Common use of Non-Registration Events Clause in Contracts

Non-Registration Events. The Company agrees that the Sellers will suffer damages if the registration statement is not filed or is not declared effective by the Commission by the dates described herein and accordingly, if (A) due to the action or inaction of the Company a registration statement is not declared effective within five days after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement will not be reviewed or that the Commission has no further comments, (B) any registration statement described in Section 11.1(i) is not filed by the Filing Date, or is not declared effective by the Effective Date or any other date set forth in Section 11.1(i), or (C) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iii) is filed and declared effective but shall thereafter cease to be effective without being succeeded within twenty-two (22) business days by an effective replacement or amended registration statement or for a period of time which shall exceed forty (45) days in the aggregate per year (defined as every rolling period of three hundred and sixty-five (365) consecutive days commencing on the effective date) (each such event shall be a “Non-Registration Event”), then the Company shall pay to the holder of Registrable Securities, as Liquidated Damages, an amount equal to one-half of one percent (.5%) for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) of the principal amount of the outstanding Notes and purchase price of Conversion Shares and Warrant Shares issued upon conversion of Notes and exercise of Warrants held by Subscribers which are subject to such Non-Registration Event with a maximum aggregate amount of Liquidated Damages not to exceed 5% of the sum of the Note principal plus aggregate actual Warrant exercise prices. The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a registration statement is filed but is withdrawn prior to being declared effective by the Commission, then such registration statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Commission relating to a registration statement must be responded to within ten (10) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate and amounts set forth above calculated from the date the response was required to have been made. Liquidated Damages shall not be payable pursuant to this Section 11.4 in connection with Registrable Securities for such times as such Registrable Securities may be sold by the holder thereof without volume limitations or other restrictions pursuant to Section 144(b)(1)(i) of the 1933 Act. Notwithstanding anything to the contrary herein, the Liquidated Damages will not be due in connection with Registrable Securities subject to a Registration Cutback and the Company shall not be required to pay Liquidated Damages as a result of such cutback.

Non-Registration Events. The Company agrees and the Investors agree that the Sellers Investors will suffer damages if the registration statement Registration Statement is not filed or is by the 10th calendar day following the Required Filing Date and not declared effective by the Commission SEC by the dates described herein Required Effectiveness Date or if, after it is declared effective, its effectiveness is not maintained in the manner and accordinglywithin the time periods contemplated by Section 2 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) due to the action Registration Statement is not filed on or inaction of before the Company a registration statement Required Filing Date, (B) the Registration Statement is not declared effective within five days after receipt by on or before the Company or its attorneys of a written or oral communication from the Commission that the registration statement will not be reviewed or that the Commission has no further comments, (B) any registration statement described in Section 11.1(i) is not filed by the Filing Required Effectiveness Date, or is not declared effective by the Effective Date or any other date set forth in Section 11.1(i), or (C) any registration statement Registration Statement described in Sections 11.1(i), 11.1(ii) or 11.1(iii) Section 2 is filed and declared effective but shall thereafter cease to be effective without being succeeded within twenty-two (22) business days by an effective replacement or amended registration statement or for a period of time which shall exceed forty (4540) days in the aggregate per year (defined as every rolling a period of three hundred and sixty-five (365) consecutive 365 days commencing on the effective datedate the Registration Statement is declared effective) (each such event shall be event, a “Non-Registration Event”), then the Company shall pay deliver to the holder of Registrable SecuritiesInvestors, as liquidated damages (“Liquidated Damages”), an amount equal to one-half of one percent (.51.0%) of the aggregate purchase price paid by such Investor pursuant to the Note Purchase Agreement for any unregistered Registrable Securities then held by such Holder and for each subsequent thirty (30) days day period (or such lesser pro-pro rata amount for any period of less than thirty (30) days) of the principal amount of the outstanding Notes and purchase price of Conversion Shares and Warrant Shares issued upon conversion of Notes and exercise of Warrants held by Subscribers which are subject to such Non-Registration Event with a Event. The maximum aggregate amount of Liquidated Damages not payable to exceed 5% the Investor under this Agreement shall be six percent (6.0%) of the sum of aggregate purchase price paid by such Investor pursuant to the Note principal plus aggregate actual Warrant exercise pricesPurchase Agreement. The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a registration statement Registration Statement is filed by the Required Filing Date but is withdrawn prior to being declared effective by the CommissionSEC, then such registration statement Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Commission relating to a registration statement must be responded to within ten (10) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate and amounts set forth above calculated from the date the response was required to have been made. Liquidated Damages shall not be payable pursuant to this Section 11.4 in connection with Registrable Securities for such times as such Registrable Securities may be sold by the holder thereof without volume limitations or other restrictions pursuant to Section 144(b)(1)(i) of the 1933 Act. Notwithstanding anything to the contrary herein, the Liquidated Damages will not be due in connection with Registrable Securities subject to a Registration Cutback and the Company shall not be required to pay Liquidated Damages as a result of such cutbackfiled.

Non-Registration Events. The Company agrees and the Subscribers agree that the Sellers will suffer damages if the registration statement Registration Statement is not filed or is by the Filing Date and not declared effective by the Commission by the dates described herein Effective Date, and accordinglyany registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) due to the action Registration Statement is not filed on or inaction of before the Company a registration statement Filing Date, (B) is not declared effective on or before the Effective Date, (C) the Registration Statement is not declared effective within five three (3) business days after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement Registration Statement will not be reviewed or that the Commission has no further comments, (BD) any if the registration statement described in Section Sections 11.1(i) or 11.1(ii) is not filed by the Filing Datewithin 60 days after such written request, or is not declared effective by the Effective Date or any other date set forth in Section 11.1(i)within 120 days after such written request, or (CE) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iii11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded within twenty-two fifteen (2215) business days by an effective replacement or amended registration statement or statement) for a period of time which shall exceed forty (45) 30 days in the aggregate per year (defined as every rolling a period of three hundred and sixty-five (365) consecutive 365 days commencing on the effective datedate the Registration Statement is declared effective) or more than 20 consecutive days (each such event shall be referred to in clauses A through E of this Section 11.4 is referred to herein as a “"Non-Registration Event”"), then the Company shall pay deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to one-half of one percent (.51%) for each thirty forty-five (3045) days (or such lesser pro-rata amount for any period of less than thirty (30) days) part thereof, thereafter of the principal amount Purchase Price of the outstanding Notes and purchase price of Conversion Shares and Warrant Shares issued upon conversion of Notes and exercise of Warrants held acquired by Subscribers which are subject to such Non-Registration Event with a maximum aggregate amount of Liquidated Damages not to exceed 5% of the sum of the Note principal plus aggregate actual Warrant exercise pricesholder hereunder. The Company must pay the Liquidated Damages in cashcash or an amount equal to one hundred and fifty percent (150%) of such cash Liquidated Damages if paid in additional shares of registered unlegended free-trading shares of Common Stock. Such Common Stock shall be valued at a per share value equal to the average of the five (5) lowest closing bid prices of the Common Stock as reported by Bloomberg L.P. for the twenty (20) trading days preceding the first day of each forty-five (45) day or shorter period for which Liquidated Damages are payable. The Liquidated Damages must be paid within ten (10) days after the end of each thirty forty-five (3045) day period or shorter part thereof for which Liquidated Damages are payable. In the event a registration statement Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such registration statement Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordinglyfiled. All oral or written and accounting comments received from the Commission relating to a registration statement the Registration Statement must be responded to within ten (10) business days after receipt of comments from the Commissiondays. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate and amounts set forth above calculated from above. Notwithstanding the date foregoing, the response was required Company shall not be liable to have been madethe Subscriber under this Section 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement. Liquidated Damages shall will not accrue nor be payable pursuant to this Section 11.4 in connection with nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities for such times as such Registrable Securities may be sold are transferable by the holder thereof without volume limitations or other restrictions of Registrable Securities pursuant to Section 144(b)(1)(iRule 144(k) of under the 1933 Act. Notwithstanding anything to the contrary herein, the Liquidated Damages will not be due in connection with Registrable Securities subject to a Registration Cutback and the Company shall not be required to pay Liquidated Damages as a result of such cutback.

Non-Registration Events. The Company agrees that the Sellers will suffer damages if any registration statement required under Section 7.1(a) or 7.1(b) is not filed within sixty (60) days after written request and declared effective by the Commission within one hundred eighty (180) days after such request, and maintained in the manner and within the time periods contemplated by Section 7, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) if the registration statement described in Section 7.1(a) or 7.1(b) is not filed within sixty (60) days after such written request, or is not declared effective by the Commission by the dates described herein and accordingly, if within one hundred eighty (A180) due to the action or inaction of the Company a registration statement is not declared effective within five days after receipt by the Company such written request, or its attorneys of a written or oral communication from the Commission that the registration statement will not be reviewed or that the Commission has no further comments, (B) any registration statement described in Section 11.1(i) is not filed by the Filing Date, or is not declared effective by the Effective Date or any other date set forth in Section 11.1(i), or (C) any registration statement described in Sections 11.1(i), 11.1(ii7.1(a) or 11.1(iii7.1(b) is filed and declared effective but shall thereafter cease to be effective without being succeeded within twenty-two thirty (2230) business days by an effective replacement or amended registration statement or for a period of time which shall exceed forty sixty (4560) days in the aggregate per year (defined as every rolling period of three hundred and sixty-five (365) 365 consecutive days commencing on the actual effective datedate of such registration statement) (each such event shall be referred to in clauses A and B of this Section 7.4 is referred to herein as a “Non-Registration Event”), then the Company shall pay to the holder of Registrable Securities, as “Liquidated Damages”, an amount equal to one-half of one percent (.51%) for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) of the principal amount (i) purchase price of the outstanding Notes and (ii) purchase price of the Conversion Shares and Warrant Shares issued upon conversion of Notes and exercise of Warrants held by Subscribers Investors which are subject to such Non-Registration Event with a maximum aggregate amount of Event; provided, however, that the Company shall not be required to pay any Liquidated Damages not to exceed 5% any Investor pursuant to this Section 7.4 in excess of the sum four percent (4%) of the Note principal plus a Investor’s aggregate actual Warrant exercise pricesPurchase Price hereunder. The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be paid within ten (10) business days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a registration statement is filed but is withdrawn prior to being declared effective by the Commission, then such registration statement Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Commission relating to a registration statement must be responded to within ten (10) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate and amounts set forth above calculated from the date the response was required to have been made. Liquidated Damages shall not be payable pursuant to this Section 11.4 7.4 in connection with Registrable Securities for such times as such Registrable Securities may be sold by the holder thereof without volume limitations or other restrictions pursuant to Section 144(b)(1)(i) of the 1933 Securities Act. Notwithstanding anything The Company may require, from time to time, information from a holder of the contrary hereinSecurities that is necessary to complete the registration statement in accordance with the requirements of the Securities Act. In the event of the failure by such holder to comply with the Company’s request within fifteen (15) business days from the date of such request, the Liquidated Damages will not be due in connection with Registrable Securities subject to a Registration Cutback and the Company shall not be required permitted to pay exclude such holder from a registration statement without being subject to the payment of any amount of Liquidated Damages as a result of to such cutbackholder. At such time that such holder complies with the Company’s request, the Company shall use its reasonable best efforts to include such holder in the registration statement.

Non-Registration Events. The Company agrees and the Subscribers agree that the Sellers will suffer damages if the registration statement Registration Statement is not filed or is by the Filing Date and not declared effective by the Commission by the dates described herein Effective Date, and accordinglyany registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) due to the action Registration Statement is not filed on or inaction of before the Company a registration statement Filing Date, (B) is not declared effective on or before the Effective Date, (C) the Registration Statement is not declared effective within five three (3) business days after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement Registration Statement will not be reviewed or that the Commission has no further comments, (BD) any if the registration statement described in Section Sections 11.1(i) or 11.1(ii) is not filed by the Filing Datewithin 60 days after such written request, or is not declared effective by the Effective Date or any other date set forth in Section 11.1(i)within 120 days after such written request, or (CE) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iii11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded within twenty-two fifteen (2215) business days by an effective replacement or amended registration statement or statement) for a period of time which shall exceed forty (45) 30 days in the aggregate per year (defined as every rolling a period of three hundred and sixty-five (365) consecutive 365 days commencing on the effective datedate the Registration Statement is declared effective) or more than 20 consecutive days (each such event shall be referred to in clauses A through E of this Section 11.4 is referred to herein as a “"Non-Registration Event”"), then the Company shall pay deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to one-half of one two percent (.52%) for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) part thereof, thereafter of the principal amount Purchase Price of the outstanding Notes remaining unconverted and purchase price of Conversion Shares and Warrant Shares issued upon conversion of the Notes and exercise owned of Warrants held record by Subscribers such holder which are subject to such Non-Registration Event with a maximum aggregate amount of Liquidated Damages not to exceed 5% of the sum of the Note principal plus aggregate actual Warrant exercise pricesEvent. The Company must pay the Liquidated Damages in cashcash or an amount equal to two hundred percent of such cash Liquidated Damages if paid in additional shares of registered unlegended free-trading shares of Common Stock. Such Common Stock shall be valued at a per share value equal to 80% of the average of the five (5) lowest closing bid prices of the Common Stock as reported by Bloomberg L.P. for the twenty (20) trading days preceding the first day of each thirty (30) day or shorter period for which Liquidated Damages are payable. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a registration statement Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such registration statement Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordinglyfiled. All oral or written and accounting comments received from the Commission relating to a registration statement the Registration Statement must be responded to within ten (10) business days after receipt of comments from the Commissiondays. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate and amounts set forth above calculated from above. Notwithstanding the date foregoing, the response was required Company shall not be liable to have been madethe Subscriber under this Section 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement. Liquidated Damages shall will not accrue nor be payable pursuant to this Section 11.4 in connection with nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities for such times as such Registrable Securities may be sold are transferable by the holder thereof without volume limitations or other restrictions of Registrable Securities pursuant to Section 144(b)(1)(iRule 144(k) of under the 1933 Act. Notwithstanding anything to the contrary herein, the Liquidated Damages will not be due in connection with Registrable Securities subject to a Registration Cutback and the Company shall not be required to pay Liquidated Damages as a result of such cutback.

Non-Registration Events. The Company agrees and the Subscribers agree that the Sellers will suffer damages if the registration statement Registration Statement is not filed or is by the Filing Date and not declared effective by the Commission by the dates described herein Effective Date, and accordinglyany registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) due to the action Registration Statement is not filed on or inaction of before the Company a registration statement Filing Date, (B) is not declared effective on or before the Effective Date, (C) the Registration Statement is not declared effective within five three (3) business days after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement Registration Statement will not be reviewed or that the Commission has no further comments, (BD) any if the registration statement described in Section Sections 11.1(i) or 11.1(ii) is not filed by the Filing Datewithin 60 days after such written request, or is not declared effective by the Effective Date or any other date set forth in Section 11.1(i)within 120 days after such written request, or (CE) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iii11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded within twenty-two fifteen (2215) business days by an effective replacement or amended registration statement or statement) for a period of time which shall exceed forty (45) 20 days in the aggregate per year (defined as every rolling a period of three hundred and sixty-five (365) consecutive 365 days commencing on the effective datedate the Registration Statement is declared effective) (each such event shall be referred to in clauses (A) through (E) of this Section 11.4 is referred to herein as a “"Non-Registration Event”"), then the Company shall pay deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to one-half of one two percent (.52%) for each thirty (30) days (or part thereof during the pendency of such lesser pro-rata amount for any period of less than thirty (30) days) default, of the principal amount Purchase Price of the outstanding Notes remaining unconverted and purchase price of Conversion Shares and Warrant Shares issued upon conversion of the Notes and exercise owned of Warrants held record by Subscribers such holder which are subject to such Non-Registration Event with a maximum aggregate amount of Liquidated Damages not to exceed 5% of the sum of the Note principal plus aggregate actual Warrant exercise pricesEvent. The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a registration statement Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such registration statement Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordinglyfiled. All oral or written comments received from the Commission relating to a registration statement the Registration Statement must be satisfactorily responded to within ten (10) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate and amounts set forth above calculated from above. Notwithstanding the date foregoing, the response was required Company shall not be liable to have been madethe Subscriber under this Section 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement. Liquidated Damages shall will not accrue nor be payable pursuant to this Section 11.4 in connection with nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities for such times as such Registrable Securities may be sold are transferable by the holder thereof without volume limitations or other restrictions of Registrable Securities pursuant to Section 144(b)(1)(iRule 144(k) of under the 1933 Act. Notwithstanding anything to the contrary herein, the Liquidated Damages will not be due in connection with Registrable Securities subject to a Registration Cutback and the Company shall not be required to pay Liquidated Damages as a result of such cutback.

Non-Registration Events. The Company agrees and the Subscribers agree that the Sellers will suffer damages if the registration statement Registration Statement is not filed or is by the Required Filing Date and not declared effective by the Commission by the dates described herein Required Effective Date or if, after it is declared effective, its effectiveness is not maintained in the manner and accordinglywithin the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) due to the action Registration Statement is not filed on or inaction of before the Company a registration statement Required Filing Date, (B) the Registration Statement is not declared effective on or before the Effective Date, (C) the Registration Statement is not declared effective within five seven (7) business days after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement Registration Statement will not be reviewed or that the Commission has no further comments, (BD) any registration statement described in Section 11.1(i) is not filed by the Filing Date, or is not declared effective by the Effective Date or any other date set forth in Section 11.1(i), or (C) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iii) is filed and 11 declared effective but shall thereafter cease to be effective without being succeeded within twenty-two (22) business days by an effective replacement or amended registration statement or for a period of time which shall exceed forty (45) 30 days in the aggregate per year (defined as every rolling a period of three hundred and sixty-five (365) consecutive 365 days commencing on the effective datedate the Registration Statement is declared effective) or more than 20 consecutive days at any one time (each such event shall be referred to in clauses A through D of this Section 11(d) is referred to herein as a “"Non-Registration Event”"), then the Company shall pay deliver to the holder of Registrable Securities, as liquidated damages ("Liquidated Damages"), an amount equal to one-half of one two percent (.52%) of the Purchase Price of the Shares owned of record by such holder for each thirty (30) days (or such lesser pro-pro rata amount for any period of less than thirty (30) days) of the principal amount of the outstanding Notes and purchase price of Conversion Shares and Warrant Shares issued upon conversion of Notes and exercise of Warrants held by Subscribers which are subject to such Non-Registration Event with a maximum aggregate amount Event, but in no event shall Liquidated Damages exceed 180 days of Liquidated Damages not to exceed 5% of the sum of the Note principal plus aggregate actual Warrant exercise pricesDamages. The Company must pay the Liquidated Damages in cash, except that, subject to the conditions described below, the Company may pay the Liquidated Damages in shares of Common Stock (with each share valued at the then effective Share Purchase Price); such shares are referred to as "Payment Shares." The Company may issue Payment Shares if, but only if the Effective Date is on or before the date which is 300 days after the Closing Date and the Registration Statement covering the Payment Shares to be issued to the Seller is then effective. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a registration statement Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such registration statement Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordinglyfiled. All oral or written comments received from the Commission relating to a registration statement the Registration Statement must be satisfactorily responded to within ten (10) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate and amounts set forth above calculated from above. Notwithstanding the date foregoing, the response was required Company shall not be liable to have been madethe Seller under this Section 11(d) for any events or delays occurring as a consequence of the acts or omissions of the Seller contrary to the obligations undertaken by Sellers in this Agreement. Liquidated Damages shall will not accrue nor be payable pursuant to this Section 11.4 in connection with 11d) nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities for such times as such Registrable Securities may be sold are transferable by the holder thereof without volume limitations or other restrictions of Registrable Securities pursuant to Section 144(b)(1)(iRule 144(k) of under the 1933 Act. Notwithstanding anything to the contrary herein, the Liquidated Damages will not be due in connection with Registrable Securities subject to a Registration Cutback and the Company shall not be required to pay Liquidated Damages as a result of such cutback.

Non-Registration Events. The Except to the extent provided in paragraph (d) (ii) below, the Company agrees and the Subscribers agree that the Sellers will suffer damages if the registration statement Registration Statement is not filed or is by the Required Filing Date and not declared effective by the Commission by the dates described herein Required Effective Date or if, after it is declared effective, its effectiveness is not maintained in the manner and accordinglywithin the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) due to the action any Registration Statement is not filed on or inaction of before the Company a registration statement Required Filing Date or Additional Filing Date , (B) the Registration Statement is not declared effective on or before the Effective Date or Additional Effective Date , (C) the Registration Statement is not declared effective within five seven (7) business days after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement Registration Statement will not be reviewed or that the Commission has no further comments, (BD) any registration statement described in Section 11.1(i) is not filed by the Filing Date, or is not declared effective by the Effective Date or any other date set forth in Section 11.1(i), or (C) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iii) is filed and 11 declared effective but shall thereafter cease to be effective without being succeeded within twenty-two (22) business days by an effective replacement or amended registration statement or for a period of time which shall exceed forty (45) 30 days in the aggregate per year (defined as every rolling a period of three hundred and sixty-five (365) consecutive 365 days commencing on the effective datedate the Registration Statement is declared effective) or more than 20 consecutive days at any one time (each such event shall be referred to in clauses A through D of this Section 11(d) is referred to herein as a “Non-Registration Event”), then the Company shall pay deliver to the holder of Registrable Securities, as liquidated damages (“Liquidated Damages”), an amount equal to one-half of one two percent (.52%) of the Aggregate Purchase Price of the Purchased Shares owned of record by such holder for each thirty (30) days (or such lesser pro-pro rata amount for any period of less than thirty (30) days) of the principal amount of the outstanding Notes and purchase price of Conversion Shares and Warrant Shares issued upon conversion of Notes and exercise of Warrants held by Subscribers which are subject to such Non-Registration Event with a maximum aggregate amount Event, but in no event shall Liquidated Damages exceed 180 days of Liquidated Damages not to exceed 5% of the sum of the Note principal plus aggregate actual Warrant exercise pricesDamages. The Company must pay the Liquidated Damages in cash, except that, subject to the conditions described below, the Company may pay the Liquidated Damages in shares of Common Stock (with each share valued at the then effective Share Purchase Price); such shares are referred to as “Payment Shares.” The Company may issue Payment Shares if, but only if the Effective Date is on or before the date which is 300 days after the Closing Date and the Registration Statement covering the Payment Shares to be issued to the Seller is then effective. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a registration statement Registration Statement is filed by the Filing Date or Additional Filing Date but is withdrawn prior to being declared effective by the Commission, then such registration statement Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordinglyfiled. All oral or written comments received from the Commission relating to a registration statement the Registration Statement must be satisfactorily responded to within ten thirty (1030) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate and amounts set forth above calculated from above. Notwithstanding the date foregoing, the response was required Company shall not be liable to have been madethe Seller under this Section 11(d) for any events or delays occurring as a consequence of the acts or omissions of the Seller contrary to the obligations undertaken by Sellers in this Agreement. Liquidated Damages shall will not accrue nor be payable pursuant to this Section 11.4 in connection with 11(d) nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities for such times as such Registrable Securities may be sold are transferable by the holder thereof without volume limitations or other restrictions of Registrable Securities pursuant to Section 144(b)(1)(iRule 144(d) of under the 1933 Act. Notwithstanding anything to the contrary herein, the Liquidated Damages will not be due in connection with Registrable Securities subject to a Registration Cutback and the Company shall not be required to pay Liquidated Damages as a result of such cutback.

Non-Registration Events. The Company agrees and the Purchasers agree that the Sellers Purchasers will suffer damages if the registration statement Registration Statement is not filed or is by the Required Filing Date and not declared effective by the Commission by the dates described herein Required Effectiveness Date or if, after it is declared effective, its effectiveness is not maintained in the manner and accordinglywithin the time periods contemplated by Section 2 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) due to the action Registration Statement is not filed on or inaction of before the Company a registration statement Required Filing Date, (B) the Registration Statement is not declared effective within five days after receipt by on or before the Company or its attorneys of a written or oral communication from the Commission that the registration statement will not be reviewed or that the Commission has no further comments, (B) any registration statement described in Section 11.1(i) is not filed by the Filing Required Effectiveness Date, or is not declared effective by the Effective Date or any other date set forth in Section 11.1(i), or (C) any registration statement Registration Statement described in Sections 11.1(i), 11.1(ii) or 11.1(iii) Section 2 is filed and declared effective but shall thereafter cease to be effective without being succeeded within twenty-two (22) business days by an effective replacement or amended registration statement or for a period of time which shall exceed forty (4540) days in the aggregate per year (defined as every rolling a period of three hundred and sixty-five (365) consecutive 365 days commencing on the effective datedate the Registration Statement is declared effective) (each such event shall be event, a “Non-Registration Event”), then the Company shall pay deliver to the holder of Registrable SecuritiesPurchasers, as liquidated damages (“Liquidated Damages”), an amount equal to one-half of one percent (.51.0%) of the aggregate purchase price paid by such Purchaser pursuant to the Purchase Agreement for any unregistered Registrable Securities then held by such Holder and for each subsequent thirty (30) days day period (or such lesser pro-pro rata amount for any period of less than thirty (30) days) of the principal amount of the outstanding Notes and purchase price of Conversion Shares and Warrant Shares issued upon conversion of Notes and exercise of Warrants held by Subscribers which are subject to such Non-Registration Event with a Event. The maximum aggregate amount of Liquidated Damages not payable to exceed 5% the Purchaser under this Agreement shall be five percent (5.0%) of the sum of aggregate purchase price paid by such Purchaser pursuant to the Note principal plus aggregate actual Warrant exercise pricesPurchase Agreement. The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a registration statement Registration Statement is filed by the Required Filing Date but is withdrawn prior to being declared effective by the Commission, then such registration statement Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Commission relating to a registration statement must be responded to within ten (10) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate and amounts set forth above calculated from the date the response was required to have been made. Liquidated Damages shall not be payable pursuant to this Section 11.4 in connection with Registrable Securities for such times as such Registrable Securities may be sold by the holder thereof without volume limitations or other restrictions pursuant to Section 144(b)(1)(i) of the 1933 Act. Notwithstanding anything to the contrary herein, the Liquidated Damages will not be due in connection with Registrable Securities subject to a Registration Cutback and the Company shall not be required to pay Liquidated Damages as a result of such cutbackfiled.

Non-Registration Events. The Company agrees that the Sellers will suffer damages if the registration statement is not filed or is not declared effective by the Commission by the dates described herein and accordingly, if (A) due to the action or inaction of the Company a registration statement is not declared effective within five days after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement will not be reviewed or that the Commission has no further comments, (B) any registration statement described in Section 11.1(i) is not filed by the Filing Date, or is not declared effective by the Effective Date or any other date set forth in Section 11.1(i), or (C) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iii) is filed and declared effective but shall thereafter cease to be effective without being succeeded within twenty-two (22) business days by an effective replacement or amended registration statement or for a period of time which shall exceed forty thirty (4530) days in the aggregate per year (defined as every rolling period of three hundred and sixty-five (365) consecutive days commencing on the effective date) (each such event shall be a “Non-Registration Event”), then the Company shall pay to the holder of Registrable Securities, as Liquidated Damages, an amount equal to one percent (1%) for the initial thirty (30) days, and one and one-half of one percent (.51.5%) for each thirty (30) days thereafter (or such lesser pro-rata amount for any period of less than thirty (30) days) of the principal amount of the outstanding Notes and purchase price of Conversion Shares and Warrant Shares issued upon conversion of Notes and exercise of Warrants held by Subscribers which are subject to such Non-Registration Event with a maximum aggregate amount of Liquidated Damages not to exceed 510% of the sum of the Note principal plus aggregate actual Warrant exercise prices. The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a registration statement is filed but is withdrawn prior to being declared effective by the Commission, then such registration statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments communications received from the Commission relating to a registration statement must be responded to within ten (10) business days after receipt of comments such communication from the Commission. Failure to timely respond to Commission comments communications is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate and amounts set forth above calculated from the date the response was required to have been made. Liquidated Damages shall not be payable pursuant to this Section 11.4 in connection with Registrable Securities for such times as such Registrable Securities may be sold by the holder thereof without volume limitations or other restrictions pursuant to Section 144(b)(1)(i) of the 1933 Act. Notwithstanding anything to the contrary herein, the Liquidated Damages will not be due in connection with Registrable Securities subject to a Registration Cutback and the Company shall not be required to pay Liquidated Damages as a result of such cutback.

Non-Registration Events. The Company agrees and the Subscribers agree that the Sellers will suffer damages if the registration statement Registration Statement is not filed or is by the Filing Date and not declared effective by the Commission by the dates described herein Effective Date, and accordinglyany registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) due to the action Registration Statement is not filed on or inaction of before the Company a registration statement Filing Date, (B) is not declared effective on or before the Effective Date, (C) the Registration Statement is not declared effective within five three (3) business days after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement Registration Statement will not be reviewed or that the Commission has no further comments, (BD) any if the registration statement described in Section Sections 11.1(i) or 11.1(ii) is not filed by the Filing Datewithin 60 days after such written request, or is not declared effective by the Effective Date or any other date set forth in Section 11.1(i)within 120 days after such written request, or (CE) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iii11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded within twenty-two fifteen (2215) business days by an effective replacement or amended registration statement or statement) for a period of time which shall exceed forty (45) 30 days in the aggregate per year (defined as every rolling a period of three hundred and sixty-five (365) consecutive 365 days commencing on the effective datedate the Registration Statement is declared effective) or more than 20 consecutive days (each such event shall be referred to in clauses A through E of this Section 11.4 is referred to herein as a “"Non-Registration Event”"), then the Company shall pay deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to one-half of one two percent (.52%) for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) part thereof, thereafter of the principal amount Purchase Price of the outstanding Notes remaining unconverted and purchase price of Conversion Shares and Warrant Shares issued upon conversion of the Notes and exercise owned of Warrants held record by Subscribers such holder which are subject to such Non-Registration Event with a maximum aggregate amount of Liquidated Damages not to exceed 5% of the sum of the Note principal plus aggregate actual Warrant exercise pricesEvent. The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a registration statement Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such registration statement Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordinglyfiled. All oral or written comments received from the Commission relating to a registration statement the Registration Statement must be satisfactorily responded to within ten (10) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate and amounts set forth above calculated from above. Notwithstanding the date foregoing, the response was required Company shall not be liable to have been madethe Subscriber under this Section 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement. Liquidated Damages shall will not accrue nor be payable pursuant to this Section 11.4 in connection with nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities for such times as such Registrable Securities may be sold are transferable by the holder thereof without volume limitations or other restrictions of Registrable Securities pursuant to Section 144(b)(1)(iRule 144(k) of under the 1933 Act. Notwithstanding anything to the contrary herein, the Liquidated Damages will not be due in connection with Registrable Securities subject to a Registration Cutback and the Company shall not be required to pay Liquidated Damages as a result of such cutback.

Non-Registration Events. The Company agrees that the Sellers will suffer damages if any registration statement required under Section 11.1(i) or 11.1(ii) is not filed within sixty (60) days after written request and declared effective by the Commission within one hundred eighty (180) days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) if the registration statement described in Section 11.1(i) or 11.1(ii) is not filed within sixty (60) days after such written request, or is not declared effective by the Commission by the dates described herein and accordingly, if within one hundred eighty (A180) due to the action or inaction of the Company a registration statement is not declared effective within five days after receipt by the Company such written request, or its attorneys of a written or oral communication from the Commission that the registration statement will not be reviewed or that the Commission has no further comments, (B) any registration statement described in Section Sections 11.1(i) is not filed by the Filing Date, or is not declared effective by the Effective Date or any other date set forth in Section 11.1(i), or (C) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iii) is filed and declared effective but shall thereafter cease to be effective without being succeeded within twenty-two thirty (2230) business days by an effective replacement or amended registration statement or for a period of time which shall exceed forty sixty (4560) days in the aggregate per year (defined as every rolling period of three hundred and sixty-five (365) 365 consecutive days commencing on the actual effective datedate of such registration statement) (each such event shall be referred to in clauses A and B of this Section 11.4 is referred to herein as a “Non-Registration Event”), then the Company shall pay to the holder of Registrable Securities, as “Liquidated Damages”, an amount equal to one-half of one percent (.51%) for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) of the principal amount (i) purchase price of the outstanding Notes Preferred Stock and (ii) purchase price of the Conversion Shares and Warrant Shares issued upon conversion of Notes Preferred Stock and exercise of Warrants held by Subscribers which are subject to such Non-Registration Event with a maximum aggregate amount of Event; provided, however that the Company shall not be required to pay any Liquidated Damages not to exceed 5% any Subscriber pursuant to this Section 11.4 in excess of the sum four percent (4%) of the Note principal plus a Subscriber’s aggregate actual Warrant exercise pricesPurchase Price hereunder. The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be paid within ten (10) business days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a registration statement is filed but is withdrawn prior to being declared effective by the Commission, then such registration statement Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Commission relating to a registration statement must be responded to within ten (10) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate and amounts set forth above calculated from the date the response was required to have been made. Liquidated Damages shall not be payable pursuant to this Section 11.4 in connection with Registrable Securities for such times as such Registrable Securities may be sold by the holder thereof without volume limitations or other restrictions pursuant to Section 144(b)(1)(i) of the 1933 Act. Notwithstanding anything The Company may require, from time to time, information from a holder of the contrary hereinSecurities that is necessary to complete the registration statement in accordance with the requirements of the 1933. In the event of the failure by such holder to comply with the Company’s request within fifteen (15) business days from the date of such request, the Liquidated Damages will not be due in connection with Registrable Securities subject to a Registration Cutback and the Company shall not be required permitted to pay exclude such holder from a registration statement without being subject to the payment of any amount of Liquidated Damages as a result of to such cutbackholder. At such time that such holder complies with the Company’s request, the Company shall use its reasonable best efforts to include such holder in the registration statement.

Non-Registration Events. The Company agrees and the Purchaser agree that the Sellers Purchaser will suffer damages if the any registration statement required under Section 9.1(a) above is not filed or is within 30 days after written request by the holder and not declared effective by the Commission SEC within 90 days after such request, and maintained in the manner and within the time periods contemplated by Section 9 hereof, and it would not be feasible to ascertain the dates described herein and accordinglyextent of such damages with precision. Accordingly, if (Ai) due to the action or inaction of the Company a registration statement is not declared effective within five days after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement will not be reviewed or that the Commission has no further comments, (B) any registration statement Registration Statement described in Section 11.1(i9.1(a) is not filed by the Filing Datewithin 30 days of such written request, or is not declared effective by the Effective Date SEC on or any other prior to the date set forth in Section 11.1(i)that is 90 days after such request, or (Cii) the registration statement on Form S-3 or such other form as described in Section 9.1(d) is not filed on or before the Filing Date or not declared effective on or before the sooner of the Effective Date, or within five days of receipt by the Company of a communication from the SEC that the registration statement described in Section 9.1(d) will not be reviewed, or (iii) any registration statement described in Sections 11.1(i), 11.1(iiSection 9.1(a) or 11.1(iii(d) is filed and declared effective but shall thereafter cease to be effective (without being succeeded within twenty-two (22) business days immediately by an effective replacement or amended additional registration statement or filed and declared effective) for a period of time which shall exceed forty (45) 30 days in the aggregate per year but not more than 20 consecutive calendar days (defined as every rolling a period of three hundred and sixty-five (365) consecutive 365 days commencing on the effective datedate the Registration Statement is declared effective) (each such event shall be referred to in this Section 9.4 is referred to herein as a “"Non-Registration Event”"), then the Company shall pay to the holder of Registrable Securitiesthen, for so long as Liquidated Damages, an amount equal to one-half of one percent (.5%) for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) of the principal amount of the outstanding Notes and purchase price of Conversion Shares and Warrant Shares issued upon conversion of Notes and exercise of Warrants held by Subscribers which are subject to such Non-Registration Event with a maximum aggregate amount of shall continue, the Company shall pay in cash as Liquidated Damages not to exceed 5% each holder of any Registrable Securities an amount equal to two percent (2%) per month or part thereof during the pendency of such Non-Registration Event of the sum initial principal amount of the Note principal plus aggregate actual Warrant exercise prices. The Company must pay issued in connection with the Liquidated Damages in cash. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period Offering, whether or shorter part thereof for which Liquidated Damages are payablenot converted, and whether or not redeemed. In the event a registration statement Mandatory Redemption Payment is filed but is withdrawn prior to being declared effective demanded from the Company by the Commissionholder pursuant to Section 8.2 of this Agreement, then such registration statement will the Liquidated Damages described in this Section 9.4 shall no longer accrue on the portion of the purchase price underlying the Mandatory Redemption Payment, from and after the date the holder receives the Mandatory Redemption Payment. It shall be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Commission relating to a registration statement must be responded to within ten (10) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of extent that all the Common Stock included in the Registrable Securities and underlying the Securities is not included in an effective registration statement as of and after the Effective Date at the same rate conversion prices in effect from and amounts set forth above calculated from after the date the response was required to have been made. Liquidated Damages shall not be payable pursuant to this Section 11.4 in connection with Registrable Securities for such times as such Registrable Securities may be sold by the holder thereof without volume limitations or other restrictions pursuant to Section 144(b)(1)(i) of the 1933 Act. Notwithstanding anything to the contrary herein, the Liquidated Damages will not be due in connection with Registrable Securities subject to a Registration Cutback and the Company shall not be required to pay Liquidated Damages as a result of such cutbackEffective Date.

Non-Registration Events. The Company agrees and the Subscribers agree that the Sellers will suffer damages if the any registration statement described in Section 11 is not filed or is not declared effective by the Commission by the dates described herein and accordingly, if (A) but due to the action or inaction of the Company a Company, such registration statement is not declared effective within five three (3) business days after receipt by the Company or its attorneys of a written or oral communication from the Commission that the such registration statement will not be reviewed or that the Commission has no further comments, (B) any registration statement described in Section 11.1(i) is not filed by the Filing Date, or is not declared effective by the Effective Date or any other date set forth in Section 11.1(i), or (C) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iii) is filed and declared effective but shall thereafter cease to be effective without being succeeded within twenty-two fifteen (2215) business days by an effective replacement or amended registration statement or for a period of time which shall exceed forty thirty (4530) days in the aggregate per year (defined as every rolling period of three hundred and sixty-five (365) 365 consecutive days commencing on the actual effective date) date (each such event shall be is referred to as a “"Non-Registration Event”"), then the Company shall pay deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to one-half of one two percent (.52%) for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) of the principal amount Principal Amount of the outstanding Notes and purchase price of Conversion Shares and Warrant Shares issued upon conversion of the Notes and exercise owned of Warrants held record by Subscribers such holder which are subject to such Non-Registration Event with a maximum aggregate amount of Liquidated Damages not to exceed 5% of the sum of the Note principal plus aggregate actual Warrant exercise pricesEvent. The Company must may pay the Liquidated Damages in cash. The maximum amount of Liquidated Damages payable in connection with Non-Registration Event may not exceed twenty-four percent (24%). The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a registration statement is filed but is withdrawn prior to being declared effective by the Commission, then such registration statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Commission relating to a the registration statement must be satisfactorily responded to within ten fifteen (1015) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate and amounts set forth above calculated from above. Notwithstanding the date foregoing, the response was required Company shall not be liable to have been madethe Subscriber under this Section 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement. Liquidated Damages shall will not accrue nor be payable pursuant to this Section 11.4 in connection with nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities for such times as such Registrable Securities may be sold are transferable by the holder thereof without volume limitations or other restrictions of Registrable Securities pursuant to Section 144(b)(1)(iRule 144(k) of under the 1933 Act. Notwithstanding anything to the contrary herein, the Liquidated Damages will not be due in connection with Registrable Securities subject to a Registration Cutback and the Company shall not be required to pay Liquidated Damages as a result of such cutback.

Non-Registration Events. The Company agrees that the Sellers will suffer damages if the registration statement Registration Statement is not filed or is by the Filing Date and not declared effective by the Commission by the dates described herein Effective Date, and accordinglymaintained in the manner and time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or before the Filing Date, (B) the Registration Statement is not declared effective on or before the required Effective Date, (C) due to the action or inaction of the Company a registration statement the Registration Statement is not declared effective within five three (3) business days after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement Registration Statement will not be reviewed or that the Commission has no further comments, (BD) any registration statement described in Section 11.1(i) is not filed by the Filing Date, or is not declared effective by the Effective Date or any other date set forth in Section 11.1(i), or (C) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iii) Registration Statement is filed and declared effective but shall thereafter cease to be effective without being succeeded within twenty-two (22) 20 business days by an effective replacement or amended registration statement or for a period of time which shall exceed forty (45) 20 days in the aggregate per year (defined as every rolling period of three hundred and sixty-five (365) 365 consecutive days commencing on the effective date) Actual Effective Date (each such event shall be referred to in clauses A through D of this Section 11.4 is referred to herein as a “Non"NON-Registration Event”REGISTRATION EVENT"), then the Company shall pay deliver to the holder of Registrable Securities, as Liquidated Damages"LIQUIDATED DAMAGES", an amount equal to one-half of one two percent (.52%) for each thirty (30) 30 days (or such lesser pro-rata amount for any period of less than thirty (30) 30 days) of the principal Principal Amount of the Notes issued on the Closing Date to Subscriber multiplied by a fraction, the numerator of which is the amount of the outstanding Notes and purchase price of Conversion Shares Warrants and Warrant Shares issued upon conversion of Notes and exercise of Warrants held by Subscribers which are subject to such the Subscriber during the pendency of the Non-Registration Event with a maximum aggregate and the denominator of which is the amount of Liquidated Damages not Warrants issued to exceed 5% of such Subscriber on the sum of the Note principal plus aggregate actual Warrant exercise pricesClosing Date. The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be paid within ten (10) 10 days after the end of each thirty (30) 30 day period or shorter part thereof for which Liquidated Damages are payable. In the event a registration statement Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such registration statement Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Commission relating to a registration statement the Registration Statement must be satisfactorily responded to within ten (10) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate and amounts set forth above calculated from the eleventh day after the comments were received through the date responses to the response was required comments are given to have been madethe Commission. The amount of Liquidated Damages shall payable in the aggregate for all Non-Registration Events may not be payable pursuant to this Section 11.4 in connection with Registrable Securities for such times as such Registrable Securities may be sold by the holder thereof without volume limitations or other restrictions pursuant to Section 144(b)(1)(i) of the 1933 Act. Notwithstanding anything to the contrary herein, the Liquidated Damages will not be due in connection with Registrable Securities subject to a Registration Cutback and the Company shall not be required to pay Liquidated Damages as a result of such cutbackexceed $75,000.

Non-Registration Events. The Company agrees and the Subscribers agree that the Sellers will suffer damages if the registration statement Registration Statement is not filed or is by the Filing Date and not declared effective by the Commission by the dates described herein Effective Date, and accordinglymaintained in the manner and within the time periods contemplated by Section 12 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) due to the action Registration Statement is not filed on or inaction of before the Company a registration statement Filing Date, (B) is not declared effective within five days after receipt by the Company on or its attorneys of a written or oral communication from the Commission that the registration statement will not be reviewed or that the Commission has no further comments, (B) any registration statement described in Section 11.1(i) is not filed by the Filing Date, or is not declared effective by before the Effective Date or any other date set forth in Section 11.1(i)Date, or (C) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iii) the Registration Statement is filed and declared effective but shall thereafter cease to be effective without being succeeded within twenty-two fifteen (2215) business days by an effective replacement or amended registration statement or for a period of time which shall exceed forty (45) 30 days in the aggregate per year (defined as every rolling a period of three hundred and sixty-five (365) consecutive 365 days commencing on the effective date) Actual Effective Date (each such event shall be referred to in clauses (A) through (C) of this Section 12.4 is referred to herein as a “Non-Registration Event”), then the Company shall pay deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to one-one and one half of one percent (.51.5%) for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) part thereof of the principal amount Purchase Price of the outstanding Notes Preferred Stock remaining unconverted and purchase price of Conversion Shares and Warrant Shares issued upon conversion of Notes and exercise the Obligation Amount (as defined in the Certificate of Warrants held Designation) owned of record by Subscribers such holder which are subject to such Non-Registration Event with a maximum aggregate amount of Liquidated Damages not to exceed 5% of the sum of the Note principal plus aggregate actual Warrant exercise pricesEvent. The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In Notwithstanding the event foregoing, the Company shall not be liable to a registration statement is filed but is withdrawn prior Subscriber under this Section 12.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to being declared effective the obligations undertaken by the Commission, then such registration statement will be deemed to have not been filed and Subscribers in this Agreement. Liquidated Damages will be calculated accordingly. All oral or written comments received from the Commission relating to a registration statement must be responded to within ten (10) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall not accrue and be payable by the Company to the holders of Registrable Securities at the same rate and amounts set forth above calculated from the date the response was required to have been made. Liquidated Damages shall not nor be payable pursuant to this Section 11.4 in connection with 12.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities for such times as such Registrable Securities may be sold are transferable by the holder thereof without volume limitations or other restrictions of Registrable Securities pursuant to Section 144(b)(1)(iRule 144(k) of under the 1933 Act. Notwithstanding anything to the contrary herein, the Liquidated Damages will not be due in connection with Registrable Securities subject to a Registration Cutback and the Company shall not be required to pay Liquidated Damages as a result of such cutback.

Non-Registration Events. The Company agrees and the Subscribers agree that the Sellers will suffer damages if the registration statement Registration Statement is not filed or is by the Filing Date and not declared effective by the Commission by the dates described herein Effective Date, and accordinglyany registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) due to the action Registration Statement is not filed on or inaction of before the Company a registration statement Filing Date, (B) is not declared effective on or before the Effective Date, (C) the Registration Statement is not declared effective within five three (3) business days after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement Registration Statement will not be reviewed or that the Commission has no further comments, (BD) any if the registration statement described in Section Sections 11.1(i) or 11.1(ii) is not filed by the Filing Datewithin 60 days after such written request, or is not declared effective by the Effective Date or any other date set forth in Section 11.1(i)within 120 days after such written request, or (CE) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iii11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded within twenty-two fifteen (2215) business days by an effective replacement or amended registration statement or statement) for a period of time which shall exceed forty (45) 30 days in the aggregate per year (defined as every rolling a period of three hundred and sixty-five (365) consecutive 365 days commencing on the effective datedate the Registration Statement is declared effective) or more than 20 consecutive days (each such event shall be referred to in clauses A through E of this Section 11.4 is referred to herein as a “"Non-Registration Event”"), then the Company shall pay deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to one-half of one two percent (.52%) for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) part thereof, thereafter of the principal amount Purchase Price of the outstanding Notes remaining unconverted and purchase price of Conversion Shares and Warrant Shares issued upon conversion of the Notes and exercise owned of Warrants held record by Subscribers such holder which are subject to such Non-Registration Event with a maximum aggregate amount of Liquidated Damages not to exceed 5% of the sum of the Note principal plus aggregate actual Warrant exercise pricesEvent. The Company must pay the Liquidated Damages in cashcash or an amount equal to two hundred percent of such cash Liquidated Damages if paid in additional shares of registered unlegended free-trading shares of Common Stock. Such Common Stock shall be valued at a per share value equal to eighty percent (80%) of the average of the five (5) lowest closing bid prices of the Common Stock as reported by Bloomberg L.P. for the twenty (20) trading days preceding the first day of each thirty (30) day or shorter period for which Liquidated Damages are payable. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a registration statement Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such registration statement Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordinglyfiled. All oral or written and accounting comments received from the Commission relating to a registration statement the Registration Statement must be responded to within ten (10) business days after receipt of comments from the Commissiondays. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate and amounts set forth above calculated from above. Notwithstanding the date foregoing, the response was required Company shall not be liable to have been madethe Subscriber under this Section 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement. Liquidated Damages shall will not accrue or be payable pursuant to this Section 11.4 in connection with nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities for such times as such Registrable Securities may be sold are transferable by the holder thereof without volume limitations or other restrictions of Registrable Securities pursuant to Section 144(b)(1)(iRule 144(k) of under the 1933 Act. Notwithstanding anything to the contrary herein, the Liquidated Damages will not be due in connection with Registrable Securities subject to a Registration Cutback and the Company shall not be required to pay Liquidated Damages as a result of such cutback.

Non-Registration Events. The Company agrees and the Subscribers agree ------------------------ that the Sellers will suffer damages if the registration statement Registration Statement is not filed or is by the Filing Date and not declared effective by the Commission by the dates described herein Effective Date and accordinglymaintained in the manner and within the time periods contemplated by Section 10 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if the Placement Agent raises at least $500,000 and (Ai) due to the action Registration Statement is not filed on or inaction of before the Company a registration statement Filing Date or is not declared effective on or before the sooner of the Effective Date, or within five three (3) business days after of receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement Registration Statement will not be reviewed or that the Commission has no further comments, (Bii) any or the registration statement described in Section 11.1(i) is not filed by the Filing Date, or is not declared effective by the Effective Date or any other date set forth in Section 11.1(i), or (C) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iii) is filed and declared effective but shall thereafter cease to be effective (without being succeeded within twenty-two ten (2210) business days by an effective replacement or amended registration statement or statement) for a period of time which shall exceed forty (45) 30 days in the aggregate per year (defined as every rolling a period of three hundred and sixty-five (365) consecutive 365 days commencing on the effective datedate the Registration Statement is declared effective) or more than 20 consecutive days (each such event shall be referred to in clauses (i), (ii) and (iii) of this Section 10.4 is referred to herein as a “"Non-Registration Event”"), then the Company shall pay deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to one-half of one two percent (.52%) for each thirty days or part thereof of the Purchase Price of the Shares and actually paid "Purchase Price" (30) days (or such lesser pro-rata amount for any period of less than thirty (30) daysas defined in the Warrants) of the principal amount of the outstanding Notes and purchase price of Conversion Class A Warrant Shares and Class B Warrant Shares issued or issuable upon conversion of Notes and actual exercise of Warrants held the Warrants, for the Registrable Securities owned of record by Subscribers such holder as of and during the pendency of such Non-Registration Event which are subject to such Non-Registration Event with a maximum aggregate amount of Event. In the alternative, the Company may elect to pay the cash Liquidated Damages not to exceed 5% by delivery of free-trading, unrestricted Common Stock valued at fifty percent (50%) of the sum closing bid price of the Note principal plus aggregate actual Warrant exercise pricesCompany's Common Stock for each trading day for which each Liquidated Damages is due. For non-trading days, the valuation of Common Stock to be delivered in lieu of cash Liquidated Damages shall be determined based upon the closing bid price of the Common Stock on the next succeeding trading day. Such Common Stock must be delivered on the same day that the cash Liquidated Damages would otherwise be payable. The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be paid cash within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a registration statement Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such registration statement Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Commission relating to a registration statement must be responded to within ten (10) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate and amounts set forth above calculated from the date the response was required to have been made. Liquidated Damages shall not be payable pursuant to this Section 11.4 in connection with Registrable Securities for such times as such Registrable Securities may be sold by the holder thereof without volume limitations or other restrictions pursuant to Section 144(b)(1)(i) of the 1933 Act. Notwithstanding anything to the contrary herein, the Liquidated Damages will not be due in connection with Registrable Securities subject to a Registration Cutback and the Company shall not be required to pay Liquidated Damages as a result of such cutbackdeclared effective.

Non-Registration Events. The Company agrees that 9.4 Non-Registration Events (a) If (i) the Sellers will suffer damages if the registration statement Registration Statement described in Section 9.1(a) is not filed on or is before the Filing Date or not declared effective by on or before the Commission by the dates described herein and accordingly, if (A) due to the action or inaction sooner of the Company a registration statement is not declared effective Effective Date, or within five business days after of receipt by the Company or its attorneys of a written or oral communication from the Commission SEC that the registration statement described in Section 9.1(a) will not be reviewed reviewed, or that the Commission has no further comments, (Biii) any registration statement described in Section 11.1(i) is not filed by the Filing Date, or is not declared effective by the Effective Date or any other date set forth in Section 11.1(i), or (C) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iii9.1(a) is filed and declared effective but shall thereafter cease to be effective (without being succeeded within twenty-two (22) business days immediately by an effective replacement or amended additional registration statement or filed and declared effective) for a period of time which shall exceed forty (45) 30 days in the aggregate per year but not more than 20 consecutive calendar days (defined as every rolling a period of three hundred and sixty-five (365) consecutive 365 days commencing on the effective datedate the Registration Statement is declared effective) (each such event shall be referred to in this Section 9.4 is referred to herein as a “Non"NON-Registration Event”REGISTRATION EVENT"), then the Company shall pay to the holder of Registrable Securitiesthen, for so long as Liquidated Damages, an amount equal to one-half of one percent (.5%) for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) of the principal amount of the outstanding Notes and purchase price of Conversion Shares and Warrant Shares issued upon conversion of Notes and exercise of Warrants held by Subscribers which are subject to such Non-Registration Event with a maximum aggregate amount of shall continue, the Company shall pay in cash as Liquidated Damages not to exceed 5% each holder of any Registrable Securities an amount equal to two percent (2%) per month during the pendency of such Non-Registration Event of the sum principal of the Note principal plus aggregate actual Warrant exercise pricesissued in connection with the Offering, whether or not converted, then owned of record by such holder or issuable as of or subsequent to the occurrence of such Non-Registration Event. The Company must pay Payments to be made pursuant to this Section shall be due and payable immediately upon demand in immediately available funds. It shall be deemed a Non-Registration Event to the Liquidated Damages extent that all the Common Stock included in cash. The Liquidated Damages must be paid within ten (10) days the Registrable Securities and underlying the Securities is not included in an effective registration statement as of and after the end of each thirty Effective Date at the conversion prices in effect from and after the Effective Date. (30b) day period or shorter part thereof for which Liquidated Damages are payable. In addition to the event a registration statement is filed but is withdrawn prior to being declared effective by the Commissionforegoing, then such registration statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Commission relating to a registration statement must be responded to within ten (10) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments if there is a Non-Registration Event for which Liquidated Damages Event, then the Purchaser shall accrue and be payable by have the right to demand that the Company redeem the Note for consideration equal to the holders greater of Registrable Securities at (i) the same rate Mandatory Redemption Payment or (ii) a fraction, of which the numerator is the amount of the Note being redeemed and amounts of which the denominator is the Conversion Price, as set forth above calculated from the date the response was required to have been made. Liquidated Damages shall not be payable pursuant to this in Section 11.4 in connection with Registrable Securities for such times as such Registrable Securities may be sold by the holder thereof without volume limitations or other restrictions pursuant to Section 144(b)(1)(i3.1(b) of the 1933 Act. Notwithstanding anything to the contrary herein, the Liquidated Damages will not be due in connection with Registrable Securities subject to a Registration Cutback and the Company shall not be required to pay Liquidated Damages as a result of such cutbackNote.

Non-Registration Events. The Company agrees and the Purchasers agree that the Sellers Purchasers will suffer damages if the registration statement Registration Statement is not filed or is by the Filing Date and not declared effective by the Commission by the dates described herein Effective Date, and accordinglyit would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the Registration Statement is not filed on or before the Filing Date, (B) is not declared effective on or before the Effective Date, (C) due to the action or inaction of the Company a registration statement the Registration Statement is not declared effective within five three (3) business days after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement Registration Statement will not be reviewed or that the Commission has no further comments, (B) any registration statement described in Section 11.1(i) is not filed by the Filing Date, or is not declared effective by the Effective Date or any other date set forth in Section 11.1(i), or (CD) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iii) the Registration Statement is filed and declared effective but shall thereafter cease to be effective without being succeeded within twenty-two (22) business days by an effective replacement or amended registration statement or for a period of time which shall exceed forty thirty (4530) days in the aggregate per year (defined as every rolling during any 12 month period of three hundred and sixty-five (365) consecutive days commencing on the effective date) (each such event shall be referred to in clauses A through D of this Section 9.4 is referred to herein as a “Non-Registration Event”), then the Company shall pay deliver to the holder of Registrable Securitieseach Purchaser, as Liquidated Damages, an amount equal to one-half of one and one third percent (.51 1/3%) (to four decimal places or 0.0133) for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) of the principal amount of the outstanding Notes and total purchase price of Conversion Shares the Securities purchased and Warrant Shares issued upon conversion of Notes and exercise of Warrants still held by Subscribers such Purchaser pursuant to this Agreement on the first day of each thirty (30) day or shorter period for which are subject to such Non-Registration Event with a maximum aggregate amount of Liquidated Damages not to exceed 5% of the sum of the Note principal plus aggregate actual Warrant exercise pricesare calculable. The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a registration statement is filed but is withdrawn prior to being declared effective by the Commission, then such registration statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Commission relating to a registration statement the Registration Statement must be satisfactorily responded to as soon as possible, but in any event, within ten fifteen (1015) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by Notwithstanding the foregoing, the Company shall not be liable to the holders Purchaser under this Section 9.4 for any events or delays occurring as a consequence of Registrable Securities at the same rate and amounts set forth above calculated from acts or omissions of the date Purchasers contrary to the response was required to have been madeobligations undertaken by Purchasers in this Agreement. Liquidated Damages shall will not accrue nor be payable pursuant to this Section 11.4 in connection with 9.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities for such times as such Registrable Securities may be sold are transferable by the holder thereof without volume limitations or other restrictions of Registrable Securities pursuant to Section 144(b)(1)(iRule 144(k) of under the 1933 Act. Notwithstanding anything to the contrary herein, the Liquidated Damages will not be due in connection with Registrable Securities subject to a Registration Cutback and the Company shall not be required to pay Liquidated Damages as a result of such cutback.

Non-Registration Events. The Company agrees that the Sellers will suffer damages if the registration statement is not filed or is not declared effective by the Commission by the dates described herein and accordingly, if (A) due to the action or inaction of the Company a registration statement is not declared effective within five days after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement will not be reviewed or that the Commission has no further comments, (B) any if the registration statement described in Section 11.1(i) or 11.1(ii) is not filed by the Filing Datewithin sixty (60) days after such written request, or is not declared effective by within one hundred and twenty (120) days after the Effective Date or any other date set forth in Section 11.1(i), filing of the registration statement or (C) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iii11.1(ii) is filed and declared effective but shall thereafter cease to be effective without being succeeded within twenty-two (22) business days by an effective replacement or amended registration statement or for a period of time which shall exceed forty (45) days in the aggregate per year (defined as every rolling period of three hundred and sixty-five (365) consecutive days commencing on the effective date) (each such event shall be a “Non-Registration Event”), then the Company shall pay to the holder of Registrable Securities, as Liquidated Damages, an amount equal to one-half of one two percent (.52%) for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) of the principal amount of the outstanding Notes and purchase price of Conversion Shares and Warrant Shares issued upon conversion of Notes and exercise (but excluding cashless exercise) of Warrants held by Subscribers which are subject to such Non-Registration Event with Event, up to a maximum aggregate amount of Liquidated Damages not to exceed 5% of the sum of the Note principal plus aggregate actual Warrant exercise pricestwelve percent (12%). The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a registration statement is filed but is withdrawn prior to being declared effective by the Commission, then such registration statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Commission relating to a registration statement must be responded to within ten (10) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate and amounts set forth above calculated from the date the response was required to have been made. Liquidated Damages shall not be payable pursuant to this Section 11.4 in connection with Registrable Securities for such times as such Registrable Securities may be sold by the holder thereof without volume limitations or other restrictions pursuant to Section 144(b)(1)(i) of the 1933 Act. Notwithstanding anything to the contrary herein, the no Liquidated Damages will not be due in connection with Registrable Securities subject to a Registration Cutback and the Company shall not be required to pay Liquidated Damages as a result of such cutbackCutback.

Non-Registration Events. The Company agrees and the Purchasers agree that the Sellers Purchasers will suffer damages if the registration statement Registration Statement is not filed or is by the Required Filing Date and not declared effective by the Commission by the dates described herein Required Effectiveness Date or if, after it is declared effective, its effectiveness is not maintained in the manner and accordinglywithin the time periods contemplated by Section 2 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) due to the action Registration Statement is not filed on or inaction of before the Company a registration statement Required Filing Date, (B) the Registration Statement is not declared effective within five days after receipt by on or before the Company or its attorneys of a written or oral communication from the Commission that the registration statement will not be reviewed or that the Commission has no further comments, (B) any registration statement described in Section 11.1(i) is not filed by the Filing Required Effectiveness Date, or is not declared effective by the Effective Date or any other date set forth in Section 11.1(i), or (C) any registration statement Registration Statement described in Sections 11.1(i), 11.1(ii) or 11.1(iii) Section 2 is filed and declared effective but shall thereafter cease to be effective without being succeeded within twenty-two (22) business days by an effective replacement or amended registration statement or for a period of time which shall exceed forty (4540) days in the aggregate per year (defined as every rolling a period of three hundred and sixty-five (365) consecutive 365 days commencing on the effective datedate the Registration Statement is declared effective) (each such event shall be event, a ““ Non-Registration EventEvent ”), then the Company shall pay deliver to the holder of Registrable SecuritiesPurchasers, as liquidated damages (“ Liquidated DamagesDamages ”), an amount equal to one-half of one percent (.51.0%) of the aggregate purchase price paid by such Purchaser pursuant to the Purchase Agreement for any unregistered Registrable Securities then held by such Holder and for each subsequent thirty (30) days (or such lesser pro-day period ( pro rata amount for any period of less than thirty (30) days) of the principal amount of the outstanding Notes and purchase price of Conversion Shares and Warrant Shares issued upon conversion of Notes and exercise of Warrants held by Subscribers which are subject to such Non-Registration Event with a Event. The maximum aggregate amount of Liquidated Damages not payable to exceed 5% the Purchaser under this Agreement shall be five percent (5.0%) of the sum of aggregate purchase price paid by such Purchaser pursuant to the Note principal plus aggregate actual Warrant exercise pricesPurchase Agreement. The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a registration statement Registration Statement is filed by the Required Filing Date but is withdrawn prior to being declared effective by the Commission, then such registration statement Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Commission relating to a registration statement must be responded to within ten (10) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate and amounts set forth above calculated from the date the response was required to have been made. Liquidated Damages shall not be payable pursuant to this Section 11.4 in connection with Registrable Securities for such times as such Registrable Securities may be sold by the holder thereof without volume limitations or other restrictions pursuant to Section 144(b)(1)(i) of the 1933 Act. Notwithstanding anything to the contrary herein, the Liquidated Damages will not be due in connection with Registrable Securities subject to a Registration Cutback and the Company shall not be required to pay Liquidated Damages as a result of such cutbackfiled.

Non-Registration Events. The Company agrees and the Subscribers agree that the Sellers will suffer damages if the registration statement Registration Statement is not filed or is by the Filing Date and not declared effective by the Commission by the dates described herein Effective Date, and accordinglyany registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) due to the action Registration Statement is not filed on or inaction of before the Company a registration statement Filing Date, (B) is not declared effective on or before the Effective Date, (C) the Registration Statement is not declared effective within five four (4) business days after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement Registration Statement will not be reviewed or that the Commission has no further comments, (BD) any if the registration statement described in Section Sections 11.1(i) or 11.1(ii) is not filed by the Filing Datewithin 60 days after such written request, or is not declared effective by the Effective Date or any other date set forth in Section 11.1(i)within 120 days after such written request, or (CE) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iii11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded within twenty-two fifteen (2215) business days by an effective replacement or amended registration statement or statement) for a period of time which shall exceed forty (45) 30 days in the aggregate per year (defined as every rolling a period of three hundred and sixty-five (365) consecutive 365 days commencing on the effective datedate the Registration Statement is declared effective) or more than 20 consecutive days (each such event shall be referred to in clauses A through E of this Section 11.4 is referred to herein as a “"Non-Registration Event”"), then the Company shall pay deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to one-half of one two percent (.52%) for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) part thereof, thereafter of the principal amount Purchase Price of the outstanding Notes remaining unconverted and purchase price of Conversion Shares and Warrant Shares issued upon conversion of the Notes and exercise owned of Warrants held record by Subscribers such holder which are subject to such Non-Registration Event with a maximum aggregate amount of Liquidated Damages not to exceed 5% of the sum of the Note principal plus aggregate actual Warrant exercise pricesEvent. The Company must pay the Liquidated Damages in cashcash or an amount equal to two hundred percent of such cash Liquidated Damages if paid in additional shares of registered unlegended free-trading shares of Common Stock. Such Common Stock shall be valued at the Conversion Price in effect on each thirty (30) day or shorter period for which Liquidated Damages are payable. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a registration statement Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such registration statement Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordinglyfiled. All oral or written and accounting comments received from the Commission relating to a registration statement the Registration Statement must be responded to within ten thirty (1030) business days after receipt of comments from the Commissiondays. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate and amounts set forth above calculated from above. Notwithstanding the date foregoing, the response was required Company shall not be liable to have been madethe Subscriber under this Section 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement. Liquidated Damages shall will not accrue nor be payable pursuant to this Section 11.4 in connection with nor will a Non- Registration Event be deemed to have occurred for times during which Registrable Securities for such times as such Registrable Securities may be sold are transferable by the holder thereof without volume limitations or other restrictions of Registrable Securities pursuant to Section 144(b)(1)(iRule 144(k) of under the 1933 Act. Notwithstanding anything to the contrary herein, the Liquidated Damages will not be due in connection with Registrable Securities subject to a Registration Cutback and the Company shall not be required to pay Liquidated Damages as a result of such cutback.

Non-Registration Events. The Company agrees and the Subscribers agree that the Sellers will suffer damages if the registration statement Registration Statement is not filed or is by the Filing Date and not declared effective by the Commission by the dates described herein Effective Date, and accordinglymaintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) due to the action Registration Statement is not filed on or inaction of before the Company a registration statement Filing Date, (B) is not declared effective on or before the Effective Date, (C) the Registration Statement is not declared effective within five three (3) business days after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement Registration Statement will not be reviewed or that the Commission has no further comments, (B) any registration statement described in Section 11.1(i) is not filed by the Filing Date, or is not declared effective by the Effective Date or any other date set forth in Section 11.1(i), or (CD) any registration statement described in Sections 11.1(i), 11.1(ii11.1(b) or 11.1(iii11.1(c) is filed and declared effective but shall thereafter cease to be effective (without being succeeded within twenty-two fifteen (2215) business days by an effective replacement or amended registration statement or statement) for a period of time which shall exceed forty (45) 20 days in the aggregate per year (defined as every rolling a period of three hundred and sixty-five (365) consecutive 365 days commencing on the effective datedate the Registration Statement is declared effective) (each such event shall be referred to in clauses (A) through (E) of this Section 11.4 is referred to herein as a “"Non-Registration Event”"), then the Company shall pay deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to one and one-half of one percent (.51.5%) for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) part thereof, thereafter of the principal amount Purchase Price of the outstanding Notes remaining unconverted and purchase price of Conversion Shares and Warrant Shares issued upon conversion of the Notes and exercise owned of Warrants held record by Subscribers such holder which are subject to such Non-Registration Event with a maximum aggregate amount of Liquidated Damages not to exceed 5% of the sum of the Note principal plus aggregate actual Warrant exercise pricesEvent. The Company must may pay the Liquidated Damages in cashcash or shares of Common Stock based upon the DWAP of the Common Stock for the ten trading days preceding the Non-Registration Event. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a registration statement Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such registration statement Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Commission relating to a registration statement must be responded to within ten (10) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate and amounts set forth above calculated from the date the response was required to have been made. Liquidated Damages shall not be payable pursuant to this Section 11.4 in connection with Registrable Securities for such times as such Registrable Securities may be sold by the holder thereof without volume limitations or other restrictions pursuant to Section 144(b)(1)(i) of the 1933 Actfiled. Notwithstanding anything to the contrary hereinforegoing, the Liquidated Damages will not be due in connection with Registrable Securities subject to a Registration Cutback and the Company shall not be required liable to pay Liquidated Damages the Subscribers under this Section 11.4 for any events or delays occurring as a result consequence of such cutbackthe acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement.

Non-Registration Events. The Company agrees and the Investors agree that the Sellers Investors will suffer damages if the registration statement Registration Statement is not filed or is by the Required Filing Date and not declared effective by the Commission SEC by the dates described herein Required Effectiveness Date or if, after it is declared effective, its effectiveness is not maintained in the manner and accordinglywithin the time periods contemplated by Section 2 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) due to the action Registration Statement is not filed on or inaction of before the Company a registration statement Required Filing Date, (B) the Registration Statement is not declared effective within five days after receipt by on or before the Company or its attorneys of a written or oral communication from the Commission that the registration statement will not be reviewed or that the Commission has no further comments, (B) any registration statement described in Section 11.1(i) is not filed by the Filing Required Effectiveness Date, or is not declared effective by the Effective Date or any other date set forth in Section 11.1(i), or (C) any registration statement Registration Statement described in Sections 11.1(i), 11.1(ii) or 11.1(iii) Section 2 is filed and declared effective but shall shall, at any time during the three (3) year period following the date hereof, thereafter cease to be effective without being succeeded within twenty-two (22) business days by an effective replacement or amended registration statement or for a period of time which shall exceed forty thirty (4530) days in the aggregate per year (defined as every rolling a period of three hundred and sixty-five (365) consecutive 365 days commencing on the effective datedate the Registration Statement is declared effective) (each such event shall be event, a “Non-Registration Event”), then the Company shall pay deliver to the holder of Registrable SecuritiesInvestors, as liquidated damages (“Liquidated Damages”), an amount equal to one-half of one percent (.51.0%) of the aggregate purchase price paid by such Investor pursuant to the Purchase Agreement for any unregistered Registrable Securities then held by such Holder and for each subsequent thirty (30) days day period (or such lesser pro-pro rata amount for any period of less than thirty (30) days) of the principal amount of the outstanding Notes and purchase price of Conversion Shares and Warrant Shares issued upon conversion of Notes and exercise of Warrants held by Subscribers which are subject to such Non-Registration Event with a Event. The maximum aggregate amount of Liquidated Damages not payable to exceed 5% the Investor under this Agreement shall be five percent (5.0%) of the sum of aggregate purchase price paid by such Investor pursuant to the Note principal plus aggregate actual Warrant exercise pricesPurchase Agreement. The Company must pay Liquidated Damages in cash within seven (7) business days following the occurrence of a Non-Registration Event. In the event the Company fails to pay the Liquidated Damages in cash. The to the Investor within seven (7) business days following the occurrence of a Non-Registration Event, interest will accrue on the amount of the unpaid Liquidated Damages must be paid within ten (at 10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable% interest per annum. In the event a registration statement Registration Statement is filed by the Required Filing Date but is withdrawn prior to being declared effective by the CommissionSEC, then such registration statement Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Commission relating to a registration statement must be responded to within ten (10) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate and amounts set forth above calculated from the date the response was required to have been made. Liquidated Damages shall not be payable pursuant to this Section 11.4 in connection with Registrable Securities for such times as such Registrable Securities may be sold by the holder thereof without volume limitations or other restrictions pursuant to Section 144(b)(1)(i) of the 1933 Act. Notwithstanding anything to the contrary herein, the Liquidated Damages will not be due in connection with Registrable Securities subject to a Registration Cutback and the Company shall not be required to pay Liquidated Damages as a result of such cutbackfiled.

Non-Registration Events. The Company agrees and the Subscriber agree that the Sellers will suffer damages if the any registration statement required under Section 11.1(i) or 11.1(ii) is not filed or is not within 60 days after written request and declared effective by the Commission within 120 days after such filing, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the dates described herein and accordinglyextent of such damages with precision. Accordingly, if (A) due to the action or inaction of the Company a registration statement is not declared effective within five days after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement will not be reviewed or that the Commission has no further comments, (B) any registration statement described in Section Sections 11.1(i) or 11.1(ii) is not filed by the Filing Datewithin 60 days after such written request, or is not declared effective by the Effective Date or any other date set forth in Section 11.1(i)within 120 days after such written request, or (CB) any registration statement described in Sections 11.1(i), or 11.1(ii) or 11.1(iii) is filed and declared effective but shall thereafter cease to be effective without being succeeded within twenty-two (22) 15 business days by an effective replacement or amended registration statement or for a period of time which shall exceed forty (45) 30 days in the aggregate per year (defined as every rolling a period of three hundred and sixty-five (365) consecutive 365 days commencing on the initial effective date) date (each such event shall be referred to in clauses (A) through (E) of this Section 11.4 is referred to herein as a “"Non-Registration Event”"), then the Company shall pay deliver to the holder of Registrable Securities, as Liquidated Damages, for each 30 days or part thereof, an amount equal to one-half of one percent two (.52.0%) for each thirty of the; (30i) days (or such lesser pro-rata amount for any period of less than thirty (30) days) Purchase Price of the principal amount of the outstanding Notes remaining unconverted and (ii) purchase price of the Conversion Shares and Warrant Shares issued upon conversion of Notes and exercise of Warrants held by Subscribers which are subject to such Non-Registration Event Event. Liquidated Damages payable in connection with a maximum aggregate amount of Liquidated Damages not to exceed 5% of Non-Registration Event described in clause (B) above shall accrue from the sum of 90th calendar day after the Note principal plus aggregate actual Warrant exercise pricesClosing Date. The Company must pay the Liquidated Damages in cash, except that the Subscriber may elect that such Liquidated Damages to be paid with shares of Common Stock with such shares valued at sixty percent (60%) of the Conversion Price in effect on each thirtieth day or sooner date upon which Liquidated Damages have accrued. The Liquidated Damages must be paid within ten (10) 10 days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a registration statement Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such registration statement Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordinglyfiled. All oral or written comments received from the Commission relating to a registration statement the Registration Statement must be satisfactorily responded to within ten (10) business 30 days in connection with the initial filing of the Registration Statement and within 20 days in connection with amendments to the Registration Statement after receipt of such comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate and amounts set forth above calculated from above. Notwithstanding the date foregoing, the response was required Company shall not be liable to have been madethe Subscriber under this Section 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscriber contrary to the obligations undertaken by Subscriber in this Agreement. Liquidated Damages shall will not accrue nor be payable pursuant to this Section 11.4 in connection with nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities for such times as such Registrable Securities may be sold are transferable by the holder thereof without volume limitations or other restrictions of Registrable Securities pursuant to Section 144(b)(1)(iRule 144(k) of under the 1933 Act. Notwithstanding anything to the contrary herein, the Liquidated Damages will not be due in connection with Registrable Securities subject to a Registration Cutback and the Company shall not be required to pay Liquidated Damages as a result of such cutback.

Non-Registration Events. The Company agrees and the Subscribers agree that the Sellers will suffer damages if the any registration statement described in Section 11 is not filed or is not declared effective by the Commission by the dates described herein and accordingly, if (A) but due to the action or inaction of the Company a Company, such registration statement is not declared effective within five three (3) business days after receipt by the Company or its attorneys of a written or oral communication from the Commission that the such registration statement will not be reviewed or that the Commission has no further comments, (B) any registration statement described in Section 11.1(i) is not filed by the Filing Date, or is not declared effective by the Effective Date or any other date set forth in Section 11.1(i), or (C) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iii) is filed and declared effective but shall thereafter cease to be effective without being succeeded within twenty-two fifteen (2215) business days by an effective replacement or amended registration statement or for a period of time which shall exceed forty thirty (4530) days in the aggregate per year (defined as every rolling period of three hundred and sixty-five (365) 365 consecutive days commencing on the actual effective date) date (each such event shall be is referred to as a “Non-Registration Event”), then the Company shall pay deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to one-half of one two percent (.52%) for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) of the principal amount Principal Amount of the outstanding Notes and purchase price of Conversion Shares and Warrant Shares issued upon conversion of the Notes and exercise owned of Warrants held record by Subscribers such holder which are subject to such Non-Registration Event with a maximum aggregate amount of Liquidated Damages not to exceed 5% of the sum of the Note principal plus aggregate actual Warrant exercise pricesEvent. The Company must may pay the Liquidated Damages in cash. The maximum amount of Liquidated Damages payable in connection with Non-Registration Event may not exceed twenty-four percent (24%). The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a registration statement is filed but is withdrawn prior to being declared effective by the Commission, then such registration statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Commission relating to a the registration statement must be satisfactorily responded to within ten fifteen (1015) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate and amounts set forth above calculated from above. Notwithstanding the date foregoing, the response was required Company shall not be liable to have been madethe Subscribers under this Section 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement. Liquidated Damages shall will not accrue nor be payable pursuant to this Section 11.4 in connection with nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities for such times as such Registrable Securities may be sold are transferable by the holder thereof without volume limitations or other restrictions of Registrable Securities pursuant to Section 144(b)(1)(iRule 144(k) of under the 1933 Act. Notwithstanding anything to the contrary herein, the Liquidated Damages will not be due in connection with Registrable Securities subject to a Registration Cutback and the Company shall not be required to pay Liquidated Damages as a result of such cutback.

Non-Registration Events. The Company agrees and the Subscribers agree that the Sellers Subscribers will suffer damages if the registration statement Registration Statement is not filed or is by the Required Filing Date and not declared effective by the Commission by the dates described herein Required Effective Date or if, after it is declared effective, its effectiveness is not maintained in the manner and accordinglywithin the time periods contemplated by Section 9 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) due to the action Registration Statement is not filed on or inaction of before the Company a registration statement Required Filing Date, (B) the Registration Statement is not declared effective within five days after receipt by on or before the Company or its attorneys of a written or oral communication from the Commission that the registration statement will not be reviewed or that the Commission has no further comments, (B) any registration statement described in Section 11.1(i) is not filed by the Filing Required Effective Date, or is not declared effective by the Effective Date or any other date set forth in Section 11.1(i), or (C) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iii) is filed and Section 9 declared effective but shall thereafter cease to be effective without being succeeded within twenty-two (22) business days by an effective replacement or amended registration statement or for a period of time which shall exceed forty (4540) days in the aggregate per year (defined as every rolling a period of three hundred and sixty-five (365) consecutive 365 days commencing on the effective datedate the Registration Statement is declared effective) (each such event shall be referred to in clauses A through C of this Section 9(d), a “Non-Registration Event”), then the Company shall pay deliver to the holder of Registrable SecuritiesSubscribers, as liquidated damages (“Liquidated Damages”), an amount equal to one-half of one percent (.50.5%) of the Purchase Price of the Purchased Shares owned of record by such holder on the first business day after the Non-Registration Event and for each subsequent thirty (30) days day period (or such lesser pro-pro rata amount for any period of less than thirty (30) days) of the principal amount of the outstanding Notes and purchase price of Conversion Shares and Warrant Shares issued upon conversion of Notes and exercise of Warrants held by Subscribers which are subject to such Non-Registration Event with a Event. The maximum aggregate amount of Liquidated Damages not payable to exceed 5% the Subscriber under this Agreement shall be nine percent (9%) of the sum of aggregate Purchase Price paid by the Note principal plus aggregate actual Warrant exercise pricesSubscriber pursuant to this Agreement. The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a registration statement Registration Statement is filed by the Required Filing Date but is withdrawn prior to being declared effective by the Commission, then such registration statement Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Commission relating to a registration statement must be responded to within ten (10) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate and amounts set forth above calculated from the date the response was required to have been made. Liquidated Damages shall not be payable pursuant to this Section 11.4 in connection with Registrable Securities for such times as such Registrable Securities may be sold by the holder thereof without volume limitations or other restrictions pursuant to Section 144(b)(1)(i) of the 1933 Act. Notwithstanding anything to the contrary herein, the Liquidated Damages will not be due in connection with Registrable Securities subject to a Registration Cutback and the Company shall not be required to pay Liquidated Damages as a result of such cutbackfiled.

Non-Registration Events. The Company agrees that the Sellers will suffer damages if the registration statement is not filed or is not declared effective by the Commission by the dates described herein and accordingly, if (A) due to the action or inaction of the Company a registration statement is not declared effective within five days after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement will not be reviewed or that the Commission has no further comments, (B) any if the registration statement described in Section 11.1(i) or 11.1(ii) is not filed by the Filing Datewithin sixty (60) days after such written request, or is not declared effective by within one hundred and twenty(120) days after the Effective Date or any other date set forth in Section 11.1(i), filing of the registration statement or (C) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iii11.1(ii) is filed and declared effective but shall thereafter cease to be effective without being succeeded within twenty-two (22) business days by an effective replacement or amended registration statement or for a period of time which shall exceed forty (45) days in the aggregate per year (defined as every rolling period of three hundred and sixty-five (365) consecutive days commencing on the effective date) (each such event shall be a “Non-Registration Event”), then the Company shall pay to the holder of Registrable Securities, as Liquidated Damages, an amount equal to one-half of one two percent (.52%) for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) of the principal amount of the outstanding Notes and purchase price of Conversion Shares and Warrant Shares issued upon conversion of Notes and exercise (but excluding cashless exercise) of Warrants held by Subscribers which are subject to such Non-Registration Event with a maximum aggregate amount of Liquidated Damages not to exceed 5% of the sum of the Note principal plus aggregate actual Warrant exercise pricesEvent. The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a registration statement is filed but is withdrawn prior to being declared effective by the Commission, then such registration statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Commission relating to a registration statement must be responded to within ten (10) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate and amounts set forth above calculated from the date the response was required to have been made. Liquidated Damages shall not be payable pursuant to this Section 11.4 in connection with Registrable Securities for such times as such Registrable Securities may be sold by the holder thereof without volume limitations or other restrictions pursuant to Section 144(b)(1)(i) of the 1933 Act. Notwithstanding anything to the contrary herein, the no Liquidated Damages will not be due in connection with Registrable Securities subject to a Registration Cutback and the Company shall not be required to pay Liquidated Damages as a result of such cutbackCutback.

Non-Registration Events. The Company agrees Corporation and the Seller agree that the Sellers Seller will suffer damages if the registration statement is Registrable Securities are not filed or is not declared effective by the Commission by the dates described herein and accordinglyincluded after written request therefore, if (A) due to the action or inaction of the Company a registration statement is not declared effective within five days after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement will not be reviewed or that the Commission has no further comments, (B) in any registration statement described in Section 11.1(i) is 6.1 and maintained in the manner and within the time periods contemplated by Section 6 hereof, and it would not filed by be feasible to ascertain the Filing Dateextent of such damages with precision. Accordingly, or is if and to the extent that the Registrable Securities are not declared effective by the Effective Date or any other date set forth included in Section 11.1(i), or (C) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iii) is filed and declared effective but shall thereafter cease Section 6.1 (such an event referred to be effective without being succeeded within twenty-two (22) business days by an effective replacement or amended registration statement or for as a period of time which shall exceed forty (45) days in the aggregate per year (defined as every rolling period of three hundred and sixty-five (365) consecutive days commencing on the effective date) (each such event shall be a “"Non-Registration Event”"), then the Company Corporation shall pay deliver to the holder of Registrable SecuritiesHolder, as Liquidated Damages, an amount equal to one-half of one percent (.51%) for each thirty (30) days (or such lesser pro-rata amount for any period part thereof) thereafter, of less than thirty (30) days) that portion of the principal amount Principal Amount which cannot be converted into Registrable Securities that are, at the time of the outstanding Notes and purchase price of Conversion Shares and Warrant Shares issued upon conversion of Notes and exercise of Warrants held by Subscribers which are subject to such Non-conversion, fully registered for resale under an effective Registration Event with a maximum aggregate amount of Liquidated Damages not to exceed 5% of the sum of the Note principal plus aggregate actual Warrant exercise pricesStatement. The Company Corporation must pay the Liquidated Damages in cashcash or an amount equal to one hundred and fifty percent (150%) of that portion of the Liquidated Damages if paid in additional shares of registered unlegended free-trading Common Stock. Such Common Stock shall be valued at a per share value equal to the average of the five (5) lowest closing bid prices of the Common Stock as reported by Bloomberg L.P. for the twenty (20) trading days preceding the first day of each forty-five (45) day or shorter period for which Liquidated Damages are payable. The Liquidated Damages must be paid within ten (10) days after the end of each thirty forty-five (3045) day period or shorter part thereof for which Liquidated Damages are payable. In the event a registration statement Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the CommissionSEC, then such registration statement Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordinglyfiled. All oral or written and accounting comments received from the Commission SEC relating to a registration statement the Registration Statement must be responded to within ten (10) business days after receipt of comments from the Commissiondays. Failure to timely respond to Commission SEC comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company Corporation to the holders of Registrable Securities at the same rate and amounts set forth above calculated from above. Notwithstanding the date foregoing, the response was required Corporation shall not be liable to have been madethe Holder under this Section 6.4 for any events or delays occurring as a consequence of the acts or omissions of the Holder contrary to the obligations undertaken by Holder in this Note. Liquidated Damages shall will not accrue nor be payable pursuant to this Section 11.4 in connection with 6.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities for such times as such Registrable Securities may be sold are transferable by the holder thereof without volume limitations or other restrictions of Registrable Securities pursuant to Section 144(b)(1)(iRule 144(k) of under the 1933 Act. Notwithstanding anything to the contrary herein, the Liquidated Damages will not be due in connection with Registrable Securities subject to a Registration Cutback and the Company shall not be required to pay Liquidated Damages as a result of such cutback.

Non-Registration Events. The Company agrees and the Subscribers agree that the Sellers will suffer damages if the registration statement Registration Statement is not filed or is by the Filing Date and not declared effective by the Commission by the dates described herein Effective Date, and accordinglyany registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) due to the action Registration Statement is not filed on or inaction of before the Company a registration statement Filing Date, (B) is not declared effective on or before the Effective Date, (C) the Registration Statement is not declared effective within five three (3) business days after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement Registration Statement will not be reviewed or that the Commission has no further comments, (BD) any if the registration statement described in Section Sections 11.1(i) or 11.1(ii) is not filed by the Filing Datewithin 60 days after such written request, or is not declared effective by the Effective Date or any other date set forth in Section 11.1(i)within 120 days after such written request, or (CE) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iii11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded within twenty-two fifteen (2215) business days by an effective replacement or amended registration statement or statement) for a period of time which shall exceed forty (45) 30 days in the aggregate per year (defined as every rolling a period of three hundred and sixty-five (365) consecutive 365 days commencing on the effective datedate the Registration Statement is declared effective) or more than 20 consecutive days (each such event shall be referred to in clauses A through E of this Section 11.4 is referred to herein as a “"Non-Registration Event”"), then the Company shall pay deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to one-half of one two percent (.52%) for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) part thereof, thereafter of the principal amount Purchase Price of the outstanding Notes remaining unconverted and purchase price of Conversion Shares and Warrant Shares issued upon conversion of the Notes and exercise owned of Warrants held record by Subscribers such holder which are subject to such Non-Registration Event with a maximum aggregate amount of Liquidated Damages not to exceed 5% of the sum of the Note principal plus aggregate actual Warrant exercise pricesEvent. The Company must pay the Liquidated Damages in cashcash or an amount equal to two hundred percent of such cash Liquidated Damages if paid in additional shares of registered unlegended free-trading shares of Common Stock. Such Common Stock shall be valued at a per share value equal to 85% of the average of the five (5) lowest closing bid prices of the Common Stock as reported by Bloomberg L.P. for the twenty (20) trading days preceding the first day of each thirty (30) day or shorter period for which Liquidated Damages are payable. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a registration statement Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such registration statement Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordinglyfiled. All oral or written and accounting comments received from the Commission relating to a registration statement the Registration Statement must be responded to within ten (10) business days after receipt of comments from the Commissiondays. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate and amounts set forth above calculated from above. Notwithstanding the date foregoing, the response was required Company shall not be liable to have been madethe Subscriber under this Section 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement. Liquidated Damages shall will not accrue or be payable pursuant to this Section 11.4 in connection with nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities for such times as such Registrable Securities may be sold are transferable by the holder thereof without volume limitations or other restrictions of Registrable Securities pursuant to Section 144(b)(1)(iRule 144(k) of under the 1933 Act. Notwithstanding anything to the contrary herein, the Liquidated Damages will not be due in connection with Registrable Securities subject to a Registration Cutback and the Company shall not be required to pay Liquidated Damages as a result of such cutback.

Non-Registration Events. The Company agrees and the Subscribers agree that the Sellers will suffer damages if the registration statement Registration Statement is not filed or is by the Filing Date and not declared effective by the Commission by the dates described herein Effective Date, and accordinglyany registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) due to the action Registration Statement is not filed on or inaction of before the Company a registration statement Filing Date, (B) is not declared effective on or before the Effective Date, (C) the Registration Statement is not declared effective within five three (3) business days after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement Registration Statement will not be reviewed or that the Commission has no further comments, (BD) any if the registration statement described in Section Sections 11.1(i) or 11.1(ii) is not filed by the Filing Datewithin 60 days after such written request, or is not declared effective by the Effective Date or any other date set forth in Section 11.1(i)within 120 days after such written request, or (CE) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iii11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded within twenty-two fifteen (2215) business days by an effective replacement or amended registration statement or statement) for a period of time which shall exceed forty (45) 30 days in the aggregate per year (defined as every rolling a period of three hundred and sixty-five (365) consecutive 365 days commencing on the effective datedate the Registration Statement is declared effective) or more than 20 consecutive days (each such event shall be referred to in clauses A through E of this Section 11.4 is referred to herein as a “"Non-Registration Event”"), then the Company shall pay deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to one-half of one two percent (.52%) for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) part thereof, thereafter of the principal amount Purchase Price of the outstanding Notes remaining unconverted and purchase price of Conversion Shares and Warrant Shares issued upon conversion of the Notes and exercise owned of Warrants held record by Subscribers such holder which are subject to such Non-Registration Event with a maximum aggregate amount of Liquidated Damages not to exceed 5% of the sum of the Note principal plus aggregate actual Warrant exercise pricesEvent. The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a registration statement Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such registration statement Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordinglyfiled. All oral or written comments received from the Commission relating to a registration statement the Registration Statement must be satisfactorily responded to within ten (10) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate and amounts set forth above calculated from above. In the date event a Non-Registration Event occurs pursuant to Section B in this Section 11.4 but is cured within thirty (30) days, then Liquidated Damages shall be waived in connection with up to the response was required initial thirty (30) days of such Non-Registration Event. Notwithstanding the foregoing, the Company shall not be liable to have been madethe Subscriber under this Section 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement. Liquidated Damages shall will not accrue nor be payable pursuant to this Section 11.4 in connection with nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities for such times as such Registrable Securities may be sold are transferable by the holder thereof without volume limitations or other restrictions of Registrable Securities pursuant to Section 144(b)(1)(iRule 144(k) of under the 1933 Act. Notwithstanding anything to the contrary herein, the Liquidated Damages will not be due in connection with Registrable Securities subject to a Registration Cutback and the Company shall not be required to pay Liquidated Damages as a result of such cutback.

Non-Registration Events. The Company agrees and the Subscribers agree that the Sellers will suffer damages if any registration statement required under Section 11.1 is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if the registration statement described in Section 11.1 is not filed within 60 days after such written request (“Filing Date”), or is not declared effective by the Commission by the dates described herein and accordingly, if (A) due to the action or inaction of the Company a registration statement is not declared effective within five 120 days after receipt by the Company such written request (“Effective Date”), or its attorneys of a written or oral communication from the Commission that the registration statement will not be reviewed or that the Commission has no further comments, (B) any registration statement described in Section 11.1(i) is not filed by the Filing Date, or is not declared effective by the Effective Date or any other date set forth in Section 11.1(i), or (C) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iii) 11.1 is filed and declared effective but shall thereafter cease to be effective (without being succeeded within twenty-two fifteen (2215) business days by an effective replacement or amended registration statement or statement) for a period of time which shall exceed forty (45) 30 days in the aggregate per year (defined as every rolling a period of three hundred and sixty-five (365) consecutive 365 days commencing on the effective datedate the Registration Statement is declared effective) or more than 20 consecutive days (each such event shall be referred to in this Section 11.4 is referred to herein as a “"Non-Registration Event”"), then the Company shall pay deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to one-half of one two percent (.52%) for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) part thereof of the principal amount Purchase Price of the outstanding Notes remaining unconverted and purchase price of Conversion Shares and Warrant Shares issued upon conversion of the Notes and exercise owned of Warrants held record by Subscribers such holder which are subject to such Non-Registration Event with a maximum aggregate amount of Liquidated Damages not to exceed 5% of the sum of the Note principal plus aggregate actual Warrant exercise pricesEvent. The Company must pay the Liquidated Damages in cashcash or an amount equal to two hundred percent of such cash Liquidated Damages if paid in additional shares of registered unlegended free-trading shares of Common Stock. Such Common Stock shall be valued at the Conversion Price in effect on each thirty (30) day or shorter period for which Liquidated Damages are payable. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a registration statement Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such registration statement Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordinglyfiled. All oral or written and accounting comments received from the Commission relating to a registration statement the Registration Statement must be responded to within ten thirty (1030) business days after receipt of comments from days. Notwithstanding the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by foregoing, the Company shall not be liable to the holders Subscriber under this Section 11.4 for any events or delays occurring as a consequence of Registrable Securities at the same rate and amounts set forth above calculated from acts or omissions of the date Subscribers contrary to the response was required to have been madeobligations undertaken by Subscribers in this Agreement. Liquidated Damages shall will not accrue nor be payable pursuant to this Section 11.4 in connection with nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities for such times as such Registrable Securities may be sold are transferable by the holder thereof without volume limitations or other restrictions of Registrable Securities pursuant to Section 144(b)(1)(iRule 144(k) of under the 1933 Act. Notwithstanding anything to the contrary herein, the Liquidated Damages will not be due in connection with Registrable Securities subject to a Registration Cutback and the Company shall not be required to pay Liquidated Damages as a result of such cutback.

Non-Registration Events. The Company agrees and the Investor agree that the Sellers Investor will suffer damages if (a) the registration statement is not filed or Registration Statement is not declared effective by the Commission SEC by the dates described herein 120th calendar day following the Closing Date (as defined in the Securities Purchase Agreement), (b) any other Registration Statement is not declared effective by its Effectiveness Deadline or (or) if, after any Registration Statement is declared effective, its effectiveness is not maintained in the manner and accordinglywithin the time periods contemplated by this Agreement, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) due to the action or inaction of the Company a registration statement Registration Statement is not declared effective within five days after receipt by on or before the Company or its attorneys of a written or oral communication from 120th calendar day following the Commission that the registration statement will not be reviewed or that the Commission has no further commentsClosing Date, (B) any registration statement described in Section 11.1(i) is not filed by the Filing Date, or other Registration Statement is not declared effective by the Effective Date on or any other date set forth in Section 11.1(i)before its Effectiveness Deadline, or (C) any registration statement Registration Statement described in Sections 11.1(i), 11.1(ii) or 11.1(iii) Section 2 is filed and declared effective by the SEC but shall thereafter cease to be effective without being succeeded within twenty-two (22) business days by an effective replacement or amended registration statement or for a period of time which shall exceed forty thirty (4530) days in the aggregate per year (defined as every rolling a period of three hundred and sixty-five (365) consecutive 365 days commencing on the effective datedate the Registration Statement is declared effective) (each such event shall be event, a “Non-Registration Event”), then the Company shall pay deliver to the holder of Registrable SecuritiesInvestor, as liquidated damages (“Liquidated Damages”), an amount equal to one-half of one percent (.51.0%) of the aggregate purchase price paid by the Investor pursuant to the Securities Purchase Agreement for any unregistered Registrable Securities then held by the Investor and for each subsequent thirty (30) days day period (or such lesser pro-pro rata amount for any period of less than thirty (30) days) of the principal amount of the outstanding Notes and purchase price of Conversion Shares and Warrant Shares issued upon conversion of Notes and exercise of Warrants held by Subscribers which are subject to such Non-Registration Event with a Event; provided, however, that after (i) sixty (60) days, the Liquidated Damages shall be increased to two percent (2.0%) of the aggregate purchase price paid by the Investor pursuant to the Securities Purchase Agreement for any unregistered Registrable Securities then held by the Investor; and (ii) the maximum aggregate amount of Liquidated Damages shall not to exceed 510% of the sum of aggregate purchase price paid by the Note principal plus aggregate actual Warrant exercise pricesInvestor pursuant to the Securities Purchase Agreement for any unregistered Registrable Securities then held by the Investor. The Company must may pay the Liquidated Damages in cash. The cash or through the issuance of shares of Company Common Stock (such number of shares of Common Stock to be issued determined by dividing such dollar amount of Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a registration statement is filed but is withdrawn prior to being declared effective by the CommissionConversion Price then in effect under the Notes), then such registration statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Commission relating to a registration statement must be responded to within ten (10) business days after receipt resale of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate and amounts set forth above calculated from the date the response was required to have been made. Liquidated Damages shall not be payable registered pursuant to this Section 11.4 in connection with Registrable Securities for such times as such Registrable Securities may be sold by the holder thereof without volume limitations or other restrictions pursuant to Section 144(b)(1)(i) of the 1933 Act. Notwithstanding anything to the contrary herein, the Liquidated Damages will not be due in connection with Registrable Securities subject to a Registration Cutback and the Company shall not be required to pay Liquidated Damages as a result of such cutbackStatement.

Non-Registration Events. The Company agrees and the Investor agree that the Sellers Investor will suffer damages if (a) the registration statement is not filed or Initial Registration Statement is not declared effective by the Commission SEC by the dates described herein 120th calendar day following the Initial Closing Date (as defined in the Securities Purchase Agreement), (b) any other Registration Statement is not declared effective by its Effectiveness Deadline or (or) if, after any Registration Statement is declared effective, its effectiveness is not maintained in the manner and accordinglywithin the time periods contemplated by this Agreement, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) due to the action or inaction of the Company a registration statement Initial Registration Statement is not declared effective within five days after receipt by on or before the Company or its attorneys of a written or oral communication from 120th calendar day following the Commission that the registration statement will not be reviewed or that the Commission has no further commentsInitial Closing Date, (B) any registration statement described in Section 11.1(i) is not filed by the Filing Date, or other Registration Statement is not declared effective by the Effective Date on or any other date set forth in Section 11.1(i)before its Effectiveness Deadline, or (C) any registration statement Registration Statement described in Sections 11.1(i), 11.1(ii) or 11.1(iii) Section 2 is filed and declared effective by the SEC but shall thereafter cease to be effective without being succeeded within twenty-two (22) business days by an effective replacement or amended registration statement or for a period of time which shall exceed forty thirty (4530) days in the aggregate per year (defined as every rolling a period of three hundred and sixty-five (365) consecutive 365 days commencing on the effective datedate the Registration Statement is declared effective) (each such event shall be event, a “Non-Registration Event”), then the Company shall pay deliver to the holder of Registrable SecuritiesInvestor, as liquidated damages (“Liquidated Damages”), an amount equal to one-half of one percent (.51.0%) of the aggregate purchase price paid by the Investor pursuant to the Securities Purchase Agreement for any unregistered Registrable Securities then held by the Investor and for each subsequent thirty (30) days day period (or such lesser pro-pro rata amount for any period of less than thirty (30) days) of the principal amount of the outstanding Notes and purchase price of Conversion Shares and Warrant Shares issued upon conversion of Notes and exercise of Warrants held by Subscribers which are subject to such Non-Registration Event with a Event; provided, however, that after (i) sixty (60) days, the Liquidated Damages shall be increased to two percent (2.0%) of the aggregate purchase price paid by the Investor pursuant to the Securities Purchase Agreement for any unregistered Registrable Securities then held by the Investor; and (ii) the maximum aggregate amount of Liquidated Damages shall not to exceed 510% of the sum of aggregate purchase price paid by the Note principal plus aggregate actual Warrant exercise pricesInvestor pursuant to the Securities Purchase Agreement for any unregistered Registrable Securities then held by the Investor. The Company must may pay the Liquidated Damages in cash. The cash or through the issuance of shares of Company Common Stock (such number of shares of Common Stock to be issued determined by dividing such dollar amount of Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a registration statement is filed but is withdrawn prior to being declared effective by the CommissionConversion Price then in effect under the Notes), then such registration statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Commission relating to a registration statement must be responded to within ten (10) business days after receipt resale of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate and amounts set forth above calculated from the date the response was required to have been made. Liquidated Damages shall not be payable registered pursuant to this Section 11.4 in connection with Registrable Securities for such times as such Registrable Securities may be sold by the holder thereof without volume limitations or other restrictions pursuant to Section 144(b)(1)(i) of the 1933 Act. Notwithstanding anything to the contrary herein, the Liquidated Damages will not be due in connection with Registrable Securities subject to a Registration Cutback and the Company shall not be required to pay Liquidated Damages as a result of such cutbackStatement.

Non-Registration Events. The Company agrees and the Subscribers agree that the Sellers will suffer damages if the registration statement Registration Statement is not filed or is by the Filing Date and not declared effective by the Commission by the dates described herein Effective Date, and accordinglyany registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) due to the action Registration Statement is not filed on or inaction of before the Company a registration statement Filing Date, (B) is not declared effective on or before the Effective Date, (C) the Registration Statement is not declared effective within five four (4) business days after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement Registration Statement will not be reviewed or that the Commission has no further comments, (BD) any if the registration statement described in Section Sections 11.1(i) or 11.1(ii) is not filed by the Filing Datewithin 60 days after such written request, or is not declared effective by the Effective Date or any other date set forth in Section 11.1(i)within 120 days after such written request, or (CE) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iii11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded within twenty-two fifteen (2215) business days by an effective replacement or amended registration statement or statement) for a period of time which shall exceed forty (45) 30 days in the aggregate per year (defined as every rolling a period of three hundred and sixty-five (365) consecutive 365 days commencing on the effective datedate the Registration Statement is declared effective) or more than 20 consecutive days (each such event shall be referred to in clauses A through E of this Section 11.4 is referred to herein as a “"Non-Registration Event”"), then the Company shall pay deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to one-half of one two percent (.52%) for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) part thereof, thereafter of the principal amount Purchase Price of the outstanding Notes remaining unconverted and purchase price of Conversion Shares and Warrant Shares issued upon conversion of the Notes and exercise owned of Warrants held record by Subscribers such holder which are subject to such Non-Registration Event with a maximum aggregate amount of Liquidated Damages not to exceed 5% of the sum of the Note principal plus aggregate actual Warrant exercise pricesEvent. The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a registration statement Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such registration statement Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordinglyfiled. All oral or written and accounting comments received from the Commission relating to a registration statement the Registration Statement must be responded to within ten thirty (1030) business days after receipt of comments from the Commissiondays. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate and amounts set forth above calculated from above. Notwithstanding the date foregoing, the response was required Company shall not be liable to have been madethe Subscriber under this Section 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement. Liquidated Damages shall will not accrue nor be payable pursuant to this Section 11.4 in connection with nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities for such times as such Registrable Securities may be sold are transferable by the holder thereof without volume limitations or other restrictions of Registrable Securities pursuant to Section 144(b)(1)(iRule 144(k) of under the 1933 Act. Notwithstanding anything to the contrary herein, the Liquidated Damages will not be due in connection with Registrable Securities subject to a Registration Cutback and the Company shall not be required to pay Liquidated Damages as a result of such cutback.

Non-Registration Events. The Company agrees and the Investors agree that the Sellers Investors will suffer damages if the registration statement Registration Statement is not filed or is by the Required Filing Date and not declared effective by the Commission SEC by the dates described herein Required Effectiveness Date or if, after it is declared effective, its effectiveness is not maintained in the manner and accordinglywithin the time periods contemplated by Section 2 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) due to the action Registration Statement is not filed on or inaction of before the Company a registration statement Required Filing Date, (B) the Registration Statement is not declared effective within five days after receipt by on or before the Company or its attorneys of a written or oral communication from the Commission that the registration statement will not be reviewed or that the Commission has no further comments, (B) any registration statement described in Section 11.1(i) is not filed by the Filing Required Effectiveness Date, or is not declared effective by the Effective Date or any other date set forth in Section 11.1(i), or (C) any registration statement Registration Statement described in Sections 11.1(i), 11.1(ii) or 11.1(iii) Section 2 is filed and declared effective but shall thereafter cease to be effective without being succeeded within twenty-two (22) business days by an effective replacement or amended registration statement or for a period of time which shall exceed forty thirty (4530) days in the aggregate per year (defined as every rolling a period of three hundred and sixty-five (365) consecutive 365 days commencing on the effective datedate the Registration Statement is declared effective) (each such event shall be event, a “Non-Registration Event”), then the Company shall pay deliver to the holder of Registrable SecuritiesInvestors, as liquidated damages (“Liquidated Damages”), an amount equal to one-half of one percent (.51.0%) of the aggregate purchase price paid by such Investor pursuant to the Note Purchase Agreement for any unregistered Registrable Securities then held by such Holder and for each subsequent thirty (30) days day period (or such lesser pro-pro rata amount for any period of less than thirty (30) days) of the principal amount of the outstanding Notes and purchase price of Conversion Shares and Warrant Shares issued upon conversion of Notes and exercise of Warrants held by Subscribers which are subject to such Non-Registration Event with a Event. The maximum aggregate amount of Liquidated Damages not payable to exceed 5% the Investor under this Agreement shall be twelve percent (12.0%) of the sum of aggregate purchase price paid by such Investor pursuant to the Note principal plus aggregate actual Warrant exercise pricesPurchase Agreement. The Company must pay Liquidated Damages in cash within seven (7) business days following the occurrence of a Non-Registration Event. In the event the Company fails to pay the Liquidated Damages in cash. The to the Investor within seven (7) business days following the occurrence of a Non-Registration Event, interest will accrue on the amount of the unpaid Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payableat 18% interest per annum. In the event a registration statement Registration Statement is filed by the Required Filing Date but is withdrawn prior to being declared effective by the CommissionSEC, then such registration statement Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Commission relating to a registration statement must be responded to within ten (10) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate and amounts set forth above calculated from the date the response was required to have been made. Liquidated Damages shall not be payable pursuant to this Section 11.4 in connection with Registrable Securities for such times as such Registrable Securities may be sold by the holder thereof without volume limitations or other restrictions pursuant to Section 144(b)(1)(i) of the 1933 Act. Notwithstanding anything to the contrary herein, the Liquidated Damages will not be due in connection with Registrable Securities subject to a Registration Cutback and the Company shall not be required to pay Liquidated Damages as a result of such cutbackfiled.

Non-Registration Events. The Company agrees and the Holder agree that the Sellers will suffer damages if the registration statement is not filed or Registration Statement is not declared effective by the Commission SEC by the dates described herein Effective Date, and accordinglyany registration statement required under Section 9.1(i) or 9.1(ii) is not filed within 60 days after written request and declared effective by the SEC within 150 days after such request, and maintained in the manner and within the time periods contemplated by Section 9 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) any Registration Statement is not declared effective on or before the required Effective Date, (B) due to the action or inaction of the Company a registration statement the Registration Statement is not declared effective within five three (3) business days after receipt by the Company or its attorneys of a written or oral communication from the Commission SEC that the registration statement Registration Statement will not be reviewed or that the Commission SEC has no further comments, (BC) any if the registration statement described in Section 11.1(iSections 9.1(i) or 9.1(ii) is not filed by the Filing Datewithin 60 days after such written request, or is not declared effective by the Effective Date or any other date set forth in Section 11.1(i)within 150 days after such written request, or (CD) any registration statement described in Sections 11.1(i9.1(i), 11.1(ii9.1(ii) or 11.1(iii9.1(iv) is filed and declared effective but shall thereafter cease to be effective without being succeeded within twenty-two (22) business days by an effective replacement or amended registration statement or for a period of time which shall exceed forty seventy-five (4575) days in the aggregate per year (defined as every rolling period of three hundred and sixty-five (365) 365 consecutive days commencing on the effective date) Actual Effective Date (each such event shall be referred to in clauses A through D of this Section 9.4 is referred to herein as a “"Non-Registration Event”"), then the Company shall pay deliver to the holder of Registrable Securities, as liquidated damages (“Liquidated Damages”), an amount equal to one-half of one percent (.51%) for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) of the principal amount of the outstanding Notes and purchase price of Conversion Shares and Warrant Shares shares of Common Stock issued upon conversion of Notes and exercise of Warrants held by Subscribers holders of Registrable Securities which are subject to such Non-Registration Event with a maximum aggregate amount of Liquidated Damages not to exceed 5% of the sum of the Note principal plus aggregate actual Warrant exercise pricesEvent. The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a registration statement Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the CommissionSEC, then such registration statement Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Commission SEC relating to a registration statement the Registration Statement must be satisfactorily responded to within ten twenty (1020) business days after receipt of comments from the CommissionSEC. Failure to timely respond to Commission SEC comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate and amounts set forth above calculated from the date the response was required to have been made. Liquidated Damages shall not be payable pursuant to this Section 11.4 in connection with Registrable Securities for such times as such Registrable Securities may be sold by the holder thereof without volume limitations or other restrictions pursuant to Section 144(b)(1)(i) of the 1933 Act. Notwithstanding anything to the contrary herein, the Liquidated Damages will not be due in connection with Registrable Securities subject to a Registration Cutback and the Company shall not be required to pay Liquidated Damages as a result of such cutback.

Non-Registration Events. The Company agrees that the Sellers will suffer damages if the registration statement is not filed or is not declared effective by the Commission by the dates described herein and accordingly, if (A) due to the action or inaction of the Company a registration statement is not declared effective within five days after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement will not be reviewed or that the Commission has no further comments, (B) any registration statement described in Section 11.1(i11.1(a) is not filed by the Filing Date, or is not declared effective by the Effective Date or any other date set forth in Section 11.1(i11.1(a), or (C) any registration statement described in Sections 11.1(i11.1(a), 11.1(ii11.1(b) or 11.1(iii11.1(c) is filed and declared effective but shall thereafter cease to be effective without being succeeded within twenty-two (22) business days Business Days by an effective replacement or amended registration statement or for a period of time which shall exceed forty thirty (4530) days in the aggregate per year (defined as every rolling period of three hundred and sixty-five (365) consecutive days commencing on the effective date) (each such event shall be a “Non-Registration Event”), then the Company shall pay to the holder of Registrable Securities, as Liquidated Damages, an amount equal to one and one-half of one percent (.51.5%) for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) of the principal amount of the outstanding Notes and purchase price of Conversion Shares and Warrant Shares issued upon conversion of Notes and exercise of Warrants held by Subscribers which are subject to such Non-Registration Event with a maximum aggregate amount of Liquidated Damages not to exceed 5% of the sum of the Note principal plus aggregate actual Warrant exercise pricesEvent. The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a registration statement is filed but is withdrawn prior to being declared effective by the Commission, then such registration statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments communications received from the Commission relating to a registration statement must be responded to within ten (10) business days Business Days after receipt of comments such communication from the Commission. Failure to timely respond to Commission comments communications is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate and amounts set forth above calculated from the date the response was required to have been made. Liquidated Damages shall not be payable pursuant to this Section 11.4 in connection with Registrable Securities for such times as such Registrable Securities may be freely sold by the holder thereof pursuant to Rule 144(b)(1)(i) without volume limitations or other restrictions pursuant to Section 144(b)(1)(i) of the 1933 Act. Notwithstanding anything to the contrary herein, the Liquidated Damages will not be due in connection with Registrable Securities subject to a Registration Cutback and the Company shall not be required to pay Liquidated Damages as a result of such cutbacklimitations.

Non-Registration Events. The Company agrees and the Subscribers agree that the Sellers will suffer damages if the any registration statement required under Section 11 is not filed or is and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not declared effective by be feasible to ascertain the Commission by the dates described herein and accordinglyextent of such damages with precision. Accordingly, if (A) due to the action or inaction of the Company a registration statement is not declared effective within five days after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement will not be reviewed or that the Commission has no further comments, (B) any registration statement described in Section 11.1(i) 11.1 is not filed as required by the Filing Date, or is not declared effective by the Effective Date or any other date set forth in Section 11.1(i), or 11.1 (C) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iii) is filed and declared effective but shall thereafter cease to be effective without being succeeded within twenty-two (22) business days by an effective replacement or amended registration statement or for a period of time which shall exceed forty (45) days in the aggregate per year (defined as every rolling period of three hundred and sixty-five (365) consecutive days commencing on the effective date) (each such event shall be a “"Non-Registration Event”"), then the Company shall pay deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to one-half of one two percent (.52%) for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) part thereof of the principal amount Aggregate Principal Amount of the outstanding Notes remaining unconverted and purchase price of Conversion Shares and Warrant Shares previously issued upon conversion of the Notes and exercise owned of Warrants held record by Subscribers such holder which are subject to such Non-Registration Event with a maximum aggregate amount of Liquidated Damages not to exceed 5% of the sum of the Note principal plus aggregate actual Warrant exercise pricesEvent. The Company must pay the Liquidated Damages Damages, at its option, in cashcash or Common Stock. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a registration statement is filed but is withdrawn prior to being declared effective by the Commission, then such registration statement will be deemed to have not been filed and Liquidated Damages will be calculated accordinglyfiled. All oral or written comments received from the Commission relating to a the registration statement must be satisfactorily responded to within ten (10) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate and amounts set forth above calculated from above. Notwithstanding the date foregoing, the response was required Company shall not be liable to have been madethe Subscriber under this Section 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement. Liquidated Damages shall will not accrue nor be payable pursuant to this Section 11.4 in connection with nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities for such times as such Registrable Securities may be sold are transferable by the holder thereof without volume limitations or other restrictions of Registrable Securities pursuant to Section 144(b)(1)(iRule 144(k) of under the 1933 Act. Notwithstanding anything to the contrary herein, the Liquidated Damages will not be due in connection with Registrable Securities subject to a Registration Cutback and the Company shall not be required to pay Liquidated Damages as a result of such cutback.

Non-Registration Events. The Company agrees and the Subscribers agree that the Sellers will suffer damages if the registration statement Registration Statement is not filed or is by the Filing Date and not declared effective by the Commission by the dates described herein Effective Date, and accordinglymaintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (Ai) due to the action Registration Statement is not filed on or inaction of before the Company a registration statement Filing Date, (ii) is not declared effective on or before the sooner of the Effective Date, or within five three (3) business days after of receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement Registration Statement will not be reviewed or that the Commission has no further comments, or (Biii) any registration statement described in Section 11.1(i) is not filed by the Filing Date, or is not declared effective by the Effective Date or any other date set forth in Section 11.1(i), or (C) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iii) 11.1 is filed and declared effective but shall thereafter cease to be effective (without being succeeded within twenty-two fifteen (2215) business days by an effective replacement or amended registration statement or statement) for a period of time which shall exceed forty (45) 30 days in the aggregate per year (defined as every rolling a period of three hundred and sixty-five (365) consecutive 365 days commencing on the effective datedate the Registration Statement is declared effective) or more than 20 consecutive days (each such event shall be referred to in clauses (i), (ii), (iii) and (iv) of this Section 11.4 is referred to herein as a “"Non-Registration Event”"), then the Company shall pay deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to one and one-half of one percent (.51.5%) for each thirty days or part thereof during the initial sixty (60) days of the pendency of such Non-Registration Event and two percent (2%) for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) part thereof, thereafter of the principal amount Purchase Price of the outstanding Notes and purchase price Shares owned of Conversion Shares and Warrant Shares issued upon conversion of Notes and exercise of Warrants held record by Subscribers such holder which are subject to such Non-Registration Event with a maximum aggregate amount of Event. Liquidated Damages accruing pursuant to a Non-Registration Event described in Section 11.4(ii) which is cured within thirty (30) days shall be waived, and such Non-Registration Event shall be deemed not to exceed 5% of the sum of the Note principal plus aggregate actual Warrant exercise priceshave occurred. The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be paid cash within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a registration statement Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such registration statement Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Commission relating to a registration statement must be responded to within ten (10) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate and amounts set forth above calculated from the date the response was required to have been made. Liquidated Damages shall not be payable pursuant to this Section 11.4 in connection with Registrable Securities for such times as such Registrable Securities may be sold by the holder thereof without volume limitations or other restrictions pursuant to Section 144(b)(1)(i) of the 1933 Act. Notwithstanding anything to the contrary herein, the Liquidated Damages will not be due in connection with Registrable Securities subject to a Registration Cutback and the Company shall not be required to pay Liquidated Damages as a result of such cutbackfiled.

Non-Registration Events. The Company agrees and the Subscribers agree that the Sellers will suffer damages if the registration statement Registration Statement is not filed or is by the Filing Date and not declared effective by the Commission by the dates described herein Effective Date, and accordinglyany registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) due to the action Registration Statement is not filed on or inaction of before the Company a registration statement Filing Date, (B) is not declared effective on or before the Effective Date, (C) the Registration Statement is not declared effective within five three (3) business days after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement Registration Statement will not be reviewed or that the Commission has no further comments, (BD) any if the registration statement described in Section Sections 11.1(i) or 11.1(ii) is not filed by the Filing Datewithin 60 days after such written request, or is not declared effective by the Effective Date or any other date set forth in Section 11.1(i)within 120 days after such written request, or (CE) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iii11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded within twenty-two fifteen (2215) business days by an effective replacement or amended registration statement or statement) for a period of time which shall exceed forty (45) 20 days in the aggregate per year (defined as every rolling a period of three hundred and sixty-five (365) consecutive 365 days commencing on the effective datedate the Registration Statement is declared effective) (each such event shall be referred to in clauses (A) through (E) of this Section 11.4 is referred to herein as a “Non-Registration Event”), then the Company shall pay deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to one-half of one two percent (.52%) for each thirty (30) days (or part thereof during the pendency of such lesser pro-rata amount for any period of less than thirty (30) days) default, of the principal amount Purchase Price of the outstanding Notes remaining unconverted and purchase price of Conversion Shares and Warrant Shares issued upon conversion of the Notes and exercise owned of Warrants held record by Subscribers such holder which are subject to such Non-Registration Event with a maximum aggregate amount of Liquidated Damages not to exceed 5% of the sum of the Note principal plus aggregate actual Warrant exercise pricesEvent. The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a registration statement Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such registration statement Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordinglyfiled. All oral or written comments received from the Commission relating to a registration statement the Registration Statement must be satisfactorily responded to within ten (10) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate and amounts set forth above calculated from above. Notwithstanding the date foregoing, the response was required Company shall not be liable to have been madethe Subscriber under this Section 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement. Liquidated Damages shall will not accrue nor be payable pursuant to this Section 11.4 in connection with nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities for such times as such Registrable Securities may be sold are transferable by the holder thereof without volume limitations or other restrictions of Registrable Securities pursuant to Section 144(b)(1)(iRule 144(k) of under the 1933 Act. Notwithstanding anything In addition to the contrary any damages payable herein, if the Liquidated Damages will Registration Statement is not filed by the Filing Date (as defined in Section 11.1(iv) of this Agreement), the exercise prices of the Class A and Class B Warrants issued July 29, 2005 and those issued in this Offering shall be due in connection with Registrable Securities subject to a reduced by $.10 for every week that transpires before which such Registration Cutback and the Company shall not be required to pay Liquidated Damages as a result of such cutback.Statement is filed. (Subscription Agreement)

Non-Registration Events. The Company agrees that the Sellers will suffer damages if If (i) the registration statement on Form S-3 or such other form as described in Section 9.1(a) is not filed on or is before the Filing Date or not declared effective by on or before the Commission by the dates described herein and accordingly, if (A) due to the action or inaction sooner of the Company a registration statement is not declared effective Effective Date, or within five three business days after of receipt by the Company or its attorneys of a written or oral communication from the Commission SEC that the registration statement will not be reviewed or that the Commission has no further comments, (B) any registration statement described in Section 11.1(i9.1(a) is will not filed by the Filing Date, or is not declared effective by the Effective Date or any other date set forth in Section 11.1(i)be reviewed, or (Ciii) any if the registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iiiSection 9.1(a) is filed and declared effective but shall thereafter cease to be effective (without being succeeded within twenty-two (22) business days immediately by an effective replacement or amended additional registration statement or filed and declared effective) for a period of time which shall exceed forty (45) 30 days in the aggregate per year but not more than 20 consecutive calendar days (defined as every rolling a period of three hundred and sixty-five (365) consecutive 365 days commencing on the effective datedate the Registration Statement is declared effective) (each such event shall be referred to in this Section 9.4 is referred to herein as a “Non"NON-Registration Event”REGISTRATION EVENT"), then the Company shall pay to the holder of Registrable Securitiesthen, for so long as Liquidated Damages, an amount equal to one-half of one percent (.5%) for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) of the principal amount of the outstanding Notes and purchase price of Conversion Shares and Warrant Shares issued upon conversion of Notes and exercise of Warrants held by Subscribers which are subject to such Non-Registration Event with a maximum aggregate amount of shall continue, the Company shall pay in cash as Liquidated Damages not to exceed 5% each holder of any Registrable Securities an amount equal to one percent (1%) per month (prorated accordingly for parts thereof) during the pendency of such Non-Registration Event of the sum Stated Value of the Note principal plus aggregate actual Warrant exercise prices. The Company must pay Preferred Stock issued in connection with the Liquidated Damages in cash. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period Offering, whether or shorter part thereof for which Liquidated Damages are payable. In the event a registration statement is filed but is withdrawn prior to being declared effective by the Commissionnot converted, then owned of record by such registration statement will holder or issuable as of or subsequent to the occurrence of such Non-Registration Event, but no in even more than 130% the unpaid Stated Value of the Preferred Stock. Payments to be made pursuant to this Section shall be due and payable immediately upon demand in immediately available funds. It shall be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Commission relating to a registration statement must be responded to within ten (10) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue to the extent that all the Common Stock included in the Registrable Securities and be payable underlying the Securities is not included in an effective registration statement as of and after the Effective Date at the conversion prices in effect from and after the Effective Date. Failure by the Company to the holders of Registrable Securities at the same rate and amounts set forth above calculated from the date the response was required to have been made. Liquidated Damages shall not be payable pursuant to this Section 11.4 in connection with Registrable Securities for such times as such Registrable Securities may be sold by the holder thereof without volume limitations or other restrictions pursuant to Section 144(b)(1)(i) of the 1933 Act. Notwithstanding anything to the contrary herein, pay the Liquidated Damages will not as and when due shall be due in connection with Registrable Securities subject to a Registration Cutback and deemed an Event of Default for the Company shall not be required to pay Liquidated Damages as a result purposes of such cutbackthis Section 9.4.

Non-Registration Events. The Company agrees and the Subscribers agree that the Sellers will suffer damages if the registration statement Registration Statement is not filed or is by the Filing Date and not declared effective by the Commission by the dates described herein Effective Date, and accordinglyany registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) due to the action Registration Statement is not filed on or inaction of before the Company a registration statement Filing Date, (B) is not declared effective on or before the Effective Date, (C) the Registration Statement is not declared effective within five three (3) business days after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement Registration Statement will not be reviewed or that the Commission has no further comments, (BD) any if the registration statement described in Section Sections 11.1(i) or 11.1(ii) is not filed by the Filing Datewithin 60 days after such written request, or is not declared effective by the Effective Date or any other date set forth in Section 11.1(i)within 120 days after such written request, or (CE) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iii11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded within twenty-two fifteen (2215) business days by an effective replacement or amended registration statement or statement) for a period of time which shall exceed forty (45) 30 days in the aggregate per year (defined as every rolling a period of three hundred and sixty-five (365) consecutive 365 days commencing on the effective datedate the Registration Statement is declared effective) or more than 20 consecutive days (each such event shall be referred to in clauses A through E of this Section 11.4 is referred to herein as a “"Non-Registration Event”"), then the Company shall pay deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to one-half of one two percent (.52%) for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) part thereof, thereafter of the principal amount Purchase Price of the outstanding Notes remaining unconverted and purchase price of Conversion Shares and Warrant Shares issued upon conversion of the Notes and exercise owned of Warrants held record by Subscribers such holder which are subject to such Non-Registration Event with a maximum aggregate amount of Liquidated Damages not to exceed 5% of the sum of the Note principal plus aggregate actual Warrant exercise pricesEvent. The Company must pay the Liquidated Damages in cashcash or an amount equal to two hundred percent of such cash Liquidated Damages if paid in additional shares of registered unlegended free-trading shares of Common Stock. Such Common Stock shall be valued at a per share value equal to the Conversion Price then in effect and in the same manner as the Note. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a registration statement Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such registration statement Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordinglyfiled. All oral or written and accounting comments received from the Commission relating to a registration statement the Registration Statement must be responded to within ten (10) business days after receipt of comments from the Commissiondays. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate and amounts set forth above calculated from above. Notwithstanding the date foregoing, the response was required Company shall not be liable to have been madethe Subscriber under this Section 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement. Liquidated Damages shall will not accrue or be payable pursuant to this Section 11.4 in connection with nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities for such times as such Registrable Securities may be sold are transferable by the holder thereof without volume limitations or other restrictions of Registrable Securities pursuant to Section 144(b)(1)(iRule 144(k) of under the 1933 Act. Notwithstanding anything to the contrary herein, the Liquidated Damages will not be due in connection with Registrable Securities subject to a Registration Cutback and the Company shall not be required to pay Liquidated Damages as a result of such cutback.

Non-Registration Events. The Company agrees and the Subscribers agree that the Sellers will suffer damages if the registration statement Registration Statement is not filed or is by the Filing Date and not declared effective by the Commission by the dates described herein Effective Date, and accordinglyany registration statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) due to the action Registration Statement is not filed on or inaction of before the Company a registration statement Filing Date, (B) is not declared effective on or before the Effective Date, (C) the Registration Statement is not declared effective within five three (3) business days after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement Registration Statement will not be reviewed or that the Commission has no further comments, (BD) any if the registration statement described in Section Sections 11.1(i) or 11.1(ii) is not filed by the Filing Datewithin 60 days after such written request, or is not declared effective by the Effective Date or any other date set forth in Section 11.1(i)within 120 days after such written request, or (CE) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iii11.1(iv) is filed and declared effective but shall thereafter cease to be effective (without being succeeded within twenty-two fifteen (2215) business days by an effective replacement or amended registration statement or statement) for a period of time which shall exceed forty (45) 30 days in the aggregate per year (defined as every rolling a period of three hundred and sixty-five (365) consecutive 365 days commencing on the effective datedate the Registration Statement is declared effective) or more than 20 consecutive days (each such event shall be referred to in clauses A through E of this Section 11.4 is referred to herein as a “"Non-Registration Event”"), then the Company shall pay deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to one-half of one two percent (.52%) for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) part thereof, thereafter of the principal amount Purchase Price of the outstanding Notes remaining unconverted and purchase price of Conversion Shares and Warrant Shares issued upon conversion of the Notes and exercise owned of Warrants held record by Subscribers such holder which are subject to such Non-Registration Event with a maximum aggregate amount of Liquidated Damages not to exceed 5% of the sum of the Note principal plus aggregate actual Warrant exercise pricesEvent. The Company must pay the Liquidated Damages in cashcash unless the Subscriber elects to convert the Liquidated Damages into Common Stock. In such event the Liquidated Damages will be paid in Common Stock valued at a per share price equal to fifty percent (50%) of the average of the three lowest intraday trading prices reported for the Principal Market by Bloomberg L.P. for the twenty trading days preceding the first day of each thirty day or shorter period for which Liquidated Damages are payable. The holder of Common Stock issued in payment of Liquidated Damages is granted the registration rights set forth in Section 11.1(ii) above. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a registration statement Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such registration statement Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordinglyfiled. All oral or written comments received from the Commission relating to a registration statement the Registration Statement must be satisfactorily responded to within ten (10) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate and amounts set forth above calculated from above. Notwithstanding the date foregoing, the response was required Company shall not be liable to have been madethe Subscriber under this Section 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement. Liquidated Damages shall will not accrue nor be payable pursuant to this Section 11.4 in connection with nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities for such times as such Registrable Securities may be sold are transferable by the holder thereof without volume limitations or other restrictions of Registrable Securities pursuant to Section 144(b)(1)(iRule 144(k) of under the 1933 Act. Notwithstanding anything to the contrary herein, the Liquidated Damages will not be due in connection with Registrable Securities subject to a Registration Cutback and the Company shall not be required to pay Liquidated Damages as a result of such cutback.

Non-Registration Events. The Company agrees and Longview agree that the Sellers Longview will suffer damages if the registration statement Registration Statement is not filed by Filing Date, or is not declared effective by the Commission Effective Date, or not maintained in the manner and within the time periods contemplated by Section 10 hereof, it would not be feasible to ascertain the dates described herein and accordinglyextent of such damages with precision. Accordingly, if the Registration Statement (A) due to the action or inaction of the Company a registration statement is not declared effective within five days after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement will not be reviewed or that the Commission has no further comments, (B) any registration statement described in Section 11.1(ii) is not filed by the Filing Date, or (ii) is not declared effective by the Effective Date or any other date set forth in Section 11.1(i)Date, or (C) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iiiiii) is filed and declared effective but shall thereafter cease to be effective (without being succeeded within twenty-two (22) business days immediately by an effective replacement or amended additional registration statement or filed and declared effective) for a period of time which shall exceed forty (45) 30 days in the aggregate per year or more than 20 consecutive days (defined as every rolling a period of three hundred and sixty-five (365) consecutive 365 days commencing on the effective datedate the Registration Statement is declared effective) (each such event shall be set forth in clauses (i), (ii) and (iii) of this Section 10.4 is referred to herein as a “Non-Registration Event”), then the Company shall pay deliver to Longview, for each thirty days or part thereof subsequent to a Non-Registration Event and during the holder pendency of Registrable Securitiessuch Non-Registration Event, as Liquidated DamagesDamages and not as a penalty, an amount equal to one-half of one percent (.51%) ), prorated for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) partial months, of the principal amount sum of (a) the aggregate Stated Value of the outstanding Notes Preferred Stock remaining unconverted and purchase price of Conversion Shares and Warrant Shares issued upon conversion of Notes and exercise of Warrants held by Subscribers which are subject to such Non-Registration Event with a maximum aggregate amount of Liquidated Damages not to exceed 5% of Event, (b) that number which is the sum of the Note principal plus aggregate actual Warrant exercise pricesapplicable Conversion Prices for each share of Common Stock issued upon conversion of the Preferred Stock and which are subject to such Non-Registration Event, and (c) the purchase price of the Debt Conversion Shares, then owned of record by Longview, which are subject to such Non-Registration Event. The Company must pay the Liquidated Damages Payments to be made pursuant to this Section 10.4 shall be payable in cash. The Liquidated Damages must be paid cash and due and payable within ten (10) business days after the end of each thirty (30) day period or shorter part thereof for which thereof. In no event shall the Liquidated Damages are payable. In the event a registration statement is filed but is withdrawn prior to being declared effective by the Commission, then such registration statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Commission relating to a registration statement must be responded to within exceed ten (10%) business days after receipt percent of comments from the Commission. Failure sum of (d) the aggregate Stated Value of the Preferred Stock remaining unconverted and which are subject to timely respond to Commission comments is a such Non-Registration Event for and (e) that number which Liquidated Damages shall accrue and be payable by is the Company to the holders of Registrable Securities at the same rate and amounts set forth above calculated from the date the response was required to have been made. Liquidated Damages shall not be payable pursuant to this Section 11.4 in connection with Registrable Securities for such times as such Registrable Securities may be sold by the holder thereof without volume limitations or other restrictions pursuant to Section 144(b)(1)(i) sum of the 1933 Act. Notwithstanding anything to applicable Conversion Prices for each share of Common Stock issued upon conversion of the contrary hereinPreferred Stock then owned of record by Longview, the Liquidated Damages will not be due in connection with Registrable Securities which are subject to a such Non-Registration Cutback and the Company shall not be required to pay Liquidated Damages as a result of such cutbackEvent.

Non-Registration Events. The Company agrees that the Sellers will suffer damages if the registration statement is not filed or is not declared effective by the Commission by the dates described herein and accordingly, if (A) due to the action or inaction of the Company a registration statement is not declared effective within five days after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement will not be reviewed or that the Commission has no further comments, (B) any if the registration statement described in Section 11.1(i) or 11.1(ii) is not filed by the Filing Datewithin sixty (60) days after such written request, or is not declared effective by within one hundred and twenty (120) days after the Effective Date or any other date set forth in Section 11.1(i), filing of the registration statement or (C) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iii11.1(ii) is filed and declared effective but shall thereafter cease to be effective without being succeeded within twenty-two (22) business days by an effective replacement or amended registration statement or for a period of time which shall exceed forty (45) days in the aggregate per year (defined as every rolling period of three hundred and sixty-five (365) consecutive days commencing on the effective date) (each such event shall be a “Non-Registration Event”), then the Company shall pay to the holder of Registrable Securities, as Liquidated Damages, an amount equal to one-half of one two percent (.52%) for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) of the principal amount of the outstanding Notes and purchase price of Conversion Shares and Warrant Shares issued upon conversion of Notes and exercise of Warrants held by Subscribers which are subject to such Non-Registration Event with a maximum aggregate amount of Liquidated Damages not to exceed 5% of the sum of the Note principal plus aggregate actual Warrant exercise pricesEvent. The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a registration statement is filed but is withdrawn prior to being declared effective by the Commission, then such registration statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Commission relating to a registration statement must be responded to within ten fifteen (1015) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate and amounts set forth above calculated from the date the response was required to have been made. Liquidated Damages shall not be payable pursuant to this Section 11.4 in connection with Registrable Securities for such times as such Registrable Securities may be sold by the holder thereof without volume limitations or other restrictions pursuant to Section 144(b)(1)(i) of the 1933 Act. Notwithstanding anything to the contrary herein, the no Liquidated Damages will not be due in connection with Registrable Securities subject to a Registration Cutback and the Company shall not be required have to pay Liquidated Damages as a the result of such cutback.

Non-Registration Events. The Company agrees and the Subscribers agree that the Sellers will suffer damages if the registration statement Registration Statement is not filed or is by the Filing Date and not declared effective by the Commission by the dates described herein Effective Date, and accordinglymaintained effective in the manner and within the time periods contemplated by Section 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) due to the action Registration Statement is not filed on or inaction of before the Company a registration statement Filing Date, (B) is not declared effective on or before the Effective Date, (C) the Registration Statement is not declared effective within five three (3) business days after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement Registration Statement will not be reviewed or that the Commission has no further comments, (B) any registration statement described in Section 11.1(i) is not filed by the Filing Date, or is not declared effective by the Effective Date or any other date set forth in Section 11.1(i), or (CD) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iii) the Registration Statement is filed and declared effective but shall thereafter cease to be effective without being succeeded within twenty-two (22) business days by an effective replacement or amended registration statement or if the Company suspends the use of the prospectus forming a part of the Registration Statement for a period of time which shall exceed forty (45) 30 days in the aggregate per year (defined as every rolling a period of three hundred and sixty-five (365) consecutive 365 days commencing on the effective datedate the Registration Statement is declared effective) or more than 20 consecutive days (each such event shall be referred to in clauses A through D of this Section 11.4 is referred to herein as a “"Non-Registration Event”"), then the Company shall pay deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to one-half of one two percent (.52%) for each thirty (30) days (or such lesser pro-rata amount for any period of less than thirty (30) days) part thereof, thereafter of the principal amount Purchase Price of the outstanding Notes and purchase price of Conversion Shares and Warrant Shares issued upon conversion of Notes and exercise of Warrants held acquired by Subscribers which are subject to such Non-Registration Event with a maximum aggregate amount of Liquidated Damages not to exceed 5% of the sum of the Note principal plus aggregate actual Warrant exercise pricesholder hereunder. The Company must pay the Liquidated Damages in cashcash or an amount equal to one hundred and fifty percent (150%) of such cash Liquidated Damages if paid in additional shares of Common Stock (the "Damages Shares"). Such Common Stock shall be valued at a per share value equal to the average of the five (5) closing bid prices of the Common Stock as reported by Bloomberg L.P. for the five (5) trading days preceding the first day of each thirty (30) day or shorter period for which Liquidated Damages are payable. The Liquidated Damages must be paid within ten (10) days after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a registration statement Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such registration statement Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordinglyfiled. All oral or written and accounting comments received from the Commission relating to a registration statement the Registration Statement must be responded to within ten (10) business days after receipt of comments from the Commissiondays. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate and amounts set forth above calculated from above. Notwithstanding the date foregoing, the response was required Company shall not be liable to have been madethe Subscriber under this Section 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers contrary to the obligations undertaken by Subscribers in this Agreement. Liquidated Damages shall will not accrue nor be payable pursuant to this Section 11.4 in connection with nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities for such times as such Registrable Securities may be sold are transferable by the holder thereof without volume limitations or other restrictions of Registrable Securities pursuant to Section 144(b)(1)(iRule 144(k) of under the 1933 Act. Notwithstanding anything to the contrary herein, the Liquidated Damages will not be due in connection with Registrable Securities subject to a Registration Cutback and the Company shall not be required to pay Liquidated Damages as a result of such cutback.

Non-Registration Events. The Company agrees and the Subscribers agree that the Sellers Subscribers will suffer damages if the registration statement is not filed or is not declared effective by the Commission by the dates described herein and accordingly, if (A) due to the action or inaction of the Company a registration statement is not declared effective within five days after receipt by the Company or its attorneys of a written or oral communication from the Commission that the registration statement will not be reviewed or that the Commission has no further comments, (B) any registration statement described in Section 11.1(i) Registration Statement is not filed by the Required Filing Date and if the Company does not respond to comments the Registration Statement received from the Commission by the Required Response Date, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, (A) the Registration Statement is not filed on or before the Required Filing Date, or is not declared effective (B) the Company fails to respond to the comments to the Registration Statement, received from the Commission, by the Effective Required Response Date or any other date set forth in Section 11.1(i), or (C) any registration statement described in Sections 11.1(i), 11.1(ii) or 11.1(iii) is filed and declared effective but shall thereafter cease to be effective without being succeeded within twenty-two (22) business days by an effective replacement or amended registration statement or for a period of time which shall exceed forty (45) days in the aggregate per year (defined as every rolling period of three hundred and sixty-five (365) consecutive days commencing on the effective date) (each such event shall be referred to in clauses A and B of this Section 10(d), a “Non-Registration Event”), then the Company shall pay deliver to the holder of Registrable SecuritiesSubscribers, as liquidated damages (“Liquidated Damages”), an amount equal to one-half of one percent (.50.5%) of the Purchase Price of the Purchased Shares owned of record by such holder for each subsequent thirty (30) days day period (or such lesser pro-pro rata amount for any period of less than thirty (30) days) of the principal amount of the outstanding Notes and purchase price of Conversion Shares and Warrant Shares issued upon conversion of Notes and exercise of Warrants held by Subscribers which are subject to such Non-Registration Event with a maximum Event, provided, however that in no event shall the total liquidated damages payable under this Section 10(d) exceed in aggregate amount of Liquidated Damages not to exceed 5% of the sum Purchase Price. In no event shall the total amount of the Note principal plus liquidated damages payable under this Section 10(d) and the liquidated damages payable under any other section of this Agreement exceed in aggregate actual Warrant exercise prices15% of the Purchase Price. The Company must pay the Liquidated Damages in cash. The Liquidated Damages must be paid within ten one (101) days day after the end of each thirty (30) day period or shorter part thereof for which Liquidated Damages are payable. In the event a registration statement Registration Statement is filed by the Required Filing Date but is withdrawn prior to being declared effective by the Commission, then such registration statement Registration Statement will be deemed to have not been filed and Liquidated Damages will be calculated accordingly. All oral or written comments received from the Commission relating to a registration statement must be responded to within ten (10) business days after receipt of comments from the Commission. Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate and amounts set forth above calculated from the date the response was required to have been made. Liquidated Damages shall not be payable pursuant to this Section 11.4 in connection with Registrable Securities for such times as such Registrable Securities may be sold by the holder thereof without volume limitations or other restrictions pursuant to Section 144(b)(1)(i) of the 1933 Actfiled. Notwithstanding anything to the contrary hereinforegoing, the Liquidated Damages will not be due in connection with Registrable Securities subject to a Registration Cutback and the Company shall not be required liable to pay Liquidated Damages any Subscriber under this Section 10(d) for any events or delays occurring as a result consequence of the acts or omissions of such cutbackSubscriber contrary to the obligations undertaken by Subscribers in this Agreement.