Common use of Company’s Failure to Timely Convert Clause in Contracts

Company’s Failure to Timely Convert. If within three (3) Trading Days after the Company’s receipt of an email copy of a Conversion Notice the Company shall fail to issue and deliver a certificate to the Holder or credit the Holder’s balance account with DTC for the number of Common Shares to which the Holder is entitled upon such holder’s conversion of any Conversion Amount (a “Conversion Failure”), and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) Common Shares to deliver in satisfaction of a sale by the Holder of Common Shares issuable upon such conversion that the Holder anticipated receiving from the Company (a “Buy-In”), then the Company shall, within three (3) Business Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out of pocket expenses, if any) for the Common Shares so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such Common Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Common Shares 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 Common Shares, times (B) the Closing Price on the Conversion Date.

Company’s Failure to Timely Convert. If within three (3) Trading Days after the Company’s 's receipt of an email copy of a Conversion Notice the Company shall fail to issue and deliver a certificate to the Holder or credit the Holder’s 's balance account with DTC for the number of Common Shares to which the Holder is entitled upon such holder’s 's conversion of any Conversion Amount (a “"Conversion Failure”"), and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) Common Shares to deliver in satisfaction of a sale by the Holder of Common Shares issuable upon such conversion that the Holder anticipated receiving from the Company (a “"Buy-In”"), then the Company shall, within three (3) Business Days after the Holder’s 's request and in the Holder’s 's discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s 's total purchase price (including brokerage commissions and other out of pocket expenses, if any) for the Common Shares so purchased (the “Buy-In Price”), at which point the Company’s 's obligation to deliver such certificate (and to issue such Common Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Common Shares 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 Common Shares, times (B) the Closing Price on the Conversion Date.

Company’s Failure to Timely Convert. If within three (3) Trading Days after by the Company’s receipt of an email copy of a Conversion Notice Share Delivery Date the Company shall fail to issue and deliver a certificate Common Shares to the Holder or credit the Holder’s balance account with DTC for the number of Common Shares to which the Holder is entitled upon such holder’s conversion of any Conversion Amount (a “Conversion Failure”), and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) Common Shares to deliver in satisfaction of a sale by the Holder of Common Shares issuable upon such conversion that the Holder anticipated receiving from the Company (a “Buy-In”), then the Company shall, within three (3) Business Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out of pocket expenses, if any) for the Common Shares so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue issue) such Common Shares) Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates book-entry registrations representing such Common Shares 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 Common Shares, times (B) the Closing Price on the Conversion Date.

Company’s Failure to Timely Convert. If within three (3) Trading Days after by the Company’s receipt of an email copy of a Conversion Notice Share Delivery Date the Company shall fail to issue and deliver a certificate to the Holder or credit the Holder’s balance account with DTC for the number of Common Ordinary Shares to which the Holder is entitled upon such holderHolder’s conversion of any Conversion Amount (a “Conversion Failure”) in accordance with Section3(b)(i), and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) Common Ordinary Shares to deliver in satisfaction of a sale by the Holder of Common Ordinary Shares issuable upon such conversion that the Holder anticipated receiving from the Company (a “Buy-In”), then the Company shall, within three (3) Business Days after the Holder’s written request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other reasonable and documented out of pocket expenses, if any) for the Common Ordinary Shares so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such Common Ordinary Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Common Ordinary Shares 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 Common Ordinary Shares, times (B) the Closing Price on the Conversion Date.

Company’s Failure to Timely Convert. If within three (3) Trading Days after from the Company’s receipt of an email copy of a Conversion Notice Share Delivery Date the Company shall fail to issue and deliver a certificate to the Holder or credit the Holder’s 's balance account with DTC for the number of shares of Common Shares Stock to which the Holder is entitled upon such holder’s 's conversion of any Conversion Amount (a “Conversion Failure”), and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) Common Shares Stock to deliver in satisfaction of a sale by the Holder of Common Shares Stock issuable upon such conversion that the Holder anticipated receiving from the Company (a “Buy-In”), then the Company shall, within three (3) Business Days after the Holder’s 's request and in the Holder’s 's discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s 's total purchase price (including brokerage commissions and other out of pocket expenses, if any) for the shares of Common Shares Stock so purchased (the “Buy-In Price”), at which point the Company’s 's obligation to deliver such certificate (and to issue such Common SharesStock) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Common Shares 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 SharesStock, times (B) the Closing Bid Price on the Conversion Date.

Company’s Failure to Timely Convert. If within three (3) Trading Days after the Company’s receipt of an email copy of a Conversion Notice the Company shall fail to issue and deliver a certificate to the Holder or credit the Holder’s balance account with DTC for the number of shares of Common Shares Stock to which the Holder is entitled upon such holder’s conversion of any Conversion Amount (a “Conversion Failure”), and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) Common Shares Stock to deliver in satisfaction of a sale by the Holder of Common Shares Stock issuable upon such conversion that the Holder anticipated receiving from the Company (a “Buy-In”), then the Company shall, within three (3) Business Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out of pocket expenses, if any) for the shares of Common Shares Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such Common SharesStock) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Common Shares 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 SharesStock, times (B) the Closing Price on the Conversion Date.

Company’s Failure to Timely Convert. If within three (3) Trading Days after the Company’s 's receipt of an email the facsimile copy of a Conversion Notice the Company shall fail to issue and deliver a certificate to the Holder or credit the Holder’s 's balance account with DTC for the number of shares of Common Shares Stock to which the Holder is entitled upon such holder’s hxxxxx's conversion of any Conversion Amount (a “"Conversion Failure”"), and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) Common Shares Stock to deliver in satisfaction of a sale by the Holder of Common Shares Stock issuable upon such conversion that the Holder anticipated receiving from the Company (a “"Buy-In”"), then the Company shall, within three (3) Business Days after the Holder’s 's request and in the Holder’s 's discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s 's total purchase price (including brokerage commissions and other out of pocket expenses, if any) for the shares of Common Shares Stock so purchased (the “"Buy-In Price”"), at which point the Company’s 's obligation to deliver such certificate (and to issue such Common SharesStock) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Common Shares 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 SharesStock, times (B) the Closing Bid Price on the Conversion Date.

Company’s Failure to Timely Convert. If within three (3) Trading Days after the Company’s 's receipt of an email the facsimile copy of a Conversion Notice the Company shall fail to issue and deliver a certificate to the Holder or credit the Holder’s 's balance account with DTC for the number of shares of Common Shares Stock to which the Holder is entitled upon such holder’s 's conversion of any Conversion Amount (a “"Conversion Failure”"), and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) Common Shares Stock to deliver in satisfaction of a sale by the Holder of Common Shares Stock issuable upon such conversion that the Holder anticipated receiving from the Company (a “"Buy-In”"), then the Company shall, within three (3) Business Days after the Holder’s 's request and in the Holder’s 's discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s 's total purchase price (including brokerage commissions and other out of pocket expensescommissions, if any) for the shares of Common Shares Stock so purchased (the “"Buy-In Price”"), at which point the Company’s 's obligation to deliver such certificate (and to issue such Common SharesStock) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Common Shares 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 SharesStock, times (B) the Closing Bid Price on the Conversion Date.

Company’s Failure to Timely Convert. If within three (3) Trading Days after the Company’s receipt of an email copy of a Conversion Notice the Company shall fail to issue and deliver a certificate or book entry position to the Holder or credit the Holder’s balance account with DTC for the number of shares of Common Shares Stock to which the Holder is entitled upon such holder’s conversion of any Conversion Amount (a “Conversion Failure”), and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) Common Shares Stock to deliver in satisfaction of a sale by the Holder of Common Shares Stock issuable upon such conversion that the Holder anticipated receiving from the Company (a “Buy-In”), then the Company shall, within three (3) Business Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out of pocket expenses, if any) for the shares of Common Shares Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate or book entry position (and to issue such Common SharesStock) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates or book entry position representing such Common Shares 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 SharesStock, times (B) the Closing Price on the Conversion Date.

Company’s Failure to Timely Convert. If within three (3) Trading Days after the Company’s 's receipt of an email the facsimile copy of a Conversion Notice the Company shall fail to issue and deliver a certificate to the Holder or credit the Holder’s 's balance account with DTC for the number of shares of Common Shares Stock to which the Holder is entitled upon such holder’s xxxxxx's conversion of any Conversion Amount (a “"Conversion Failure”"), and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) Common Shares Stock to deliver in satisfaction of a sale by the Holder of Common Shares Stock issuable upon such conversion that the Holder anticipated receiving from the Company (a “"Buy-In”"), then the Company shall, within three (3) Business Days after the Holder’s 's request and in the Holder’s 's discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s 's total purchase price (including brokerage commissions and other out of pocket expenses, if any) for the shares of Common Shares Stock so purchased (the “"Buy-In Price”"), at which point the Company’s 's obligation to deliver such certificate (and to issue such Common SharesStock) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Common Shares 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 SharesStock, times (B) the Closing Bid Price on the Conversion Date.

Company’s Failure to Timely Convert. If within three (3) Trading Days after the Company’s receipt of an email copy of a Conversion Notice the Company shall fail fail, for any reason or for no reason, on or prior to the applicable Share Delivery Date to issue and deliver a certificate to the Holder or credit the Holder’s 's balance account with DTC for the number of Common Shares to which the Holder is entitled upon such holder’s Holder's conversion of any Conversion Amount (a “Conversion Failure”), and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) Common Shares to deliver in satisfaction of a sale by the Holder of Common Shares issuable upon such conversion that the Holder anticipated receiving from the Company (a “Buy-In”), then the Company shall, within three (3) Business Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out of pocket expenses, if any) for the Common Shares so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such Common Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Common Shares to which the Holder is entitled with respect to such Conversion Notice 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 Common Shares, times Shares multiplied by (B) the Closing Price on the Conversion Date.

Company’s Failure to Timely Convert. If within three (3) Trading Days after the delivery by such Holder of a Notice of Conversion the Company shall, or if following the Company’s receipt of an email copy of a request to deliver Common Stock the Conversion Notice the Company shall Agent shall, fail to issue and deliver a certificate or caused to the Holder be delivered to such Holder, or credit the such Holder’s balance account with DTC for the nominee or nominees, such number of shares of Common Shares Stock to which the such Holder is entitled upon such holderHolder’s conversion of any Conversion Amount (a “Conversion Failure”)Securities, and if on or after such Trading Day the such Holder purchases (in an open market transaction or otherwise) shares of Common Shares Stock to deliver in satisfaction of a sale by the such Holder of shares of Common Shares Stock issuable upon such conversion that the such Holder anticipated receiving from the Company (a “Buy-In”), then the Company shall, within three (3) Business Days after the such Holder’s request and in the such Holder’s discretion, either (i) pay cash to the such Holder in an amount equal to the such Holder’s total purchase price (including brokerage commissions and other out of pocket expensescommissions, if any) for the shares of Common Shares Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such Common SharesStock) shall terminate, or (ii) promptly honor its obligation to deliver to the such Holder a certificate or certificates representing such Common Shares Stock and pay cash to the such 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 SharesStock, times (B) the Closing Price of the Common Stock on the Conversion Date.

Company’s Failure to Timely Convert. If within three (3) Trading Days after the Company’s 's receipt of an email copy of a Conversion Notice the Company shall fail to issue and deliver a certificate to the Holder or credit the Holder’s 's balance account with DTC for the number of Common Ordinary Shares to which the Holder is entitled upon such holder’s 's conversion of any Conversion Amount (a “"Conversion Failure”"), and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) Common Ordinary Shares to deliver in satisfaction of a sale by the Holder of Common Ordinary Shares issuable upon such conversion that the Holder anticipated receiving from the Company (a “"Buy-In”"), then the Company shall, within three (3) Business Days after the Holder’s 's request and in the Holder’s 's discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s 's total purchase price (including brokerage commissions and other out of pocket expenses, if any) for the Common Ordinary Shares so purchased (the “Buy-In Price”), at which point the Company’s 's obligation to deliver such certificate (and to issue such Common Ordinary Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Common Ordinary Shares 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 Common Ordinary Shares, times (B) the Closing Price on the Conversion Date.

Company’s Failure to Timely Convert. If within three (3) Trading Days after the Company’s 's receipt of an email copy of a Conversion Notice the Company shall fail to issue and deliver a certificate to the Holder or credit the Holder’s 's balance account with DTC for the number of shares of Common Shares Stock to which the Holder is entitled upon such holder’s Holder's conversion of any Conversion Amount (a “"Conversion Failure”"), and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) Common Shares Stock to deliver in satisfaction of a sale by the Holder of Common Shares Stock issuable upon such conversion that the Holder anticipated receiving from the Company (a “"Buy-In”"), then the Company shall, within three (3) Business Days after the Holder’s 's request and in the Holder’s 's discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s 's total purchase price (including brokerage commissions and other out of pocket expenses, if any) for the shares of Common Shares Stock so purchased (the “Buy-In Price”), at which point the Company’s 's obligation to deliver such certificate (and to issue such Common SharesStock) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Common Shares 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 SharesStock, times (B) the Closing Price on the Conversion Date.

Company’s Failure to Timely Convert. If within three -------------------------------------- (3) Trading Days after the Company’s 's receipt of an email the facsimile copy of a Conversion Notice the Company shall fail to issue and deliver a certificate to the Holder or credit the Holder’s 's balance account with DTC for the number of shares of Common Shares Stock to which the Holder is entitled upon such holder’s conversion 's Conversion of any Conversion Amount (a “Conversion Failure”"CONVERSION FAILURE"), and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) Common Shares Stock to deliver in satisfaction of a sale by the Holder of Common Shares Stock issuable upon such conversion Conversion that the Holder anticipated receiving from the Company (a “Buy"BUY-In”IN"), then the Company shall, within three (3) Business Days after the Holder’s 's request and in the Holder’s 's discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s 's total purchase price (including brokerage commissions and other out of pocket expensescommissions, if any) for the shares of Common Shares Stock so purchased (the “Buy"BUY-In Price”IN PRICE"), at which point the Company’s 's obligation to deliver such certificate (and to issue such Common SharesStock) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Common Shares 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 SharesStock, times (B) the Closing Bid Price on the Conversion Date.

Company’s Failure to Timely Convert. If within the Company shall fail to issue, or cause to be issued, and deliver to the Conversion Agent or to a Holder, or such Holder's nominee or nominees, certificates for the number of full shares of Common Stock, if any, to which such Holder shall be entitled upon conversion of any Securities on or prior to the date which is three (3) Trading Days after the Company’s receipt of an email copy of a Conversion Notice the Company shall fail to issue and deliver a certificate to the Holder or credit the Holder’s balance account with DTC for the number of Common Shares to which the Holder is entitled upon such holder’s conversion of any Conversion Amount Date (a “"Conversion Failure”"), then and if on or after such Trading Day the such Holder purchases (in an open market transaction or otherwise) Common Shares Stock to deliver in satisfaction of a sale by the such Holder of Common Shares Stock issuable upon such conversion that the such Holder anticipated receiving from the Company (a “Buy-In”)Company, then the Company shall, within three (3) Business Days after the such Holder’s 's request and in the such Holder’s 's discretion, either (i) pay cash to the such Holder in an amount equal to the such Holder’s 's total purchase price (including brokerage commissions and other out of pocket expensescommissions, if any) for the shares of Common Shares Stock so purchased (the “"Buy-In Price”"), at which point the Company’s 's obligation to deliver such certificate (and to issue such Common SharesStock) shall terminate, or (ii) promptly honor its obligation to deliver to the such Holder a certificate or certificates representing such Common Shares Stock and pay cash to the such 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 SharesStock, times (B) the Closing Bid Price on the Conversion Date.

Company’s Failure to Timely Convert. If within three (3) Trading Days after the Company’s receipt of an email copy of a Conversion Notice the Company shall fail to issue issue, or cause to be issued, and deliver a certificate to the Holder Conversion Agent or credit the to a Holder’s balance account with DTC , or such Holder's nominee or nominees, certificates for the number of full shares of Common Shares Stock, if any, to which the such Holder is shall be entitled upon such holder’s conversion of any Securities on or prior to the date which is three Trading Days after the Conversion Amount Date (a “Conversion Failure”"CONVERSION FAILURE"), and if on or after such Trading Day the such Holder purchases (in an open market transaction or otherwise) Common Shares Stock to deliver in satisfaction of a sale by the such Holder of Common Shares Stock issuable upon such conversion that the such Holder anticipated receiving from the Company (a “Buy"BUY-In”IN"), then the Company shall, within three (3) Business Days after the such Holder’s 's request and in the such Holder’s 's discretion, either (i) pay cash to the such Holder in an amount equal to the such Holder’s 's total purchase price (including brokerage commissions and other out of pocket expensescommissions, if any) for the shares of Common Shares Stock so purchased (the “Buy"BUY-In Price”IN PRICE"), at which point the Company’s 's obligation to deliver such certificate (and to issue such Common SharesStock) shall terminate, or (ii) promptly honor its obligation to deliver to the such Holder a certificate or certificates representing such Common Shares Stock and pay cash to the such 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 SharesStock, times (B) the Closing Price on the Conversion Date.

Company’s Failure to Timely Convert. If within three (3) Trading Days after the Company’s receipt of an email copy of a Conversion Notice the Company shall fail to issue and deliver a certificate to the Holder or credit the Holder’s balance account with DTC for the number of Common Shares to which the Holder is entitled upon such holder’s conversion of any Conversion Amount (a “Conversion Failure”), and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) Common Shares to deliver in satisfaction of a sale by the Holder of Common Shares issuable upon such conversion that the Holder anticipated receiving from the Company (a “Buy-In”), then the Company shall, within three (3) Business Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out of pocket expenses, if any) for the Common Shares so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such Common Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Common Shares to which the Holder is entitled with respect to such Conversion Notice 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 Common Shares, times (BShares multiplied by(B) the Closing Price on the Conversion Date.

Company’s Failure to Timely Convert. If within three (3) Trading Days after the Company’s 's receipt of an email the facsimile copy of a Conversion Notice the Company shall fail (a "Conversion Failure") to issue and deliver a certificate to the Holder or credit the Holder’s 's balance account with DTC for the number of shares of Common Shares Stock to which the Holder is entitled upon such holder’s 's conversion of any Conversion Amount (a “Conversion Failure”)Amount, and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) Common Shares Stock to deliver in satisfaction of a sale by the Holder of Common Shares Stock issuable upon such conversion that the Holder anticipated receiving from the Company (a “"Buy-In”"), then the Company shall, within three (3) Business Days after the Holder’s 's request and in the Holder’s 's discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s 's total purchase price (including brokerage commissions and other out of pocket expensescommissions, if any) for the shares of Common Shares Stock so purchased (the “"Buy-In Price”"), at which point the Company’s 's obligation to deliver such certificate (and to issue such Common SharesStock) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Common Shares 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 the number of shares of Common SharesStock purchased in the Buy-In, times (B) the Closing Price on actual sale price of the Conversion DateCommon Stock at the time of the sale (excluding brokerage commissions, if any) giving rise to the Buy-In purchase obligation.

Company’s Failure to Timely Convert. If within three (3) Trading Days after the Company’s 's receipt of an email copy of a Conversion Notice the Company shall fail to issue and deliver a certificate to the Holder or credit the Holder’s 's balance account with DTC for the number of Common Ordinary Shares to which the Holder is entitled upon such holder’s its conversion of any Conversion Amount (a “Conversion Failure”)Amount, and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) Common Ordinary Shares to deliver in satisfaction of a sale by the Holder of Common Ordinary Shares issuable upon such conversion that the Holder anticipated receiving from the Company (a “Buy-In”), then the Company shall, within three (3) Business Days after the Holder’s 's request and in the Holder’s 's discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s 's total purchase price (including brokerage commissions and other out of pocket expenses, if any) for the Common Ordinary Shares so purchased (the “Buy-In Price”), at which point the Company’s 's obligation to deliver such certificate (and to issue such Common Ordinary Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Common Ordinary Shares 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 Common Ordinary Shares, times (B) the Closing Price on the Conversion Date.

Company’s Failure to Timely Convert. If within three (3) Trading Days after the Company’s receipt of an email copy of a Conversion Notice the Company shall fail fail, for any reason or for no reason, on or prior to the applicable Share Delivery Date to issue and deliver a certificate to the Holder or credit the Holder’s balance account with DTC for the number of Common Shares to which the Holder is entitled upon such holderHolder’s conversion of any Conversion Amount (a “Conversion Failure”), and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) Common Shares to deliver in satisfaction of a sale by the Holder of Common Shares issuable upon such conversion that the Holder anticipated receiving from the Company (a “Buy-In”), then the Company shall, within three (3) Business Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out of pocket expenses, if any) for the Common Shares so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such Common Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Common Shares to which the Holder is entitled with respect to such Conversion Notice 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 Common Shares, times Shares multiplied by (B) the Closing Price on the Conversion Date.

Company’s Failure to Timely Convert. If within three (3) Trading Days after the Company’s 's receipt of an the email copy of a Conversion Notice the Company shall fail to issue and deliver a certificate to the Holder or credit the Holder’s 's balance account with DTC for the number of shares of Common Shares Stock to which the Holder is entitled upon such holder’s 's conversion of any Conversion Amount (a “"Conversion Failure”"), and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) Common Shares Stock to deliver in satisfaction of a sale by the Holder of Common Shares Stock issuable upon such conversion that the Holder anticipated receiving from the Company (a “"Buy-In”"), then the Company shall, within three (3) Business Days after the Holder’s 's request and in the Holder’s 's discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s 's total purchase price (including brokerage commissions and other out of pocket expenses, if any) for the shares of Common Shares Stock so purchased (the “"Buy-In Price”"), at which point the Company’s 's obligation to deliver such certificate (and to issue such Common SharesStock) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Common Shares 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 SharesStock, times (B) the Closing Bid Price on the Conversion Date.

Company’s Failure to Timely Convert. If within three (3) Trading Days after the delivery by such Holder of a Notice of Conversion the Company shall, or if following the Company’s receipt of an email copy of a request to deliver Common Stock the Conversion Notice the Company shall Agent shall, fail to issue and deliver a certificate or caused to the Holder be delivered to such Holder, or credit the Holdersuch Hxxxxx’s balance account with DTC for the nominee or 57 nominees, such number of shares of Common Shares Stock to which the such Holder is entitled upon such holderHolder’s conversion of any Conversion Amount (a “Conversion Failure”)Securities, and if on or after such Trading Day the such Holder purchases (in an open market transaction or otherwise) shares of Common Shares Stock to deliver in satisfaction of a sale by the such Holder of shares of Common Shares Stock issuable upon such conversion that the such Holder anticipated receiving from the Company (a “Buy-In”), then the Company shall, within three (3) Business Days after the such Holder’s request and in the such Holder’s discretion, either (i) pay cash to the such Holder in an amount equal to the such Holder’s total purchase price (including brokerage commissions and other out of pocket expensescommissions, if any) for the shares of Common Shares Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such Common SharesStock) shall terminate, or (ii) promptly honor its obligation to deliver to the such Holder a certificate or certificates representing such Common Shares Stock and pay cash to the such 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 SharesStock, times (B) the Closing Price of the Common Stock on the Conversion Date.

Company’s Failure to Timely Convert. If within three two (32) Trading Days after the Company’s receipt of an email copy of a Conversion Notice Share Delivery Date the Company shall fail to issue and deliver a certificate to the Holder, issue a book entry in the name of the Holder or credit the Holder’s balance account with DTC for the number of shares of Common Shares Stock to which the Holder is entitled upon such holderHolder’s conversion of any Conversion Amount (a “Conversion Failure”), and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) Common Shares Stock to deliver in satisfaction of a sale by the Holder of Common Shares Stock issuable upon such conversion that the Holder anticipated receiving from the Company and that is saleable either under Rule 144 or pursuant to an effective registration statement at the time of such conversion (a “Buy-In”), then the Company shall, within three (3) Business Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out of pocket expenses, if any) for the shares of Common Shares Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate or book entry (and to issue such Common SharesStock) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates or book entries representing such Common Shares 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 SharesStock, times (B) the Closing Price on the Conversion Date.

Company’s Failure to Timely Convert. If within three (3) Trading Days after the Company’s receipt of an email copy of a Conversion Notice the Company shall fail to issue and deliver a certificate to the Holder or credit the Holder’s balance account with DTC for the number of shares of Common Shares Stock to which the Holder is entitled upon such holder’s conversion of any Conversion Amount (a “Conversion Failure”), and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) Common Shares Stock to deliver in satisfaction of a sale by the Holder of Common Shares Stock issuable upon such conversion that the Holder anticipated receiving from the Company (a “Buy-In”), then the Company shall, within three (3) Business Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out of pocket expenses, if any) for the Common Shares Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such Common SharesStock) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Common Shares 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 SharesStock, times (B) the Closing Price on the Conversion Date.

Company’s Failure to Timely Convert. If within three (3) Trading Days after the Company’s receipt of an email copy of a Conversion Notice the Company shall fail to issue and deliver a certificate to the Holder or credit the Holder’s balance account with DTC DTC, as applicable, for the number of Common Shares to which the Holder is entitled upon such holderby the Share Delivery Date, other than due to circumstances outside of the Company’s conversion of any Conversion Amount control (a “Conversion Failure”), and if on or after such Trading Day Share Delivery Date the Holder purchases (in an open market transaction or otherwise) Common Shares to deliver in satisfaction of a sale by the Holder of Common Shares issuable upon such conversion that the Holder anticipated receiving from the Company (a “Buy-In”), then the Company shall, within three (3) Business Days after the Holder’s request and in the Holder’s discretion, either (iA) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out of pocket expenses, if any) for the Common Shares so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such Common Shares) shall terminate, or (iiB) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Common Shares and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (Ax) such number of Common Shares, times Shares and (By) the Closing Sale Price on the Conversion Date.

Company’s Failure to Timely Convert. If within three (3) Trading Days after the Company’s 's receipt of an the email copy of a Conversion Notice the Company shall fail to issue and deliver a certificate to the Holder or credit the Holder’s 's balance account with DTC for the number of shares of Common Shares Stock to which the Holder is entitled upon such holder’s 's conversion of any Conversion Amount (a “"Conversion Failure”"), and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) Common Shares Stock to deliver in satisfaction of a sale by the Holder of Common Shares Stock issuable upon such conversion that the Holder anticipated receiving from the Company (a “"Buy-In”"), then the Company shall, within three (3) Business Days after the Holder’s 's request and in the Holder’s 's discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s 's total purchase price (including brokerage commissions and other out of pocket expenses, if any) for the shares of Common Shares Stock so purchased (the “"Buy-In Price”"), at which point the Company’s 's obligation to deliver such certificate (and to issue such Common SharesStock) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Common Shares 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 SharesStock, times (B) the Closing Bid Price on the Conversion Date. ________________________________ 2 Insert price equal to 130% of the 20-day VWAP measured as of the last completed Trading Day immediately preceding the Debenture Issuance Date.

Company’s Failure to Timely Convert. If within three (3) Trading Days after the Company’s receipt of an email copy of a Conversion Notice the Company shall fail to issue and deliver a certificate to the Holder or credit the Holder’s balance account with DTC for the number of Common Shares to which the Holder is entitled upon such holderthe Holder’s conversion of any Conversion Amount (a “Conversion Failure”), and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) Common Shares to deliver in satisfaction of a sale by the Holder of Common Shares issuable upon such conversion that the Holder anticipated receiving from the Company (a “Buy-In”), then the Company shall, within three (3) Business Days after the Holder’s request and in at the Holder’s discretionelection, either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out of pocket expenses, if any) for the Common Shares so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such Common Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Common Shares 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 Common Shares, times Shares multipled by (B) the Closing Price on the Conversion Date.

Company’s Failure to Timely Convert. If within three five (35) Trading Days after the Company’s receipt of an email copy of a Conversion Notice the Company shall fail to issue and deliver a certificate to the Holder or credit the Holder’s balance account with DTC for the number of Common Ordinary Shares to which the Holder is entitled upon such holder’s conversion of any Conversion Amount (a “Conversion Failure”), and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) Common Ordinary Shares to deliver in satisfaction of a sale by the Holder of Common Ordinary Shares issuable upon such conversion that the Holder anticipated receiving from the Company (a “Buy-In”), then the Company shall, within three (3) Business Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out of pocket expenses, if any) for the Common Ordinary Shares so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such Common Ordinary Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Common Ordinary Shares 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 Common Ordinary Shares, times (B) the Closing Price on the Conversion Date.

Company’s Failure to Timely Convert. If within three (3) Trading Days after the delivery by such Holder of a Notice of Conversion the Company shall, or if following the Company’s receipt of an email copy of a request to deliver Common Stock the Conversion Notice the Company shall Agent shall, fail to issue and deliver a certificate or caused to the Holder be delivered to such Holder, or credit the such Holder’s balance account with DTC for the nominee or nominees, such number of shares of Common Shares Stock to which the such Holder is entitled upon such holderHolder’s conversion of any Conversion Amount (a “Conversion Failure”)Securities, and if on or after such Trading Day the such Holder purchases (in an open market transaction or otherwise) shares of Common Shares Stock to deliver in satisfaction of a sale by the such Holder of shares of Common Shares Stock issuable upon such conversion that the such Holder anticipated receiving from the Company (a “Buy-In”), then the Company shall, within three (3) Business Days after the such Holder’s request and in the such Holder’s discretion, either (i) pay cash to the such Holder in an amount equal to the such Holder’s total purchase price (including brokerage commissions and other out of pocket expensescommissions, if any) for the shares of Common Shares Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such Common SharesStock) shall terminate, or (ii) promptly honor its obligation to deliver to the such Holder a certificate or certificates representing such Common Shares Stock and pay cash to the such 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 SharesStock, times (B) the Closing Price of the Common Stock on the Conversion Date.

Company’s Failure to Timely Convert. If within three (3) Trading Days after the Company’s 's receipt of an email the facsimile copy of a Conversion Notice the Company shall fail to issue and deliver a certificate to the Holder or credit the Holder’s 's balance account with DTC for the number of shares of Common Shares Stock to which the Holder is entitled upon such holder’s 's conversion of any Conversion Amount (a “"Conversion Failure”"), and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) Common Shares Stock to deliver in satisfaction of a sale by the Holder of Common Shares Stock issuable upon such conversion that the Holder anticipated receiving from the Company (a “"Buy-In”"), then the Company shall, within three (3) Business Days after the Holder’s 's request and in the Holder’s 's discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s 's total purchase price (including brokerage commissions and other out of pocket expenses, if any) for the shares of Common Shares Stock so purchased (the “"Buy-In Price”"), at which point the Company’s 's obligation to deliver such certificate (and to issue such Common SharesStock) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Common Shares 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 SharesStock, times (B) the Closing Bid Price on the Conversion Date.

Company’s Failure to Timely Convert. If within three (3) Trading Business Days after the Company’s receipt of an email the facsimile copy of a Conversion Notice the Company shall fail to issue and deliver a certificate to the Holder or credit the Holder’s balance account with DTC for the number of shares of Common Shares Stock to which the Holder is entitled upon such holderHolder’s conversion of any Conversion Amount (a “Conversion Failure”), and if on or after such Trading Business Day the Holder purchases (in an open market transaction or otherwise) Common Shares Stock to deliver in satisfaction of a sale by the Holder of Common Shares Stock issuable upon such conversion that the Holder anticipated receiving from the Company (a “Buy-In”), then the Company shall, within three (3) Business Days after the Holder’s request and in the Holder’s sole discretion, either (i) pay cash to the Holder by wire transfer of immediately available funds in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out of out-of-pocket expenses, if any) for the shares of Common Shares Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such Common SharesStock) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Common Shares Stock and pay cash to the Holder by wire transfer of immediately available funds 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 SharesStock, times (B) the Closing Bid Price on the Conversion Date.

Company’s Failure to Timely Convert. If within three (3) Trading Days after the Company’s 's receipt of an email the facsimile copy of a Conversion Notice the Company shall fail to issue and deliver a certificate to the Holder or credit the Holder’s 's balance account with DTC for the number of Common Shares ADSs to which the Holder is entitled upon such holder’s 's conversion of any Conversion Amount (a “"Conversion Failure”"), and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) Common Shares ADSs to deliver in satisfaction of a sale by the Holder of Common Shares ADSs issuable upon such conversion that the Holder anticipated receiving from the Company (a “"Buy-In”"), then the Company shall, within three (3) Business Days after the Holder’s 's request and in the Holder’s 's discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s 's total purchase price (including brokerage commissions and other out of pocket expenses, if any) for the Common Shares ADSs so purchased (the “"Buy-In Price”"), at which point the Company’s 's obligation to deliver such certificate (and to issue such Common SharesADSs) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Common Shares ADSs 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 Common SharesADSs, times (B) the Closing Bid Price on the Conversion Date.

Company’s Failure to Timely Convert. If within three (3) 3 Trading Days after the Company’s 's receipt of an email by electronic mail a copy of a Conversion Notice the Company shall fail to issue and deliver a certificate to the Holder or credit the Holder’s balance account with DTC for the number of shares of Common Shares Stock to which the Holder is entitled upon such holder’s conversion of any Conversion Amount (a “Conversion Failure”), and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) Common Shares Stock to deliver in satisfaction of a sale by the Holder of Common Shares Stock issuable upon such conversion that the Holder anticipated receiving from the Company (a “Buy-In”), then the Company shall, within three (3) 3 Business Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out of pocket expenses, if any) for the shares of Common Shares Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such Common SharesStock) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Common Shares 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 SharesStock, times (B) the Closing Bid Price on the Conversion Date.

Company’s Failure to Timely Convert. If within three (3) Trading Days after the Company’s receipt of an email copy of a Conversion Notice the Company shall fail to issue and deliver a certificate to the Holder or credit the Holder’s balance account with DTC for the number of Common Ordinary Shares to which the Holder is entitled upon such holder’s conversion of any Conversion Amount (a “Conversion Failure”), and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) Common Ordinary Shares to deliver in satisfaction of a sale by the Holder of Common Ordinary Shares issuable upon such conversion that the Holder anticipated receiving from the Company (a “Buy-In”), then the Company shall, within three (3) Business Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out of pocket expenses, if any) for the Common Ordinary Shares so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such Common Ordinary Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Common Ordinary Shares 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 Common Ordinary Shares, times (B) the Closing Price on the Conversion Date.

Company’s Failure to Timely Convert. If within three (3) Trading Days after the Company’s receipt of an email copy delivery by such Holder of a Notice of Conversion Notice the Company shall shall, or if following the Company's request to deliver Common Stock the Conversion Agent shall, fail to issue and deliver a certificate or caused to the Holder be delivered to such Holder, or credit the such Holder’s balance account with DTC for the 's nominee or nominees, such number of shares of Common Shares Stock to which the such Holder is entitled upon such holder’s Holder's conversion of any Conversion Amount (a “Conversion Failure”)Securities, and if on or after such Trading Day the such Holder purchases (in an open market transaction or otherwise) shares of Common Shares Stock to deliver in satisfaction of a sale by the such Holder of shares of Common Shares Stock issuable upon such conversion that the such Holder anticipated receiving from the Company (a “Buy"BUY-In”IN"), then the Company shall, within three (3) Business Days after the such Holder’s 's request and in the such Holder’s 's discretion, either (i) pay cash to the such Holder in an amount equal to the such Holder’s 's total purchase price (including brokerage commissions and other out of pocket expensescommissions, if any) for the shares of Common Shares Stock so purchased (the “Buy"BUY-In IN Price”"), at which point the Company’s 's obligation to deliver such certificate (and to issue such Common SharesStock) shall terminate, or (ii) promptly honor its obligation to deliver to the such Holder a certificate or certificates representing such Common Shares Stock and pay cash to the such 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 SharesStock, times (B) the Closing Price of the Common Stock on the Conversion Date.

Company’s Failure to Timely Convert. If within three (3) Trading Days after the Company’s receipt of an email copy of a Conversion Notice the Company shall fail fail, for any reason or for no reason, on or prior to the applicable Share Delivery Date to issue and deliver a certificate to the Holder or credit the Holder’s balance account with DTC for the number of shares of Common Shares Stock to which the Holder is entitled upon such holderHolder’s conversion of any Conversion Amount (a “Conversion Failure”), and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) Common Shares Stock to deliver in satisfaction of a sale by the Holder of Common Shares Stock issuable upon such conversion that the Holder anticipated receiving from the Company (a “Buy-In”), then the Company shall, within three (3) Business Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out of pocket expenses, if any) for the shares of Common Shares Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such Common SharesStock) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Common Shares 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 SharesStock, times (B) the Closing Price on the Conversion Date.

Company’s Failure to Timely Convert. If within three (3) Trading Days after the Company’s receipt of an email copy of a Conversion Notice the Company shall fail to issue and deliver a certificate to the Holder or credit the Holder’s balance account with DTC for the number of shares of Common Shares Stock to which the Holder is entitled upon such holderHolder’s conversion of any Conversion Amount (a “Conversion Failure”), and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) Common Shares Stock to deliver in satisfaction of a sale by the Holder of Common Shares Stock issuable upon such conversion that the Holder anticipated receiving from the Company (a “Buy-In”), then the Company shall, within three (3) Business Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out of pocket expenses, if any) for the shares of Common Shares Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such Common SharesStock) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Common Shares 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 SharesStock, times (B) the Closing Price on the Conversion Date.

Company’s Failure to Timely Convert. If within three (3) Trading Days after the Company’s receipt of an email the facsimile or electronic copy of a Conversion Notice the Company shall fail to issue and deliver a certificate to the Holder or credit the Holder’s balance account with DTC for the number of shares of Common Shares Stock to which the Holder is entitled upon such holderthe Holder’s conversion of any Conversion Amount (a “Conversion Failure”), and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) Common Shares Stock to deliver in satisfaction of a sale by the Holder of Common Shares Stock issuable upon such conversion that the Holder anticipated receiving from the Company (a “Buy-In”), then the Company shall, within three (3) Business Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out of pocket expenses, if any) for the shares of Common Shares Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such Common SharesStock) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Common Shares 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 SharesStock, times (B) the Closing Bid Price on the Conversion Date. 1 Insert price of common stock issued pursuant to the Offering.