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

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, to issue to the Holder within three (3) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise), a certificate for the number of shares of Common Stock to which the Holder is entitled and register such shares of Common Stock on the Company’s share register or to credit the Holder’s or its designee’s balance account with DTC for such number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion of any Conversion Amount (as the case may be) (a “Conversion Failure”), then, in addition to all other remedies available to the Holder, (1) the Company shall pay in cash to the Holder on each day after such third (3rd) Trading Day that the issuance of such shares of Common Stock is not timely effected an amount equal to 0.5% of the product of (A) the sum of the number of shares of Common Stock not issued to the Holder on a timely basis and to which the Holder is entitled multiplied by (B) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the last possible date which the Company could have issued such shares of Common Stock to the Holder without violating Section 4(c)(i) and (ii) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 4(c)(iii) or otherwise. The Holder agrees, however, that the maximum aggregate damages payable to a Holder hereunder for a Conversion Failure shall be 2% of the amount determined pursuant to the formula set forth in the immediately preceding sentence. In addition to the foregoing, if within three (3) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise), the Company shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company’s share register or credit the Holder’s or its designee’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be), and if on or after such third (3rd) Trading Day 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 issuable upon such conversion that the Holder anticipated receiving from the Company, then, in addition to all other remedies available to the Holder, 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 Stock so purchased (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 or credit the Holder’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) 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 multiplied by (B) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the Conversion Date.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, to issue to the Holder within three (3) Trading Days after business days of the Company’s receipt of a an executed copy of the Conversion Notice (whether via facsimile so long as the applicable Preferred Stock Certificates and original Conversion Notice are received by the Company on or otherwise), before such third business day) (the “Share Delivery Period”) the Transfer Agent shall fail to issue and deliver to a certificate for holder the number of shares of Common Stock to which the Holder such holder is entitled and register upon such shares holder’s conversion of Common the Series C Preferred Stock on the Company’s share register or to credit issue a new Preferred Stock Certificate representing the Holder’s or its designee’s balance account with DTC for such number of shares of Common Series C Preferred Stock to which the Holder such holder is entitled upon the Holder’s conversion of any Conversion Amount (as the case may bepursuant to Section 5(b)(ii) (a “Conversion Failure”), then, in addition to all other available remedies available which such holder may pursue hereunder and under the Preferred Stock Purchase Agreement dated as of June 11, 2008 and the Preferred Stock Purchase Agreements dated July 3, 2008 for an aggregate of 300,000 shares of Series C-2 Preferred Stock (each a “Purchase Agreement” and collectively, the “Purchase Agreement”), between the Company and the holders of the Series C Preferred Stock (including indemnification pursuant to the Holderterms thereof), (1) the Company shall pay in cash additional damages to the Holder such holder on each business day after such third (3rd) Trading Day business day that the issuance of such shares of Common Stock conversion is not timely effected in an amount equal to 0.5% of the product of (A) the sum of the number of shares of Common Stock not issued to the Holder holder on a timely basis pursuant to Section 5(b)(ii) and to which the Holder such holder is entitled multiplied by (B) and, in the Closing Sale Price event the Company has failed to deliver a Preferred Stock Certificate to the holder on a timely basis pursuant to Section 5(b)(ii), the number of shares of Common Stock issuable upon conversion of the Common shares of Series C Preferred Stock on the Trading Day immediately preceding represented by such Preferred Stock Certificate, as of the last possible date which the Company could have issued such shares of Common Preferred Stock Certificate to the Holder such holder without violating Section 4(c)(i) and (ii) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 4(c)(iii) or otherwise. The Holder agrees, however, that the maximum aggregate damages payable to a Holder hereunder for a Conversion Failure shall be 2% of the amount determined pursuant to the formula set forth in the immediately preceding sentence. In addition to the foregoing, if within three (3) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise5(b)(ii), the Company shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company’s share register or credit the Holder’s or its designee’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be), and if on or after such third (3rd) Trading Day 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 issuable upon such conversion that the Holder anticipated receiving from the Company, then, in addition to all other remedies available to the Holder, 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 Stock so purchased (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 or credit the Holder’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) 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 multiplied by times (B) the Closing Sale Bid Price (as hereinafter defined) of the Common Stock on the Trading Day immediately last possible date which the Company could have issued such Common Stock and such Preferred Stock Certificate, as the case may be, to such holder without violating Section 5(b)(ii). For the purposes hereof, “Closing Bid Price” means the last closing bid price per share on the registered national stock exchange on which the security is then listed, or if there is no such price on such date, then the closing bid price on such exchange on the date nearest preceding such date, or if such security is not listed on a registered national stock exchange, the Conversion Dateclosing bid price for a share of such security in the over the counter market, as reported by the OTC Bulletin Board or in the National Quotation Bureau Incorporated (or similar organization or agency succeeding to its function of reporting prices) at the close of business on such date. If the Closing Bid Price cannot be calculated for such security on such 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 holders of 51% of the outstanding shares of the Series C Preferred Stock. If the Company fails to pay the additional damages set forth in this Section 5(b)(v) within five (5) business days of the date incurred, then such payments shall bear interest at the rate of 2.0% per month (pro rated for partial months) until such payments are made.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, to issue to the Holder within three (3) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise) (the “Share Delivery Deadline”), a certificate for the number of shares of Common Stock to which the Holder is entitled and register such shares of Common Stock on the Company’s share register or to credit the Holder’s or its designee’s balance account with DTC for such number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion of any Conversion Amount (as the case may be) on or prior to the Share Delivery Deadline (a “Conversion Failure”), then, in addition to all other remedies available to the Holder, (1) the Company shall pay in cash to the Holder on each day after such third (3rd) Trading Day that the issuance of such shares of Common Stock is not timely effected an amount equal to 0.5% of the product of (A) the sum of the number of shares of Common Stock not issued to the Holder on a timely basis and to which the Holder is entitled multiplied by (B) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the last possible date which the Company could have issued such shares of Common Stock to the Holder without violating Section 4(c)(i) and (ii) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 4(c)(iii) or otherwise. The Holder agrees, however, that the maximum aggregate damages payable to a Holder hereunder for a Conversion Failure shall be 2% of the amount determined pursuant to the formula set forth in the immediately preceding sentence. In addition to the foregoing, if within three (3) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise), the Company shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company’s share register or credit the Holder’s or its designee’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be), and if on or after such third (3rd) Trading Day Share Delivery Deadline 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 issuable upon such conversion that the Holder anticipated receiving from the Company, then, in addition to all other remedies available to the Holder, 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 Stock so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (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 or credit the Holder’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) 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 multiplied by (B) the Closing Sale Price closing bid price of the a share of Common Stock on Conversion Date. Furthermore, if the Company fails for any reason to deliver to the Holder such certificate or certificates pursuant to this Section by the Share Delivery Deadline, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each one thousand dollars ($1,000) of principal amount being converted, ten dollars ($10) per Trading Day immediately preceding (increasing to twenty dollars ($20) per Trading Day on the fifth (5th) Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Share Delivery Deadline until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 4 hereof for the Company’s failure to deliver Conversion DateShares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, to issue to the a Holder within three (3) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile email or otherwise) (the “Share Delivery Deadline”), a certificate for the number of shares of Common Stock to which the such Holder is entitled and register such shares of Common Stock on the Company’s share register or to credit the such Holder’s or its designee’s balance account with DTC for such number of shares of Common Stock to which the such Holder is entitled upon the such Holder’s conversion of any Conversion Amount Preferred Shares (as the case may be) (a “Conversion Failure”), then, in addition to all other remedies available to the such Holder, (1) the Company shall pay in cash to the Holder on each day after such third (3rd) Trading Day that the issuance of such shares of Common Stock is not timely effected an amount equal to 0.5% of the product of (A) the sum of the number of shares of Common Stock not issued to the Holder on a timely basis and to which the Holder is entitled multiplied by (B) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the last possible date which the Company could have issued such shares of Common Stock to the Holder without violating Section 4(c)(i) and (ii) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this Note Preferred Shares that has have not been converted pursuant to such Holder’s Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to the terms of this Section 4(c)(iii) Certificate of Designations or otherwise. The Holder agrees, however, that the maximum aggregate damages payable to a Holder hereunder for a Conversion Failure shall be 2% of the amount determined pursuant to the formula set forth in the immediately preceding sentence. In addition to the foregoing, if within three (3) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile email or otherwise), the Company shall fail to issue and deliver a certificate to the such Holder and register such shares of Common Stock on the Company’s share register or credit the such Holder’s or its designee’s balance account with DTC for the number of shares of Common Stock to which the such Holder is entitled upon the such Holder’s conversion hereunder (as the case may be), and if on or after such third (3rd) Trading Day the such Holder (or any other Person in respect, or on behalf, of such Holder) purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Holder of all or any portion of the Holder number of shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, issuable upon such conversion that the such Holder so anticipated receiving from the Company, then, in addition to all other remedies available to the such Holder, the Company shall, within three (3) Business Trading Days after the such Holder’s request, which request shall include reasonable documentation of all fees, costs and expenses, 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 expenses, if any) for the shares of Common Stock so purchased (including, without limitation, by any other Person in respect, or on behalf, of such Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate or credit such Holder’s balance account with DTC for the number of shares of Common Stock to which such Holder is entitled upon such Holder’s conversion hereunder (as the case may be) (and to issue such shares of Common Stock) shall terminate, or (ii) promptly honor its obligation to so issue and deliver to the such Holder a certificate or certificates representing such shares of Common Stock or credit the such Holder’s balance account with DTC for the number of shares of Common Stock to which the such Holder is entitled upon the Holdersuch Hxxxxx’s conversion hereunder (as the case may be) 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 Stock multiplied by (B) the lowest Closing Sale Price of the Common Stock on the any Trading Day immediately preceding during the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payment under this clause (ii). In addition to Holder’s other available remedies, the Company shall pay to Holder, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of shares of Common Stock (based on Closing Sale Price of the shares of Common Stock which should be issued upon the Preferred Shares for which conversion had been requested, $10 per Trading Day for each Trading Day following the Share Delivery Deadline and increasing to $20 per Trading Day after the fifth Trading Day until such shares of Common Stock are delivered and registered. Nothing herein shall limit Holder’s right to pursue actual damages for the Company failure to timely deliver certificates representing Common Stock as required hereby and Holder shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. Further, in the event the Company refuses to honor any Conversion or makes it known it will not honor any Conversion (the “Conversion Default Date”), the Holder will be entitled to damages at the higher of: (i) actual provable damages; or (ii) an amount determined as the product of N*H, where N is the number of shares that would have been issued upon conversion Preferred Share held by the Holder on the Conversion DateDefault Date and H is the average closing price of the Common Stock during the time the Company fails or refuses to honor any Conversion until such time as the Holder elects to void its Conversion Notice.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery Deadline, either (I)(1) if the Transfer Agent is not participating in FAST, to issue and deliver to the Holder within three (3or its designee) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise), a certificate for the number of shares of Common Stock Ordinary Shares to which the Holder is entitled and register such shares of Common Stock Ordinary Shares on the Company’s share register or or, (2) if the Transfer Agent is participating in FAST, to credit the Holder’s account of the Holder (or its designee’s balance account ) with DTC for such number of shares of Common Stock Ordinary Shares to which the Holder is entitled upon the Holder’s conversion of any Conversion Amount (this Note, as the case may be, or (II) if the Registration Statement covering the resale of the Ordinary Shares that are the subject of the Conversion Notice (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) so notify the Holder and (y) deliver the Ordinary Shares electronically without any restrictive legend by crediting such aggregate number of Ordinary Shares to which the Holder is entitled pursuant to such conversion to the Holder’s (or its designee’s) account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred to as a “Notice Failure” and together with the event described in clause (I) above, a “Conversion Failure”), then, in addition to all other remedies available to the Holder, (1) the Company shall pay in cash to the Holder on each day after such third (3rd) Trading Day Share Delivery Deadline that the issuance of such shares of Common Stock Ordinary Shares is not timely effected an amount equal to 0.50.05% of the product of (Ax) the sum of the number of shares of Common Stock Ordinary Shares not issued to the Holder on a timely basis or prior to the Share Delivery Deadline and to which the Holder is entitled entitled, multiplied by (By) the Closing Sale Price any trading price of the Common Stock Ordinary Shares selected by the Holder in writing as in effect at any time during the period beginning on the Trading Day immediately preceding applicable Conversion Date and ending on the last possible date which the Company could have issued such shares of Common Stock to the Holder without violating Section 4(c)(i) applicable Share Delivery Deadline, and (ii2) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 4(c)(iii3(c)(ii) or otherwise. The Holder agrees, however, that the maximum aggregate damages payable to a Holder hereunder for a Conversion Failure shall be 2% of the amount determined pursuant to the formula set forth in the immediately preceding sentence. In addition to the foregoing, if within three on or prior to the Share Delivery Deadline either (3A)(1) Trading Days after if the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise)Transfer Agent is not participating in FAST, the Company shall fail to issue and deliver a certificate to the Holder (or its designee) a certificate and register such shares of Common Stock Ordinary Shares on the Company’s share register or or, (2) if the Transfer Agent is participating in FAST, the Transfer Agent shall fail to credit the Holder’s account of the Holder (or its designee’s balance account ) with DTC for the number of shares of Common Stock Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder or pursuant to the Company’s obligation pursuant to clause (as the case may be)II) below, or (B) a Notice Failure occurs, and if on or after such third (3rd) Trading Day Share Delivery Deadline the Holder purchases (in an open market transaction or otherwise) shares Ordinary Shares corresponding to all or any portion of Common Stock to deliver in satisfaction the number of a sale by the Holder of shares of Common Stock Ordinary Shares issuable upon such conversion that the Holder anticipated receiving is entitled to receive from the CompanyCompany and has not received from the Company in connection with, or as a result of, such Conversion Failure or Notice Failure, as applicable (a “Buy-In”), then, in addition to all other remedies available to the Holder, the Company shall, within three two (32) Business Days after receipt of the Holder’s request and in the Holder’s sole discretion, either either: (iI) 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 Stock Ordinary Shares so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such shares Ordinary Shares), or credit the account of Common Stocksuch Holder (or its designee) with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) (and to issue such Ordinary Shares) shall terminate, or (iiII) promptly honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such shares of Common Stock Ordinary Shares or credit the Holder’s balance account of such Holder (or its designee) with DTC for the number of shares of Common Stock Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) 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 shares of Common Stock Ordinary Shares multiplied by (By) the lowest Closing Sale Price of the Common Stock Ordinary Shares on any Trading Day during the period commencing on the Trading Day immediately preceding date of the applicable Conversion DateNotice and ending on the date of such issuance and payment under this clause (II) (the “Buy-In Payment Amount”). Nothing in this Section 3(c)(ii) shall limit the Holder’s right to pursue any other remedies available to it hereunder, whether at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver a certificate representing Ordinary Shares, or to electronically deliver such Ordinary Shares, upon the conversion of this Note as required pursuant to the terms hereof.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, to issue to the Holder within three (3) Trading Days after the Company’s receipt of the Debenture and a duly executed and complete Conversion Notice (whether via facsimile facsimile, e-mail or otherwise), a certificate for the number of shares of Common Stock to which the Holder is entitled and register such shares of Common Stock on the Company’s share register or to credit the Holder’s or its designee’s balance account with DTC for such number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion of any Conversion Amount or deposit such number of shares of Common Stock which the Holder is entitled with the Depositary in accordance with the requirements of such Depositary (as the case may be) (a “Conversion Failure”), then, in addition to all other remedies available to the Holder, (1) the Company shall pay in cash to the Holder on each day after such third (3rd) Trading Day that the issuance of such shares of Common Stock is not timely effected an amount equal to 0.5% of the product of (A) the sum of the number of shares of Common Stock not issued to the Holder on a timely basis and to which the Holder is entitled multiplied by (B) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the last possible date which the Company could have issued such shares of Common Stock to the Holder without violating Section 4(c)(i) and (ii) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 4(c)(iii) or otherwise. The Holder agrees, however, that the maximum aggregate damages payable to a Holder hereunder for a Conversion Failure shall be 2% of the amount determined pursuant to the formula set forth in the immediately preceding sentence. In addition to the foregoing, if within three (3) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise), the Company shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company’s share register or credit the Holder’s or its designee’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be), and if on or after such third (3rd) Trading Day the Holder (or any other Person in respect, or on behalf, of 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 all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, issuable upon such conversion that the Holder so anticipated receiving from the Company, then, in addition to all other remedies available to the Holder, 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 Stock so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate or credit the Holder’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder or deposit such number of shares of Common Stock which the Holder is entitled with the Depositary in accordance with the requirements of such Depositary (as the case may be) (and to issue such shares of Common Stock) shall terminate, or (ii) promptly honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such shares of Common Stock or credit the Holder’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder or deposit such number of shares of Common Stock which the Holder is entitled with the Depositary in accordance with the requirements of such Depositary (as the case may be) 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 multiplied by (B) the lowest Closing Sale Price of the Common Stock on the any Trading Day immediately preceding during the period commencing on the date of the applicable Conversion DateNotice and ending on the date of such issuance and payment under this clause (ii).

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery Deadline, to issue to the such Holder within three (3) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise), a certificate for the number of shares of Common Stock to which the such Holder is entitled and register such shares of Common Stock on the Company’s share register or to credit the such Holder’s or its designee’s balance account with DTC for such number of shares of Common Stock to which the such Holder is entitled upon the such Holder’s conversion of any Conversion Amount (as the case may be) (a “Conversion Failure”), then, in addition to all other remedies available to the Holder, (1) the Company shall pay in cash to the Holder on each day after such third (3rd) Trading Day that the issuance of such shares of Common Stock is not timely effected an amount equal to 0.5% of the product of (A) the sum of the number of shares of Common Stock not issued to the Holder on a timely basis and to which the Holder is entitled multiplied by (B) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the last possible date which the Company could have issued such shares of Common Stock to the Holder without violating Section 4(c)(i) and (ii) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 4(c)(iii) or otherwise. The Holder agrees, however, that the maximum aggregate damages payable to a Holder hereunder for a Conversion Failure shall be 2% of the amount determined pursuant to the formula set forth in the immediately preceding sentence. In addition to the foregoing, if within three (3) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise), the Company shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company’s share register or credit the Holder’s or its designee’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be), and if on or after such third Share Delivery Deadline (3rdprovided that such Holder places an order to purchase such shares before the time the Company remedies such failure) Trading Day the such Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Holder of all or any portion of the Holder number of shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, issuable upon such conversion that the such Holder so anticipated receiving from the Company, then, in addition to all other remedies available to the such Holder, the Company shall, within three two (32) Business Days after the receipt of such Holder’s request and in the such Holder’s discretion, either either: (iI) 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 expenses, if any) for the shares of Common Stock so purchased (including, without limitation, by any other Person in respect, or on behalf, of such Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and 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 or credit the such Holder’s balance account with DTC for the number of shares of Common Stock to which the such Holder is entitled upon such Holder’s conversion hereunder (as the case may be) (and to issue such shares of Common Stock) shall terminate, or (II) promptly honor its obligation to so issue and deliver to such Holder a certificate or certificates representing such shares of Common Stock or credit such Holder’s balance account with DTC for the number of shares of Common Stock to which such Holder is entitled upon such Holder’s conversion hereunder (as the case may be) 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 (Ax) such number of shares of Common Stock multiplied by (By) the Closing Sale Price VWAP of the Common Stock on the Trading Day immediately preceding attempted Conversion Date. For the avoidance of doubt, to the extent that the Company makes a payment contemplated by the foregoing sentence, the applicable portion of the Preferred Shares to which the Conversion DateFailure applied shall no longer be outstanding.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, to issue to the Holder a Purchaser within three one (31) Trading Days Day after the Company’s receipt of a Conversion Notice (whether via facsimile email or otherwise) (the “Share Delivery Deadline”), a certificate for the number of shares of Common Stock Shares to which the Holder such Purchaser is entitled and register such shares of Common Stock Shares on the Company’s share register or to credit the Holdersuch Purchaser’s or its designee’s balance account with DTC for such number of shares of Common Stock Shares to which the Holder such Purchaser is entitled upon the Holdersuch Purchaser’s conversion of any Conversion Amount Preferred Shares (each as the case may be) (a “Conversion Failure”), then, in addition to all other remedies available to the Holdersuch Purchaser, (1) the Company shall pay in cash to the Holder on each day after such third (3rd) Trading Day that the issuance of such shares of Common Stock is not timely effected an amount equal to 0.5% of the product of (A) the sum of the number of shares of Common Stock not issued to the Holder on a timely basis and to which the Holder is entitled multiplied by (B) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the last possible date which the Company could have issued such shares of Common Stock to the Holder without violating Section 4(c)(i) and (ii) the HolderPurchaser, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (each as the case may be) any portion of this Note Preferred Shares that has have not been converted pursuant to such Purchaser’s Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to the terms of this Section 4(c)(iii) Certificate of Conversion Rights or otherwise. The Holder agrees, however, that the maximum aggregate damages payable to a Holder hereunder for a Conversion Failure shall be 2% of the amount determined pursuant to the formula set forth in the immediately preceding sentence. In addition to the foregoing, if within three one (31) Trading Days Day after the Company’s receipt of a Conversion Notice (whether via facsimile email or otherwise), the Company shall fail to issue and deliver a certificate to the Holder such Purchaser and register such shares of Common Stock Shares on the Company’s share register or credit the Holdersuch Purchaser’s or its designee’s balance account with DTC for the number of shares of Common Stock Shares to which the Holder such Purchaser is entitled upon the Holdersuch Purchaser’s conversion hereunder (each as the case may be), and if on or after such third first (3rd1st) Trading Day the Holder such Purchaser (or any other Person in respect, or on behalf, of such Purchaser) purchases (in an open market transaction or otherwise) shares of Common Stock Shares to deliver in satisfaction of a sale by such Purchaser of all or any portion of the Holder number of shares of Common Stock Shares, or a sale of a number of shares of Common Shares equal to all or any portion of the number of shares of Common Shares, issuable upon such conversion that the Holder such Purchaser so anticipated receiving from the Company, then, in addition to all other remedies available to the Holdersuch Purchaser, the Company shall, within three (3) Business Trading Days after the Holdersuch Purchaser’s request, which request shall include reasonable documentation of all fees, costs and expenses, and in the Holdersuch Purchaser’s discretion, either (i) pay cash to the Holder such Purchaser in an amount equal to the Holdersuch Purchaser’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock Shares so purchased (including, without limitation, by any other Person in respect, or on behalf, of such Purchaser) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate or credit such Purchaser’s balance account with DTC for the number of shares of Common Shares to which such Purchaser is entitled upon such Purchaser’s conversion hereunder (each as the case may be) (and to issue such shares of Common StockShares) shall terminate, or (ii) promptly honor its obligation to so issue and deliver to the Holder such Purchaser a certificate or certificates representing such shares of Common Stock Shares or credit the Holdersuch Purchaser’s balance account with DTC for the number of shares of Common Stock Shares to which the Holder such Purchaser is entitled upon the Holdersuch Purchaser’s conversion hereunder (each as the case may be) and pay cash to the Holder such Purchaser 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 Shares multiplied by (B) the Closing Sale lowest closing sale price of the Common Shares on any Trading Day during the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payment under this clause (ii). Immediately following the voiding of a Conversion Notice as aforesaid, the Conversion Price of any Preferred Shares returned or retained by such Purchaser for failure to timely convert shall be adjusted to the lesser of (I) the Conversion Price relating to the voided Conversion Notice and (II) the lowest closing sale price of the Common Shares during the period beginning on the Conversion Date and ending on the date such Purchaser voided the Conversion Notice, subject to further adjustment as provided in this Certificate of Conversion Rights. In addition to Purchaser’s other available remedies, the Company shall pay to Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of shares of Common Shares (based on the aggregate Conversion Price of the Preferred Shares for which conversion had been requested, $10 per Trading Day for each Trading Day following the Share Delivery Deadline and increasing to $20 per Trading Day after the fifth Trading Day until such shares of Common Stock Shares are delivered and registered. Nothing herein shall limit Purchaser’s right to pursue actual damages for the Company failure to timely deliver certificates representing Common Shares as required hereby and Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. Further, in the event the Company refuses to honor any Conversion or makes it known it will not honor any Conversion (the “Conversion Default Date”), the Purchaser will be entitled to damages at the higher of: (i) actual provable damages; or (ii) an amount determined as the product of N*H, where N is the number of shares that would have been issued upon conversion of the Preferred Shares held by the Purchaser on the Trading Day immediately preceding Conversion Default Date and H is the average closing price of the Common Shares during the time the Company fails or refuses to honor any Conversion Dateuntil such time as the Purchaser elects to void its Conversion Notice.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, to issue to the Holder within three (3) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise) (the “Share Delivery Deadline”), a certificate for the number of shares of Common Stock to which the Holder is entitled and register such shares of Common Stock on the Company’s share register or to credit the Holder’s or its designee’s balance account with DTC for such number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion of any Conversion Amount (as the case may be) (a “Conversion Failure”), then, in addition to all other remedies available to the Holder, (1) the Company shall pay in cash to the Holder on each day after such third (3rd) Trading Day that the issuance of such shares of Common Stock is not timely effected an amount equal to 0.5% of the product of (A) the sum of the number of shares of Common Stock not issued to the Holder on a timely basis and to which the Holder is entitled multiplied by (B) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the last possible date which the Company could have issued such shares of Common Stock to the Holder without violating Section 4(c)(i) and (ii) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 4(c)(iii) or otherwise. The Holder agrees, however, that the maximum aggregate damages payable to a Holder hereunder for a Conversion Failure shall be 2% of the amount determined pursuant to the formula set forth in the immediately preceding sentence. In addition to the foregoing, if within three (3) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise), the Company shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company’s share register or credit the Holder’s or its designee’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be), and if on or after such third (3rd) Trading Day Share Delivery Deadline 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 issuable upon such conversion that the Holder anticipated receiving from the Company, then, in addition to all other remedies available to the Holder, the Company shall, within three (3) Business Trading Days after the Holder’s written (including, without limitation by e-mail) 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 Stock so purchased (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 or credit the Holder’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) 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 multiplied by (B) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the Conversion Date.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, to issue at any time on or prior to the Holder within three fifth (35th) Trading Days after Day following the Company’s receipt of date on which the Company has received a Conversion Notice (whether via facsimile or otherwiseeach, a “Conversion Failure Deadline”), either (I) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program or if the Common Shares to be issued pursuant to such Conversion Notice are not then Freely Tradable by the Holder, to issue and deliver to the Holder (or its designee) a certificate for the aggregate number of shares of Common Stock Shares to which the Holder is entitled and register such shares of Common Stock Shares on the Company’s share register (or proof of issuance in uncertificated form) or, if the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program and if such Common Shares are then Freely Tradable by the Holder, to credit the balance account of the Holder or the Holder’s or its designee’s balance account designee with DTC for such number of shares of Common Stock Shares to which the Holder is entitled upon the Holder’s conversion of any Conversion Amount this Note (as the case may be) or (a II) if the Registration Statement covering the resale of the Common Shares that are the subject of the Conversion Notice (the “Unavailable Conversion FailureShares”)) is not available for the resale of such Unavailable Conversion Shares (and such Common Shares are not otherwise Freely Tradable by the Holder) and the Company fails to promptly, then, but in addition to all other remedies available no event later than as required pursuant to the Holder, Registration Rights Agreement (1x) the Company shall pay in cash to so notify the Holder on each day after and (y) deliver the Common Shares electronically without any restrictive legend by crediting such third (3rd) Trading Day that the issuance of such shares aggregate number of Common Stock is not timely effected an amount equal to 0.5% of the product of (A) the sum of the number of shares of Common Stock not issued to the Holder on a timely basis and Shares to which the Holder is entitled multiplied by (B) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the last possible date which the Company could have issued such shares of Common Stock to the Holder without violating Section 4(c)(i) and (ii) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations exercise to make any payments which have accrued prior to the date of such notice pursuant to this Section 4(c)(iii) or otherwise. The Holder agrees, however, that the maximum aggregate damages payable to a Holder hereunder for a Conversion Failure shall be 2% of the amount determined pursuant to the formula set forth in the immediately preceding sentence. In addition to the foregoing, if within three (3) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise), the Company shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company’s share register or credit the Holder’s or its designee’s balance account with DTC for through its Deposit/Withdrawal At Custodian system (the number of shares of Common Stock to which event described in the Holder immediately foregoing clause (II) is entitled upon hereinafter referred as a “Notice Failure” and together with the Holder’s conversion hereunder event described in clause (as the case may beI) above, a “Conversion Failure”), and if on or after such third (3rd) Trading Day applicable Conversion Failure Deadline the Holder purchases (in an open market transaction or otherwise) shares Common Shares corresponding to all or any portion of the number of Common Stock to deliver in satisfaction of a sale by the Holder of shares of Common Stock Shares issuable upon such conversion that the Holder anticipated receiving is entitled to receive from the CompanyCompany and has not received from the Company in connection with such Conversion Failure or Notice Failure, as applicable (a “Buy-In”), then, in addition to all other as the exclusive cash remedies available to Holder (which election, for the Holderavoidance of doubt, does not preclude Holder from seeking injunctive remedies such as specific performance), the Company shall, within three two (32) Business Days after receipt of the Holder’s request and in the Holder’s discretion, either either: (iI) 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 Stock Shares so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such shares Common Shares) or credit the balance account of such Holder or such Holder’s designee, as applicable, with DTC for the number of Common StockShares to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) (and to issue such Common Shares) shall terminate, or (iiII) promptly honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such shares Common Shares (or proof of Common Stock issuance in uncertificated form) or credit the balance account of such Holder or such Holder’s balance account designee, as applicable, with DTC for the number of shares of Common Stock Shares to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) 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 shares of Common Stock Shares multiplied by (By) the lowest Closing Sale Price of the Common Stock Shares on any Uninterrupted Trading Day during the period commencing on the Trading Day immediately preceding date of the applicable Conversion DateNotice and ending on the date of such issuance and payment under this clause (II). Nothing herein shall limit the Holder’s right to pursue any other non-cash remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing Common Shares (or provide proof of issuance in uncertificated form) or electronically deliver of such Common Shares through DTC, in each case, upon the conversion of this Note as required pursuant to the terms hereof.

Company’s Failure to Timely Convert. If If, at any time, the Company shall fail, for any reason or for no reason, fail to issue a certificate to the Holder within three (3) Trading Days after or credit the CompanyHolder’s receipt of a Conversion Notice (whether via facsimile or otherwise), a certificate balance account with DTC for the number of shares of Common Stock to which the Holder is entitled and register such shares of Common Stock on the Company’s share register or to credit the Holder’s or its designee’s balance account with DTC for such number of shares of Class A Common Stock to which the Holder is entitled upon the Holder’s conversion of any Conversion Amount (as on or prior to the case may be) date which is five Business Days after the Conversion Date (a “Conversion Failure”), then, in addition to all other remedies available to the Holder, then (1A) the Company shall pay in cash damages to the Holder on for each day after such third (3rd) Trading Day that the issuance date of such shares of Common Stock is not timely effected Conversion Failure in an amount equal to 0.51.5% of the product of (AI) the sum of the number of shares of Class A Common Stock not issued to the Holder on a timely basis or prior to the Share Delivery Date and to which the Holder is entitled multiplied by entitled, and (BII) the Closing Sale Price of the Class A Common Stock on the Trading Day immediately preceding the last possible date which the Company could have issued such shares of Common Stock to the Holder without violating Section 4(c)(i) Share Delivery Date and (iiB) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (returned, as the case may be) , any portion of this Convertible Note that has not been converted pursuant to such Conversion Notice, ; provided that the voiding of a Conversion Notice shall not affect the Company’s Company‘s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 4(c)(iii3(c)(ii) or otherwise. The Holder agrees, however, that the maximum aggregate damages payable to a Holder hereunder for a Conversion Failure shall be 2% In lieu of the amount determined pursuant to the formula set forth in the immediately preceding sentence. In addition to the foregoing, if within three (3) Trading Business Days after the Company’s receipt of the facsimile copy of a Conversion Notice (whether via facsimile or otherwise), the Company shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company’s share register or credit the Holder’s or its designee’s balance account with DTC for the number of shares of Class A Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be)of any Conversion Amount, and if on or after such third (3rd) Trading Day the Holder purchases (in an open market transaction or otherwise) shares of Class A Common Stock to deliver in satisfaction of a sale by the Holder of shares of Class A Common Stock issuable upon such conversion that the Holder anticipated receiving from the CompanyCompany (a “Buy-In”), then, in addition then the Holder may elect to all other remedies available to the Holder, require the Company shallto, 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 Class A Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such shares of Class A Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such shares of Class A Common Stock or credit the Holder’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) 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 Class A Common Stock multiplied by times (B) the Closing Sale Bid Price of the Common Stock on the Trading Day immediately preceding the Conversion Date.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery Deadline, either (I) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, to issue and deliver to the Holder within three (3or its designee) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise), a certificate for the number of shares of Common Stock to which the Holder is entitled and register such shares of Common Stock on the Company’s share register or or, if the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, to credit the balance account of the Holder or the Holder’s or its designee’s balance account designee with DTC for such number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion of any Conversion Amount this Note (as the case may be) or (II) if the Registration Statement covering the resale of the shares of Common Stock that are the subject of the Conversion Notice (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) so notify the Holder and (y) deliver the shares of Common Stock electronically without any restrictive legend by crediting such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred as a “Notice Failure” and together with the event described in clause (I) above, a “Conversion Failure”), then, in addition to all other remedies available to the Holder, (1) the Company shall pay in cash to the Holder on each day after such third (3rd) Trading Day Share Delivery Deadline that the issuance of such shares of Common Stock is not timely effected an amount equal to 0.52% of the product of (A) the sum of the number of shares of Common Stock not issued to the Holder on a timely basis or prior to the Share Delivery Deadline and to which the Holder is entitled entitled, multiplied by (B) the Closing Sale Price any trading price of the Common Stock selected by the Holder in writing as in effect at any time during the period beginning on the Trading Day immediately preceding applicable Conversion Date and ending on the last possible date which the Company could have issued such shares of Common Stock to the Holder without violating Section 4(c)(i) applicable Share Delivery Deadline and (ii2) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 4(c)(iii3(c)(ii) or otherwise. The Holder agrees, however, that the maximum aggregate damages payable to a Holder hereunder for a Conversion Failure shall be 2% of the amount determined pursuant to the formula set forth in the immediately preceding sentence. In addition to the foregoing, if within three on or prior to the Share Delivery Deadline either (3A) Trading Days after if the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise)Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, the Company shall fail to issue and deliver a certificate to the Holder (or its designee) a certificate and register such shares of Common Stock on the Company’s share register or, if the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, the Transfer Agent shall fail to credit the balance account of the Holder or credit the Holder’s or its designee’s balance account designee with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder or pursuant to the Company’s obligation pursuant to clause (as the case may be)II) below or (B) a Notice Failure occurs, and if on or after such third (3rd) Trading Day Share Delivery Deadline 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 all or any portion of the number of shares of Common Stock issuable upon such conversion that the Holder anticipated receiving from the CompanyCompany (a “Buy-In”), then, in addition to all other remedies available to the Holder, the Company shall, within three (3) Business Days after receipt of the Holder’s request and in the Holder’s discretion, either either: (iI) 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 Stock so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such shares of Common Stock) or credit the balance account of such Holder or such Holder’s designee, as applicable, with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) (and to issue such shares of Common Stock) shall terminate, or (iiII) promptly honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such shares of Common Stock or credit the balance account of such Holder or such Holder’s balance account designee, as applicable, with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) 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 shares of Common Stock multiplied by (By) the lowest Closing Sale Price of the Common Stock on the any Trading Day immediately preceding during the period commencing on the date of the applicable Conversion DateNotice and ending on the date of such issuance and payment under this clause (II) (the “Buy-In Payment Amount”). Nothing shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) upon the conversion of this Note as required pursuant to the terms hereof. Notwithstanding anything herein to the contrary, with respect to any given Notice Failure and/or Conversion Failure, this Section 3(c)(ii) shall not apply to the Holder to the extent the Company has already paid such amounts in full to such Holder with respect to such Notice Failure and/or Conversion Failure, as applicable, pursuant to the analogous sections of the Securities Purchase Agreement.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery Deadline (as defined in the Schedule of Terms), if the Transfer Agent is not participating in The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program (“FAST”), to issue and deliver to the Holder within three each holder of Preference Shares (3a “Holder”) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise), its designee) a certificate for the number of shares of Common Stock Ordinary Shares to which the such Holder is entitled and register such shares of Common Stock Ordinary Shares on the Company’s share register or or, if the Transfer Agent is participating in FAST, to credit the such Holder’s or its designee’s balance account with DTC for such number of shares of Common Stock Ordinary Shares to which the such Holder is entitled upon the such Holder’s conversion of Preference Shares in any Conversion Amount (as defined in the Schedule of Terms) (as the case may be) (a “Conversion Failure”), then, in addition to all other remedies available to the such Holder, (1Y) the Company shall pay in cash to the Holder on each day after such third (3rd) Trading Day that the issuance of such shares of Common Stock is not timely effected an amount equal to 0.5% of the product of (A) the sum of the number of shares of Common Stock not issued to the Holder on a timely basis and to which the Holder is entitled multiplied by (B) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the last possible date which the Company could have issued such shares of Common Stock to the Holder without violating Section 4(c)(i) and (ii) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (returned, as the case may be) , all, or any portion portion, of this Note such Preference Shares that has not been converted pursuant to such Conversion Notice, ; provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 4(c)(iii10(a) or otherwise. The Holder agrees, however, that the maximum aggregate damages payable to a Holder hereunder for a Conversion Failure shall be 2% of the amount determined pursuant to the formula set forth in the immediately preceding sentence. In addition to the foregoing, if within three (3) Trading Days after on or prior to the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise)Share Delivery Deadline the Transfer Agent is not participating in FAST, the Company shall fail to issue and deliver to such Holder (or its designee) a certificate to the Holder and register such shares of Common Stock Ordinary Shares on the Company’s share register or or, if the Transfer Agent is participating in FAST, the Transfer Agent shall fail to credit the balance account of such Holder or such Holder’s or its designee’s balance account , as applicable, with DTC for the number of shares of Common Stock Ordinary Shares to which the such Holder is entitled upon the Holdersuch Hxxxxx’s conversion hereunder or pursuant to the Company’s obligation pursuant to clause (as the case may be)ii) below, and if on or after such third (3rd) Trading Day the Share Delivery Deadline such Holder purchases acquires (in an open market transaction transaction, stock loan or otherwise) shares Ordinary Shares corresponding to all or any portion of Common Stock to deliver in satisfaction the number of a sale by the Holder of shares of Common Stock Ordinary Shares issuable upon such conversion that the such Holder anticipated receiving is entitled to receive from the CompanyCompany and has not received from the Company in connection with such Conversion Failure (a “Buy-In”), then, in addition to all other remedies available to the such Holder, the Company shall, subject to applicable laws including the Corporations Act and only to the extent it is permitted to do so under any Lender Restrictions, within three two (32) Business Days after the receipt of such Holder’s request and in the such Holder’s discretion, either either: (iI) pay cash make an election to receive a payment under 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 terms of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such shares of Common Stock) shall terminatethis Agreement, or (iiII) promptly honor its obligation to so issue and deliver to the such Holder a certificate or certificates representing such shares of Common Stock Ordinary Shares or credit the balance account of such Holder or such Holder’s balance account designee, as applicable, with DTC for the number of shares of Common Stock Ordinary Shares to which the such Holder is entitled upon the such Holder’s conversion hereunder under the Schedule of Terms (as the case may be) and pay cash an amount set out in this Agreement applicable to such circumstance. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it under the Transaction Documents, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Holder in an amount equal Company’s failure to timely deliver (if required) certificates representing Ordinary Shares (or to electronically deliver such Ordinary Shares) upon the conversion of the Preference Shares as required pursuant to the excess (if anyterms hereof. Notwithstanding anything herein to the contrary, with respect to any given Conversion Failure, this Section 10(a) shall not apply to a Holder to the extent the Company has already paid such amounts in full to such Holder with respect to such Conversion Failure, as applicable, pursuant to the analogous sections of the Buy-In Price over the product of (A) such number of shares of Common Stock multiplied by (B) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the Conversion Datethis Agreement.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, fail to issue a certificate to the Holder within three (3) Trading Days after or credit the CompanyHolder’s receipt of a Conversion Notice (whether via facsimile or otherwise)balance account with DTC, a certificate as applicable, for the number of shares of Common Stock to which the Holder is entitled and register such shares of Common Stock on the Company’s share register or to credit the Holder’s or its designee’s balance account with DTC for such number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion of any Conversion Amount on or prior to the date which is three (as 3) Trading Days after the case may be) Conversion Date (a “Conversion Failure”), then, in addition to all other remedies available to the Holder, then (1A) the Company shall pay in cash damages to the Holder on for each day after such third (3rd) Trading Day that the issuance of such shares of Common Stock is not timely effected Conversion Failure in an amount equal to 0.51.5% of the product of (A1) the sum of the number of shares of Common Stock not issued to the Holder on a timely basis or prior to the Share Delivery Date and to which the Holder is entitled multiplied by entitled, and (B2) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the last possible date which the Company could have issued such shares of Common Stock to the Holder without violating Section 4(c)(i) Share Delivery Date and (iiB) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (returned, as the case may be) , any portion of this Note that has not been converted pursuant to such Conversion Notice, ; provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 4(c)(iii3(c)(iii) or otherwise. The Holder agrees, however, that the maximum aggregate damages payable to a Holder hereunder for a Conversion Failure shall be 2% of the amount determined pursuant to the formula set forth in the immediately preceding sentence. In addition to the foregoing, if within three (3) Trading Days after the Company’s receipt of the facsimile copy of a Conversion Notice (whether via facsimile or otherwise)Notice, the Company shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company’s share register or credit the Holder’s or its designee’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holdersuch holder’s conversion hereunder (as the case may be)of any Conversion Amount, and if on or after such third (3rd) Trading Day 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 issuable upon such conversion that the Holder anticipated receiving from the CompanyCompany (a “Buy-In”), then, in addition to all other remedies available to the Holder, then the Company shall, within three five (35) Business Trading 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 Stock so purchased (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 or credit the Holder’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) 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 multiplied by Stock, times (B) the Closing Sale Bid Price of the Common Stock on the Trading Day immediately preceding the Conversion Date.

Company’s Failure to Timely Convert. If In the event the Company shall fail, (x) fail for any reason or for no reasonreason (other than as a result of a delay caused by such holder’s broker or agent, to issue but in such case, only to the Holder within three extent and for such period of time that such broker or agent’s action or inaction is the direct cause of such delay) to (3A) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise), a certificate for the number of shares of Common Stock to which the Holder is entitled and register such shares of Common Stock on the Company’s share register or to credit the Holder’s or its designeeholder’s balance account with DTC for such number of shares of Common Stock to which the Holder holder is entitled upon such exercise, (B) issue and deliver to a holder a certificate for the number of shares of Common Stock to which the holder is entitled upon the Holder’s conversion of Preferred Shares, or (C) issue electronically in the name of the holder or its designee through the Direct Registration System (DRS) of DTC such number of shares of Common Stock to which the holder is entitled upon such conversion, in any Conversion Amount such case on or prior to the Share Delivery Date, or (y) after the applicable SEC Effective Date, or at such other time as the case may be) Unrestricted Conditions have been met, issue any such shares of Common Stock bearing, or otherwise being subject to, the 1933 Act Legend, then the Company shall pay, as partial liquidated damages (but not as a “Conversion Failure”), then, penalty and in addition to all other available remedies available which such holder may pursue hereunder and under the Securities Purchase Agreement (including indemnification pursuant to the HolderSection 8 thereof)), (1) the Company shall pay in cash to the Holder such holder on each day (I) after the Share Delivery Date that such third conversion is not timely effected, in the case of clause (3rdx) Trading Day above, or (II) that the issuance of such shares of Common Stock is not timely effected bear, or are otherwise subject to, the 1933 Act Legend, in the case of clause (y) above, in an amount equal to 0.50.25% of the product of (AX) the sum of the number of shares of Common Stock not issued to the Holder holder on a timely basis pursuant to Section 2(e)(ii) and to which the Holder such holder is entitled multiplied by (Bor which bear, or are otherwise subject to, the 1933 Act Legend, as applicable) and (Y) the Closing Sale Weighted Average Price of the Common Stock on the Trading Day immediately preceding the last possible date which the Company could have issued such Common Stock to such holder without violating Section 2(e)(ii). Alternatively, (a) subject to the dispute resolution provisions of Section 2(e)(iii), at the election of the holder made in the holder’s sole discretion, the Company shall pay to the holder, in lieu of the partial liquidated damages referred to in the preceding sentence (but not as a penalty and in addition to all other available remedies which such holder may pursue hereunder and under the Securities Purchase Agreement (including indemnification pursuant to Section 8 thereof)), 110% of the amount by which (1) the holder’s total purchase price (including brokerage commissions, if any) for shares of Common Stock purchased to make delivery in satisfaction of a sale by the holder of the shares of Common Stock to which the Holder without violating Section 4(c)(i) and holder is entitled but has not received upon conversion (iior which bear, or are otherwise subject to, the 1933 Act Legend), exceeds (2) the Holder, upon written notice to net proceeds received by the Company, may void its Conversion Notice with respect to, and retain or have returned (as holder from the case may be) any portion of this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 4(c)(iii) or otherwise. The Holder agrees, however, that the maximum aggregate damages payable to a Holder hereunder for a Conversion Failure shall be 2% sale of the amount determined pursuant to the formula set forth in the immediately preceding sentence. In addition to the foregoing, if within three (3) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise), the Company shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company’s share register or credit the Holder’s or its designee’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled but has not received upon such exercise (or which bear, or are otherwise subject to, the Holder’s conversion hereunder (as the case may be1933 Act Legend), and if on or after (b) at the option of such third (3rd) Trading Day 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 issuable upon such conversion that the Holder anticipated receiving from the Company, then, in addition to all other remedies available to the Holder, the Company shall, within three (3) Business Days after the Holder’s request and in the Holder’s discretionholder, either (i) pay cash such conversion of Preferred Shares shall be cancelled and the Company shall reinstate such Preferred Shares and the related number of Conversion Shares with respect 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 Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such shares of Common Stock) shall terminateconversion, or (ii) promptly honor its obligation to the Company shall deliver to the Holder a certificate or certificates representing such shares of Common Stock or credit the Holder’s balance account with DTC for holder the number of shares of Common Stock to which Conversion Shares that would have been issued had the Holder is entitled upon the Holder’s Company timely complied with its conversion hereunder (as the case may be) 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 multiplied by (B) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the Conversion Datedelivery obligations hereunder.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, to issue to the Holder within three five (35) Trading Days after business days of the Company’s 's receipt of an executed copy of a Voluntary Conversion Notice (whether via facsimile so long as the applicable Series A Preferred certificates, if any, and original Voluntary Conversion Notice are received by the Company on or otherwisebefore such third business day), the Transfer Agent shall fail to issue and deliver to a certificate for holder the number of shares of Common Stock to which the Holder such holder is entitled and register upon such shares holder's conversion of Common Stock on the Company’s share register Series A Preferred or to credit issue a new Preferred Stock Certificate representing the Holder’s or its designee’s balance account with DTC for such number of shares of Common Stock Series A Preferred to which the Holder such holder is entitled upon the Holder’s conversion of any Conversion Amount (as the case may be) (a “Voluntary Conversion Failure”), then, in addition to all other available remedies available to the Holderwhich such holder may pursue hereunder, (1) the Company shall pay in cash additional damages to the Holder such holder on each day business week after such third fifth (3rd5th) Trading Day business day that the issuance of such shares of Common Stock conversion is not timely effected (so long as the applicable Preferred Stock Certificates and original Voluntary Conversion Notice are received by the Company on or before such fifth business day) in an amount equal to 0.5% of the product of (A) the sum of the number of shares of Common Stock Conversion Shares not issued to the Holder holder on a timely basis pursuant to Section 4(c)(i) and to which the Holder such holder is entitled multiplied by (B) and, in the Closing Sale Price event the Company has failed to deliver a Preferred Stock Certificate to the holder on a timely basis pursuant to Section 4(c)(i), the number of shares of Conversion Shares issuable upon conversion of the Common Stock on the Trading Day immediately preceding shares of Series A Preferred represented by such Series A Preferred certificate, as of the last possible date which the Company could have issued such shares of Common Stock Series A Preferred certificate to the Holder such holder without violating Section 4(c)(i) and (ii) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 4(c)(iii) or otherwise. The Holder agrees, however, that the maximum aggregate damages payable to a Holder hereunder for a Conversion Failure shall be 2% of the amount determined pursuant to the formula set forth in the immediately preceding sentence. In addition to the foregoing, if within three (3) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise), the Company shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company’s share register or credit the Holder’s or its designee’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be), and if on or after such third (3rd) Trading Day 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 issuable upon such conversion that the Holder anticipated receiving from the Company, then, in addition to all other remedies available to the Holder, 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 Stock so purchased (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 or credit the Holder’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) 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 multiplied by (B) the Closing Sale Bid and Ask Price (as defined below) of the Common Stock on the Trading Day immediately preceding last possible date which the Company could have issued the Conversion DateShares and such Series A Preferred certificate, as the case may be, to such holder without violating Section 4(c)(i). If the Company fails to pay the additional damages set forth in this Section 4(c)(iv) within seven (7) business days of the date incurred, then such payment shall bear interest at the rate of 1.0% per month (pro rated for partial months) until such payments are made.

Company’s Failure to Timely Convert. If at any time from and after the issue date of the Notes, the Company shall fail, for any reason or for no reason, to issue on or prior to the Holder within three second (32nd) Trading Days Day after receipt of the applicable Conversion Notice (the “Share Delivery Deadline”), either (I) if the Company’s receipt of a Conversion Notice stock transfer agent (whether via facsimile the “Transfer Agent”) is not participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, to issue and deliver to such Holder (or otherwise), its designee) a certificate for the number of shares of Common Stock to which the such Holder is entitled and register such shares of Common Stock on the Company’s share register or or, if the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, to credit the such Holder’s or its designee’s balance account with DTC for such number of shares of Common Stock to which the such Holder is entitled upon the such Holder’s conversion of such portion of the applicable Note or (II) after the initial effective date of the registration statement filed pursuant to the Subscription Agreement, if the registration statement covering the resale of the shares of Common Stock that are the subject of the Conversion Notice (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares and the Company fails to promptly, but in no event later than as required pursuant to the Subscription Agreement (x) notify such Holder and (y) deliver the shares of Common Stock electronically without any Conversion Amount restrictive legend by crediting such aggregate number of shares of Common Stock to which such Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred as the case may be) (a “Conversion Notice Failure” and together with the event described in clause (I) above, a “Delivery Failure”), then, in addition to all other remedies available to the such Holder, (1X) the Company shall pay in cash to the such Holder on each day after such third (3rd) Trading Day the Share Delivery Deadline that the issuance of such shares of Common Stock is not timely effected an amount equal to 0.51% of the product of (A) the sum of the number of shares of Common Stock not issued to the such Holder on a timely basis or prior to the Share Delivery Deadline and to which the such Holder is entitled entitled, multiplied by (B) the Closing Sale Price any trading price of the Common Stock selected by such Holder in writing as in effect at any time during the period beginning on the Trading Day immediately preceding applicable date of such Conversion Notice and ending on the last possible date which the Company could have issued such shares of Common Stock to the Holder without violating Section 4(c)(i) applicable Share Delivery Deadline, and (iiY) the such Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (returned, as the case may be) , all, or any portion portion, of this Note such Notes that has not been converted pursuant to such Conversion Notice, ; provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 4(c)(iii) 6.12 or otherwise. The Holder agrees, however, that the maximum aggregate damages payable to a Holder hereunder for a Conversion Failure shall be 2% of the amount determined pursuant to the formula set forth in the immediately preceding sentence. In addition to the foregoing, if within three (3) Trading Days from and after the Company’s receipt issue date of a Conversion Notice the Notes, if on or prior to the Share Delivery Deadline either (whether via facsimile or otherwise)A) the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, the Company shall fail to issue and deliver to such Holder (or its designee) a certificate to the Holder and register such shares of Common Stock on the Company’s share register or or, if the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, the Transfer Agent shall fail to credit the balance account of such Holder or such Holder’s or its designee’s balance account , as applicable, with DTC for the number of shares of Common Stock to which the such Holder is entitled upon the such Holder’s conversion hereunder or pursuant to the Company’s obligation pursuant to clause (as the case may be)ii) below or (B) a Notice Failure occurs, and if on or after such third (3rd) Trading Day the Share Delivery Deadline such Holder purchases (in an open market transaction or otherwise) shares of Common Stock corresponding to deliver in satisfaction all or any portion of a sale by the Holder number of shares of Common Stock issuable upon such conversion that the such Holder anticipated receiving is entitled to receive from the CompanyCompany and has not received from the Company in connection with such Delivery Failure or Notice Failure, as applicable (a “Buy-In”), then, in addition to all other remedies available to the such Holder, the Company shall, within three two (32) Business Days after the receipt of such Holder’s request and in the such Holder’s discretion, either either: (iI) 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 expenses, if any) for the shares of Common Stock so purchased (including, without limitation, by any other Person in respect, or on behalf, of such Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such shares of Common Stock) or credit to the balance account of such Holder or such Holder’s designee, as applicable, with DTC for the number of shares of Common Stock to which such Holder is entitled upon such Holder’s conversion hereunder (as the case may be) (and to issue such shares of Common Stock) shall terminate, or (ii) promptly honor its obligation to so issue and deliver to the such Holder a certificate or certificates representing such shares of Common Stock or credit the balance account of such Holder or such Holder’s balance account designee, as applicable, with DTC for the number of shares of Common Stock to which the such Holder is entitled upon the such Holder’s conversion hereunder (as the case may be) 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 (Ax) such number of shares of Common Stock multiplied by (By) the lowest Closing Sale Price of the Common Stock on the any Trading Day immediately preceding during the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payment under this clause (ii). Nothing herein shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) upon the conversion of this Note as required pursuant to the terms hereof. Neither the Trustee nor the Conversion Date.Agent has any duty to determine whether a Notice Failure, Delivery Failure or Buy-In has occurred, calculate or verify the calculations of Buy-In Price or notify Holders of any of the foregoing. Table of Contents

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, to issue to the a Holder within three two (32) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise) (the “Share Delivery Deadline”), a certificate for the number of shares of Common Stock to which the such Holder is entitled and register such shares of Common Stock on the Company’s share register or to credit the such Holder’s or its designee’s balance account with DTC for such number of shares of Common Stock to which the such Holder is entitled upon the such Holder’s conversion of any Conversion Amount part of the Note (as the case may be) (a “Conversion Failure”), then, in addition to all other remedies available to the such Holder, (1) the Company shall pay in cash to the Holder on each day after such third (3rd) Trading Day that the issuance of such shares of Common Stock is not timely effected an amount equal to 0.5% of the product of (A) the sum of the number of shares of Common Stock not issued to the Holder on a timely basis and to which the Holder is entitled multiplied by (B) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the last possible date which the Company could have issued such shares of Common Stock to the Holder without violating Section 4(c)(i) and (ii) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (keep the Note as the case may be) any portion of this Note that has if such Conversion Notice had not been converted pursuant delivered to such Conversion Noticethe Company, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 4(c)(iii) or otherwise. The Holder agrees, however, that the maximum aggregate damages payable to a Holder hereunder for a Conversion Failure shall be 2% terms of the amount determined pursuant to Note and its amendments. Immediately following the formula set forth in the immediately preceding sentence. In addition to the foregoing, if within three (3) Trading Days after the Company’s receipt voiding of a Conversion Notice (whether via facsimile or otherwise)as aforesaid, the Company Conversion Price of the Conversion Amount returned or retained by such Holder for failure to timely convert shall fail to issue and deliver a certificate be adjusted to the Holder and register such shares lesser of Common Stock on the Company’s share register or credit the Holder’s or its designee’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be), and if on or after such third (3rd) Trading Day 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 issuable upon such conversion that the Holder anticipated receiving from the Company, then, in addition to all other remedies available to the Holder, the Company shall, within three (3) Business Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash the Conversion Price relating to the Holder in an amount equal to the Holder’s total purchase price voided Conversion Notice and (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (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 or credit the Holder’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) 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 multiplied by (BII) the Closing Sale Price lowest average VWAP of the Common Stock during the period beginning on the Trading Day immediately preceding Conversion Date and ending on the date such Holder voids the Conversion DateNotice, subject to further adjustment as provided herein.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery Deadline, either (I) if the Transfer Agent is not participating in FAST, to issue and deliver to the Holder within three (3or its designee) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise), a certificate for the number of shares of Common Stock to which the Holder is entitled and register such shares of Common Stock on the Company’s share register or or, if the Transfer Agent is participating in FAST, to credit the balance account of the Holder or the Holder’s or its designee’s balance account designee with DTC for such number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion of any Conversion Amount this Note (as the case may be) and such failure is not cured within two (2) Trading Days or (II) if the Registration Statement covering the resale of the shares of Common Stock that are the subject of the Conversion Notice (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) so notify the Holder and (y) deliver the shares of Common Stock electronically without any restrictive legend by crediting such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal At Custodian system and such failure is not cured within two (2) Trading Days (the event described in the immediately foregoing clause (II) is hereinafter referred as a “Notice Failure” and together with the event described in clause (I) above, a “Conversion Failure”), then, in addition to all other remedies available to the Holder, (1) the Company shall pay in cash to the Holder on each day after such third (3rd) Trading Day Share Delivery Deadline that the issuance of such shares of Common Stock is not timely effected an amount equal to 0.51% of the product of (A) the sum of the number of shares of Common Stock not issued to the Holder on a timely basis or prior to the Share Delivery Deadline and to which the Holder is entitled entitled, multiplied by (B) the Closing Sale Price any trading price of the Common Stock selected by the Holder in writing as in effect at any time during the period beginning on the Trading Day immediately preceding applicable Conversion Date and ending on the last possible date which the Company could have issued such shares of Common Stock to the Holder without violating Section 4(c)(i) applicable Share Delivery Deadline and (ii2) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 4(c)(iii3(c)(ii) or otherwise. The Holder agrees, however, that the maximum aggregate damages payable to a Holder hereunder for a Conversion Failure shall be 2% of the amount determined pursuant to the formula set forth in the immediately preceding sentence. In addition to the foregoing, if within three on or prior to the Share Delivery Deadline either (3A) Trading Days after if the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise)Transfer Agent is not participating in FAST, the Company shall fail to issue and deliver a certificate to the Holder (or its designee) a certificate and register such shares of Common Stock on the Company’s share register or, if the Transfer Agent is participating in FAST, the Transfer Agent shall fail to credit the balance account of the Holder or the Holder’s designee with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder or pursuant to the Company’s obligation pursuant to clause (II) below or (B) a Notice Failure occurs, and if on or after such Share Delivery Deadline the Holder acquires (in an open market transaction, stock loan or otherwise) shares of Common Stock corresponding to all or any portion of the number of shares of Common Stock issuable upon such conversion that the Holder is entitled to receive from the Company and has not received from the Company in connection with such Conversion Failure or Notice Failure, as applicable (a “Buy-In”), then, in addition to all other remedies available to the Holder, the Company shall, within two (2) Business Days after receipt of 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, stock loan costs and other out-of-pocket expenses, if any) for the shares of Common Stock so acquired (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such shares of Common Stock) or credit the balance account of such Holder or such Holder’s or its designee’s balance account , as applicable, with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be), and if on or after such third (3rd) Trading Day 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 issuable upon such conversion that the Holder anticipated receiving from the Company, then, in addition to all other remedies available to the Holder, 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 Stock so purchased (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 (iiII) promptly honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such shares of Common Stock or credit the balance account of such Holder or such Holder’s balance account designee, as applicable, with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) 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 shares of Common Stock multiplied by (By) the lowest Closing Sale Price of the Common Stock on the any Trading Day immediately preceding during the period commencing on the date of the applicable Conversion DateNotice and ending on the date of such issuance and payment under this clause (II) (the “Buy-In Payment Amount”). Nothing shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) upon the conversion of this Note as required pursuant to the terms hereof.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery Deadline, if the Transfer Agent is not participating in FAST, to issue and deliver to the Holder within three (3or its designee) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise), a certificate for the number of shares of Common Stock to which the Holder is entitled and register such shares of Common Stock on the Company’s share register or or, if the Transfer Agent is participating in FAST, to credit the balance account of the Holder or the Holder’s or its designee’s balance account designee with DTC for such number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion of any Conversion Amount this Note (as the case may be) (a “Conversion Failure”), then, in addition to all other remedies available to the Holder, (1) the Company shall pay in cash to the Holder on each day after such third (3rd) Trading Day Share Delivery Deadline that the issuance of such shares of Common Stock is not timely effected an amount equal to 0.5% one percent (1%) of the product of (A) the sum of the number of shares of Common Stock not issued to the Holder on a timely basis or prior to the Share Delivery Deadline and to which the Holder is entitled entitled, multiplied by (B) the Closing Sale Price any trading price of the Common Stock selected by the Holder in writing as in effect at any time during the period beginning on the Trading Day immediately preceding applicable Conversion Date and ending on the last possible date which the Company could have issued such shares of Common Stock to the Holder without violating Section 4(c)(i) applicable Share Delivery Deadline and (ii2) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 4(c)(iii3(c)(ii) or otherwise. The Holder agrees, however, that the maximum aggregate damages payable to a Holder hereunder for a Conversion Failure shall be 2% of the amount determined pursuant to the formula set forth in the immediately preceding sentence. In addition to the foregoing, if within three (3) Trading Days after on or prior to the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise)Share Delivery Deadline if the Transfer Agent is not participating in FAST, the Company shall fail to issue and deliver a certificate to the Holder (or its designee) a certificate and register such shares of Common Stock on the Company’s share register or, if the Transfer Agent is participating in FAST, the Transfer Agent shall fail to credit the balance account of the Holder or the Holder’s designee with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder or pursuant to the Company’s obligation pursuant to clause (II) below, and if on or after such Share Delivery Deadline the Holder acquires (in an open market transaction, stock loan or otherwise) shares of Common Stock corresponding to all or any portion of the number of shares of Common Stock issuable upon such conversion that the Holder is entitled to receive from the Company and has not received from the Company in connection with such Conversion Failure (a “Buy-In”), then, in addition to all other remedies available to the Holder, the Company shall, within two (2) Business Days after receipt of 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, stock loan costs and other out-of-pocket expenses, if any) for the shares of Common Stock so acquired (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such shares of Common Stock) or credit the balance account of such Holder or such Holder’s or its designee’s balance account , as applicable, with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be), and if on or after such third (3rd) Trading Day 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 issuable upon such conversion that the Holder anticipated receiving from the Company, then, in addition to all other remedies available to the Holder, 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 Stock so purchased (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 (iiII) promptly honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such shares of Common Stock or credit the balance account of such Holder or such Holder’s balance account designee, as applicable, with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) 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 shares of Common Stock multiplied by (By) the lowest Closing Sale Price of the Common Stock on the any Trading Day immediately preceding during the period commencing on the date of the applicable Conversion DateNotice and ending on the date of such issuance and payment under this clause (II) (the “Buy-In Payment Amount”). Nothing shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) upon the conversion of this Note as required pursuant to the terms hereof.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, fail within three business days after the Share Delivery Date (as defined in the Note) to issue and deliver a certificate to the Holder within three (3) Trading Days after Purchaser, if the Company’s receipt of a Conversion Notice (whether via facsimile Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, or otherwise)credit the Purchaser's balance account with DTC, a certificate if the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, for the number of shares of Common Stock to which the Holder is entitled and register such shares of Common Stock on the Company’s share register or to credit the Holder’s or its designee’s balance account with DTC for such number of shares of Common Stock to which the Holder Purchaser is entitled upon the Holder’s Purchaser's conversion of any Conversion Amount (as the case may be) (a “"Conversion Failure”"), then, in addition to all other remedies available to then the Holder, (1) the Company shall pay in cash to the Holder on each day after such third (3rd) Trading Day that the issuance of such shares of Common Stock is not timely effected an amount equal to 0.5% of the product of (A) the sum of the number of shares of Common Stock not issued to the Holder on a timely basis and to which the Holder is entitled multiplied by (B) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the last possible date which the Company could have issued such shares of Common Stock to the Holder without violating Section 4(c)(i) and (ii) the HolderPurchaser, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (returned, as the case may be) , any portion of this Note that has not been converted pursuant to such Conversion Notice, Notice (as defined in the Note); provided that the voiding of a Conversion Notice shall not affect the Company’s 's obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 4(c)(iii3(c)(ii) or otherwise. The Holder agrees, however, that the maximum aggregate damages payable to a Holder hereunder for a Conversion Failure shall be 2% of the amount determined pursuant to the formula set forth in the immediately preceding sentence. In addition to the foregoing, if within three (3) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise), the Company shall fail , after using reasonable efforts to cause the transfer agent on or prior to the Share Delivery Date to issue and deliver a certificate to the Holder and register such shares of Common Stock on Purchaser, if the Company’s share register Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, or credit the Holder’s or its designee’s Purchaser's balance account with DTC, if the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, for the number of shares of Common Stock to which the Holder Purchaser is entitled upon the Holder’s Purchaser's conversion hereunder of any Conversion Amount or on any date of the Company's obligation to deliver shares of Common Stock as contemplated pursuant to clause (as the case may be)y) below, and if on or after such third (3rd) Trading Day the Holder Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of shares Purchaser of Common Stock issuable upon such conversion that the Holder Purchaser anticipated receiving from the CompanyCompany (a "Buy-In"), then, in addition to all other remedies available to the Holder, then the Company shall, within three (3) Business Trading Days after the Holder’s Purchaser's request and in the Holder’s Purchaser's discretion, either (ix) pay cash to the Holder Purchaser in an amount equal to the Holder’s Purchaser's total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (the “"Buy-In Price”"), at which point the Company’s 's obligation to issue and deliver such certificate (and to issue such or credit the Purchaser's balance account with DTC for the shares of Common Stock) Stock to which the Purchaser is entitled upon the Purchaser's conversion of the applicable Conversion Amount shall terminate, or (iiy) promptly honor its obligation to deliver to the Holder Purchaser a certificate or certificates representing such shares of Common Stock or credit the Holder’s Purchaser's balance account with DTC for the number of such shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) and pay cash to the Holder Purchaser 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 multiplied by Stock, times (B) the Closing Sale Bid Price of the Common Stock on the Trading Day immediately preceding the Conversion Date.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, to issue to the Holder within three (3) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise), a certificate for the number of shares of Common Stock to which the Holder is entitled and register such shares of Common Stock on the Company’s share register or to credit the Holder’s or its designee’s balance account with DTC for such number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion of any Conversion Amount (as the case may be) (a “Conversion Failure”), then, in addition to all other remedies available to the Holder, (1) the Company shall pay in cash to the Holder on each day after such third (3rd) Trading Day that the issuance of such shares of Common Stock is not timely effected an amount equal to 0.5% of the product of (A) the sum of the number of shares of Common Stock not issued to the Holder on a timely basis and to which the Holder is entitled multiplied by (B) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the last possible date which the Company could have issued such shares of Common Stock to the Holder without violating Section 4(c)(i) and (ii) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 4(c)(iii) or otherwise. The Holder agrees, however, that the maximum aggregate damages payable to a Holder hereunder for a Conversion Failure shall be 2% of the amount determined pursuant to the formula set forth in the immediately preceding sentence. In addition to the foregoing, if within three (3) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise), the Company shall fail to issue and deliver a certificate to the such Holder and register such shares of Common Stock on the Company’s share register or credit the such Holder’s or its designee’s balance account with DTC for the number of shares of Common Stock to which the such Holder is entitled upon the such Holder’s conversion hereunder (as the case may be), and if on or after such third (3rd) Trading Day the such Holder (or any other Person in respect, or on behalf, of such Holder) purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Holder of all or any portion of the Holder number of shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, issuable upon such conversion that the such Holder so anticipated receiving from the Company, then, in addition to all other remedies available to the such Holder, 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 expenses, if any) for the shares of Common Stock so purchased (including, without limitation, by any other Person in respect, or on behalf, of such Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate or credit such Holder’s balance account with DTC for the number of shares of Common Stock to which such Holder is entitled upon such Holder’s conversion hereunder (as the case may be) (and to issue such shares of Common Stock) shall terminate, or (ii) promptly honor its obligation to so issue and deliver to the such Holder a certificate or certificates representing such shares of Common Stock or credit the such Holder’s balance account with DTC for the number of shares of Common Stock to which the such Holder is entitled upon the such Holder’s conversion hereunder (as the case may be) 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 Stock multiplied by (B) the lowest Closing Sale Price of the Common Stock on the any Trading Day immediately preceding during the period commencing on the date of the applicable Conversion DateNotice and ending on the date of such issuance and payment under this clause (ii).

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery Deadline, either (I) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, to issue and deliver to the Holder within three (3or its designee) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise), a certificate for the number of shares of Common Stock to which the Holder is entitled and register such shares of Common Stock on the Company’s share register or or, if the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, to credit the balance account of the Holder or the Holder’s or its designee’s balance account designee with DTC for such number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion of any Conversion Amount this Note (as the case may be) or (II) if the Registration Statement covering the resale of the shares of Common Stock that are the subject of the Conversion Notice (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) so notify the Holder and (y) deliver the shares of Common Stock electronically without any restrictive legend by crediting such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred as a “Notice Failure” and together with the event described in clause (I) above, a “Conversion Failure”), then, in addition to all other remedies available to the Holder, (1) the Company shall pay in cash to the Holder on each day after such third (3rd) Trading Day Share Delivery Deadline that the issuance of such shares of Common Stock is not timely effected an amount equal to 0.52% of the product of (A) the sum of the number of shares of Common Stock not issued to the Holder on a timely basis or prior to the Share Delivery Deadline and to which the Holder is entitled entitled, multiplied by (B) the Closing Sale Price any trading price of the Common Stock selected by the Holder in writing as in effect at any time during the period beginning on the Trading Day immediately preceding applicable Conversion Date and ending on the last possible date which the Company could have issued such shares of Common Stock to the Holder without violating Section 4(c)(i) applicable Share Delivery Deadline and (ii2) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 4(c)(iii3(c)(ii) or otherwise. The Holder agrees, however, that the maximum aggregate damages payable to a Holder hereunder for a Conversion Failure shall be 2% of the amount determined pursuant to the formula set forth in the immediately preceding sentence. In addition to the foregoing, if within three on or prior to the Share Delivery Deadline either (3A) Trading Days after if the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise)Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, the Company shall fail to issue and deliver a certificate to the Holder (or its designee) a certificate and register such shares of Common Stock on the Company’s share register or, if the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, the Transfer Agent shall fail to credit the balance account of the Holder or credit the Holder’s or its designee’s balance account designee with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder or pursuant to the Company’s obligation pursuant to clause (as the case may be)II) below or (B) a Notice Failure occurs, and if on or after such third (3rd) Trading Day Share Delivery Deadline the Holder purchases (in an open market transaction or otherwise) shares of Common Stock corresponding to deliver in satisfaction all or any portion of a sale by the Holder number of shares of Common Stock issuable upon such conversion that the Holder anticipated receiving is entitled to receive from the CompanyCompany and has not received from the Company in connection with such Conversion Failure or Notice Failure, as applicable (a “Buy-In”), then, in addition to all other remedies available to the Holder, the Company shall, within three two (32) Business Days after receipt of the Holder’s request and in the Holder’s discretion, either either: (iI) 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 Stock so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such shares of Common Stock) or credit the balance account of such Holder or such Holder’s designee, as applicable, with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) (and to issue such shares of Common Stock) shall terminate, or (iiII) promptly honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such shares of Common Stock or credit the balance account of such Holder or such Holder’s balance account designee, as applicable, with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) 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 shares of Common Stock multiplied by (By) the lowest Closing Sale Price of the Common Stock on the any Trading Day immediately preceding during the period commencing on the date of the applicable Conversion DateNotice and ending on the date of such issuance and payment under this clause (II) (the “Buy-In Payment Amount”). Nothing shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) upon the conversion of this Note as required pursuant to the terms hereof.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, to issue to the a Holder within three (3) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise) (the “Share Delivery Deadline”), a certificate for the number of shares of Common Stock to which the such Holder is entitled and register such shares of Common Stock on the Company’s share register or to credit the such Holder’s or its designee’s balance account with DTC for such number of shares of Common Stock to which the such Holder is entitled upon the such Holder’s conversion of any Conversion Amount Preferred Shares (as the case may be) (a “Conversion Failure”), then, in addition to all other remedies available to the such Holder, (1) the Company shall pay in cash to the Holder on each day after such third (3rd) Trading Day that the issuance of such shares of Common Stock is not timely effected an amount equal to 0.5% of the product of (A) the sum of the number of shares of Common Stock not issued to the Holder on a timely basis and to which the Holder is entitled multiplied by (B) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the last possible date which the Company could have issued such shares of Common Stock to the Holder without violating Section 4(c)(i) and (ii) the Holder, upon written notice to the Company, (x) may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this Note Preferred Shares that has have not been converted pursuant to such Holder’s Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to the terms of this Section 4(c)(iiiCertificate of Designations or otherwise and (y) or otherwise. The the Company shall pay in cash to such Holder agrees, however, on each day after such third (3rd) Trading Day that the maximum aggregate damages payable issuance of such shares of Common Stock is not timely effected an amount equal to a Holder hereunder for a Conversion Failure shall be 21.5% of the amount determined pursuant product of (A) the aggregate number of shares of Common Stock not issued to such Holder on a timely basis and to which the Holder is entitled and (B) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the last possible date on which the Company could have issued such shares of Common Stock to the formula set forth in the immediately preceding sentenceHolder without violating Section 4(c). In addition to the foregoing, if within three (3) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise), the Company shall fail to issue and deliver a certificate to the such Holder and register such shares of Common Stock on the Company’s share register or credit the such Holder’s or its designee’s balance account with DTC for the number of shares of Common Stock to which the such Holder is entitled upon the such Holder’s conversion hereunder (as the case may be), and if on or after such third (3rd) Trading Day the such Holder (or any other Person in respect, or on behalf, of such Holder) purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Holder of all or any portion of the Holder number of shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, issuable upon such conversion that the such Holder so anticipated receiving from the Company, then, in addition to all other remedies available to the such Holder, 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 expenses, if any) for the shares of Common Stock so purchased (including, without limitation, by any other Person in respect, or on behalf, of such Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate or credit such Holder’s balance account with DTC for the number of shares of Common Stock to which such Holder is entitled upon such Holder’s conversion hereunder (as the case may be) (and to issue such shares of Common Stock) shall terminate, or (ii) promptly honor its obligation to so issue and deliver to the such Holder a certificate or certificates representing such shares of Common Stock or credit the such Holder’s balance account with DTC for the number of shares of Common Stock to which the such Holder is entitled upon the such Holder’s conversion hereunder (as the case may be) 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 Stock multiplied by (B) the lowest Closing Sale Price of the Common Stock on the any Trading Day immediately preceding during the period commencing on the date of the applicable Conversion DateNotice and ending on the date of such issuance and payment under this clause (ii).

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery Deadline, either (I) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program or the Required Unrestricted Conditions are not satisfied, to issue and deliver to the Holder within three (3or its designee) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise), a certificate for the number of shares of Common Stock Shares to which the Holder is entitled and register such shares of Common Stock Shares on the Company’s share register or or, if the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program and the Required Unrestricted Conditions are satisfied, to credit the balance account of the Holder or the Holder’s or its designee’s balance account designee with DTC for such number of shares of Common Stock Shares to which the Holder is entitled upon the Holder’s conversion of any Conversion Amount this Note (as the case may be) or (II) if after the Effective Date (as defined in the Registration Rights Agreement), the Registration Statement covering the resale of the Common Shares that are the subject of the Conversion Notice (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) so notify the Holder and (y) deliver the Common Shares electronically without any restrictive legend by crediting such aggregate number of Common Shares to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred as a “Notice Failure” and together with the event described in clause (I) above, a “Conversion Failure”), then, in addition to all other remedies available to the Holder, (1) the Company shall pay in cash to the Holder on each day after such third (3rd) Trading Day Share Delivery Deadline that the issuance of such shares of Common Stock Shares is not timely effected an amount equal to 0.51.00% of the product of (A) the sum of the number of shares of Common Stock Shares not issued to the Holder on a timely basis or prior to the Share Delivery Deadline and to which the Holder is entitled entitled, multiplied by (B) the Closing Sale Price any trading price of the Common Stock Shares selected by the Holder in writing as in effect at any time during the period beginning on the Trading Day immediately preceding applicable Conversion Date and ending on the last possible date which the Company could have issued such shares of Common Stock to the Holder without violating Section 4(c)(i) applicable Share Delivery Deadline and (ii2) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 4(c)(iii3(c)(ii) or otherwise. The Holder agrees, however, that the maximum aggregate damages payable to a Holder hereunder for a Conversion Failure shall be 2% of the amount determined pursuant to the formula set forth in the immediately preceding sentence. In addition to the foregoing, if within three on or prior to the Share Delivery Deadline either (3A) Trading Days after if the Company’s receipt of a Conversion Notice (whether via facsimile Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program or otherwise)the Required Unrestricted Conditions are not satisfied, the Company shall fail to issue and deliver a certificate to the Holder (or its designee) a certificate and register such shares of Common Stock Shares on the Company’s share register or, if the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program and the Required Unrestricted Conditions are satisfied, the Transfer Agent shall fail to credit the balance account of the Holder or credit the Holder’s or its designee’s balance account designee with DTC for the number of shares of Common Stock Shares to which the Holder is entitled upon the Holder’s conversion hereunder or pursuant to the Company’s obligation pursuant to clause (as the case may be)II) below or (B) a Notice Failure occurs, and if on or after such third (3rd) Trading Day Share Delivery Deadline the Holder purchases (in an open market transaction or otherwise) shares Common Shares corresponding to all or any portion of the number of Common Stock to deliver in satisfaction of a sale by the Holder of shares of Common Stock Shares issuable upon such conversion that the Holder anticipated receiving is entitled to receive from the CompanyCompany and has not received from the Company in connection with such Conversion Failure or Notice Failure, as applicable (a “Buy-In”), then, in addition to all other remedies available to the Holder, the Company shall, within three two (32) Business Days after receipt of the Holder’s request and in the Holder’s discretion, either either: (iI) 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 Stock Shares so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such shares Common Shares) or credit the balance account of such Holder or such Holder’s designee, as applicable, with DTC for the number of Common StockShares to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) (and to issue such Common Shares) shall terminate, or (iiII) promptly honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such shares of Common Stock Shares or credit the balance account of such Holder or such Holder’s balance account designee, as applicable, with DTC for the number of shares of Common Stock Shares to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) 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 shares of Common Stock Shares multiplied by (By) the lowest Closing Sale Price of the Common Stock Shares on any Trading Day during the period commencing on the Trading Day immediately preceding date of the applicable Conversion DateNotice and ending on the date of such issuance and payment under this clause (II) (the “Buy-In Payment Amount”). Nothing shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing Common Shares (or to electronically deliver such Common Shares) upon the conversion of this Note as required pursuant to the terms hereof. Notwithstanding anything herein to the contrary, with respect to any given Notice Failure and/or Conversion Failure, this Section 3(c)(ii) shall not apply to the Holder to the extent the Company has already paid such amounts in full to such Holder with respect to such Notice Failure and/or Conversion Failure, as applicable, pursuant to the analogous sections of the Securities Purchase Agreement.

Company’s Failure to Timely Convert. If at any time from and after the issue date of the Notes, the Company shall fail, for any reason or for no reason, to issue on or prior to the Holder within three second (32nd) Trading Days Day after receipt of the applicable Conversion Notice of Conversion (the “Share Delivery Deadline”), either (I) if the Company’s receipt of a Conversion Notice stock transfer agent (whether via facsimile the “Transfer Agent”) is not participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, to issue and deliver to such Holder (or otherwise), its designee) a certificate for the number of shares of Common Stock to which the such Holder is entitled and register such shares of Common Stock on the Company’s share register or or, if the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, to credit the such Holder’s or its designee’s balance account with DTC for such number of shares of Common Stock to which the such Holder is entitled upon the such Holder’s conversion of such portion of the applicable Note or (II) after the initial effective date of the registration statement filed pursuant to the Subscription Agreement, if the registration statement covering the resale of the shares of Common Stock that are the subject of the Conversion Notice of Conversion (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares and the Company fails to promptly, but in no event later than as required pursuant to the Subscription Agreement (x) notify such Holder and (y) deliver the shares of Common Stock electronically without any Conversion Amount restrictive legend by crediting such aggregate number of shares of Common Stock to which such Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred as the case may be) (a “Conversion Notice Failure” and together with the event described in clause (I) above, a “Delivery Failure”), then, in addition to all other remedies available to the such Holder, (1X) the Company shall pay in cash to the such Holder on each day after such third (3rd) Trading Day the Share Delivery Deadline that the issuance of such shares of Common Stock is not timely effected an amount equal to 0.51% of the product of (A) the sum of the number of shares of Common Stock not issued to the such Holder on a timely basis or prior to the Share Delivery Deadline and to which the such Holder is entitled entitled, multiplied by (B) the Closing Sale Price any trading price of the Common Stock selected by such Holder in writing as in effect at any time during the period beginning on the Trading Day immediately preceding applicable date of such Conversion Notice of Conversion and ending on the last possible date which the Company could have issued such shares of Common Stock to the Holder without violating Section 4(c)(i) applicable Share Delivery Deadline, and (iiY) the such Holder, upon written notice to the Company, may void its Conversion Notice of Conversion with respect to, and retain or have returned (returned, as the case may be) , all, or any portion portion, of this Note such Notes that has not been converted pursuant to such Conversion Notice, Notice of Conversion; provided that the voiding of a Conversion Notice of Conversion shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 4(c)(iii) 6.12 or otherwise. The Holder agrees, however, that the maximum aggregate damages payable to a Holder hereunder for a Conversion Failure shall be 2% of the amount determined pursuant to the formula set forth in the immediately preceding sentence. In addition to the foregoing, if within three (3) Trading Days from and after the Company’s receipt issue date of a Conversion Notice the Notes, if on or prior to the Share Delivery Deadline either (whether via facsimile or otherwise)A) the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, the Company shall fail to issue and deliver to such Holder (or its designee) a certificate to the Holder and register such shares of Common Stock on the Company’s share register or or, if the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, the Transfer Agent shall fail to credit the balance account of such Holder or such Holder’s or its designee’s balance account , as applicable, with DTC for the number of shares of Common Stock to which the such Holder is entitled upon the Holdersuch Xxxxxx’s conversion hereunder or pursuant to the Company’s obligation pursuant to clause (as the case may be)ii) below or (B) a Notice Failure occurs, and if on or after such third (3rd) Trading Day the Share Delivery Deadline such Holder purchases (in an open market transaction or otherwise) shares of Common Stock corresponding to deliver in satisfaction all or any portion of a sale by the Holder number of shares of Common Stock issuable upon such conversion that the such Holder anticipated receiving is entitled to receive from the CompanyCompany and has not received from the Company in connection with such Delivery Failure or Notice Failure, as applicable (a “Buy-In”), then, in addition to all other remedies available to the such Holder, the Company shall, within three two (32) Business Days after the receipt of such Holder’s request and in the Holdersuch Xxxxxx’s discretion, either either: (iI) 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 expenses, if any) for the shares of Common Stock so purchased (including, without limitation, by any other Person in respect, or on behalf, of such Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such shares of Common Stock) or credit to the balance account of such Holder or such Holder’s designee, as applicable, with DTC for the number of shares of Common Stock to which such Holder is entitled upon such Holder’s conversion hereunder (as the case may be) (and to issue such shares of Common Stock) shall terminate, or (iiII) promptly honor its obligation to so issue and deliver to the such Holder a certificate or certificates representing such shares of Common Stock or credit the balance account of such Holder or such Holder’s balance account designee, as applicable, with DTC for the number of shares of Common Stock to which the such Holder is entitled upon the Holdersuch Xxxxxx’s conversion hereunder (as the case may be) 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 (Ax) such number of shares of Common Stock multiplied by (By) the lowest Closing Sale Price Priceclosing sale price of the Common Stock on the any Trading Day immediately preceding during the period commencing on the date of the applicable Conversion Notice of Conversion and ending on the date of such issuance and payment under this clause (II). Nothing herein shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) upon the conversion of this Note as required pursuant to the terms hereof. Neither the Trustee nor the Conversion DateAgent has any duty to determine whether a Notice Failure, Delivery Failure or Buy-In has occurred, calculate or verify the calculations of Buy-In Price or notify Holders of any of the foregoing.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery Deadline, if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program or such shares of Common Stock may not be issued without legends under the 1933 Act (as defined below), to issue and deliver to the Holder within three (3or its designee) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise), a certificate for the number of shares of Common Stock to which the Holder is entitled and register such shares of Common Stock on the Company’s share register or or, if the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program and such shares of Common Stock may be issued without legends under the 1933 Act (as defined below), to credit the balance account of the Holder or the Holder’s or its designee’s balance account designee with DTC for such number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion of any Conversion Amount this Note (as the case may be) (a “Conversion Failure”), then, in addition to all other remedies available to the Holder, (1) the Company shall pay in cash to the Holder on each day after such third (3rd) Trading Day that the issuance of such shares of Common Stock is not timely effected an amount equal to 0.5% of the product of (A) the sum of the number of shares of Common Stock not issued to the Holder on a timely basis and to which the Holder is entitled multiplied by (B) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the last possible date which the Company could have issued such shares of Common Stock to the Holder without violating Section 4(c)(i) and (ii) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 4(c)(iii) or otherwise. The Holder agrees, however, that the maximum aggregate damages payable to a Holder hereunder for a Conversion Failure shall be 2% of the amount determined pursuant to the formula set forth in the immediately preceding sentence. In addition to the foregoing, if within three (3) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise), the Company shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company’s share register or credit the Holder’s or its designee’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be), and if on or after such third (3rd) Trading Day Share Delivery Deadline 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 all or any portion of the number of shares of Common Stock issuable upon such conversion that the Holder anticipated receiving is entitled to receive from the CompanyCompany (a “Buy-In”), then, in addition to all other remedies available to the Holder, the Company shall, within three (3) Business Days after receipt of the Holder’s request and in the Holder’s discretion, either either: (iI) 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 Stock so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such shares of Common Stock) or credit the balance account of such Holder or such Holder’s designee, as applicable, with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) (and to issue such shares of Common Stock) shall terminate, or (iiII) promptly honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such shares of Common Stock or credit the balance account of such Holder or such Holder’s balance account designee, as applicable, with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) 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 shares of Common Stock multiplied by (By) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding Share Delivery Deadline with respect to the related Conversion DateNotice (the “Buy-In Payment Amount”). Nothing shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) upon the conversion of this Note as required pursuant to the terms hereof.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery Deadline, if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, to issue and deliver to the Holder within three (3or its designee) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise), a certificate for the number of shares of Common Stock to which the Holder is entitled and register such shares of Common Stock on the Company’s share register or or, if the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, to credit the balance account of the Holder or the Holder’s or its designee’s balance account designee with DTC for such number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion of any Conversion Amount this Security (as the case may be) (a “Conversion Failure”), then, in addition to all other remedies available to the Holder, (1) the Company shall pay in cash to the Holder on each day after such third (3rd) Trading Day that the issuance of such shares of Common Stock is not timely effected an amount equal to 0.5% of the product of (A) the sum of the number of shares of Common Stock not issued to the Holder on a timely basis and to which the Holder is entitled multiplied by (B) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the last possible date which the Company could have issued such shares of Common Stock to the Holder without violating Section 4(c)(i) and (ii) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 4(c)(iii) or otherwise. The Holder agrees, however, that the maximum aggregate damages payable to a Holder hereunder for a Conversion Failure shall be 2% of the amount determined pursuant to the formula set forth in the immediately preceding sentence. In addition to the foregoing, if within three (3) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise), the Company shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company’s share register or credit the Holder’s or its designee’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be), and if on or after such third (3rd) Trading Day Share Delivery Deadline the Holder purchases (in an open market transaction or otherwise) shares of Common Stock corresponding to deliver in satisfaction all or any portion of a sale by the Holder number of shares of Common Stock issuable upon such conversion that the Holder anticipated receiving is entitled to receive from the CompanyCompany and has not received from the Company in connection with such Conversion Failure (a “Buy-In”), then, in addition to all other remedies available to the Holder, the Company shall, within three (3) Business Days after receipt of the Holder’s request and in the Holder’s discretion, either either: (iI) 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 Stock so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such shares of Common Stock) or credit the balance account of such Holder or such Holder’s designee, as applicable, with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) (and to issue such shares of Common Stock) shall terminate, or (iiII) promptly honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such shares of Common Stock or credit the balance account of such Holder or such Holder’s balance account designee, as applicable, with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) 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 shares of Common Stock multiplied by (By) the lowest Closing Sale Price of the Common Stock on the any Trading Day immediately preceding during the period commencing on the date of the applicable Conversion DateNotice and ending on the date of such issuance and payment under this clause (II) (the “Buy-In Payment Amount”). Nothing shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) upon the conversion of this Security as required pursuant to the terms hereof; provided that the payments by the Company set forth in this Section 3(c)(ii) shall be deemed to satisfy fully its obligations to delivery any shares of Common Stock pursuant to Section 3(c)(i).

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery Date, if the Transfer Agent is not participating in FAST, to issue and deliver to the Holder within three (3or its designee) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise), a certificate for the number of shares of Common Stock to which the Holder is entitled and register such shares of Common Stock on the Company’s share register or or, if the Transfer Agent is participating in FAST, to credit the balance account of the Holder or the Holder’s or its designee’s balance account designee with DTC for such number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion of any Conversion Amount this Note (as the case may be) (a “Conversion Failure”), then, in addition to all other remedies available to the Holder, (1) the Company shall pay in cash to the Holder on each day after such third (3rd) Trading Day Share Delivery Date that the issuance of such shares of Common Stock is not timely effected an amount equal to 0.51.5% of the product of (A) the sum of the number of shares of Common Stock not issued to the Holder on a timely basis or prior to the Share Delivery Date and to which the Holder is entitled entitled, multiplied by (B) the Closing Sale Price any VWAP of the Common Stock of any Trading Day (as selected by the Holder in writing) during the period beginning on the Trading Day immediately preceding applicable Conversion Date and ending on the last possible date which the Company could have issued such shares of Common Stock to the Holder without violating Section 4(c)(i) applicable Share Delivery Date and (ii2) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 4(c)(iii(3)(b)(ii) or otherwise. The Holder agrees, however, that the maximum aggregate damages payable to a Holder hereunder for a Conversion Failure shall be 2% of the amount determined pursuant to the formula set forth in the immediately preceding sentence. In addition to the foregoing, if within three (3) Trading Days after on or prior to the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise)Share Delivery Date if the Transfer Agent is not participating in FAST, the Company shall fail to issue and deliver a certificate to the Holder (or its designee) a certificate and register such shares of Common Stock on the Company’s share register or, if the Transfer Agent is participating in FAST, the Transfer Agent shall fail to credit the balance account of the Holder or credit the Holder’s or its designee’s balance account designee with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be), and if on or after such third (3rd) Trading Day 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 issuable upon such conversion that the Holder anticipated receiving from the Company, then, in addition to all other remedies available to the Holder, 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 Stock so purchased (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 or credit the Holder’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) 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 multiplied by (B) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the Conversion Date.which

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery Deadline, either (I) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program or the Required Unrestricted Conditions are not satisfied, to issue and deliver to the Holder within three (3or its designee) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise), a certificate for the number of shares of Common Stock Shares to which the Holder is entitled and register such shares of Common Stock Shares on the Company’s share register or or, if the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program and the Required Unrestricted Conditions are satisfied, to credit the balance account of the Holder or the Holder’s or its designee’s balance account designee with DTC for such number of shares of Common Stock Shares to which the Holder is entitled upon the Holder’s conversion of any Conversion Amount this Note (as the case may be) or (II) if after the Effective Date (as defined in the Registration Rights Agreement), the Registration Statement covering the resale of the Common Shares that are the subject of the Conversion Notice (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) so notify the Holder and (y) deliver the Common Shares electronically without any restrictive legend by crediting such aggregate number of Common Shares to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred as a “Notice Failure” and together with the event described in clause (I) above, a “Conversion Failure”), then, in addition to all other remedies available to the Holder, (1) the Company shall pay in cash to the Holder on each day after such third (3rd) Trading Day Share Delivery Deadline that the issuance of such shares of Common Stock Shares is not timely effected an amount equal to 0.50.75% of the product of (A) the sum of the number of shares of Common Stock Shares not issued to the Holder on a timely basis or prior to the Share Delivery Deadline and to which the Holder is entitled entitled, multiplied by (B) the Closing Sale Price any trading price of the Common Stock Shares selected by the Holder in writing as in effect at any time during the period beginning on the Trading Day immediately preceding applicable Conversion Date and ending on the last possible date which the Company could have issued such shares of Common Stock to the Holder without violating Section 4(c)(i) applicable Share Delivery Deadline and (ii2) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 4(c)(iii3(c)(ii) or otherwise. The Holder agrees, however, that the maximum aggregate damages payable to a Holder hereunder for a Conversion Failure shall be 2% of the amount determined pursuant to the formula set forth in the immediately preceding sentence. In addition to the foregoing, if within three on or prior to the Share Delivery Deadline either (3A) Trading Days after if the Company’s receipt of a Conversion Notice (whether via facsimile Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program or otherwise)the Required Unrestricted Conditions are not satisfied, the Company shall fail to issue and deliver a certificate to the Holder (or its designee) a certificate and register such shares of Common Stock Shares on the Company’s share register or, if the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program and the Required Unrestricted Conditions are satisfied, the Transfer Agent shall fail to credit the balance account of the Holder or credit the Holder’s or its designee’s balance account designee with DTC for the number of shares of Common Stock Shares to which the Holder is entitled upon the Holder’s conversion hereunder or pursuant to the Company’s obligation pursuant to clause (as the case may be)II) below or (B) a Notice Failure occurs, and if on or after such third (3rd) Trading Day Share Delivery Deadline the Holder purchases (in an open market transaction or otherwise) shares Common Shares corresponding to all or any portion of the number of Common Stock to deliver in satisfaction of a sale by the Holder of shares of Common Stock Shares issuable upon such conversion that the Holder anticipated receiving is entitled to receive from the CompanyCompany and has not received from the Company in connection with such Conversion Failure or Notice Failure, as applicable (a “Buy-In”), then, in addition to all other remedies available to the Holder, the Company shall, within three two (32) Business Days after receipt of the Holder’s request and in the Holder’s discretion, either either: (iI) 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 Stock Shares so purchased (including by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such shares Common Shares) or credit the balance account of such Holder or such Holder’s designee, as applicable, with DTC for the number of Common StockShares to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) (and to issue such Common Shares) shall terminate, or (iiII) promptly honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such shares of Common Stock Shares or credit the balance account of such Holder or such Holder’s balance account designee, as applicable, with DTC for the number of shares of Common Stock Shares to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) 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 shares of Common Stock Shares multiplied by (By) the lowest Closing Sale Price of the Common Stock Shares on any Trading Day during the period commencing on the Trading Day immediately preceding date of the applicable Conversion DateNotice and ending on the date of such issuance and payment under this clause (II) (the “Buy-In Payment Amount”). Nothing shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing Common Shares (or to electronically deliver such Common Shares) upon the conversion of this Note as required pursuant to the terms hereof. Notwithstanding anything herein to the contrary, with respect to any given Notice Failure and/or Conversion Failure, this Section 3(c)(ii) shall not apply to the Holder to the extent the Company has already paid such amounts in full to such Holder with respect to such Notice Failure and/or Conversion Failure, as applicable, pursuant to the analogous sections of the Securities Restructuring Agreement.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, to issue to the Holder within three (3) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise), a certificate for the number of shares of Common Stock to which the Holder is entitled and register such shares of Common Stock on the Company’s share register or to credit the Holder’s or its designee’s balance account with DTC for such number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion of any Conversion Amount (as the case may be) (a “Conversion Failure”), then, in addition to all other remedies available to the Holder, (1) the Company shall pay in cash to the Holder on each day after such third (3rd) Trading Day that the issuance of such shares of Common Stock is not timely effected an amount equal to 0.5% of the product of (A) the sum of the number of shares of Common Stock not issued to the Holder on a timely basis and to which the Holder is entitled multiplied by (B) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the last possible date which the Company could have issued such shares of Common Stock to the Holder without violating Section 4(c)(i3(c)(i) and (ii2) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 4(c)(iii) or otherwise. The Holder agrees, however, that the maximum aggregate damages payable to a Holder hereunder for a Conversion Failure shall be 2% of the amount determined pursuant to the formula set forth in the immediately preceding sentence. In addition to the foregoing, if within three (3) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise), the Company shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company’s share register or credit the Holder’s or its designee’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be), and if on or after such third (3rd) Trading Day 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 issuable upon such conversion that the Holder anticipated receiving from the Company, then, in addition to all other remedies available to the Holder, 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 Stock so purchased (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 or credit the Holder’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) 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 multiplied by (B) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the Conversion Date.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery Deadline, either (I) if the Transfer Agent is not participating in FAST, to issue and deliver to the such Holder within three (3or its designee) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise), a certificate for the number of shares of Common Stock to which the such Holder is entitled and register such shares of Common Stock on the Company’s share register or or, if the Transfer Agent is participating in FAST, to credit the such Holder’s or its designee’s balance account with DTC for such number of shares of Common Stock to which the such Holder is entitled upon the Holdersuch Hxxxxx’s conversion of any Conversion Amount (as the case may be) or (II) if the Registration Statement covering the resale of the shares of Common Stock that are the subject of the Conversion Notice (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) notify such Holder and (y) deliver the shares of Common Stock electronically without any restrictive legend by crediting such aggregate number of shares of Common Stock to which such Holder is entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred as a “Notice Failure” and together with the event described in clause (I) above, a “Conversion Failure”), then, in addition to all other remedies available to the such Holder, (1X) the Company shall pay in cash to the such Holder on each day after such third (3rd) Trading Day the Share Delivery Deadline that the issuance of such shares of Common Stock is not timely effected an amount equal to 0.52% of the product of (A) the sum of the number of shares of Common Stock not issued to the such Holder on a timely basis or prior to the Share Delivery Deadline and to which the such Holder is entitled entitled, multiplied by (B) the Closing Sale Price any trading price of the Common Stock selected by such Holder in writing as in effect at any time during the period beginning on the Trading Day immediately preceding applicable Conversion Date and ending on the last possible date which the Company could have issued such shares of Common Stock to the Holder without violating Section 4(c)(i) applicable Share Delivery Deadline, and (iiY) the such Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (returned, as the case may be) , all, or any portion portion, of this Note such Preferred Shares that has not been converted pursuant to such Conversion Notice, ; provided that the voiding of a an Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 4(c)(iii4(c)(ii) or otherwise. The Holder agrees, however, that the maximum aggregate damages payable to a Holder hereunder for a Conversion Failure shall be 2% of the amount determined pursuant to the formula set forth in the immediately preceding sentence. In addition to the foregoing, if within three on or prior to the Share Delivery Deadline either (3A) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise)Transfer Agent is not participating in FAST, the Company shall fail to issue and deliver to such Holder (or its designee) a certificate to the Holder and register such shares of Common Stock on the Company’s share register or or, if the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, the Transfer Agent shall fail to credit the balance account of such Holder or such Holder’s or its designee’s balance account , as applicable, with DTC for the number of shares of Common Stock to which the such Holder is entitled upon the Holdersuch Hxxxxx’s conversion hereunder or pursuant to the Company’s obligation pursuant to clause (as the case may be)ii) below or (B) a Notice Failure occurs, and if on or after such third (3rd) Trading Day the Share Delivery Deadline such Holder purchases acquires (in an open market transaction transaction, stock loan or otherwise) shares of Common Stock corresponding to deliver in satisfaction all or any portion of a sale by the Holder number of shares of Common Stock issuable upon such conversion that the such Holder anticipated receiving is entitled to receive from the CompanyCompany and has not received from the Company in connection with such Conversion Failure or Notice Failure, as applicable (a “Buy-In”), then, in addition to all other remedies available to the such Holder, the Company shall, within three two (32) Business Days after the receipt of such Holder’s request and in the such Holder’s discretion, either either: (iI) pay cash to the such Holder in an amount equal to the such Holder’s total purchase price (including brokerage commissions commissions, stock loan costs and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased acquired (including, without limitation, by any other Person in respect, or on behalf, of such Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such shares of Common Stock) or credit to the balance account of such Holder or such Holder’s designee, as applicable, with DTC for the number of shares of Common Stock to which such Holder is entitled upon such Holder’s conversion hereunder (as the case may be) (and to issue such shares of Common Stock) shall terminate, or (iiII) promptly honor its obligation to so issue and deliver to the such Holder a certificate or certificates representing such shares of Common Stock or credit the balance account of such Holder or such Holder’s balance account designee, as applicable, with DTC for the number of shares of Common Stock to which the such Holder is entitled upon the such Holder’s conversion hereunder (as the case may be) 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 (Ax) such number of shares of Common Stock multiplied by (By) the lowest Closing Sale Price of the Common Stock on the any Trading Day immediately preceding during the period commencing on the date of the applicable Conversion DateNotice and ending on the date of such issuance and payment under this clause (II) (each, a “Buy-In Payment Amount”). Nothing herein shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) upon the conversion of the Preferred Shares as required pursuant to the terms hereof. Notwithstanding anything herein to the contrary, with respect to any given Notice Failure and/or Conversion Failure, this Section 4(c)(ii) shall not apply to a Holder to the extent the Company has already paid such amounts in full to such Holder with respect to such Notice Failure and/or Conversion Failure, as applicable, pursuant to the analogous sections of the Securities Purchase Agreement.

Company’s Failure to Timely Convert. If In connection with a conversion of this Note pursuant Section 4(b), if on or prior to the Share Delivery Date, the Company shall fail, for any reason or for no reason, have failed to issue to the Holder within three (3) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise), Shares and deliver a certificate for the number of shares of Common Stock to which the Holder is entitled and register such shares of Common Stock on the Company’s share register Investor for, or to credit the HolderInvestor’s or its designee’s balance account with DTC for such with, the number of shares Conversion Shares (provided any of Common Stock to which the Holder is entitled upon the Holder’s conversion Unrestricted Conditions are satisfied, free of any Conversion Amount (as the case may berestrictive legend) (a “Conversion Delivery Failure”), then, in lieu of any amount payable pursuant to Section 8(e), but in addition to all any other remedies available to Investor, Investor may, at the Holderwritten election of Investor made in Investor’s sole discretion, either: (1i) the require Company shall to pay in cash additional damages to the Holder on Investor for each day after the Share Delivery Date such third (3rd) Trading Day that the issuance of such shares of Common Stock conversion is not timely effected in an amount equal to 0.5% two percent (2%) of the product of (AI) the sum of the number of shares of Common Stock Conversion Shares not issued to Investor or its designee on or prior to the Holder on a timely basis Share Delivery Date and to which the Holder Investor is entitled multiplied by and (BII) the Closing Sale Volume Weighted Average Price of the Common Stock on the Trading Day immediately preceding Share Delivery Date (such product is referred to herein as the last possible date which the Company could have issued such shares of Common Stock to the Holder without violating Section 4(c)(i) and “Share Product Amount”); or (ii) the Holderif, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 4(c)(iii) or otherwise. The Holder agrees, however, that the maximum aggregate damages payable to a Holder hereunder for a Conversion Failure shall be 2% of the amount determined pursuant to the formula set forth in the immediately preceding sentence. In addition to the foregoing, if within three (3) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise), the Company shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company’s share register or credit the Holder’s or its designee’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be), and if on or after such third (3rd) Trading Day the Holder applicable Conversion Date, Investor purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder Investor of shares of Common Stock issuable upon such conversion Conversion Shares that the Holder Investor anticipated receiving from the CompanyCompany (such purchased shares, then“Buy-In Shares”; provided, in addition for the avoidance of doubt, that the number of Buy-In Shares shall not exceed the number of Conversion Shares Investor was entitled to all other remedies available to receive but did not receive on the HolderShare Delivery Date), the Company shallshall be obligated to promptly pay to Investor, within three 100% of the amount by which (3A) 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 HolderInvestor’s total purchase price (including brokerage commissions and other out-of-pocket expensescommissions, if any) for the shares of Common Stock so purchased (the “such Buy-In Price”), at which point Shares exceeds (B) 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 net proceeds received by Investor from the Holder a certificate or certificates representing such shares of Common Stock or credit the Holder’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) and pay cash to the Holder in an amount equal to the excess (if any) sale of the Buy-In Price over Shares. If the product Company fails to pay the additional damages set forth in this Section 4(d) within five (5) business days of the date incurred, then Investor shall have the right at any time, so long as the Company continues to fail to make such payments, to require the Company, upon written notice, to immediately issue, in lieu of such cash damages, the number of Shares equal to the quotient of (AX) such number the aggregate amount of shares of Common Stock multiplied the damages payments described herein divided by (BY) the Closing Sale Conversion Price of the Common Stock on the Trading Day immediately preceding specified by Investor in the Conversion DateNotice.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reasonother than pursuant to Section 3(d), to issue a certificate to the Holder within three (3) Trading Days after or credit the CompanyHolder’s receipt of a Conversion Notice (whether via facsimile or otherwise), a certificate balance account with DTC for the number of shares of Common Stock to which the Holder is entitled and register such shares of Common Stock on the Company’s share register or to credit the Holder’s or its designee’s balance account with DTC for such number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion of any Conversion Amount (as on or prior to the case may be) date which is five Business Days after the Conversion Date (a “Conversion Failure”), then, in addition to all other remedies available to the Holder, then (1A) the Company shall pay damages in cash to the Holder for each date of such Conversion Failure in an amount (1) Insert in Notes number equal to (x) 115% of (y) the arithmetic average of the Weighted Average Price of the Common Stock for the ten (10) consecutive Trading Days ending on each day after such third (3rd) the Trading Day that immediately preceding the issuance of such shares of Common Stock is not timely effected an amount Closing Date (the “Measured Closing Price”). equal to 0.51.5% of the product of (AI) the sum of the number of shares of Common Stock not issued to the Holder on a timely basis or prior to the Share Delivery Date and to which the Holder is entitled multiplied by entitled, and (BII) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the last possible date which the Company could have issued such shares of Common Stock to the Holder without violating Section 4(c)(i) Share Delivery Date and (iiB) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (returned, as the case may be) , any portion of this Note that has not been converted pursuant to such Conversion Notice, ; provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 4(c)(iii3(c)(ii) or otherwise. The Holder agrees, however, that the maximum aggregate damages payable to a Holder hereunder for a Conversion Failure shall be 2% of the amount determined pursuant to the formula set forth in the immediately preceding sentence. In addition to the foregoing, if within three (3) Trading Days after the Company’s receipt of the facsimile copy of a Conversion Notice (whether via facsimile or otherwise), the Company shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company’s share register or credit the Holder’s or its designee’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holdersuch holder’s conversion hereunder (as the case may be)of any Conversion Amount, and if on or after such third (3rd) Trading Day 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 issuable upon such conversion that the Holder anticipated receiving from the CompanyCompany (a “Buy-In”), then, in addition to all other remedies available to the Holder, 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 expensescommissions, if any) for the shares of Common Stock so purchased (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 or credit the Holder’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) 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 multiplied by Stock, times (B) the Closing Sale Bid Price of the Common Stock on the Trading Day immediately preceding the Conversion Date.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, to issue to the Holder within three (3) Trading Days after by the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise)Deadline, a certificate for the number of shares of Common Stock common stock to which the Holder is entitled and register such shares of Common Stock common stock on the Company’s share register or to credit the Holder’s or its designee’s balance account with DTC for such number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion of any Conversion Amount (as the case may be) (a “Conversion Failure”), then, in addition to all other remedies available to the Holder, (1) the Company shall pay in cash to the Holder on each day Trading Day after such third (3rd) Trading Day that the issuance of such shares of Common Stock is not timely effected an amount equal to 0.51% of the product of (A) the sum of the number of shares of Common Stock not issued to the Holder on a timely basis and to which the Holder is entitled multiplied by (B) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the last possible date which the Company could have issued such shares of Common Stock to the Holder without violating Section 4(c)(i5(h) and (ii2) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 4(c)(iii5(k) or otherwise. The Holder agreesFor purposes of this Note, however"Closing Sale Price” means, that for any security as of any date, the maximum aggregate damages payable to a Holder hereunder last closing bid price and last trade price, respectively, for 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 or last trade price, respectively, 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 last trade price, respectively, is reported for such security by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers for such security as reported in the “pink sheets” by OTC Markets Group, Inc. (formerly Pink Sheets LLC). If the Closing Sale Price cannot be calculated for a Conversion Failure shall be 2% security on a particular date on any of the amount determined pursuant to foregoing bases, then the formula set forth in the immediately preceding sentence. In addition to the foregoingClosing Sale Price, if within three (3) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise), the Company shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company’s share register or credit the Holder’s or its designee’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be), of such security on such date shall be the fair market value as mutually determined by the Company and if on or after such third (3rd) Trading Day the Holder. If the Company and the Holder purchases (in an open market transaction or otherwise) shares of Common Stock are unable to deliver in satisfaction of a sale by the Holder of shares of Common Stock issuable upon such conversion that the Holder anticipated receiving from the Company, then, in addition to all other remedies available to the Holder, 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 Stock so purchased (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 or credit the Holder’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled agree upon the Holder’s conversion hereunder (as fair market value of such security, then such dispute shall be resolved pursuant to Section 13. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the case may be) 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 multiplied by (B) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the Conversion Dateapplicable calculation period.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, to issue to the Holder within three (3) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise), a certificate for the number of shares of Common Stock to which the Holder is entitled and register such shares of Common Stock on the Company’s share register or to credit the Holder’s or its designee’s balance account with DTC for such number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion of any Conversion Amount (as the case may be) (a “Conversion Failure”), then, in addition to all other remedies available to the Holder, (1) the Company shall pay in cash to the Holder on each day after such third (3rd) Trading Day that the issuance of such shares of Common Stock is not timely effected an amount equal to 0.5% of the product of (A) the sum of the number of shares of Common Stock not issued to the Holder on a timely basis and to which the Holder is entitled multiplied by (B) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the last possible date which the Company could have issued such shares of Common Stock to the Holder without violating Section 4(c)(i3(c)(i) and (ii2) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this Note Debenture that has not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 4(c)(iii) or otherwise. The Holder agrees, however, that the maximum aggregate damages payable to a Holder hereunder for a Conversion Failure shall be 2% of the amount determined pursuant to the formula set forth in the immediately preceding sentence. In addition to the foregoing, if within three (3) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise), the Company shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company’s share register or credit the Holder’s or its designee’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be), and if on or after such third (3rd) Trading Day 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 issuable upon such conversion that the Holder anticipated receiving from the Company, then, in addition to all other remedies available to the Holder, 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 Stock so purchased (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 or credit the Holder’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) 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 multiplied by (B) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the Conversion Date.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery Deadline, if the Transfer Agent is not participating in FAST or the Resale Eligibility Conditions are not satisfied, to issue and deliver to the such Holder within three (3or its designee) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise), a certificate for the number of shares of Common Stock Conversion Shares to which the such Holder is entitled and register such shares of Common Stock Conversion Shares on the Company’s share register or or, if the Transfer Agent is participating in FAST and the Resale Eligibility Conditions are satisfied, to credit the such Holder’s or its designee’s balance account with DTC for such number of shares of Common Stock Conversion Shares to which the such Holder is entitled upon the such Holder’s conversion of any Conversion Amount (as the case may be) (each, a “Conversion Failure”), and if on or after such Share Delivery Deadline such Holder acquires (in an open market transaction, stock loan or otherwise) shares of Common Stock corresponding to all or any portion of the number of Conversion Shares issuable upon such conversion that such Holder is entitled to receive from the Company and has not received from the Company in connection with such Conversion Failure (a “Buy-In”), then, in addition to all other remedies available to the such Holder, the Company shall, within one (1) the Company shall Business Day after receipt of such Xxxxxx’s request and in such Xxxxxx’s discretion, either: (I) pay in cash to such Holder in an amount equal to such Holder’s total purchase price (including brokerage commissions, stock loan costs and other out-of-pocket expenses, if any) for the Holder on each day after such third (3rd) Trading Day that the issuance of such shares of Common Stock so acquired (including, without limitation, by any other Person in respect, or on behalf, of such Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such Conversion Shares) or credit to the balance account of such Holder or such Holder’s designee, as applicable, with DTC for the number of Conversion Shares to which such Holder is not timely effected entitled upon such Xxxxxx’s conversion hereunder (as the case may be) (and to issue such Conversion Shares) shall terminate, or (II) promptly honor its obligation to so issue and deliver to such Holder a certificate or certificates representing such Conversion Shares or credit the balance account of such Holder or such Holder’s designee, as applicable, with DTC for the number of Conversion Shares to which such Holder is entitled upon such Holder’s conversion hereunder (as the case may be) and pay cash to such Holder in an amount equal to 0.5% the excess (if any) of the Buy-In Price over the product of (Ax) the sum of the such number of shares of Common Stock not issued to the Holder on a timely basis and to which the Holder is entitled multiplied by (By) the lowest Closing Sale Price of the Common Stock on the any Trading Day immediately preceding during the last possible period commencing on the date which of the applicable Conversion Notice and ending on the date of such issuance and payment under this clause (II) (each, a “Buy-In Payment Amount”). In addition to the foregoing, if on or prior to the Share Delivery Deadline the Transfer Agent is not participating in FAST or the Resale Eligibility Conditions are not satisfied, the Company could have issued shall fail to issue and deliver to such shares Holder (or its designee) a certificate and register such Conversion Shares on the Company’s share register or, if the Transfer Agent is participating in the FAST and the Resale Eligibility Conditions are satisfied, the Transfer Agent shall fail to credit the balance account of Common Stock such Holder or such Holder’s designee, as applicable, with DTC for the number of Conversion Shares to which such Holder is entitled upon such Holder’s conversion hereunder or pursuant to the Holder without violating Section 4(c)(i) and Company’s obligation pursuant to clause (ii) below, then, in addition to all other remedies available to such Holder, (X) the Company shall pay to such Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Conversion Amount of the Preferred Shares being converted, $10 per Trading Day (increasing to $20 per Trading Day on the second Trading Day and increasing to $40 per Trading Day on the fifth Trading Day after such damages begin to accrue) for each Trading Day after the Share Delivery Deadline until such Conversion Shares are delivered or Holder rescinds such conversion and (Y) such Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (returned, as the case may be) , all, or any portion portion, of this Note such Preferred Shares that has not been converted pursuant to such Conversion Notice, ; provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 4(c)(iii4(c)(ii) or otherwise. The Holder agrees, however, that the maximum aggregate damages payable Nothing herein shall limit a Xxxxxx’s right to a Holder hereunder for a Conversion Failure shall be 2% of the amount determined pursuant to the formula set forth in the immediately preceding sentence. In addition to the foregoing, if within three (3) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise), the Company shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company’s share register or credit the Holder’s or its designee’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be), and if on or after such third (3rd) Trading Day 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 issuable upon such conversion that the Holder anticipated receiving from the Company, then, in addition to all pursue any other remedies available to the Holder, 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 Stock so purchased (the “Buy-In Price”)it hereunder, at which point law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s obligation failure to timely deliver certificates representing Conversion Shares (or to electronically deliver such certificate (and Conversion Shares) upon the conversion of the Preferred Shares as required pursuant to issue such shares of Common Stockthe terms hereof. Notwithstanding anything herein to the contrary, with respect to any given Conversion Failure, this Section 4(c)(ii) shall terminate, or (ii) promptly honor its obligation not apply to deliver a Holder to the extent the Company has already paid such amounts in full to such Holder a certificate or certificates representing with respect to such shares of Common Stock or credit the Holder’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) and pay cash Conversion Failure pursuant to the Holder in an amount equal to the excess (if any) analogous sections of the Buy-In Price over the product of (A) such number of shares of Common Stock multiplied by (B) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the Conversion DateExchange Agreement.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery Deadline, if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, to issue and deliver to the Holder within three (3or its designee) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise), a certificate for the number of shares of Common Stock to which the Holder is entitled and register such shares of Common Stock on the Company’s share register or or, if the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, to credit the balance account of the Holder or the Holder’s or its designee’s balance account designee with DTC for such number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion of any Conversion Amount this Note (as the case may be) (a “Conversion Failure”), then, in addition to all other remedies available to the Holder, (1) the Company shall pay in cash to the Holder on each day after such third (3rd) Trading Day that the issuance of such shares of Common Stock is not timely effected an amount equal to 0.5% of the product of (A) the sum of the number of shares of Common Stock not issued to the Holder on a timely basis and to which the Holder is entitled multiplied by (B) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the last possible date which the Company could have issued such shares of Common Stock to the Holder without violating Section 4(c)(i) and (ii) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 4(c)(iii) or otherwise. The Holder agrees, however, that the maximum aggregate damages payable to a Holder hereunder for a Conversion Failure shall be 2% of the amount determined pursuant to the formula set forth in the immediately preceding sentence. In addition to the foregoing, if within three (3) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise), the Company shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company’s share register or credit the Holder’s or its designee’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be), and if on or after such third (3rd) Trading Day Share Delivery Deadline the Holder purchases (in an open market transaction or otherwise) shares of Common Stock corresponding to deliver in satisfaction all or any portion of a sale by the Holder number of shares of Common Stock issuable upon such conversion that the Holder anticipated receiving is entitled to receive from the CompanyCompany and has not received from the Company in connection with such Conversion Failure (a “Buy-In”), then, in addition to all other remedies available to the Holder, the Company shall, within three two (32) Business Days after receipt of the Holder’s request and in the Holder’s discretion, either either: (iI) 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 Stock so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such shares of Common Stock) or credit the balance account of such Holder or such Holder’s designee, as applicable, with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) (and to issue such shares of Common Stock) shall terminate, or (iiII) promptly honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such shares of Common Stock or credit the balance account of such Holder or such Holder’s balance account designee, as applicable, with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) 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 shares of Common Stock multiplied by (By) the lowest Closing Sale Price of the Common Stock on the any Trading Day immediately preceding during the period commencing on the date of the applicable Conversion DateNotice and ending on the date of such issuance and payment under this clause (II) (the “Buy-In Payment Amount”). Nothing shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) upon the conversion of this Note as required pursuant to the terms hereof.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery Deadline, either (I) if the Transfer Agent is not participating in FAST or the Resale Eligibility Conditions are not satisfied, to issue and deliver to the such Holder within three (3or its designee) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise), a certificate for the number of shares of Common Stock Conversion Shares to which the such Holder is entitled and register such shares of Common Stock Conversion Shares on the Company’s share register or or, if the Transfer Agent is participating in FAST and the Resale Eligibility Conditions are satisfied, to credit the such Holder’s or its designee’s balance account with DTC for such number of shares of Common Stock Conversion Shares to which the such Holder is entitled upon the such Holder’s conversion of any Conversion Amount (as the case may be) or (II) if the Registration Statement covering the resale of the Conversion Shares that are the subject of the Conversion Notice (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) notify such Holder and (y) deliver the shares of Common Stock electronically without any restrictive legend by crediting such aggregate number of shares of Common Stock to which such Holder is entitled pursuant to such conversion to such Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred as a “Notice Failure” and together with the event described in clause (I) above, a “Conversion Failure”), and if on or after such Share Delivery Deadline such Holder acquires (in an open market transaction, stock loan or otherwise) shares of Common Stock corresponding to all or any portion of the number of Conversion Shares issuable upon such conversion that such Holder is entitled to receive from the Company and has not received from the Company in connection with such Conversion Failure or Notice Failure, as applicable (a “Buy-In”), then, in addition to all other remedies available to such Holder, the Company shall, within two (2) Business Days after receipt of such Holder’s request and in such Holder’s discretion, either: (I) pay cash to such Holder in an amount equal to such Holder’s total purchase price (including brokerage commissions, stock loan costs and other out-of-pocket expenses, if any) for the shares of Common Stock so acquired (including, without limitation, by any other Person in respect, or on behalf, of such Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such Conversion Shares) or credit to the balance account of such Holder or such Holder’s designee, as applicable, with DTC for the number of Conversion Shares to which such Holder is entitled upon such Holder’s conversion hereunder (as the case may be) (and to issue such Conversion Shares) shall terminate, or (II) promptly honor its obligation to so issue and deliver to such Holder a certificate or certificates representing such Conversion Shares or credit the balance account of such Holder or such Holder’s designee, as applicable, with DTC for the number of Conversion Shares to which such Holder is entitled upon such Holder’s conversion hereunder (as the case may be) and pay cash to such Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (x) such number of shares of Common Stock multiplied by (y) the lowest Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payment under this clause (II) (each, a “Buy-In Payment Amount”). In addition to the foregoing, if on or prior to the Share Delivery Deadline either (A) the Transfer Agent is not participating in FAST or the Resale Eligibility Conditions are not satisfied, the Company shall fail to issue and deliver to such Holder (or its designee) a certificate and register such Conversion Shares on the Company’s share register or, if the Transfer Agent is participating in the FAST and the Resale Eligibility Conditions are satisfied , the Transfer Agent shall fail to credit the balance account of such Holder or such Holder’s designee, as applicable, with DTC for the number of Conversion Shares to which such Holder is entitled upon such Xxxxxx’s conversion hereunder or pursuant to the Company’s obligation pursuant to clause (ii) below or (B) a Notice Failure occurs, and such Holder is a Major Buyer (as defined in the Securities Purchase Agreement), then, in addition to all other remedies available to such Holder, (1X) the Company shall pay in cash to the such Holder on each day after such third (3rd) Trading Day the Share Delivery Deadline that the issuance of such shares of Common Stock Conversion Shares is not timely effected an amount equal to 0.51% of the product of (A) the sum of the number of shares of Common Stock Conversion Shares not issued to the such Holder on a timely basis or prior to the Share Delivery Deadline and to which the such Holder is entitled entitled, multiplied by (B) the Closing Sale Price any trading price of the Common Stock selected by such Holder in writing as in effect at any time during the period beginning on the Trading Day immediately preceding applicable Conversion Date and ending on the last possible date which the Company could have issued such shares of Common Stock to the Holder without violating Section 4(c)(i) applicable Share Delivery Deadline and (iiY) the such Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (returned, as the case may be) , all, or any portion portion, of this Note such Preferred Shares that has not been converted pursuant to such Conversion Notice, ; provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 4(c)(iii4(c)(ii) or otherwise. The Holder agrees, however, that the maximum aggregate damages payable to Nothing herein shall limit a Holder hereunder for a Conversion Failure shall be 2% of the amount determined pursuant to the formula set forth in the immediately preceding sentence. In addition to the foregoing, if within three (3) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise), the Company shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company’s share register or credit the Holder’s or its designee’s balance account with DTC for the number of shares of Common Stock right to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be), and if on or after such third (3rd) Trading Day 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 issuable upon such conversion that the Holder anticipated receiving from the Company, then, in addition to all pursue any other remedies available to the Holder, 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 Stock so purchased (the “Buy-In Price”)it hereunder, at which point law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s obligation failure to timely deliver certificates representing Conversion Shares (or to electronically deliver such certificate (and Conversion Shares) upon the conversion of the Preferred Shares as required pursuant to issue such shares of Common Stockthe terms hereof. Notwithstanding anything herein to the contrary, with respect to any given Notice Failure and/or Conversion Failure, as applicable, this Section 4(c)(ii) shall terminate, or (ii) promptly honor its obligation not apply to deliver a Holder to the extent the Company has already paid such amounts in full to such Holder a certificate or certificates representing with respect to such shares of Common Stock or credit the Holder’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (Notice Failure and/or Conversion Failure, as the case may be) and pay cash applicable, pursuant to the Holder in an amount equal to the excess (if any) analogous sections of the Buy-In Price over the product of (A) such number of shares of Common Stock multiplied by (B) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the Conversion DateSecurities Purchase Agreement.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery Deadline, either (I) if the Transfer Agent is not participating in FAST, to issue and deliver to the Holder within three (3or its designee) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise), a certificate for the number of shares of Common Stock to which the Holder is entitled and register such shares of Common Stock on the Company’s share register or or, if the Transfer Agent is participating in FAST, to credit the balance account of the Holder or the Holder’s or its designee’s balance account designee with DTC for such number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion of any Conversion Amount this Note (as the case may be) or (II) if the Registration Statement covering the resale of the shares of Common Stock that are the subject of the Conversion Notice (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) so notify the Holder and (y) deliver the shares of Common Stock electronically without any restrictive legend by crediting such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred as a “Notice Failure” and together with the event described in clause (I) above, a “Conversion Failure”), then, in addition to all other remedies available to the Holder, (1) the Company shall pay in cash to the Holder on each day after such third (3rd) Trading Day Share Delivery Deadline that the issuance of such shares of Common Stock is not timely effected an amount equal to 0.52% of the product of (A) the sum of the number of shares of Common Stock not issued to the Holder on a timely basis or prior to the Share Delivery Deadline and to which the Holder is entitled entitled, multiplied by (B) the Closing Sale Price any trading price of the Common Stock selected by the Holder in writing as in effect at any time during the period beginning on the Trading Day immediately preceding applicable Conversion Date and ending on the last possible date which the Company could have issued such shares of Common Stock to the Holder without violating Section 4(c)(i) applicable Share Delivery Deadline and (ii2) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 4(c)(iii3(c)(ii) or otherwise. The Holder agrees, however, that the maximum aggregate damages payable to a Holder hereunder for a Conversion Failure shall be 2% of the amount determined pursuant to the formula set forth in the immediately preceding sentence. In addition to the foregoing, if within three on or prior to the Share Delivery Deadline either (3A) Trading Days after if the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise)Transfer Agent is not participating in FAST, the Company shall fail to issue and deliver a certificate to the Holder (or its designee) a certificate and register such shares of Common Stock on the Company’s share register or, if the Transfer Agent is participating in FAST, the Transfer Agent shall fail to credit the balance account of the Holder or the Holder’s designee with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder or pursuant to the Company’s obligation pursuant to clause (II) below or (B) a Notice Failure occurs, and if on or after such Share Delivery Deadline the Holder acquires (in an open market transaction, stock loan or otherwise) shares of Common Stock corresponding to all or any portion of the number of shares of Common Stock issuable upon such conversion that the Holder is entitled to receive from the Company and has not received from the Company in connection with such Conversion Failure or Notice Failure, as applicable (a “Buy-In”), then, in addition to all other remedies available to the Holder, the Company shall, within two (2) Business Days after receipt of 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, stock loan costs and other out-of-pocket expenses, if any) for the shares of Common Stock so acquired (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such shares of Common Stock) or credit the balance account of such Holder or such Holder’s or its designee’s balance account , as applicable, with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be), and if on or after such third (3rd) Trading Day 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 issuable upon such conversion that the Holder anticipated receiving from the Company, then, in addition to all other remedies available to the Holder, 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 Stock so purchased (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 (iiII) promptly honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such shares of Common Stock or credit the balance account of such Holder or such Holder’s balance account designee, as applicable, with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) 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 shares of Common Stock multiplied by (By) the lowest Closing Sale Price of the Common Stock on the any Trading Day immediately preceding during the period commencing on the date of the applicable Conversion DateNotice and ending on the date of such issuance and payment under this clause (II) (the “Buy-In Payment Amount”). Nothing shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) upon the conversion of this Note as required pursuant to the terms hereof.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, fail to issue a certificate to the Holder within three (3) Trading Days after or credit the CompanyHolder’s receipt of a Conversion Notice (whether via facsimile or otherwise), a certificate balance account with DTC for the number of shares of Common Stock to which the Holder is entitled and register such shares of Common Stock on the Company’s share register or to credit the Holder’s or its designee’s balance account with DTC for such number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion of any Conversion Amount conversion amount on or prior to the date which is five (as 5) Trading Days after the case may be) conversion date (a “Conversion Failure”), then, in addition to all other remedies available to the Holder, then (1A) the Company shall pay in cash damages to the Holder on for each day after such third (3rd) Trading Day that the issuance date of such shares of Common Stock is not timely effected Conversion Failure in an amount equal to 0.52.0% of the product of (AI) the sum of the number of shares of Common Stock not issued to the Holder on a timely basis or prior to the Share Delivery Date and to which the Holder is entitled multiplied by entitled, and (BII) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the last possible date which the Company could have issued such shares of Common Stock to the Holder without violating Section 4(c)(i) Share Delivery Date and (iiB) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (returned, as the case may be) , any portion of this Note that has not been converted pursuant to such Conversion Notice, conversion notice; provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 4(c)(iii3(c)(ii) or otherwise. The Holder agrees, however, that the maximum aggregate damages payable to a Holder hereunder for a Conversion Failure shall be 2% of the amount determined pursuant to the formula set forth in the immediately preceding sentence. In addition to the foregoing, if within three (3) Trading Days after the Company’s receipt of the facsimile copy of a Conversion Notice (whether via facsimile or otherwise), the Company shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company’s share register or credit the Holder’s or its designee’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holdersuch holder’s conversion hereunder (as the case may be)of any conversion amount, and if on or after such third (3rd) Trading Day 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 issuable upon such conversion that the Holder anticipated receiving from the CompanyCompany (a “Buy-In”), then, in addition to all other remedies available to the Holder, then the Company shall, within three (3) Business Trading 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 Stock so purchased (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 or credit the Holder’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) 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 multiplied by Stock, times (B) the Closing Sale Bid Price of the Common Stock on the Trading Day immediately preceding the Conversion Date.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery Deadline, either (I) if the Transfer Agent is not participating in FAST, to issue and deliver to the such Holder within three (3or its designee) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise), a certificate for the number of shares of Common Stock Conversion Shares to which the such Holder is entitled and register such shares of Common Stock Conversion Shares on the Company’s share register or or, if the Transfer Agent is participating in FAST, to credit the such Holder’s or its designee’s balance account with DTC for such number of shares of Common Stock Conversion Shares to which the such Holder is entitled upon the Holdersuch Xxxxxx’s conversion of any Conversion Amount (as the case may be) or (II) if the Registration Statement covering the resale of the Conversion Shares that are the subject of the Conversion Notice (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) notify such Holder and (y) deliver the shares of Common Stock electronically without any restrictive legend by crediting such aggregate number of shares of Common Stock to which such Holder is entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred as a “Notice Failure” and together with the event described in clause (I) above, a “Conversion Failure”), then, in addition to all other remedies available to the such Holder, (1X) the Company shall pay in cash to the such Holder on each day after such third (3rd) Trading Day the Share Delivery Deadline that the issuance of such shares of Common Stock Conversion Shares is not timely effected an amount equal to 0.52% of the product of (A) the sum of the number of shares of Common Stock Conversion Shares not issued to the such Holder on a timely basis or prior to the Share Delivery Deadline and to which the such Holder is entitled entitled, multiplied by (B) the Closing Sale Price any trading price of the Common Stock selected by such Holder in writing as in effect at any time during the period beginning on the Trading Day immediately preceding applicable Conversion Date and ending on the last possible date which the Company could have issued such shares of Common Stock to the Holder without violating Section 4(c)(i) applicable Share Delivery Deadline, and (iiY) the such Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (returned, as the case may be) , all, or any portion portion, of this Note such Preferred Shares that has not been converted pursuant to such Conversion Notice, ; provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 4(c)(iii4(c)(ii) or otherwise. The Holder agrees, however, that the maximum aggregate damages payable to a Holder hereunder for a Conversion Failure shall be 2% of the amount determined pursuant to the formula set forth in the immediately preceding sentence. In addition to the foregoing, if within three on or prior to the Share Delivery Deadline either (3A) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise)Transfer Agent is not participating in FAST, the Company shall fail to issue and deliver to such Holder (or its designee) a certificate to the Holder and register such shares of Common Stock Conversion Shares on the Company’s share register or or, if the Transfer Agent is participating in the FAST, the Transfer Agent shall fail to credit the balance account of such Holder or such Holder’s or its designee’s balance account , as applicable, with DTC for the number of shares of Common Stock Conversion Shares to which the such Holder is entitled upon the Holdersuch Xxxxxx’s conversion hereunder or pursuant to the Company’s obligation pursuant to clause (as the case may be)ii) below or (B) a Notice Failure occurs, and if on or after such third (3rd) Trading Day the Share Delivery Deadline such Holder purchases acquires (in an open market transaction transaction, stock loan or otherwise) shares of Common Stock corresponding to deliver in satisfaction all or any portion of a sale by the Holder number of shares of Common Stock Conversion Shares issuable upon such conversion that the such Holder anticipated receiving is entitled to receive from the CompanyCompany and has not received from the Company in connection with such Conversion Failure or Notice Failure, as applicable (a “Buy-In”), then, in addition to all other remedies available to the such Holder, the Company shall, within three two (32) Business Days after the receipt of such Holder’s request and in the such Holder’s discretion, either either: (iI) pay cash to the such Holder in an amount equal to the such Holder’s total purchase price (including brokerage commissions commissions, stock loan costs and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased acquired (including, without limitation, by any other Person in respect, or on behalf, of such Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such shares Conversion Shares) or credit to the balance account of Common Stocksuch Holder or such Holder’s designee, as applicable, with DTC for the number of Conversion Shares to which such Holder is entitled upon such Holder’s conversion hereunder (as the case may be) (and to issue such Conversion Shares) shall terminate, or (iiII) promptly honor its obligation to so issue and deliver to the such Holder a certificate or certificates representing such shares of Common Stock Conversion Shares or credit the balance account of such Holder or such Holder’s balance account designee, as applicable, with DTC for the number of shares of Common Stock Conversion Shares to which the such Holder is entitled upon the such Holder’s conversion hereunder (as the case may be) 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 (Ax) such number of shares of Common Stock multiplied by (By) the lowest Closing Sale Price of the Common Stock on the any Trading Day immediately preceding during the period commencing on the date of the applicable Conversion DateNotice and ending on the date of such issuance and payment under this clause (II) (each, a “Buy-In Payment Amount”). Nothing herein shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing Conversion Shares (or to electronically deliver such Conversion Shares) upon the conversion of the Preferred Shares as required pursuant to the terms hereof. Notwithstanding anything herein to the contrary, with respect to any given Notice Failure and/or Conversion Failure, as applicable, this Section 4(c)(ii) shall not apply to a Holder to the extent the Company has already paid such amounts in full to such Holder with respect to such Conversion Failure Notice Failure and/or Conversion Failure, as applicable, pursuant to the analogous sections of any other agreement with such Holder.

Company’s Failure to Timely Convert. If If, at any time, the Company shall fail, for any reason or for no reason, fail to issue a certificate to the Holder within three (3) Trading Days or, from and after an Effective Registration, credit the CompanyHolder’s receipt of a Conversion Notice (whether via facsimile or otherwise), a certificate balance account with DTC for the number of shares of Common Stock to which the Holder is entitled and register such shares of Common Stock on the Company’s share register or to credit the Holder’s or its designee’s balance account with DTC for such number of shares of Class A Common Stock to which the Holder is entitled upon the Holder’s conversion of any Conversion Amount (as on or prior to the case may be) date which is five Business Days after the Conversion Date (a “Conversion Failure”), then, in addition to all other remedies available to the Holder, then (1A) the Company shall pay in cash damages to the Holder on for each day after such third (3rd) Trading Day that the issuance date of such shares of Common Stock is not timely effected Conversion Failure in an amount equal to 0.51.5% of the product of (AI) the sum of the number of shares of Class A Common Stock not issued to the Holder on a timely basis or prior to the Share Delivery Date and to which the Holder is entitled multiplied by entitled, and (BII) the Closing Sale Price of the Class A Common Stock on the Trading Day immediately preceding the last possible date which the Company could have issued such shares of Common Stock to the Holder without violating Section 4(c)(i) Share Delivery Date and (iiB) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (returned, as the case may be) , any portion of this Note that has not been converted pursuant to such Conversion Notice, ; provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 4(c)(iii3(c)(ii) or otherwise. The Holder agrees, however, that the maximum aggregate damages payable to a Holder hereunder for a Conversion Failure shall be 2% In lieu of the amount determined pursuant to the formula set forth in the immediately preceding sentence. In addition to the foregoing, if within three (3) Trading Business Days after the Company’s receipt of the facsimile copy of a Conversion Notice (whether via facsimile or otherwise), the Company shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company’s share register or credit the Holder’s or its designee’s balance account with DTC for the number of shares of Class A Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be)of any Conversion Amount, and if on or after such third (3rd) Trading Day the Holder purchases (in an open market transaction or otherwise) shares of Class A Common Stock to deliver in satisfaction of a sale by the Holder of shares of Class A Common Stock issuable upon such conversion that the Holder anticipated receiving from the CompanyCompany (a “Buy-In”), then, in addition then the Holder may elect to all other remedies available to the Holder, require the Company shallto, 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 Class A Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such shares of Class A Common Stock) shall terminate, or (ii) in the case of an Effective Registration, promptly honor its obligation to deliver to the Holder a certificate or certificates representing such shares of Class A Common Stock or credit the Holder’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) 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 Class A Common Stock multiplied by times (B) the Closing Sale Bid Price of the Common Stock on the Trading Day immediately preceding the Conversion Date.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, to issue to the Holder within three (3) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise), a certificate for the number of shares of Common Stock to which the Holder is entitled pursuant to such Conversion Notice and register such shares of Common Stock on the Company’s share register or to credit the Holder’s or its designee’s balance account with DTC for such number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion of any Conversion Amount (as the case may be) (a “Conversion Failure”), then, in addition to all other remedies available to the Holder, (1) the Company shall pay in cash damages to the Holder on each day after such third (3rd) Trading Day that the issuance of such shares of Common Stock is not timely effected an amount equal to 0.51.0% of the product of (A) the sum of the number of shares of Common Stock not issued to the Holder on a timely basis and to which the Holder is entitled multiplied by (B) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the last possible date which the Company could have issued such shares of Common Stock to the Holder without violating Section 4(c)(i3(d) and (ii2) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 4(c)(iii3(c)(ii) or otherwise. The Holder agrees, however, that the maximum aggregate damages payable to a Holder hereunder for a Conversion Failure shall be 2% of the amount determined pursuant to the formula set forth in the immediately preceding sentence. In addition to the foregoing, if within three third (3) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise), the Company shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company’s share register or credit the Holder’s or its designee’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be), and if on or after such third (3rd) Trading Day 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 issuable upon such conversion that the Holder anticipated receiving from the Company, then, in addition to all other remedies available to the Holder, 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 Stock so purchased (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 or credit the Holder’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) 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 multiplied by (B) the Closing Sale Bid Price of the Common Stock on the Trading Day immediately preceding the Conversion Date.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, fail to issue a certificate to the Holder within three (3) Trading Days after or credit the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise), a certificate Holder's balance account with DTC for the number of shares of Common Stock to which the Holder is entitled and register such shares of Common Stock on the Company’s share register or to credit the Holder’s or its designee’s balance account with DTC for such number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion of any Conversion Amount on or prior to the date which is five (as 5) Business Days after the case may be) Conversion Date (a “Conversion Failure”"CONVERSION FAILURE"), then, in addition to all other remedies available to the Holder, then (1A) the Company shall pay in cash damages to the Holder on for each day after such third (3rd) Trading Day that the issuance date of such shares of Common Stock is not timely effected Conversion Failure in an amount equal to 0.51.0% (the "INITIAL PENALTY") of the product of (AI) the sum of the number of shares of Common Stock not issued to the Holder on a timely basis or prior to the Share Delivery Date and to which the Holder is entitled multiplied by entitled, and (BII) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the last possible date which the Company could have issued such shares of Common Stock to the Holder without violating Section 4(c)(i) Share Delivery Date and (iiB) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (returned, as the case may be) , any portion of this Note that has not been converted pursuant to such Conversion Notice, provided ; PROVIDED that the voiding of a Conversion Notice shall not affect the Company’s 's obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 4(c)(iii3(c)(ii) or otherwise. The Holder agrees, however, that the maximum aggregate damages payable to a Holder hereunder for a Conversion Failure shall be 2% of the amount determined pursuant to the formula set forth in the immediately preceding sentence. In addition to the foregoing, if within three (3) Trading Days after the Company’s 's receipt of the facsimile copy of a Conversion Notice (whether via facsimile or otherwise), the Company shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company’s share register or credit the Holder’s or its designee’s 's balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s such holder's conversion hereunder (as the case may be)of any Conversion Amount, and if on or after such third (3rd) Trading Day 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 issuable upon such conversion that the Holder anticipated receiving from the CompanyCompany (a "BUY-IN"), then, in addition to all other remedies available to the Holder, then the Company shall, within three (3) Business Days (or ten (10) Business Days if the failure to deliver Common Stock is due to a Force Majeure Event) 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 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 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 or credit the Holder’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) 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 multiplied by Stock, times (B) the Closing Sale Bid Price of the Common Stock on the Trading Day immediately preceding the Conversion Date. Notwithstanding the foregoing, the Company shall not be required to pay the Initial Penalty in the event that a Conversion Failure is caused, directly or indirectly, by acts of God, acts of the public enemy, acts of any governmental body in its sovereign or contractual capacity, fires, floods, epidemics, strikes, labor disputes, inability to obtain labor, material, equipment or transportation, freight embargoes, sabotage, civil disturbances, any outbreak, attack or escalation of hostilities or declaration of war, national emergency, act of terrorism or other national or international calamity or crisis or change in economic, financial or political conditions, including changes on the financial markets of the United States or Israel (any of the foregoing, a "FORCE MAJEURE EVENT").

Company’s Failure to Timely Convert. If at any time from and after the issue date of the Notes, the Company shall fail, for any reason or for no reason, to issue on or prior to the Holder within three second (32nd) Trading Days Day after receipt of the applicable Conversion Notice (the “Share Delivery Deadline”), either (I) if the Company’s receipt of a Conversion Notice stock transfer agent (whether via facsimile the “Transfer Agent”) is not participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, to issue and deliver to such Holder (or otherwise), its designee) a certificate for the number of shares of Common Stock to which the such Holder is entitled and register such shares of Common Stock on the Company’s share register or or, if the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, to credit the such Holder’s or its designee’s balance account with DTC for such number of shares of Common Stock to which the such Holder is entitled upon the such Holder’s conversion of such portion of the applicable Note or (II) after the initial effective date of the registration statement filed pursuant to the Subscription Agreement, if the registration statement covering the resale of the shares of Common Stock that are the subject of the Conversion Notice (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares and the Company fails to promptly, but in no event later than as required pursuant to the Subscription Agreement (x) notify such Holder and (y) deliver the shares of Common Stock electronically without any Conversion Amount restrictive legend by crediting such aggregate number of shares of Common Stock to which such Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred as the case may be) (a “Conversion Notice Failure” and together with the event described in clause (I) above, a “Delivery Failure”), then, in addition to all other remedies available to the such Holder, (1X) the Company shall pay in cash to the such Holder on each day after such third (3rd) Trading Day the Share Delivery Deadline that the issuance of such shares of Common Stock is not timely effected an amount equal to 0.51% of the product of (A) the sum of the number of shares of Common Stock not issued to the such Holder on a timely basis or prior to the Share Delivery Deadline and to which the such Holder is entitled entitled, multiplied by (B) the Closing Sale Price any trading price of the Common Stock selected by such Holder in writing as in effect at any time during the period beginning on the Trading Day immediately preceding applicable date of such Conversion Notice and ending on the last possible date which the Company could have issued such shares of Common Stock to the Holder without violating Section 4(c)(i) applicable Share Delivery Deadline, and (iiY) the such Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (returned, as the case may be) , all, or any portion portion, of this Note such Notes that has not been converted pursuant to such Conversion Notice, ; provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 4(c)(iii) 6.12 or otherwise. The Holder agrees, however, that the maximum aggregate damages payable to a Holder hereunder for a Conversion Failure shall be 2% of the amount determined pursuant to the formula set forth in the immediately preceding sentence. In addition to the foregoing, if within three (3) Trading Days from and after the Company’s receipt issue date of a Conversion Notice the Notes, if on or prior to the Share Delivery Deadline either (whether via facsimile or otherwise)A) the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, the Company shall fail to issue and deliver to such Holder (or its designee) a certificate to the Holder and register such shares of Common Stock on the Company’s share register or or, if the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, the Transfer Agent shall fail to credit the balance account of such Holder or such Holder’s or its designee’s balance account , as applicable, with DTC for the number of shares of Common Stock to which the such Holder is entitled upon the such Holder’s conversion hereunder or pursuant to the Company’s obligation pursuant to clause (as the case may be)ii) below or (B) a Notice Failure occurs, and if on or after such third (3rd) Trading Day the Share Delivery Deadline such Holder purchases (in an open market transaction or otherwise) shares of Common Stock corresponding to deliver in satisfaction all or any portion of a sale by the Holder number of shares of Common Stock issuable upon such conversion that the such Holder anticipated receiving is entitled to receive from the CompanyCompany and has not received from the Company in connection with such Delivery Failure or Notice Failure, as applicable (a “Buy-In”), then, in addition to all other remedies available to the such Holder, the Company shall, within three two (32) Business Days after the receipt of such Holder’s request and in the such Holder’s discretion, either either: (iI) 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 expenses, if any) for the shares of Common Stock so purchased (including, without limitation, by any other Person in respect, or on behalf, of such Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such shares of Common Stock) or credit to the balance account of such Holder or such Holder’s designee, as applicable, with DTC for the number of shares of Common Stock to which such Holder is entitled upon such Holder’s conversion hereunder (as the case may be) (and to issue such shares of Common Stock) shall terminate, or (ii) promptly honor its obligation to so issue and deliver to the such Holder a certificate or certificates representing such shares of Common Stock or credit the balance account of such Holder or such Holder’s balance account designee, as applicable, with DTC for the number of shares of Common Stock to which the such Holder is entitled upon the such Holder’s conversion hereunder (as the case may be) 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 (Ax) such number of shares of Common Stock multiplied by (By) the lowest Closing Sale Price of the Common Stock on the any Trading Day immediately preceding during the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payment under this clause (ii). Nothing herein shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) upon the conversion of this Note as required pursuant to the terms hereof. Neither the Trustee nor the Conversion DateAgent has any duty to determine whether a Notice Failure, Delivery Failure or Buy-In has occurred, calculate or verify the calculations of Buy-In Price or notify Holders of any of the foregoing.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery Deadline, either (I) if the Transfer Agent is not participating in FAST, to issue and deliver to the Holder within three (3or its designee) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise), a certificate for the number of shares of Common Stock Ordinary Shares to which the Holder is entitled and register such shares of Common Stock Ordinary Shares on the Company’s share register or or, if the Transfer Agent is participating in FAST, to credit the balance account of the Holder or the Holder’s or its designee’s balance account designee with DTC for such number of shares of Common Stock Ordinary Shares to which the Holder is entitled upon the Holder’s conversion of any Conversion Amount this Note (as the case may be) or (II) if the Registration Statement covering the resale of the Ordinary Shares that are the subject of the Conversion Notice (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) so notify the Holder and (y) deliver the Ordinary Shares electronically without any restrictive legend by crediting such aggregate number of Ordinary Shares to which the Holder is entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred as a “Notice Failure” and together with the event described in clause (I) above, a “Conversion Failure”), then, in addition to all other remedies available to the Holder, (1) the Company shall pay in cash to the Holder on each day after such third (3rd) Trading Day Share Delivery Deadline that the issuance of such shares of Common Stock Ordinary Shares is not timely effected an amount equal to 0.51.5% of the product of (A) the sum of the number of shares of Common Stock Ordinary Shares not issued to the Holder on a timely basis or prior to the Share Delivery Deadline and to which the Holder is entitled entitled, multiplied by (B) the Closing Sale Price any trading price of the Common Stock Ordinary Shares selected by the Holder in writing as in effect at any time during the period beginning on the Trading Day immediately preceding applicable Conversion Date and ending on the last possible date which the Company could have issued such shares of Common Stock to the Holder without violating Section 4(c)(i) applicable Share Delivery Deadline and (ii2) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 4(c)(iii3(c)(ii) or otherwise. The Holder agrees, however, that the maximum aggregate damages payable to a Holder hereunder for a Conversion Failure shall be 2% of the amount determined pursuant to the formula set forth in the immediately preceding sentence. In addition to the foregoing, if within three on or prior to the Share Delivery Deadline either (3A) Trading Days after if the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise)Transfer Agent is not participating in FAST, the Company shall fail to issue and deliver a certificate to the Holder (or its designee) a certificate and register such shares of Common Stock Ordinary Shares on the Company’s share register or, if the Transfer Agent is participating in FAST, the Transfer Agent shall fail to credit the balance account of the Holder or credit the Holder’s or its designee’s balance account designee with DTC for the number of shares of Common Stock Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder or pursuant to the Company’s obligation pursuant to clause (as the case may be)II) below or (B) a Notice Failure occurs, and if on or after such third (3rd) Trading Day Share Delivery Deadline the Holder purchases acquires (in an open market transaction transaction, stock loan or otherwise) shares Ordinary Shares corresponding to all or any portion of Common Stock to deliver in satisfaction the number of a sale by the Holder of shares of Common Stock Ordinary Shares issuable upon such conversion that the Holder anticipated receiving is entitled to receive from the CompanyCompany and has not received from the Company in connection with such Conversion Failure or Notice Failure, as applicable (a “Buy-In”), then, in addition to all other remedies available to the Holder, the Company shall, within three two (32) Business Days after receipt of the Holder’s request and in the Holder’s discretion, either either: (iI) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions commissions, stock loan costs and other out-of-pocket expenses, if any) for the shares Ordinary Shares so acquired (including, without limitation, by any other Person in respect, or on behalf, of Common Stock so purchased the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such shares Ordinary Shares) or credit the balance account of Common Stocksuch Holder or such Holder’s designee, as applicable, with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) (and to issue such Ordinary Shares) shall terminate, or (iiII) promptly honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such shares of Common Stock Ordinary Shares or credit the balance account of such Holder or such Holder’s balance account designee, as applicable, with DTC for the number of shares of Common Stock Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) 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 shares of Common Stock Ordinary Shares multiplied by (By) the lowest Closing Sale Price of the Common Stock Ordinary Shares on any Trading Day during the period commencing on the Trading Day immediately preceding date of the applicable Conversion DateNotice and ending on the date of such issuance and payment under this clause (II) (the “Buy-In Payment Amount”). Nothing shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing Ordinary Shares (or to electronically deliver such Ordinary Shares) upon the conversion of this Note as required pursuant to the terms hereof.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery Deadline, either (I) either (x) prior to the Resale Eligibility Date or if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, to issue and deliver to the Holder within three (3or its designee) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise), a certificate (if requested by the Holder) for the number of shares of Common Stock Ordinary Shares to which the Holder is entitled and register such shares of Common Stock Ordinary Shares on the Company’s share register register, or (y) after the Resale Eligibility Date and if the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, to credit the balance account of the Holder or the Holder’s designee with DTC for such number of Ordinary Shares to which the Holder is entitled upon the conversion of this Note (as the case may be) or (II) if a Registration Statement covering the resale of the Ordinary Shares that are the subject of the automatic conversion (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares and the Company fails to promptly, but in no event later than as required pursuant to the RRA (x) so notify the Holder and (y) deliver the Ordinary Shares electronically without any restrictive legend by crediting such aggregate number of Ordinary Shares to which the Holder is entitled pursuant to such automatic conversion to the Holder’s or its designee’s balance account with DTC for such number of shares of Common Stock to which through its Deposit/Withdrawal At Custodian system (the Holder event described in the immediately foregoing clause (II) is entitled upon hereinafter referred as a “Notice Failure” and together with the Holder’s conversion of any Conversion Amount event described in clause (as the case may beI) (above, a “Conversion Failure”), then, in addition to all other remedies available to the Holder, (1) the Company shall pay in cash to the Holder on each day Trading Day after such third (3rd) Trading Day Share Delivery Deadline that the issuance of such shares of Common Stock Ordinary Shares is not timely effected an amount equal to 0.52% of the product of (A) the sum of the aggregate number of shares of Common Stock Ordinary Shares not issued to the Holder on a timely basis or prior to the Share Delivery Deadline and to which the Holder is entitled entitled, multiplied by (B) the Closing Sale Price of highest trading price between the Common Stock on Automatic Conversion Date and the Trading Day immediately preceding the last possible date which the Company could have issued such shares of Common Stock to the Holder without violating Section 4(c)(i) and (ii) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the actual date of such notice pursuant to this Section 4(c)(iii) or otherwise. The Holder agrees, however, that the maximum aggregate damages payable to a Holder hereunder for a Conversion Failure shall be 2% of the amount determined pursuant to the formula set forth in the immediately preceding sentencedelivery. In addition to the foregoing, if within three (3) Trading Days on or prior to the Share Delivery Deadline and after the Company’s receipt of a Conversion Notice Resale Eligibility Date either (whether via facsimile or otherwise)A) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, the Company shall fail to issue and deliver a certificate to the Holder (or its designee) a certificate and register such shares of Common Stock Ordinary Shares on the Company’s share register or, if the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, the Transfer Agent shall fail to credit the balance account of the Holder or credit the Holder’s or its designee’s balance account designee with DTC for the number of shares of Common Stock Ordinary Shares to which the Holder is entitled upon the Holder’s automatic conversion hereunder or pursuant to the Company’s obligation pursuant to clause (as the case may be)II) below or (B) a Notice Failure occurs, and if on or after such third (3rd) Trading Day Share Delivery Deadline the Holder purchases (in an open market transaction or otherwise) shares Ordinary Shares corresponding to all or any portion of Common Stock to deliver in satisfaction the number of a sale by the Holder of shares of Common Stock Ordinary Shares issuable upon such automatic conversion that the Holder anticipated receiving is entitled to receive from the CompanyCompany and has not timely received from the Company in connection with such Conversion Failure or Notice Failure, as applicable (a “Buy-In”), then, in addition to all other remedies available to the Holder, the Company shall, within three two (32) Business Days after receipt of the Holder’s request and in the Holder’s discretion, either either: (iI) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including reasonable brokerage commissions commissions, borrow fees and any other out-of-pocket expenses, if any) for the shares of Common Stock Ordinary Shares so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such shares Ordinary Shares) or credit the balance account of Common Stocksuch Holder or such Holder’s designee, as applicable, with DTC for the number of Ordinary Shares to which the Holder is entitled upon automatic conversion hereunder (as the case may be) (and to issue such Ordinary Shares) shall terminate, or (iiII) promptly honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such shares of Common Stock Ordinary Shares or credit the balance account of such Holder or such Holder’s balance account designee, as applicable, with DTC for the number of shares of Common Stock Ordinary Shares to which the Holder is entitled upon the Holder’s automatic conversion hereunder (as the case may be) 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 shares of Common Stock Ordinary Shares subject to conversion multiplied by (By) the Closing Sale Price price at which the Holder sold such Ordinary Shares in anticipation of the Common Stock on delivery thereof upon such applicable conversion (and if the Trading Day Holder shall not have sold such shares, the price for purposes of this clause (y) shall equal the Buy-In Price divided by the number of Ordinary Shares described in the immediately preceding clause (x)) (the Conversion Date“Buy-In Payment Amount”). Nothing shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing Ordinary Shares (or to electronically deliver such Ordinary Shares) upon automatic conversion of this Note as required pursuant to the terms hereof.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, to issue to the Holder within three (3) Trading Days after the delivery by such Holder of a Notice of Conversion the Company shall, or at the Company’s receipt of request the Conversion Agent shall, fail to issue and deliver a certificate or certificates to such Holder, or such Holder’s nominee or nominees (a “Conversion Notice (whether via facsimile or otherwiseFailure”), a certificate for the number of shares of Common Stock to which the Holder is entitled and register such shares of Common Stock on the Company’s share register or to credit the Holder’s or its designee’s balance account with DTC for such number of shares of Common Stock to which the Holder is entitled upon the such Holder’s conversion of any Conversion Amount (as the case may be) (a “Conversion Failure”), then, in addition to all other remedies available to the Holder, (1) the Company shall pay in cash to the Holder on each day after such third (3rd) Trading Day that the issuance of such shares of Common Stock is not timely effected an amount equal to 0.5% of the product of (A) the sum of the number of shares of Common Stock not issued to the Holder on a timely basis and to which the Holder is entitled multiplied by (B) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the last possible date which the Company could have issued such shares of Common Stock to the Holder without violating Section 4(c)(i) and (ii) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 4(c)(iii) or otherwise. The Holder agrees, however, that the maximum aggregate damages payable to a Holder hereunder for a Conversion Failure shall be 2% of the amount determined pursuant to the formula set forth in the immediately preceding sentence. In addition to the foregoing, if within three (3) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise), the Company shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company’s share register or credit the Holder’s or its designee’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be)Notes, and if on or after such third (3rd) Trading Day the such Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the such Holder of shares of Common Stock issuable upon such conversion that the such Holder anticipated receiving from the CompanyCompany (a “Buy-In”), then, in addition to all other remedies available to the Holder, then the Company shall, within three (3) Business Trading 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 Stock so purchased (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 such Holder a certificate or certificates representing such shares of Common Stock or credit the Holder’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) 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 Stock multiplied by Stock, times (B) the Closing Sale Price closing bid price in respect of the shares of Common Stock on the Trading Day immediately preceding Conversion Date. Unless the cause of such Conversion Failure is entirely out of the control of the Company, during a Conversion Failure, additional interest shall accrue on the Notes subject to the applicable Notice of Conversion at a rate of 1.5% per day (such amount, the “Conversion Failure Liquidated Damages”). In the case of a Conversion Failure, each Holder as to which such Conversion Failure has occurred may, at its election, withdraw its Conversion Notice in whole but not in part, provided in such case that each Holder making such election shall, in respect of the Notes subject to such Conversion Notice, not be entitled to receive either the Buy-In Price or the Conversion DateFailure Liquidated Damages.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery Deadline, either (I) if the Transfer Agent is not participating in FAST, to issue and deliver to the Holder within three (3or its designee) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise), a certificate for the number of shares of Common Stock Ordinary Shares to which the Holder is entitled and register such shares of Common Stock Ordinary Shares on the Company’s share register or or, if the Transfer Agent is participating in FAST, to credit the balance account of the Holder or the Holder’s or its designee’s balance account designee with DTC for such number of shares of Common Stock Ordinary Shares to which the Holder is entitled upon the Holder’s conversion of any Conversion Amount this Note (as the case may be) or (II) if, following the earlier of (x) the Effectiveness Deadline (as defined in the Registration Rights Agreement) and (y) the Effective Date (as defined in the Registration Rights Agreement) of the initial Registration Statement, the Registration Statement covering the resale of the Ordinary Shares that are the subject of the Conversion Notice (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) so notify the Holder and (y) deliver the Ordinary Shares electronically without any restrictive legend by crediting such aggregate number of Ordinary Shares to which the Holder is entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred as a “Notice Failure” and together with the event described in clause (I) above, a “Conversion Failure”), then, in addition to all other remedies available to the Holder, (1) the Company shall pay in cash to the Holder on each day after such third (3rd) Trading Day Share Delivery Deadline that the issuance of such shares of Common Stock Ordinary Shares is not timely effected an amount equal to 0.5% one percent (1.0%) of the product of (A) the sum of the number of shares of Common Stock Ordinary Shares not issued to the Holder on a timely basis or prior to the Share Delivery Deadline and to which the Holder is entitled entitled, multiplied by (B) the Closing Sale Price any trading price of the Common Stock Ordinary Shares selected by the Holder in writing as in effect at any time during the period beginning on the Trading Day immediately preceding applicable Conversion Date and ending on the last possible date which the Company could have issued such shares of Common Stock to the Holder without violating Section 4(c)(i) applicable Share Delivery Deadline and (ii2) the Holder, upon written notice to the Company, may m4ay void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 4(c)(iii3(c)(ii) or otherwise. The Holder agrees, however, that the maximum aggregate damages payable to a Holder hereunder for a Conversion Failure shall be 2% of the amount determined pursuant to the formula set forth in the immediately preceding sentence. In addition to the foregoing, if within three on or prior to the Share Delivery Deadline either (3A) Trading Days after if the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise)Transfer Agent is not participating in FAST, the Company shall fail to issue and deliver a certificate to the Holder (or its designee) a certificate and register such shares of Common Stock Ordinary Shares on the Company’s share register or, if the Transfer Agent is participating in FAST, the Transfer Agent shall fail to credit the balance account of the Holder or credit the Holder’s or its designee’s balance account designee with DTC for the number of shares of Common Stock Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder or pursuant to the Company’s obligation pursuant to clause (as the case may be)II) below or (B) a Notice Failure occurs, and if on or after such third (3rd) Trading Day Share Delivery Deadline the Holder purchases acquires (in an open market transaction transaction, stock loan or otherwise) shares Ordinary Shares corresponding to all or any portion of Common Stock to deliver in satisfaction the number of a sale by the Holder of shares of Common Stock Ordinary Shares issuable upon such conversion that the Holder anticipated receiving is entitled to receive from the CompanyCompany and has not received from the Company in connection with such Conversion Failure or Notice Failure, as applicable (a “Buy-In”), then, in addition to all other remedies available to the Holder, the Company shall, within three one (31) Business Days Day after receipt of the Holder’s request and in the Holder’s discretion, either either: (iI) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions commissions, stock loan costs and other out-of-pocket expenses, if any) for the shares Ordinary Shares so acquired (including, without limitation, by any other Person in respect, or on behalf, of Common Stock so purchased the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such shares Ordinary Shares) or credit the balance account of Common Stocksuch Holder or such Holder’s designee, as applicable, with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) (and to issue such Ordinary Shares) shall terminate, or (iiII) promptly honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such shares of Common Stock Ordinary Shares or credit the balance account of such Holder or such Holder’s balance account designee, as applicable, with DTC for the number of shares of Common Stock Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) 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 shares of Common Stock Ordinary Shares multiplied by (By) the lowest Closing Sale Price of the Common Stock Ordinary Shares on any Trading Day during the period commencing on the Trading Day immediately preceding date of the applicable Conversion DateNotice and ending on the date of such issuance and payment under this clause (II) (the “Buy-In Payment Amount”). Nothing shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing Ordinary Shares (or to electronically deliver such Ordinary Shares) upon the conversion of this Note as required pursuant to the terms hereof.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, to issue to the Holder within three (3) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise) (the “Share Delivery Deadline”), a certificate for the number of shares of Common Stock to which the Holder is entitled and register such shares of Common Stock on the Company’s share register or to credit the Holder’s or its designee’s balance account with DTC for such number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion of any Conversion Amount (as the case may be) (a “Conversion Failure”), then, in addition to all other remedies available to the Holder, (1) the Company shall pay in cash to the Holder on each day after such third (3rd) Trading Day that the issuance of such shares of Common Stock is not timely effected an amount equal to 0.5% of the product of (A) the sum of the number of shares of Common Stock not issued to the Holder on a timely basis and to which the Holder is entitled multiplied by (B) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the last possible date which the Company could have issued such shares of Common Stock to the Holder without violating Section 4(c)(i) and (ii) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 4(c)(iii) or otherwise. The Holder agrees, however, that the maximum aggregate damages payable to a Holder hereunder for a Conversion Failure shall be 2% of the amount determined pursuant to the formula set forth in the immediately preceding sentence. In addition to the foregoing, if within three (3) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise), the Company shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company’s share register or credit the Holder’s or its designee’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be), and if on or after such third (3rd) Trading Day Share Delivery Deadline the Holder (or any other Person in respect, or on behalf, of 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 all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, issuable upon such conversion that the Holder so anticipated receiving from the Company, then, in addition to all other remedies available to the Holder, the Company shall, within three (3) Business Days after receipt of the Holder’s written request and in the Holder’s discretion, either 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 Stock so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate or credit the Holder’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) (and to issue such shares of Common Stock) shall terminate, or (ii) promptly honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such shares of Common Stock or credit the Holder’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) 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 multiplied by (B) the lowest Closing Sale Price of the Common Stock on the any Trading Day immediately preceding during the period commencing on the date of the applicable Conversion DateNotice and ending on the date of such issuance and payment under this clause (ii).

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, to issue to on the Holder within three first (31st) Trading Days after Day immediately following the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise)) from a Holder, to give notice to and instruct, and otherwise use the Company’s reasonable best efforts to cause, the Transfer Agent to thereafter promptly issue to such Holder a certificate for the number of shares of Common Stock to which the Holder is entitled and register such shares of Common Stock on the Company’s share register or to credit the Holder’s or its designee’s balance account with DTC for such number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion of any Conversion Amount (as the case may be) (a “Conversion Failure”), then, in addition to all other remedies available to the Holder, the Holder may declare the Company to be in default under this Note. Furthermore, (1) the Company shall pay in cash to the Holder on each day Trading Day after such third (3rd) Trading Day that the issuance of such shares of Common Stock is not timely effected an amount equal to 0.51% of the product of (A) the sum of the number of shares of Common Stock not issued to the Holder on a timely basis and to which the Holder is entitled multiplied by (B) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the last possible date which the Company could have issued such shares of Common Stock to the Holder without violating Section 4(c)(iSections 1.3(a) and (iib) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 4(c)(iii1.3(b) or otherwise. The Holder agrees, however, that the maximum aggregate damages payable to a Holder hereunder for a Conversion Failure shall be 2% of the amount determined pursuant to the formula set forth in the immediately preceding sentence. In addition to the foregoing, if within three (3) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise), the Company shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company’s share register or credit the Holder’s or its designee’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be), and if on or after such third (3rd) Trading Day the Holder (or any other Person in respect, or on behalf, of 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 all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, issuable upon such conversion that the Holder so anticipated receiving from the Company, then, in addition to all other remedies available to the Holder, 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 Stock so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate or credit the Holder’s designee’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) (and to issue such shares of Common Stock) shall terminate, or (ii) promptly honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such shares of Common Stock or credit the Holder’s balance account with DTC for the number of shares of Common Stock or credit the Holder’s designee’s balance account with DTC to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) 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 multiplied by (B) the lowest Closing Sale Price of the Common Stock on the any Trading Day immediately preceding during the period commencing on the date of the applicable Conversion DateNotice and ending on the date of such issuance and payment under this Section 1.3.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, to issue to the Holder Buyer within three (3) Trading Days trading days after the Company’s receipt of a Conversion Notice an Exchange Request (whether via facsimile or otherwisethe “Share Delivery Deadline”), a certificate for the number of shares of Common Stock to which the Holder Buyer is entitled and register such shares of Common Stock on the Company’s share register or to credit the HolderBuyer’s or its designee’s balance account with DTC for such number of shares of Common Stock to which the Holder Buyer is entitled upon pursuant to the Holder’s conversion of any Conversion Amount (as the case may be) Exchange Request (a “Conversion Exchange Failure”), ) then, in addition to all other remedies available to the HolderBuyer, (1) the Company shall pay in cash to the Holder Buyer on each day after such third (3rd) Trading Day Share Delivery Deadline that the issuance of such shares of Common Stock is not timely effected an amount equal to 0.51% of the product of (A) the sum of the number of shares of Common Stock not issued to the Holder Buyer on a timely basis and to which the Holder Buyer is entitled multiplied by (B) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the last possible date which the Company could have issued such shares of Common Stock to the Holder Buyer without violating Section 4(c)(i) this section and (ii2) the HolderBuyer, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this Note that has not been converted pursuant to such Conversion NoticeExchange Request, provided that the voiding of a Conversion Notice an Exchange Request shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 4(c)(iii4(p) or otherwise. The Holder agrees, however, that the maximum aggregate damages payable to a Holder hereunder for a Conversion Failure shall be 2% of the amount determined pursuant to the formula set forth in the immediately preceding sentence. In addition to the foregoing, if within three (3) Trading Days after on or prior to the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise)Share Delivery Deadline, the Company shall fail to issue and deliver a certificate to the Holder Buyer and register such shares of Common Stock on the Company’s share register or credit the HolderBuyer’s or its designee’s balance account with DTC for the number of shares of Common Stock to which the Holder Buyer is entitled upon the Holder’s conversion hereunder (as the case may be)entitled, and if on or after such third (3rd) Trading Day Share Delivery Deadline the Holder 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 all or any portion of the number of shares of Common Stock issuable upon such conversion exchange that the Holder Buyer so anticipated receiving from the Company, then, in addition to all other remedies available to the HolderBuyer, the Company shall, within three (3) Business Days business days after receipt of the HolderBuyer’s request and in the HolderBuyer’s discretion, either either: (iI) pay cash to the Holder Buyer in an amount equal to the HolderBuyer’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to so issue and 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 or credit the HolderBuyer’s balance account with DTC for the number of shares of Common Stock to which the Holder Buyer is entitled upon the HolderBuyer’s conversion exchange hereunder shall terminate, or (as II) promptly honor its obligation to so issue and deliver to the case may be) Buyer a certificate or certificates representing such shares of Common Stock or credit the Buyer’s balance account with DTC for the number of shares of Common Stock to which the Buyer is entitled upon the Buyer’s exchange hereunder and pay cash to the Holder Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (Ax) such number of shares of Common Stock multiplied by (By) the lowest Closing Sale Price of the Common Stock on any trading day during the Trading Day immediately preceding period commencing on the Conversion Datedate of the applicable Exchange Request and ending on the date of such issuance and payment under this clause (II).

Company’s Failure to Timely Convert. If the Company shall failfail to issue, for any reason or for no reasoncause the issuance, to issue to the Holder within three (3) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise), a certificate for the number of shares of Common Stock to which the Holder is entitled and register such shares of Common Stock on the Company’s share register or to credit the Holder’s or its designee’s balance account with DTC for such number of shares of Common Stock to which the each Holder is entitled upon the Holder’s 's conversion of any this Series 1 Bridge Note within four (4) Business Days following (i) the date of receipt by the Company of a Holder Conversion Amount Notice in the event of a voluntary conversion by Holder pursuant to Section 3(b) or 5 or (as ii) the case may be) date of the Company Conversion Note, in the event of conversion at the option of the Company pursuant to Section 3(a); (collectively, a “"Conversion Failure”Event"), then, in addition to all other available remedies available which such Holder may pursue hereunder and under the Purchase Agreement between the Company and the initial holder of this Series 1 Bridge Note (including indemnification pursuant to the HolderSection 6.18 thereof), (1) the Company shall pay in cash as additional damages to the Holder on each day after such third (3rd) Trading Day that the issuance date of such shares receipt by the Company for the Conversion Notice or the date of Common Stock is not timely effected the Conversion Event until the Conversion Shares are received by Holder, an amount equal to 0.51.0% of the product of (A) the sum of the number of shares of Common Stock not issued to the Holder on a timely basis and to which the Holder is entitled multiplied by (B) the Closing Sale Bid Price of the Common Stock on the Trading Business Day immediately preceding following the last possible date which of receipt by the Company could have issued such shares of Common Stock to the Holder without violating Section 4(c)(i) and (ii) the Holder, upon written notice to the Company, may void its Conversion Notice with respect toor the date of the Conversion Event. Such damages shall be computed and due and payable daily. The foregoing notwithstanding, and retain or have returned (as the case Holder at its option may be) any portion of this Note that has not been converted pursuant to such withdraw a Conversion Notice, provided that the voiding and remain a holder of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Series 1 Bridge Note, if Holder has otherwise complied with this Section 4(c)(iii) or otherwise. The Holder agrees, however, that the maximum aggregate damages payable to a Holder hereunder for a Conversion Failure shall be 2% of the amount determined pursuant to the formula set forth in the immediately preceding sentence. In addition to the foregoing, if within three (3) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise), the Company shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company’s share register or credit the Holder’s or its designee’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be), and if on or after such third (3rd) Trading Day 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 issuable upon such conversion that the Holder anticipated receiving from the Company, then, in addition to all other remedies available to the Holder, 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 Stock so purchased (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 or credit the Holder’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) 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 multiplied by (B) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the Conversion Date6.

Company’s Failure to Timely Convert. If the Holder shall have provided proper notice to the Company pursuant to Section 3(c)(i) and if the Company shall fail, for any reason or for no reason, fail to issue and deliver a certificate to the Holder within three (3) Trading Days after or credit the CompanyHolder’s receipt of a Conversion Notice (whether via facsimile or otherwise)balance account with DTC, a certificate as applicable, for the number of shares of Common Stock to which the Holder is entitled and register such shares of Common Stock on the Company’s share register or to credit the Holder’s or its designee’s balance account with DTC for such number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion of any Conversion Amount on or prior to the date which is three (as 3) Trading Days after the case may be) Conversion Date (a “Conversion Failure”), then, in addition to all other remedies available to the Holder, then (1A) the Company shall pay in cash damages to the Holder on for each day after such third (3rd) Trading Day that the issuance of such shares of Common Stock is not timely effected Conversion Failure in an amount equal to 0.5% one percent (1.0%) of the product of (A1) the sum of the number of shares of Common Stock not issued to the Holder on a timely basis or prior to the Share Delivery Date and to which the Holder is entitled multiplied by entitled, and (B2) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the last possible date which the Company could have issued such shares of Common Stock to the Holder without violating Section 4(c)(i) Share Delivery Date and (iiB) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (returned, as the case may be) , any portion of this Note that has not been converted pursuant to such Conversion Notice, ; provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 4(c)(iii3(c)(ii) or otherwise. The Holder agrees, however, that the maximum aggregate damages payable to a Holder hereunder for a Conversion Failure shall be 2% of the amount determined pursuant to the formula set forth in the immediately preceding sentence. In addition to the foregoing, if within three (3) Trading Days after the Company’s receipt of the facsimile copy of a Conversion Notice (whether via facsimile or otherwise), the Company shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company’s share register or credit the Holder’s or its designee’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holdersuch holder’s conversion hereunder of any Conversion Amount or on any date of the Company’s obligation to deliver shares of Common Stock as contemplated pursuant to clause (as the case may be)y) below, and if on or after such third (3rd) Trading Day 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 issuable upon such conversion that the Holder anticipated receiving from the CompanyCompany (a “Buy-In”), then, in addition to all other remedies available to the Holder, then the Company shall, within three (3) Business Trading Days after the Holder’s request and in the Holder’s discretion, either (ix) 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 Stock so purchased (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 (iiy) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such shares of Common Stock or credit the Holder’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (AI) such number of shares of Common Stock multiplied by Stock, times (BII) the Closing Sale Bid Price of the Common Stock on the Trading Day immediately preceding the Conversion Date.