Common use of Failure to Deliver Warrant Shares Clause in Contracts

Failure to Deliver Warrant Shares. (a) In the event that the Company fails for any reason (other than as a result of the Holder’s failure, in the case of a Cash Exercise (as defined below), to pay the aggregate Exercise Price for the Warrant Shares being purchased) to deliver to the Holder the number of Warrant Shares specified in the applicable Exercise Notice (without any restrictive legend to the extent permitted by the terms of the Securities Purchase Agreement) on or before the second (2nd) Business Day following the Delivery Date therefor (an “Exercise Default”), the Holder shall have the right to receive from the Company an amount equal to (i) (N/365) multiplied by (ii) the aggregate Exercise Price of the Warrant Shares which are the subject of such Exercise Default multiplied by (iii) the lower of sixteen percent (16%) and the maximum rate permitted by applicable law or by the applicable rules or regulations of any Governmental Agency (the “Default Interest Rate”), where “N” equals the number of days elapsed between the original Delivery Date of such Warrant Shares and the date on which such Exercise Default has been cured. In the event that shares of Common Stock are purchased by or on behalf of the Holder in order to make delivery on a sale effected in anticipation of receiving Warrant Shares upon an exercise, the Holder shall have the right to receive from the Company, in addition to the foregoing amounts, (i) the aggregate amount paid by or on behalf of the Holder for such shares of Common Stock minus (ii) the aggregate amount of net proceeds, if any, received by the Holder from the sale of the Warrant Shares issued by the Company pursuant to such exercise. Amounts payable under this Section 3(a) shall be paid to the Holder in immediately available funds on or before the fifth (5th) Business Day following written notice from the Holder to the Company specifying the amount owed to it by the Company pursuant to this Section 3(a).

Failure to Deliver Warrant Shares. (a) In the event that the Company fails for any reason (other than as a result of the Holder’s failure, in the case of a Cash Exercise (as defined below), to pay the aggregate Exercise Price for the Warrant Shares being purchased) to deliver to the Holder the number of Warrant Shares specified in the applicable Exercise Notice (without any restrictive legend to the extent permitted by applicable law and the terms of the Securities Purchase Agreement) on or before the second Delivery Date therefor, or fails to remove any restrictive legend from outstanding Warrant Shares at the request of the Holder in accordance with Section 2.5 of the Securities Purchase Agreement on or before the fifth (2nd5th) Business Day following the Delivery Date therefor such request (an “Exercise Default”), the Holder shall have the right to receive from the Company an amount equal to (i) (N/365) multiplied by (ii) the aggregate Exercise Price of the Warrant Shares which are the subject of such Exercise Default multiplied by (iii) the lower of sixteen eighteen percent (1618%) and the maximum rate permitted by applicable law or by the applicable rules or regulations of any Governmental Agency (the “Default Interest Rate”), where “N” equals the number of days elapsed between the original Delivery Date of such Warrant Shares (or from such fifth Business Day in the event of a failure to remove a legend from outstanding Warrant Shares) and the date on which such Exercise Default has been cured. In the event that shares of Common Stock are purchased by or on behalf of the Holder in order to make delivery on a sale effected in anticipation of receiving Warrant Shares upon an exercise, and there is an Exercise Default with respect to such exercise, the Holder shall have the right to receive from the Company, in addition to the foregoing amounts, (i) the aggregate amount paid by or on behalf of the Holder for such shares of Common Stock minus (ii) the aggregate amount of net proceeds, if any, received by the Holder from the sale of the Warrant Shares issued by the Company pursuant to such exerciseexercise after such shares are actually delivered to the Holder. Amounts payable under this Section 3(a) shall be paid to the Holder in immediately available funds on or before the fifth second (5th2nd) Business Day following written notice from the Holder to the Company specifying the amount owed to it by the Company pursuant to this Section 3(a)Company.

Failure to Deliver Warrant Shares. (a) In the event that the Company fails for any reason (other than as a result of the Holder’s failure, in the case of a Cash Exercise (as defined below), to pay the aggregate Exercise Price for the Warrant Shares being purchased) to deliver to the Holder the number of Warrant Shares specified in the applicable Exercise Notice (without any restrictive legend to the extent permitted by the terms of the Securities Purchase Agreement) on or before the second (2nd) Business Day following the Delivery Date therefor and such failure to deliver Warrant Shares continues for two (2) Business Days following the delivery of written notice thereof from such Holder (an “"Exercise Default”"), the Company shall pay to the Holder shall have payments ("Exercise Default Payments") in the right to receive from the Company an amount equal to of (i) (N/365) multiplied by (ii) the aggregate Exercise Price of the Warrant Shares which are the subject of such Exercise Default multiplied by (iii) the lower of sixteen fifteen percent (1615%) per annum and the maximum interest rate permitted by applicable law or by the applicable rules or regulations of any Governmental Agency (the “"Default Interest Rate”"), where “"N” " equals the number of days elapsed between the original Delivery Date of such Warrant Shares and the date on which all of such Exercise Default has been cured. In the event that shares of Common Stock are purchased by or on behalf of the Holder in order to make delivery on a sale effected in anticipation of receiving Warrant Shares upon an exercise, the Holder shall have the right to receive from the Company, in addition are issued and delivered to the foregoing amounts, (i) the aggregate amount paid by or on behalf of the Holder for such shares of Common Stock minus (ii) the aggregate amount of net proceeds, if any, received by the Holder from the sale of the Warrant Shares issued by the Company pursuant to such exerciseHolder. Amounts Cash amounts payable under this Section 3(a) hereunder shall be paid to the Holder in immediately available funds on or before the fifth (5th) Business Day of each calendar month following the calendar month in which such amount has accrued. The first occurrence of an Exercise Default with respect to a Holder shall not be deemed to be a Fundamental Change (under and as defined in the Articles of Amendment) giving rise to a Mandatory Redemption right under the Articles of Amendment provided such Exercise Default is cured within two (2) Business Days following written notice from the Holder to the Company specifying the amount owed thereof, and no Exercise Default with respect to it by the Company pursuant any Holder shall be deemed to this Section 3(a)be a Fundamental Change giving rise to a Mandatory Redemption right with respect to any other Holder.

Failure to Deliver Warrant Shares. (a) In the event that the Company fails for any reason (other than as a result of the Holder’s failure, in the case of a Cash Exercise (as defined below), to pay the aggregate Exercise Price for the Warrant Shares being purchased) to deliver to the Holder the number of Warrant Shares specified in the applicable Exercise Notice (without any restrictive legend to the extent permitted by the terms of the Securities Purchase Agreement) on or before the second (2nd) Business Day following the Delivery Date therefor (an “Exercise Default”), the Company shall pay to the Holder shall have payments (“Exercise Default Payments”) in the right to receive from the Company an amount equal to of (i) (N/365) multiplied by (ii) the aggregate Exercise Price of the Warrant Shares which are the subject of such Exercise Default multiplied by (iii) the lower of sixteen twelve percent (1612%) per annum and the maximum rate permitted by applicable law or by the applicable rules or regulations of any Governmental Agency (the “Default Interest Rate”), where “N” equals the number of days elapsed between the original Delivery Date of such Warrant Shares and the date on which all of such Exercise Default has been cured. In the event that shares of Common Stock are purchased by or on behalf of the Holder in order to make delivery on a sale effected in anticipation of receiving Warrant Shares upon an exercise, the Holder shall have the right to receive from the Company, in addition are issued and delivered to the foregoing amounts, (i) the aggregate amount paid by or on behalf of the Holder for such shares of Common Stock minus (ii) the aggregate amount of net proceeds, if any, received by the Holder from the sale of the Warrant Shares issued by the Company pursuant to such exerciseHolder. Amounts Cash amounts payable under this Section 3(a) hereunder shall be paid to the Holder in immediately available funds on or before the fifth (5th) Business Day of each calendar month following written notice from the Holder calendar month in which such amount has accrued. Notwithstanding anything in this Warrant to the Company specifying the amount owed to it by contrary, the Company pursuant is not obligated to issue any shares in excess of the Holder’s Allocation Amount (as defined in Section 4(b) of this Section 3(aWarrant), the failure to deliver such Warrant Shares shall not be an Exercise Default, and no Exercise Default Payment shall be due with regards to such Warrant Shares.

Failure to Deliver Warrant Shares. (a) In the event that the Company fails for any reason (other than as a result of the Holder’s failure, in the case of a Cash Exercise (as defined below)Exercise, to pay the aggregate Exercise Price for the Warrant Shares being purchased) to deliver to the Holder the number of Warrant Shares specified in the applicable Exercise Notice (without any restrictive legend to the extent permitted by the terms of the Securities Purchase Agreement) on or before the second (2nd) Business Day following the Delivery Date therefor therefor, or fails to remove any restrictive legend from outstanding Warrant Shares at the request of the Holder in accordance with the Securities Purchase Agreement on or before the date required therein following such request (an “Exercise Default”), the Holder shall have the right to receive from the Company an amount equal to (i) (N/365) multiplied by (ii) the then aggregate Exercise Market Price (as defined below) of the Warrant Shares which are the subject of such Exercise Default multiplied by (iii) the lower of sixteen eighteen percent (1618%) and the maximum rate permitted by applicable law or by the applicable rules or regulations of any Governmental Agency (the “Default Interest Rate”), where “N” equals the number of days elapsed between the original Delivery Date of such Warrant Shares (or, in the event of a failure to remove a legend from outstanding Warrant Shares, the date on which such unlegended shares were required to be delivered) and the date on which such Exercise Default has been cured. In the event that shares of Common Stock are purchased by or on behalf of the Holder in order to make delivery on a sale effected in anticipation of receiving Warrant Shares upon an exercise, the Holder shall have the right to receive from the Company, in addition to the foregoing amounts, (i) the aggregate amount paid by or on behalf of the Holder for such shares of Common Stock minus (ii) the aggregate amount of net proceeds, if any, received by the Holder from the sale of the Warrant Shares issued by the Company pursuant to such exercise. Amounts payable under this Section 3(a) shall be paid to the Holder in immediately available funds on or before the fifth (5th) Business Day following written notice from the Holder to the Company specifying the amount owed to it by the Company pursuant to this Section 3(a)) and, if an Exercise Default continues to exist thereafter, at the end of each period of thirty (30) days following such fifth Business Day.

Failure to Deliver Warrant Shares. (a) In the event that the Company fails for any reason (other than as a result of the Holder’s failure, in the case of a Cash Exercise (as defined below), to pay the aggregate Exercise Price for the Warrant Shares being purchased) to deliver to the Holder the number of Warrant Shares specified in the applicable Exercise Notice (without any restrictive legend to the extent permitted by the terms of the Securities Purchase Agreement) on or before the second (2nd) Business Day following the Delivery Date therefor (an “Exercise Default”), the Holder shall have the right to receive received from the Company an amount equal to (i) (N/365) multiplied by (ii) the aggregate Exercise Price of the Warrant Shares which are the subject of such Exercise Default multiplied by (iii) the lower of sixteen percent (16%) and the maximum rate permitted by applicable law or by the applicable rules or regulations of any Governmental Agency (the “Default Interest Rate”), where “N” equals the number of days elapsed between the original Delivery Date of such Warrant Shares and the date on which such Exercise Default has been cured. In the event that shares of Common Stock are purchased by or on behalf of the Holder in order to make delivery on a sale effected in anticipation of receiving Warrant Shares upon an exercise, the Holder shall have the right to receive from the Company, in addition to the foregoing amounts, (i) the aggregate amount paid by or on behalf of the Holder for such shares of Common Stock minus (ii) the aggregate amount of net proceeds, if any, received by the Holder from the sale of the Warrant Shares issued by the Company pursuant to such exercise. Amounts payable under this Section 3(a) shall be paid to the Holder in immediately available funds on or before the fifth (5th) Business Day following written notice from the Holder to the Company specifying the amount owed to it by the Company pursuant to this Section 3(a).

Failure to Deliver Warrant Shares. (a) In the event that the Company fails for any reason (other than as a result of the Holder’s failure, in the case of a Cash Exercise (as defined below), to pay the aggregate Exercise Price for the Warrant Shares being purchased) to deliver to the Holder has not received certificates representing the number of Warrant Shares specified in the applicable Exercise Notice (without any restrictive legend to the extent permitted by the terms of the Securities Purchase Agreement) on or before the second (2nd) Business Day following the Delivery Date therefor (an “Exercise Default”), and the Holder purchases shares of Common Stock in order to make delivery on a sale effected in anticipation of receiving Warrant Shares upon such exercise, the Holder shall have the right to receive from the Company an amount equal to (iA) the aggregate amount paid by the Holder for shares of Common Stock so purchased by the Holder minus (N/365) multiplied by (iiB) the aggregate Exercise Price of the Warrant Shares which are the subject of such Exercise Default multiplied by (iii) the lower of sixteen percent (16%) and the maximum rate permitted by applicable law or by the applicable rules or regulations of any Governmental Agency (the “Default Interest Rate”), where “N” equals the number of days elapsed between the original Delivery Date of for such Warrant Shares and (which payment shall not relieve the date on which Company from its obligation to deliver such Exercise Default has been cured. In Warrant Shares to the event Holder); provided, that if, in lieu of or in addition to purchasing shares of Common Stock are purchased by or for the purpose of making delivery on behalf of such sale, the Holder borrows shares of Common Stock in order to make delivery on a sale effected in anticipation such delivery, the Holder shall have the additional right to be reimbursed by the Company for all costs associated with effecting such borrowing transaction. The Holder’s rights and remedies hereunder are cumulative, and no right or remedy is exclusive of receiving Warrant Shares upon an exerciseany other. In addition to the amounts specified herein, the Holder shall have the right to receive from the Companypursue all other remedies available to it at law or in equity (including, in addition to the foregoing amountswithout limitation, (i) the aggregate amount paid by or on behalf a decree of the Holder for such shares of Common Stock minus (ii) the aggregate amount of net proceeds, if any, received by the Holder from the sale of the Warrant Shares issued by the Company pursuant to such exercisespecific performance and/or injunctive relief). Amounts payable under this Section 3(a) The amounts specified herein shall be paid to the Holder in immediately available funds on or before the fifth (5th) Business Day following written notice thereof from the Holder to the Company specifying the amount owed to it by the Company pursuant to this Section 3(a)Holder.

Failure to Deliver Warrant Shares. (a) In the event that the Company fails for any reason (other than as a result of the Holder’s failure, in the case of a Cash Exercise (as defined below), to pay the aggregate Exercise Price for the Warrant Shares being purchased) to deliver to the Holder the number of Warrant Shares specified in the applicable Exercise Notice (without any restrictive legend to the extent permitted by applicable law and the terms of the Securities Purchase Agreement) on or before the second Delivery Date therefor, or fails to remove any restrictive legend from outstanding Warrant Shares at the request of the Holder in accordance with Section 2.5 of the Securities Purchase Agreement on or before the tenth (2nd10th) Business Day following the Delivery Date therefor such request (an “Exercise Default”), the Holder shall have the right to receive from the Company an amount equal to (i) (N/365) multiplied by (ii) the aggregate Exercise Price of the Warrant Shares which are the subject of such Exercise Default multiplied by (iii) the lower of sixteen twelve percent (1612%) and the maximum rate permitted by applicable law or by the applicable rules or regulations of any Governmental Agency (the “Default Interest Rate”), where “N” equals the number of days elapsed between the original Delivery Date of such Warrant Shares (or from such tenth Business Day in the event of a failure to remove a legend from outstanding Warrant Shares) and the date on which such Exercise Default has been cured. In the event that shares of Common Stock are purchased by or on behalf of the Holder in order to make delivery on a sale effected in anticipation of receiving Warrant Shares upon an exercise, and there is an Exercise Default with respect to such exercise, the Holder shall have the right to receive from the Company, in addition to the foregoing amounts, (i) the aggregate amount paid by or on behalf of the Holder for such shares of Common Stock minus (ii) the aggregate amount of net proceeds, if any, received by the Holder from the sale of the Warrant Shares issued by the Company pursuant to such exercise. Amounts payable under this Section 3(a) shall be paid to the Holder in immediately available funds on or before the fifth second (5th2nd) Business Day following written notice from the Holder to the Company specifying the amount owed to it by the Company pursuant to this Section 3(a)) and, if an Exercise Default continues to exist thereafter, at the end of each period of thirty (30) days following such second Business Day.