Common use of Delivery of Conversion Shares Clause in Contracts

Delivery of Conversion Shares. (a) As soon as practicable after any conversion or payment of any amount due hereunder in the form of Ordinary Shares in accordance with this Note, and in any event within the Standard Settlement Period thereafter (such date, the “Share Delivery Date”), the Maker shall, at its expense, cause to be issued in the name of and delivered to the Holder, or as the Holder may direct the number of fully paid and non-assessable Ordinary Shares to which the Holder shall be entitled on such conversion or payment (the “Conversion Shares”), in the applicable denominations based on the applicable conversion or payment, which Conversion Shares shall be free of restrictive and trading legends (except for any such legends as may be required under the Securities Act). In lieu of delivering the Ordinary Shares issuable upon any conversion of this Note in the name of the Holder, provided the Company’s transfer agent (the “Transfer Agent”) is participating in The Depository Trust Company (“DTC”) DTC Fast Automated Securities Transfer Program (“FAST”) or a similar program, upon request of the Holder, the Company shall cause the Transfer Agent to electronically transmit such Conversion Shares issuable upon conversion of this Note to the Holder (or its designee), by crediting the account of the Holder’s (or such designee’s) broker with DTC through its Deposit Withdrawal At Custodian (DWAC) system (provided that the same time periods herein as for registration of Ordinary Shares shall apply) as instructed by the Holder (or its designee). Failure of a designee of the Holder to accept the delivery of the Conversion Shares via the DWAC system shall not constitute a failure of the Maker to timely deliver Ordinary Shares. The Maker shall use best efforts to cause freely transferable Conversion Shares to be delivered by the Transfer Agent to the Holder’s broker at DTC by DWAC on the same Trading Day as the applicable Conversion Notice is received by the Transfer Agent, provided that (i) the applicable Conversion Notice is delivered to the Transfer Agent prior to 5:00PM NY time and (ii) the DTC FAST program is available.

Delivery of Conversion Shares. (a) As soon as practicable after any conversion or payment the occurrence of any amount due hereunder in event requiring the form issuance of Ordinary Shares in accordance with Common Stock issuable upon conversion of this NoteNote (“Conversion Shares”), and in any event within the Standard Settlement Period one (1) Business Day thereafter (such date, the “Share Delivery Date”), the Maker shall, at its expense, cause to be issued in the name of and delivered to the Holder, or as the Holder may direct direct, a certificate or certificates evidencing the number of fully paid and non-assessable Ordinary Shares nonassessable Common Stock to which the Holder shall be entitled on such conversion or payment (the “Conversion Shares”)entitled, in such denominations as may be requested by the applicable denominations based on the applicable conversion or paymentHolder, which Conversion Shares certificate or certificates shall be free of restrictive and trading legends (legends, except for any such legends as may be required under the Securities Act). In lieu of delivering physical certificates for the Ordinary Shares shares of Common Stock issuable upon the occurrence of any conversion event requiring the issuance of Conversion Shares in accordance with this Note in the name of the HolderNote, provided the Company’s transfer agent (the “Transfer Agent”) is participating in The the Depository Trust Company (“DTC”) DTC Fast Automated Securities Transfer Program (“FAST”) program or a similar program, upon request of the Holder, the Company shall cause the Transfer Agent its transfer agent to electronically transmit such Conversion Shares so issuable upon conversion of this Note to the Holder (or its designee), by crediting the account of the Holder’s (or such designee’s) broker with DTC through its Deposit and Withdrawal At Custodian (“DWAC”) system (provided that the same time periods herein as for registration of Ordinary Shares stock certificates shall apply) as instructed by the Holder (or its designee). Failure of a designee of the Holder to accept the delivery of the ; provided, that such issuance shall only be made through DTC’s DWAC system if such Conversion Shares via the DWAC system shall not constitute a failure will be issued free of the Maker to timely deliver Ordinary Shares. The Maker shall use best efforts to cause freely transferable Conversion Shares to be delivered by the Transfer Agent to the Holder’s broker at DTC by DWAC on the same Trading Day as the applicable Conversion Notice is received by the Transfer Agent, provided that (i) the applicable Conversion Notice is delivered to the Transfer Agent prior to 5:00PM NY time and (ii) the DTC FAST program is availablerestrictive legends.

Delivery of Conversion Shares. The Company shall deliver all applicable Conversion Shares to the Holder no later than three (a3) As soon as practicable Business Days after any conversion or payment of any amount due hereunder in the form of Ordinary Shares in accordance with this Note, and in any event within the Standard Settlement Period thereafter applicable Conversion Date (such datedate required for delivery, the “Share Delivery Date”); provided, however, the Maker shallCompany will endeavor to cause the Swiss Agent and the Transfer Agent to process conversions expeditiously to enable the delivery of Conversion Shares within two (2) Business Days after the applicable Conversion Date. Subject to (w) delivery of an appropriate opinion of counsel reasonably satisfactory to the Transfer Agent, at its expense(x) delivery by Holder of any representation letters and other certificates, cause agreements and documents reasonably requested by and reasonably satisfactory to the Transfer Agent and/or the Company, Company’s counsel or the Holder’s counsel providing such opinion pursuant to this Section 4(b)(ii), (y) when applicable, the Transfer Agent allowing the issuance of a “restricted security” (as defined in Rule 144) simultaneously with the removal of the legend set forth under Section 4.2(b) of the Purchase Agreement and (z) each applicable Purchaser confirming agreement with the provisions set forth in Section 4.2(d) of the Purchase Agreement, certificates evidencing any Conversion Shares upon conversion of this Note shall be issued in without the name legend set forth under Section 4.2(b) of and delivered to the HolderPurchase Agreement, or as (i) while a registration statement (including any Registration Statement) covering the Holder may direct the number resale of fully paid and non-assessable Ordinary Shares to which the Holder shall be entitled on such conversion or payment (the “Conversion Shares”), in the applicable denominations based on the applicable conversion or payment, which Conversion Shares shall be free of restrictive and trading legends (except for any such legends as may be required is effective under the Securities Act), (ii) following any sale of such Conversion Shares pursuant to Rule 144, (iii) if such Conversion Shares are eligible for sale under Rule 144 without restriction, or (iv) following any sale of such Conversion Shares in a transaction complying with Rule 904 of Regulation S promulgated by the Commission. In lieu of delivering connection with the Ordinary Shares issuable upon any conversion of this Note in the name of the Holder, provided the Company’s transfer agent (the “Transfer Agent”) is participating in The Depository Trust Company (“DTC”) DTC Fast Automated Securities Transfer Program (“FAST”) or a similar program, upon request of the Holderforegoing, the Company shall cause its counsel to issue a legal opinion to the Transfer Agent, or in lieu thereof may authorize the Transfer Agent to electronically transmit accept a legal opinion of counsel to the Holder as contemplated by clause (w) of this Section 4(b)(ii), promptly after the Effective Date if such opinion is required by the Transfer Agent to effect the removal of the legend hereunder. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4 or Section 4.2 of the Purchase Agreement. Certificates for Conversion Shares issuable upon conversion of subject to simultaneous issuance and legend removal as permitted by this Note Section 4(b)(ii) shall be transmitted by the Transfer Agent to the Holder (or its designee)transferee, as appliable) by crediting the account of the Holder’s (or such designeetransferee’s, as applicable) prime broker with the DTC through its Deposit Withdrawal At Custodian (DWAC) system (provided that the same time periods herein as for registration of Ordinary Shares shall apply) as instructed directed by the Holder (or its designee)by the Delivery Date. Failure of a designee of the Holder to accept In connection with the delivery of the Conversion Shares via the DWAC system shall not constitute a failure of the Maker an opinion pursuant to timely deliver Ordinary Shares. The Maker shall use best efforts to cause freely transferable Conversion Shares to be delivered this Section 4(b)(ii) by the Transfer Agent to Company’s counsel or the Holder’s broker at DTC by DWAC on counsel, as applicable, the same Trading Day as Company and the applicable Conversion Notice is received by Holder shall provide such representation letters, and other certificates, documents and agreements to the Company, the Transfer Agent, provided that the Company’s counsel or the Holder’s counsel as any such party may reasonably request. For the avoidance of doubt, the Holder is under no obligation to cause their legal counsel to provide any such opinions (i) the applicable Conversion Notice is delivered although they will use their commercially reasonable efforts to the Transfer Agent prior to 5:00PM NY time and (ii) the DTC FAST program is availabledo so).

Delivery of Conversion Shares. (a) As soon as practicable after any conversion or payment the occurrence of any amount due hereunder in event requiring the form issuance of Ordinary Shares in accordance with Common Stock issuable upon conversion of this NoteNote (“Conversion Shares”), and in any event within the Standard Settlement Period one (1) Business Day thereafter (such date, the “Share Delivery Date”), the Maker shall, at its expense, cause to be issued in the name of and delivered to the Holder, or as the Holder may direct direct, a certificate or certificates evidencing the number of fully paid and non-assessable Ordinary Shares nonassessable Common Stock to which the Holder shall be entitled on such conversion or payment (the “Conversion Shares”)entitled, in such denominations as may be requested by the applicable denominations based on the applicable conversion or paymentHolder, which Conversion Shares certificate or certificates shall be free of restrictive and trading legends (legends, except for any such legends as may be required under the Securities Act). In lieu of delivering physical certificates for the Ordinary Shares shares of Common Stock issuable upon the occurrence of any conversion event requiring the issuance of Conversion Shares in accordance with this Note in the name of the HolderNote, provided the Company’s transfer agent (the “Transfer Agent”) Agent is participating in The the Depository Trust Company (“DTC”) DTC Fast Automated Securities Transfer Program (“FAST”) program or a similar program, upon request of the Holder, the Company shall cause the Transfer Agent to electronically transmit such Conversion Shares so issuable upon conversion of this Note to the Holder (or its designee), by crediting the account of the Holder’s (or such designee’s) broker with DTC through its Deposit and Withdrawal At Custodian (“DWAC”) system (provided that the same time periods herein as for registration of Ordinary Shares stock certificates shall apply) as instructed by the Holder (or its designee). Failure of a designee of the Holder to accept the delivery of the ; provided, that such issuance shall only be made through DTC’s DWAC system if such Conversion Shares via the DWAC system shall not constitute a failure will be issued free of the Maker to timely deliver Ordinary Shares. The Maker shall use best efforts to cause freely transferable Conversion Shares to be delivered by the Transfer Agent to the Holder’s broker at DTC by DWAC on the same Trading Day as the applicable Conversion Notice is received by the Transfer Agent, provided that (i) the applicable Conversion Notice is delivered to the Transfer Agent prior to 5:00PM NY time and (ii) the DTC FAST program is availablerestrictive legends.

Delivery of Conversion Shares. (a) As soon as practicable after any conversion or payment the occurrence of any amount due hereunder in event requiring the form issuance of Ordinary Shares in accordance with Common Stock issuable upon conversion of this NoteNote (“Conversion Shares”), and in any event within the Standard Settlement Period two (2) Business Days thereafter (such date, the “Share Delivery Date”), the Maker shall, at its expense, cause to be issued in the name of and delivered to the Holder, or as the Holder may direct direct, a certificate or certificates evidencing the number of fully paid and non-assessable Ordinary Shares nonassessable Common Stock to which the Holder shall be entitled on such conversion or payment (the “Conversion Shares”)entitled, in such denominations as may be requested by the applicable denominations based on the applicable conversion or paymentHolder, which Conversion Shares certificate or certificates shall be free of restrictive and trading legends (legends, except for any such legends as may be required under the Securities Act). In lieu of delivering physical certificates for the Ordinary Shares shares of Common Stock issuable upon the occurrence of any conversion event requiring the issuance of Conversion Shares in accordance with this Note in the name of the HolderNote, provided the Company’s transfer agent (the “Transfer Agent”) is participating in The the Depository Trust Company (“DTC”) DTC Fast Automated Securities Transfer Program (“FAST”) program or a similar program, upon request of the Holder, the Company shall cause the Transfer Agent its transfer agent to electronically transmit such Conversion Shares so issuable upon conversion of this Note to the Holder (or its designee), by crediting the account of the Holder’s (or such designee’s) broker with DTC through its Deposit and Withdrawal At Custodian (“DWAC”) system (provided that the same time periods herein as for registration of Ordinary Shares stock certificates shall apply) as instructed by the Holder (or its designee). Failure of a designee of the Holder to accept the delivery of the ; provided, that such issuance shall only be made through DTC’s DWAC system if such Conversion Shares via will be issued free of restrictive legends. Notwithstanding the DWAC system shall not constitute a failure of the Maker to timely deliver Ordinary Shares. The Maker shall use best efforts to cause freely transferable Conversion Shares to be delivered by the Transfer Agent to the Holder’s broker at DTC by DWAC on the same Trading Day as the applicable Conversion Notice is received by the Transfer Agentforegoing, provided that (i) the applicable if any Conversion Notice is delivered to by the Transfer Agent prior to 5:00PM NY time and Holder after 12:00 noon on the Conversion Date, the applicable Share Delivery Date shall be three (ii3) Business Days following the DTC FAST program is availableConversion Date.

Delivery of Conversion Shares. (a) As soon as practicable after any conversion or payment of any amount due hereunder in the form of Ordinary Shares in accordance with this Note, and in any event within the Standard Settlement Period one (1) Trading Day thereafter (such date, the “Share Delivery Date”), the Maker shall, at its expense, cause to be issued in the name of and delivered to the Holder, or as the Holder may direct direct, book-entry statements evidencing the number of fully paid and non-assessable Ordinary Shares to which the Holder shall be entitled on such conversion or payment (the “Conversion Shares”), in the applicable denominations based on the applicable conversion or payment; provided that, which Conversion if the Ordinary Shares shall be free of restrictive are then DWAC Eligible and trading legends (except for any such legends as may be required under the Securities Act). In lieu of delivering the Ordinary Shares issuable upon any conversion of this Note in have been registered for resale pursuant to an effective registration statement under the name of the Holder, provided the Company’s transfer agent (the “Transfer Agent”) is participating in The Depository Trust Company (“DTC”) DTC Fast Automated Securities Transfer Program (“FAST”) or a similar program1933 Act, upon request of the Holder, the Company shall cause the Transfer Agent its transfer agent to electronically transmit such Conversion Ordinary Shares issuable upon conversion of this Note to (i) the Holder third-party purchaser in the resale thereof by the Investor or (or its designee), ii) by crediting the account of the Holder’s (or such its designee’s) broker with DTC through its Deposit Withdrawal At Custodian (DWAC) Agent Commission system (provided that the same time periods herein as for registration of Ordinary Shares book- entry statements shall apply) as instructed by the Holder (or its designee). Failure of a designee of the Holder , in which case such Ordinary Shares (x) shall only be used by such broker to accept the delivery of the Conversion Shares via the DWAC system shall not constitute a failure of the Maker to timely deliver such Ordinary Shares. The Maker shall use best efforts to cause freely transferable Conversion Shares to be delivered by DTC for the Transfer Agent to purpose of settling the Holder’s broker at DTC by DWAC on the same Trading Day as the applicable Conversion Notice is received by the Transfer Agent, provided that (i) the applicable Conversion Notice is delivered share delivery obligations with respect to the Transfer Agent prior sale of such Ordinary Shares, which may include delivery to 5:00PM NY time other accounts of such broker and inclusion in the number of Ordinary Shares delivered by that broker in “net settling” that broker’s trading of shares of the Company’s Ordinary Shares, including its positions with the brokers of the respective persons who purchase such Ordinary Shares from the Holder, and (iiy) and (y) shall remain “restricted securities” as such term is defined in Rule 144(a)(3) under the DTC FAST program is availableSecurities Act until so delivered). In the event that the Maker fails to comply with its obligations under this Section 3.2, a liquidated damages charge of 1% of the Outstanding Principal Balance of this Note will be assessed and will become immediately due and payable each month while such failure remains uncured to the Holder at its election in the form of a cash payment or added to the balance of this Note.

Delivery of Conversion Shares. (a) As soon as practicable From and after any conversion the date that the Conversion Shares are available to be sold pursuant to the Registration Statement or payment under Rule 144 of any amount due hereunder in the form of Ordinary Shares in accordance with this Note, and in any event within the Standard Settlement Period thereafter (such date1933 Act, the “Share Delivery Date”), the Maker Company shall, at its expense, cause to be issued in no later than the name of and delivered second Trading Day following the delivery by the Investor to the Holder, Company or as the Holder may direct the number of fully paid and non-assessable Ordinary Shares to which the Holder shall be entitled on such conversion or payment (the “Conversion Shares”), in the applicable denominations based on the applicable conversion or payment, which Conversion Shares shall be free of restrictive and trading legends (except for any such legends as may be required under the Securities Act). In lieu of delivering the Ordinary Shares issuable upon any conversion of this Note in the name of the Holder, provided the Company’s transfer agent (with notice to the “Transfer Agent”Company) is participating in The Depository Trust Company (“DTC”) DTC Fast Automated Securities Transfer Program (“FAST”) or of a similar program, upon request conversion notice requesting conversion of the HolderShares into Common Shares, as directed by the Company shall Investor, either: (A) issue and deliver (or cause to be issued and delivered) to the Transfer Agent to electronically transmit Investor a certificate representing such Conversion Shares issuable upon conversion of this Note that is free from all restrictive and other legends or (B) cause the Company’s transfer agent to credit the Holder (Investor’s or its designee), by crediting the ’s account of the Holder’s (or such designee’s) broker with at DTC through its Deposit Deposit/Withdrawal At at Custodian (DWAC) system (provided that with the same time periods herein as for registration number of Ordinary Shares shall apply) as instructed by the Holder (or its designee). Failure of a designee of the Holder shares equal to accept the delivery of the Conversion Shares via being so converted (the DWAC system shall not constitute a failure of the Maker to timely deliver Ordinary Shares. The Maker shall use best efforts to cause freely transferable Conversion Shares date by which such certificate is required to be delivered by the Transfer Agent to the Holder’s broker Investor or such credit is so required to be made to the account of the Investor or its designee at DTC by DWAC on pursuant to the same Trading Day foregoing is referred to herein as the applicable Conversion Notice is received by “Required Delivery Date”). If the Transfer Agent, provided that Company fails on or prior to the Required Delivery Date to either (i) the applicable Conversion Notice is delivered issue and deliver (or cause to be issued and delivered) to the Transfer Agent prior Investor a certificate representing the Conversion Shares that is free from all restrictive and other legends or (ii) cause the Company’s transfer agent to 5:00PM NY time credit the balance account of the Investor or its designee at DTC through its Deposit/Withdrawal at Custodian (DWAC) system with the number of shares of requested Conversion Shares, then, in addition to all other remedies available to the Investor, the Company shall pay to Investor an amount equal to the lesser of (i) $1,000 per Trading Day after the Required Delivery Date until the actual delivery date and (ii) the DTC FAST program is availablenumber of Conversion Shares requested by Investor multiplied by the amount equal to the daily VWAP as of the Required Delivery Date minus the individual VWAP of the actual delivery date of such Conversion Shares. The Company acknowledges that the amounts required to be paid pursuant to this Section 5.13 are less than the actual potential damage incurred by the Investor and therefore not a penalty. To the extent applicable or necessary, the Company shall cooperate with Investor to provide, at Company’s expense, any legal opinions required to sell any Commitment Shares pursuant to Rule 144 under the 1933 Act.

Delivery of Conversion Shares. (a) As soon as practicable after any conversion or payment Upon receipt of any amount due hereunder in the form of Ordinary Shares in accordance with this Note, and in any event within the Standard Settlement Period thereafter (such datea Conversion Notice ----------------------------- from a Holder, the “Corporation shall, on or before 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) with respect to Conversion Shares that are the subject of a dispute as described in paragraph 4(b) above, the Business Day immediately following the Disputed Share Calculation Date (the applicable such Business Day being referred to herein as a "Delivery Date”"), the Maker shall, at its expense, ------------- issue and deliver or cause to be issued in the name of and delivered to the Holder, or as the such Holder may direct the number of fully paid and non-assessable Ordinary Conversion Shares to which such Holder is entitled to receive as provided herein. The Corporation shall effect delivery of Conversion Shares to a Holder by, as long as the Holder shall be entitled on such conversion or payment transfer agent for the Corporation (the “Conversion Shares”"Transfer Agent") -------------- participates in the Depository Trust Company ("DTC") Fast Automated Securities --- Transfer program ("FAST"), crediting the account of such Holder or its nominee ---- at DTC (as specified in the applicable denominations based Conversion Notice or otherwise in writing) with the number of Conversion Shares required to be delivered, no later than the close of business on such Delivery Date. In the applicable conversion event that Transfer Agent is not a participant in FAST, or paymentif Conversion Shares are not otherwise eligible for delivery through FAST, which or if a Holder so specifies in a Conversion Notice or otherwise in writing on or before the Delivery Date, the Corporation shall effect delivery of Conversion Shares by delivering to the Holder or its nominee physical certificates representing such shares, no later than the close of business on such Delivery Date. If any Conversion would create a fractional Conversion Share, such fractional share shall be disregarded and the number of Conversion Shares shall be free the rounded to the nearest whole number of shares. Conversion Shares delivered to a Holder shall not contain any restrictive legend as long as (A) the resale, transfer, pledge or other disposition of such shares is covered by an effective registration statement and trading legends such Holder represents in writing to the Corporation that such shares have been or are being sold pursuant to such registration statement, (except for any B) such legends shares have been publicly sold pursuant to Rule 144 ("Rule 144"), or (C) such shares can be sold pursuant to Rule 144(k) -------- under Securities Act of 1933, as may be required under amended (the "Securities Act). In lieu of delivering the Ordinary Shares issuable upon any conversion of this Note in the name of the Holder, provided the Company’s transfer agent (the “Transfer Agent”) is participating in The Depository Trust Company (“DTC”) DTC Fast Automated Securities Transfer Program (“FAST”) or a similar program, upon request of the Holder, the Company shall cause the Transfer Agent to electronically transmit such Conversion Shares issuable upon conversion of this Note to the Holder (or its designee"), by crediting the account of the Holder’s (or such designee’s) broker with DTC through its Deposit Withdrawal At Custodian (DWAC) system (provided that the same time periods herein as for registration of Ordinary Shares shall apply) as instructed by the Holder (any -------------- successor rule or its designee). Failure of a designee of the Holder to accept the delivery of the Conversion Shares via the DWAC system shall not constitute a failure of the Maker to timely deliver Ordinary Shares. The Maker shall use best efforts to cause freely transferable Conversion Shares to be delivered by the Transfer Agent to the Holder’s broker at DTC by DWAC on the same Trading Day as the applicable Conversion Notice is received by the Transfer Agent, provided that (i) the applicable Conversion Notice is delivered to the Transfer Agent prior to 5:00PM NY time and (ii) the DTC FAST program is availableprovision.

Delivery of Conversion Shares. (a) As soon as practicable after any conversion or payment the occurrence of any amount due hereunder event requiring the issuance of shares of Common Stock issuable upon conversion of this Note (“Conversion Shares”), including with respect to repayment of principal in the form of Ordinary Repayment Shares in accordance with as permitted under this Note, and in any event within the Standard Settlement Period one (1) Business Day thereafter (such date, the “Share Delivery Date”), the Maker shall, at its expense, cause to be issued in the name of and delivered to the Holder, or as the Holder may direct direct, a certificate or certificates evidencing the number of fully paid and non-assessable Ordinary Shares nonassessable shares of Common Stock to which the Holder shall be entitled on such conversion or payment (the “Conversion Shares”)entitled, in such denominations as may be requested by the applicable denominations based on the applicable conversion or paymentHolder, which Conversion Shares certificate or certificates shall be free of restrictive and trading legends (legends, except for any such legends as may be required under the Securities Act). In lieu of delivering physical certificates for the Ordinary Shares shares of Common Stock issuable upon the occurrence of any conversion event requiring the issuance of Conversion Shares in accordance with this Note in the name of the HolderNote, provided the Company’s transfer agent (the “Transfer Agent”) is participating in The the Depository Trust Company (“DTC”) DTC Fast Automated Securities Transfer Program (“FAST”) program or a similar program, upon request of the Holder, the Company shall cause the Transfer Agent its transfer agent to electronically transmit such Conversion Shares shares of Common Stock issuable upon conversion of this Note to the Holder (or its designee), by crediting the account of the Holder’s (or such designee’s) broker with DTC through its Deposit and Withdrawal At Custodian (“DWAC”) system (provided that the same time periods herein as for registration of Ordinary Shares stock certificates shall apply) as instructed by the Holder (or its designee). Failure of a designee of the Holder to accept the delivery of the ; provided, that such issuance shall only be made through DTC’s DWAC system if such Conversion Shares via the DWAC system shall not constitute a failure will be issued free of the Maker to timely deliver Ordinary Shares. The Maker shall use best efforts to cause freely transferable Conversion Shares to be delivered by the Transfer Agent to the Holder’s broker at DTC by DWAC on the same Trading Day as the applicable Conversion Notice is received by the Transfer Agent, provided that (i) the applicable Conversion Notice is delivered to the Transfer Agent prior to 5:00PM NY time and (ii) the DTC FAST program is availablerestrictive legends.

Delivery of Conversion Shares. (ai) As soon as practicable after any conversion Two Rivers shall, no later than the close of business on the fifteenth (15th) Business Day following the later of the date on which the Company receives a Conversion Notice from a Shareholder by facsimile or payment of any amount due hereunder in the form of Ordinary Shares in accordance with this Noteelectronic transmission, and in any event within the Standard Settlement Period thereafter date on which the Company receives the related Preferred Shares certificate (such datefifteenth Business Day, the “Share Delivery Date”), the Maker shall, at its expense, issue and deliver or cause to be issued in the name of and delivered to such Shareholder the Holderproper number of Conversion Shares determined pursuant to paragraph 4.5(c) above. The Company shall deliver, or as cause to be delivered, to the Holder may direct converting Shareholder a certificate or certificates representing the Conversion Shares which, on or after the date the registration statement (described in Section 4.7 below) becomes effective, will be without restrictive legend and will represent the number of fully paid Conversion Shares being acquired upon the conversion of the Preferred Shares; and non-assessable Ordinary the Company shall deliver a bank check in the amount of accrued and unpaid dividends through the date of conversion. (ii) The Company’s obligation to issue and deliver the Conversion Shares upon conversion of Preferred Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by a Shareholder, or any breach or alleged breach by Shareholder of any obligation to the Company or any violation or alleged violation of law by Shareholder or any other person, and irrespective of any other circumstance which might otherwise limit such obligation of the Holder shall be entitled on Company to such conversion or payment (Shareholder in connection with the “issuance of such Conversion Shares”); provided, in however, that such delivery shall not operate as a waiver by the applicable denominations based Company of any such action that they may have against such Shareholder. If the Company fails to deliver to a Shareholder such certificate or certificates pursuant to Section 4.4(b) on the Delivery Date applicable conversion or payment, which Conversion Shares shall be free of restrictive and trading legends (except for any to such legends as may be required under the Securities Act). In lieu of delivering the Ordinary Shares issuable upon any conversion of this Note in the name of the Holder, provided the Company’s transfer agent (the “Transfer Agent”) is participating in The Depository Trust Company (“DTC”) DTC Fast Automated Securities Transfer Program (“FAST”) or a similar program, upon request of the Holderconversion, the Company shall cause pay to such Shareholder, in cash, as liquidated damages and not as a penalty, for each $10,000 of Preferred Shares being converted, $100 per trading day (increasing to $200 per trading day on the Transfer Agent second (2nd) trading day after such damages begin to electronically transmit accrue) for each trading day after the Delivery Date until such Conversion Shares issuable upon conversion of this Note to the Holder certificates (or its designee), by crediting the account of the Holder’s (or such designee’s) broker with DTC through its Deposit Withdrawal At Custodian (DWAC) system (provided that the same time periods herein as for registration of Ordinary Shares shall apply) as instructed by the Holder (or its designee). Failure of a designee of the Holder to accept the delivery of which must be without restrictive legend if the Conversion Shares via are registered for resale pursuant to an effective registration statement or pursuant to Rule 144 and be delivered without legend), are delivered. Nothing herein shall limit a Shareholder’s right to pursue actual damages for the DWAC system Company’s failure to deliver Conversion Shares within the period specified herein and such Shareholder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not constitute prohibit a failure of the Maker Shareholder from seeking to timely deliver Ordinary Sharesenforce damages pursuant to any other Section hereof or under applicable law. The Maker shall use best efforts to cause freely transferable Conversion Shares to be delivered by the Transfer Agent to the Holder’s broker at DTC by DWAC on the same Trading Day as the applicable Conversion Notice is received by the Transfer Agent, provided that (i) the applicable Conversion Notice is delivered to the Transfer Agent prior to 5:00PM NY time and (ii) the DTC FAST program is available.e)

Delivery of Conversion Shares. On or before the close of business on the third (a3rd) As soon as practicable after any conversion or payment Trading Day following the date of any amount due hereunder in the form delivery of Ordinary Shares in accordance with this Note, and in any event within the Standard Settlement Period thereafter a Conversion Notice (such date, the “Share Delivery Date”), the Maker Company shall, provided it is DWAC Eligible (as defined below) at such time, deliver or cause its expensetransfer agent to deliver the applicable Conversion Shares electronically via DWAC (as defined below) to the account designated by Holder in the applicable Conversion Notice. If the Company is not DWAC Eligible, cause it shall deliver to Holder or its broker (as designated in the Conversion Notice), via reputable overnight courier, a certificate representing the number of shares of Common Stock equal to the number of Conversion Shares to which Holder shall be issued entitled, registered in the name of and delivered Holder or its designee. For the avoidance of doubt, the Company has not met its obligation to the Holder, or as the Holder may direct the number of fully paid and non-assessable Ordinary Shares to which the Holder shall be entitled on such conversion or payment (the “Conversion Shares”), in the applicable denominations based on the applicable conversion or payment, which deliver Conversion Shares shall be free by the Delivery Date unless (i) the Conversion Shares or certificate(s) representing the Conversion Shares have been cleared and approved for public resale by the compliance departments of restrictive Holder’s brokerage firm and trading legends the clearing firm servicing such brokerage, (except for any such legends as may be required under ii) the Securities Act). In lieu of delivering the Ordinary Conversion Shares issuable upon any conversion of this Note are held in the name of the clearing firm servicing Holder’s brokerage firm and have been deposited into such clearing firm’s account for the benefit of Holder, provided (iii) the Company’s Common Stock has not had an intraday or closing bid price of less than $.0001 ay any time during the thirty (30) Trading Days prior to the Delivery Date. For purposes hereof, “DTC” means the Depository Trust Company. For purposes hereof, the term “DWAC” means the DTC’s Deposit/Withdrawal at Custodian service. For purposes hereof, the term “DWAC Eligible” means that (i) the Company’s Common Stock is eligible at DTC for full services pursuant to DTC’s operational arrangements, including without limitation transfer through DTC’s DWAC system, (ii) the Company has been approved (without revocation) by the DTC’s underwriting department, (iii) the Company’s transfer agent is approved as an agent in the DTC/FAST Program, (iv) the “Transfer Agent”Conversion Shares are otherwise eligible for delivery via DWAC; (v) is participating in The Depository Trust Company (“DTC”) DTC Fast Automated Securities Transfer Program (“FAST”) or a similar program, upon request of the Holder, the Company shall cause the Transfer Agent to electronically transmit such has previously delivered all Conversion Shares issuable upon conversion of this Note to Lender via DWAC; and (vi) the Holder (Company’s transfer agent does not have a policy prohibiting or its designee), by crediting the account of the Holder’s (or such designee’s) broker with DTC through its Deposit Withdrawal At Custodian (DWAC) system (provided that the same time periods herein as for registration of Ordinary Shares shall apply) as instructed by the Holder (or its designee). Failure of a designee of the Holder to accept the limiting delivery of the Conversion Shares via the DWAC system shall not constitute a failure of the Maker to timely deliver Ordinary Shares. The Maker shall use best efforts to cause freely transferable Conversion Shares to be delivered by the Transfer Agent to the Holder’s broker at DTC by DWAC on the same Trading Day as the applicable Conversion Notice is received by the Transfer Agent, provided that (i) the applicable Conversion Notice is delivered to the Transfer Agent prior to 5:00PM NY time and (ii) the DTC FAST program is availableDWAC.

Delivery of Conversion Shares. Upon receipt of a Conversion Notice ----------------------------- from a Holder, the Corporation shall, on or before the close of business on the later to occur of (ai) As soon the third (3rd) Business Day following the Conversion Date set forth in such Conversion Notice and (ii) with respect to Conversion Shares that are the subject of a dispute as practicable after any conversion or payment of any amount due hereunder described in paragraph 4(b) above, the form of Ordinary Shares in accordance with this Note, and in any event within Business Day immediately following the Standard Settlement Period thereafter Disputed Share Calculation Date (such date, the “Share Business Day being referred to herein as a "Delivery Date”"), the Maker shall, at its expense, issue and deliver ------------- or cause to be issued in the name of and delivered to the Holder, or as the such Holder may direct the number of fully paid and non-assessable Ordinary Conversion Shares to which such Holder is entitled to receive as provided herein. The Corporation shall effect delivery of Conversion Shares to a Holder by, as long as the transfer agent for the Corporation (the "Transfer Agent") participates in the Depository -------------- Trust Company ("DTC") Fast Automated Securities Transfer program ("FAST"), ---- crediting the account of such Holder or its nominee at DTC (as specified in Conversion Notice or otherwise in writing) 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 Transfer Agent is not a participant in FAST, or if Conversion Shares are not otherwise eligible for delivery through FAST, or if a Holder so specifies in a Conversion Notice or otherwise in writing on or before the Delivery Date, the Corporation shall effect delivery of Conversion Shares by delivering to the Holder or its nominee physical certificates representing such shares, no later than the close of business on such Delivery Date. If any Conversion would create a fractional Conversion Share, such fractional share shall be entitled on such conversion or payment (disregarded and the “Conversion Shares”), in the applicable denominations based on the applicable conversion or payment, which number of Conversion Shares shall be free the rounded to the nearest whole number of shares. Conversion Shares delivered to a Holder shall not contain any restrictive legend as long as (A) the resale, transfer, pledge or other disposition of such shares is covered by an effective registration statement and trading legends such Holder represents in writing to the Corporation that such shares have been or are being sold pursuant to such registration statement, (except for any B) such legends shares have been publicly sold pursuant to Rule 144 ("Rule ---- 144"), or (C) such shares can be sold pursuant to Rule 144(k) under Securities --- Act of 1933, as may be required under amended (the "Securities Act). In lieu of delivering the Ordinary Shares issuable upon any conversion of this Note in the name of the Holder, provided the Company’s transfer agent (the “Transfer Agent”) is participating in The Depository Trust Company (“DTC”) DTC Fast Automated Securities Transfer Program (“FAST”) or a similar program, upon request of the Holder, the Company shall cause the Transfer Agent to electronically transmit such Conversion Shares issuable upon conversion of this Note to the Holder (or its designee"), by crediting the account of the Holder’s (or such designee’s) broker with DTC through its Deposit Withdrawal At Custodian (DWAC) system (provided that the same time periods herein as for registration of Ordinary Shares shall apply) as instructed by the Holder (any successor rule or its designee). Failure of a designee of the Holder to accept the delivery of the Conversion Shares via the DWAC system shall not constitute a failure of the Maker to timely deliver Ordinary Shares. The Maker shall use best efforts to cause freely transferable Conversion Shares to be delivered by the Transfer Agent to the Holder’s broker at DTC by DWAC on the same Trading Day as the applicable Conversion Notice is received by the Transfer Agent, provided that (i) the applicable Conversion Notice is delivered to the Transfer Agent prior to 5:00PM NY time and (ii) the DTC FAST program is available-------------- provision.

Delivery of Conversion Shares. (a) As soon as practicable after any conversion or payment Upon receipt of any amount due hereunder in the form of Ordinary Shares in accordance with this Note, and in any event within the Standard Settlement Period thereafter (such datea Conversion Notice from a Holder, the “Corporation shall, on or before 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) with respect to Conversion Shares that are the subject of a dispute as described in paragraph 4(b) above, the Business Day immediately following the Disputed Share Calculation Date (the applicable such Business Day being referred to herein as a "Delivery Date”"), the Maker shall, at its expense, issue and deliver or cause to be issued in the name of and delivered to the Holder, or as the such Holder may direct the number of fully paid and non-assessable Ordinary Conversion Shares to which such Holder is entitled to receive as provided herein. The Corporation shall effect delivery of Conversion Shares to a Holder by, as long as the Holder shall be entitled on such conversion or payment transfer agent for the Corporation (the “Conversion Shares”"Transfer Agent") participates in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program ("FAST"), crediting the account of such Holder or its nominee at DTC (as specified in the applicable denominations based Conversion Notice or otherwise in writing) with the number of Conversion Shares required to be delivered, no later than the close of business on such Delivery Date. In the applicable conversion event that Transfer Agent is not a participant in FAST, or paymentif Conversion Shares are not otherwise eligible for delivery through FAST, which or if a Holder so specifies in a Conversion Notice or otherwise in writing on or before the Delivery Date, the Corporation shall effect delivery of Conversion Shares by delivering to the Holder or its nominee physical certificates representing such shares, no later than the close of business on such Delivery Date. If any Conversion would create a fractional Conversion Share, such fractional share shall be disregarded and the number of Conversion Shares shall be free the rounded to the nearest whole number of shares. Conversion Shares delivered to a Holder shall not contain any restrictive legend as long as (A) the resale, transfer, pledge or other disposition of such shares is covered by an effective registration statement and trading legends such Holder represents in writing to the Corporation that such shares have been or are being sold pursuant to such registration statement, (except for any B) such legends shares have been publicly sold pursuant to Rule 144 ("Rule 144"), or (C) such shares can be sold pursuant to Rule 144(k) under Securities Act of 1933, as may be required under amended (the "Securities Act). In lieu of delivering the Ordinary Shares issuable upon any conversion of this Note in the name of the Holder, provided the Company’s transfer agent (the “Transfer Agent”) is participating in The Depository Trust Company (“DTC”) DTC Fast Automated Securities Transfer Program (“FAST”) or a similar program, upon request of the Holder, the Company shall cause the Transfer Agent to electronically transmit such Conversion Shares issuable upon conversion of this Note to the Holder (or its designee"), by crediting the account of the Holder’s (or such designee’s) broker with DTC through its Deposit Withdrawal At Custodian (DWAC) system (provided that the same time periods herein as for registration of Ordinary Shares shall apply) as instructed by the Holder (any successor rule or its designee). Failure of a designee of the Holder to accept the delivery of the Conversion Shares via the DWAC system shall not constitute a failure of the Maker to timely deliver Ordinary Shares. The Maker shall use best efforts to cause freely transferable Conversion Shares to be delivered by the Transfer Agent to the Holder’s broker at DTC by DWAC on the same Trading Day as the applicable Conversion Notice is received by the Transfer Agent, provided that (i) the applicable Conversion Notice is delivered to the Transfer Agent prior to 5:00PM NY time and (ii) the DTC FAST program is availableprovision.

Delivery of Conversion Shares. Upon receipt of a Conversion Notice from ----------------------------- a Holder, the Corporation shall, on or before the close of business on the later to occur of (ai) As soon the third (3rd) Business Day following the Conversion Date set forth in such Conversion Notice and (ii) with respect to Conversion Shares that are the subject of a dispute as practicable after any conversion or payment of any amount due hereunder described in paragraph 4(b) above, the form of Ordinary Shares in accordance with this Note, and in any event within Business Day immediately following the Standard Settlement Period thereafter Disputed Share Calculation Date (such date, the “Share Business Day being referred to herein as a "Delivery Date”"), the Maker shall, at its expense, issue and deliver or cause to be issued in the name of and ------------- delivered to the Holder, or as the such Holder may direct the number of fully paid and non-assessable Ordinary Conversion Shares to which such Holder is entitled to receive as provided herein. The Corporation shall effect delivery of Conversion Shares to a Holder by, as long as the transfer agent for the Corporation (the "Transfer Agent") participates in the Depository Trust Company -------------- ("DTC") Fast Automated Securities Transfer program ("FAST"), crediting the --- ---- account of such Holder or its nominee at DTC (as specified in Conversion Notice or otherwise in writing) 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 Transfer Agent is not a participant in FAST, or if Conversion Shares are not otherwise eligible for delivery through FAST, or if a Holder so specifies in a Conversion Notice or otherwise in writing on or before the Delivery Date, the Corporation shall effect delivery of Conversion Shares by delivering to the Holder or its nominee physical certificates representing such shares, no later than the close of business on such Delivery Date. If any Conversion would create a fractional Conversion Share, such fractional share shall be entitled on such conversion or payment (disregarded and the “Conversion Shares”), in the applicable denominations based on the applicable conversion or payment, which number of Conversion Shares shall be free the rounded to the nearest whole number of shares. Conversion Shares delivered to a Holder shall not contain any restrictive legend as long as (A) the resale, transfer, pledge or other disposition of such shares is covered by an effective registration statement and trading legends such Holder represents in writing to the Corporation that such shares have been or are being sold pursuant to such registration statement, (except for any B) such legends shares have been publicly sold pursuant to Rule 144 ("Rule ---- 144"), or (C) such shares can be sold pursuant to Rule 144(k) under Securities --- Act of 1933, as may be required under amended (the "Securities Act). In lieu of delivering the Ordinary Shares issuable upon any conversion of this Note in the name of the Holder, provided the Company’s transfer agent (the “Transfer Agent”) is participating in The Depository Trust Company (“DTC”) DTC Fast Automated Securities Transfer Program (“FAST”) or a similar program, upon request of the Holder, the Company shall cause the Transfer Agent to electronically transmit such Conversion Shares issuable upon conversion of this Note to the Holder (or its designee"), by crediting the account of the Holder’s (or such designee’s) broker with DTC through its Deposit Withdrawal At Custodian (DWAC) system (provided that the same time periods herein as for registration of Ordinary Shares shall apply) as instructed by the Holder (any successor rule or its designee). Failure of a designee of the Holder to accept the delivery of the Conversion Shares via the DWAC system shall not constitute a failure of the Maker to timely deliver Ordinary Shares. The Maker shall use best efforts to cause freely transferable Conversion Shares to be delivered by the Transfer Agent to the Holder’s broker at DTC by DWAC on the same Trading Day as the applicable Conversion Notice is received by the Transfer Agent, provided that (i) the applicable Conversion Notice is delivered to the Transfer Agent prior to 5:00PM NY time and (ii) the DTC FAST program is available-------------- provision.

Delivery of Conversion Shares. (ai) As soon as practicable after any conversion Two Rivers shall, no later than the close of business on the fifteenth (15th) Business Day following the later of the date on which the Parent receives a Conversion Notice from a Shareholder by facsimile or payment of any amount due hereunder in the form of Ordinary Shares in accordance with this Noteelectronic transmission, and in any event within the Standard Settlement Period thereafter date on which the Parent receives the related Preferred Shares certificate (such datefifteenth Business Day, the “Share Delivery Date”), the Maker shall, at its expense, issue and deliver or cause to be issued in the name of and delivered to such Shareholder the Holderproper number of Conversion Shares determined pursuant to paragraph 2.7(c) above. The Parent shall deliver, or as cause to be delivered, to the Holder may direct converting Shareholder a certificate or certificates representing the Conversion Shares which, on or after the date the registration statement (described in Section 2.8 below) becomes effective, will be without restrictive legend and will represent the number of fully paid and non-assessable Ordinary Shares to which the Holder shall be entitled on such conversion or payment (the “Conversion Shares”), in the applicable denominations based on the applicable conversion or payment, which Conversion Shares shall be free of restrictive and trading legends (except for any such legends as may be required under being acquired upon the Securities Act). In lieu of delivering the Ordinary Shares issuable upon any conversion of this Note in the name of the Holder, provided the Company’s transfer agent (the “Transfer Agent”) is participating in The Depository Trust Company (“DTC”) DTC Fast Automated Securities Transfer Program (“FAST”) or a similar program, upon request of the Holder, Preferred Shares; and the Company shall cause deliver a bank check in the Transfer Agent amount of accrued and unpaid dividends through the date of conversion. (ii) The Parent’s obligation to electronically transmit such issue and deliver the Conversion Shares issuable upon conversion of this Note Preferred Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by a Shareholder, or any breach or alleged breach by Shareholder of any obligation to the Holder (Company or its designee)Parent or any violation or alleged violation of law by Shareholder or any other person, by crediting the account and irrespective of any other circumstance which might otherwise limit such obligation of the Holder’s (or Parent to such designee’s) broker Shareholder in connection with DTC through its Deposit Withdrawal At Custodian (DWAC) system (provided the issuance of such Conversion Shares; provided, however, that the same time periods herein such delivery shall not operate as for registration of Ordinary Shares shall apply) as instructed a waiver by the Holder Parent or Company of any such action that they may have against such Shareholder. If the Parent fails to deliver to a Shareholder such certificate or certificates pursuant to Section 2.7 on the Delivery Date applicable to such conversion, the Parent shall pay to such Shareholder, in cash, as liquidated damages and not as a penalty, for each $10,000 of Preferred Shares (or its designee). Failure of a designee of valued at $2.00 per share) being converted, $100 per trading day (increasing to $200 per trading day on the Holder second (2nd) trading day after such damages begin to accept accrue) for each trading day after the delivery of Delivery Date until such certificates (which must be without restrictive legend if the Conversion Shares via are registered for resale pursuant to an effective registration statement or pursuant to Rule 144 and be delivered without legend), are delivered. Nothing herein shall limit a Shareholder’s right to pursue actual damages for the DWAC system Parent’s failure to deliver Conversion Shares within the period specified herein and such Shareholder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not constitute prohibit a failure of the Maker Shareholder from seeking to timely deliver Ordinary Sharesenforce damages pursuant to any other Section hereof or under applicable law. The Maker shall use best efforts to cause freely transferable Conversion Shares to be delivered by the Transfer Agent to the Holder’s broker at DTC by DWAC on the same Trading Day as the applicable Conversion Notice is received by the Transfer Agent, provided that (i) the applicable Conversion Notice is delivered to the Transfer Agent prior to 5:00PM NY time and (ii) the DTC FAST program is available.e)

Delivery of Conversion Shares. (a) As soon as practicable after any conversion or payment of any amount due hereunder in the form of Ordinary Shares shares of Common Stock in accordance with this Note, and in any event within the Standard Settlement Period thereafter (such date, the “Share Delivery Date”), the Maker shall, at its expense, cause to be issued in the name of and delivered to the Holder, or as the Holder may direct direct, a certificate or certificates evidencing the number of shares of fully paid and non-assessable Ordinary Shares Common Stock to which the Holder shall be entitled on such conversion or payment (the “Conversion Shares”), in the applicable denominations based on the applicable conversion or payment, which Conversion Shares certificate or certificates shall be free of restrictive and trading legends (except for any such legends as may be required under the Securities Act). Notwithstanding the foregoing, commencing on such date that the Conversion Shares are eligible for sale under Rule 144 subject to current public information requirements, the Company, upon request by the Holder and at the expense of the Company, shall obtain a legal opinion to allow for such sales under Rule 144. In lieu of delivering physical certificates for the Ordinary Shares Common Stock issuable upon any conversion of this Note in the name of the HolderNote, provided the Company’s transfer agent (the “Transfer Agent”) is participating in The the Depository Trust Company (“DTC”) DTC Fast Automated Securities Transfer Program (“FAST”) program or a similar program, upon request of the Holder, the Company shall cause the Transfer Agent its transfer agent to electronically transmit such Conversion Shares issuable upon conversion of this Note to the Holder (or its designee), by crediting the account of the Holder’s (or such designee’s) broker with DTC through its Deposit Withdrawal At Custodian (DWAC) Agent Commission system (provided that the same time periods herein as for registration of Ordinary Shares stock certificates shall apply) as instructed by the Holder (or its designee). Failure of a designee of If such certificate or certificates are not delivered to or as directed by the Holder to accept the delivery of the Conversion Shares via the DWAC system shall not constitute a failure of the Maker to timely deliver Ordinary Shares. The Maker shall use best efforts to cause freely transferable Conversion Shares to be delivered by the Transfer Agent Share Delivery Date, the Holder shall be entitled to elect by written notice to the Holder’s broker Company at DTC by DWAC any time on or before its receipt of such certificate or certificates, to rescind such Conversion Notice, in which event the same Trading Day as Company shall promptly return to the applicable Conversion Notice is received by the Transfer Agent, provided that (i) the applicable Conversion Notice is Holder any original Note delivered to the Transfer Agent prior Company and the Holder shall promptly return to 5:00PM NY time and (ii) the DTC FAST program is availableCompany the Common Stock certificates issued to such Holder pursuant to the rescinded Conversion Notice.

Delivery of Conversion Shares. On or before the close of business on the third (a3rd) As soon as practicable after any conversion or payment Trading Day following the date of any amount due hereunder in delivery of a Conversion Notice (the form of Ordinary Shares in accordance with this Note, and in any event within the Standard Settlement Period thereafter (such date, the “Share "Delivery Date”"), the Maker Company shall, provided it is DWAC Eligible (as defined below) at such time, deliver or cause its expensetransfer agent to deliver the applicable Conversion Shares electronically via DWAC (as defined below) to the account designated by Holder in the applicable Conversion Notice. If the Company is not DWAC Eligible, cause it shall deliver to Holder or its broker (as designated in the Conversion Notice), via reputable overnight courier, a certificate representing the number of shares of Common Stock equal to the number of Conversion Shares to which Holder shall be issued entitled, registered in the name of and delivered Holder or its designee. For the avoidance of doubt, the Company has not met its obligation to the Holder, or as the Holder may direct the number of fully paid and non-assessable Ordinary Shares to which the Holder shall be entitled on such conversion or payment (the “Conversion Shares”), in the applicable denominations based on the applicable conversion or payment, which deliver Conversion Shares shall be free by the Delivery Date unless (i) the Conversion Shares or certificate(s) representing the Conversion Shares have been cleared and approved for public resale by the compliance departments of restrictive Holder's brokerage firm and trading legends the clearing firm servicing such brokerage, (except for any such legends as may be required under ii) the Securities Act). In lieu of delivering the Ordinary Conversion Shares issuable upon any conversion of this Note are held in the name of the clearing firm servicing Holder's brokerage firm and have been deposited into such clearing firm's account for the benefit of Holder, provided and (iii) the Company’s 's Common Stock has not had an intraday or closing bid price of less than $0.0001 at any time during the thirty (30) Trading Days prior to the Delivery Date. For purposes hereof, “DTC” means the Depository Trust Company. For purposes hereof, the term “DWAC” means the DTC's Deposit/Withdrawal at Custodian service. For purposes hereof, the term "DWAC Eligible" means that (i) the Company's Common Stock is eligible at DTC for full services pursuant to DTC's operational arrangements, including without limitation transfer through DTC's DWAC system, (ii) the Company has been approved (without revocation) by the DTC's underwriting department, (iii) the Company's transfer agent is approved as an agent in the DTC/FAST Program, (iv) the “Transfer Agent”Conversion Shares are otherwise eligible for delivery via DWAC; (v) is participating in The Depository Trust Company (“DTC”) DTC Fast Automated Securities Transfer Program (“FAST”) or a similar program, upon request of the Holder, the Company shall cause the Transfer Agent to electronically transmit such has previously delivered all Conversion Shares issuable upon conversion of this Note to Lender via DWAC; and (vi) the Holder (Company's transfer agent does not have a policy prohibiting or its designee), by crediting the account of the Holder’s (or such designee’s) broker with DTC through its Deposit Withdrawal At Custodian (DWAC) system (provided that the same time periods herein as for registration of Ordinary Shares shall apply) as instructed by the Holder (or its designee). Failure of a designee of the Holder to accept the limiting delivery of the Conversion Shares via the DWAC system shall not constitute a failure of the Maker to timely deliver Ordinary Shares. The Maker shall use best efforts to cause freely transferable Conversion Shares to be delivered by the Transfer Agent to the Holder’s broker at DTC by DWAC on the same Trading Day as the applicable Conversion Notice is received by the Transfer Agent, provided that (i) the applicable Conversion Notice is delivered to the Transfer Agent prior to 5:00PM NY time and (ii) the DTC FAST program is availableDWAC.

Delivery of Conversion Shares. (a) As soon as practicable after any conversion or payment of any amount due hereunder in the form of Ordinary Shares Common Stock in accordance with this Note, and in any event within the Standard Settlement Period two (2) Trading Days thereafter (such date, the “Share Delivery Date”), the Maker shall, at its expense, cause to be issued in the name of and delivered to the Holder, or as the Holder may direct direct, book-entry statements evidencing the number of fully paid and non-non- assessable Ordinary Shares Common Stock to which the Holder shall be entitled on such conversion or payment (the “Conversion Shares”), in the applicable denominations based on the applicable conversion or payment; provided that, which Conversion Shares shall be free of restrictive if the Common Stock are then DWAC Eligible and trading legends (except for any such legends as may be required under the Securities Act). In lieu of delivering the Ordinary Shares Common Stock issuable upon any conversion of this Note in have been registered for resale pursuant to an effective registration statement under the name of the Holder, provided the Company’s transfer agent (the “Transfer Agent”) is participating in The Depository Trust Company (“DTC”) DTC Fast Automated Securities Transfer Program (“FAST”) or a similar program1933 Act, upon request of the Holder, the Company shall cause the Transfer Agent its transfer agent to electronically transmit such Conversion Shares Common Stock issuable upon conversion of this Note to [(i) the Holder third-party purchaser in the resale thereof by the Investor or (or its designee), ii) by crediting the account of the Holder’s (or such its designee’s) broker with DTC through its Deposit Withdrawal At Custodian (DWAC) Agent Commission system (provided that the same time periods herein as for registration of Ordinary Shares book-entry statements shall apply) as instructed by the Holder (or its designee). Failure , in which case such Common Stock (x) shall only be used by such broker to deliver such Common Stock to DTC for the purpose of a designee of the Holder to accept the delivery of the Conversion Shares via the DWAC system shall not constitute a failure of the Maker to timely deliver Ordinary Shares. The Maker shall use best efforts to cause freely transferable Conversion Shares to be delivered by the Transfer Agent to settling the Holder’s broker at DTC by DWAC on the same Trading Day as the applicable Conversion Notice is received by the Transfer Agent, provided that (i) the applicable Conversion Notice is delivered share delivery obligations with respect to the Transfer Agent prior sale of such Common Stock, which may include delivery to 5:00PM NY time other accounts of such broker and inclusion in the number of Common Stock delivered by that broker in “net settling” that broker’s trading of shares of the Company’s Common Stock, including its positions with the brokers of the respective persons who purchase such Common Stock from the Holder, and (iiy) shall remain “restricted securities” as such term is defined in Rule 144(a)(3) under the DTC FAST program is availableSecurities Act until so delivered). In the event that the Maker fails to comply with its obligations under this Section 3.2, a liquidated damages charge of 2% of the Outstanding Principal Amount of this Note will be assessed and will become immediately due and payable each month while such failure remains uncured to the Holder at its election in the form of a cash payment or added to the balance of this Note.

Delivery of Conversion Shares. Upon receipt of a Conversion Notice ----------------------------- from a Holder, the Corporation shall, on or before the close of business on the later to occur of (ai) As soon the third (3rd) Business Day following the Conversion Date set forth in such Conversion Notice and (ii) with respect to Conversion Shares that are the subject of a dispute as practicable after any conversion or payment of any amount due hereunder described in paragraph 4(b) above, the form of Ordinary Shares in accordance with this Note, and in any event within Business Day immediately following the Standard Settlement Period thereafter Disputed Share Calculation Date (such date, the “Share Business Day being referred to herein as a "Delivery Date”"), the Maker shall, at its expense, issue and deliver ------------- or cause to be issued in the name of and delivered to the Holder, or as the such Holder may direct the number of fully paid and non-assessable Ordinary Conversion Shares to which such Holder is entitled to receive as provided herein. The Corporation shall effect delivery of Conversion Shares to a Holder by, as long as the transfer agent for the Corporation (the "Transfer Agent") participates in the Depository -------------- Trust Company ("DTC") Fast Automated Securities Transfer program ("FAST"), --- ---- crediting the account of such Holder or its nominee at DTC (as specified in Conversion Notice or otherwise in writing) 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 Transfer Agent is not a participant in FAST, or if Conversion Shares are not otherwise eligible for delivery through FAST, or if a Holder so specifies in a Conversion Notice or otherwise in writing on or before the Delivery Date, the Corporation shall effect delivery of Conversion Shares by delivering to the Holder or its nominee physical certificates representing such shares, no later than the close of business on such Delivery Date. If any Conversion would create a fractional Conversion Share, such fractional share shall be entitled on such conversion or payment (disregarded and the “Conversion Shares”), in the applicable denominations based on the applicable conversion or payment, which number of Conversion Shares shall be free the rounded to the nearest whole number of shares. Conversion Shares delivered to a Holder shall not contain any restrictive legend as long as (A) the resale, transfer, pledge or other disposition of such shares is covered by an effective registration statement and trading legends such Holder represents in writing to the Corporation that such shares have been or are being sold pursuant to such registration statement, (except for any B) such legends shares have been publicly sold pursuant to Rule 144 ("Rule ---- 144"), or (C) such shares can be sold pursuant to Rule 144(k) under Securities --- Act of 1933, as may be required under amended (the "Securities Act). In lieu of delivering the Ordinary Shares issuable upon any conversion of this Note in the name of the Holder, provided the Company’s transfer agent (the “Transfer Agent”) is participating in The Depository Trust Company (“DTC”) DTC Fast Automated Securities Transfer Program (“FAST”) or a similar program, upon request of the Holder, the Company shall cause the Transfer Agent to electronically transmit such Conversion Shares issuable upon conversion of this Note to the Holder (or its designee"), by crediting the account of the Holder’s (or such designee’s) broker with DTC through its Deposit Withdrawal At Custodian (DWAC) system (provided that the same time periods herein as for registration of Ordinary Shares shall apply) as instructed by the Holder (any successor rule or its designee). Failure of a designee of the Holder to accept the delivery of the Conversion Shares via the DWAC system shall not constitute a failure of the Maker to timely deliver Ordinary Shares. The Maker shall use best efforts to cause freely transferable Conversion Shares to be delivered by the Transfer Agent to the Holder’s broker at DTC by DWAC on the same Trading Day as the applicable Conversion Notice is received by the Transfer Agent, provided that (i) the applicable Conversion Notice is delivered to the Transfer Agent prior to 5:00PM NY time and (ii) the DTC FAST program is available-------------- provision.