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

Company’s Failure to Timely Convert. Company shall issue and deliver a certificate to the Holder or credit the Holder's balance account with DTC for the number of shares of Stock to which the Holder is entitled upon each conversion of any Conversion Amount within 3 Trading Days after the Company's receipt by electronic mail of a copy of a Conversion Notice. If the Company fails to deliver such shares within 3 Trading Days, unless such delivery failure results from a failure of the Company’s transfer agent to issue such shares as a result of an act of terrorism, war, natural disaster, act of god or other force majeure event, (a "Conversion Failure"), and if on or after a Conversion Failure the Holder purchases (in an open market transaction or otherwise) Stock to deliver in satisfaction of a sale by the Holder of Stock issuable upon such conversion that the Holder anticipated receiving from the Company (a "Buy-In"), then the Company shall, within 3 Business Days after the Holder's request and in the Holder's discretion, either (i) pay cash to the Holder in an amount equal to the Holder's total purchase price (including brokerage commissions and other out of pocket expenses, if any) for the shares of Stock so purchased (the "Buy-In Price"), at which point the Company's obligation to deliver such certificate (and to issue such Stock) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Stock and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Stock, times (B) the Closing Bid Price on the Conversion Date.

Company’s Failure to Timely Convert. If the Company shall fail to issue and deliver a certificate to the Holder or credit the Holder's balance account with DTC DTC, as applicable, for the such number of shares of Stock Common Shares to which the Holder is entitled upon each conversion of any Conversion Amount within 3 on or prior to the date which is three (3) Trading Days after the Company's receipt by electronic mail of a copy of a Conversion Notice. If the Company fails to deliver such shares within 3 Trading Days, unless such delivery failure results from a failure of the Company’s transfer agent to issue such shares as a result of an act of terrorism, war, natural disaster, act of god or other force majeure event, Date (a "Conversion Failure"), and if on or after a such Conversion Failure the Holder purchases (in an open market transaction or otherwise) Stock Common Shares to deliver in satisfaction of a sale by the Holder of Stock Common Shares issuable upon such conversion that the Holder anticipated receiving from the Company (a "Buy-In"), then the Company shall, within 3 Business three (3) Trading Days after the Holder's request and in the Holder's discretion, either (ix) pay cash to the Holder in an amount equal to the Holder's total purchase price (including brokerage commissions and other out of reasonable out-of-pocket brokerage expenses, if any) for the shares of Stock Common Shares so purchased (the "Buy-In Price"), at which point the Company's obligation to issue and deliver such a certificate to the Holder (and to issue such StockCommon Shares) or credit the Holder's balance account with DTC for such Common Shares shall terminate, or (iiy) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Stock Common Shares or credit such Holder's balance account with DTC and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (AI) such number of shares of StockCommon Shares, times (BII) the Closing Bid Price on the Conversion Date.

Company’s Failure to Timely Convert. If within three (3) Trading Days after the Company's receipt of an email copy of a Conversion Notice the Company shall fail to issue and deliver a certificate to the Holder or credit the Holder's balance account with DTC for the number of shares of Stock ADSs to which the Holder is entitled upon each such holder's conversion of any Conversion Amount within 3 Trading Days after the Company's receipt by electronic mail of a copy of a Conversion Notice. If the Company fails to deliver such shares within 3 Trading Days, unless such delivery failure results from a failure of the Company’s transfer agent to issue such shares as a result of an act of terrorism, war, natural disaster, act of god or other force majeure event, (a "Conversion Failure"), and if on or after a Conversion Failure such Trading Day the Holder purchases (in an open market transaction or otherwise) Stock ADSs to deliver in satisfaction of a sale by the Holder of Stock ADSs issuable upon such conversion that the Holder anticipated receiving from the Company (a "Buy-In"), then the Company shall, within 3 three (3) Business Days after the Holder's request and in the Holder's discretion, either (i) pay cash to the Holder in an amount equal to the Holder's total purchase price (including brokerage commissions and other out of pocket expenses, if any) for the shares of Stock ADSs so purchased (the "“Buy-In Price"”), at which point the Company's obligation to deliver such certificate (and to issue such StockADSs (and the underlying Ordinary Shares)) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Stock ADSs to which the Holder is entitled with respect to such Conversion Notice and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Stock, times ADSs multiplied by (B) the Closing Bid Price on the Conversion Date.

Company’s Failure to Timely Convert. If within three (3) Trading Days after the Company's receipt of an email copy of a Conversion Notice, Instrument of Transfer, and Letter of Transmittal the Company shall 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 Holder or credit the Holder's balance account with DTC for the number of shares of Stock ADSs to which the Holder is entitled upon each such holder's conversion of any Conversion Amount within 3 Trading Days after the Company's receipt by electronic mail of a copy of a Conversion Notice. If the Company fails to deliver such shares within 3 Trading Days, unless such delivery failure results from a failure of the Company’s transfer agent to issue such shares as a result of an act of terrorism, war, natural disaster, act of god or other force majeure event, (a "Conversion Failure"), and if on or after a Conversion Failure such Trading Day the Holder purchases (in an open market transaction or otherwise) Stock ADSs to deliver in satisfaction of a sale by the Holder of Stock ADSs issuable upon such conversion that the Holder anticipated receiving from the Company (a "Buy-In"), then the Company shall, within 3 three (3) Business Days after the Holder's request and in the Holder's discretion, either (i) pay cash to the Holder in an amount equal to the Holder's total purchase price (including brokerage commissions and other out of pocket expenses, if any) for the shares of Stock ADSs so purchased (the "Buy-In Price"), at which point the Company's obligation to deliver such certificate (and to issue such StockADSs) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Stock ADSs and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of StockADSs, times (B) the Closing Bid Price on the Conversion Date.

Company’s Failure to Timely Convert. The Company shall understands that a delay in the delivery of the certificates representing the Common Stock issuable upon conversion of this Note could result in economic loss to the Holder. If after the third Trading Day after the Company’s receipt of a facsimile copy of a Conversation Notice (“Share Delivery Due Date”) the Company has failed to issue and deliver a certificate to the Holder or credit the upon such Holder's balance account with DTC for the number of shares of Stock to which the Holder is entitled upon each ’s conversion of any Conversion Amount within 3 Trading Days after the Company's receipt by electronic mail of a copy of a Conversion Notice. If the Company fails to deliver such shares within 3 Trading Days, unless such delivery failure results from a failure of the Company’s transfer agent to issue such shares as a result of an act of terrorism, war, natural disaster, act of god or other force majeure event, (a "“Conversion Failure"”), and if on or after a Conversion Failure 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 3 three (3) Business Days after the Holder's ’s request and in the Holder's ’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder's ’s total purchase price (including brokerage commissions and other out of pocket expenses, if any) for the shares of Common Stock so purchased (the "“Buy-In Price"”), at which point the Company's ’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 the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the Closing Bid Price on the Conversion Date.

Company’s Failure to Timely Convert. 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 the Holder's ’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon each such holder’s conversion of any Conversion Amount within 3 Trading Days after the Company's receipt by electronic mail of as a copy of a Conversion Notice. If the Company fails to deliver such shares within 3 Trading Days, unless such delivery failure results from a failure result of the Company’s transfer agent to issue such shares as a result of an act of terrorism, war, natural disaster, act of god negligence or other force majeure event, willful misconduct (a "“Conversion Failure"”), and if on or after a Conversion Failure 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 3 three (3) Business Days after the Holder's ’s request and in the Holder's ’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder's ’s total purchase price (including excluding brokerage commissions and other out of pocket expenses, if any) for the shares of Common Stock so purchased (the "“Buy-In Price"”), at which point the Company's ’s obligation to 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 the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the Closing Bid Price on the Conversion Date. For purposes of clarity, a Conversion Failure shall not include the failure to obtain Stockholder Approval (as defined in the Securities Purchase Agreement).