Common use of Liquidated Clause in Contracts

Liquidated. DAMAGES ------------------ (a) The Company shall, and shall use its best efforts to cause CIBC Mellon to, issue and deliver Common Shares without restrictive legends within three AMEX trading days of delivery of a conversion notice under the Note Indenture or notice of exercise of the Warrants under the Warrant Indenture, as applicable (the "Deadline"). Notwithstanding the foregoing, the delivery obligations of the Company above shall be conditioned on (i) the existence and effectiveness of the Registration Statement or the existence of an exemption from the registration requirements of the 1933 Act, and (ii) receipt of materials reasonably requested by the Company from the Investor (which shall not include an opinion of counsel to be delivered by the Company's counsel to CIBC Mellon regarding the effectiveness of such registration statements) to permit the issuance of certificates of Common Shares without restrictive legend or for the Company or the Investor to comply with undertakings set forth herein. The Company understands that a delay in the issuance of such certificates after the Deadline could result in economic loss to the Investor. If for any reason the Company fails to issue such certificates of Common Shares within two AMEX trading days following the Deadline, as compensation, and not as a penalty, the Company agrees to pay liquidated damages to the Investor for such late issuance of such certificates an amount equal to U.S. $500 per each U.S. $100,000 funded per day for each day such certificates are not delivered up to 10 AMEX trading days and U.S. $1,000 per each U.S. $100,000 funded per day for each day thereafter. The Company shall promptly pay the Investor any liquidated damages incurred under this section 11 by wire transfer in immediately available funds to an account designated by the Investor. Nothing herein shall waive the Company's obligations to deliver Common Shares upon a conversion of the Convertible Notes or exercise of the Warrants or limit the Investor's right to pursue actual damages (less the amount of any liquidated damages received pursuant to the foregoing) for the Company's failure to issue and deliver Common Shares to such Investor consistent with the terms of this agreement and the Note Indenture and Warrant Indenture. The Company agrees that, in addition to any other remedies which may be available to the Investor, including the remedies available under this section, in the event the Company fails for any reason (other than as a result of actions taken by the Investor in breach of this Agreement) to effect delivery to the Investor of certificates as contemplated by this section on or prior to the Deadline, such Investor will be entitled, if prior to the delivery of such certificates, to revoke the conversion notice, or notice of exercise of the Warrants, as applicable, by delivering a notice to such effect to the Company and CIBC Mellon whereupon the Company and the Investor shall each be restored to their respective positions immediately prior to delivery of such conversion notice, or notice of exercise of the Warrants. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, THE COMPANY'S OBLIGATIONS UNDER THIS SECTION SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT.

Liquidated. DAMAGES ------------------ (a) The Company shallDAMAGES"), and shall use its best efforts with respect to cause CIBC Mellon to, issue and deliver Common Shares without restrictive legends within three AMEX trading days of delivery of a conversion notice under the Note Indenture or notice of exercise first 90-day period immediately following the occurrence of the Warrants under first Registration Default in an amount equal to a per annum rate of 0.25% on the Warrant Indentureprincipal amount of Transfer Restricted Securities held by such Holder. The amount of Liquidated Damages described in the preceding sentence shall increase by an additional per annum rate of 0.25% with respect to each subsequent 90-day period until all Registration Defaults have been cured, as applicable (up to a maximum amount of Liquidated Damages for all Registration Defaults of 1.00% PER ANNUM on the "Deadline")principal amount of Notes constituting Transfer Restricted Securities; PROVIDED that the Issuers shall in no event be required to pay Liquidated Damages for more than one Registration Default at any given time. Notwithstanding anything to the foregoingcontrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the delivery obligations Shelf Registration Statement), in the case of the Company above shall be conditioned on (i) above, (2) upon the existence and effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the existence of an exemption from Exchange Offer Registration Statement (and/or, if applicable, the registration requirements of the 1933 Act, and (ii) receipt of materials reasonably requested by the Company from the Investor (which shall not include an opinion of counsel to be delivered by the Company's counsel to CIBC Mellon regarding the effectiveness of such registration statementsShelf Registration Statement) to permit the issuance of certificates of Common Shares without restrictive legend again be declared effective or for the Company or the Investor to comply with undertakings set forth herein. The Company understands that a delay made usable in the issuance case of such certificates after (iv) above, the Deadline could result in economic loss Liquidated Damages payable with respect to the Investor. If for any reason the Company fails to issue such certificates of Common Shares within two AMEX trading days following the Deadline, as compensation, and not as a penalty, the Company agrees to pay liquidated damages to the Investor for such late issuance of such certificates an amount equal to U.S. $500 per each U.S. $100,000 funded per day for each day such certificates are not delivered up to 10 AMEX trading days and U.S. $1,000 per each U.S. $100,000 funded per day for each day thereafter. The Company shall promptly pay the Investor any liquidated damages incurred under this section 11 by wire transfer in immediately available funds to an account designated by the Investor. Nothing herein shall waive the Company's obligations to deliver Common Shares upon a conversion of the Convertible Notes or exercise of the Warrants or limit the Investor's right to pursue actual damages (less the amount of any liquidated damages received pursuant to the foregoing) for the Company's failure to issue and deliver Common Shares to such Investor consistent with the terms of this agreement and the Note Indenture and Warrant Indenture. The Company agrees that, in addition to any other remedies which may be available to the Investor, including the remedies available under this section, in the event the Company fails for any reason (other than Transfer Restricted Securities as a result of actions taken by the Investor in breach of this Agreementsuch clause (i), (ii), (iii) to effect delivery to the Investor of certificates as contemplated by this section on or prior to the Deadline, such Investor will be entitled, if prior to the delivery of such certificates, to revoke the conversion notice, or notice of exercise of the Warrants(iv), as applicable, by delivering shall cease. All accrued Liquidated Damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Dollar Indenture, on each Interest Payment Date, as more fully set forth in the Dollar Indenture and the Notes. All obligations of the Issuers set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a notice Transfer Restricted Security shall survive until such time as all such obligations with respect to such effect to the Company and CIBC Mellon whereupon the Company and the Investor security shall each be restored to their respective positions immediately prior to delivery of such conversion notice, or notice of exercise of the Warrants. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, THE COMPANY'S OBLIGATIONS UNDER THIS SECTION SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENThave been satisfied in full.

Liquidated. DAMAGES ------------------DAMAGES (a) The Company shall, and shall use its best efforts to cause CIBC Mellon to, issue Vendor must manufacture and deliver Common Shares without restrictive legends within three AMEX trading days of delivery of a conversion notice under the Note Indenture Goods or notice of exercise perform the Services in accordance with the provisions of the Warrants Purchase Order on or before the Delivery Date. (b) If the Vendor does not comply with clause 26(a) then the Vendor is liable for and must pay to the Purchaser the Liquidated Damages Amount. (c) The Liquidated Damages Amount will accrue under clause 26(b) until the Warrant Indenture, as applicable (the "Deadline"). Notwithstanding the foregoing, the delivery obligations of the Company above shall be conditioned on earlier of: (i) the existence and effectiveness Purchase Order is terminated by the Purchaser under clause 12; (ii) the Vendor complies with clause 26(a), with the exception of the Registration Statement Delivery Date; or (iii) the accrued Liquidated Damages Amount is equal to the Capped Liquidated Damages Amount. (d) If, after the Vendor has paid or the Purchaser has deducted the Liquidated Damages Amount, the Delivery Dates are extended under clause 13 such that some or all of the Liquidated Damages Amount is no longer payable, the Purchaser will immediately repay to the Vendor any Liquidated Damages Amount paid or deducted in respect of the period up to and including the extended Delivery Dates. (e) Re-payment to the Vendor of part or all of the Liquidated Damages Amount previously deducted does not relieve the Vendor from its obligation to provide the Goods or perform the Services in accordance with the provisions of the Purchase Order. (f) The parties acknowledge that the Liquidated Damages Amount is intended to compensate the Purchaser for Liabilities of the Purchaser that may arise in the event that clause 26(a) is not complied with but does not prejudice the existence of an exemption from any other rights and remedies which the registration requirements Purchaser may have as a result of the 1933 Actbreach by the Vendor of clause 26(a) or any other term of this Purchase Order, and including the right to: (i) terminate the Purchase Order under clause 12; and (ii) receipt of materials reasonably requested by recover the Company from the Investor amounts referred to at clause 12.1(d). (which shall not include an opinion of counsel to be delivered by the Company's counsel to CIBC Mellon regarding the effectiveness of such registration statementsg) to permit the issuance of certificates of Common Shares without restrictive legend or for the Company or the Investor to comply with undertakings set forth herein. The Company understands that a delay in the issuance of such certificates after the Deadline could result in economic loss to the Investor. If for any reason the Company fails entitlement of the Purchaser to issue such certificates the Liquidated Damages Amount is unenforceable in part or in whole then, to the extent of Common Shares within two AMEX trading days following the Deadline, as compensation, and not as a penaltyits enforceability, the Company agrees to pay liquidated damages Vendor will be liable to the Investor Purchaser for such late issuance all Liabilities arising out of such certificates or in connection with the Vendor not complying with clause 26(a). (h) The aggregate liability of the Vendor to the Purchaser under clauses 26(b) and 26(g) is limited to an amount equal to U.S. $500 per each U.S. $100,000 funded per day for each day such certificates are not delivered up to 10 AMEX trading days and U.S. $1,000 per each U.S. $100,000 funded per day for each day thereafter. The Company shall promptly pay the Investor any liquidated damages incurred under this section 11 by wire transfer in immediately available funds to an account designated by the Investor. Nothing herein shall waive the Company's obligations to deliver Common Shares upon a conversion of the Convertible Notes or exercise of the Warrants or limit the Investor's right to pursue actual damages (less the amount of any liquidated damages received pursuant to the foregoing) for the Company's failure to issue and deliver Common Shares to such Investor consistent with the terms of this agreement and the Note Indenture and Warrant Indenture. The Company agrees that, in addition to any other remedies which may be available to the Investor, including the remedies available under this section, in the event the Company fails for any reason (other than as a result of actions taken by the Investor in breach of this Agreement) to effect delivery to the Investor of certificates as contemplated by this section on or prior to the Deadline, such Investor will be entitled, if prior to the delivery of such certificates, to revoke the conversion notice, or notice of exercise of the Warrants, as applicable, by delivering a notice to such effect to the Company and CIBC Mellon whereupon the Company and the Investor shall each be restored to their respective positions immediately prior to delivery of such conversion notice, or notice of exercise of the Warrants. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, THE COMPANY'S OBLIGATIONS UNDER THIS SECTION SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENTCapped Liquidated Damages Amount.

Liquidated. DAMAGES ------------------ DAMAGES"). If the Company fails to pay any partial liquidated damages pursuant to this Section in full within ten (a10) days after the date payable, the Company will pay interest thereon at a rate of 8% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial Liquidated Damages are due until such amounts, plus all such interest thereon, are paid in full. The Company shall, and partial liquidated damages pursuant to the terms hereof shall use its best efforts to cause CIBC Mellon to, issue and deliver Common Shares without restrictive legends within three AMEX trading days of delivery apply on a daily pro-rata basis for any portion of a conversion notice under month prior to the Note Indenture or notice cure of exercise of the Warrants under the Warrant Indenture, as applicable (the "Deadline")an Event. Notwithstanding the foregoing, the delivery obligations of the Company above shall be conditioned on Liquidated Damages payable to a Holder associated with all Events (i) the existence and effectiveness shall not exceed in any 30-day period, an aggregate of 1.0% of the Registration Statement or the existence of an exemption from the registration requirements of the 1933 Actpurchase price paid by such Holder for its Registrable Securities (plus interest accrued thereon, if applicable) and (ii) receipt shall not accrue after the one-year anniversary of materials reasonably requested by the Initial Closing Date. For the avoidance of doubt, any right to receive such cash payment shall be Holder's sole and exclusive remedy for the failure of the Company to satisfy its obligations under this Section 2(a). Notwithstanding anything above to the contrary, if, as a consequence of receiving comments or objections from the Investor (which shall not include an opinion of counsel to be delivered by the Company's counsel to CIBC Mellon regarding the effectiveness of such registration statements) to permit the issuance of certificates of Common Shares without restrictive legend or for the Company or the Investor to comply SEC with undertakings set forth herein. The Company understands that a delay in the issuance of such certificates after the Deadline could result in economic loss respect to the Investor. If for any reason the Company fails Initial Registration Statement filed pursuant to issue such certificates of Common Shares within two AMEX trading days following the Deadline, as compensation, and not as a penaltythis Section 2(a), the Company agrees to pay liquidated damages to the Investor for such late issuance of such certificates an amount equal to U.S. $500 per each U.S. $100,000 funded per day for each day such certificates are not delivered up to 10 AMEX trading days and U.S. $1,000 per each U.S. $100,000 funded per day for each day thereafter. The Company shall promptly pay the Investor any liquidated damages incurred under this section 11 by wire transfer in immediately available funds to an account designated by the Investor. Nothing herein shall waive the Company's obligations to deliver Common Shares upon a conversion of the Convertible Notes or exercise of the Warrants or limit the Investor's right to pursue actual damages (less the amount of any liquidated damages received pursuant to the foregoing) for the Company's failure to issue and deliver Common Shares to such Investor consistent with the terms of this agreement and the Note Indenture and Warrant Indenture. The Company agrees reasonably determines that, in addition order to use Form SB-2 to register the Registrable Securities, the Company must limit the number of shares of Common Stock being registered, then the Company may, without penalty, exclude some of the Initial Registration Shares, on a pro rata basis among all holders of such securities, from such registration (the "EXCLUDED SECURITIES"). For the purpose of clarity, the Company shall not be required to (i) register any Excluded Securities (except as may be provided in Sections 2(b) and 2(c) hereof), or (ii) pay any Liquidated Damages otherwise due under this Section 2(a) with respect to any other remedies which may be available to the Investor, including the remedies available under this section, in the event the Company fails for any reason (other than as a result of actions taken by the Investor in breach of this Agreement) to effect delivery to the Investor of certificates as contemplated by this section on or prior to the Deadline, such Investor will be entitled, if prior to the delivery of such certificates, to revoke the conversion notice, or notice of exercise of the Warrants, as applicable, by delivering a notice to such effect to the Company and CIBC Mellon whereupon the Company and the Investor shall each be restored to their respective positions immediately prior to delivery of such conversion notice, or notice of exercise of the Warrants. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, THE COMPANY'S OBLIGATIONS UNDER THIS SECTION SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENTExcluded Securities.

Liquidated. DAMAGES ------------------ DAMAGES"), with respect to the first 90-day period immediately following the occurrence of the first Registration Default in an amount equal to a per annum rate of 0.25% on the principal amount of Transfer Restricted Securities held by such Holder. The amount of Liquidated Damages described in the preceding sentence shall increase by an additional per annum rate of 0.25% with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of Liquidated Damages for all Registration Defaults of 1.00% PER ANNUM on the principal amount of Notes constituting Transfer Restricted Securities; PROVIDED that the Company shall in no event be required to pay Liquidated Damages for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (a1) The Company shallupon filing of the Exchange Offer Registration Statement (and/or, and shall use its best efforts to cause CIBC Mellon toif applicable, issue and deliver Common Shares without restrictive legends within three AMEX trading days the Shelf Registration Statement), in the case of delivery (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a conversion notice under post-effective amendment to the Note Indenture Registration Statement or notice an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of exercise (iv) above, the Liquidated Damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Liquidated Damages shall be paid to the Warrants under Holders entitled thereto, in the Warrant manner provided for the payment of interest in the Dollar Indenture, on each Interest Payment Date, as applicable (more fully set forth in the "Deadline")Dollar Indenture and the Notes. Notwithstanding the foregoing, the delivery All obligations of the Company above shall be conditioned on (i) set forth in the existence and effectiveness of preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the Registration Statement or the existence of an exemption from the registration requirements of the 1933 Act, and (ii) receipt of materials reasonably requested by the Company from the Investor (which shall not include an opinion of counsel time such security ceases to be delivered by the Company's counsel to CIBC Mellon regarding the effectiveness of a Transfer Restricted Security shall survive until such registration statements) to permit the issuance of certificates of Common Shares without restrictive legend or for the Company or the Investor to comply time as all such obligations with undertakings set forth herein. The Company understands that a delay in the issuance of such certificates after the Deadline could result in economic loss to the Investor. If for any reason the Company fails to issue such certificates of Common Shares within two AMEX trading days following the Deadline, as compensation, and not as a penalty, the Company agrees to pay liquidated damages to the Investor for such late issuance of such certificates an amount equal to U.S. $500 per each U.S. $100,000 funded per day for each day such certificates are not delivered up to 10 AMEX trading days and U.S. $1,000 per each U.S. $100,000 funded per day for each day thereafter. The Company shall promptly pay the Investor any liquidated damages incurred under this section 11 by wire transfer in immediately available funds to an account designated by the Investor. Nothing herein shall waive the Company's obligations to deliver Common Shares upon a conversion of the Convertible Notes or exercise of the Warrants or limit the Investor's right to pursue actual damages (less the amount of any liquidated damages received pursuant to the foregoing) for the Company's failure to issue and deliver Common Shares respect to such Investor consistent with the terms of this agreement and the Note Indenture and Warrant Indenture. The Company agrees that, security shall have been satisfied in addition to any other remedies which may be available to the Investor, including the remedies available under this section, in the event the Company fails for any reason (other than as a result of actions taken by the Investor in breach of this Agreement) to effect delivery to the Investor of certificates as contemplated by this section on or prior to the Deadline, such Investor will be entitled, if prior to the delivery of such certificates, to revoke the conversion notice, or notice of exercise of the Warrants, as applicable, by delivering a notice to such effect to the Company and CIBC Mellon whereupon the Company and the Investor shall each be restored to their respective positions immediately prior to delivery of such conversion notice, or notice of exercise of the Warrants. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, THE COMPANY'S OBLIGATIONS UNDER THIS SECTION SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENTfull.

Liquidated. DAMAGES ------------------ DAMAGES") to each Holder of Transfer Restricted Securities who has complied with such Holder's obligations under this Agreement; provided that with respect to a Registration Default pursuant to clause (aiv) above, Liquidated Damages shall only be payable to the Holders who delivered the Notices and Questionnaires that caused the Company to incur the obligations set forth in Section 2(b)(2). The Company shallamount of Liquidated Damages payable during any period in which a Registration Default has occurred and is continuing is the amount which is equal to (A) for the first 90 days during which a Registration Default has occurred and is continuing (1) in respect of any Securities that are Transfer Restricted Securities, one-quarter of one percent (25 basis points) per annum per $1,000 principal amount of Securities and (2) in respect of any shares of Common Stock issued upon conversion of Securities that are Transfer Restricted Securities, one-quarter of one percent (25 basis points) per annum of the then-effective Conversion Price (as defined in the Indenture) per share of Common Stock and (B) for any additional days during which a Registration Default has occurred and is continuing (1) in respect of any Securities that are Transfer Restricted Securities, one-half of one percent (50 basis points) per annum per $1,000 principal amount of Securities and (2) in respect of any shares of Common Stock issued upon conversion of Securities that are Transfer Restricted Securities, one-half of one percent (50 basis points) per annum of the then-effective Conversion Price (as defined in the Indenture) per share of Common Stock, it being understood that all calculations pursuant to this and the preceding sentence shall use its best efforts be carried out to cause CIBC Mellon tofive decimals. Following the cure of all Registration Defaults, issue Liquidated Damages will cease to accrue with respect to such Registration Default, it being acknowledged and deliver Common Shares without restrictive legends within three AMEX trading days of delivery agreed that a Registration Default shall be deemed cured upon (A) the filing of a conversion notice Shelf Registration Statement (in the case of Section 2(e)(i) hereof), (B) the effectiveness of a Shelf Registration Statement (in the case of Section 2(e)(ii) hereof), (C) the effectiveness or usability under the Note Indenture Act of a Shelf Registration Statement that ceased to be effective or notice usable (Section 2(e)(iii) hereof), (D) the Company fulfilling it obligations under Section 2(b)(2) (in the case of exercise Section 2(e)(iv) hereof) and (E) the termination of the Warrants under Suspension Period that caused the Warrant Indenture, as applicable limit on the aggregate duration of the Suspension Periods to be exceeded (in the "Deadline"case of Section 2(e)(v) hereof). Notwithstanding In no event shall Liquidated Damages accrue based on more than one Registration Default at any given time and in no event shall the foregoing, Liquidated Damages rate exceed in the delivery obligations aggregate one-half of the Company above one percent per annum. All accrued Liquidated Damages shall be conditioned on (i) the existence and effectiveness paid by wire transfer of the Registration Statement immediately available funds or the existence of an exemption from the registration requirements of the 1933 Act, and (ii) receipt of materials reasonably requested by federal funds check by the Company from to Record Holders on each Damages Payment Date and Liquidated Damages will be calculated on the Investor (which shall not include an opinion basis of counsel to a 360-day year consisting of twelve 30-day months. The parties hereto agree that the Liquidated Damages provided for in this Section 2(e) constitute a reasonable estimate of the damages that may be delivered incurred by the Company's counsel to CIBC Mellon regarding the effectiveness Holders by reason of such registration statements) to permit the issuance of certificates of Common Shares without restrictive legend or for the Company or the Investor to comply with undertakings a Registration Default. The Liquidated Damages set forth herein. The Company understands that a delay in this Section 2(e) shall be the issuance exclusive damages remedy of such certificates after the Deadline could result in economic loss to the Investor. If Initial Purchasers and each Holder of Transfer Restricted Securities for any reason the Company fails to issue such certificates of Common Shares within two AMEX trading days following the DeadlineRegistration Default; provided, as compensationhowever, and not as a penalty, the Company agrees to pay liquidated damages to the Investor for such late issuance of such certificates an amount equal to U.S. $500 per each U.S. $100,000 funded per day for each day such certificates are not delivered up to 10 AMEX trading days and U.S. $1,000 per each U.S. $100,000 funded per day for each day thereafter. The Company shall promptly pay the Investor any liquidated damages incurred under this section 11 by wire transfer in immediately available funds to an account designated by the Investor. Nothing that nothing herein shall waive the Company's obligations to deliver Common Shares upon prevent a conversion of the Convertible Notes or exercise of the Warrants or limit the Investor's right to pursue actual damages (less the amount of suit by any liquidated damages received pursuant to the foregoing) Holder for the Company's failure to issue and deliver Common Shares to such Investor consistent with the terms of this agreement and the Note Indenture and Warrant Indenture. The Company agrees that, in addition to any other remedies which may be available to the Investor, including the remedies available under this section, in the event the Company fails for any reason (other than as a result of actions taken by the Investor in breach of this Agreement) to effect delivery to the Investor of certificates as contemplated by this section on or prior to the Deadline, such Investor will be entitled, if prior to the delivery of such certificates, to revoke the conversion notice, or notice of exercise of the Warrants, as applicable, by delivering a notice to such effect to the Company and CIBC Mellon whereupon the Company and the Investor shall each be restored to their respective positions immediately prior to delivery of such conversion notice, or notice of exercise of the Warrants. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, THE COMPANY'S OBLIGATIONS UNDER THIS SECTION SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENTspecific performance.

Liquidated. DAMAGES ------------------ (a) The Company shall, and shall use its best efforts to cause CIBC Mellon to, issue and deliver Common Shares without restrictive legends within three AMEX trading days of delivery of a conversion notice under the Note Indenture or notice of exercise of the Warrants under the Warrant Indenture, as applicable If (the "Deadline"). Notwithstanding the foregoing, the delivery obligations of the Company above shall be conditioned on (ia) the existence and effectiveness any of the Registration Statement or the existence of an exemption from the registration requirements of the 1933 Act, and (ii) receipt of materials reasonably requested Statements required by the Company from the Investor (which shall this Agreement is not include an opinion of counsel to be delivered by the Company's counsel to CIBC Mellon regarding the effectiveness of such registration statements) to permit the issuance of certificates of Common Shares without restrictive legend or for the Company or the Investor to comply with undertakings set forth herein. The Company understands that a delay in the issuance of such certificates after the Deadline could result in economic loss to the Investor. If for any reason the Company fails to issue such certificates of Common Shares within two AMEX trading days following the Deadline, as compensation, and not as a penalty, the Company agrees to pay liquidated damages to the Investor for such late issuance of such certificates an amount equal to U.S. $500 per each U.S. $100,000 funded per day for each day such certificates are not delivered up to 10 AMEX trading days and U.S. $1,000 per each U.S. $100,000 funded per day for each day thereafter. The Company shall promptly pay the Investor any liquidated damages incurred under this section 11 by wire transfer in immediately available funds to an account designated by the Investor. Nothing herein shall waive the Company's obligations to deliver Common Shares upon a conversion of the Convertible Notes or exercise of the Warrants or limit the Investor's right to pursue actual damages (less the amount of any liquidated damages received pursuant to the foregoing) for the Company's failure to issue and deliver Common Shares to such Investor consistent filed with the terms of this agreement and the Note Indenture and Warrant Indenture. The Company agrees that, in addition to any other remedies which may be available to the Investor, including the remedies available under this section, in the event the Company fails for any reason (other than as a result of actions taken by the Investor in breach of this Agreement) to effect delivery to the Investor of certificates as contemplated by this section Commission on or prior to the Deadlinedate specified for such filing in this Agreement, (b) any of such Investor will be entitled, if Registration Statements has not been declared effective by the Commission on or prior to the delivery date specified for such effectiveness in this Agreement (the "Effectiveness Target Date"), (c) the Exchange Offer has not been Consummated within 30 business days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (d) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within five business days by a post-effective amendment to such Registration Statement that cures such failure and that is itself promptly declared effective (each such event referred to in clauses (a) through (d), a "Registration Default"), additional cash interest ("Liquidated Damages") shall accrue to each Holder of the Notes commencing upon the occurrence of such certificatesRegistration Default in an amount equal to $.05 per week per $1,000 principal amount of Notes held by such Holder during the 90 day period following the occurrence of such Registration Default. The amount of Liquidated Damages will increase by an additional $.05 per week per $1,000 principal amount of Notes with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to revoke a maximum amount of Liquidated Damages for all Registration Defaults of $.50 per week per $1,000 principal amount of Notes. All accrued Liquidated Damages shall be paid to Holders by the conversion noticeCompany in the same manner as interest is made pursuant to the Indenture. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, or notice the accrual of exercise Liquidated Damages with respect to such Transfer Restricted Securities will cease. All obligations of the Warrants, Company set forth in the preceding paragraph that have accrued and are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as applicable, by delivering a notice all such obligations with respect to such effect Transfer Restricted Security shall have been satisfied in full. (b) The Company shall notify the Trustee within one business day after each and every date on which an event occurs in respect of which Liquidated Damages are required to be paid (an "Event Date"). Liquidated Damages shall be paid by depositing Liquidated Damages with the Company and CIBC Mellon whereupon Trustee, for the Company and the Investor shall each be restored to their respective positions immediately prior to delivery of such conversion notice, or notice of exercise benefit of the WarrantsHolders of the Notes, on or before the applicable Interest Payment Date (as defined in the Indenture) for the Notes (whether or not any payment other than Liquidated Damages is payable on such Notes) in immediately available funds in sums sufficient to pay the Liquidated Damages then due to such Holders. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, THE COMPANY'S OBLIGATIONS UNDER THIS SECTION SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENTEach obligation to pay Liquidated Damages shall be deemed to accrue from the applicable date of the occurrence of the Registration Default.

Liquidated. DAMAGES ------------------ (a) DAMAGES6 The Company shall, and Contractor shall use its best efforts to cause CIBC Mellon to, issue and deliver Common Shares without restrictive legends within three AMEX trading days of delivery of a conversion notice under the Note Indenture or notice of exercise of the Warrants under the Warrant Indenture, as applicable (the "Deadline"). Notwithstanding the foregoing, the delivery obligations of the Company above shall be conditioned on (i) the existence and effectiveness of the Registration Statement or the existence of an exemption from the registration requirements of the 1933 Act, and (ii) receipt of materials reasonably requested by the Company from the Investor (which shall not include an opinion of counsel to be delivered by the Company's counsel to CIBC Mellon regarding the effectiveness of such registration statements) to permit the issuance of certificates of Common Shares without restrictive legend or for the Company or the Investor to comply with undertakings set forth herein. The Company understands that a delay in the issuance of such certificates after the Deadline could result in economic loss to the Investor. If for any reason the Company fails to issue such certificates of Common Shares within two AMEX trading days following the Deadline, as compensation, and not as a penalty, the Company agrees to pay liquidated damages to the Investor for such late issuance of such certificates an amount equal to U.S. $500 per each U.S. $100,000 funded Fund at the rate [________%] per day of the Contract Price for each day such certificates are not delivered up to 10 AMEX trading days and U.S. $1,000 per each U.S. $100,000 funded per day for each day thereafterof Delay after the Completion Date. The Company shall promptly pay the Investor any total amount of liquidated damages incurred under this section 11 by wire transfer in immediately available funds to an account designated by shall not exceed the Investor. Nothing herein shall waive the Company's obligations to deliver Common Shares upon a conversion [Contract Price] [ _________ % of the Convertible Notes or exercise total Contract Price]. The Fund may deduct liquidated damages from payments due to the Contractor. Payment of liquidated damages shall not affect the Contractor’s liabilities under the Contract.] [PERFORMANCE SECURITY7(not applicable) Pursuant to Clause [6.1] of the Warrants GCC, the Contractor shall provide the Fund with Performance Security in the amount [________________ [Korean Won] [US Dollars] [such other freely convertible currency acceptable to the Fund]] and be in form of [select one of the following forms]: Cash, cashier’s check, manager’s check, or limit the Investor's right bank draft; Bank guarantee or an irrevocable stand-by letter of credit issued by a reputable bank in Songdo, Republic of Korea or abroad, and acceptable to pursue actual damages (less GCF; Sovereign guarantee in the amount of any liquidated damages received pursuant one hundred per cent (100%) of the Contract Price; or Such form as may be specified in the SCC. The Fund shall have the right to unilaterally call, to the foregoing) for extent of the Company's failure relevant loss incurred by the Fund, the Performance Security when the Fund determines that: The Contractor, in violation of or contrary to issue its warranties under the Contract, does not have the required license, permit, power and/or authority to enter into and deliver Common Shares fully perform its obligations under the Contract; The Contractor has breached the Contract and, if such breach is capable of remedy, the Contractor has failed to remedy such Investor consistent with breach within any grace period specified in this Contract or granted to the terms Contractor by the Fund or agreed by the Parties; or the damage incurred by the Fund cannot be compensated under Clause 12.1 of this agreement SCC. The Contractor shall submit the Performance Security within fifteen (15) days from receipt of the Notice of award from the Fund, and the Note Indenture Fund shall discharge and Warrant Indenture. The Company agrees that, in addition to any other remedies which may be available return the Performance Security to the Investor, including Contractor not later than thirty (30) days following the remedies available under this section, in date on which the event the Company fails for Contractor no longer owes any reason (other than as a result of actions taken by the Investor in breach of this Agreement) to effect delivery actual or contingent obligations or liabilities to the Investor of certificates as contemplated by this section on or prior to the Deadline, such Investor will be entitled, if prior to the delivery of such certificates, to revoke the conversion notice, or notice of exercise of the Warrants, as applicable, by delivering a notice to such effect to the Company and CIBC Mellon whereupon the Company and the Investor shall each be restored to their respective positions immediately prior to delivery of such conversion notice, or notice of exercise of the Warrants. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, THE COMPANY'S OBLIGATIONS UNDER THIS SECTION SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENTFund.]

Liquidated. DAMAGES ------------------DAMAGES (a) The Company shall, and shall use its best efforts to cause CIBC Mellon to, issue and deliver Common Shares without restrictive legends within three AMEX trading days of delivery of a conversion notice under the Note Indenture or notice of exercise of the Warrants under the Warrant Indenture, as applicable (the "Deadline"). Notwithstanding the foregoingIssuer, the delivery obligations Guarantors and the Initial Purchasers agree that the Holders of Transfer Restricted Securities will suffer damages if the Company above shall be conditioned on (i) the existence and effectiveness of the Registration Statement Issuer or the existence Guarantors fail to fulfill their obligations pursuant to Section 2 or Section 3 hereof and that it would not be possible to ascertain the extent of an exemption from such damages. Accordingly, in the registration requirements event of the 1933 Act, and (ii) receipt of materials reasonably requested such failure by the Company from the Investor (which shall not include an opinion of counsel to be delivered by the Company's counsel to CIBC Mellon regarding the effectiveness of such registration statements) to permit the issuance of certificates of Common Shares without restrictive legend or for the Company Issuer or the Investor Guarantors to comply with undertakings set forth herein. The Company understands that a delay in the issuance of fulfill such certificates after the Deadline could result in economic loss to the Investor. If for any reason the Company fails to issue such certificates of Common Shares within two AMEX trading days following the Deadline, as compensation, and not as a penaltyobligations, the Company Issuer hereby agrees to pay liquidated damages ("Liquidated Damages") to each Holder of Transfer Restricted Securities under the circumstances and to the Investor for such late issuance of such certificates an amount equal to U.S. $500 per each U.S. $100,000 funded per day for each day such certificates are extent set forth below: (i) if either the Exchange Offer Registration Statement or the Shelf Registration Statement has not delivered up to 10 AMEX trading days and U.S. $1,000 per each U.S. $100,000 funded per day for each day thereafter. The Company shall promptly pay the Investor any liquidated damages incurred under this section 11 by wire transfer in immediately available funds to an account designated by the Investor. Nothing herein shall waive the Company's obligations to deliver Common Shares upon a conversion of the Convertible Notes or exercise of the Warrants or limit the Investor's right to pursue actual damages (less the amount of any liquidated damages received pursuant to the foregoing) for the Company's failure to issue and deliver Common Shares to such Investor consistent been filed with the terms of this agreement and the Note Indenture and Warrant Indenture. The Company agrees that, in addition to any other remedies which may be available to the Investor, including the remedies available under this section, in the event the Company fails for any reason (other than as a result of actions taken by the Investor in breach of this Agreement) to effect delivery to the Investor of certificates as contemplated by this section SEC on or prior to the Deadline, date specified for such Investor will be entitled, filing; or (ii) if either the Exchange Offer Registration Statement or the Shelf Registration Statement is not declared effective by the SEC on or prior to the delivery date specified for such effectiveness (the "Effectiveness Target Date"); or (iii) if an Exchange Offer Registration Statement becomes effective, and the Issuer and the Guarantors fail to consummate the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement; or (iv) the Shelf Registration Statement is declared effective by the SEC and such Shelf Registration Statement ceases to be effective or usable in connection with resales of Notes during the Effectiveness Period; (any of the foregoing, a "Registration Default"), then the Issuer shall pay Liquidated Damages to each Holder, with respect to the first 90-day period immediately following the occurrence of such certificatesRegistration Default, in an amount equal to revoke $.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder. Upon a Registration Default, Liquidated Damages will accrue at the conversion noticerate specified above until such Registration Default is cured and the amount of Liquidated Damages will increase by an additional $.05 per week per $1,000 principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period, up to a maximum amount of Liquidated Damages of $.25 per week per $1,000 principal amount of Transfer Restricted Securities (regardless of whether one or notice more than one Registration Default is outstanding). Following the cure of exercise any Registration Default relating to any Transfer Restricted Securities, the accrual of Liquidated Damages with respect to such Registration Default will cease. A Registration Default under clause (i) above shall be cured on the date that either the Exchange Offer Registration Statement or the Shelf Registration Statement is filed with the SEC; a Registration Default under clause (ii) above shall be cured on the date that either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective by the SEC; a Registration Default under clause (iii) above shall be cured on the earlier of the Warrantsdate (A) the Exchange Offer is consummated or (B) the Issuer and the Guarantors deliver a Shelf Notice to the Holders of Transfer Restricted Securities; and a Registration Default under clause (iv) above shall be cured on the earlier of (A) the date the Shelf Registration Statement is declared effective or (B) the Effectiveness Period expires. (b) The Issuer shall notify the Trustee within one business day after each and every date on which a Registration Default first occurs. Accrued and unpaid Liquidated Damages shall be paid by the Issuer to the Holders by wire transfer of immediately available funds to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified on each interest payment date provided in the Indenture (whether or not any interest is then payable on the Notes) and on each payment date provided in the Indenture including, without limitation, whether upon redemption, maturity (by acceleration or otherwise), purchase upon a change of control or purchase upon a sale of assets. Each obligation to pay Liquidated Damages with respect to any Registration Default shall be deemed to commence accruing on the date of such Registration Default and to cease accruing when such Registration Default has been cured. In no event shall the Issuer pay Liquidated Damages in excess of the applicable maximum weekly amount set forth above, regardless of whether one or multiple Registration Defaults exist. (c) The parties hereto agree that the Liquidated Damages provided for in this Section 4 constitute a reasonable estimate of the damages that will be suffered by Holders by reason of the failure to file the Exchange Offer Registration Statement or the Shelf Registration Statement, the failure of the Exchange Offer Registration Statement or the Shelf Registration Statement to be declared effective, the failure to consummate the Exchange Offer or the failure of the Shelf Registration Statement to remain effective, as applicablethe case may be, by delivering a notice to such effect to the Company and CIBC Mellon whereupon the Company and the Investor shall each be restored to their respective positions immediately prior to delivery of such conversion notice, or notice of exercise of the Warrants. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, THE COMPANY'S OBLIGATIONS UNDER THIS SECTION SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENTin accordance with this Agreement.

Liquidated. DAMAGES Damages ------------------ (a) The Company shallIssuer, the Guarantors and the Initial Purchaser agree that the Holders of Original Securities will suffer damages if the Issuer and the Guarantors fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuer and the Guarantors agree to pay jointly and severally, as liquidated damages, additional interest on the Original Securities ("Liquidated Damages") under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall use its best efforts to cause CIBC Mellon to, issue and deliver Common Shares without restrictive legends within three AMEX trading days of delivery of a conversion notice under the Note Indenture or notice of exercise of the Warrants under the Warrant Indenture, as applicable (the "Deadline"). Notwithstanding the foregoing, the delivery obligations of the Company above shall not be conditioned on duplicative): (i) if neither the existence and effectiveness of the Exchange Offer Registration Statement or nor the existence of an exemption from the registration requirements of the 1933 Act, and (ii) receipt of materials reasonably requested by the Company from the Investor (which shall not include an opinion of counsel to be delivered by the Company's counsel to CIBC Mellon regarding the effectiveness of such registration statements) to permit the issuance of certificates of Common Shares without restrictive legend or for the Company or the Investor to comply with undertakings set forth herein. The Company understands that a delay in the issuance of such certificates after the Deadline could result in economic loss to the Investor. If for any reason the Company fails to issue such certificates of Common Shares within two AMEX trading days following the Deadline, as compensation, and not as a penalty, the Company agrees to pay liquidated damages to the Investor for such late issuance of such certificates an amount equal to U.S. $500 per each U.S. $100,000 funded per day for each day such certificates are not delivered up to 10 AMEX trading days and U.S. $1,000 per each U.S. $100,000 funded per day for each day thereafter. The Company shall promptly pay the Investor any liquidated damages incurred under this section 11 by wire transfer in immediately available funds to an account designated by the Investor. Nothing herein shall waive the Company's obligations to deliver Common Shares upon a conversion of the Convertible Notes or exercise of the Warrants or limit the Investor's right to pursue actual damages (less the amount of any liquidated damages received pursuant to the foregoing) for the Company's failure to issue and deliver Common Shares to such Investor consistent with the terms of this agreement and the Note Indenture and Warrant Indenture. The Company agrees that, in addition to any other remedies which may be available to the Investor, including the remedies available under this section, in the event the Company fails for any reason (other than as a result of actions taken by the Investor in breach of this Agreement) to effect delivery to the Investor of certificates as contemplated by this section Shelf Registration Statement has been filed on or prior to the DeadlineFiling Date, then, commencing on the 91st day after the Issue Date, Liquidated Damages shall accrue on the Original Securities in an amount equal to 0.05 per week per 1,000 principal amount of Original Securities for the first 90 days immediately following the Filing Date, such Investor will be entitledLiquidated Damages increasing by an additional 0.05 per week per 1,000 principal amount of Original Securities at the beginning of each subsequent 90-day period, or part thereof; or (ii) if neither the Exchange Offer Registration Statement nor the Shelf Registration Statement is declared effective by the SEC on or prior to the delivery Effectiveness Target Date, then, commencing on the 181st day after the Issue Date, Liquidated Damages shall accrue on the Original Securities included or which should have been included in such Registration Statement in an amount equal to 0.05 per week per 1,000 principal amount of Original Securities for the first 90 days immediately following the Effectiveness Target Date, such Liquidated Damages increasing by an additional 0.05 per week per 1,000 principal amount of Original Securities at the beginning of each subsequent 90-day period, or part thereof; or (iii) if the Exchange Offer has not been consummated within 30 business days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, Liquidated Damages shall accrue on the Original Securities in an amount equal to 0.05 per week per 1,000 principal amount of Original Securities for the first 90 days commencing on the day following the 30th business day after the Effectiveness Target Date, such Liquidated Damages increasing by an additional 0.05 per week per 1,000 principal amount of Original Securities at the beginning of each subsequent 90-day period, or part thereof; provided, that no Liquidated Damages shall accrue under this Section 4(a)(iii) if the Issuer or the Guarantors extends the consummation date of the Exchange Offer with the prior consent of the Initial Purchaser, and the Issuer and the Guarantors are otherwise in full compliance with this Section 4(a); or (A) the Exchange Offer Registration Statement is filed and declared effective but thereafter ceases to be effective or fails to be usable for its intended purpose at any time prior to the time that the Exchange Offer is consummated and is not declared effective within five Business Days thereafter or (B) the Shelf Registration Statement is filed and declared effective but thereafter ceases to be effective or fails to be usable for its intended purpose at any time during the Effectiveness Period and is not declared effective again within five Business Days thereafter, Liquidated Damages shall accrue on the Original Securities in an amount equal to 0.05 per week per 1,000 principal amount of Original Securities for the first 90 days commencing on the day the applicable Registration Statement ceases to be effective or usable for its intended purpose without being declared effective again within five Business Days, such Liquidated Damages increasing by an additional 0.05 per week per 1,000 principal amount of Original Securities at the beginning of each such subsequent 90- day period, or part thereof (it being understood and agreed that, notwithstanding any provision to the contrary, so long as any Original Security which is the subject of a Shelf Notice is then covered by an effective Shelf Registration Statement, no Liquidated Damages shall accrue on such Original Security); provided, however, that Liquidated Damages may accrue up to a maximum of 0.20 per week per 1,000 principal amount of Original Securities; and provided, further, that (1) upon the filing of the Exchange Offer Registration Statement or a Shelf Registration Statement as required hereunder (in the case of clause (i) of this Section 4(a)), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4(a)), (3) upon the consummation of the Exchange Offer (in the case of clause (iii) of this Section 4(a)), and (4) upon the effectiveness or usability of the Exchange Offer Registration Statement which had ceased to remain effective or be usable (in the case of clause (iv)(A) of this Section 4(a)), or upon the effectiveness or usability of the Shelf Registration Statement which had ceased to remain effective or be usable (in the case of clause (iv)(B) of this Section 4(a)), Liquidated Damages on the affected Original Securities as a result of such certificatesclause (or the relevant subclause thereof), as the case may be, shall cease to revoke accrue. (b) The Issuer and the conversion noticeGuarantors shall notify the Trustee within five Business Days after each and every date on which an event occurs in respect of which Liquidated Damages are required to be paid (an "Event Date"). Any amounts of Liquidated Damages due pursuant to (a)(i), (a)(ii), (a)(iii) or notice (a)(iv) of exercise this Section 4 will be payable to each holder of affected Original Securities semi-annually on or before the applicable Interest Payment Date (as defined in the Indenture) (whether or not any payment other than Liquidated Damages is payable on such Original Securities), in the manner provided for the payment of interest in the Indenture, commencing with the first such date occurring after any such Liquidated Damages commences to accrue. The amount of Liquidated Damages will be determined by multiplying the applicable Liquidated Damages rate by the principal amount of the Warrantsaffected Original Securities of such Holders, as applicablemultiplied by a fraction, by delivering the numerator of which is the number of days such Liquidated Damages rate was applicable during such period (determined on the basis of a notice to such effect to 360-day year comprised of twelve 30-day months and, in the Company and CIBC Mellon whereupon case of a partial month, the Company actual number of days elapsed), and the Investor denominator of which is 360. The Issuer and the Guarantors shall each be restored to their respective positions immediately prior to delivery of such conversion notice, or notice of exercise notify the Trustee within five Business Days of the Warrants. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, THE COMPANY'S OBLIGATIONS UNDER THIS SECTION SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENTcessation of any requirement to pay Liquidated Damages hereunder.

Liquidated. DAMAGES ------------------ (a) The Company shallDAMAGES"), and shall use its best efforts with respect to cause CIBC Mellon to, issue and deliver Common Shares without restrictive legends within three AMEX trading days of delivery of a conversion notice under the Note Indenture or notice of exercise first 90-day period immediately following the occurrence of the Warrants under first Registration Default in an amount equal to a per annum rate of 0.25% on the Warrant Indentureprincipal amount of Transfer Restricted Securities held by such Holder. The amount of Liquidated Damages described in the preceding sentence shall increase by an additional per annum rate of 0.25% with respect to each subsequent 90-day period until all Registration Defaults have been cured, as applicable (up to a maximum amount of Liquidated Damages for all Registration Defaults of 1.00% PER ANNUM on the "Deadline")principal amount of Notes constituting Transfer Restricted Securities; PROVIDED that the Issuers shall in no event be required to pay Liquidated Damages for more than one Registration Default at any given time. Notwithstanding anything to the foregoingcontrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the delivery obligations Shelf Registration Statement), in the case of the Company above shall be conditioned on (i) above, (2) upon the existence and effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the existence of an exemption from Exchange Offer Registration Statement (and/or, if applicable, the registration requirements of the 1933 Act, and (ii) receipt of materials reasonably requested by the Company from the Investor (which shall not include an opinion of counsel to be delivered by the Company's counsel to CIBC Mellon regarding the effectiveness of such registration statementsShelf Registration Statement) to permit the issuance of certificates of Common Shares without restrictive legend again be declared effective or for the Company or the Investor to comply with undertakings set forth herein. The Company understands that a delay made usable in the issuance case of such certificates after (iv) above, the Deadline could result in economic loss Liquidated Damages payable with respect to the Investor. If for any reason the Company fails to issue such certificates of Common Shares within two AMEX trading days following the Deadline, as compensation, and not as a penalty, the Company agrees to pay liquidated damages to the Investor for such late issuance of such certificates an amount equal to U.S. $500 per each U.S. $100,000 funded per day for each day such certificates are not delivered up to 10 AMEX trading days and U.S. $1,000 per each U.S. $100,000 funded per day for each day thereafter. The Company shall promptly pay the Investor any liquidated damages incurred under this section 11 by wire transfer in immediately available funds to an account designated by the Investor. Nothing herein shall waive the Company's obligations to deliver Common Shares upon a conversion of the Convertible Notes or exercise of the Warrants or limit the Investor's right to pursue actual damages (less the amount of any liquidated damages received pursuant to the foregoing) for the Company's failure to issue and deliver Common Shares to such Investor consistent with the terms of this agreement and the Note Indenture and Warrant Indenture. The Company agrees that, in addition to any other remedies which may be available to the Investor, including the remedies available under this section, in the event the Company fails for any reason (other than Transfer Restricted Securities as a result of actions taken by the Investor in breach of this Agreementsuch clause (i), (ii), (iii) to effect delivery to the Investor of certificates as contemplated by this section on or prior to the Deadline, such Investor will be entitled, if prior to the delivery of such certificates, to revoke the conversion notice, or notice of exercise of the Warrants(iv), as applicable, by delivering shall cease. All accrued Liquidated Damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Euro Indenture, on each Interest Payment Date, as more fully set forth in the Euro Indenture and the Notes. All obligations of the Issuers set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a notice Transfer Restricted Security shall survive until such time as all such obligations with respect to such effect to the Company and CIBC Mellon whereupon the Company and the Investor security shall each be restored to their respective positions immediately prior to delivery of such conversion notice, or notice of exercise of the Warrants. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, THE COMPANY'S OBLIGATIONS UNDER THIS SECTION SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENThave been satisfied in full.

Liquidated. DAMAGES ------------------ DAMAGES") in an amount equal to $.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues for the first 90-day period immediately following the occurrence of such Registration Default. The amount of the Liquidated Damages shall increase by an additional $.05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of Liquidated Damages of $.50 per week per $1,000 in principal amount of Transfer Restricted Securities; PROVIDED that the Company shall in no event be required to pay Liquidated Damages for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (a1) The Company shallupon filing of the Exchange Offer Registration Statement (and/or, and shall use its best efforts to cause CIBC Mellon toif applicable, issue and deliver Common Shares without restrictive legends within three AMEX trading days the Shelf Registration Statement), in the case of delivery (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a conversion notice under post- effective amendment to the Note Indenture Registration Statement or notice an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of exercise (iv) above, the Liquidated Damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Liquidated Damages shall be paid to the Warrants under Holders entitled thereto, in the Warrant manner provided for the payment of interest in the Exchange Indenture, on each Interest Payment Date, as applicable (more fully set forth in the "Deadline")Exchange Indenture and the Debentures. Liquidated Damages, if any, incurred prior to May 15, 2003, may be paid, at the Company's option, by the issuance of additional Debentures having an aggregate principal amount equal to the amount of such Liquidated Damages. Notwithstanding the foregoingfact that any securities for which Liquidated Damages are due cease to be Transfer Restricted Securities, the delivery all obligations of the Company above shall be conditioned on (i) the existence and effectiveness of the Registration Statement or the existence of an exemption from the registration requirements of the 1933 Act, and (ii) receipt of materials reasonably requested by the Company from the Investor (which shall not include an opinion of counsel to be delivered by the Company's counsel to CIBC Mellon regarding the effectiveness of such registration statements) to permit the issuance of certificates of Common Shares without restrictive legend or for the Company or the Investor to comply with undertakings set forth herein. The Company understands that a delay in the issuance of such certificates after the Deadline could result in economic loss to the Investor. If for any reason the Company fails to issue such certificates of Common Shares within two AMEX trading days following the Deadline, as compensation, and not as a penalty, the Company agrees to pay liquidated damages Liquidated Damages with respect to the Investor for securities shall survive until such late issuance of time as such certificates an amount equal to U.S. $500 per each U.S. $100,000 funded per day for each day such certificates are not delivered up to 10 AMEX trading days and U.S. $1,000 per each U.S. $100,000 funded per day for each day thereafter. The Company shall promptly pay the Investor any liquidated damages incurred under this section 11 by wire transfer in immediately available funds to an account designated by the Investor. Nothing herein shall waive the Company's obligations to deliver Common Shares upon a conversion of the Convertible Notes or exercise of the Warrants or limit the Investor's right to pursue actual damages (less the amount of any liquidated damages received pursuant to the foregoing) for the Company's failure to issue and deliver Common Shares with respect to such Investor consistent with the terms of this agreement and the Note Indenture and Warrant Indenture. The Company agrees that, securities shall have been satisfied in addition to any other remedies which may be available to the Investor, including the remedies available under this section, in the event the Company fails for any reason (other than as a result of actions taken by the Investor in breach of this Agreement) to effect delivery to the Investor of certificates as contemplated by this section on or prior to the Deadline, such Investor will be entitled, if prior to the delivery of such certificates, to revoke the conversion notice, or notice of exercise of the Warrants, as applicable, by delivering a notice to such effect to the Company and CIBC Mellon whereupon the Company and the Investor shall each be restored to their respective positions immediately prior to delivery of such conversion notice, or notice of exercise of the Warrants. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, THE COMPANY'S OBLIGATIONS UNDER THIS SECTION SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENTfull.

Liquidated. DAMAGES ------------------ ------------------ (a) The Company shall, and shall use its best efforts to cause CIBC Mellon to, issue and deliver Common Shares without restrictive legends within three AMEX trading days of delivery of a conversion notice under the Note Indenture or notice of exercise of the Warrants under the Warrant Indenture, as applicable (the "Deadline"). Notwithstanding the foregoing, the delivery obligations of the Company above shall be conditioned on If (i) the existence and effectiveness of the any Registration Statement or the existence of an exemption from the registration requirements of the 1933 Act, and (ii) receipt of materials reasonably requested required by the Company from the Investor (which shall this Agreement is not include an opinion of counsel to be delivered by the Company's counsel to CIBC Mellon regarding the effectiveness of such registration statements) to permit the issuance of certificates of Common Shares without restrictive legend or for the Company or the Investor to comply with undertakings set forth herein. The Company understands that a delay in the issuance of such certificates after the Deadline could result in economic loss to the Investor. If for any reason the Company fails to issue such certificates of Common Shares within two AMEX trading days following the Deadline, as compensation, and not as a penalty, the Company agrees to pay liquidated damages to the Investor for such late issuance of such certificates an amount equal to U.S. $500 per each U.S. $100,000 funded per day for each day such certificates are not delivered up to 10 AMEX trading days and U.S. $1,000 per each U.S. $100,000 funded per day for each day thereafter. The Company shall promptly pay the Investor any liquidated damages incurred under this section 11 by wire transfer in immediately available funds to an account designated by the Investor. Nothing herein shall waive the Company's obligations to deliver Common Shares upon a conversion of the Convertible Notes or exercise of the Warrants or limit the Investor's right to pursue actual damages (less the amount of any liquidated damages received pursuant to the foregoing) for the Company's failure to issue and deliver Common Shares to such Investor consistent filed with the terms of this agreement and the Note Indenture and Warrant Indenture. The Company agrees that, in addition to any other remedies which may be available to the Investor, including the remedies available under this section, in the event the Company fails for any reason (other than as a result of actions taken by the Investor in breach of this Agreement) to effect delivery to the Investor of certificates as contemplated by this section Commission on or prior to the Deadlineapplicable filing deadline specified for such filing, (ii) any such Investor will be entitled, if Registration Statement has not been declared effective by the Commission on or prior to the delivery date specified herein for such effectiveness (the "Effectiveness Target Date"), (iii) the Exchange Offer has not been consummated within 30 days of the Effectiveness Target Date with respect to such Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective immediately (each such event referred to in clauses (i) through (iv), a "Registration Default"), then Stater Bros. hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby liquidated damages (the "Liquidated Damages") in an amount equal to $.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues for the first 90-day period immediately following the occurrence of such certificatesRegistration Default. The amount of the Liquidated Damages shall increase by an additional $.05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to revoke a maximum amount of Liquidated Damages of $.50 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that Stater Bros. shall in no event be required to pay Liquidated Damages for more than one Registration Default at any given time. Notwithstanding anything to the conversion noticecontrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or notice (4) upon the filing of exercise a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the WarrantsLiquidated Damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, by delivering a notice to such effect to the Company and CIBC Mellon whereupon the Company and the Investor shall each be restored to their respective positions immediately prior to delivery of such conversion notice, or notice of exercise of the Warrants. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, THE COMPANY'S OBLIGATIONS UNDER THIS SECTION SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENTcease.

Liquidated. DAMAGES ------------------ DAMAGES: the following provisions regarding liquidated damages are applicable when so provided by the purchase order or its referenced documents. In the event that Seller fails to deliver the contract products/services covered by this order, including drawings and instruction books, Buyer shall suffer damages which are difficult if not impossible to ascertain. In the event the Seller fails to deliver contract products/services within the time called for by this order or, as the same may be extended for “excusable delay” as defined hereafter, Seller shall pay the Buyer as liquidated damages and not as penalty the amount of $_______________ per day (aor as defined on the purchase order) The Company shallor any part thereof for drawings, instruction books, etc. and $_________________per day (or as defined on the purchase order) or any part thereof for materials, supplies, products, subcontractors work, etc. In the event progress shall at any time be delayed, the Seller shall promptly notify the Buyer, in writing, stating both the cause thereof and the date delay commenced, and when the extent of such delay is determined, Seller shall use its best efforts similarly notify Buyer in writing, the extent of such delay indicating whether or not such delay. Seller shall also notify the Buyer of any anticipated delays of which it becomes aware. In the event Seller is delayed in the performance of this order due to cause CIBC Mellon excusable delays including, but not limited to, issue and deliver Common Shares without restrictive legends within three AMEX trading days unavoidable shortages of delivery labor caused by a national emergency or mobilization, fire, windstorm, flood, high water, unusually severe weather, or other acts of a conversion notice under the Note Indenture God, or notice of exercise act of the Warrants under Buyer, including additions or deductions, however each and every excusable delay must be beyond the Warrant Indenturecontrol of Seller, as applicable (without the "Deadline"). Notwithstanding the foregoing, the delivery obligations fault or negligence of the Company above shall be conditioned on (i) the existence and effectiveness of the Registration Statement or the existence of an exemption from the registration requirements of the 1933 Act, and (ii) receipt of materials reasonably requested by the Company from the Investor (which shall not include an opinion of counsel to be delivered by the Company's counsel to CIBC Mellon regarding the effectiveness of such registration statements) to permit the issuance of certificates of Common Shares without restrictive legend or for the Company or the Investor to comply with undertakings set forth herein. The Company understands that a delay in the issuance of such certificates after the Deadline could result in economic loss to the Investor. If for any reason the Company fails to issue such certificates of Common Shares within two AMEX trading days following the Deadline, as compensationSeller, and not known at the time of order placement then, the time provided for completion for completion in the order shall be extended by such time or times as will fully compensate for such periods of excusable delay substantiated to have directly or indirectly affected the work. Failure of Seller to provide Buyer with prompt notice of excusable delay shall be deemed as a penalty, the Company agrees waiver by Seller to pay claim “excusable delay” as a defense against liquidated damages to the Investor for such late issuance of such certificates an amount equal to U.S. $500 per each U.S. $100,000 funded per day for each day such certificates are not delivered up to 10 AMEX trading days and U.S. $1,000 per each U.S. $100,000 funded per day for each day thereafter. The Company shall promptly pay the Investor any liquidated damages incurred under this section 11 by wire transfer in immediately available funds to an account designated by the Investor. Nothing herein shall waive the Company's obligations to deliver Common Shares upon a conversion of the Convertible Notes or exercise of the Warrants or limit the Investor's right to pursue actual damages (less the amount of any liquidated damages received pursuant to the foregoing) for the Company's failure to issue and deliver Common Shares to such Investor consistent with the terms of this agreement and the Note Indenture and Warrant Indenture. The Company agrees that, in addition to any other remedies which may be available to the Investor, including the remedies available under this section, in the event the Company fails for any reason (other than as a result of actions taken by the Investor in breach of this Agreement) to effect delivery to the Investor of certificates as contemplated by this section on or prior to the Deadline, such Investor will be entitled, if prior to the delivery of such certificates, to revoke the conversion notice, or notice of exercise of the Warrants, as applicable, by delivering a notice to such effect to the Company and CIBC Mellon whereupon the Company and the Investor shall each be restored to their respective positions immediately prior to delivery of such conversion notice, or notice of exercise of the Warrants. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, THE COMPANY'S OBLIGATIONS UNDER THIS SECTION SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENTcharged Seller.

Liquidated. DAMAGES ------------------ If (ai) The Company shallany Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, and shall use its best efforts (ii) any such Registration Statement has not been declared effective by the Commission on or prior to cause CIBC Mellon to, issue and deliver Common Shares without restrictive legends within three AMEX trading days of delivery of a conversion notice under the Note Indenture or notice of exercise of the Warrants under the Warrant Indenture, as applicable date specified for such effectiveness in this Agreement (the "DeadlineEffectiveness Target Date"). Notwithstanding , (iii) the foregoingExchange Offer has not been Consummated within 25 Business Days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iv) subject to the provisions of Section 6(d) below, the delivery obligations of the Company above any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be conditioned on effective or fail to be usable for its intended purpose without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective immediately (each such event referred to in clauses (i) the existence and effectiveness of the through (iv), a "Registration Statement or the existence of an exemption from the registration requirements of the 1933 ActDefault"), and (ii) receipt of materials reasonably requested by then the Company from and the Investor (which shall not include an opinion of counsel to be delivered by the Company's counsel to CIBC Mellon regarding the effectiveness of such registration statements) to permit the issuance of certificates of Common Shares without restrictive legend or for the Company or the Investor to comply with undertakings set forth herein. The Company understands that a delay in the issuance of such certificates after the Deadline could result in economic loss to the Investor. If for any reason the Company fails to issue such certificates of Common Shares within two AMEX trading days following the Deadline, as compensation, Guarantors hereby jointly and not as a penalty, the Company agrees severally agree to pay liquidated damages to each Holder of Transfer Restricted Securities affected by such Registration Default with respect to the Investor for such late issuance first 90-day period immediately following the occurrence of such certificates Registration Default, in an amount equal to U.S. $500 .05 per each U.S. week per $100,000 funded per day 1,000 principal amount of Transfer Restricted Securities affected by such Registration Default held by such Holder for each week or portion thereof that the Registration Default continues. The amount of the liquidated damages shall increase by an additional $.05 per week per $1,000 in principal amount of Transfer Restricted Securities affected by such Registration Default with respect to each subsequent 90-day such certificates are not delivered period until all Registration Defaults have been cured, up to 10 AMEX trading days and U.S. a maximum amount of liquidated damages of $.50 per week per $1,000 per principal amount of Transfer Restricted Securities. All accrued Liquidated Damages will be paid by the Company in cash on each U.S. $100,000 funded per day for each day thereafter. The Damages Payment Date to the Global Note Holder (and any Holder of Certified Securities who has given wire transfer instructions to the Company shall promptly pay prior to the Investor any liquidated damages incurred under this section 11 Damages Payment Date) by wire transfer in of immediately available funds and to an account designated all other Holders of Certified Securities by mailing checks to their registered addresses. Following the Investor. Nothing herein shall waive cure of all Registration Defaults relating to any particular Transfer 6 7 Restricted Securities, the Company's obligations to deliver Common Shares upon a conversion accrual of the Convertible Notes or exercise of the Warrants or limit the Investor's right to pursue actual damages (less the amount of any liquidated damages received pursuant to the foregoing) for the Company's failure to issue and deliver Common Shares with respect to such Investor consistent with the terms Transfer Restricted Securities will cease. All obligations of this agreement and the Note Indenture and Warrant Indenture. The Company agrees that, in addition to any other remedies which may be available to the Investor, including the remedies available under this section, in the event the Company fails for any reason (other than as a result of actions taken by the Investor in breach of this Agreement) to effect delivery to the Investor of certificates as contemplated by this section on or prior to the Deadline, such Investor will be entitled, if prior to the delivery of such certificates, to revoke the conversion notice, or notice of exercise of the Warrants, as applicable, by delivering a notice to such effect to the Company and CIBC Mellon whereupon the Company and the Investor Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall each be restored survive until such time as all such obligations with respect to their respective positions immediately prior to delivery of such conversion notice, or notice of exercise of the Warrants. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, THE COMPANY'S OBLIGATIONS UNDER THIS SECTION SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENTsecurity shall have been satisfied in full.

Liquidated. DAMAGES ------------------ (a) The Company shall, and shall use its best efforts to cause CIBC Mellon to, issue and deliver Common Shares without restrictive legends within three AMEX trading days of delivery of a conversion notice under the Note Indenture or notice of exercise of the Warrants under the Warrant Indenture, as applicable (the DAMAGES"Deadline"). Notwithstanding the foregoing, the delivery obligations of the Company above shall be conditioned on (i) the existence and effectiveness of the Registration Statement or the existence of an exemption from the registration requirements of the 1933 Act, and (ii) receipt of materials reasonably requested by the Company from the Investor (which shall not include an opinion of counsel to be delivered by the Company's counsel to CIBC Mellon regarding the effectiveness of such registration statements) to permit each Holder of Transfer Restricted Securities who has complied with such Holder's obligations under this Agreement. The amount of Liquidated Damages payable during any period in which a Registration Default has occurred and is continuing is the issuance amount which is equal to one-quarter of certificates one percent (25 basis points) per annum per $1,000 principal amount of Securities and $2.50 per annum per 46.2963 shares of Common Shares without restrictive legend or for the Company or the Investor Stock (subject to comply with undertakings set forth herein. The Company understands that a delay in the issuance of such certificates after the Deadline could result in economic loss to the Investor. If for any reason the Company fails to issue such certificates of Common Shares within two AMEX trading days following the Deadline, as compensation, and not as a penalty, the Company agrees to pay liquidated damages to the Investor for such late issuance of such certificates an amount equal to U.S. $500 per each U.S. $100,000 funded per day for each day such certificates are not delivered up to 10 AMEX trading days and U.S. $1,000 per each U.S. $100,000 funded per day for each day thereafter. The Company shall promptly pay the Investor any liquidated damages incurred under this section 11 by wire transfer in immediately available funds to an account designated by the Investor. Nothing herein shall waive the Company's obligations to deliver Common Shares upon a conversion of the Convertible Notes or exercise of the Warrants or limit the Investor's right to pursue actual damages (less the amount of any liquidated damages received pursuant to the foregoing) for the Company's failure to issue and deliver Common Shares to such Investor consistent with the terms of this agreement and the Note Indenture and Warrant Indenture. The Company agrees that, in addition to any other remedies which may be available to the Investor, including the remedies available under this section, adjustment in the event of a stock split, stock recombination, stock dividend and the Company fails like) constituting Transfer Restricted Securities for the first 90 days during which a Registration Default has occurred and is continuing and one-half of one percent (50 basis points) per annum per $1,000 principal amount of Securities and $5.00 per annum per 46.2963 shares of Common Stock (subject to adjustment as set forth above) constituting Transfer Restricted Securities for any reason additional days during which a Registration Default has occurred and is continuing (other than as in each case subject to further adjustment from time to time in the event of a result stock split, stock recombination, stock dividend and the like), it being understood that all calculations pursuant to this and the preceding sentence shall be carried out to five decimals. Following the cure of actions taken by all Registration Defaults, Liquidated Damages will cease to accrue with respect to such Registration Default. Liquidated Damages shall cease to accrue in respect of any Transfer Restricted Security when it shall cease to be such. All accrued Liquidated Damages shall be paid on each Damages Payment Date in the Investor manner provided for the payment of interest in breach the Indenture, and Liquidated Damages will be calculated on the basis of this Agreement) to effect delivery a 360-day year consisting of twelve 30-day months. In the event that any Liquidated Damages are not paid when due, then to the Investor of certificates as contemplated extent permitted by this section on or prior to the Deadlinelaw, such Investor will be entitledoverdue Liquidated Damages, if prior to any, shall bear interest until paid at the delivery of such certificatesDefault Rate, to revoke compounded semi-annually. The parties hereto agree that the conversion notice, or notice of exercise Liquidated Damages provided for in this Section 2(e) constitute a reasonable estimate of the Warrants, as applicable, damages that may be incurred by delivering Holders by reason of a notice to such effect to the Company and CIBC Mellon whereupon the Company and the Investor shall each be restored to their respective positions immediately prior to delivery of such conversion notice, or notice of exercise of the Warrants. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, THE COMPANY'S OBLIGATIONS UNDER THIS SECTION SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENTRegistration Default.