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

Company’s Failure to Timely Convert. If within three (3) Trading Days after the Company's receipt of an email copy of a Conversion Notice, 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 ADSs to which the Holder is entitled upon such holder's conversion of any Conversion Amount (a "Conversion Failure"), and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) ADSs to deliver in satisfaction of a sale by the Holder of ADSs issuable upon such conversion that the Holder anticipated receiving from the Company (a "Buy-In"), then the Company shall, within three (3) Business Days after the Holder's 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 ADSs so purchased (the "Buy-In Price"), at which point the Company's obligation to deliver such certificate (and to issue such ADSs) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such 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 ADSs, times (B) the Closing Bid Price on the Conversion Date.

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

Company’s Failure to Timely Convert. The Company 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 within three (3) after the third Trading Days Day after the Company's ’s receipt of an email a facsimile copy of a Conversion Notice, Instrument of Transfer, and Letter of Transmittal Conversation Notice (“Share Delivery Due Date”) the Company shall fail has failed 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 ADSs to which the Holder is entitled upon such holder's Holder’s conversion of any Conversion Amount (a "“Conversion Failure"”), and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) ADSs Common Stock to deliver in satisfaction of a sale by the Holder of ADSs 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 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 ADSs 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 ADSsCommon Stock) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such ADSs 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 ADSsshares 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 ’s receipt of an email the facsimile 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 ’s balance account with DTC for the number of ADSs shares of Common Stock to which the Holder is entitled upon such holder's ’s conversion of any Conversion Amount as a result of the Company’s negligence or willful misconduct (a "“Conversion Failure"”), and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) ADSs Common Stock to deliver in satisfaction of a sale by the Holder of ADSs 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 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 ADSs 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 ADSsCommon Stock) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such ADSs 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 ADSsshares 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).