Common use of Partial Liquidated Damages Clause in Contracts

Partial Liquidated Damages. The Company understands and agrees that a delay in the delivery of Warrant Shares beyond the Warrant Share Delivery Date (free from any restrictive legend if an Unrestricted Condition is met), could result in economic loss to the Holder. If in the case of an exercise of this Warrant, such DWAC transfer or certificate(s) are not delivered to or as directed by the then Holder (without restrictive legend if an Unrestricted Condition is met), by the Warrant Share Delivery Date for the number of Warrant Shares such Holder is entitled to receive pursuant to a Notice of Exercise, the Company shall pay to such Holder, in cash, an amount per Trading Day for each Trading Day during a Failure to Deliver Warrant Shares Period (as defined below), equal to the greater of (I) (A) 1% of the VWAP for the Warrant Shares sought to by the Holder hereof to be purchased by exercise of this Warrant pursuant to the Notice of Exercise for each of the first five (5) Trading Days after the Warrant Share Delivery Date, and (B) 2% of such amount for each Trading Day thereafter, and (II) $1,500 per Trading Day (which amount shall constitute as partial liquidated damages and not a penalty) (“Partial Liquidated Damages”). Notwithstanding anything to the contrary contained herein or elsewhere, the Holder shall be entitled to withdraw a Notice of Exercise, and upon such withdrawal, the Company shall only be obligated to pay the Partial Liquidated Damages through and including the date the Notice of Exercise is withdrawn. “A Failure to Deliver Warrant Shares Period” shall mean each and every Trading Day commencing on the first (1st) Trading Day after the Warrant Share Delivery Date that any Warrant Shares required to be delivered to the Holder pursuant to a Notice of Exercise are either not received by such Holder and/or are received but have a restrictive legend on any certificate representing the Warrant Shares if an Unrestricted Condition is met, through and including the Trading Day on which such Holder receives the all (i) Warrant Shares such Holder is entitled to receive based upon its Notice of Exercise without any restrictive (provided an Unrestricted Condition is met). Partial Liquidated Damages shall be paid to the Holder no later than the fifth (5th) calendar day of the month following the month in which they accrue.

Partial Liquidated Damages. The Company understands and agrees that a delay in the delivery of Warrant Shares beyond the Warrant Share Delivery Date (free from any restrictive legend if an Unrestricted Condition is met), could result in economic loss to the Holder. If in the case of an exercise of this Warrant, such DWAC transfer or certificate(s) are not delivered to or as directed by the then Holder (without restrictive legend if an Unrestricted Condition is met)Holder, by the Warrant Share Delivery Date for the number of Warrant Shares such Holder is entitled to receive pursuant to a Notice of Exercise, the Company shall pay to such Holder, in cash, an amount per Trading Day for each Trading Day during a Failure to Deliver Warrant Shares Period (as defined below), equal to the greater of (I) (A) 1% of the VWAP for the Warrant Shares sought to by the Holder hereof to be purchased by exercise of this Warrant pursuant to the Notice of Exercise for each of the first five (5) Trading Days after the Warrant Share Delivery Date, and (B) 2% of such amount for each Trading Day thereafter, and (II) $1,500 per Trading Day (which amount shall constitute as partial liquidated damages and not a penalty) (“Partial Liquidated Damages”). Notwithstanding anything to the contrary contained herein or elsewhere, the Holder shall be entitled to withdraw a Notice of Exercise, and upon such withdrawal, the Company shall only be obligated to pay the Partial Liquidated Damages through and including the date the Notice of Exercise is withdrawn. “A Failure to Deliver Warrant Shares Period” shall mean each and every Trading Day commencing on the first (1st) Trading Day after the Warrant Share Delivery Date that any Warrant Shares required to be delivered to the Holder pursuant to a Notice of Exercise are either not received by such Holder and/or are received but have a restrictive legend on any certificate representing the Warrant Shares if an Unrestricted Condition is met, through and including the Trading Day on which such Holder receives the all (i) Warrant Shares such Holder is entitled to receive based upon its Notice of Exercise without any restrictive (provided an Unrestricted Condition is met). Partial Liquidated Damages shall be paid to the Holder no later than the fifth (5th) calendar day of the month following the month in which they accrue.

Partial Liquidated Damages. The If the Company understands and agrees that a delay in fails for any reason to deliver to the delivery of Warrant Shares beyond Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Warrant Share Delivery Date (free from any restrictive legend if an Unrestricted Condition is met), could result in economic loss to the Holder. If in the case of an exercise of this Warrant, such DWAC transfer or certificate(s) are not delivered to or as directed by the then Holder (without restrictive legend if an Unrestricted Condition is met), by the Warrant Share Delivery Date for the number of Warrant Shares such Holder is entitled to receive pursuant to a Notice of ExerciseDate, the Company shall pay to such the Holder, in cash, an as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the tenth Trading Day after such Conversion Date) for each Trading Day during after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Failure Holder’s right to Deliver Warrant pursue actual damages or declare an Event of Default pursuant to Section 7 hereof for the Company’s failure to deliver Conversion Shares Period (as defined belowor, if applicable, cash, within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at Law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable Law. Selling Restrictions. Provided that the Company has not breached Section 2(d), equal Payment and Redemption, of the Convertible Note Agreement and isn’t cured within 10 trading days, Purchasers agree to limit in aggregate all sales of all shares of common stock of the greater of (I) (A) 1company through one broker for up to 22.5% of the VWAP daily trading volume for the Warrant Shares sought Company’s common stock as reported on a Trading Market for that day which cannot be Cor Clearing or a broker that clears through Cor Clearing. The Holder also agrees not to by the Holder hereof to be purchased by exercise of this Warrant pursuant to the Notice of Exercise for each sell any shares of the first five (5) common stock of the company on Trading Days after when the Warrant Share Delivery Datetrading volume of the Company’s Common Stock is below 30,000 shares (as adjusted for stock splits or similar occurrences). Provided that the Company has not breached Section 2(d), Payment and (B) 2Redemption, of the Convertible Note Agreement and such breach isn’t cured within 10 trading days, the Purchaser will limit in aggregate all sales of all shares of common stock of the company through one broker for up to 30% of such amount for each Trading Day thereafter, and (II) $1,500 per Trading Day (which amount shall constitute as partial liquidated damages and not a penalty) (“Partial Liquidated Damages”). Notwithstanding anything to the contrary contained herein or elsewhere, the Holder shall be entitled to withdraw a Notice of Exercise, and upon such withdrawal, the Company shall only be obligated to pay the Partial Liquidated Damages through and including the date the Notice of Exercise is withdrawn. “A Failure to Deliver Warrant Shares Period” shall mean each and every Trading Day commencing daily trading volume reported on the first (1st) Trading Day after market for that day if the Warrant Share Delivery Date daily traded volume for that any Warrant Shares required to be delivered to the Holder pursuant to a Notice of Exercise are either not received by such Holder and/or are received but have a restrictive legend on any certificate representing the Warrant Shares if an Unrestricted Condition day is met, through and including the Trading Day on which such Holder receives the all (i) Warrant Shares such Holder is entitled to receive based upon its Notice of Exercise without any restrictive (provided an Unrestricted Condition is met). Partial Liquidated Damages shall be paid to the Holder no later than the fifth (5th) calendar day of the month following the month in which they accrueabove $135,000.

Partial Liquidated Damages. The Company understands and agrees that a delay in the delivery of Warrant Shares beyond the Warrant Share Delivery Date (free from any restrictive legend if an Unrestricted Condition is met), could result in economic loss to the Holder. If in the case of an exercise of this Warrant, such DWAC transfer or certificate(s) are not delivered to or as directed by the then Holder (without restrictive legend if an Unrestricted Condition is met), by the Warrant Share Delivery Date for the number of Warrant Shares such Holder is entitled to receive pursuant to a Notice of Exercise, the Company shall pay to such Holder, in cash, an amount per Trading Day for each Trading Day during a Failure to Deliver Warrant Shares Period (as defined below), equal to the greater of (I) (A) 1I % of the VWAP VW AP for the Warrant Shares sought to by the Holder hereof to be purchased by exercise of this Warrant pursuant to the Notice of Exercise for each of the first five (5) Trading Days after the Warrant Share Delivery Date, and (B) 2% of such amount for each Trading Day thereafter, and (II) $1,500 1 ,500 per Trading Day (which amount shall constitute as partial liquidated damages and not a penalty) (“Partial Liquidated Damages”). Notwithstanding anything to the contrary contained herein or elsewhere, the Holder shall be entitled to withdraw a Notice of Exercise, and upon such withdrawalwithdrawal , the Company shall only be obligated to pay the Partial Liquidated Damages through and including the date the Notice of Exercise is withdrawnwithdrawn . “A Failure to Deliver Warrant Shares Period” shall mean each and every Trading Day commencing on the first (1st) Trading Day after the Warrant Share Delivery Date that any Warrant Shares required to be delivered to the Holder pursuant to a Notice of Exercise are either not received by such Holder and/or are received but have a restrictive legend on any certificate representing the Warrant Shares if an Unrestricted Condition is met, through and including the Trading Day on which such Holder receives the all (i) Warrant Shares such Holder is entitled to receive based upon its Notice of Exercise without any restrictive (provided an Unrestricted Condition is met). Partial Liquidated Damages shall be paid to the Holder no later than the fifth (5th) calendar day of the month following the month in which they accrue.

Partial Liquidated Damages. The Company understands and agrees that a delay in the delivery of Warrant Shares beyond the Warrant Share Delivery Date (free from any restrictive legend if an Unrestricted Condition is met), could result in economic loss to the Holder. If in the case of an exercise of this Warrant, such DWAC transfer or certificate(s) are not delivered to or as directed by the then Holder (without restrictive legend if an Unrestricted Condition is met), by the Warrant Share Delivery Date for the number of Warrant Shares such Holder is entitled to receive pursuant to a Notice of Exercise, the Company shall pay to such Holder, in cash, an amount per Trading Day for each Trading Day during a Failure to Deliver Warrant Shares Period (as defined below), equal to the greater of (I) (A) 1% of the VWAP for the Warrant Shares sought to by the Holder hereof to be purchased by exercise of this Warrant pursuant to the Notice of Exercise for each of the first five (5) Trading Days after the Warrant Share Delivery Date, and (B) 2% of such amount for each Trading Day thereafter, and (II) $1,500 per Trading Day (which amount shall constitute as partial liquidated damages and not a penalty) (“Partial Liquidated Damages”). Notwithstanding anything to the contrary contained herein or elsewhere, the Holder shall be entitled to withdraw a Notice of Exercise, and upon such withdrawal, the Company shall only be obligated to pay the Partial Liquidated Damages through and including the date the Notice of Exercise is withdrawn. “A Failure to Deliver Warrant Shares Period” shall mean each and every Trading Day commencing on the first (1st) Trading Day after the Warrant Share Delivery Date that any Warrant Shares required to be delivered to the Holder pursuant to a Notice of Exercise are either not received by such Holder and/or are received but have a restrictive legend on any certificate representing the Warrant Shares if an Unrestricted Condition is met, through and including the Trading Day on Dayan which such Holder receives the all (i) Warrant Shares such Holder is entitled to receive based upon its Notice of Exercise without any restrictive (provided an Unrestricted Condition is met). Partial Liquidated Damages shall be paid to the Holder no later than the fifth (5th) calendar day of the month following the month in which they accrue.

Partial Liquidated Damages. The If: (i) the IPO Registration Statement or the Non-IPO Registration Statement is not declared effective within ninety (90) days of the date of demand for such Registration, or (ii) the Company understands and agrees that fails to file with the Commission a delay request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the delivery of Warrant Shares beyond the Warrant Share Delivery Date (free from any restrictive legend if an Unrestricted Condition is met), could result in economic loss Commission pursuant to the Holder. If Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the case Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) after the effective date of an exercise of this Warranta Registration Statement, such DWAC transfer Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or certificate(sthe Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than the periods set forth herein (any such failure or breach being referred to as an “Event”, then, in addition to any other rights the Holders may have hereunder or under applicable law, on the date of each such Event and on each monthly anniversary of each such Event (if the applicable Event shall not have been cured by such date) are not delivered to or as directed by until the then Holder (without restrictive legend if an Unrestricted Condition applicable Event is met), by the Warrant Share Delivery Date for the number of Warrant Shares such Holder is entitled to receive pursuant to a Notice of Exercisecured, the Company shall pay to such Holder, each Holder an amount in cash, an amount per Trading Day for each Trading Day during a Failure to Deliver Warrant Shares Period (as defined below), equal to the greater of (I) (A) 1% of the VWAP for the Warrant Shares sought to by the Holder hereof to be purchased by exercise of this Warrant pursuant to the Notice of Exercise for each of the first five (5) Trading Days after the Warrant Share Delivery Date, and (B) 2% of such amount for each Trading Day thereafter, and (II) $1,500 per Trading Day (which amount shall constitute as partial liquidated damages and not as a penalty) (“Partial Liquidated Damages”). Notwithstanding anything , equal to the contrary contained herein or elsewhereproduct of (1) the product of (A) 1.5% multiplied by (B) the quotient of (1) the number of such Holder’s Registrable Securities that are not then covered by a Registration Statement that is then effective and available for use by such Holder divided by (II) the total number of such Holder’s Registrable Securities multiplied by (2) the aggregate Subscription Price paid by such Holder pursuant to the Purchase Agreement; provided, however, that, in the event that none of such Holder’s Registrable Securities are then covered by a Registration Statement that is effective and available for use by such Holder, the Holder quotient of (I) divided by (II) in clause (1)(B) herein shall be entitled deemed to withdraw equal 1. The parties agree that the maximum aggregate liquidated damages payable to a Notice Holder under this Agreement shall be 9% of Exercise, and upon the aggregate Subscription Amount paid by such withdrawalHolder pursuant to the Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven business days after the date payable, the Company shall only will pay interest thereon at a rate of 15% per annum (or such lesser maximum amount that is permitted to be obligated paid by applicable law) to pay the Partial Liquidated Damages through and including Holder, accruing daily from the date the Notice of Exercise is withdrawnsuch partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. “A Failure to Deliver Warrant Shares Period” shall mean each and every Trading Day commencing on the first (1st) Trading Day after the Warrant Share Delivery Date that any Warrant Shares required to be delivered The partial liquidated damages pursuant to the Holder pursuant to terms hereof shall apply on a Notice daily pro rata basis for any portion of Exercise are either not received by such Holder and/or are received but have a restrictive legend on any certificate representing the Warrant Shares if an Unrestricted Condition is met, through and including the Trading Day on which such Holder receives the all (i) Warrant Shares such Holder is entitled to receive based upon its Notice of Exercise without any restrictive (provided an Unrestricted Condition is met). Partial Liquidated Damages shall be paid month prior to the Holder no later than the fifth (5th) calendar day cure of the month following the month in which they accruean Event.