Common use of Non-Registration Events Clause in Contracts

Non-Registration Events. The Company and the Subscribers agree that the Sellers will suffer damages if the Registration Statement is not filed 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 as required by Section 11.1 ("Non-Registration Event"), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two percent (2%) for each thirty (30) days or part thereof, of the Purchase Price of the Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes and exercise of Warrants owned of record by such holder which are subject to such Non-Registration Event. The Company must pay the Liquidated Damages in cash or an amount equal to two hundred percent of such cash Liquidated Damages if timely 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 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. Notwithstanding the foregoing, the Company shall not be liable to the 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 will not accrue nor be payable pursuant to this Section 11.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144 without regard to volume restrictions.

Non-Registration Events. The Company and the Subscribers Subscriber agree that the Sellers Subscriber will suffer damages if the Registration Statement is not filed and maintained in by the manner and within the time periods contemplated by Section 11 hereof, Filing Date 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 Registration Statement is not filed as required by Section 11.1 on or before the Filing Date (a "Non-Registration Event"), then the Company shall deliver to the holder of Registrable Securities, as Liquidated Damages, an amount equal to two one-tenth (1/10th) of a percent (20.1%) for each thirty (30) days or part thereof, calendar day thereafter of the Purchase Price of the Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes and exercise of Warrants owned of record by Preferred Stock purchased through such holder which are subject to such Non-Registration Eventdate. The Company must pay the Liquidated Damages in cash or an amount equal to two hundred percent of such cash Liquidated Damages if timely 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 the first day of each thirty (30) day or shorter period for which Liquidated Damages are payablecash. The Liquidated Damages must be paid within ten every fifteen calendar (1015) days after the end of each thirty (30) day period Non-Registration Event or shorter part thereof for which Liquidated Damages are payable. In the event a Registration Statement is filed by the Filing Date but is withdrawn prior to being declared effective by the Commission, then such Registration Statement will be deemed to have not been filed. Notwithstanding the foregoing, the Company shall not be liable to the Subscriber under this Section 11.4 for any events or delays occurring as a consequence of the acts or omissions of the Subscribers Subscriber contrary to the obligations undertaken by Subscribers Subscriber in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 11.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144 without regard to volume restrictions144(k) under the 1933 Act.

Non-Registration Events. The Company and the Subscribers agree that the Sellers Subscribers will suffer damages if the Registration Statement is not filed by the Required Filing Date and not declared effective by the Commission by the Required Effective Date or if, after it is declared effective, its effectiveness is not maintained in the manner and within the time periods contemplated by Section 11 9 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 Required Filing Date, (B) the Registration Statement is not declared effective on or before the Required Effective Date, or (C) any registration statement described in Section 11.1 9 is not filed declared effective but shall thereafter cease to be effective for a period of time which shall exceed twenty (20) days in the aggregate per year (defined as required by a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in clauses (A) through (C) of this Section 11.1 ("9(d), a “Non-Registration Event"”), then the Company shall deliver to the holder of Registrable SecuritiesSubscribers, as liquidated damages (“Liquidated Damages”), an amount equal to two percent (2%) for each thirty (30) days or part thereof, of the Purchase Price of the Notes remaining unconverted and purchase price of Purchased Shares issued upon conversion of the Notes and exercise of Warrants owned of record by such holder on the first business day after the Non-Registration Event and for each subsequent thirty (30) day period (pro rata for any period less than thirty days) which are subject to such Non-Registration Event. The Company must pay the Liquidated Damages in cash or an amount equal cash. In the event a Registration Statement is filed by the Required Filing Date but is withdrawn prior to two hundred percent of being declared effective by the Commission, then such cash Liquidated Damages if timely 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 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. Notwithstanding the foregoing, the Company shall not be liable to the 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 Registration Statement will not accrue nor be payable pursuant to this Section 11.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144 without regard to volume restrictionsnot been filed.

Non-Registration Events. The Company and the Subscribers Investors agree that the Sellers Investors will suffer damages if the Registration Statement is not filed by the Required Filing Date and not declared effective by the SEC by the Required Effectiveness Date or if, after it is declared effective, its effectiveness is not maintained in the manner and within the time periods contemplated by Section 11 2 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the registration statement Registration Statement is not filed on or before the Required Filing Date, (B) the Registration Statement is not declared effective on or before the Required Effectiveness Date, or (C) any Registration Statement described in Section 11.1 2 is not filed declared effective but shall thereafter cease to be effective for a period of time which shall exceed forty (40) days in the aggregate per year (defined as required by Section 11.1 a period of 365 days commencing on the date the Registration Statement is declared effective) ("each such event, a “Non-Registration Event"”), then the Company shall deliver to the holder of Registrable SecuritiesInvestors, as liquidated damages (“Liquidated Damages”), an amount equal to two one percent (21.0%) 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 or part thereof, of the Purchase Price of the Notes remaining unconverted and purchase price of Shares issued upon conversion of the Notes and exercise of Warrants owned of record by such holder day period (pro rata for any period less than thirty days) which are subject to such Non-Registration Event. The maximum aggregate Liquidated Damages payable to the Investor under this Agreement shall be six percent (6.0%) of the aggregate purchase price paid by such Investor pursuant to the Note Purchase Agreement. The Company must pay the Liquidated Damages in cash or an amount equal cash. In the event a Registration Statement is filed by the Required Filing Date but is withdrawn prior to two hundred percent of being declared effective by the SEC, then such cash Liquidated Damages if timely 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 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. Notwithstanding the foregoing, the Company shall not be liable to the 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 Registration Statement will not accrue nor be payable pursuant to this Section 11.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144 without regard to volume restrictionsnot been filed.

Non-Registration Events. The Company and the Subscribers agree that the Sellers Subscribers will suffer damages if the Registration Statement is not filed by the Required Filing Date and not declared effective by the Commission by the Required Effective Date or if, after it is declared effective, its effectiveness is not maintained in the manner and within the time periods contemplated by Section 11 9 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 Required Filing Date, (B) the Registration Statement is not declared effective on or before the Required Effective Date, or (C) any registration statement described in Section 11.1 9 is not filed declared effective but shall thereafter cease to be effective for a period of time which shall exceed forty (40) days in the aggregate per year (defined as required by a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in clauses A through C of this Section 11.1 ("9(d), a “Non-Registration Event"”), then the Company shall deliver to the holder of Registrable SecuritiesSubscribers, as liquidated damages (“Liquidated Damages”), an amount equal to two one-half percent (20.5%) for each thirty (30) days or part thereof, of the Purchase Price of the Notes remaining unconverted and purchase price of Purchased Shares issued upon conversion of the Notes and exercise of Warrants owned of record by such holder on the first business day after the Non-Registration Event and for each subsequent thirty (30) day period (pro rata for any period less than thirty days) which are subject to such Non-Registration Event. The maximum aggregate Liquidated Damages payable to the Subscriber under this Agreement shall be six percent (6%) of the aggregate Purchase Price paid by the Subscriber pursuant to this Agreement. The Company must pay the Liquidated Damages in cash or an amount equal cash. In the event a Registration Statement is filed by the Required Filing Date but is withdrawn prior to two hundred percent of being declared effective by the Commission, then such cash Liquidated Damages if timely 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 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. Notwithstanding the foregoing, the Company shall not be liable to the 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 Registration Statement will not accrue nor be payable pursuant to this Section 11.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144 without regard to volume restrictionsnot been filed.