Common use of Additional Relief Clause in Contracts

Additional Relief. If the Company shall fail for any reason or for no reason to issue to Investor unlegended certificates within three (3) Business Days of receipt of documents necessary for the removal of legend set forth above (the “Deadline Date”), then, in addition to all other remedies available to Investor, if on or after the Business Day immediately following such three Business Day period, Investor purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the holder of shares of Common Stock that Investor anticipated receiving from the Company (a “Buy-In”), then the Company shall, within five (5) Business Days after Investor’s request, promptly honor its obligation to deliver to Investor a certificate or certificates representing such shares of Common Stock and pay cash to Investor in an amount equal to the excess (if any) of Investor’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock purchased in such Buy-In over the product of (A) such number of shares of Common Stock, times (B) the Closing Bid Price on the Deadline Date. In addition, if within three Business Days of delivery of such certificate or certificates to Investor, Investor shall sell shares of Common Stock represented by such certificate or certificates at a price per share less than the Closing Bid Price on the Deadline Date, the Company shall pay cash to Investor in an amount equal to the excess of such Closing Bid Price times the number of shares so sold over Investor’s total proceeds (less brokerage commissions, if any) from the sale of such shares. Notwithstanding the foregoing, in the event the Company fails to honor its obligation to deliver Investor a certificate or certificates representing such shares of Common Stock within such five (5) Business Day period, the Company shall pay cash to Investor in an amount equal to (i) Investor’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased in such Buy-In less (ii) any payments previously made by the Company to Investor pursuant to the first sentence of this Section 6.4, at which point the Company’s obligation to deliver such certificate (and to issue such shares of Common Stock) shall terminate. “Closing Bid Price” means, for any security as of any date, the last closing price for such security on the OTCBB, as reported by Bloomberg, or, if the OTCBB begins to operate on an extended hours basis and does not designate the closing bid price then the last bid price of such security prior to 4:00 p.m., New York Time, as reported by Bloomberg, or, if the OTCBB is not the principal securities exchange or trading market for such security, the last closing price of such security on the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing price of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no closing bid price is reported for such security by Bloomberg, the average of the bid prices of any market makers for such security as reported in the “pink sheets” by Pink Sheets LLC (formerly the National Quotation Bureau, Inc.). If the Closing Bid Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Bid Price of such security on such date shall be the fair market value as mutually determined by the Company and the holder. If the Company and the holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved pursuant to Section 13 of the Warrants. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.

Additional Relief. If the Company shall fail for any reason or for no reason to issue to Investor such holder unlegended certificates within three (3) Business Days of (x) receipt of documents necessary for the removal of legend set forth above or (y) the date of its obligation to deliver the shares of Common Stock as contemplated pursuant to clause (ii) below (the “Deadline Date”), then, in addition to all other remedies available to Investorthe holder, if on or after the Business Trading Day (as defined in the Warrants) immediately following such three Business Day period, Investor the holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the holder of shares of Common Stock that Investor the holder anticipated receiving from the Company (a “Buy-In”), then the Company shall, within five (5) three Business Days after Investorthe holder’s requestrequest and in the holder’s discretion, promptly honor its obligation to deliver to Investor a certificate or certificates representing such shares of Common Stock and either (i) pay cash to Investor the holder in an amount equal to the excess (if any) of Investorholder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased in such (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such shares of Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to the holder a certificate or certificates representing such shares of Common Stock and pay cash to the holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the Closing Bid Price on the Deadline Date. In addition, if within three Business Days of delivery of such certificate or certificates to Investor, Investor shall sell shares of Common Stock represented by such certificate or certificates at a price per share less than the Closing Bid Price on the Deadline Date, the Company shall pay cash to Investor in an amount equal to the excess of such Closing Bid Price times the number of shares so sold over Investor’s total proceeds (less brokerage commissions, if any) from the sale of such shares. Notwithstanding the foregoing, in the event the Company fails to honor its obligation to deliver Investor a certificate or certificates representing such shares of Common Stock within such five (5) Business Day period, the Company shall pay cash to Investor in an amount equal to (i) Investor’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased in such Buy-In less (ii) any payments previously made by the Company to Investor pursuant to the first sentence of this Section 6.4, at which point the Company’s obligation to deliver such certificate (and to issue such shares of Common Stock) shall terminate. “Closing Bid Price” means, for any security as of any date, the last closing price for such security on The NASDAQ Capital Market (the OTCBB“Principal Market”), as reported by Bloomberg, or, if the OTCBB Principal Market begins to operate on an extended hours basis and does not designate the closing bid price then the last bid price of such security prior to 4:00 4:00:00 p.m., New York Time, as reported by Bloomberg, or, if the OTCBB Principal Market is not the principal securities exchange or trading market for such security, the last closing price of such security on the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing price of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no closing bid price is reported for such security by Bloomberg, the average of the bid prices of any market makers for such security as reported in the “pink sheets” by Pink Sheets LLC (formerly the National Quotation Bureau, Inc.). If the Closing Bid Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Bid Price of such security on such date shall be the fair market value as mutually determined by the Company and the holder. If the Company and the holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved pursuant to Section 13 of the Warrants. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.

Additional Relief. If the Company shall fail for any reason or for no reason to issue to Investor such holder unlegended certificates within three (3) Business Days of receipt of documents necessary for the removal of legend set forth above (the “Deadline Date”), then, in addition to all other remedies available to Investorthe holder, if on or after the Business Trading Day (as defined in Section 4(m)) immediately following such three Business Day period, Investor the holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the holder of shares of Common Stock that Investor the holder anticipated receiving from the Company (a “Buy-In”"), then the Company shall, within five (5) three Business Days after Investorthe holder’s requestrequest and in the holder’s discretion, promptly honor its obligation to deliver to Investor a certificate or certificates representing such shares of Common Stock and either (i) pay cash to Investor the holder in an amount equal to the excess (if any) of Investorholder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased in such (the “Buy-In Price"), at which point the Company’s obligation to deliver such certificate (and to issue such shares of Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to the holder a certificate or certificates representing such shares of Common Stock and pay cash to the holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the Closing Bid Price on the Deadline Date. In addition, if within three Business Days of delivery of such certificate or certificates to Investor, Investor shall sell shares of Common Stock represented by such certificate or certificates at a price per share less than the Closing Bid Price on the Deadline Date, the Company shall pay cash to Investor in an amount equal to the excess of such Closing Bid Price times the number of shares so sold over Investor’s total proceeds (less brokerage commissions, if any) from the sale of such shares. Notwithstanding the foregoing, in the event the Company fails to honor its obligation to deliver Investor a certificate or certificates representing such shares of Common Stock within such five (5) Business Day period, the Company shall pay cash to Investor in an amount equal to (i) Investor’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased in such Buy-In less (ii) any payments previously made by the Company to Investor pursuant to the first sentence of this Section 6.4, at which point the Company’s obligation to deliver such certificate (and to issue such shares of Common Stock) shall terminate. “"Closing Bid Price” means, for any security as of any date, the last closing price for such security on The NASDAQ Capital Market (the OTCBB“Principal Market”), as reported by Bloomberg, or, if the OTCBB Principal Market begins to operate on an extended hours basis and does not designate the closing bid price then the last bid price of such security prior to 4:00 4:00:00 p.m., New York Time, as reported by Bloomberg, or, if the OTCBB Principal Market is not the principal securities exchange or trading market for such security, the last closing price of such security on the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing price of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no closing bid price is reported for such security by Bloomberg, the average of the bid prices of any market makers for such security as reported in the “pink sheets” by Pink Sheets LLC (formerly the National Quotation Bureau, Inc.). If the Closing Bid Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Bid Price of such security on such date shall be the fair market value as mutually determined by the Company and the holder. If the Company and the holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved pursuant to Section 13 12 of the Warrants. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.

Additional Relief. If the Company shall fail for any reason or for no reason to issue to Investor such holder unlegended certificates within three five (35) Business Days of receipt of documents necessary for the removal of legend set forth above (the “Deadline Date”), then, in addition to all other remedies available to Investorthe holder, if on or after the Business Trading Day (as defined in the Certificate of Designations) immediately following such three five (5) Business Day period, Investor the holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the holder of shares of Common Stock that Investor the holder anticipated receiving from the Company (a “Buy-In”), then the Company shall, within five three (53) Business Days after Investorthe holder’s requestrequest and in the holder’s discretion, promptly honor its obligation to deliver to Investor a certificate or certificates representing such shares of Common Stock and either (i) pay cash to Investor the holder in an amount equal to the excess (if any) of Investorholder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased in such (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such shares of Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to the holder a certificate or certificates representing such shares of Common Stock and pay cash to the holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the Closing Bid Price on the Deadline Date. In addition, if within three Business Days of delivery of such certificate or certificates to Investor, Investor shall sell shares of Common Stock represented by such certificate or certificates at a price per share less than the Closing Bid Price on the Deadline Date, the Company shall pay cash to Investor in an amount equal to the excess of such Closing Bid Price times the number of shares so sold over Investor’s total proceeds (less brokerage commissions, if any) from the sale of such shares. Notwithstanding the foregoing, in the event the Company fails to honor its obligation to deliver Investor a certificate or certificates representing such shares of Common Stock within such five (5) Business Day period, the Company shall pay cash to Investor in an amount equal to (i) Investor’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased in such Buy-In less (ii) any payments previously made by the Company to Investor pursuant to the first sentence of this Section 6.4, at which point the Company’s obligation to deliver such certificate (and to issue such shares of Common Stock) shall terminate. “Closing Bid Price” means, for any security as of any date, the last closing price for such security on the OTCBBPrincipal Market, as reported by BloombergBloomberg (as defined in the Certificate of Designations), or, if the OTCBB Principal Market begins to operate on an extended hours basis and does not designate the closing bid price then the last bid price of such security prior to 4:00 4:00:00 p.m., New York Time, as reported by Bloomberg, or, if the OTCBB Principal Market is not the principal securities exchange or trading market for such security, the last closing price of such security on the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing price of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no closing bid price is reported for such security by Bloomberg, the average of the bid prices of any market makers for such security as reported in the “pink sheets” by Pink Sheets LLC (formerly the National Quotation Bureau, Inc.). If the Closing Bid Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Bid Price of such security on such date shall be the fair market value as mutually determined by the Company and the holder. If the Company and the holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved pursuant to Section 13 2(d)(iii) of the WarrantsCertificate of Designations. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.

Additional Relief. If the Company shall fail for any reason or for no reason to issue to Investor such holder unlegended certificates within three (3) Business Days of receipt of documents necessary for the removal of legend set forth above (the “"Deadline Date”"), then, in addition to all other remedies available to Investorthe holder, if on or after the Business Trading Day (as defined in the Certificate of Designations) immediately following such three (3) Business Day period, Investor the holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the holder of shares of Common Stock that Investor the holder anticipated receiving from the Company (a “"Buy-In”"), then the Company shall, within five three (53) Business Days after Investor’s requestthe holder's request and in the holder's discretion, promptly honor its obligation to deliver to Investor a certificate or certificates representing such shares of Common Stock and either (i) pay cash to Investor the holder in an amount equal to the excess (if any) of Investor’s holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased in such (the "Buy-In Price"), at which point the Company's obligation to deliver such certificate (and to issue such shares of Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to the holder a certificate or certificates representing such shares of Common Stock and pay cash to the holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the Closing Bid Price on the Deadline Date. In addition, if within three Business Days of delivery of such certificate or certificates to Investor, Investor shall sell shares of Common Stock represented by such certificate or certificates at a price per share less than the Closing Bid Price on the Deadline Date, the Company shall pay cash to Investor in an amount equal to the excess of such Closing Bid Price times the number of shares so sold over Investor’s total proceeds (less brokerage commissions, if any) from the sale of such shares. Notwithstanding the foregoing, in the event the Company fails to honor its obligation to deliver Investor a certificate or certificates representing such shares of Common Stock within such five (5) Business Day period, the Company shall pay cash to Investor in an amount equal to (i) Investor’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased in such Buy-In less (ii) any payments previously made by the Company to Investor pursuant to the first sentence of this Section 6.4, at which point the Company’s obligation to deliver such certificate (and to issue such shares of Common Stock) shall terminate. “"Closing Bid Price” " means, for any security as of any date, the last closing price for such security on the OTCBBPrincipal Market, as reported by BloombergBloomberg (as defined in the Certificate of Designations), or, if the OTCBB Principal Market begins to operate on an extended hours basis and does not designate the closing bid price then the last bid price of such security prior to 4:00 4:00:00 p.m., New York Time, as reported by Bloomberg, or, if the OTCBB Principal Market is not the principal securities exchange or trading market for such security, the last closing price of such security on the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing price of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no closing bid price is reported for such security by Bloomberg, the average of the bid prices of any market makers for such security as reported in the “"pink sheets” " by Pink Sheets LLC (formerly the National Quotation Bureau, Inc.). If the Closing Bid Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Bid Price of such security on such date shall be the fair market value as mutually determined by the Company and the holder. If the Company and the holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved pursuant to Section 13 2(d)(iii) of the WarrantsCertificate of Designations. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.

Additional Relief. If the Company shall fail for any reason or for no reason to issue to Investor the Buyer unlegended certificates or issue such Common Shares to such Buyer by electronic delivery at the applicable balance account at DTC within three (3) Business Trading Days of after the receipt of documents necessary for the removal of the legend set forth in Section 2(h) above (the “Deadline Date”), then, then in addition to all other remedies available to Investorthe Buyer, if on or after the Business Trading Day immediately following such three Business Trading Day period, Investor the Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the holder Buyer of shares of such Common Stock Shares that Investor the Buyer anticipated receiving without legend from the Company (a “Buy-In”), then the Company shall, within five three (53) Business Days after Investorthe Buyer’s requestrequest and in the Buyer’s discretion, promptly honor its obligation to deliver to Investor a certificate or certificates representing such shares of Common Stock and either (i) pay cash to Investor the Buyer in an amount equal to the excess (if any) of InvestorBuyer’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased in such (the “Buy-In Price”), at which point the Company’s obligation to deliver such unlegended Common Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Buyer such unlegended Common Shares as provided above and pay cash to the Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the Closing Bid Price on the Deadline Date. In additionFor purposes hereof, if within three Business Days of delivery of such certificate or certificates to Investor, Investor shall sell shares of Common Stock represented by such certificate or certificates at a price per share less than the Closing Bid Price on the Deadline Date, the Company shall pay cash to Investor in an amount equal to the excess of such Closing Bid Price times the number of shares so sold over Investor’s total proceeds (less brokerage commissions, if any) from the sale of such shares. Notwithstanding the foregoing, in the event the Company fails to honor its obligation to deliver Investor a certificate or certificates representing such shares of Common Stock within such five (5) Business Day period, the Company shall pay cash to Investor in an amount equal to (i) Investor’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased in such Buy-In less (ii) any payments previously made by the Company to Investor pursuant to the first sentence of this Section 6.4, at which point the Company’s obligation to deliver such certificate (and to issue such shares of Common Stock) shall terminate. “Closing Bid Price” means, for any security as of any date, the last closing bid price for such security on the OTCBBPrincipal Market, as reported by Bloomberg, or, if the OTCBB Principal Market begins to operate on an extended hours basis and does not designate the closing bid price then the last bid price of such security prior to 4:00 4:00:00 p.m., New York Timetime, as reported by Bloomberg, or, if the OTCBB Principal Market is not the principal securities exchange or trading market for such security, the last closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing bid price of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no closing bid price is reported for such security by Bloomberg, the average of the bid prices of any market makers for such security as reported in the “pink sheets” by Pink Sheets LLC (formerly the National Quotation Bureau, Inc.). If the Closing Bid Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Bid Price of such security on such date shall be the fair market value as mutually determined by the Company and the holder. If the Company and the holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved pursuant to Section 13 of the WarrantsCommon Shares. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.

Additional Relief. If the Company shall fail for any reason (or for no reason reason) to issue to Investor a holder unlegended certificates or credit such holder's balance account with DTC for the number of shares of unrestricted Common Stock to which such holder is entitled within five (5) Trading Days (as defined in the Notes) (the "Share Delivery Date") of receipt of documents necessary for the removal of legend set forth above (a "Share Delivery Failure"), then the Company shall pay damages to such holder for each date of such Share Delivery Failure in an amount equal to 2.0% of the product of (I) the sum of the number of shares of Common Stock requested by such holder to have legends removed and not issued without legends to such holder or credited to such holder's balance account with DTC on or prior to the Share Delivery Date and to which such holder is entitled, and (II) the Closing Sale Price (as defined in the Notes) of the Common Stock on the Share Delivery Date. If the Company shall fail for any reason (or for no reason) to issue to such holder unlegended certificates or credit the Holder's balance account with DTC for the number of shares of Common Stock to which the Holder is entitled within three (3) Business Trading Days of receipt of documents necessary for the removal of legend set forth above (the “"Deadline Date”"), then, in addition to all other remedies available to Investorthe holder, if on or after such Trading Day, the Business Day immediately following such three Business Day period, Investor holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the holder of shares of Common Stock that Investor the holder anticipated receiving from the Company (a “"Buy-In”"), then the Company shall, within five three (53) Business Trading Days after Investor’s requestthe holder's request and in the holder's discretion, promptly honor its obligation to deliver to Investor a certificate or certificates representing such shares of Common Stock and either (i) pay cash to Investor the holder in an amount equal to the excess (if any) of Investor’s holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased in such (the "Buy-In Price"), at which point the Company's obligation to deliver such certificate (and to issue such shares of Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to the holder a certificate or certificates representing such shares of Common Stock and pay cash to the holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the Closing Bid Price on the Deadline Date. In addition, if within three Business Days of delivery of such certificate or certificates to Investor, Investor shall sell shares of Common Stock represented by such certificate or certificates at a price per share less than the Closing Bid Price on the Deadline Date, the Company shall pay cash to Investor in an amount equal to the excess of such Closing Bid Price times the number of shares so sold over Investor’s total proceeds (less brokerage commissions, if any) from the sale of such shares. Notwithstanding the foregoing, in the event the Company fails to honor its obligation to deliver Investor a certificate or certificates representing such shares of Common Stock within such five (5) Business Day period, the Company shall pay cash to Investor in an amount equal to (i) Investor’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased in such Buy-In less (ii) any payments previously made by the Company to Investor pursuant to the first sentence of this Section 6.4, at which point the Company’s obligation to deliver such certificate (and to issue such shares of Common Stock) shall terminate. “Closing Bid Price” means, for any security as of any date, the last closing price for such security on the OTCBB, as reported by Bloomberg, or, if the OTCBB begins to operate on an extended hours basis and does not designate the closing bid price then the last bid price of such security prior to 4:00 p.m., New York Time, as reported by Bloomberg, or, if the OTCBB is not the principal securities exchange or trading market for such security, the last closing price of such security on the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing price of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no closing bid price is reported for such security by Bloomberg, the average of the bid prices of any market makers for such security as reported in the “pink sheets” by Pink Sheets LLC (formerly the National Quotation Bureau, Inc.). If the Closing Bid Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Bid Price of such security on such date shall be the fair market value as mutually determined by the Company and the holder. If the Company and the holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved pursuant to Section 13 of the Warrants. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.

Additional Relief. If the Company shall fail for any reason or for no reason to issue to Investor a Subscriber holding New Ordinary Shares or Warrant Shares unlegended certificates (to the extent such Securities are certificated) or remove a stop-transfer order placed against the transfer of such Securities (whether or not such Securties are certificated) within three (3) Business Days of (x) receipt of documents necessary for the removal of the legend set forth above in Section 2(i) or such stop-transfer order, as applicable, or (y) the date of its obligation to deliver the Ordinary Shares as contemplated pursuant to clause (ii) below (the “Deadline Date”), then, in addition to all other remedies available to Investorsuch Subscriber, if on or after the Business Trading Day immediately following such three Business Day period, Investor such Subscriber purchases (in an open market transaction or otherwise) shares of Common Stock Ordinary Shares to deliver in satisfaction of a sale by the holder such Subscriber of shares of Common Stock Ordinary Shares that Investor such Subscriber anticipated receiving from the Company (a “Buy-In”), then the Company shall, within five (5) three Business Days after Investorsuch Subscriber’s requestrequest and in such Subscriber’s discretion, promptly honor its obligation to deliver to Investor a certificate or certificates representing such shares of Common Stock and either (i) pay cash to Investor such Subscriber in an amount equal to the excess (if any) of Investorsuch Subscriber’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock Ordinary Shares so purchased in such (the “Buy-In over the product of (A) such number of shares of Common Stock, times (B) the Closing Bid Price on the Deadline Date. In addition, if within three Business Days of delivery of such certificate or certificates to Investor, Investor shall sell shares of Common Stock represented by such certificate or certificates at a price per share less than the Closing Bid Price on the Deadline Date, the Company shall pay cash to Investor in an amount equal to the excess of such Closing Bid Price times the number of shares so sold over Investor’s total proceeds (less brokerage commissions, if any) from the sale of such shares. Notwithstanding the foregoing, in the event the Company fails to honor its obligation to deliver Investor a certificate or certificates representing such shares of Common Stock within such five (5) Business Day period, the Company shall pay cash to Investor in an amount equal to (i) Investor’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased in such Buy-In less (ii) any payments previously made by the Company to Investor pursuant to the first sentence of this Section 6.4Price”), at which point the Company’s obligation to deliver such certificate (and to issue such shares of Common StockOrdinary Shares) or update the Company’s Ordinary Share book entries, as applicable, shall terminate, or (ii) promptly honor its obligation to deliver to such Subscriber a certificate or certificates representing such Ordinary Shares (to the extent such Securities are certificated) or remove a stop-transfer order placed against the transfer of such Securities (whether or not such Securties are certificated) and pay cash to such Subscriber in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of Ordinary Shares, times (B) the Closing Bid Price on the Deadline Date. “Closing Bid Price” means, for any security as of any date, the last closing price for such security on the OTCBBPrincipal Market, as reported by Bloomberg, or, if the OTCBB Principal Market begins to operate on an extended hours basis and does not designate the closing bid price then the last bid price of such security prior to 4:00 4:00:00 p.m., New York Time, as reported by Bloomberg, or, if the OTCBB Principal Market is not the principal securities exchange or trading market for such security, the last closing price of such security on the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing price of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no closing bid price is reported for such security by Bloomberg, the average of the bid prices of any market makers for such security as reported in the “pink sheets” by OTC Markets Group (formerly Pink Sheets LLC (formerly the National Quotation Bureau, Inc.LLC). If the Closing Bid Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Bid Price of such security on such date shall be the fair market value as mutually determined by the Company and the holder. If the Company and the holder are unable to agree upon the fair market value of such securitySubscriber, then such dispute shall be resolved pursuant to Section 13 of the Warrants. All all such determinations to be appropriately adjusted for any stock share dividend, stock share split, stock share combination (consolidation) or other similar transaction during the applicable calculation period.

Additional Relief. If the Company shall fail for any reason or for no reason to issue to Investor such holder unlegended certificates within three (3) Business Days of receipt of documents necessary for the removal of legend set forth above (the “Deadline Date”), then, in addition to all other remedies available to Investorthe holder, if on or after the Business Trading Day (as defined in Section 4(m)) immediately following such three Business Day period, Investor the holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the holder of shares of Common Stock that Investor the holder anticipated receiving from the Company (a “Buy-In”"), then the Company shall, within five (5) three Business Days after Investorthe holder’s requestrequest and in the holder’s discretion, promptly honor its obligation to deliver to Investor a certificate or certificates representing such shares of Common Stock and either (i) pay cash to Investor the holder in an amount equal to the excess (if any) of Investorholder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased in such (the “Buy-In Price"), at which point the Company’s obligation to deliver such certificate (and to issue such shares of Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to the holder a certificate or certificates representing such shares of Common Stock and pay cash to the holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the Closing Bid Price on the Deadline Date. In addition, if within three Business Days of delivery of such certificate or certificates to Investor, Investor shall sell shares of Common Stock represented by such certificate or certificates at a price per share less than the Closing Bid Price on the Deadline Date, the Company shall pay cash to Investor in an amount equal to the excess of such Closing Bid Price times the number of shares so sold over Investor’s total proceeds (less brokerage commissions, if any) from the sale of such shares. Notwithstanding the foregoing, in the event the Company fails to honor its obligation to deliver Investor a certificate or certificates representing such shares of Common Stock within such five (5) Business Day period, the Company shall pay cash to Investor in an amount equal to (i) Investor’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased in such Buy-In less (ii) any payments previously made by the Company to Investor pursuant to the first sentence of this Section 6.4, at which point the Company’s obligation to deliver such certificate (and to issue such shares of Common Stock) shall terminate. “"Closing Bid Price” means, for any security as of any date, the last closing price for such security on The NASDAQ SmallCap Market (the OTCBB“Principal Market”), as reported by Bloomberg, or, if the OTCBB Principal Market begins to operate on an extended hours basis and does not designate the closing bid price then the last bid price of such security prior to 4:00 4:00:00 p.m., New York Time, as reported by Bloomberg, or, if the OTCBB Principal Market is not the principal securities exchange or trading market for such security, the last closing price of such security on the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing price of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no closing bid price is reported for such security by Bloomberg, the average of the bid prices of any market makers for such security as reported in the “pink sheets” by Pink Sheets LLC (formerly the National Quotation Bureau, Inc.). If the Closing Bid Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Bid Price of such security on such date shall be the fair market value as mutually determined by the Company and the holder. If the Company and the holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved pursuant to Section 13 12 of the Warrants. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.

Additional Relief. If the Company shall fail for any reason or for no reason to issue to Investor the Buyer unlegended certificates or issue such Common Shares or Warrant Shares to such Buyer by electronic delivery at the applicable balance account at DTC within three (3) Business Trading Days of (as defined below) after the receipt of documents necessary for the removal of the legend set forth in Section 2(h) above (the “Deadline Date”), then, then in addition to all other remedies available to Investorthe Buyer, if on or after the Business Trading Day immediately following such three Business Trading Day period, Investor the Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the holder Buyer of shares of such Common Stock Shares or Warrant Shares that Investor the Buyer anticipated receiving without legend from the Company (a “Buy-In”"), then the Company shall, within five three (53) Business Days after Investorthe Buyer’s requestrequest and in the Buyer’s discretion, promptly honor its obligation to deliver to Investor a certificate or certificates representing such shares of Common Stock and either (i) pay cash to Investor the Buyer in an amount equal to the excess (if any) of InvestorBuyer’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased in such (the “Buy-In Price"), at which point the Company’s obligation to deliver such unlegended Common Shares or Warrant Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Buyer such unlegended Common Shares or Warrant Shares as provided above and pay cash to the Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the Closing Bid Price on the Deadline Removal Date. In additionFor purposes hereof, if within three Business Days of delivery of such certificate or certificates to Investor, Investor shall sell shares of Common Stock represented by such certificate or certificates at a price per share less than the Closing Bid Price on the Deadline Date, the Company shall pay cash to Investor in an amount equal to the excess of such Closing Bid Price times the number of shares so sold over Investor’s total proceeds (less brokerage commissions, if any) from the sale of such shares. Notwithstanding the foregoing, in the event the Company fails to honor its obligation to deliver Investor a certificate or certificates representing such shares of Common Stock within such five (5) Business Day period, the Company shall pay cash to Investor in an amount equal to (i) Investor’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased in such Buy-In less (ii) any payments previously made by the Company to Investor pursuant to the first sentence of this Section 6.4, at which point the Company’s obligation to deliver such certificate (and to issue such shares of Common Stock) shall terminate. “Closing Bid Price” means, for any security as of any date, the last closing bid price for such security on the OTCBBPrincipal Market, as reported by Bloomberg, or, if the OTCBB Principal Market begins to operate on an extended hours basis and does not designate the closing bid price then the last bid price of such security prior to 4:00 4:00:00 p.m., New York Timetime, as reported by Bloomberg, or, if the OTCBB Principal Market is not the principal securities exchange or trading market for such security, the last closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing bid price of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no closing bid price or is reported for such security by Bloomberg, the average of the bid prices of any market makers for such security as reported in the “pink sheets” by Pink Sheets LLC (formerly the National Quotation Bureau, Inc.). If the Closing Bid Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Bid Price of such security on such date shall be the fair market value as mutually determined by the Company and the holderholder of Securities. If the Company and the holder of Securities are unable to agree upon the fair market value of such security, then such dispute shall be resolved pursuant to Section 13 of the Warrants9(p). All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.

Additional Relief. If the Company shall fail for any reason or for no reason to issue to Investor such holder unlegended certificates or to credit the holder's balance account with DTC within three two (32) Business Trading Days of (x) receipt of documents necessary for the removal of legend set forth above or (y) the date of its obligation to deliver the shares of Common Stock as contemplated pursuant to clause (ii) below (the “"Deadline Date”"), then, in addition then the Company will compensate the holder at a rate of $100 per day for each of the first ten (10) Trading Days and $200 per day thereafter for each $10,000 of securities. If the Company shall fail for any reason or for no reason to all other remedies available issue to Investor, such holder unlegended certificates or to credit the holder's balance account with DTC within five (5) Trading Days of the Deadline Date and if on or after the Business Trading Day (as defined in the Warrants) immediately following such three Business Day periodDeadline Date, Investor the holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the holder of shares of Common Stock that Investor the holder anticipated receiving from the Company (a “"Buy-In”"), then the Company shall, within five three (53) Business Trading Days after Investor’s requestthe holder's request and in the holder's discretion, promptly honor its obligation to deliver to Investor a certificate or certificates representing such shares of Common Stock and either (i) pay cash to Investor the holder in an amount equal to the excess (if any) of Investor’s holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased in such (the "Buy-In Price"), at which point the Company's obligation to deliver such certificate (and to issue such shares of Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to the holder a certificate or certificates representing such shares of Common Stock and pay cash to the holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the Closing Bid Price on the Deadline Date. In addition, if within three Business Days of delivery of such certificate or certificates to Investor, Investor shall sell shares of Common Stock represented by such certificate or certificates at a price per share less than the Closing Bid Price on the Deadline Date, the Company shall pay cash to Investor in an amount equal to the excess of such Closing Bid Price times the number of shares so sold over Investor’s total proceeds (less brokerage commissions, if any) from the sale of such shares. Notwithstanding the foregoing, in the event the Company fails to honor its obligation to deliver Investor a certificate or certificates representing such shares of Common Stock within such five (5) Business Day period, the Company shall pay cash to Investor in an amount equal to (i) Investor’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased in such Buy-In less (ii) any payments previously made by the Company to Investor pursuant to the first sentence of this Section 6.4, at which point the Company’s obligation to deliver such certificate (and to issue such shares of Common Stock) shall terminate. “"Closing Bid Price” " means, for any security as of any date, the last closing price for such security on the OTCBBPrincipal Market, as reported by Bloomberg, or, if the OTCBB Principal Market begins to operate on an extended hours basis and does not designate the closing bid price then the last bid price of such security prior to 4:00 4:00:00 p.m., New York Time, as reported by Bloomberg, or, if the OTCBB Principal Market is not the principal securities exchange or trading market for such security, the last closing price of such security on the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing price of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no closing bid price is reported for such security by Bloomberg, the average of the bid prices of any market makers for such security as reported in the “"pink sheets” " by Pink Sheets LLC (formerly the National Quotation Bureau, Inc.). If the Closing Bid Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Bid Price of such security on such date shall be the fair market value as mutually determined by the Company and the holder. If the Company and the holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved pursuant to Section 13 22 of the WarrantsSeries A Convertible Note Agreement. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.

Additional Relief. If the Company shall fail for any reason or for no reason to issue to Investor such holder unlegended certificates within three (3) Business Days of receipt of documents necessary for the removal of legend set forth above (the “"Deadline Date”"), then, in addition to all other remedies available to Investorthe holder, if on or after the Business Trading Day (as defined in the Warrant) immediately following such three Business Day period, Investor the holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the holder of shares of Common Stock that Investor the holder anticipated receiving from the Company (a “"Buy-In”"), then the Company shall, within five (5) three Business Days after Investor’s requestthe holder's request and in the holder's discretion, promptly honor its obligation to deliver to Investor a certificate or certificates representing such shares of Common Stock and either (i) pay cash to Investor the holder in an amount equal to the excess (if any) of Investor’s holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased in such (the "Buy-In Price"), at which point the Company's obligation to deliver such certificate (and to issue such shares of Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to the holder a certificate or certificates representing such shares of Common Stock and pay cash to the holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the Closing Bid Price on the Deadline Date. In addition, if within three Business Days of delivery of such certificate or certificates to Investor, Investor shall sell shares of Common Stock represented by such certificate or certificates at a price per share less than the Closing Bid Price on the Deadline Date, the Company shall pay cash to Investor in an amount equal to the excess of such Closing Bid Price times the number of shares so sold over Investor’s total proceeds (less brokerage commissions, if any) from the sale of such shares. Notwithstanding the foregoing, in the event the Company fails to honor its obligation to deliver Investor a certificate or certificates representing such shares of Common Stock within such five (5) Business Day period, the Company shall pay cash to Investor in an amount equal to (i) Investor’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased in such Buy-In less (ii) any payments previously made by the Company to Investor pursuant to the first sentence of this Section 6.4, at which point the Company’s obligation to deliver such certificate (and to issue such shares of Common Stock) shall terminate. “"Closing Bid Price” " means, for any security as of any date, the last closing price for such security on the OTCBBPrincipal Market, as reported by Bloomberg, or, if the OTCBB Principal Market begins to operate on an extended hours basis and does not designate the closing bid price then the last bid price of such security prior to 4:00 4:00:00 p.m., New York Time, as reported by Bloomberg, or, if the OTCBB Principal Market is not the principal securities exchange or trading market for such security, the last closing price of such security on the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing price of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no closing bid price is reported for such security by Bloomberg, the average of the bid prices of any market makers for such security as reported in the “"pink sheets” " by Pink Sheets LLC (formerly the National Quotation Bureau, Inc.). If the Closing Bid Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Bid Price of such security on such date shall be the fair market value as mutually determined by the Company and the holder. If the Company and the holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved pursuant to Section 13 12 of the WarrantsWarrant. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.

Additional Relief. If the Company shall fail for any reason or for no reason to issue to Investor such holder unlegended certificates within three (3) Business Days of receipt of documents necessary for the removal of legend set forth above (the “Deadline Date”), then, in addition to all other remedies available to Investorthe holder, if on or after the Business Trading Day (as defined in Section 4(m)) immediately following such three Business Day period, Investor the holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the holder of shares of Common Stock that Investor the holder anticipated receiving from the Company (a “Buy-In”), then the Company shall, within five (5) three Business Days after Investorthe holder’s requestrequest and in the holder’s discretion, promptly honor its obligation to deliver to Investor a certificate or certificates representing such shares of Common Stock and either (i) pay cash to Investor the holder in an amount equal to the excess (if any) of Investorholder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased in such (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such shares of Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to the holder a certificate or certificates representing such shares of Common Stock and pay cash to the holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the Closing Bid Price on the Deadline Date. In addition, if within three Business Days of delivery of such certificate or certificates to Investor, Investor shall sell shares of Common Stock represented by such certificate or certificates at a price per share less than the Closing Bid Price on the Deadline Date, the Company shall pay cash to Investor in an amount equal to the excess of such Closing Bid Price times the number of shares so sold over Investor’s total proceeds (less brokerage commissions, if any) from the sale of such shares. Notwithstanding the foregoing, in the event the Company fails to honor its obligation to deliver Investor a certificate or certificates representing such shares of Common Stock within such five (5) Business Day period, the Company shall pay cash to Investor in an amount equal to (i) Investor’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased in such Buy-In less (ii) any payments previously made by the Company to Investor pursuant to the first sentence of this Section 6.4, at which point the Company’s obligation to deliver such certificate (and to issue such shares of Common Stock) shall terminate. “Closing Bid Price” means, for any security as of any date, the last closing price for such security on the OTCBBPrincipal Market, as reported by Bloomberg, or, if the OTCBB Principal Market begins to operate on an extended hours basis and does not designate the closing bid price then the last bid price of such security prior to 4:00 4:00:00 p.m., New York Time, as reported by Bloomberg, or, if the OTCBB Principal Market is not the principal securities exchange or trading market for such security, the last closing price of such security on the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing price of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no closing bid price is reported for such security by Bloomberg, the average of the bid prices of any market makers for such security as reported in the “pink sheets” by Pink Sheets LLC (formerly the National Quotation Bureau, Inc.). If the Closing Bid Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Bid Price of such security on such date shall be the fair market value as mutually determined by the Company and the holder. If the Company and the holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved pursuant to Section 13 12 of the Warrants. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.

Additional Relief. If the Company shall fail for any reason or for no reason to issue to Investor such holder unlegended certificates or to credit the Purchaser’s DTC account with unrestricted shares within three (3) Business Trading Days following the satisfaction of receipt of documents necessary the conditions for the removal of legend set forth above (the “Deadline Date”), then, in addition to all other remedies available to Investorthe holder, if on or after the Business Trading Day immediately following such three Business (3) Trading Day period, Investor the holder purchases (in an open market transaction or otherwise) shares of Common Stock Securities to deliver in satisfaction of a sale by the holder of shares of Common Stock Securities that Investor the holder anticipated receiving without legend from the Company (a “Buy-In”), then the Company shall, within five three (53) Business Trading Days after Investorthe holder’s requestrequest and in the holder’s discretion, promptly honor its obligation to deliver to Investor a certificate or certificates representing such shares of Common Stock and either (i) pay cash to Investor the holder in an amount equal to the excess (if any) of Investorholder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock Securities so purchased in such (the “Buy-In over the product of (A) such number of shares of Common Stock, times (B) the Closing Bid Price on the Deadline Date. In addition, if within three Business Days of delivery of such certificate or certificates to Investor, Investor shall sell shares of Common Stock represented by such certificate or certificates at a price per share less than the Closing Bid Price on the Deadline Date, the Company shall pay cash to Investor in an amount equal to the excess of such Closing Bid Price times the number of shares so sold over Investor’s total proceeds (less brokerage commissions, if any) from the sale of such shares. Notwithstanding the foregoing, in the event the Company fails to honor its obligation to deliver Investor a certificate or certificates representing such shares of Common Stock within such five (5) Business Day period, the Company shall pay cash to Investor in an amount equal to (i) Investor’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased in such Buy-In less (ii) any payments previously made by the Company to Investor pursuant to the first sentence of this Section 6.4Price”), at which point the Company’s obligation to deliver such certificate (and to issue such shares of Common StockSecurities) shall terminate, or (ii) promptly honor its obligation to deliver to the holder a certificate or certificates representing such Securities and pay cash to the holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) the number of such Securities, times (B) the Closing Bid Price on the Deadline Date. “Closing Bid Price” means, for any security as of any date, the last closing price for such security on The NASDAQ Stock Market (any market tier) (the OTCBB“Principal Market”), as reported by Bloomberg, or, if the OTCBB Principal Market begins to operate on an extended hours basis and does not designate the closing bid price then the last bid price of such security prior to 4:00 4:00:00 p.m., New York Eastern Time, as reported by Bloomberg, or, if the OTCBB Principal Market is not the principal securities exchange or trading market for such security, the last closing price of such security on the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing price of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no closing bid price is reported for such security by Bloomberg, the average of the bid prices of any market makers for such security as reported in the OTC Pink (also known as “pink sheets” Pink Sheets”) by Pink Sheets LLC OTC Markets Group Inc. (formerly the National Quotation Bureau, Inc.or any similar organization or agency succeeding to its functions of reporting prices). If the Closing Bid Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Bid Price of such security on such date shall be the fair market value as mutually determined by the Company and the holder. If the Company and the holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved pursuant to Section 13 the procedure that follows. The Company shall submit the disputed determinations or arithmetic calculations of the WarrantsClosing Bid Price via facsimile within two (2) Business Days after the Deadline Date (if the Company did not otherwise deliver unlegended certificates pursuant to this Section 4) to the Holder. If the Holder and the Company are unable to agree upon such determination or calculation of the Closing Bid Price within three (3) Business Days of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall, within two (2) Business Days submit via facsimile the disputed determination of the Closing Bid Price to an independent, reputable investment bank selected by the Company and approved by the Holder. The Company shall cause at its expense the investment bank to perform the determinations or calculations and notify the Company and the Holder of the results no later than ten (10) Business Days from the time it receives the disputed determinations or calculations. Such investment bank’s determination or calculation shall be binding upon all parties absent demonstrable error. All such determinations to shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.

Additional Relief. If the Company shall fail for any reason or for no reason to issue to Investor such holder unlegended certificates within three (3) Business Days of receipt of documents necessary for the removal of legend set forth above (the “"Deadline Date”"), then, in addition to all other remedies available to Investorthe holder, if on or after the Business Trading Day (as defined in the Warrant) immediately following such three Business Day period, Investor the holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the holder of shares of Common Stock that Investor the holder anticipated receiving from the Company (a “"Buy-In”"), then the Company shall, within five (5) three Business Days after Investor’s requestthe holder's request and in the holder's discretion, promptly honor its obligation to deliver to Investor a certificate or certificates representing such shares of Common Stock and either (i) pay cash to Investor the holder in an amount equal to the excess (if any) of Investor’s holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased in such (the "Buy-In Price"), at which point the Company's obligation to deliver such certificate (and to issue such shares of Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to the holder a certificate or certificates representing such shares of Common Stock and pay cash to the holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the Closing Bid Price on the Deadline Date. In addition, if within three Business Days of delivery of such certificate or certificates to Investor, Investor shall sell shares of Common Stock represented by such certificate or certificates at a price per share less than the Closing Bid Price on the Deadline Date, the Company shall pay cash to Investor in an amount equal to the excess of such Closing Bid Price times the number of shares so sold over Investor’s total proceeds (less brokerage commissions, if any) from the sale of such shares. Notwithstanding the foregoing, in the event the Company fails to honor its obligation to deliver Investor a certificate or certificates representing such shares of Common Stock within such five (5) Business Day period, the Company shall pay cash to Investor in an amount equal to (i) Investor’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased in such Buy-In less (ii) any payments previously made by the Company to Investor pursuant to the first sentence of this Section 6.4, at which point the Company’s obligation to deliver such certificate (and to issue such shares of Common Stock) shall terminate. “"Closing Bid Price” " means, for any security as of any date, the last closing price for such security on the OTCBBPrincipal Market, as reported by Bloomberg, or, if the OTCBB Principal Market begins to operate on an extended hours basis and does not designate the closing bid price then the last bid price of such security prior to 4:00 4:00:00 p.m., New York Time, as reported by Bloomberg, or, if the OTCBB Principal Market is not the principal securities exchange or trading market for such security, the last closing price of such security on the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing price of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no closing bid price is reported for such security by Bloomberg, the average of the bid prices of any market makers for such security as reported in the “"pink sheets” " by Pink Sheets LLC (formerly the National Quotation Bureau, Inc.). If the Closing Bid Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Bid Price of such security on such date shall be the fair market value as mutually determined by the Company and the holder. If the Company and the holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved pursuant to Section 13 12 of the Warrants. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.

Additional Relief. If the Company shall fail for any reason or for no reason to issue to Investor such holder unlegended certificates within three (3) Business Days of receipt of documents necessary for the removal of legend set forth above (the “Deadline Date”), then, in addition to all other remedies available to Investorthe holder, if on or after the Business Trading Day (as defined in the Certificate of Designations) immediately following such three (3) Business Day period, Investor the holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the holder of shares of Common Stock that Investor the holder anticipated receiving from the Company (a “Buy-In”), then the Company shall, within five three (53) Business Days after Investorthe holder’s requestrequest and in the holder’s discretion, promptly honor its obligation to deliver to Investor a certificate or certificates representing such shares of Common Stock and either (i) pay cash to Investor the holder in an amount equal to the excess (if any) of Investorholder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased in such (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such shares of Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to the holder a certificate or certificates representing such shares of Common Stock and pay cash to the holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the Closing Bid Price on the Deadline Date. In addition, if within three Business Days of delivery of such certificate or certificates to Investor, Investor shall sell shares of Common Stock represented by such certificate or certificates at a price per share less than the Closing Bid Price on the Deadline Date, the Company shall pay cash to Investor in an amount equal to the excess of such Closing Bid Price times the number of shares so sold over Investor’s total proceeds (less brokerage commissions, if any) from the sale of such shares. Notwithstanding the foregoing, in the event the Company fails to honor its obligation to deliver Investor a certificate or certificates representing such shares of Common Stock within such five (5) Business Day period, the Company shall pay cash to Investor in an amount equal to (i) Investor’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased in such Buy-In less (ii) any payments previously made by the Company to Investor pursuant to the first sentence of this Section 6.4, at which point the Company’s obligation to deliver such certificate (and to issue such shares of Common Stock) shall terminate. “Closing Bid Price” means, for any security as of any date, the last closing price for such security on the OTCBBPrincipal Market, as reported by BloombergBloomberg (as defined in the Certificate of Designations), or, if the OTCBB Principal Market begins to operate on an extended hours basis and does not designate the closing bid price then the last bid price of such security prior to 4:00 4:00:00 p.m., New York Time, as reported by Bloomberg, or, if the OTCBB Principal Market is not the principal securities exchange or trading market for such security, the last closing price of such security on the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing price of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no closing bid price is reported for such security by Bloomberg, the average of the bid prices of any market makers for such security as reported in the “pink sheets” by Pink Sheets LLC (formerly the National Quotation Bureau, Inc.). If the Closing Bid Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Bid Price of such security on such date shall be the fair market value as mutually determined by the Company and the holder. If the Company and the holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved pursuant to Section 13 2(d)(iii) of the WarrantsCertificate of Designations. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.

Additional Relief. If the Company shall fail for any reason or for no reason to issue to Investor a Buyer unlegended certificates within three (3) Business Days of receipt of documents necessary for the removal of legend set forth above (the “Deadline Date”"DEADLINE DATE"), then, in addition to all other remedies available to Investorsuch Buyer, if on or after the Business Day immediately following such three Business Day period, Investor such Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the holder of shares of Common Stock that Investor such Buyer anticipated receiving from the Company (a “Buy"BUY-In”IN"), then the Company shall, within five (5) Business Days after Investor’s such Buyer's request, promptly honor its obligation to deliver to Investor such Buyer a certificate or certificates representing such shares of Common Stock and pay cash to Investor such Buyer in an amount equal to the excess (if any) of Investor’s such Buyer's total purchase price (including brokerage commissions, if any) for the shares of Common Stock purchased in such Buy-In over the product of (A) such number of shares of Common Stock, times (B) the Closing Bid Price on the Deadline Date. In addition, if within three Business Days of delivery of such certificate or certificates to Investorsuch Buyer, Investor Buyer shall sell shares of Common Stock represented by such certificate or certificates at a price per share less than the Closing Bid Price on the Deadline Date, the Company shall pay cash to Investor such Buyer in an amount equal to the excess of such Closing Bid Price times the number of shares so sold over Investor’s such Buyer's total proceeds (less brokerage commissions, if any) from the sale of such shares. Notwithstanding the foregoing, in the event the Company fails to honor its obligation to deliver Investor such Buyer a certificate or certificates representing such shares of Common Stock within such five (5) Business Day period, the Company shall pay cash to Investor such Buyer in an amount equal to (i) Investor’s such Buyer's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased in such Buy-In less (ii) any payments previously made by the Company to Investor the Buyer pursuant to the first sentence of this Section 6.46(d), at which point the Company’s 's obligation to deliver such certificate (and to issue such shares of Common Stock) shall terminate. “Closing Bid Price” "CLOSING BID PRICE" means, for any security as of any date, the last closing price for such security on the OTCBBPrincipal Market, as reported by Bloomberg, or, if the OTCBB Principal Market begins to operate on an extended hours basis and does not designate the closing bid price then the last bid price of such security prior to 4:00 4:00:00 p.m., New York Time, as reported by Bloomberg, or, if the OTCBB Principal Market is not the principal securities exchange or trading market for such security, the last closing price of such security on the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing price of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no closing bid price is reported for such security by Bloomberg, the average of the bid prices of any market makers for such security as reported in the “"pink sheets” " by Pink Sheets LLC (formerly the National Quotation Bureau, Inc.). If the Closing Bid Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Bid Price of such security on such date shall be the fair market value as mutually determined by the Company and the holder. If the Company and the holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved pursuant to Section 13 of the Warrants. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.

Additional Relief. If the Company shall fail for any reason or for no reason to issue to Investor a Subscriber holding New Ordinary Shares or Warrant Shares unlegended certificates within three (3) Business Days of (x) receipt of documents necessary for the removal of the legend set forth above in Section 2(i) or (y) the date of its obligation to deliver the Ordinary Shares as contemplated pursuant to clause (ii) below (the “Deadline Date”), then, in addition to all other remedies available to Investorsuch Subscriber, if on or after the Business Trading Day immediately following such three Business Day period, Investor such Subscriber purchases (in an open market transaction or otherwise) shares of Common Stock Ordinary Shares to deliver in satisfaction of a sale by the holder such Subscriber of shares of Common Stock Ordinary Shares that Investor such Subscriber anticipated receiving from the Company (a “Buy-In”), then the Company shall, within five (5) three Business Days after Investorsuch Subscriber’s requestrequest and in such Subscriber’s discretion, promptly honor its obligation to deliver to Investor a certificate or certificates representing such shares of Common Stock and either (i) pay cash to Investor such Subscriber in an amount equal to the excess (if any) of Investorsuch Subscriber’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock Ordinary Shares so purchased in such (the “Buy-In over the product of (A) such number of shares of Common Stock, times (B) the Closing Bid Price on the Deadline Date. In addition, if within three Business Days of delivery of such certificate or certificates to Investor, Investor shall sell shares of Common Stock represented by such certificate or certificates at a price per share less than the Closing Bid Price on the Deadline Date, the Company shall pay cash to Investor in an amount equal to the excess of such Closing Bid Price times the number of shares so sold over Investor’s total proceeds (less brokerage commissions, if any) from the sale of such shares. Notwithstanding the foregoing, in the event the Company fails to honor its obligation to deliver Investor a certificate or certificates representing such shares of Common Stock within such five (5) Business Day period, the Company shall pay cash to Investor in an amount equal to (i) Investor’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased in such Buy-In less (ii) any payments previously made by the Company to Investor pursuant to the first sentence of this Section 6.4Price”), at which point the Company’s obligation to deliver such certificate (and to issue such shares of Common StockOrdinary Shares) shall terminate, or (ii) promptly honor its obligation to deliver to such Subscriber a certificate or certificates representing such Ordinary Shares and pay cash to such Subscriber in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of Ordinary Shares, times (B) the Closing Bid Price on the Deadline Date. “Closing Bid Price” means, for any security as of any date, the last closing price for such security on the OTCBBPrincipal Market, as reported by Bloomberg, or, if the OTCBB Principal Market begins to operate on an extended hours basis and does not designate the closing bid price then the last bid price of such security prior to 4:00 4:00:00 p.m., New York Time, as reported by Bloomberg, or, if the OTCBB Principal Market is not the principal securities exchange or trading market for such security, the last closing price of such security on the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing price of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no closing bid price is reported for such security by Bloomberg, the average of the bid prices of any market makers for such security as reported in the “pink sheets” by OTC Markets Group (formerly Pink Sheets LLC (formerly the National Quotation Bureau, Inc.LLC). If the Closing Bid Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Bid Price of such security on such date shall be the fair market value as mutually determined by the Company and the holder. If the Company and the holder are unable to agree upon the fair market value of such securitySubscriber, then such dispute shall be resolved pursuant to Section 13 of the Warrants. All all such determinations to be appropriately adjusted for any stock share dividend, stock share split, stock share combination (consolidation) or other similar transaction during the applicable calculation period.

Additional Relief. If the Company shall fail for any reason or for no reason to issue to Investor such holder unlegended certificates or to credit the holder's balance account with DTC within three two (32) Business Trading Days of (x) receipt of documents necessary for the removal of legend set forth above or (y) the date of its obligation to deliver the shares of Common Stock as contemplated pursuant to clause (ii) below (the “"Deadline Date”"), then, in addition then the Company will compensate the holder at a rate of $100 per day for each of the first ten (10) Trading Days and $200 per day thereafter for each $10,000 of securities. If the Company shall fail for any reason or for no reason to all other remedies available issue to Investor, such holder unlegended certificates or to credit the holder's balance account with DTC within five (5) Trading Days of the Deadline Date and if on or after the Business Trading Day (as defined in the Warrants) immediately following such three Business Day periodDeadline Date, Investor the holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the holder of shares of Common Stock that Investor the holder anticipated receiving from the Company (a “"Buy-In”"), then the Company shall, within five three (53) Business Trading Days after Investor’s requestthe holder's request and in the holder's discretion, promptly honor its obligation to deliver to Investor a certificate or certificates representing such shares of Common Stock and either (i) pay cash to Investor the holder in an amount equal to the excess (if any) of Investor’s holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased in such (the "Buy-In Price"), at which point the Company's obligation to deliver such certificate (and to issue such shares of Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to the holder a certificate or certificates representing such shares of Common Stock and pay cash to the holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the Closing Bid Price on the Deadline Date. In addition, if within three Business Days of delivery of such certificate or certificates to Investor, Investor shall sell shares of Common Stock represented by such certificate or certificates at a price per share less than the Closing Bid Price on the Deadline Date, the Company shall pay cash to Investor in an amount equal to the excess of such Closing Bid Price times the number of shares so sold over Investor’s total proceeds (less brokerage commissions, if any) from the sale of such shares. Notwithstanding the foregoing, in the event the Company fails to honor its obligation to deliver Investor a certificate or certificates representing such shares of Common Stock within such five (5) Business Day period, the Company shall pay cash to Investor in an amount equal to (i) Investor’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased in such Buy-In less (ii) any payments previously made by the Company to Investor pursuant to the first sentence of this Section 6.4, at which point the Company’s obligation to deliver such certificate (and to issue such shares of Common Stock) shall terminate. “"Closing Bid Price” " means, for any security as of any date, the last closing price for such security on the OTCBBPrincipal Market, as reported by Bloomberg, or, if the OTCBB Principal Market begins to operate on an extended hours basis and does not designate the closing bid price then the last bid price of such security prior to 4:00 4:00:00 p.m., New York Time, as reported by Bloomberg, or, if the OTCBB Principal Market is not the principal securities exchange or trading market for such security, the last closing price of such security on the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing price of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no closing bid price is reported for such security by Bloomberg, the average of the bid prices of any market makers for such security as reported in the “"pink sheets” " by Pink Sheets LLC (formerly the National Quotation Bureau, Inc.). If the Closing Bid Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Bid Price of such security on such date shall be the fair market value as mutually determined by the Company and the holder. If the Company and the holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved pursuant to Section 13 22 of the WarrantsRegistration Rights Agreement. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.

Additional Relief. If the Company shall fail for any reason or for no reason to issue to Investor such holder unlegended certificates within three (3) Business Days of (x) receipt of documents necessary for the removal of legend set forth above or (y) the date of its obligation to deliver the shares of Common Stock as contemplated pursuant to clause (ii) below (the “Deadline Date”), then, in addition to all other remedies available to Investorthe holder, if on or after the Business Trading Day (as defined in the Warrants) immediately following such three Business Day period, Investor the holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the holder of shares of Common Stock that Investor the holder anticipated receiving from the Company (a “Buy-In”"), then the Company shall, within five (5) three Business Days after Investorthe holder’s requestrequest and in the holder’s discretion, promptly honor its obligation to deliver to Investor a certificate or certificates representing such shares of Common Stock and either (i) pay cash to Investor the holder in an amount equal to the excess (if any) of Investorholder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased in such (the “Buy-In Price"), at which point the Company’s obligation to deliver such certificate (and to issue such shares of Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to the holder a certificate or certificates representing such shares of Common Stock and pay cash to the holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the Closing Bid Price on the Deadline Date. In addition, if within three Business Days of delivery of such certificate or certificates to Investor, Investor shall sell shares of Common Stock represented by such certificate or certificates at a price per share less than the Closing Bid Price on the Deadline Date, the Company shall pay cash to Investor in an amount equal to the excess of such Closing Bid Price times the number of shares so sold over Investor’s total proceeds (less brokerage commissions, if any) from the sale of such shares. Notwithstanding the foregoing, in the event the Company fails to honor its obligation to deliver Investor a certificate or certificates representing such shares of Common Stock within such five (5) Business Day period, the Company shall pay cash to Investor in an amount equal to (i) Investor’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased in such Buy-In less (ii) any payments previously made by the Company to Investor pursuant to the first sentence of this Section 6.4, at which point the Company’s obligation to deliver such certificate (and to issue such shares of Common Stock) shall terminate. “Closing Bid Price” means, for any security as of any date, the last closing price for such security on The NASDAQ Capital Market (the OTCBB“Principal Market”), as reported by Bloomberg, or, if the OTCBB Principal Market begins to operate on an extended hours basis and does not designate the closing bid price then the last bid price of such security prior to 4:00 4:00:00 p.m., New York Time, as reported by Bloomberg, or, if the OTCBB Principal Market is not the principal securities exchange or trading market for such security, the last closing price of such security on the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing price of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no closing bid price is reported for such security by Bloomberg, the average of the bid prices of any market makers for such security as reported in the “pink sheets” by Pink Sheets LLC (formerly the National Quotation Bureau, Inc.). If the Closing Bid Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Bid Price of such security on such date shall be the fair market value as mutually determined by the Company and the holder. If the Company and the holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved pursuant to Section 13 of the Warrants. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.