Common use of DWAC/FAST Eligibility Clause in Contracts

DWAC/FAST Eligibility. If the Company fails for any reason to deliver to the Holder the Shares by DWAC/FAST electronic transfer or by delivering a physical stock certificate pursuant to the terms of this Note, or if there is a Conversion Failure as defined in Section 4(b)(ii) of this Note, and if the Holder incurs a Market Price Loss (as defined below), then at any time subsequent to incurring the loss the Holder may provide the Company written notice indicating the amounts payable to the Holder in respect of the Market Price Loss and the Company must make the Holder whole by either of the following options at Holder’s election: Market Price Loss = [(High trade price for the period between the day of conversion and the day the shares clear in the Holder’s brokerage account) x (Number of shares receivable from the conversion)] – [(Net Sales price realized by Holder) x (Number of shares receivable from the conversion)]. Option A – Pay Market Price Loss in Cash. The Company must pay the Market Price Loss by cash payment, and any such cash payment must be made by the third business day from the time of the Holder’s written notice to the Company. Option B – Add Market Price Loss to Outstanding Balance. The Company must pay the Market Price Loss by adding the Market Price Loss to the Outstanding Balance (under Xxxxxx’s and the Company’s expectation that any Market Price Loss amounts will tack back to the Issuance Date).

DWAC/FAST Eligibility. If the Company fails for any reason to deliver to the Holder the Shares by DWAC/FAST electronic transfer or (such as by delivering a physical stock certificate pursuant to the terms of this Notecertificate), or if there is a Conversion Failure as defined in Section 4(b)(ii) of this Note3(b)(ii), and if the Holder incurs a Market Price Loss (as defined below), then at any time subsequent to incurring the loss the Holder may provide the Company written notice indicating the amounts payable to the Holder in respect of the Market Price Loss and the Company must make the Holder whole by either of the following options at HolderXxxxxx’s election: Market Price Loss = [(High trade price for the period between the day of conversion and the day the shares clear in the Holder’s brokerage account) x (Number of shares receivable from the conversion)] – [(Net Sales price realized proceeds of sale of shares from conversion received by Holder) x (Number of shares receivable from the conversion)]. Option A – Pay Market Price Loss in Cash. The Company must pay the Market Price Loss by cash payment, and any such cash payment must be made by the third business day (3rd) Business Day from the time of the Holder’s written notice to the Company. Option B – Add Market Price Loss to Outstanding Balance. The Company must pay the Market Price Loss by adding the Market Price Loss to the Outstanding Balance (under Xxxxxx’s and the Company’s expectation that any Market Price Loss amounts will tack back to the Issuance Date). In the case that conversion shares are not deliverable by DWAC/FAST electronic transfer an additional ten percent (10%) discount to the Conversion Price will apply, unless the delay was triggered by reasons of impracticability or frustration of purpose due to COVID-19.

DWAC/FAST Eligibility. If the Company fails for any reason to deliver to the Holder the Shares by DWAC/FAST electronic transfer or (such as by delivering a physical stock certificate pursuant to the terms of this Notecertificate), or if there is a Conversion Failure as defined in Section 4(b)(ii) of this Note3(b)(ii), and if the Holder incurs a Market Price Loss (as defined below), then at any time subsequent to incurring the loss the Holder may provide the Company written notice indicating the amounts payable to the Holder in respect of the Market Price Loss and the Company must make the Holder whole by either of the following options at HolderXxxxxx’s election: Market Price Loss = [(High trade price for the period between the day of conversion and the day the shares clear in the Holder’s brokerage account) x (Number of shares receivable from the conversion)] – [(Net Sales price realized proceeds of sale of shares from conversion received by Holder) x (Number of shares receivable from the conversion)]. Option A – Pay Market Price Loss in Cash. The Company must pay the Market Price Loss by cash payment, and any such cash payment must be made by the third (3rd) business day from the time of the Holder’s written notice to the Company. Option B – Add Market Price Loss to Outstanding Balance. The Company must pay the Market Price Loss by adding the Market Price Loss to the Outstanding Balance (under Xxxxxx’s and the Company’s expectation that any Market Price Loss amounts will tack back to the Issuance Date). In the case that conversion shares are not deliverable by DWAC/FAST electronic transfer an additional 10% discount to the Conversion Price will apply, unless the delay was triggered by reasons of impracticability or frustration of purpose due to COVID-19.