Common use of Delivery of Common Stock Upon Conversion Clause in Contracts

Delivery of Common Stock Upon Conversion. (i) Upon receipt of a Conversion Notice, the Company shall, no later than the close of business on the third (3rd) Business Day following the Conversion Date set forth in such Conversion Notice (the “Delivery Date”), issue and deliver or cause to be delivered to the Holder the number of Conversion Shares determined pursuant to paragraph 3(c) above, provided, however, that any Conversion Shares that are the subject of a Dispute Procedure shall be delivered no later than the close of business on the third (3rd) Business Day following the determination made pursuant thereto. The Company shall effect delivery of Conversion Shares to the Holder, as long as the Company’s designated transfer agent or co-transfer agent in the United States for the Common Stock (the “Transfer Agent”) participates in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program (“FAST”) and no restrictive legend is required pursuant to the terms of this Note or the Note Purchase Agreement, by crediting the account of the Holder or its nominee at DTC (as specified in the applicable Conversion Notice) with the number of Conversion Shares required to be delivered, no later than the close of business on such Delivery Date. In the event that the Transfer Agent is not a participant in FAST or if the Holder so specifies in a Conversion Notice or otherwise in writing on or before the Conversion Date, or if a restrictive legend is required pursuant to the terms of this Note or the Note Purchase Agreement, the Company shall effect delivery of Conversion Shares by delivering to the Holder or its nominee physical certificates representing such Conversion Shares, no later than the close of business on such Delivery Date. If any Conversion would create a fractional Conversion Share, such fractional Conversion Share shall be disregarded and the number of Conversion Shares issuable upon such Conversion, in the aggregate, shall be rounded up or down, as the case may be, to the nearest whole number of Conversion Shares. Conversion Shares delivered to the Holder shall not contain any restrictive legend unless such legend is required pursuant to the terms of the Note Purchase Agreement. (ii) If the Company shall fail, for any reason or for no reason, to issue and deliver to the Holder on the Delivery Date therefor the number of Conversion Shares to which the Holder is entitled upon a conversion of this Note in accordance with subparagraph (d)(i) above, then, in addition to all other remedies available to the Holder, the Company shall pay in cash to the Holder, for each period of thirty (30) days (pro rated for partial periods) following such Delivery Date until such Conversion Shares are delivered to the Holder, an amount equal to 1.5% 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 and (B) VWAP. (iii) In addition to any amounts payable pursuant to paragraph (ii) above, if the Company fails to timely deliver the required number of Conversion Shares in the manner required pursuant to this Section, and if prior to the receipt of such Conversion Shares, the Holder or the Holder’s broker purchases (in an open market transaction or otherwise) shares of Common Stock for delivery in satisfaction of a sale by the Holder of the Conversion Shares which the Holder anticipated receiving upon such conversion (a “Buy-In”), then the Company shall (1) pay in cash to the Holder the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Conversion Shares that the Company was required to deliver to the Holder in connection with the conversion at issue by (B) the closing bid price of the Common Stock on the Conversion Date and (2) at the option of the Holder upon written notice delivered to the Company prior to the date on which such Conversion Shares are delivered to the Holder, either reinstate the portion of this Note and equivalent number of Conversion Shares for which such conversion was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its conversion and delivery obligations hereunder. The Holder shall provide to the Company a written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with the calculation thereof in reasonable detail. (iv) In the event that the Company fails to deliver the required number of Conversion Shares in the manner and within the time period(s) required pursuant to this Section, then the Holder will have the right to rescind such conversion upon delivering to the Company a written notice to such effect prior to the date on which such Conversion Shares are delivered in accordance with this Section. (v) The Company’s obligations to issue and deliver Conversion Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same. 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 the required Conversion Shares in the manner required pursuant to this Section upon conversion of this Note.

Delivery of Common Stock Upon Conversion. (i) Upon receipt of a Conversion Notice, the The Company shall, no later than the close of business on the third (3rd) Business Day following the Optional Conversion Date set forth in such Conversion Notice or the Mandatory Conversion Date, as applicable (the “Delivery Date”), issue and deliver or cause to be delivered to the Holder the number of Conversion Shares determined pursuant to paragraph 3(c3(d) above, provided, however, that any Conversion Shares that are the subject of a Dispute Procedure shall be delivered no later than the close of business on the third (3rd) Business Day following the determination made pursuant thereto. The Company shall effect delivery of Conversion Shares to the Holder, as long as the Company’s designated transfer agent or co-transfer agent in the United States for the Common Stock (the “Transfer Agent”) participates in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program (“FAST”) and no restrictive legend is required pursuant to the terms of this Note or the Note Securities Purchase Agreement, by crediting the account of the Holder or its nominee at DTC (as specified in the applicable Conversion Notice) with the number of Conversion Shares required to be delivered, no later than the close of business on such Delivery Date. In the event that the Transfer Agent is not a participant in FAST or if the Holder so specifies in a Conversion Notice or otherwise in writing on or before the Conversion Date, or if a restrictive legend is required pursuant to the terms of this Note or the Note Securities Purchase Agreement, the Company shall effect delivery of Conversion Shares by delivering to the Holder or its nominee physical certificates representing such Conversion Shares, no later than the close of business on such Delivery Date. If any Conversion would create a fractional Conversion Share, such fractional Conversion Share shall be disregarded and the number of Conversion Shares issuable upon such Conversion, in the aggregate, shall be rounded up or down, as the case may be, to the nearest whole number of Conversion Shares. Conversion Shares delivered to the Holder shall not contain any restrictive legend unless such legend is required pursuant to the terms of the Note Purchase Agreement. (ii) If the Company shall fail, for any reason or for no reason, to issue and deliver to the Holder on the Delivery Date therefor the number of Conversion Shares to which the Holder is entitled upon a conversion of this Note in accordance with subparagraph (d)(i) above, then, in addition to all other remedies available to the Holder, the Company shall pay in cash to the Holder, for each period of thirty (30) days (pro rated for partial periods) following such Delivery Date until such Conversion Shares are delivered to the Holder, an amount equal to 1.5% 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 and (B) VWAP. (iii) In addition to any amounts payable pursuant to paragraph (ii) above, if the Company fails to timely deliver the required number of Conversion Shares in the manner required pursuant to this Section, and if prior to the receipt of such Conversion Shares, the Holder or the Holder’s broker purchases (in an open market transaction or otherwise) shares of Common Stock for delivery in satisfaction of a sale by the Holder of the Conversion Shares which the Holder anticipated receiving upon such conversion (a “Buy-In”), then the Company shall (1) pay in cash to the Holder the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Conversion Shares that the Company was required to deliver to the Holder in connection with the conversion at issue by (B) the closing bid price of the Common Stock on the Conversion Date and (2) at the option of the Holder upon written notice delivered to the Company prior to the date on which such Conversion Shares are delivered to the Holder, either reinstate the portion of this Note and equivalent number of Conversion Shares for which such conversion was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its conversion and delivery obligations hereunder. The Holder shall provide to the Company a written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with the calculation thereof in reasonable detail. (iv) In the event that the Company fails to deliver the required number of Conversion Shares in the manner and within the time period(s) required pursuant to this Section, then the Holder will have the right to rescind such conversion upon delivering to the Company a written notice to such effect prior to the date on which such Conversion Shares are delivered in accordance with this Section. (v) The Company’s obligations to issue and deliver Conversion Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same. Nothing herein shall limit a HolderXxxxxx’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 the required Conversion Shares in the manner required pursuant to this Section upon conversion of this Note.

Delivery of Common Stock Upon Conversion. (i) Upon receipt of a Conversion NoticeNotice pursuant to paragraph 2(c) above, the Company Corporation shall, no later than the close of business on the third (3rd) Business Day following the Conversion Date set forth in such Conversion Notice (the “"Delivery Date”"), issue and deliver or cause caused to be delivered to the Holder the number of Conversion Shares determined pursuant to paragraph 3(c2(d) above, provided, however, that any Conversion Shares that are the subject of a Dispute Procedure shall be delivered no later than the close of business on the third (3rd) Business Day following the determination made pursuant thereto. The Company Corporation shall effect delivery of Conversion Shares to the HolderHolder by, as long as the Company’s designated transfer agent or co-transfer agent in the United States for the Common Stock (the “Transfer Agent”) Agent participates in the Depository Trust Company (“"DTC”") Fast Automated Securities Transfer program (“"FAST”) and no restrictive legend is required pursuant to the terms of this Note or the Note Purchase Agreement"), by crediting the account of the Holder or its nominee at DTC (as specified in the applicable Conversion Notice) with the number of Conversion Shares required to be delivered, no later than the close of business on such Delivery Date. In the event that the Transfer Agent is not a participant in FAST or if the Holder so specifies in a Conversion Notice or otherwise in writing on or before the Conversion Date, or if a restrictive legend is required pursuant to the terms of this Note or the Note Purchase Agreement, the Company Corporation shall effect delivery of Conversion Shares by delivering to the Holder or its nominee physical certificates representing such Conversion Shares, no later than the close of business on such Delivery Date. If any Conversion would create a fractional Conversion Share, such fractional Conversion Share shall be disregarded and the number of Conversion Shares issuable upon such Conversion, in the aggregate, shall be rounded up or down, as the case may be, to the nearest whole next higher number of Conversion Shares. Conversion Shares delivered to the Holder shall not contain any restrictive legend unless such legend is required pursuant to as long as the terms resale of the Note Purchase Agreement. (ii) If the Company shall fail, for any reason or for no reason, to issue and deliver to the Holder on the Delivery Date therefor the number of Conversion Shares to which the Holder is entitled upon a conversion of this Note in accordance with subparagraph (d)(i) above, then, in addition to all other remedies available to the Holder, the Company shall pay in cash to the Holder, for each period of thirty (30) days (pro rated for partial periods) following such Delivery Date until such Conversion Shares are delivered to the Holder, an amount equal to 1.5% of the product of (A) is covered by an effective Registration Statement (as defined in 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 and Registration Rights Agreement), (B) VWAP. (iii) In addition to any amounts payable has been made pursuant to paragraph Rule 144 under the Securities Act of 1933, as amended (iithe "Securities Act"), or (C) above, if the Company fails to timely deliver the required number of Conversion Shares in the manner required may be made pursuant to this Section, and if prior to Rule 144(k) under the receipt of such Conversion Shares, the Holder Securities Act or the Holder’s broker purchases (in an open market transaction any successor rule or otherwise) shares of Common Stock for delivery in satisfaction of a sale by the Holder of the Conversion Shares which the Holder anticipated receiving upon such conversion (a “Buy-In”), then the Company shall (1) pay in cash to the Holder the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Conversion Shares that the Company was required to deliver to the Holder in connection with the conversion at issue by (B) the closing bid price of the Common Stock on the Conversion Date and (2) at the option of the Holder upon written notice delivered to the Company prior to the date on which such Conversion Shares are delivered to the Holder, either reinstate the portion of this Note and equivalent number of Conversion Shares for which such conversion was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its conversion and delivery obligations hereunder. The Holder shall provide to the Company a written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with the calculation thereof in reasonable detailprovision. (iv) In the event that the Company fails to deliver the required number of Conversion Shares in the manner and within the time period(s) required pursuant to this Section, then the Holder will have the right to rescind such conversion upon delivering to the Company a written notice to such effect prior to the date on which such Conversion Shares are delivered in accordance with this Section. (v) The Company’s obligations to issue and deliver Conversion Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same. 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 the required Conversion Shares in the manner required pursuant to this Section upon conversion of this Note.

Delivery of Common Stock Upon Conversion. (i) Upon receipt of a Conversion NoticeNotice from a Holder pursuant to paragraph 4(b) above, the Company shallCorporation shall instruct the Transfer Agent to deliver to such Holder, no later than the close of business on the later to occur of (i) the third (3rd) Business Day following the Conversion Date set forth in such Conversion Notice and (ii) the Business Day following the day on which such Holder delivers to the Corporation the certificates representing the Preferred Shares being converted (the “"Delivery Date”"), issue and deliver or cause to be delivered to the Holder the number of Conversion Shares determined pursuant to paragraph 3(c) above, provided, however, that any Conversion Shares that are the subject of a Dispute Procedure as shall be delivered no later than determined as provided in the close of business on the third (3rd) Business Day following the determination made pursuant theretoStock Purchase Agreement. The Company Corporation shall instruct the Transfer Agent to effect delivery of Conversion Shares to the Holdera Holder by, as long as the Company’s designated transfer agent or co-transfer agent in the United States for the Common Stock (the “Transfer Agent”) Agent participates in the Depository Trust Company (“"DTC”") Fast Automated Securities Transfer program (“"FAST”) and no restrictive legend is required pursuant to the terms of this Note or the Note Purchase Agreement"), by crediting the account of the such Holder or its nominee at DTC (as specified in the applicable Conversion Notice) with the number Number of Conversion Shares required to be delivered, no later than the close of business on such Delivery Date. In the event that the Transfer transfer Agent is not a participant in FAST or if the a Holder so specifies in a Conversion Notice or otherwise in writing on or before the Conversion Date, or if a restrictive legend is required pursuant to the terms of this Note or the Note Purchase Agreementwriting, the Company Corporation shall instruct the Transfer Agent to effect delivery of Conversion Shares by delivering to the Holder or its nominee physical certificates representing such Conversion Shares, no later than the close of business on such Delivery Date. If any Conversion would create a fractional Conversion Share, such fractional Conversion Share shall be disregarded and the number of Conversion Shares issuable upon such Conversion, in the aggregate, shall be rounded up or down, as the case may be, to the nearest whole next higher number of Conversion Shares. Conversion Shares delivered to the Holder shall not contain any restrictive legend unless as long as (A) the sale or transfer of such legend Conversion Shares is required covered by an effective Registration Statement, (B) such Conversion Shares can be sold pursuant to Rule 144 ("Rule 144") under the terms of the Note Purchase Agreement. (ii) If the Company shall fail, for any reason or for no reason, to issue Securities Act and deliver a registered broker dealer provides to the Holder on the Delivery Date therefor the number of Conversion Shares to which the Holder is entitled upon Corporation a conversion of this Note in accordance with subparagraph customary broker's Rule 144 letter, or (d)(iC) above, then, in addition to all other remedies available to the Holder, the Company shall pay in cash to the Holder, for each period of thirty (30) days (pro rated for partial periods) following such Delivery Date until such Conversion Shares are delivered to the Holder, an amount equal to 1.5% of the product of (Aeligible for resale under Rule 144(k) 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 and (B) VWAPor any successor rule or provision. (iii) In addition to any amounts payable pursuant to paragraph (ii) above, if the Company fails to timely deliver the required number of Conversion Shares in the manner required pursuant to this Section, and if prior to the receipt of such Conversion Shares, the Holder or the Holder’s broker purchases (in an open market transaction or otherwise) shares of Common Stock for delivery in satisfaction of a sale by the Holder of the Conversion Shares which the Holder anticipated receiving upon such conversion (a “Buy-In”), then the Company shall (1) pay in cash to the Holder the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Conversion Shares that the Company was required to deliver to the Holder in connection with the conversion at issue by (B) the closing bid price of the Common Stock on the Conversion Date and (2) at the option of the Holder upon written notice delivered to the Company prior to the date on which such Conversion Shares are delivered to the Holder, either reinstate the portion of this Note and equivalent number of Conversion Shares for which such conversion was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its conversion and delivery obligations hereunder. The Holder shall provide to the Company a written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with the calculation thereof in reasonable detail. (iv) In the event that the Company fails to deliver the required number of Conversion Shares in the manner and within the time period(s) required pursuant to this Section, then the Holder will have the right to rescind such conversion upon delivering to the Company a written notice to such effect prior to the date on which such Conversion Shares are delivered in accordance with this Section. (v) The Company’s obligations to issue and deliver Conversion Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same. 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 the required Conversion Shares in the manner required pursuant to this Section upon conversion of this Note.

Delivery of Common Stock Upon Conversion. (i) Upon receipt of a Conversion Notice, the Company shall, no later than the close of business on the third (3rd) Business Day following the later to occur of (i) the Conversion Date set forth in such Conversion Notice and (ii) the date on which the transfer taxes specified in paragraph 3(b), if any, are paid in full (the “Delivery Date”), issue and deliver or cause to be delivered to the Holder the number of Conversion Shares determined pursuant to paragraph 3(c) above, provided, however, that any Conversion Shares that are the subject of a Dispute Procedure shall be delivered no later than the close of business on the third (3rd) Business Day following the determination made pursuant thereto. The Company shall effect delivery of Conversion Shares to the Holder, as long as the Company’s designated transfer agent or co-transfer agent in the United States for the Common Stock (the “Transfer Agent”) participates in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program (“FAST”) and no restrictive legend is required pursuant to the terms of this Note or the Note Purchase Agreement), by crediting the account of the Holder or its nominee at DTC (as specified in the applicable Conversion Notice) with the number of Conversion Shares required to be delivered, no later than the close of business on such Delivery Date. In the event that the Transfer Agent is not a participant in FAST or if the Holder so specifies in a Conversion Notice or otherwise in writing on or before the Conversion Date, or if a restrictive legend is required pursuant to the terms of this Note or the Note Purchase Agreement, the Company shall effect delivery of Conversion Shares by delivering to the Holder or its nominee physical certificates representing such Conversion Shares, no later than the close of business on such Delivery Date. If any Conversion would create a fractional Conversion Share, such fractional Conversion Share shall be disregarded and the number of Conversion Shares issuable upon such Conversion, in the aggregate, shall be rounded up or down, as the case may be, to the nearest whole number of Conversion Shares. Conversion Shares delivered to the Holder shall not contain any restrictive legend unless such legend is required pursuant to the terms of the Note Securities Purchase Agreement. (ii) If the Company shall fail, for any reason or for no reason, to issue and deliver to the Holder on the Delivery Date therefor the number of Conversion Shares to which the Holder is entitled upon a conversion of this Note in accordance with subparagraph (d)(i) above, then, in addition to all other remedies available to the Holder, the Company shall pay in cash to the Holder, for each period of thirty (30) days (pro rated for partial periods) following such Delivery Date until such Conversion Shares are delivered to the Holder, an amount equal to 1.5% 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 and (B) VWAP. (iii) In addition to any amounts payable pursuant to paragraph (ii) above, if the Company fails to timely deliver the required number of Conversion Shares in the manner required pursuant to this Section, and if prior to the receipt of such Conversion Shares, the Holder or the Holder’s broker purchases (in an open market transaction or otherwise) shares of Common Stock for delivery in satisfaction of a sale by the Holder of the Conversion Shares which the Holder anticipated receiving upon such conversion (a “Buy-In”), then the Company shall (1) pay in cash to the Holder the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Conversion Shares that the Company was required to deliver to the Holder in connection with the conversion at issue by (B) the closing bid price of the Common Stock on the Conversion Date and (2) at the option of the Holder upon written notice delivered to the Company prior to the date on which such Conversion Shares are delivered to the Holder, either reinstate the portion of this Note and equivalent number of Conversion Shares for which such conversion was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its conversion and delivery obligations hereunder. The Holder shall provide to the Company a written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with the calculation thereof in reasonable detail. (iv) In the event that the Company fails to deliver the required number of Conversion Shares in the manner and within the time period(s) required pursuant to this Section, then the Holder will have the right to rescind such conversion upon delivering to the Company a written notice to such effect prior to the date on which such Conversion Shares are delivered in accordance with this Section. (v) The Company’s obligations to issue and deliver Conversion Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same. 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 the required Conversion Shares in the manner required pursuant to this Section upon conversion of this Note.

Delivery of Common Stock Upon Conversion. (i) Upon receipt of a Conversion Notice, the The Company shall, no later than the close of business on the third (3rd) Business Day following the Optional Conversion Date set forth in such Conversion Notice or the Mandatory Conversion Date, as applicable (the “Delivery Date”), issue and deliver or cause to be delivered to the Holder the number of Conversion Shares determined pursuant to paragraph 3(c3(d) above, provided, however, that any Conversion Shares that are the subject of a Dispute Procedure shall be delivered no later than the close of business on the third (3rd) Business Day following the determination made pursuant thereto. The Company shall effect delivery of Conversion Shares to the Holder, as long as the Company’s designated transfer agent or co-transfer agent in the United States for the Common Stock (the “Transfer Agent”) participates in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program (“FAST”) and no restrictive legend is required pursuant to the terms of this Note or the Note Securities Purchase Agreement, by crediting the account of the Holder or its nominee at DTC (as specified in the applicable Conversion Notice) with the number of Conversion Shares required to be delivered, no later than the close of business on such Delivery Date. In the event that the Transfer Agent is not a participant in FAST or if the Holder so specifies in a Conversion Notice or otherwise in writing on or before the Conversion Date, or if a restrictive legend is required pursuant to the terms of this Note or the Note Securities Purchase Agreement, the Company shall effect delivery of Conversion Shares by delivering to the Holder or its nominee physical certificates representing such Conversion Shares, no later than the close of business on such Delivery Date. If any Conversion would create a fractional Conversion Share, such fractional Conversion Share shall be disregarded and the number of Conversion Shares issuable upon such Conversion, in the aggregate, shall be rounded up or down, as the case may be, to the nearest whole number of Conversion Shares. Conversion Shares delivered to the Holder shall not contain any restrictive legend unless such legend is required pursuant to the terms of the Note Purchase Agreement. (ii) If the Company shall fail, for any reason or for no reason, to issue and deliver to the Holder on the Delivery Date therefor the number of Conversion Shares to which the Holder is entitled upon a conversion of this Note in accordance with subparagraph (d)(i) above, then, in addition to all other remedies available to the Holder, the Company shall pay in cash to the Holder, for each period of thirty (30) days (pro rated for partial periods) following such Delivery Date until such Conversion Shares are delivered to the Holder, an amount equal to 1.5% 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 and (B) VWAP. (iii) In addition to any amounts payable pursuant to paragraph (ii) above, if the Company fails to timely deliver the required number of Conversion Shares in the manner required pursuant to this Section, and if prior to the receipt of such Conversion Shares, the Holder or the Holder’s broker purchases (in an open market transaction or otherwise) shares of Common Stock for delivery in satisfaction of a sale by the Holder of the Conversion Shares which the Holder anticipated receiving upon such conversion (a “Buy-In”), then the Company shall (1) pay in cash to the Holder the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Conversion Shares that the Company was required to deliver to the Holder in connection with the conversion at issue by (B) the closing bid price of the Common Stock on the Conversion Date and (2) at the option of the Holder upon written notice delivered to the Company prior to the date on which such Conversion Shares are delivered to the Holder, either reinstate the portion of this Note and equivalent number of Conversion Shares for which such conversion was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its conversion and delivery obligations hereunder. The Holder shall provide to the Company a written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with the calculation thereof in reasonable detail. (iv) In the event that the Company fails to deliver the required number of Conversion Shares in the manner and within the time period(s) required pursuant to this Section, then the Holder will have the right to rescind such conversion upon delivering to the Company a written notice to such effect prior to the date on which such Conversion Shares are delivered in accordance with this Section. (v) The Company’s obligations to issue and deliver Conversion Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same. 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 the required Conversion Shares in the manner required pursuant to this Section upon conversion of this Note.

Delivery of Common Stock Upon Conversion. (i) Upon receipt of a Conversion Notice, the Company shall, no later than the close of business on the third (3rd) Business Day following the Conversion Date set forth in such Conversion Notice (the “Delivery Date”), issue and deliver or cause to be delivered to the Holder the number of Conversion Shares determined pursuant to paragraph 3(c) above, provided, however, that any Conversion Shares that are the subject of a Dispute Procedure shall be delivered no later than the close of business on the third (3rd) Business Day following the determination made pursuant thereto. The Company shall effect delivery of Conversion Shares to the Holder, as long as the Company’s designated transfer agent or co-transfer agent in the United States for the Common Stock (the “Transfer Agent”) participates in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program (“FAST”) and no restrictive legend is required pursuant to the terms of this Note Debenture or the Note Securities Purchase Agreement, by crediting the account of the Holder or its nominee at DTC (as specified in the applicable Conversion Notice) with the number of Conversion Shares required to be delivered, no later than the close of business on such Delivery Date. In the event that the Transfer Agent is not a participant in FAST or if the Holder so specifies in a Conversion Notice or otherwise in writing on or before the Conversion Date, or if a restrictive legend is required pursuant to the terms of this Note or the Note Purchase Agreement, the Company shall effect delivery of Conversion Shares by delivering to the Holder or its nominee physical certificates representing such Conversion Shares, no later than the close of business on such Delivery Date. If any Conversion would create a fractional Conversion Share, such fractional Conversion Share shall be disregarded and the number of Conversion Shares issuable upon such Conversion, in the aggregate, shall be rounded up or down, as the case may be, to the nearest whole number of Conversion Shares. Conversion Shares delivered to the Holder shall not contain any restrictive legend unless such legend is required pursuant to the terms of the Note Securities Purchase Agreement. (ii) If the Company shall fail, for any reason or for no reason, to issue and deliver to the Holder on the Delivery Date therefor the number of Conversion Shares to which the Holder is entitled upon a conversion of this Note in accordance with subparagraph (d)(i) above, then, in addition to all other remedies available to the Holder, the Company shall pay in cash to the Holder, for each period of thirty (30) days (pro rated for partial periods) following such Delivery Date until such Conversion Shares are delivered to the Holder, an amount equal to 1.5% 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 and (B) VWAP. (iii) In addition to any amounts payable pursuant to paragraph (ii) above, if the Company fails to timely deliver the required number of Conversion Shares in the manner required pursuant to this Section, and if prior to the receipt of such Conversion Shares, the Holder or the Holder’s broker purchases (in an open market transaction or otherwise) shares of Common Stock for delivery in satisfaction of a sale by the Holder of the Conversion Shares which the Holder anticipated receiving upon such conversion (a “Buy-In”), then the Company shall (1) pay in cash to the Holder the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Conversion Shares that the Company was required to deliver to the Holder in connection with the conversion at issue by (B) the closing bid price of the Common Stock on the Conversion Date and (2) at the option of the Holder upon written notice delivered to the Company prior to the date on which such Conversion Shares are delivered to the Holder, either reinstate the portion of this Note and equivalent number of Conversion Shares for which such conversion was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its conversion and delivery obligations hereunder. The Holder shall provide to the Company a written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with the calculation thereof in reasonable detail. (iv) In the event that the Company fails to deliver the required number of Conversion Shares in the manner and within the time period(s) required pursuant to this Section, then the Holder will have the right to rescind such conversion upon delivering to the Company a written notice to such effect prior to the date on which such Conversion Shares are delivered in accordance with this Section. (v) The Company’s obligations to issue and deliver Conversion Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same. 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 the required Conversion Shares in the manner required pursuant to this Section upon conversion of this Note.

Delivery of Common Stock Upon Conversion. (i) Upon receipt by the Corporation from a Series A Holder of a Conversion NoticeNotice of Conversion, sent in the manner provided for in paragraph (b) hereof and meeting the requirements for conversion as provided for hereinabove, the Company shallSeries A Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, no later than the close number of business shares of Series A Preferred Stock held by the Series A Holder shall be reduced to reflect such conversion, and all rights with respect to the Series A Preferred Stock being so converted shall forthwith terminate except the right to receive the Common Stock on such conversion, and the third (3rd) Business Day following the Conversion Date set forth in such Conversion Notice (the “Delivery Date”), Corporation shall issue and deliver or cause to be issued and delivered to or upon the order of the Series A Holder the number of Conversion Shares determined pursuant to paragraph 3(c) above, provided, however, that any Conversion Shares that are the subject of a Dispute Procedure shall be delivered no later than the close of business on the third (3rd) Business Day following the determination made pursuant thereto. The Company shall effect delivery of Conversion Shares to the Holder, as long as the Company’s designated transfer agent or co-transfer agent in the United States certificate for the Common Stock issuable upon such conversion within three (3) Business Days after receipt of the respective Notice of Conversion (the “Transfer AgentShare Delivery Deadline”) participates ). In addition to any other rights available to the Series A Holder, if the Corporation fails to cause the Corporation’s transfer agent to transmit to the Series A Holder the Common Stock in accordance with the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program (“FAST”) and no restrictive legend is required provisions of this Certificate of Designations pursuant to the terms of this Note or the Note Purchase Agreement, by crediting the account of the Holder or its nominee at DTC (as specified in the applicable Conversion Notice) with the number a Notice of Conversion Shares required to be delivered, no later than the close of business on such Delivery Date. In the event that the Transfer Agent is not a participant in FAST or if the Holder so specifies in a Conversion Notice or otherwise in writing on or before the Conversion Date, or if a restrictive legend is required pursuant to the terms of this Note or the Note Purchase Agreement, the Company shall effect delivery of Conversion Shares by delivering to the Holder or its nominee physical certificates representing such Conversion Shares, no later than the close of business on such respective Share Delivery Date. If any Conversion would create a fractional Conversion Share, such fractional Conversion Share shall be disregarded and the number of Conversion Shares issuable upon such Conversion, in the aggregate, shall be rounded up or down, as the case may be, to the nearest whole number of Conversion Shares. Conversion Shares delivered to the Holder shall not contain any restrictive legend unless such legend is required pursuant to the terms of the Note Purchase Agreement. (ii) If the Company shall fail, for any reason or for no reason, to issue and deliver to the Holder on the Delivery Date therefor the number of Conversion Shares to which the Holder is entitled upon a conversion of this Note in accordance with subparagraph (d)(i) above, then, in addition to all other remedies available to the Holder, the Company shall pay in cash to the Holder, for each period of thirty (30) days (pro rated for partial periods) following such Delivery Date until such Conversion Shares are delivered to the Holder, an amount equal to 1.5% 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 and (B) VWAP. (iii) In addition to any amounts payable pursuant to paragraph (ii) above, if the Company fails to timely deliver the required number of Conversion Shares in the manner required pursuant to this SectionDeadline, and if prior after such date the Series A Holder is required by its broker to the receipt of such Conversion Shares, the Holder or the Holder’s broker purchases purchase (in an open market transaction or otherwise) or the Series A Holder’s brokerage firm otherwise purchases, shares of Common Stock for delivery to deliver in satisfaction of a sale by the Series A Holder of the Conversion Shares Common Stock which the Series A Holder anticipated receiving upon such conversion Notice of Conversion (a “Buy-In”), then the Company Corporation shall (1A) pay in cash to the Holder Series A Holder, within ten (10) Business Days of Series A Holder’s request, the amount amount, if any, by which (x) the Series A Holder's ’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying product of (A1) the number of Conversion Shares Common Stock that the Company Corporation was required to deliver to the Series A Holder in connection with the conversion Notice of Conversion at issue by times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) the closing bid price of the Common Stock on the Conversion Date and (2) at the option of the Holder upon written notice delivered to the Company prior to the date on which such Conversion Shares are delivered to the Series A Holder, either reinstate the portion of this Note the Series A Preferred Stock and equivalent number of Conversion Shares Common Stock for which such conversion Notice of Conversion was not honored (in which case such Notice of Conversion shall be deemed rescinded) or deliver to the Series A Holder within three (3) Business Days of Series A Holder’s request the number of shares of Common Stock that would have been issued had the Company Corporation timely complied with its conversion and delivery obligations hereunder. For example, if the Series A Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion into Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence, the Corporation shall be required to pay the Series A Holder $1,000. The Series A Holder shall provide to the Company a Corporation written notice indicating the amounts payable to the Series A Holder in respect of the Buy-InIn and, together with upon request of the calculation thereof in reasonable detail. (iv) In Corporation, evidence of the event that the Company fails to deliver the required number amount of Conversion Shares in the manner and within the time period(s) required pursuant to this Section, then the Holder will have the right to rescind such conversion upon delivering to the Company a written notice to such effect prior to the date on which such Conversion Shares are delivered in accordance with this Section. (v) The Company’s obligations to issue and deliver Conversion Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the sameloss. Nothing herein shall limit a Series 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 CompanyCorporation’s failure to timely deliver shares of Common Stock upon conversion of the required Conversion Shares in the manner Series A Preferred Stock as required pursuant to this Section upon conversion of this Notethe terms hereof.

Delivery of Common Stock Upon Conversion. (i) Upon receipt of a Conversion NoticeNotice from a Holder pursuant to paragraph 4(b) above, the Company shallCorporation shall instruct the Transfer Agent to deliver to such Holder, no later than the close of business on the later to occur of (i) the third (3rd) Business Day following the Conversion Date set forth in such Conversion Notice and (ii) the Business Day following the day on which such Holder delivers to the Corporation the certificates representing the Preferred Shares being converted (the “"Delivery Date”"), issue and deliver or cause to be delivered to the Holder the number of Conversion Shares determined pursuant to paragraph 3(c) above, provided, however, that any Conversion Shares that are the subject of a Dispute Procedure as shall be delivered no later than the close of business on the third (3rd) Business Day following the determination made pursuant theretodetermined as provided herein. The Company Corporation shall instruct the Transfer Agent to effect delivery of Conversion Shares to the Holdera Holder by, as long as the Company’s designated transfer agent or co-transfer agent in the United States for the Common Stock (the “Transfer Agent”) Agent participates in the Depository Trust Company (“"DTC”") Fast Automated Securities Transfer program (“"FAST”) and no restrictive legend is required pursuant to the terms of this Note or the Note Purchase Agreement"), by crediting the account of the such Holder or its nominee at DTC (as specified in the applicable Conversion Notice) with the number of Conversion Shares required to be delivered, no later than the close of business on such Delivery Date. In the event that the Transfer Agent is not a participant in FAST or if the a Holder so specifies in a Conversion Notice or otherwise in writing on or before the Conversion Date, or if a restrictive legend is required pursuant to the terms of this Note or the Note Purchase Agreementwriting, the Company Corporation shall instruct the Transfer Agent to effect delivery of Conversion Shares by delivering to the Holder or its nominee physical certificates representing such Conversion Shares, no later than the close of business on such Delivery Date. If any Conversion would create a fractional Conversion Share, such fractional Conversion Share shall be disregarded and the number of Conversion Shares issuable upon such Conversion, in the aggregate, shall be rounded up or down, as the case may be, to the nearest whole next higher number of Conversion Shares. Conversion Shares delivered to the Holder shall not contain any restrictive legend unless as long as (A) the sale or transfer of such legend Conversion Shares is required covered by an effective Registration Statement, (B) such Conversion Shares can be sold pursuant to Rule 144 ("Rule 144") under the terms Securities Act of the Note Purchase Agreement. 1933, as amended (ii“Securities Act”) If the Company shall fail, for any reason or for no reason, to issue and deliver a registered broker dealer provides to the Holder on the Delivery Date therefor the number of Conversion Shares to which the Holder is entitled upon Corporation a conversion of this Note in accordance with subparagraph customary broker's Rule 144 letter, or (d)(iC) above, then, in addition to all other remedies available to the Holder, the Company shall pay in cash to the Holder, for each period of thirty (30) days (pro rated for partial periods) following such Delivery Date until such Conversion Shares are delivered to the Holder, an amount equal to 1.5% of the product of (Aeligible for resale under Rule 144(k) 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 and (B) VWAPor any successor rule or provision. (iii) In addition to any amounts payable pursuant to paragraph (ii) above, if the Company fails to timely deliver the required number of Conversion Shares in the manner required pursuant to this Section, and if prior to the receipt of such Conversion Shares, the Holder or the Holder’s broker purchases (in an open market transaction or otherwise) shares of Common Stock for delivery in satisfaction of a sale by the Holder of the Conversion Shares which the Holder anticipated receiving upon such conversion (a “Buy-In”), then the Company shall (1) pay in cash to the Holder the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Conversion Shares that the Company was required to deliver to the Holder in connection with the conversion at issue by (B) the closing bid price of the Common Stock on the Conversion Date and (2) at the option of the Holder upon written notice delivered to the Company prior to the date on which such Conversion Shares are delivered to the Holder, either reinstate the portion of this Note and equivalent number of Conversion Shares for which such conversion was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its conversion and delivery obligations hereunder. The Holder shall provide to the Company a written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with the calculation thereof in reasonable detail. (iv) In the event that the Company fails to deliver the required number of Conversion Shares in the manner and within the time period(s) required pursuant to this Section, then the Holder will have the right to rescind such conversion upon delivering to the Company a written notice to such effect prior to the date on which such Conversion Shares are delivered in accordance with this Section. (v) The Company’s obligations to issue and deliver Conversion Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same. 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 the required Conversion Shares in the manner required pursuant to this Section upon conversion of this Note.

Delivery of Common Stock Upon Conversion. (i) Upon receipt the surrender of Series C Preferred Stock Certificates accompanied by a Conversion NoticeNotice of Conversion, the Company Corporation (itself, or through its transfer agent, as appropriate) shall, no later than the close later of business on (a) the third fifth (3rd5th) Business Day following the Conversion Date set forth and (b) the Business Day immediately following the date of such surrender (or, in such Conversion Notice the case of lost, stolen or destroyed certificates, after provision of indemnity pursuant to Article XI B) (the “"Delivery Date”Period"), issue and deliver or cause to be delivered (i.e., deposit with a nationally recognized overnight courier service portage prepaid) to the Holder or its nominee (x) that number of shares of Common Stock issuable upon conversion of such shares of Series C Preferred Stock being converted and (y) a certificate representing the number of shares of Series C Preferred Stock not being converted, if any. Notwithstanding the foregoing, the Holder of Series C Preferred Stock shall, for all purposes, be deemed to be a record owner of that number of shares of Common Stock issuable upon conversion of those shares of Series C Preferred Stock set forth in the Conversion Shares determined pursuant to paragraph 3(c) aboveNotice as at the date of such Conversion Notice. In addition, provided, however, that any Conversion Shares that are if the subject of a Dispute Procedure shall be delivered no later than the close of business on the third (3rd) Business Day following the determination made pursuant thereto. The Company shall effect delivery of Conversion Shares to the Holder, as long as the Company’s designated Corporation's transfer agent or co-transfer agent in the United States for the Common Stock (the “Transfer Agent”) participates is participating in the Depository Trust Company Corporation (“"DTC”") Fast Automated Securities Transfer program program, and so long as the certificates therefor do not bear a legend (“FAST”) and no restrictive legend is required pursuant to the terms of this Note or the Note Securities Purchase Agreement) and the Holder thereof is not then required to return such certificate for the placement of a legend thereon (pursuant to the terms of the Securities Purchase Agreement), the Corporation shall cause its transfer agent to promptly electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of the Holder or its nominee at with DTC through its Deposit Withdrawal Agent Commission system (as specified in "DTC Transfer"). If the applicable Conversion Notice) with the number of Conversion Shares required aforementioned conditions to be delivered, no later than the close of business on such Delivery Date. In the event that the a DTC Transfer Agent is are not a participant in FAST or if the Holder so specifies in a Conversion Notice or otherwise in writing on or before the Conversion Date, or if a restrictive legend is required pursuant to the terms of this Note or the Note Purchase Agreementsatisfied, the Company Corporation shall effect delivery of Conversion Shares by delivering deliver as provided above to the Holder or its nominee physical certificates representing such Conversion Shares, no later than the close of business on such Delivery Date. If any Conversion would create a fractional Conversion Share, such fractional Conversion Share shall be disregarded and the number of Conversion Shares Common Stock issuable upon such Conversionconversion. Further, in a Holder may instruct the aggregate, shall be rounded up or down, as the case may be, to the nearest whole number of Conversion Shares. Conversion Shares delivered to the Holder shall not contain any restrictive legend unless such legend is required pursuant to the terms of the Note Purchase Agreement. (ii) If the Company shall fail, for any reason or for no reason, to issue and deliver to the Holder on the Delivery Date therefor the number of Conversion Shares to which the Holder is entitled upon a conversion of this Note in accordance with subparagraph (d)(i) above, then, in addition to all other remedies available to the Holder, the Company shall pay in cash to the Holder, for each period of thirty (30) days (pro rated for partial periods) following such Delivery Date until such Conversion Shares are delivered to the Holder, an amount equal to 1.5% 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 and (B) VWAP. (iii) In addition to any amounts payable pursuant to paragraph (ii) above, if the Company fails to timely deliver the required number of Conversion Shares in the manner required pursuant to this Section, and if prior to the receipt of such Conversion Shares, the Holder or the Holder’s broker purchases (in an open market transaction or otherwise) shares of Common Stock for delivery in satisfaction of a sale by the Holder of the Conversion Shares which the Holder anticipated receiving upon such conversion (a “Buy-In”), then the Company shall (1) pay in cash to the Holder the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Conversion Shares that the Company was required Corporation to deliver to the Holder in connection with the conversion at issue by (B) the closing bid price of physical certificates representing the Common Stock on the Conversion Date and (2) at the option of the Holder upon written notice delivered to the Company prior to the date on which such Conversion Shares are delivered to the Holder, either reinstate the portion of this Note and equivalent number of Conversion Shares for which such conversion was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its conversion and delivery obligations hereunder. The Holder shall provide to the Company a written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with the calculation thereof in reasonable detail. (iv) In the event that the Company fails to deliver the required number of Conversion Shares in the manner and within the time period(s) required pursuant to this Section, then the Holder will have the right to rescind such conversion upon delivering to the Company a written notice to such effect prior to the date on which such Conversion Shares are delivered in accordance with this Section. (v) The Company’s obligations to issue and deliver Conversion Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same. 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 the required Conversion Shares in the manner required pursuant to this Section issuable upon conversion in lieu of this Notedelivering such shares by way of DTC Transfer.

Delivery of Common Stock Upon Conversion. (i) Upon receipt the surrender of Series B Preferred Stock Certificates accompanied by a Conversion NoticeNotice of Conversion, the Company Corporation (itself, or through its transfer agent, as appropriate) shall, no later than the close later of business on (a) the third fifth (3rd5th) Business Trading Day following the Conversion Date set forth and (b) the Trading Day immediately following the date of such surrender (or, in such Conversion Notice the case of lost, stolen or destroyed certificates, after provision of indemnity pursuant to Article XI B) (the “"Delivery Date”Period"), issue and deliver or cause to be delivered (i.e., deposit with a nationally recognized overnight courier service postage prepaid) to the Holder or its nominee (x) that number of shares of Common Stock issuable upon conversion of such shares of Series B Preferred Stock being converted and (y) a certificate representing the number of shares of Series B Preferred Stock not being converted, if any. Notwithstanding the foregoing, the Holder of Series B Preferred Stock shall, for all purposes, be deemed to be a record owner of that number of shares of Common Stock issuable upon conversion of those shares of Series B Preferred Stock set forth in the Conversion Shares determined pursuant to paragraph 3(c) aboveNotice as at the date of such Conversion Notice. In addition, provided, however, that any Conversion Shares that are if the subject of a Dispute Procedure shall be delivered no later than the close of business on the third (3rd) Business Day following the determination made pursuant thereto. The Company shall effect delivery of Conversion Shares to the Holder, as long as the Company’s designated Corporation's transfer agent or co-transfer agent in the United States for the Common Stock (the “Transfer Agent”) participates is participating in the Depository Trust Company Corporation (“"DTC”") Fast Automated Securities Transfer program (“FAST”) program, and no restrictive so long as the certificates therefor do not bear a legend and the Holder thereof is not then required pursuant to return such certificate for the placement of a legend thereon, the Corporation shall cause its transfer agent to promptly electronically transmit the Common Stock issuable upon conversion to the terms of this Note or the Note Purchase Agreement, Holder by crediting the account of the Holder or its nominee at with DTC through its Deposit Withdrawal Agent Commission system (as specified in "DTC Transfer"). If the applicable Conversion Notice) with the number of Conversion Shares required aforementioned conditions to be delivered, no later than the close of business on such Delivery Date. In the event that the a DTC Transfer Agent is are not a participant in FAST or if the Holder so specifies in a Conversion Notice or otherwise in writing on or before the Conversion Date, or if a restrictive legend is required pursuant to the terms of this Note or the Note Purchase Agreementsatisfied, the Company Corporation shall effect delivery of Conversion Shares by delivering deliver as provided above to the Holder or its nominee physical certificates representing such Conversion Shares, no later than the close of business on such Delivery Date. If any Conversion would create a fractional Conversion Share, such fractional Conversion Share shall be disregarded and the number of Conversion Shares Common Stock issuable upon such Conversionconversion. Further, in a Holder may instruct the aggregate, shall be rounded up or down, as the case may be, to the nearest whole number of Conversion Shares. Conversion Shares delivered to the Holder shall not contain any restrictive legend unless such legend is required pursuant to the terms of the Note Purchase Agreement. (ii) If the Company shall fail, for any reason or for no reason, to issue and deliver to the Holder on the Delivery Date therefor the number of Conversion Shares to which the Holder is entitled upon a conversion of this Note in accordance with subparagraph (d)(i) above, then, in addition to all other remedies available to the Holder, the Company shall pay in cash to the Holder, for each period of thirty (30) days (pro rated for partial periods) following such Delivery Date until such Conversion Shares are delivered to the Holder, an amount equal to 1.5% 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 and (B) VWAP. (iii) In addition to any amounts payable pursuant to paragraph (ii) above, if the Company fails to timely deliver the required number of Conversion Shares in the manner required pursuant to this Section, and if prior to the receipt of such Conversion Shares, the Holder or the Holder’s broker purchases (in an open market transaction or otherwise) shares of Common Stock for delivery in satisfaction of a sale by the Holder of the Conversion Shares which the Holder anticipated receiving upon such conversion (a “Buy-In”), then the Company shall (1) pay in cash to the Holder the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Conversion Shares that the Company was required Corporation to deliver to the Holder in connection with the conversion at issue by (B) the closing bid price of physical certificates representing the Common Stock on the Conversion Date and (2) at the option of the Holder upon written notice delivered to the Company prior to the date on which such Conversion Shares are delivered to the Holder, either reinstate the portion of this Note and equivalent number of Conversion Shares for which such conversion was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its conversion and delivery obligations hereunder. The Holder shall provide to the Company a written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with the calculation thereof in reasonable detail. (iv) In the event that the Company fails to deliver the required number of Conversion Shares in the manner and within the time period(s) required pursuant to this Section, then the Holder will have the right to rescind such conversion upon delivering to the Company a written notice to such effect prior to the date on which such Conversion Shares are delivered in accordance with this Section. (v) The Company’s obligations to issue and deliver Conversion Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same. 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 the required Conversion Shares in the manner required pursuant to this Section issuable upon conversion in lieu of this Notedelivering such shares by way of DTC Transfer.

Delivery of Common Stock Upon Conversion. (i) Upon receipt of a Conversion Notice, the Company shall, no later than the close of business on the third sixth (3rd6th) Business Day following the Conversion Date set forth in such Conversion Notice (the “Delivery Date”), issue and deliver or cause to be delivered to the Holder the number of Conversion Shares determined pursuant to paragraph Section 3(c) above, provided, however, that any Conversion Shares that are the subject of a Dispute Procedure shall be delivered no later than the close of business on the third sixth (3rd6th) Business Day following the determination made pursuant thereto. The Company shall effect delivery of Conversion Shares to the Holder, as long as the Company’s designated transfer agent or co-transfer agent in the United States for the Common Stock (the “Transfer Agent”) participates in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program (“FAST”) and no restrictive legend is required pursuant to the terms of this Note or the Note Purchase Agreement), by crediting the account of the Holder or its nominee at DTC (as specified in the applicable Conversion Notice) with the number of Conversion Shares required to be delivered, no later than the close of business on such Delivery Date. In the event that the Transfer Agent is not a participant in FAST or if the Holder so specifies in a Conversion Notice or otherwise in writing on or before the Conversion Date, or if a restrictive legend is required pursuant to the terms of this Note or the Note Purchase Agreement, the Company shall effect delivery of Conversion Shares by delivering to the Holder or its nominee physical certificates representing such Conversion Shares, no later than the close of business on such Delivery Date. If any Conversion would create a fractional Conversion Share, such fractional Conversion Share shall be disregarded and the number of Conversion Shares issuable upon such Conversion, in the aggregate, shall be rounded up or down, as the case may be, to the nearest whole number of Conversion Shares. Conversion Shares delivered to the Holder shall not contain any restrictive legend unless such legend is required pursuant to the terms of the Note Securities Purchase Agreement. (ii) If the Company shall fail, for any reason or for no reason, to issue and deliver to the Holder on the Delivery Date therefor the number of Conversion Shares to which the Holder is entitled upon a conversion of this Note in accordance with subparagraph (d)(i) above, then, in addition to all other remedies available to the Holder, the Company shall pay in cash to the Holder, for each period of thirty (30) days (pro rated for partial periods) following such Delivery Date until such Conversion Shares are delivered to the Holder, an amount equal to 1.5% 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 and (B) VWAP. (iii) In addition to any amounts payable pursuant to paragraph (ii) above, if the Company fails to timely deliver the required number of Conversion Shares in the manner required pursuant to this Section, and if prior to the receipt of such Conversion Shares, the Holder or the Holder’s broker purchases (in an open market transaction or otherwise) shares of Common Stock for delivery in satisfaction of a sale by the Holder of the Conversion Shares which the Holder anticipated receiving upon such conversion (a “Buy-In”), then the Company shall (1) pay in cash to the Holder the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Conversion Shares that the Company was required to deliver to the Holder in connection with the conversion at issue by (B) the closing bid price of the Common Stock on the Conversion Date and (2) at the option of the Holder upon written notice delivered to the Company prior to the date on which such Conversion Shares are delivered to the Holder, either reinstate the portion of this Note and equivalent number of Conversion Shares for which such conversion was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its conversion and delivery obligations hereunder. The Holder shall provide to the Company a written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with the calculation thereof in reasonable detail. (iv) In the event that the Company fails to deliver the required number of Conversion Shares in the manner and within the time period(s) required pursuant to this Section, then the Holder will have the right to rescind such conversion upon delivering to the Company a written notice to such effect prior to the date on which such Conversion Shares are delivered in accordance with this Section. (v) The Company’s obligations to issue and deliver Conversion Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same. 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 the required Conversion Shares in the manner required pursuant to this Section upon conversion of this Note.