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, on or prior to the applicable Share Delivery Deadline, to issue to such Holder a certificate for the number of shares of Common Stock to which such Holder is entitled and register such shares of Common Stock on the Company’s share register or to credit such Holder’s or its designee’s balance account with DTC for such number of shares of Common Stock to which such Holder is entitled upon such Holder’s conversion of any Conversion Amount (as the case may be) (a “Conversion Failure”), and if on or after such Share Delivery Deadline (provided that such Holder places an order to purchase such shares before the time the Company remedies such failure) 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 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 such Holder so anticipated receiving from the Company, 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 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 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 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 VWAP of the Common Stock on the 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 Failure applied shall no longer be outstanding.

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 such 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 such the Holder is entitled and register such shares of Common Stock on the Company’s share register or to credit such the Holder’s or its designee’s balance account with DTC for such number of shares of Common Stock to which such the Holder is entitled upon such 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 Share Delivery Deadline third (provided that such Holder places an order to purchase such shares before 3rd) Trading Day the time the Company remedies such failure) such Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such 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 such the Holder so anticipated receiving from the Company, then, in addition to all other remedies available to such the Holder, the Company shall, within two three (23) Business Days after receipt of such the Holder’s request and in such the Holder’s discretion, either: either (Ii) pay cash to such the Holder in an amount equal to such 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 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 such the Holder’s balance account with DTC for the number of shares of Common Stock to which such the 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 such the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (xA) such number of shares of Common Stock multiplied by (yB) the VWAP Closing Sale Price of the Common Stock on the attempted Trading Day immediately preceding the 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 Failure applied shall no longer be outstanding.

Company’s Failure to Timely Convert. If within three (3) business days of the Company’s receipt of an executed copy of the Conversion Notice (so long as the applicable Preferred Stock Certificates and original Conversion Notice are received by the Company shall fail, for any reason or for no reason, on or prior to before such third business day) (the applicable “Share Delivery Deadline, Period”) the Transfer Agent shall fail to issue and deliver to such Holder a certificate for holder the number of shares of Common Stock to which such Holder 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 such Holder’s or its designee’s balance account with DTC for such issue a new Preferred Stock Certificate representing the number of shares of Common Series C Preferred Stock to which such Holder holder is entitled upon such Holder’s conversion of any Conversion Amount (as the case may bepursuant to Section 5(b)(ii) (a “Conversion Failure”), in addition to all other available remedies which such holder may pursue hereunder and if 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 terms thereof), the Company shall pay additional damages to such holder on or each business day after such Share Delivery Deadline third (provided 3rd) business day that such Holder places an order to purchase such shares before the time the Company remedies such failure) such Holder purchases (conversion is not timely effected in an open market transaction or otherwiseamount equal to 0.5% of (A) shares of Common Stock to deliver in satisfaction of a sale by such Holder of all or any portion the sum of the number of shares of Common Stock, or Stock not issued to the holder on a sale of a number of shares of Common Stock equal timely basis pursuant to all or any portion of the number of shares of Common Stock, issuable upon Section 5(b)(ii) and to which such conversion that such Holder so anticipated receiving from the Company, thenholder is entitled and, in addition to all other remedies available to such Holder, the event 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 has failed to such Holder in an amount equal deliver a Preferred Stock Certificate to 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 holder on behalf, of such Holder) (the “Buy-In Price”a timely basis pursuant to Section 5(b)(ii), 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 issuable upon conversion of the shares of Series C Preferred Stock represented by such Preferred Stock Certificate, as of the last possible date which the Company could have issued such Preferred Stock Certificate to which such Holder is entitled upon such Holder’s conversion hereunder holder without violating Section 5(b)(ii), times (B) the Closing Bid Price (as the case may behereinafter defined) (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 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 VWAP of the Common Stock on the attempted Conversion Datelast 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 avoidance 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 closing bid price for a share of doubtsuch 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 extent that 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 makes a payment contemplated by and the foregoing sentence, the applicable portion holders of 51% of the outstanding shares of the Series C Preferred Shares Stock. If the Company fails to which pay the Conversion Failure applied additional damages set forth in this Section 5(b)(v) within five (5) business days of the date incurred, then such payments shall no longer be outstandingbear 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, on or prior fail to issue a certificate to the applicable Share Delivery DeadlineHolder or credit the Holder's balance account with DTC, to issue to such Holder a certificate as applicable, for the number of shares of Common Stock to which such the Holder is entitled upon conversion of any Conversion Amount on or prior to the date which is three (3) Trading Days after the Conversion Date (a "Conversion Failure"), then (A) the Company shall pay damages to the Holder for each day of such Conversion Failure in an amount equal to one and register such one-half percent (1.5%) of the product of (I) the sum of the number of shares of Common Stock not issued to the Holder on or prior to the Share Delivery Date and to which the Holder is entitled, and (II) the Closing Sale Price of the Common Stock on the Share Delivery Date and (B) the Holder, upon written notice to the Company’s share register , may void its Conversion Notice with respect to, and retain or have returned, as the case may be, any portion of this Series A Stock 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 3(c)(iii) or otherwise. In addition to the foregoing, if within three (3) Trading Days after the Company's receipt of the facsimile copy of a Conversion Notice the Company shall fail to issue and deliver a certificate to the Holder or credit such the Holder’s or its designee’s 's balance account with DTC for such the number of shares of Common Stock to which such the Holder is entitled upon such Holder’s holder's conversion 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 beii) (a “Conversion Failure”)below, and if on or after such Share Delivery Deadline (provided that such Holder places an order to purchase such shares before Trading Day the time the Company remedies such failure) such Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such 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 such the Holder so anticipated receiving from the CompanyCompany (a "Buy-In"), then, in addition to all other remedies available to such Holder, then the Company shall, within two three (23) Business Trading Days after receipt of such the Holder’s 's request and in such the Holder’s 's discretion, either: either (Ii) pay cash to such the Holder in an amount equal to such the Holder’s '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 's obligation to so issue and deliver such certificate or to credit such the Holder’s 's balance account with DTC for the number of shares of Common Stock to which such the Holder is entitled upon such Holder’s 's conversion hereunder (as the case may be) (and to issue such shares of Common Stock) any Conversion Amount shall terminate, or (IIii) promptly honor its obligation to so issue and deliver to such the 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 such the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (xA) such number of shares of Common Stock multiplied by Stock, times (yB) the VWAP of the Common Stock Closing Bid Price on the 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 Failure applied shall no longer be outstanding.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to issue to the applicable Holder within three (3) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise) (the “Share Delivery Deadline”), to issue to such Holder a certificate for the number of shares of Common Stock to which such the Holder is entitled and register such shares of Common Stock on the Company’s share register or to credit such the Holder’s or its designee’s balance account with DTC for such number of shares of Common Stock to which such the Holder is entitled upon such the Holder’s conversion of any Conversion Amount (as the case may be) on or prior to the Share Delivery Deadline (a “Conversion Failure”), and if on or after such Share Delivery Deadline (provided that such Holder places an order to purchase such shares before the time the Company remedies such failure) such Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such 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 such the Holder so anticipated receiving from the Company, then, in addition to all other remedies available to such the Holder, the Company shall, within two three (23) Business Days after receipt of such the Holder’s request and in such the Holder’s discretion, either: either (Ii) pay cash to such the Holder in an amount equal to such 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 such 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) 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 such the Holder’s balance account with DTC for the number of shares of Common Stock to which such the 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 such the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (xA) such number of shares of Common Stock multiplied by (yB) the VWAP closing bid price of the a share of Common Stock on the attempted Conversion Date. For Furthermore, if the avoidance of doubt, Company fails for any reason to deliver to the extent that Holder such certificate or certificates pursuant to this Section by the Share Delivery Deadline, the Company makes shall pay to the Holder, in cash, as liquidated damages and not as a payment contemplated by penalty, for each one thousand dollars ($1,000) of principal amount being converted, ten dollars ($10) per Trading Day (increasing to twenty dollars ($20) per Trading Day on the foregoing sentencefifth (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 Shares 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 portion of the Preferred Shares to which the Conversion Failure applied shall no longer be outstandinglaw.

Company’s Failure to Timely Convert. If the Company shall fail, fail for any reason or for no reason, reason on or prior to the applicable Share Delivery Deadline, Date to issue to such Holder and deliver a certificate to the Holder or credit the Holder’s balance account with DTC, as required pursuant to the terms of Section 3(c)(i), for the number of shares of Common Stock to which such the Holder is entitled upon the Holder’s conversion of any Conversion Amount (a “Conversion Failure”), then the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and register retain or have returned, as the case may be, any portion of this Note that has not been converted pursuant to such shares Conversion Notice; provided that the voiding of Common Stock on a Conversion Notice shall not affect the Company’s share register obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 3(c)(ii) or otherwise. In addition to the foregoing, if the Company shall fail on or prior to the Share Delivery Date to issue and deliver a certificate to the Holder, if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program or the Conversion Shares can then not be immediately sold or transferred by the Holder pursuant to an effective registration statement or Rule 144, or credit such the Holder’s or its designee’s balance account with DTC, if the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program and the Conversion Shares can then be immediately sold or transferred by the Holder pursuant to an effective registration statement or Rule 144, for such the number of shares of Common Stock to which such the Holder is entitled upon such the Holder’s conversion 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 bey) (a “Conversion Failure”)below, and if on or after such Share Delivery Deadline (provided that such Holder places an order to purchase such shares before Trading Day the time the Company remedies such failure) such Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such 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 such the Holder so anticipated receiving from the CompanyCompany (a “Buy-In”), then, in addition to all other remedies available to such Holder, then the Company shall, within two three (23) Business Trading Days after receipt of such the Holder’s request and in such the Holder’s discretion, either: either (Ix) pay cash to such the Holder in an amount equal to such 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 such Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate or credit such the Holder’s balance account with DTC for the number of shares of Common Stock to which such the Holder is entitled upon such the Holder’s conversion hereunder (as of the case may be) (and to issue such shares of Common Stock) applicable Conversion Amount shall terminate, or (IIy) promptly honor its obligation to so issue and deliver to such the Holder a certificate or certificates representing such shares of Common Stock or credit such the Holder’s balance account with DTC DTC, as required pursuant to the terms of Section 3(c)(i), for the number of such 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 such the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (xA) such number of shares of Common Stock multiplied by Stock, times (yB) the VWAP Buy-In Price (including brokerage commissions and other out-of-pocket expenses, if any). 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 on (or to electronically deliver such shares of Common Stock) upon the attempted Conversion Date. For the avoidance conversion of doubt, this Note as required pursuant 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 Failure applied shall no longer be outstandingterms 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, to issue to such 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, e-mail or otherwise), a certificate for the number of shares of Common Stock to which such the Holder is entitled and register such shares of Common Stock on the Company’s share register or to credit such the Holder’s or its designee’s balance account with DTC for such number of shares of Common Stock to which such the Holder is entitled upon such 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”), and if on or after such Share Delivery Deadline third (provided that such 3rd) Trading Day the Holder places an order to purchase such shares before (or any other Person in respect, or on behalf, of the time the Company remedies such failureHolder) such Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such 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 such the Holder so anticipated receiving from the Company, then, in addition to all other remedies available to such the Holder, the Company shall, within two three (23) Business Days after receipt of such the Holder’s request and in such the Holder’s discretion, either: either (Ii) pay cash to such the Holder in an amount equal to such 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 such the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate or credit such the Holder’s balance account with DTC for the number of shares of Common Stock to which such the Holder is entitled upon such 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 (IIii) promptly honor its obligation to so issue and deliver to such the Holder a certificate or certificates representing such shares of Common Stock or credit such the Holder’s balance account with DTC for the number of shares of Common Stock to which such the Holder is entitled upon such 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 such the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (xA) such number of shares of Common Stock multiplied by (yB) the VWAP lowest Closing Sale Price of the Common Stock on any Trading Day during the attempted Conversion Date. For period commencing on the avoidance date of doubt, to the extent that the Company makes a payment contemplated by the foregoing sentence, the applicable portion Conversion Notice and ending on the date of the Preferred Shares to which the Conversion Failure applied shall no longer be outstandingsuch issuance and payment under this clause (ii).

Company’s Failure to Timely Convert. If within three (3) Trading Days after the delivery by such Holder of a Notice of Conversion the Company shall failshall, for any reason or for no reason, on or prior to the applicable Share Delivery Deadline, to issue to such Holder a certificate for the number of shares of Common Stock to which such Holder is entitled and register such shares of Common Stock on at the Company’s share register request the Conversion Agent shall, fail to issue and deliver a certificate or certificates to credit such Holder, or such Holder’s nominee or its designee’s balance account with DTC nominees (a “Conversion Failure”), for such the number of shares of Common Stock to which such Holder is entitled upon such Holder’s conversion of any Conversion Amount (as the case may be) (a “Conversion Failure”)Notes, and if on or after such Share Delivery Deadline (provided that such Holder places an order to purchase such shares before the time the Company remedies such failure) Trading Day 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 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 such Holder so anticipated receiving from the CompanyCompany (a “Buy-In”), then, in addition to all other remedies available to such Holder, then the Company shall, within two (2) Business three Trading Days after receipt of such Holder’s request and in such Holder’s discretion, either: either (Ii) pay cash to such Holder in an amount equal to 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 (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 (IIii) 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 such Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (xA) such number of shares of Common Stock multiplied by Stock, times (yB) the VWAP closing bid price in respect of the shares of Common Stock on the attempted Conversion Date. For Unless the avoidance cause of doubtsuch 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 extent that the Company makes applicable Notice of Conversion at a payment contemplated by the foregoing sentencerate of 1.5% per day (such amount, the applicable portion “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 Preferred Shares Notes subject to which such Conversion Notice, not be entitled to receive either the Buy-In Price or the Conversion Failure applied shall no longer be outstandingLiquidated 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, to issue to such 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 such 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 such the Holder’s or its designee’s balance account with DTC for such number of shares of Common Stock to which such the Holder is entitled upon such 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 1.0% 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 3(d) and (2) 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 3(c)(ii) or otherwise. In addition to the foregoing, if within 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 Share Delivery Deadline third (provided that such Holder places an order to purchase such shares before 3rd) Trading Day the time the Company remedies such failure) such Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such 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 such the Holder so anticipated receiving from the Company, then, in addition to all other remedies available to such the Holder, the Company shall, within two three (23) Business Days after receipt of such the Holder’s request and in such the Holder’s discretion, either: either (Ii) pay cash to such the Holder in an amount equal to such 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 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 such the Holder’s balance account with DTC for the number of shares of Common Stock to which such the 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 such the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (xA) such number of shares of Common Stock multiplied by (yB) the VWAP Closing Bid Price of the Common Stock on the attempted Trading Day immediately preceding the 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 Failure applied shall no longer be outstanding.

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 DeadlineDeadline (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 such Holder each holder of Preference Shares (a “Holder”) (or its designee) a certificate for the number of shares of Common Stock Ordinary Shares to which 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 such Holder’s or its designee’s balance account with DTC for such number of shares of Common Stock Ordinary Shares to which such Holder is entitled upon 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 such Holder, (Y) such 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, all, or any portion, of 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 10(a) or otherwise. In addition to the foregoing, if on or prior to the 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 and register such 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 such Holder or such Holder’s designee, as applicable, with DTC for the number of Ordinary Shares to which such Holder is entitled upon such Hxxxxx’s conversion hereunder or pursuant to the Company’s obligation pursuant to clause (ii) below, and if on or after such Share Delivery Deadline (provided that such Holder places an order to purchase such shares before the time the Company remedies such failure) such Holder purchases acquires (in an open market transaction transaction, stock loan or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such 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 Ordinary Shares corresponding to all or any portion of the number of shares of Common Stock, Ordinary Shares issuable upon such conversion that such Holder so 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 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 two (2) Business Days after receipt of such Holder’s request and in such Holder’s discretion, either: (I) pay cash make an election to such Holder in an amount equal to such Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for receive a payment under the shares terms 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 terminatethis Agreement, or (II) promptly honor its obligation to so issue and deliver to 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 such Holder is entitled upon 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 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 terms 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 in an amount equal with respect to such Conversion Failure, as applicable, pursuant to the excess (if any) analogous sections of the Buy-In Price over the product of (x) such number of shares of Common Stock multiplied by (y) the VWAP of the Common Stock on the 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 Failure applied shall no longer be outstandingthis Agreement.

Company’s Failure to Timely Convert. If within three (3) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise), the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery Deadline, fail to issue and deliver a certificate to such Holder a certificate for the number of shares of Common Stock to which such Holder is entitled and register such shares of Common Stock on the Company’s share register or to credit such Holder’s or its designee’s balance account with DTC for such the number of shares of Common Stock to which such Holder is entitled upon such Holder’s conversion of any Conversion Amount hereunder (as the case may be) (a “Conversion Failure”), and if on or after such Share Delivery Deadline third (provided that 3rd) Trading Day such Holder places an order to purchase (or any other Person in respect, or on behalf, of such shares before the time the Company remedies such failureHolder) 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 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 such Holder so anticipated receiving from the Company, then, in addition to all other remedies available to such Holder, the Company shall, within two three (23) Business Days after receipt of such Holder’s request and in such Holder’s discretion, either: either (Ii) pay cash to such Holder in an amount equal to 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 (IIii) 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 such Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (xA) such number of shares of Common Stock multiplied by (yB) the VWAP lowest Closing Sale Price of the Common Stock on any Trading Day during the attempted Conversion Date. For period commencing on the avoidance date of doubt, to the extent that the Company makes a payment contemplated by the foregoing sentence, the applicable portion Conversion Notice and ending on the date of the Preferred Shares to which the Conversion Failure applied shall no longer be outstandingsuch issuance and payment under this clause (ii).

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, on or prior but in such case, only to the applicable Share Delivery Deadline, extent and for such period of time that such broker or agent’s action or inaction is the direct cause of such delay) to issue to such Holder a certificate for (A) credit the number of shares of Common Stock to which such Holder is entitled and register such shares of Common Stock on the Company’s share register or to credit such Holder’s or its designeeholder’s balance account with DTC for such number of shares of Common Stock to which such Holder the holder is entitled upon such Holder’s conversion of any Conversion Amount exercise, (as the case may beB) (a “Conversion Failure”), and if on or after such Share Delivery Deadline (provided that such Holder places an order to purchase such shares before the time the Company remedies such failure) 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 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 such Holder so anticipated receiving from the Company, 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 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 to a holder a certificate or credit such Holder’s balance account with DTC for the number of shares of Common Stock to which such Holder the holder is entitled upon such Holder’s the conversion hereunder (as the case may be) (and to issue such shares of Common Stock) shall terminatePreferred Shares, or (IIC) promptly honor issue electronically in the name of the holder or its obligation to so issue and deliver to designee through the Direct Registration System (DRS) of DTC 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 the holder is entitled upon such Holder’s conversion hereunder conversion, in any 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 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 penalty and in addition to all other available remedies which such holder may be) pursue hereunder and pay cash under the Securities Purchase Agreement (including indemnification pursuant to Section 8 thereof)), to such Holder holder on each day (I) after the Share Delivery Date that such conversion is not timely effected, in the case of clause (x) above, or (II) that such shares of Common Stock bear, or are otherwise subject to, the 1933 Act Legend, in the case of clause (y) above, in an amount equal to the excess (if any) 0.25% of the Buy-In Price over the product of (xX) such the sum of the number of shares of Common Stock multiplied by not issued to the holder on a timely basis pursuant to Section 2(e)(ii) and to which such holder is entitled (yor which bear, or are otherwise subject to, the 1933 Act Legend, as applicable) and (Y) the VWAP Weighted Average Price of the Common Stock on the attempted Conversion Datelast possible date which the Company could have issued such Common Stock to such holder without violating Section 2(e)(ii). For the avoidance of doubtAlternatively, (a) subject to the extent that dispute resolution provisions of Section 2(e)(iii), at the election of the holder made in the holder’s sole discretion, the Company makes shall pay to the holder, in lieu of the partial liquidated damages referred to in the preceding sentence (but not as a payment contemplated 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 foregoing sentence, the applicable portion holder of the Preferred Shares shares of Common Stock to which the holder is entitled but has not received upon conversion (or which bear, or are otherwise subject to, the 1933 Act Legend), exceeds (2) the net proceeds received by the holder from the sale of the 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 1933 Act Legend), and (b) at the option of such holder, either (i) such conversion of Preferred Shares shall be cancelled and the Company shall reinstate such Preferred Shares and the related number of Conversion Failure applied Shares with respect to such conversion, or (ii) the Company shall no longer be outstandingdeliver to such holder the number of Conversion Shares that would have been issued had the Company timely complied with its conversion and delivery obligations hereunder.

Company’s Failure to Timely Convert. If If, at any time, the Company shall fail, for any reason or for no reason, on or prior fail to issue a certificate to the applicable Share Delivery DeadlineHolder or, to issue to such Holder a certificate from and after an Effective Registration, credit the Holder’s balance account with DTC for the number of shares of Class A Common Stock to which such Holder is entitled and register such shares of Common Stock on the Company’s share register or to credit such Holder’s or its designee’s balance account with DTC for such number of shares of Common Stock to which such Holder is entitled upon such 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 (A) the Company shall pay damages to the Holder for each date of such Conversion Failure in an amount equal to 1.5% of the product of (I) the sum of the number of shares of Class A Common Stock not issued to the Holder on or prior to the Share Delivery Date and to which the Holder is entitled, and (II) the Closing Sale Price of the Class A Common Stock on the Share Delivery Date and (B) 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 3(c)(ii) or otherwise. In lieu of the foregoing, if within three (3) Business Days after the Company’s receipt of the facsimile copy of a Conversion Notice the Company shall fail to issue and deliver a certificate to the Holder or credit the Holder’s balance account with DTC for the number of shares of Class A Common Stock to which the Holder is entitled upon the Holder’s conversion of any Conversion Amount, and if on or after such Share Delivery Deadline (provided that such Holder places an order to purchase such shares before Trading Day the time the Company remedies such failure) such Holder purchases (in an open market transaction or otherwise) shares of Class A Common Stock to deliver in satisfaction of a sale by such the Holder of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Class A Common Stock equal to all or any portion of the number of shares of Common Stock, issuable upon such conversion that such the Holder so anticipated receiving from the CompanyCompany (a “Buy-In”), then, in addition then the Holder may elect to all other remedies available to such Holder, require the Company shallto, within two three (23) Business Days after receipt of such the Holder’s request and in such the Holder’s discretion, either: either (Ii) pay cash to such the Holder in an amount equal to such 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 (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 Class A Common Stock) shall terminate, or (IIii) in the case of an Effective Registration, promptly honor its obligation to so issue and deliver to such the Holder a certificate or certificates representing such shares of Class A 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 such the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (xA) such number of shares of Class A Common Stock multiplied by times (yB) the VWAP of the Common Stock Closing Bid Price on the 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 Failure applied shall no longer be outstanding.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to issue to the applicable Buyer within three (3) trading days after the Company’s receipt of an Exchange Request (the “Share Delivery Deadline”), to issue to such Holder a certificate for the number of shares of Common Stock to which such Holder the Buyer is entitled and register such shares of Common Stock on the Company’s share register or to credit such Holderthe Buyer’s or its designee’s balance account with DTC for such number of shares of Common Stock to which such Holder the Buyer is entitled upon such Holder’s conversion of any Conversion Amount (as pursuant to the case may be) Exchange Request (a “Conversion Exchange Failure”)) then, in addition to all other remedies available to the Buyer, (1) the Company shall pay in cash to the Buyer on each day after such Share Delivery Deadline that the issuance of such shares of Common Stock is not timely effected an amount equal to 1% of the product of (A) the sum of the number of shares of Common Stock not issued to the Buyer on a timely basis and to which the 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 Buyer without violating this section and (2) the Buyer, upon written notice to the Company, may void its Exchange Request, provided that the voiding of 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(p) or otherwise. In addition to the foregoing, if on or prior to the Share Delivery Deadline, the Company shall fail to issue and deliver a certificate to the Buyer and register such shares of Common Stock on the Company’s share register or credit the Buyer’s or its designee’s balance account with DTC for the number of shares of Common Stock to which the Buyer is entitled, and if on or after such Share Delivery Deadline (provided that such Holder places an order to purchase such shares before the time the Company remedies such failure) such Holder Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Holder the Buyer 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 exchange that such Holder the Buyer so anticipated receiving from the Company, then, in addition to all other remedies available to such Holderthe Buyer, the Company shall, within two three (23) Business Days business days after receipt of such Holderthe Buyer’s request and in such Holderthe Buyer’s discretion, either: (I) pay cash to such Holder the Buyer in an amount equal to such Holderthe Buyer’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 Holderthe Buyer’s balance account with DTC for the number of shares of Common Stock to which such Holder the Buyer is entitled upon such Holderthe Buyer’s conversion exchange 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 the Buyer a certificate or certificates representing such shares of Common Stock or credit such Holderthe Buyer’s balance account with DTC for the number of shares of Common Stock to which such Holder the Buyer is entitled upon such Holderthe Buyer’s conversion exchange hereunder (as the case may be) and pay cash to such Holder the Buyer 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 VWAP lowest Closing Sale Price of the Common Stock on any trading day during the attempted Conversion Date. For period commencing on the avoidance date of doubt, to the extent that the Company makes a payment contemplated by the foregoing sentence, the applicable portion Exchange Request and ending on the date of the Preferred Shares to which the Conversion Failure applied shall no longer be outstandingsuch 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 such the Holder (or its designee) a certificate for the number of shares of Common Stock to which such 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 such 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 such the Holder is entitled upon such 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 Share Delivery Deadline that the issuance of such shares of Common Stock is not timely effected an amount equal to 2% of the product of (A) the sum of the number of shares of Common Stock not issued to the Holder on or prior to the Share Delivery Deadline and to which the Holder is entitled, multiplied by (B) 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 applicable Conversion Date and ending on the applicable Share Delivery Deadline and (2) 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 3(c)(ii) or otherwise. In addition to the foregoing, if on or prior to the Share Delivery Deadline either (A) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, the Company shall fail to issue and deliver 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 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 (provided that such Holder places an order to purchase such shares before the time the Company remedies such failure) such Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such 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 such the Holder so anticipated receiving from the CompanyCompany (a “Buy-In”), then, in addition to all other remedies available to such the Holder, the Company shall, within two three (23) Business Days after receipt of such the Holder’s request and in such the Holder’s discretion, either: (I) pay cash to such the Holder in an amount equal to such 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 such 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 balance account designee, as applicable, with DTC for the number of shares of Common Stock to which such the Holder is entitled upon such 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 such 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 such the Holder is entitled upon such the Holder’s conversion hereunder (as the case may be) and pay cash to such the 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 VWAP lowest Closing Sale Price of the Common Stock on any Trading Day during the attempted 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”). For Nothing shall limit the avoidance Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of doubtspecific 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 that the Company makes a payment contemplated by 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 foregoing sentence, the applicable portion analogous sections of the Preferred Shares to which the Conversion Failure applied shall no longer be outstandingSecurities 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, on or prior to the second (2nd) Trading Day after receipt of the applicable Conversion Notice (the “Share Delivery Deadline”), either (I) if the Company’s stock transfer agent (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 its designee) a certificate for the number of shares of Common Stock to which 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 such Holder’s or its designee’s balance account with DTC for such number of shares of Common Stock to which such Holder is entitled upon 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 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 a “Notice Failure” and together with the event described in clause (I) above, a “Delivery Failure”), then, in addition to all other remedies available to such Holder, (X) the Company shall pay in cash to such Holder on each day after the Share Delivery Deadline that the issuance of such shares of Common Stock is not timely effected an amount equal to 1% of the product of (A) the sum of the number of shares of Common Stock not issued to such Holder on or prior to the Share Delivery Deadline and to which such Holder is entitled, multiplied by (B) 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 applicable date of such Conversion Amount Notice and ending on the applicable Share Delivery Deadline, and (Y) such 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, all, or any portion, of 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 6.12 or otherwise. In addition to the foregoing, from and after the issue date of the Notes, if on or prior to the Share Delivery Deadline either (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 “Conversion Failure”)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 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 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 (provided that such Holder places an order to purchase such shares before the time the Company remedies such failure) 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 number of shares of Common Stock, or a sale of a number of shares of Common Stock equal corresponding to all or any portion of the number of shares of Common Stock, Stock issuable upon such conversion that such Holder so 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 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 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 balance account 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 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 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 VWAP lowest Closing Sale Price of the Common Stock on any Trading Day during the attempted period commencing on the date of the applicable Conversion DateNotice and ending on the date of such issuance and payment under this clause (ii). For Nothing herein shall limit the avoidance Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of doubt, specific performance and/or injunctive relief with respect to the extent that Company’s failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) upon the Company makes conversion of this Note as required pursuant to the terms hereof. Neither the Trustee nor the Conversion Agent has any duty to determine whether a payment contemplated by Notice Failure, Delivery Failure or Buy-In has occurred, calculate or verify the foregoing sentence, the applicable portion calculations of Buy-In Price or notify Holders of any of the Preferred Shares to which the Conversion Failure applied shall no longer be outstanding.foregoing. Table of Contents ARTICLE 7

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, on or prior fail to issue and deliver a certificate to the applicable Share Delivery DeadlineHolder or credit the Holder’s balance account with DTC, to issue to such Holder a certificate as applicable, for the number of shares of Common Stock to which such the Holder is entitled and register upon conversion of any Conversion Amount on or prior to the date which is three (3) Trading Days after the Conversion Date (a “Conversion Failure”), then (A) the Company shall pay damages to the Holder for each Trading Day of such Conversion Failure in an amount equal to one percent (1.0%) of the product of (1) the sum of the number of shares of Common Stock not issued to the Holder on or prior to the Share Delivery Date and to which the Holder is entitled, and (2) the Closing Sale Price of the Common Stock on the Share Delivery Date and (B) 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 share register obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 3(c)(ii) or otherwise. In addition to the foregoing, if within three (3) Trading Days after the Company’s receipt of the facsimile copy of a Conversion Notice the Company shall fail to issue and deliver a certificate to the Holder or credit such the Holder’s or its designee’s balance account with DTC for such the number of shares of Common Stock to which such the Holder is entitled upon such Holderholder’s conversion 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 bey) (a “Conversion Failure”)below, and if on or after such Share Delivery Deadline (provided that such Holder places an order to purchase such shares before Trading Day the time the Company remedies such failure) such Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such 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 such the Holder so anticipated receiving from the CompanyCompany (a “Buy-In”), then, in addition to all other remedies available to such Holder, then the Company shall, within two three (23) Business Trading Days after receipt of such the Holder’s request and in such the Holder’s discretion, either: either (Ix) pay cash to such the Holder in an amount equal to such 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 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 (IIy) promptly honor its obligation to so issue and deliver to such the 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 such the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (xI) such number of shares of Common Stock multiplied by Stock, times (yII) the VWAP of the Common Stock Closing Bid Price on the 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 Failure applied shall no longer be outstanding.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, fail on or prior to the applicable Share Delivery Deadline, Date to issue to such Holder and deliver a certificate to the Holder, if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, or credit the Holder'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 such the Holder is entitled upon the Holder's conversion of any Conversion Amount (a "Conversion Failure"), and register if on or after such shares of Common Stock Trading Day on which the Company’s share register certificate was to have been delivered to the Holder or to credit such Holder’s or its designee’s balance account with DTC for such the number of shares of Common Stock to which such the Holder is entitled upon such Holder’s conversion of any Conversion Amount (as were to have been deposited in its account the case may be) (a “Conversion Failure”), and if on or after such Share Delivery Deadline (provided that such Holder places an order to purchase such shares before the time the Company remedies such failure) such Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such 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 such the Holder so anticipated receiving from the CompanyCompany (a "Buy-In"), then, in addition to all other remedies available to such Holder, then the Company shall, within two three (23) Business Trading Days after receipt the Holder's request 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 such Holder’s request shares of Common Stock and in such Holder’s discretion, either: (I) pay cash to such the Holder in an amount equal to such the excess (if any) of the Holder’s total purchase price (including brokerage commissions and other out-of-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 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 such Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (xA) such number of shares of Common Stock multiplied by Stock, times (yB) the VWAP price at which the sell order giving rise to such purchase obligation was executed.. 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 shares of Common Stock on the attempted Conversion Date. For the avoidance upon conversion of doubt, this Note as required pursuant 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 Failure applied shall no longer be outstandingterms hereof.

Company’s Failure to Timely Convert. If Subject to the terms and conditions of this Certificate of Designations, if within three (3) trading days of the Company's receipt of the facsimile copy of the executed Conversion Notice (the third of such three days, the "Delivery Date") the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery Deadline, fails (x) to issue and deliver to such Holder a certificate for holder, in accordance with Section 4(b)(ii) hereof, the number of shares of Common Stock to which such Holder holder is entitled and register upon such shares holder's conversion of Common the Series B or (y) to issue a new Preferred Stock on Certificate representing the Company’s share register or to credit such Holder’s or its designee’s balance account with DTC for such number of shares of Common Stock Series B to which such Holder holder is entitled upon such Holder’s conversion of any Conversion Amount (as the case may bepursuant to Section 4(a) (a “"Conversion Failure”"), then in addition to all other available remedies which such holder may pursue hereunder and if on or after such Share Delivery Deadline under the Series B Convertible Preferred Stock Purchase Agreement (provided that such Holder places an order the "Purchase Agreement") to purchase such shares before the time be entered into among the Company remedies and the initial holders of the Series B (including indemnification pursuant to Section 6 thereof), the Company shall pay additional damages to such failure) such Holder purchases (holder on each business day after the Delivery Date in an open market transaction or otherwiseamount equal 0.5% of the product of (A) shares of Common Stock to deliver in satisfaction of a sale by such Holder of all or any portion the sum of the number of shares of Common Stock, or Stock not issued to the holder on a sale of a number of shares of Common Stock equal timely basis pursuant to all or any portion of the number of shares of Common Stock, issuable upon Section 4(a) to which such conversion that such Holder so anticipated receiving from the Company, thenholder is entitled and, in addition to all other remedies available to such Holder, the event 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 has failed to such Holder in an amount equal deliver a Preferred Stock Certificate to 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 holder on behalf, of such Holder) (the “Buy-In Price”a timely basis pursuant to Section 4(b)(ii), 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 issuable upon conversion of the shares of Series B represented by such Preferred Stock Certificate, as of the last possible date which the Company could have issued such Preferred Stock Certificate to which such Holder is entitled upon such Holder’s conversion hereunder holder without violating Section 4(b)(ii) and (B) the Closing Bid Price (as the case may bedefined below) (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 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 VWAP of the Common Stock on the attempted Conversion Date. For last possible date which the avoidance of doubtCompany could have issued such Common Stock or such Preferred Stock Certificate, as the case may be, to such holder without violating Section 4(b)(ii). The term "Closing Bid Price" shall mean, for any security as of any date, the extent that last closing bid price of such security on the OTC Bulletin Board or other principal exchange on which such security is traded as reported by Bloomberg, or, if no closing bid price is reported for such security by Bloomberg, the last closing trade price of such security as reported by Bloomberg, or, if no last closing trade price is reported for such security by Bloomberg, the average of the bid prices of any market makers for such security as reported in the "pink sheets" by the National Quotation Bureau, Inc. If the Closing Bid Price cannot be calculated for such security on any 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 makes and the holders of a payment contemplated by the foregoing sentence, the applicable portion majority of the Preferred Shares to which the Conversion Failure applied shall no longer be outstanding.outstanding shares of Series B.

Company’s Failure to Timely Convert. If within three (3) business days of the Company’s receipt of an executed copy of the Conversion Notice (so long as the applicable Preferred Stock Certificates and original Conversion Notice are received by the Company shall fail, for any reason or for no reason, on or prior to before such third business day) (the applicable “Share Delivery Deadline, Period”) the Transfer Agent shall fail to issue and deliver to such Holder a certificate for holder the number of shares of Common Stock to which such Holder 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 such Holder’s or its designee’s balance account with DTC for such issue a new Preferred Stock Certificate representing the number of shares of Common Series C Preferred Stock to which such Holder holder is entitled upon such Holder’s conversion of any Conversion Amount (as the case may bepursuant to Section 5(b)(ii) (a “Conversion Failure”), in addition to all other available remedies which such holder may pursue hereunder and if under the Preferred Stock Purchase Agreement (the “Purchase Agreement”) between the Company and the initial holder of the Series C Preferred Stock dated as of the date hereof (including indemnification pursuant to the terms thereof), the Company shall pay additional damages to such holder on or each business day after such Share Delivery Deadline third (provided 3rd) business day that such Holder places an order to purchase such shares before the time the Company remedies such failure) such Holder purchases (conversion is not timely effected in an open market transaction or otherwiseamount equal to 0.5% of (A) shares of Common Stock to deliver in satisfaction of a sale by such Holder of all or any portion the sum of the number of shares of Common Stock, or Stock not issued to the holder on a sale of a number of shares of Common Stock equal timely basis pursuant to all or any portion of the number of shares of Common Stock, issuable upon Section 5(b)(ii) and to which such conversion that such Holder so anticipated receiving from the Company, thenholder is entitled and, in addition to all other remedies available to such Holder, the event 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 has failed to such Holder in an amount equal deliver a Preferred Stock Certificate to 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 holder on behalf, of such Holder) (the “Buy-In Price”a timely basis pursuant to Section 5(b)(ii), 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 issuable upon conversion of the shares of Series C Preferred Stock represented by such Preferred Stock Certificate, as of the last possible date which the Company could have issued such Preferred Stock Certificate to which such Holder is entitled upon such Holder’s conversion hereunder holder without violating Section 5(b)(ii), times (B) the Closing Bid Price (as the case may behereinafter defined) (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 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 VWAP of the Common Stock on the 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 Failure applied shall no longer be outstanding.last possible date

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior fail to issue a certificate to the applicable Share Delivery Deadline, to issue to such Holder a certificate or credit the Holder’s balance account with DTC for the number of shares of Common Stock to which such the Holder is entitled and register upon conversion of any conversion amount on or prior to the date which is five (5) Trading Days after the conversion date (a “Conversion Failure”), then (A) the Company shall pay damages to the Holder for each date of such Conversion Failure in an amount equal to 2.0% of the product of (I) the sum of the number of shares of Common Stock not issued to the Holder on or prior to the Share Delivery Date and to which the Holder is entitled, and (II) the Closing Sale Price of the Common Stock on the Share Delivery Date and (B) 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 share register obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 3(c)(ii) or otherwise. In addition to the foregoing, if within three (3) Trading Days after the Company’s receipt of the facsimile copy of a Conversion Notice the Company shall fail to issue and deliver a certificate to the Holder or credit such the Holder’s or its designee’s balance account with DTC for such the number of shares of Common Stock to which such the Holder is entitled upon such Holderholder’s conversion of any Conversion Amount (as the case may be) (a “Conversion Failure”)conversion amount, and if on or after such Share Delivery Deadline (provided that such Holder places an order to purchase such shares before Trading the time the Company remedies such failure) such Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such 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 such the Holder so anticipated receiving from the CompanyCompany (a “Buy-In”), then, in addition to all other remedies available to such Holder, then the Company shall, within two three (23) Business Trading Days after receipt of such the Holder’s request and in such the Holder’s discretion, either: either (Ii) pay cash to such the Holder in an amount equal to such 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 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 (IIii) promptly honor its obligation to so issue and deliver to such the 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 such the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (xA) such number of shares of Common Stock multiplied by Stock, times (yB) the VWAP of the Common Stock Closing Bid Price on the 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 Failure applied shall no longer be outstanding.

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, on or prior to the second (2nd) Trading Day after receipt of the applicable Conversion Notice (the “Share Delivery Deadline”), either (I) if the Company’s stock transfer agent (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 its designee) a certificate for the number of shares of Common Stock to which 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 such Holder’s or its designee’s balance account with DTC for such number of shares of Common Stock to which such Holder is entitled upon 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 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 a “Notice Failure” and together with the event described in clause (I) above, a “Delivery Failure”), then, in addition to all other remedies available to such Holder, (X) the Company shall pay in cash to such Holder on each day after the Share Delivery Deadline that the issuance of such shares of Common Stock is not timely effected an amount equal to 1% of the product of (A) the sum of the number of shares of Common Stock not issued to such Holder on or prior to the Share Delivery Deadline and to which such Holder is entitled, multiplied by (B) 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 applicable date of such Conversion Amount Notice and ending on the applicable Share Delivery Deadline, and (Y) such 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, all, or any portion, of 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 6.12 or otherwise. In addition to the foregoing, from and after the issue date of the Notes, if on or prior to the Share Delivery Deadline either (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 “Conversion Failure”)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 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 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 (provided that such Holder places an order to purchase such shares before the time the Company remedies such failure) 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 number of shares of Common Stock, or a sale of a number of shares of Common Stock equal corresponding to all or any portion of the number of shares of Common Stock, Stock issuable upon such conversion that such Holder so 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 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 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 balance account 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 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 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 VWAP lowest Closing Sale Price of the Common Stock on any Trading Day during the attempted period commencing on the date of the applicable Conversion DateNotice and ending on the date of such issuance and payment under this clause (ii). For Nothing herein shall limit the avoidance Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of doubt, specific performance and/or injunctive relief with respect to the extent that Company’s failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) upon the Company makes conversion of this Note as required pursuant to the terms hereof. Neither the Trustee nor the Conversion Agent has any duty to determine whether a payment contemplated by Notice Failure, Delivery Failure or Buy-In has occurred, calculate or verify the foregoing sentence, the applicable portion calculations of Buy-In Price or notify Holders of any of the Preferred Shares to which the Conversion Failure applied shall no longer be outstandingforegoing.

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 such the Holder (or its designee) a certificate for the number of shares of Common Stock Ordinary Shares to which such 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 designee with DTC for such number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion of 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 for such number of shares of Common Stock to which such Holder through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is entitled upon such Holder’s conversion of any Conversion Amount hereinafter referred as a “Notice Failure” and together with the event described in clause (as the case may beI) (above, a “Conversion Failure”), and if on or after such Share Delivery Deadline (provided that such Holder places an order to purchase such shares before the time the Company remedies such failure) 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 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 such Holder so anticipated receiving from the Company, 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 Share Delivery Deadline that the issuance of such Ordinary Shares is not timely effected an amount equal to 1.5% of the product of (A) the sum of the number of Ordinary Shares not issued to the Holder on or prior to the Share Delivery Deadline and to which the Holder is entitled, multiplied by (B) any trading price of the Ordinary Shares selected by the Holder in writing as in effect at any time during the period beginning on the applicable Conversion Date and ending on the applicable Share Delivery Deadline and (2) 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 3(c)(ii) or otherwise. In addition to the foregoing, if on or prior to the Share Delivery Deadline either (A) if the Transfer Agent is not participating in FAST, the Company shall fail to issue and deliver to the Holder (or its designee) a certificate and register such 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 the Holder’s designee with DTC for the number of Ordinary Shares 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) Ordinary Shares corresponding to all or any portion of the number of Ordinary Shares 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 such the Holder’s request and in such the Holder’s discretion, either: (I) pay cash to such the Holder in an amount equal to such the 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 Ordinary Shares so purchased acquired (including, without limitation, by any other Person in respect, or on behalf, of such the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such 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 such the Holder is entitled upon such the Holder’s conversion hereunder (as the case may be) (and to issue such shares of Common StockOrdinary Shares) shall terminate, or (II) promptly honor its obligation to so issue and deliver to such 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 such the Holder is entitled upon such the Holder’s conversion hereunder (as the case may be) and pay cash to such the 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 Ordinary Shares multiplied by (y) the VWAP lowest Closing Sale Price of the Common Stock Ordinary Shares on any Trading Day during the period commencing on the attempted 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”). For Nothing shall limit the avoidance Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of doubt, specific performance and/or injunctive relief with respect to the extent that Company’s failure to timely deliver certificates representing Ordinary Shares (or to electronically deliver such Ordinary Shares) upon the Company makes a payment contemplated by conversion of this Note as required pursuant to the foregoing sentence, the applicable portion of the Preferred Shares to which the Conversion Failure applied shall no longer be outstandingterms 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 or such shares of Common Stock may not be issued without legends under the 1933 Act (as defined below), to issue and deliver to such the Holder (or its designee) a certificate for the number of shares of Common Stock to which such 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 such 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 such the Holder is entitled upon such the Holder’s conversion of any Conversion Amount this Note (as the case may be) (a “Conversion Failure”), and if on or after such Share Delivery Deadline (provided that such Holder places an order to purchase such shares before the time the Company remedies such failure) such Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such 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 such the Holder so anticipated receiving is entitled to receive from the CompanyCompany (a “Buy-In”), then, in addition to all other remedies available to such the Holder, the Company shall, within two three (23) Business Days after receipt of such the Holder’s request and in such the Holder’s discretion, either: (I) pay cash to such the Holder in an amount equal to such 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 such 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 balance account designee, as applicable, with DTC for the number of shares of Common Stock to which such the Holder is entitled upon such 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 such 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 such the Holder is entitled upon such the Holder’s conversion hereunder (as the case may be) and pay cash to such the 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 VWAP Closing Sale Price of the Common Stock on the attempted Conversion Date. For the avoidance of doubt, Share Delivery Deadline with respect to the extent that related Conversion Notice (the Company makes “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 payment contemplated by decree of specific performance and/or injunctive relief with respect to the foregoing sentence, Company’s failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) upon the applicable portion conversion of this Note as required pursuant to the Preferred Shares to which the Conversion Failure applied shall no longer be outstandingterms 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 such the Holder (or its designee) a certificate for the number of shares of Common Stock to which such 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 such 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 such the Holder is entitled upon such the Holder’s conversion of any Conversion Amount this Note (as the case may be) (a “Conversion Failure”), and if on or after such Share Delivery Deadline (provided that such Holder places an order to purchase such shares before the time the Company remedies such failure) 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 number of shares of Common Stock, or a sale of a number of shares of Common Stock equal corresponding to all or any portion of the number of shares of Common Stock, Stock issuable upon such conversion that such the Holder so 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 such the Holder, the Company shall, within two (2) Business Days after receipt of such the Holder’s request and in such the Holder’s discretion, either: (I) pay cash to such the Holder in an amount equal to such 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 such 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 balance account designee, as applicable, with DTC for the number of shares of Common Stock to which such the Holder is entitled upon such 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 such 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 such the Holder is entitled upon such the Holder’s conversion hereunder (as the case may be) and pay cash to such the 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 VWAP lowest Closing Sale Price of the Common Stock on any Trading Day during the attempted 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”). For Nothing shall limit the avoidance Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of doubt, specific performance and/or injunctive relief with respect to the extent that Company’s failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) upon the Company makes a payment contemplated by conversion of this Note as required pursuant to the foregoing sentence, the applicable portion of the Preferred Shares to which the Conversion Failure applied shall no longer be outstandingterms hereof.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on the first (1st) Trading Day immediately following the Company’s receipt of a Conversion Notice (whether via facsimile or prior to the applicable Share Delivery Deadlineotherwise) 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 such the Holder is entitled and register such shares of Common Stock on the Company’s share register or to credit such the Holder’s or its designee’s balance account with DTC for such number of shares of Common Stock to which such the Holder is entitled upon such 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 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 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 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 Sections 1.3(a) and (b) 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 1.3(b) or otherwise. 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 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 Share Delivery Deadline third (provided that such 3rd) Trading Day the Holder places an order to purchase such shares before (or any other Person in respect, or on behalf, of the time the Company remedies such failureHolder) such Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such 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 such the Holder so anticipated receiving from the Company, then, in addition to all other remedies available to such the Holder, the Company shall, within two three (23) Business Days after receipt of such the Holder’s request and in such the Holder’s discretion, either: either (Ii) pay cash to such the Holder in an amount equal to such 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 such the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate or credit such the Holder’s designee’s balance account with DTC for the number of shares of Common Stock to which such the Holder is entitled upon such 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 such the 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 or credit the Holder’s designee’s balance account with DTC to which such the Holder is entitled upon such the Holder’s conversion hereunder (as the case may be) and pay cash to such the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (xA) such number of shares of Common Stock multiplied by (yB) the VWAP lowest Closing Sale Price of the Common Stock on any Trading Day during the attempted Conversion Date. For period commencing on the avoidance date of doubt, to the extent that the Company makes a payment contemplated by the foregoing sentence, the applicable portion Conversion Notice and ending on the date of the Preferred Shares to which the Conversion Failure applied shall no longer be outstandingsuch issuance and payment under this Section 1.3.

Company’s Failure to Timely Convert. If within one (1) Business Day after the Company’s receipt of the facsimile or email copy of a Conversion Notice, the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery Deadline, fail to issue and deliver to such Holder a certificate for the number of shares of Common Stock to which such Holder is entitled and register such shares of Common Stock on the Company’s share register or to credit such Holder’s or its designee’s balance account with DTC for such number of shares of Common Stock to which such Holder is entitled upon such Holder’s conversion of any Conversion Amount (as the case may be) (a “Conversion Failure”), the Principal amount under this Note shall increase by Three Thousand Dollars ($3,000) per day until the Company issues and delivers a certificate to the Holder for the number of shares of Common Stock to which the Holder is entitled upon such Holder’s conversion of any Conversion Amount. If the Company fails to deliver shares in accordance with the timeframe stated in this Section, resulting in a Conversion Failure, the Holder, at any time prior to selling all of those shares, may rescind any portion, in whole or in part, of that particular conversion attributable to the unsold shares and have the rescinded Conversion Amount returned to the Principal with the rescinded Conversion Shares returned to the Company. In addition to any other rights available to the Holder, if a Conversion Failure occurs, and if on or after such Share Delivery Deadline (provided that such Conversion Failure the Holder places an order is required by its brokerage firm to purchase such shares before the time the Company remedies such failure) such Holder purchases (in an open market transaction or otherwise) ), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by such the Holder of all or any portion of the number of shares of Common StockConversion Shares which the Holder was entitled to receive upon the conversion relating to such date (a “Buy-In”), or a sale of a number of shares of Common Stock equal then the Company shall (A) pay in cash to all or any portion of the number of shares of Common Stock, issuable upon such conversion that such Holder so anticipated receiving from the Company, then, (in addition to all any other remedies available to such or elected by the Holder, ) the Company shall, within two amount by which (21) 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 the Holder’s total purchase price (including any brokerage commissions and other out-of-pocket expenses, if anycommissions) for the Common Stock so purchased exceeds (2) the product of (a) the aggregate number of shares of Common Stock so purchased that the Holder was entitled to receive from the conversion at issue multiplied by (including, without limitation, by any other Person in respect, or on behalf, of such Holderb) (the “Buy-In Price”), actual sale price at which point the Company’s sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue (if surrendered) this Note in a principal amount equal to so issue and the principal amount of the attempted conversion or deliver such certificate or credit such Holder’s balance account with DTC for to the Holder the number of shares of Common Stock that would have been issued if the Company had timely complied with its delivery requirements hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000.00 to cover a Buy-In with respect to an attempted conversion of this Note with respect to which such Holder is entitled upon such Holder’s conversion hereunder the actual sale price of the Conversion Shares (as the case may beincluding any brokerage commissions) (and to issue such shares of Common Stock) shall terminate, or (II) promptly honor its obligation to so issue and deliver giving rise to such purchase obligation was a total of $10,000.00 under clause (A) of the immediately preceding sentence, the Company shall be required to pay the Holder a certificate or certificates representing such shares of Common Stock or credit such Holder’s balance account with DTC for $1,000.00. The Holder shall provide the number of shares of Common Stock Company written notice indicating the amounts payable 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) respect of the Buy-In Price over and, upon request of the product Company, evidence of (x) the amount of such number loss. Nothing herein shall limit a 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 multiplied by (y) the VWAP upon conversion of the Common Stock on the attempted Conversion Date. For the avoidance of doubt, this Note as required pursuant 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 Failure applied shall no longer be outstandingterms hereof.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to issue to the applicable Holder within three (3) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise) (the “Share Delivery Deadline”), to issue to such Holder a certificate for the number of shares of Common Stock to which such the Holder is entitled and register such shares of Common Stock on the Company’s share register or to credit such the Holder’s or its designee’s balance account with DTC for such number of shares of Common Stock to which such the Holder is entitled upon such the Holder’s conversion of any Conversion Amount (as the case may be) (a “Conversion Failure”), ) and if on or after such Share Delivery Deadline the Holder (provided that such Holder places an order to purchase such shares before or any other Person in respect, or on behalf, of the time the Company remedies such failureHolder) such Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such 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 such the Holder so anticipated receiving from the Company, then, in addition to all other remedies available to such the Holder, the Company shall, within two three (23) Business Days after receipt of such the Holder’s written request and in such the Holder’s discretion, either: (Ii) pay cash to such the Holder in an amount equal to such 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 such the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate or credit such the Holder’s balance account with DTC for the number of shares of Common Stock to which such the Holder is entitled upon such 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 such the Holder a certificate or certificates representing such shares of Common Stock or credit such the Holder’s balance account with DTC for the number of shares of Common Stock to which such the Holder is entitled upon such the Holder’s conversion hereunder (as the case may be) and pay cash to such the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (xA) such number of shares of Common Stock multiplied by (yB) the VWAP lowest Closing Sale Price of the Common Stock on any Trading Day during the attempted Conversion Date. For period commencing on the avoidance date of doubt, to the extent that the Company makes a payment contemplated by the foregoing sentence, the applicable portion Conversion Notice and ending on the date of the Preferred Shares to which the Conversion Failure applied shall no longer be outstandingsuch 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 such the Holder by the Deadline, a certificate for the number of shares of Common Stock common stock to which such the Holder is entitled and register such shares of Common Stock common stock on the Company’s share register or to credit such the Holder’s or its designee’s balance account with DTC for such number of shares of Common Stock to which such the Holder is entitled upon such the Holder’s conversion of any Conversion Amount (as the case may be) (a “Conversion Failure”), and if on or after such Share Delivery Deadline (provided that such Holder places an order to purchase such shares before the time the Company remedies such failure) 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 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 such Holder so anticipated receiving from the Company, then, in addition to all other remedies available to such the Holder, (1) the Company shall, within two shall pay in cash to the Holder on each Trading Day after such third (23rd) Business Days after receipt Trading Day that the issuance of such Holder’s request and in such Holder’s discretion, either: (I) pay cash to such Holder in shares of Common Stock is not timely effected an amount equal to such Holder’s total purchase price 1% of the product of (including brokerage commissions and other out-of-pocket expenses, if anyA) for the shares sum 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 not issued to the Holder on a timely basis and to which such 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 5(h) and (2) the Holder, upon such Holder’s conversion hereunder 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 5(k) or otherwise. For purposes of this Note, "Closing Sale Price” means, for any security as of any date, the last closing bid price and to issue last trade price, respectively, for such shares of Common Stock) shall terminatesecurity 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. (II) promptly honor its obligation to so issue and deliver to such Holder formerly Pink Sheets LLC). If the Closing Sale Price cannot be calculated for a certificate or certificates representing such shares security on a particular date on any 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 (foregoing bases, then the Closing Sale Price, as the case may be) and pay cash to , of such Holder in an amount equal to security on such date shall be the excess (if any) of the Buy-In Price over the product of (x) such number of shares of Common Stock multiplied fair market value as mutually determined by (y) the VWAP of the Common Stock on the attempted Conversion Date. For the avoidance of doubt, to the extent that the Company makes a payment contemplated by and the foregoing sentenceHolder. If the Company and the Holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved pursuant to Section 13. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable portion of the Preferred Shares to which the Conversion Failure applied shall no longer be outstandingcalculation period.

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 such the Holder (or its designee) a certificate for the number of shares of Common Stock to which such 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 such 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 such the Holder is entitled upon such 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 Share Delivery Deadline that the issuance of such shares of Common Stock is not timely effected an amount equal to one percent (1%) of the product of (A) the sum of the number of shares of Common Stock not issued to the Holder on or prior to the Share Delivery Deadline and to which the Holder is entitled, multiplied by (B) 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 applicable Conversion Date and ending on the applicable Share Delivery Deadline and (2) 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 3(c)(ii) or otherwise. In addition to the foregoing, if on or prior to the Share Delivery Deadline if the Transfer Agent is not participating in FAST, the Company shall fail to issue and deliver 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 (provided that such the Holder places an order to purchase such shares before the time the Company remedies such failure) such Holder purchases acquires (in an open market transaction transaction, stock loan or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such 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 corresponding to all or any portion of the number of shares of Common Stock, Stock issuable upon such conversion that such the Holder so 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 such the Holder, the Company shall, within two (2) Business Days after receipt of such the Holder’s request and in such the Holder’s discretion, either: (I) pay cash to such the Holder in an amount equal to such the 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 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 balance account designee, as applicable, with DTC for the number of shares of Common Stock to which such the Holder is entitled upon such 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 such 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 such the Holder is entitled upon such the Holder’s conversion hereunder (as the case may be) and pay cash to such the 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 VWAP lowest Closing Sale Price of the Common Stock on any Trading Day during the attempted 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”). For Nothing shall limit the avoidance Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of doubt, specific performance and/or injunctive relief with respect to the extent that Company’s failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) upon the Company makes a payment contemplated by conversion of this Note as required pursuant to the foregoing sentence, the applicable portion of the Preferred Shares to which the Conversion Failure applied shall no longer be outstandingterms hereof.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior fail within three business days after the Share Delivery Date (as defined in the Note) to issue and deliver a certificate to the applicable Share Delivery DeadlinePurchaser, to issue to such Holder a certificate if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, or credit the 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 such Holder the Purchaser is entitled and register such shares upon the Purchaser's conversion of Common Stock on any Conversion Amount (a "Conversion Failure"), then the Purchaser, upon written notice to the Company’s share register , 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 (as defined in the Note); 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 3(c)(ii) or otherwise. In addition to the foregoing, if 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 Purchaser, if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, or credit such Holder’s or its designee’s the Purchaser's balance account with DTC, if the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, for such the number of shares of Common Stock to which such Holder the Purchaser is entitled upon such Holder’s the Purchaser's conversion 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 bey) (a “Conversion Failure”)below, and if on or after such Share Delivery Deadline (provided that such Holder places an order to purchase such shares before Trading Day the time the Company remedies such failure) such Holder Purchaser 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 number of shares of Common Stock, or a sale of a number of shares Purchaser of Common Stock equal to all or any portion of the number of shares of Common Stock, issuable upon such conversion that such Holder so the Purchaser anticipated receiving from the CompanyCompany (a "Buy-In"), then, in addition to all other remedies available to such Holder, then the Company shall, within two three (23) Business Trading Days after receipt of such Holder’s the Purchaser's request and in such Holder’s the Purchaser's discretion, either: either (Ix) pay cash to such Holder the Purchaser in an amount equal to such Holder’s the Purchaser'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 's obligation to so issue and deliver such certificate or credit such Holder’s the Purchaser's balance account with DTC for the number of shares of Common Stock to which such Holder the Purchaser is entitled upon such Holder’s the Purchaser's conversion hereunder (as of the case may be) (and to issue such shares of Common Stock) applicable Conversion Amount shall terminate, or (IIy) promptly honor its obligation to so issue and deliver to such Holder the Purchaser a certificate or certificates representing such shares of Common Stock or credit such Holder’s the Purchaser's balance account with DTC for the number of such 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 such Holder the Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (xA) such number of shares of Common Stock multiplied by Stock, times (yB) the VWAP of the Common Stock Closing Bid Price on the 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 Failure applied shall no longer be outstanding.

Company’s Failure to Timely Convert. If within three (3) Trading Days after the Company's receipt of an email copy of a Conversion Notice, Instrument of Transfer, and Letter of Transmittal the Company shall fail, for any reason or for no reason, on or prior fail to issue the underlying Ordinary Shares and transfer and deposit such Ordinary Shares with the Depositary Bank and cause the issuance and deliver a certificate to the applicable Share Delivery Deadline, to issue to such Holder a certificate for or credit the number of shares of Common Stock to which such Holder is entitled and register such shares of Common Stock on the Company’s share register or to credit such Holder’s or its designee’s 's balance account with DTC for such the number of shares of Common Stock ADSs to which such the Holder is entitled upon such Holder’s holder's conversion of any Conversion Amount (as the case may be) (a “"Conversion Failure”"), and if on or after such Share Delivery Deadline (provided that such Holder places an order to purchase such shares before Trading Day the time the Company remedies such failure) such Holder purchases (in an open market transaction or otherwise) shares of Common Stock ADSs to deliver in satisfaction of a sale by such 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, ADSs issuable upon such conversion that such the Holder so anticipated receiving from the CompanyCompany (a "Buy-In"), then, in addition to all other remedies available to such Holder, then the Company shall, within two three (23) Business Days after receipt of such the Holder’s 's request and in such the Holder’s 's discretion, either: either (Ii) pay cash to such the Holder in an amount equal to such the Holder’s 's total purchase price (including brokerage commissions and other out-of-out of pocket expenses, if any) for the shares of Common Stock ADSs 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 '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 StockADSs) shall terminate, or (IIii) promptly honor its obligation to so issue and deliver to such the 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) ADSs and pay cash to such the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (xA) such number of shares of Common Stock multiplied by ADSs, times (yB) the VWAP of the Common Stock Closing Bid Price on the 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 Failure applied shall no longer be outstanding.

Company’s Failure to Timely Convert. If within five (5) business days of the Company's receipt of an executed copy of a Voluntary Conversion Notice (so long as the applicable Series A Preferred certificates, if any, and original Voluntary Conversion Notice are received by the Company shall fail, for any reason or for no reason, on or prior to before such third business day), the applicable Share Delivery Deadline, Transfer Agent shall fail to issue and deliver to such Holder a certificate for holder the number of shares of Common Stock to which such Holder is entitled and register such shares of Common Stock on the Company’s share register or to credit such Holder’s or its designee’s balance account with DTC for such number of shares of Common Stock to which such Holder holder is entitled upon such Holder’s holder's conversion of any Conversion Amount (as the case may be) (Series A Preferred or to issue a “Conversion Failure”), and if on or after such Share Delivery Deadline (provided that such Holder places an order to purchase such shares before the time the Company remedies such failure) such Holder purchases (in an open market transaction or otherwise) shares of Common new Preferred Stock to deliver in satisfaction of a sale by such Holder of all or any portion of Certificate representing the number of shares of Common Stock, or Series A Preferred to which such holder is entitled (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 such Holder so anticipated receiving from the Company, then“Voluntary Conversion Failure”), in addition to all other available remedies available to which such Holderholder may pursue hereunder, the Company shall, within two (2) Business Days after receipt of such Holder’s request and in such Holder’s discretion, either: (I) shall pay cash additional damages to such Holder holder on each business week after such fifth (5th) business day that such 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 0.5% of the product of (A) the sum of the number of Conversion Shares not issued to the holder on a timely basis pursuant to Section 4(c)(i) and to which such Holder’s total purchase price (including brokerage commissions and other out-of-pocket expensesholder is entitled and, if any) for in the shares of Common event the Company has failed to deliver a Preferred Stock so purchased (including, without limitation, by any other Person in respect, or Certificate to the holder on behalf, of such Holder) (the “Buy-In Price”a timely basis pursuant to Section 4(c)(i), 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 Conversion Shares issuable upon conversion of the 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 Series A Preferred certificate to which such Holder is entitled upon such Holder’s conversion hereunder holder without violating Section 4(c)(i) and (B) the Closing Bid and Ask Price (as the case may bedefined below) (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 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 VWAP of the Common Stock on the attempted last possible date which the Company could have issued the Conversion Date. For Shares and such Series A Preferred certificate, as the avoidance of doubtcase may be, to the extent that such holder without violating Section 4(c)(i). If the Company makes a payment contemplated by fails to pay the foregoing sentence, the applicable portion additional damages set forth in this Section 4(c)(iv) within seven (7) business days of the Preferred Shares to which date incurred, then such payment shall bear interest at the Conversion Failure applied shall no longer be outstandingrate of 1.0% 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, 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 such the Holder (or its designee) a certificate for the number of shares of Common Stock to which such 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 such 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 such the Holder is entitled upon such the Holder’s conversion of any Conversion Amount this Security (as the case may be) (a “Conversion Failure”), and if on or after such Share Delivery Deadline (provided that such Holder places an order to purchase such shares before the time the Company remedies such failure) 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 number of shares of Common Stock, or a sale of a number of shares of Common Stock equal corresponding to all or any portion of the number of shares of Common Stock, Stock issuable upon such conversion that such the Holder so 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 such the Holder, the Company shall, within two three (23) Business Days after receipt of such the Holder’s request and in such the Holder’s discretion, either: (I) pay cash to such the Holder in an amount equal to such 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 such 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 balance account designee, as applicable, with DTC for the number of shares of Common Stock to which such the Holder is entitled upon such 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 such 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 such the Holder is entitled upon such the Holder’s conversion hereunder (as the case may be) and pay cash to such the 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 VWAP lowest Closing Sale Price of the Common Stock on any Trading Day during the attempted 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”). For Nothing shall limit the avoidance Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of doubt, specific performance and/or injunctive relief with respect to the extent 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 Company makes a payment contemplated payments by the foregoing sentence, the applicable portion Company set forth in this Section 3(c)(ii) shall be deemed to satisfy fully its obligations to delivery any shares of the Preferred Shares Common Stock pursuant to which the Conversion Failure applied shall no longer be outstandingSection 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 Deadline, either (I) if the Transfer Agent is not participating in FAST, to issue and deliver to such the Holder (or its designee) a certificate for the number of shares of Common Stock to which such 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 such 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 such the Holder is entitled upon such 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 Share Delivery Deadline that the issuance of such shares of Common Stock is not timely effected an amount equal to 2% of the product of (A) the sum of the number of shares of Common Stock not issued to the Holder on or prior to the Share Delivery Deadline and to which the Holder is entitled, multiplied by (B) 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 applicable Conversion Date and ending on the applicable Share Delivery Deadline and (2) 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 3(c)(ii) or otherwise. In addition to the foregoing, if on or prior to the Share Delivery Deadline either (A) if the Transfer Agent is not participating in FAST, the Company shall fail to issue and deliver 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 (provided that such the Holder places an order to purchase such shares before the time the Company remedies such failure) such Holder purchases acquires (in an open market transaction transaction, stock loan or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such 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 corresponding to all or any portion of the number of shares of Common Stock, Stock issuable upon such conversion that such the Holder so 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 such the Holder, the Company shall, within two (2) Business Days after receipt of such the Holder’s request and in such the Holder’s discretion, either: (I) pay cash to such the Holder in an amount equal to such the 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 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 balance account designee, as applicable, with DTC for the number of shares of Common Stock to which such the Holder is entitled upon such 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 such 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 such the Holder is entitled upon such the Holder’s conversion hereunder (as the case may be) and pay cash to such the 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 VWAP lowest Closing Sale Price of the Common Stock on any Trading Day during the attempted 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”). For Nothing shall limit the avoidance Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of doubt, specific performance and/or injunctive relief with respect to the extent that Company’s failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) upon the Company makes a payment contemplated by conversion of this Note as required pursuant to the foregoing sentence, the applicable portion of the Preferred Shares to which the Conversion Failure applied shall no longer be outstandingterms hereof.

Company’s Failure to Timely Convert. If If, at any time, the Company shall fail, for any reason or for no reason, on or prior fail to issue a certificate to the applicable Share Delivery Deadline, to issue to such Holder a certificate or credit the Holder’s balance account with DTC for the number of shares of Class A Common Stock to which such Holder is entitled and register such shares of Common Stock on the Company’s share register or to credit such Holder’s or its designee’s balance account with DTC for such number of shares of Common Stock to which such Holder is entitled upon such 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 (A) the Company shall pay damages to the Holder for each date of such Conversion Failure in an amount equal to 1.5% of the product of (I) the sum of the number of shares of Class A Common Stock not issued to the Holder on or prior to the Share Delivery Date and to which the Holder is entitled, and (II) the Closing Sale Price of the Class A Common Stock on the Share Delivery Date and (B) 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 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 obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 3(c)(ii) or otherwise. In lieu of the foregoing, if within three (3) Business Days after the Company’s receipt of the facsimile copy of a Conversion Notice the Company shall fail to issue and deliver a certificate to the Holder or credit the Holder’s balance account with DTC for the number of shares of Class A Common Stock to which the Holder is entitled upon the Holder’s conversion of any Conversion Amount, and if on or after such Share Delivery Deadline (provided that such Holder places an order to purchase such shares before Trading Day the time the Company remedies such failure) such Holder purchases (in an open market transaction or otherwise) shares of Class A Common Stock to deliver in satisfaction of a sale by such the Holder of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Class A Common Stock equal to all or any portion of the number of shares of Common Stock, issuable upon such conversion that such the Holder so anticipated receiving from the CompanyCompany (a “Buy-In”), then, in addition then the Holder may elect to all other remedies available to such Holder, require the Company shallto, within two three (23) Business Days after receipt of such the Holder’s request and in such the Holder’s discretion, either: either (Ii) pay cash to such the Holder in an amount equal to such 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 (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 Class A Common Stock) shall terminate, or (IIii) promptly honor its obligation to so issue and deliver to such the Holder a certificate or certificates representing such shares of Class A 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 such the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (xA) such number of shares of Class A Common Stock multiplied by times (yB) the VWAP of the Common Stock Closing Bid Price on the 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 Failure applied shall no longer be outstanding.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior fail to issue a certificate to the applicable Share Delivery DeadlineHolder or credit the Holder’s balance account with DTC, to issue to such Holder a certificate as applicable, for the number of shares of Common Stock to which such the Holder is entitled and register upon conversion of any Conversion Amount on or prior to the date which is three (3) Trading Days after the Conversion Date (a “Conversion Failure”), then (A) the Company shall pay damages to the Holder for each Trading Day of such Conversion Failure in an amount equal to 1.5% of the product of (1) the sum of the number of shares of Common Stock not issued to the Holder on or prior to the Share Delivery Date and to which the Holder is entitled, and (2) the Closing Sale Price of the Common Stock on the Share Delivery Date and (B) 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 share register obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 3(c)(iii) or otherwise. In addition to the foregoing, if within three (3) Trading Days after the Company’s receipt of the facsimile copy of a Conversion Notice, the Company shall fail to issue and deliver a certificate to the Holder or credit such the Holder’s or its designee’s balance account with DTC for such the number of shares of Common Stock to which such the Holder is entitled upon such Holderholder’s conversion of any Conversion Amount (as the case may be) (a “Conversion Failure”)Amount, and if on or after such Share Delivery Deadline (provided that such Holder places an order to purchase such shares before Trading Day the time the Company remedies such failure) such Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such 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 such the Holder so anticipated receiving from the CompanyCompany (a “Buy-In”), then, in addition to all other remedies available to such Holder, then the Company shall, within two five (25) Business Trading Days after receipt of such the Holder’s request and in such the Holder’s discretion, either: either (Ii) pay cash to such the Holder in an amount equal to such 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 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 (IIii) promptly honor its obligation to so issue and deliver to such the 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 such the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (xA) such number of shares of Common Stock multiplied by Stock, times (yB) the VWAP of the Common Stock Closing Bid Price on the 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 Failure applied shall no longer be outstanding.

Company’s Failure to Timely Convert. If Subject to the terms and conditions of this Certificate of Designations, if within three (3) trading days of the Company's receipt of the facsimile copy of the executed Conversion Notice (the third of such three days, the "Delivery Date") the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery Deadline, fails (x) to issue and deliver to such Holder a certificate for holder, in accordance with Section 4(b)(ii) hereof, the number of shares of Common Stock to which such Holder holder is entitled and register upon such shares holder's conversion of Common the Series A or (y) to issue a new Preferred Stock on Certificate representing the Company’s share register or to credit such Holder’s or its designee’s balance account with DTC for such number of shares of Common Stock Series A to which such Holder holder is entitled upon such Holder’s conversion of any Conversion Amount (as the case may bepursuant to Section 4(a) (a “"Conversion Failure”"), then in addition to all other available remedies which such holder may pursue hereunder and if on or after such Share Delivery Deadline under the Series A Convertible Preferred Stock Purchase Agreement (provided that such Holder places an order the "Purchase Agreement") to purchase such shares before the time be entered into among the Company remedies and the initial holders of the Series A (including indemnification pursuant to Section 6 thereof), the Company shall pay additional damages to such failure) such Holder purchases (holder on each business day after the Delivery Date in an open market transaction or otherwiseamount equal 0.5% of the product of (A) shares of Common Stock to deliver in satisfaction of a sale by such Holder of all or any portion the sum of the number of shares of Common Stock, or Stock not issued to the holder on a sale of a number of shares of Common Stock equal timely basis pursuant to all or any portion of the number of shares of Common Stock, issuable upon Section 4(a) to which such conversion that such Holder so anticipated receiving from the Company, thenholder is entitled and, in addition to all other remedies available to such Holder, the event 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 has failed to such Holder in an amount equal deliver a Preferred Stock Certificate to 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 holder on behalf, of such Holder) (the “Buy-In Price”a timely basis pursuant to Section 4(b)(ii), 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 issuable upon conversion of the shares of Series A represented by such Preferred Stock Certificate, as of the last possible date which the Company could have issued such Preferred Stock Certificate to which such Holder is entitled upon such Holder’s conversion hereunder holder without violating Section 4(b)(ii) and (B) the Closing Bid Price (as the case may bedefined below) (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 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 VWAP of the Common Stock on the attempted Conversion Date. For last possible date which the avoidance of doubtCompany could have issued such Common Stock or such Preferred Stock Certificate, as the case may be, to such holder without violating Section 4(b)(ii). The term "Closing Bid Price" shall mean, for any security as of any date, the extent that last closing bid price of such security on the OTC Bulletin Board or other principal exchange on which such security is traded as reported by Bloomberg, or, if no closing bid price is reported for such security by Bloomberg, the last closing trade price of such security as reported by Bloomberg, or, if no last closing trade price is reported for such security by Bloomberg, the average of the bid prices of any market makers for such security as reported in the "pink sheets" by the National Quotation Bureau, Inc. If the Closing Bid Price cannot be calculated for such security on any 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 makes and the holders of a payment contemplated by the foregoing sentence, the applicable portion majority of the Preferred Shares to which the Conversion Failure applied shall no longer be outstanding.outstanding shares of Series A.

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 such 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 such the Holder is entitled and register such shares of Common Stock on the Company’s share register or to credit such the Holder’s or its designee’s balance account with DTC for such number of shares of Common Stock to which such the Holder is entitled upon such 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 3(c)(i) and (2) 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 Share Delivery Deadline third (provided that such Holder places an order to purchase such shares before 3rd) Trading Day the time the Company remedies such failure) such Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such 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 such the Holder so anticipated receiving from the Company, then, in addition to all other remedies available to such the Holder, the Company shall, within two three (23) Business Days after receipt of such the Holder’s request and in such the Holder’s discretion, either: either (Ii) pay cash to such the Holder in an amount equal to such 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 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 such the Holder’s balance account with DTC for the number of shares of Common Stock to which such the 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 such the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (xA) such number of shares of Common Stock multiplied by (yB) the VWAP Closing Sale Price of the Common Stock on the attempted Trading Day immediately preceding the 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 Failure applied shall no longer be outstanding.

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 such Holder (or its designee) a certificate for the number of shares of Common Stock to which 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 such Holder’s or its designee’s balance account with DTC for such number of shares of Common Stock to which such Holder is entitled upon such HolderHxxxxx’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 such Holder, (X) the Company shall pay in cash to such Holder on each day after the Share Delivery Deadline that the issuance of such shares of Common Stock is not timely effected an amount equal to 2% of the product of (A) the sum of the number of shares of Common Stock not issued to such Holder on or prior to the Share Delivery Deadline and to which such Holder is entitled, multiplied by (B) 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 applicable Conversion Date and ending on the applicable Share Delivery Deadline, and (Y) such 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, all, or any portion, of such Preferred Shares that has not been converted pursuant to such Conversion Notice; provided that the voiding of 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)(ii) or otherwise. In addition to the foregoing, if on or prior to the Share Delivery Deadline either (A) the Transfer Agent is not participating in FAST, the Company shall fail to issue and deliver to such 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 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 Hxxxxx’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 (provided that such Holder places an order to purchase such shares before the time the Company remedies such failure) such Holder purchases acquires (in an open market transaction transaction, stock loan or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such 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 corresponding to all or any portion of the number of shares of Common Stock, Stock issuable upon such conversion that such Holder so 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 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 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 balance account 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 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 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 VWAP lowest Closing Sale Price of the Common Stock on any Trading Day during the attempted 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”). For Nothing herein shall limit the avoidance Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of doubt, specific performance and/or injunctive relief with respect to the extent that Company’s failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) upon the Company makes a payment contemplated by the foregoing sentence, the applicable portion conversion of the Preferred Shares as required pursuant to which 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 applied shall no longer be outstandingand/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 fail to issue a certificate to the applicable Share Delivery Deadline, to issue to such Holder a certificate or credit the Holder’s balance account with DTC for the number of shares of Common Stock to which such Holder is entitled and register such shares of Common Stock on the Company’s share register or to credit such Holder’s or its designee’s balance account with DTC for such number of shares of Common Stock to which such Holder is entitled upon such Holder’s conversion of any Conversion Amount (as on or prior to the case may be) (a “date which is three Trading Days after the Conversion Failure”)Date, and if on or after such Share Delivery Deadline (provided that such Holder places an order to purchase such shares before third Trading Day the time the Company remedies such failure) such Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such 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 that the number of shares of Common Stock, issuable upon such conversion that such Holder so anticipated receiving from the CompanyCompany pursuant hereto (a “Buy-In”), then, in addition to all other remedies available to such Holder, then the Company shall, within two (2) Business three Trading Days after receipt of such the Holder’s request and in such the Holder’s discretion, either: either (Ii) pay cash to such the Holder in an amount equal to such 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 (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 (IIii) promptly honor its obligation to so issue and deliver to such the 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 such the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (xA) such number of shares of Common Stock multiplied by Stock, times (yB) the VWAP Closing Sale Price on the date of the event giving rise to the Company’s obligation to deliver such certificate. If the Company shall fail to issue a certificate to the Holder or credit the Holder’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon conversion of any Conversion Amount on or prior to the date which is five Business Days after the Conversion Date (a “Conversion Failure”), then (A) the Company shall pay damages to the Holder for each date of such Conversion Failure in an amount equal to 1.0% of the product of (I) the sum of the number of shares of Common Stock not issued to the Holder on or prior to the Share Delivery Date and to which the Holder is entitled, and (II) the Closing Sale Price of the Common Stock on the attempted Conversion Date. For Share Delivery Date and (B) the avoidance of doubtHolder, upon written notice to the extent 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 Company makes voiding of a payment contemplated by Conversion Notice shall not affect the foregoing sentence, Company’s obligations to make any payments which have accrued prior to the applicable portion date of the Preferred Shares such notice pursuant to which the Conversion Failure applied shall no longer be outstandingthis Section 3(c)(ii) or otherwise.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on to issue to a Holder within three (3) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or prior to otherwise) (the applicable “Share Delivery Deadline”), to issue to such Holder a certificate for the number of shares of Common Stock to which such Holder is entitled and register such shares of Common Stock on the Company’s share register or to credit such Holder’s or its designee’s balance account with DTC for such number of shares of Common Stock to which such Holder is entitled upon 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 such Holder, such 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 Preferred Shares that 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 Certificate of Designations or otherwise and (y) the Company shall pay in cash to such 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 1.5% of the 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 Holder 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 such Holder and register such shares of Common Stock on the Company’s share register or credit such Holder’s or its designee’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 if on or after such Share Delivery Deadline third (provided that 3rd) Trading Day such Holder places an order to purchase (or any other Person in respect, or on behalf, of such shares before the time the Company remedies such failureHolder) 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 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 such Holder so anticipated receiving from the Company, then, in addition to all other remedies available to such Holder, the Company shall, within two three (23) Business Days after receipt of such Holder’s request and in such Holder’s discretion, either: either (Ii) pay cash to such Holder in an amount equal to 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 (IIii) 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 such Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (xA) such number of shares of Common Stock multiplied by (yB) the VWAP lowest Closing Sale Price of the Common Stock on any Trading Day during the attempted Conversion Date. For period commencing on the avoidance date of doubt, to the extent that the Company makes a payment contemplated by the foregoing sentence, the applicable portion Conversion Notice and ending on the date of the Preferred Shares to which the Conversion Failure applied shall no longer be outstandingsuch 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 such 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 such the Holder is entitled and register such shares of Common Stock on the Company’s share register or to credit such the Holder’s or its designee’s balance account with DTC for such number of shares of Common Stock to which such the Holder is entitled upon such 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 3(c)(i) and (2) 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 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 Share Delivery Deadline third (provided that such Holder places an order to purchase such shares before 3rd) Trading Day the time the Company remedies such failure) such Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such 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 such the Holder so anticipated receiving from the Company, then, in addition to all other remedies available to such the Holder, the Company shall, within two three (23) Business Days after receipt of such the Holder’s request and in such the Holder’s discretion, either: either (Ii) pay cash to such the Holder in an amount equal to such 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 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 such the Holder’s balance account with DTC for the number of shares of Common Stock to which such the 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 such the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (xA) such number of shares of Common Stock multiplied by (yB) the VWAP Closing Sale Price of the Common Stock on the attempted Trading Day immediately preceding the 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 Failure applied shall no longer be outstanding.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to issue to the applicable Holder within three (3) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise) (the “Share Delivery Deadline”), to issue to such Holder a certificate for the number of shares of Common Stock to which such the Holder is entitled and register such shares of Common Stock on the Company’s share register or to credit such the Holder’s or its designee’s balance account with DTC for such number of shares of Common Stock to which such the Holder is entitled upon such the Holder’s conversion of any Conversion Amount (as the case may be) (a “Conversion Failure”), and if on or after such Share Delivery Deadline (provided that such Holder places an order to purchase such shares before the time the Company remedies such failure) such Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such 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 such the Holder so anticipated receiving from the Company, then, in addition to all other remedies available to such the Holder, the Company shall, within two three (23) Business Trading Days after receipt of such the Holder’s written (including, without limitation by e-mail) request and in such the Holder’s discretion, either: either (Ii) pay cash to such the Holder in an amount equal to such 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 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 such the Holder’s balance account with DTC for the number of shares of Common Stock to which such the 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 such the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (xA) such number of shares of Common Stock multiplied by (yB) the VWAP Closing Sale Price of the Common Stock on the attempted Trading Day immediately preceding the 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 Failure applied shall no longer be outstanding.

Company’s Failure to Timely Convert. If from and after the Public Company Date the Company shall fail, for any reason or for no reason, on or prior fail to issue a certificate to the applicable Share Delivery DeadlineHolder, to issue to such if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, or credit the Holder's balance account with DTC, if the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program and the Conversion Shares are either registered for issuance or resale by the Holder a certificate or eligible for immediate resale by the Holder under the Rule 144, for the number of shares of Common Stock to which such Holder is entitled and register such shares of Common Stock on the Company’s share register or to credit such Holder’s or its designee’s balance account with DTC for such number of shares of Common Stock to which such Holder is entitled upon such Holder’s conversion of any Conversion Amount (as on or prior to the case may be) Share Delivery Date (a “"Conversion Failure”"), and if from and after the Public Company Date a Conversion Failure occurs or the Company fails to comply with its obligation to deliver shares of Common Stock as contemplated pursuant to clause (y) below, and if on or after such Share Delivery Deadline (provided that such Holder places an order to purchase such shares before Trading Day the time the Company remedies such failure) such Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such 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 such the Holder so anticipated receiving from the CompanyCompany (a "Buy-In"), then, in addition to all other remedies available to such Holder, then the Company shall, within two three (23) Business Trading Days after receipt of such the Holder’s 's request and in such the Holder’s 's discretion, either: either (Ix) pay cash to such the Holder in an amount equal to such the Holder’s '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 's obligation to so issue and deliver such certificate or credit such the Holder’s 's balance account with DTC DTC, as applicable, for the number of shares of Common Stock to which such the Holder is entitled upon such the Holder’s 's conversion hereunder (as of the case may be) (and to issue such shares of Common Stock) applicable Conversion Amount shall terminate, or (IIy) promptly honor its obligation to so issue and deliver to such the Holder a certificate or certificates representing such shares of Common Stock or credit such the Holder’s 's balance account with DTC for the number of such shares of Common Stock to which such Holder is entitled upon such Holder’s conversion hereunder (Stock, as the case may be) applicable, and pay cash to such the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (xA) such number of shares of Common Stock multiplied by Stock, times (yB) the VWAP of the Common Stock Closing Bid Price on the 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 Failure applied shall no longer be outstanding.

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, on or prior to the second (2nd) Trading Day after receipt of the applicable Conversion Notice of Conversion (the “Share Delivery Deadline”), either (I) if the Company’s stock transfer agent (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 its designee) a certificate for the number of shares of Common Stock to which 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 such Holder’s or its designee’s balance account with DTC for such number of shares of Common Stock to which such Holder is entitled upon 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 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 a “Notice Failure” and together with the event described in clause (I) above, a “Delivery Failure”), then, in addition to all other remedies available to such Holder, (X) the Company shall pay in cash to such Holder on each day after the Share Delivery Deadline that the issuance of such shares of Common Stock is not timely effected an amount equal to 1% of the product of (A) the sum of the number of shares of Common Stock not issued to such Holder on or prior to the Share Delivery Deadline and to which such Holder is entitled, multiplied by (B) 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 applicable date of such Conversion Amount Notice of Conversion and ending on the applicable Share Delivery Deadline, and (Y) such Holder, upon written notice to the Company, may void its Conversion Notice of Conversion with respect to, and retain or have returned, as the case may be, all, or any portion, of such Notes that has not been converted pursuant to such Conversion 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 6.12 or otherwise. In addition to the foregoing, from and after the issue date of the Notes, if on or prior to the Share Delivery Deadline either (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 “Conversion Failure”)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 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 Xxxxxx’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 (provided that such Holder places an order to purchase such shares before the time the Company remedies such failure) 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 number of shares of Common Stock, or a sale of a number of shares of Common Stock equal corresponding to all or any portion of the number of shares of Common Stock, Stock issuable upon such conversion that such Holder so 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 such Holder, the Company shall, within two (2) Business Days after receipt of such Holder’s request and in such HolderXxxxxx’s discretion, either: (I) pay cash to such Holder in an amount equal to 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 balance account 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 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 such Holder is entitled upon such HolderXxxxxx’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 VWAP lowest Closing Sale Priceclosing sale price of the Common Stock on any Trading Day during the attempted period commencing on the date of the applicable Conversion DateNotice of Conversion and ending on the date of such issuance and payment under this clause (II). For Nothing herein shall limit the avoidance Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of doubt, specific performance and/or injunctive relief with respect to the extent that Company’s failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) upon the Company makes conversion of this Note as required pursuant to the terms hereof. Neither the Trustee nor the Conversion Agent has any duty to determine whether a payment contemplated by Notice Failure, Delivery Failure or Buy-In has occurred, calculate or verify the foregoing sentence, the applicable portion calculations of Buy-In Price or notify Holders of any of the Preferred Shares to which the Conversion Failure applied shall no longer be outstandingforegoing.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior fail to issue a certificate to the applicable Share Delivery Deadline, to issue to such Holder a certificate for the number of shares of Common Stock to which such Holder is entitled and register such shares of Common Stock on the Company’s share register or to credit such Holder’s or its designee’s balance account with DTC for such number of shares of Common Stock to which such Holder is entitled upon such Holder’s conversion of any Conversion Amount (as the case may be) (a “Conversion Failure”), and if on or after such Share Delivery Deadline (provided that such Holder places an order to purchase such shares before the time the Company remedies such failure) 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 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 such Holder so anticipated receiving from the Company, 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 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 the Holder’s 's balance account with DTC for the number of shares of Common Stock to which such the Holder is entitled upon conversion of any Conversion Amount on or prior to the date which is five (5) Business Days after the Conversion Date (a "CONVERSION FAILURE"), then (A) the Company shall pay damages to the Holder for each date of such Conversion Failure in an amount equal to 1.0% (the "INITIAL PENALTY") of the product of (I) the sum of the number of shares of Common Stock not issued to the Holder on or prior to the Share Delivery Date and to which the Holder is entitled, and (II) the Closing Sale Price of the Common Stock on the Share Delivery Date and (B) the Holder’s conversion hereunder (, 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 3(c)(ii) or otherwise. In addition to the foregoing, if within three (and 3) Trading Days after the Company's receipt of the facsimile copy of a Conversion Notice the Company shall fail 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 to the Holder or credit such the Holder’s 's balance account with DTC for the number of shares of Common Stock to which such the Holder is entitled upon such holder's conversion of any Conversion Amount, and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) Common Stock to deliver in satisfaction of a sale by the Holder of Common Stock issuable upon such conversion that the Holder anticipated receiving from the Company (a "BUY-IN"), then the Company shall, within three (3) Business Days (or ten (10) Business Days if the failure to deliver Common Stock is due to a Force Majeure Event) after the Holder’s conversion hereunder 's request and in the Holder's discretion, either (as i) pay cash to the case may beHolder in an amount equal to the Holder's total purchase price (including brokerage commissions, 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 Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Common Stock and pay cash to such the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (xA) such number of shares of Common Stock multiplied by Stock, times (yB) the VWAP of the Common Stock Closing Bid Price on the attempted Conversion Date. For Notwithstanding the avoidance of doubtforegoing, to the extent that the Company makes shall not be required to pay the Initial Penalty in the event that a payment contemplated Conversion Failure is caused, directly or indirectly, by the foregoing sentenceacts of God, the applicable portion acts of the Preferred Shares public enemy, acts of any governmental body in its sovereign or contractual capacity, fires, floods, epidemics, strikes, labor disputes, inability to which 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 Conversion Failure applied shall no longer be outstandingfinancial markets of the United States or Israel (any of the foregoing, a "FORCE MAJEURE EVENT").

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 such Holder (or its designee) a certificate for the number of shares of Common Stock Conversion Shares to which 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 such Holder’s or its designee’s balance account with DTC for such number of shares of Common Stock Conversion Shares to which such Holder is entitled upon such HolderXxxxxx’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 such Holder, (X) the Company shall pay in cash to such Holder on each day after the Share Delivery Deadline that the issuance of such Conversion Shares is not timely effected an amount equal to 2% of the product of (A) the sum of the number of Conversion Shares not issued to such Holder on or prior to the Share Delivery Deadline and to which such Holder is entitled, multiplied by (B) 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 applicable Conversion Date and ending on the applicable Share Delivery Deadline, and (Y) such 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, all, or any portion, of 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)(ii) or otherwise. In addition to the foregoing, if on or prior to the Share Delivery Deadline either (A) the Transfer Agent is not participating in FAST, 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, 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 if on or after such Share Delivery Deadline (provided that such Holder places an order to purchase such shares before the time the Company remedies such failure) such Holder purchases acquires (in an open market transaction transaction, stock loan or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such 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 corresponding to all or any portion of the number of shares of Common Stock, Conversion Shares issuable upon such conversion that such Holder so 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 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 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 Conversion Shares) or credit to 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 such Holder is entitled upon such Holder’s conversion hereunder (as the case may be) (and to issue such shares of Common StockConversion Shares) 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 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 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 VWAP lowest Closing Sale Price of the Common Stock on any Trading Day during the attempted 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”). For Nothing herein shall limit the avoidance Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of doubt, specific performance and/or injunctive relief with respect to the extent that Company’s failure to timely deliver certificates representing Conversion Shares (or to electronically deliver such Conversion Shares) upon the Company makes a payment contemplated by the foregoing sentence, the applicable portion conversion of the Preferred Shares as required pursuant to which 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 applied shall no longer be outstandingNotice 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 the Company shall fail, for any reason or for no reason, on or prior fail to issue a certificate to the applicable Share Delivery DeadlineHolder or credit the Holder’s balance account with DTC, to issue to such Holder a certificate as applicable, for the number of shares of Common Stock to which such the Holder is entitled and register upon conversion of any Conversion Amount on or prior to the Share Delivery Date (a “Conversion Failure”), then (A) the Company shall pay damages to the Holder for each Trading Day of such Conversion Failure in an amount equal to 1.5% of the product of (1) the sum of the number of shares of Common Stock not issued to the Holder on or prior to the Share Delivery Date and to which the Holder is entitled, and (2) the Closing Sale Price of the Common Stock on the Share Delivery Date; provided, that the payment of such damages shall not relieve the Company from its obligation to deliver the shares to which the Holder is entitled upon conversion of such Conversion Amount except to the extent of a voided Conversion Notice pursuant to clause (B) of this sentence and (B) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to any portion of the Conversion Amount in respect of which there has been a Conversion Failure, and retain or have returned, as the case may be, any portion of this Note in respect of which there has been a Conversion Failure; provided that the voiding of a Conversion Notice shall not affect the Company’s share register obligations to pay any amounts which have accrued prior to the date of such notice pursuant to this Section 3(c)(ii) or otherwise. In addition to the foregoing, if the Company shall fail on or prior to the Share Delivery Date to issue and deliver a certificate to the Holder or credit such the Holder’s or its designee’s balance account with DTC for such the number of shares of Common Stock to which such the Holder is entitled upon such the Holder’s conversion 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 beii) (a “Conversion Failure”)below, and if on or after such Share Delivery Deadline (provided that such Holder places an order to purchase such shares before Trading Day the time the Company remedies such failure) such Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such 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 such the Holder so anticipated receiving from the CompanyCompany (a “Buy-In”), then, in addition to all other remedies available to such Holder, then the Company shall, within two three (23) Business Trading Days after receipt of such the Holder’s request and in such the Holder’s discretion, either: either (Ii) pay cash to such the Holder in an amount equal to such 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 such 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 shares of Common Stock to which the Holder is entitled upon the Holder’s conversion of the applicable Conversion Amount shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Common Stock or credit the Holder’s balance account with DTC for the number of shares of Common Stock to which such the 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 such the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (xA) such number of shares of Common Stock multiplied by Stock, times (yB) the VWAP of the Common Stock Closing Sale Price on the 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 Failure applied shall no longer be outstanding.

Company’s Failure to Timely Convert. If within one (1) Business Day after the Company’s receipt of the facsimile or email copy of a Conversion Notice, the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery Deadline, fail to issue and deliver to such Holder a certificate for the number of shares of Common Stock to which such Holder is entitled and register such shares of Common Stock on the Company’s share register or to credit such Holder’s or its designee’s balance account with DTC for such number of shares of Common Stock to which such Holder is entitled upon such Holder’s conversion of any Conversion Amount (as the case may be) (a “Conversion Failure”), the Principal amount under this Note shall increase by Three Thousand Dollars Exhibit A Form of Note (GrowLife Secured Credit Facility) ($3,000) per day until the Company issues and delivers a certificate to the Holder for the number of shares of Common Stock to which the Holder is entitled upon such Holder’s conversion of any Conversion Amount. If the Company fails to deliver shares in accordance with the timeframe stated in this Section, resulting in a Conversion Failure, the Holder, at any time prior to selling all of those shares, may rescind any portion, in whole or in part, of that particular conversion attributable to the unsold shares and have the rescinded Conversion Amount returned to the Principal with the rescinded Conversion Shares returned to the Company. In addition to any other rights available to the Holder, if a Conversion Failure occurs, and if on or after such Share Delivery Deadline (provided that such Conversion Failure the Holder places an order is required by its brokerage firm to purchase such shares before the time the Company remedies such failure) such Holder purchases (in an open market transaction or otherwise) ), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by such the Holder of all or any portion of the number of shares of Common StockConversion Shares which the Holder was entitled to receive upon the conversion relating to such date (a “Buy-In”), or a sale of a number of shares of Common Stock equal then the Company shall (A) pay in cash to all or any portion of the number of shares of Common Stock, issuable upon such conversion that such Holder so anticipated receiving from the Company, then, (in addition to all any other remedies available to such or elected by the Holder, ) the Company shall, within two amount by which (21) 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 the Holder’s total purchase price (including any brokerage commissions and other out-of-pocket expenses, if anycommissions) for the Common Stock so purchased exceeds (2) the product of (a) the aggregate number of shares of Common Stock so purchased that the Holder was entitled to receive from the conversion at issue multiplied by (including, without limitation, by any other Person in respect, or on behalf, of such Holderb) (the “Buy-In Price”), actual sale price at which point the Company’s sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue (if surrendered) this Note in a principal amount equal to so issue and the principal amount of the attempted conversion or deliver such certificate or credit such Holder’s balance account with DTC for to the Holder the number of shares of Common Stock that would have been issued if the Company had timely complied with its delivery requirements hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000.00 to cover a Buy-In with respect to an attempted conversion of this Note with respect to which such Holder is entitled upon such Holder’s conversion hereunder the actual sale price of the Conversion Shares (as the case may beincluding any brokerage commissions) (and to issue such shares of Common Stock) shall terminate, or (II) promptly honor its obligation to so issue and deliver giving rise to such purchase obligation was a total of $10,000.00 under clause (A) of the immediately preceding sentence, the Company shall be required to pay the Holder a certificate or certificates representing such shares of Common Stock or credit such Holder’s balance account with DTC for $1,000.00. The Holder shall provide the number of shares of Common Stock Company written notice indicating the amounts payable 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) respect of the Buy-In Price over and, upon request of the product Company, evidence of (x) the amount of such number loss. Nothing herein shall limit a 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 multiplied by (y) the VWAP upon conversion of the Common Stock on the attempted Conversion Date. For the avoidance of doubt, this Note as required pursuant 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 Failure applied shall no longer be outstandingterms hereof.