Common use of Failure to Timely Deliver; Buy-In Clause in Contracts

Failure to Timely Deliver; Buy-In. If the Company fails to (i) issue and deliver (or cause to be delivered) to the Investor by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Investor that is free from all restrictive and other legends or (ii) credit the balance account of such Investor’s or such Investor’s nominee with DTC for such number of Conversion Shares so delivered to the Company, then, in addition to all other remedies available to such Investor, the Company shall pay in cash to such Investor on each day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 2% of the original principal amount of such Investor’s Note. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such Investor’s or such Investor’s nominee with DTC by the Required Delivery Date, and if on or after the Required Delivery Date such Investor (or any other Person in respect, or on behalf, of such Investor) purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Investor of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, that such Investor so anticipated receiving from the Company without any restrictive legend, then, in addition to all other remedies available to such Investor, the Company shall, within three (3) Trading Days after such Investor’s request and in such Investor’s sole discretion, either (i) pay cash to such Investor in an amount equal to such Investor’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if any) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such Investor’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Investor a certificate or certificates or credit such Investor’s DTC account representing such number of shares of Common Stock that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to such Investor in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares that the Company was required to deliver to such Investor by the Required Delivery Date multiplied by (B) the lowest Closing Sale Price (as define in the Note) of the Common Stock on any Trading Day during the period commencing on the date of the delivery by such Investor to the Company of the applicable Conversion Shares and ending on the date of such delivery and payment under this clause (ii).

Failure to Timely Deliver; Buy-In. If the Company fails to (i) fail, for any reason or for no reason, to issue and deliver (or cause to be delivered) to the Investor a Buyer (or its designee) by the Required Delivery Date Date, either (I) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, a certificate representing for the number of Conversion Shares or Warrant Shares (as the case may be) to which such Buyer is entitled and register such Conversion Shares or Warrant Shares (as the case may be) on the Company’s share register or, if the Transfer Agent is participating in the DTC Fast Automated Securities so delivered Transfer Program, to the Company by such Investor that is free from all restrictive and other legends or (ii) credit the balance account of such Investor’s Buyer or such InvestorBuyer’s nominee designee with DTC for such number of Conversion Shares so delivered or Warrant Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above or (II) if the Registration Statement covering the resale of the Conversion Shares or Warrant Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above (the “Unavailable Shares”) is not available for the resale of such Unavailable Shares and the Company fails to promptly, but in no event later than as required pursuant to the CompanyRegistration Rights Agreement (x) so notify such Buyer and (y) deliver the Conversion Shares or Warrant Shares, as applicable, electronically without any restrictive legend by crediting such aggregate number of Conversion Shares or Warrant Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred as a “Notice Failure” and together with the event described in clause (I) above, a “Delivery Failure”), then, in addition to all other remedies available to such InvestorBuyer, the Company shall pay in cash to such Investor Buyer on each day after the Required Share Delivery Date that the issuance or credit of and during such shares is not timely effected Delivery Failure an amount equal to 2% of the original principal amount product of (A) the sum of the number of shares of Common Stock not issued to such Investor’s NoteBuyer on or prior to the Required Delivery Date and to which such Buyer is entitled, and (B) any trading price of the Common Stock selected by such Buyer in writing as in effect at any time during the period beginning on the date of the delivery by such Buyer to the Company of the applicable Conversion Shares or Warrant Shares (as the case may be) and ending on the applicable Share Delivery Date. In addition to the foregoing, if on or prior to the Required Delivery Date either (I) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, the Company fails shall fail to so properly issue and deliver a certificate to a Buyer and register such unlegended certificates or so properly shares of Common Stock on the Company’s share register or, if the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, credit the balance account of such Investor’s Buyer or such InvestorBuyer’s nominee designee with DTC for the number of shares of Common Stock to which such Buyer submitted for legend removal by the Required Delivery Datesuch Buyer pursuant to Section 5(d) above (ii) below or (II) a Notice Failure occurs, and if on or after the Required Delivery Date such Investor (or any other Person in respect, or on behalf, of Trading Day such Investor) Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Investor of all or any portion of the number of shares of Common Stock, or a sale of a number Buyer of shares of Common Stock equal submitted for legend removal by such Buyer pursuant to all or any portion of the number of shares of Common Stock, Section 5(d) above that such Investor so anticipated receiving Buyer is entitled to receive from the Company without any restrictive legend(a “Buy-In”), then, in addition to all other remedies available to such Investor, then the Company shall, within three two (32) Trading Days after such InvestorBuyer’s request and in such InvestorBuyer’s sole discretion, either (i) pay cash to such Investor Buyer in an amount equal to such InvestorBuyer’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) , for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if anypurchased) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such InvestorBuyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Investor Buyer a certificate or certificates or credit the balance account of such InvestorBuyer or such Buyer’s designee with DTC account representing such number of shares of Common Stock that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to such Investor Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Investor Buyer by the Required Delivery Date multiplied by (B) the lowest Closing Sale Price (as define defined in the NoteWarrants) of the Common Stock on any Trading Day during the period commencing on the date of the delivery by such Investor Buyer to the Company of the applicable Conversion Shares or Warrant Shares (as the case may be) and ending on the date of such delivery and payment under this clause (ii). Nothing shall limit such Buyer’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) as required pursuant to the terms hereof. Notwithstanding anything herein to the contrary, with respect to any given Notice Failure and/or Delivery Failure, this Section 5(e) shall not apply to the applicable Buyer the extent the Company has already paid such amounts in full to such Buyer with respect to such Notice Failure and/or Delivery Failure, as applicable, pursuant to the analogous sections of the Note or Warrant, as applicable, held by such Buyer.

Failure to Timely Deliver; Buy-In. If the Company fails fails, for any reason or for no reason, to (i) issue and deliver (or cause to be delivered) to the Investor Buyer (or its designee) by the Required Delivery Date Date, either (I) if the Transfer Agent is not participating in FAST, a certificate representing for the Securities so delivered number of Conversion Shares to which the Company by Buyer is entitled and register such Investor that Conversion Shares on the Company’s share register or, if the Transfer Agent is free from all restrictive and other legends or (ii) participating in FAST, to credit the balance account of such Investorthe Buyer or the Buyer’s or such Investor’s nominee designee with DTC for such number of Conversion Shares so delivered (as the case may be) submitted for legend removal by the Buyer pursuant to Section 5(d) above or (II) if a registration statement covering the resale of the Conversion Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above (the “Unavailable Shares”) is not available for the resale of such Unavailable Shares and the Company fails to promptly, but in no event later than as required pursuant to the CompanyRegistration Rights Agreement (x) so notify the Buyer and (y) deliver the Conversion Shares, electronically without any restrictive legend by crediting such aggregate number of Conversion Shares submitted for legend removal by the Buyer pursuant to Section 5(d) above to the Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred as a “Notice Failure” and together with the event described in clause (I) above, a “Delivery Failure”), then, in addition to all other remedies available to such Investorthe Buyer, the Company shall pay in cash to such Investor the Buyer on each day after the Required Share Delivery Date that the issuance or credit of and during such shares is not timely effected Delivery Failure an amount equal to 2% of the original principal amount product of such Investor’s Note(A) the sum of the number of shares of Common Stock not issued to the Buyer on or prior to the Required Delivery Date and to which the Buyer is entitled, and (B) any trading price of the Common Stock selected by the Buyer in writing as in effect at any time during the period beginning on the date of the delivery by the Buyer to the Company of the applicable Conversion Shares and ending on the applicable Share Delivery Date. In addition to the foregoing, if on or prior to the Required Delivery Date either (I) if the Transfer Agent is not participating in FAST, the Company fails shall fail to so properly issue and deliver a certificate to the Buyer and register such unlegended certificates or so properly shares of Common Stock on the Company’s share register or, if the Transfer Agent is participating in FAST, credit the balance account of such Investorthe Buyer or the Buyer’s or such Investor’s nominee designee with DTC for the number of shares of Common Stock to which the Buyer submitted for legend removal by the Required Delivery DateBuyer pursuant to Section 5(d) above (ii) below or (II) a Notice Failure occurs, and if on or after such Trading Day the Required Delivery Date such Investor (or any other Person in respect, or on behalf, of such Investor) purchases Buyer acquires (in an open market transaction transaction, stock loan or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Investor of all or any portion of the number of shares of Common Stock, or a sale of a number Buyer of shares of Common Stock equal submitted for legend removal by the Buyer pursuant to all or any portion of Section 5(d) above that the number of shares of Common Stock, that such Investor so anticipated receiving Buyer is entitled to receive from the Company without any restrictive legend(a “Buy-In”), then, in addition to all other remedies available to such Investor, then the Company shall, within three two (32) Trading Days after such Investorthe Buyer’s request and in such Investorthe Buyer’s sole discretion, either (i) pay cash to such Investor the Buyer in an amount equal to such Investorthe Buyer’s total purchase price (including brokerage commissions commissions, stock loan costs and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased acquired (including brokerage commissions and including, without limitation, by any other out-of-pocket expensesPerson in respect, if anyor on behalf, of the Buyer) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such Investorthe Buyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Investor the Buyer a certificate or certificates or credit the balance account of the Buyer or such InvestorBuyer’s designee with DTC account representing such number of shares of Common Stock that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to such Investor the Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares that the Company was required to deliver to such Investor the Buyer by the Required Delivery Date multiplied by (B) the lowest Closing Sale Price (as define in the Note) of the Common Stock on any Trading Day during the period commencing on the date of the delivery by such Investor the Buyer to the Company of the applicable Conversion Shares and ending on the date of such delivery and payment under this clause (ii). Nothing shall limit the Buyer’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) as required pursuant to the terms hereof. Notwithstanding anything herein to the contrary, with respect to any given Notice Failure and/or Delivery Failure, this Section 5(e) shall not apply to the Buyer the extent the Company has already paid such amounts in full to the Buyer with respect to such Notice Failure and/or Delivery Failure, as applicable, pursuant to the analogous sections of the Certificate of Designations with respect to the Preferred Shares then held by such Buyer.

Failure to Timely Deliver; Buy-In. If the Company is a Reporting Company and the Company improperly fails to (i) issue and deliver dispatch for delivery (or cause to be deliveredso dispatched) to the Investor a Buyer by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Investor Buyer that is free from all restrictive and other legends or (ii) credit the balance account of such InvestorBuyer’s or such InvestorBuyer’s nominee with DTC for such number of Conversion Shares so delivered to the Company, then, in addition to all other remedies available to such Investor, the Company shall pay in cash to such Investor on each day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 2% of the original principal amount of such Investor’s Note. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such Investor’s or such Investor’s nominee with DTC by the Required Delivery Date, and if on or after the business day immediately following the Required Delivery Date such Investor Buyer (or any other Person in respect, or on behalf, of such InvestorBuyer) purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Investor Buyer of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, that such Investor Buyer so anticipated receiving from the Company without any restrictive legend, then, in addition to all other remedies available to such InvestorBuyer, the Company shall, within three five (35) Trading Business Days after such InvestorBuyer’s request and in such InvestorBuyer’s sole discretion, either (ix) pay cash to such Investor Buyer in an amount equal to such InvestorBuyer’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if any) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such InvestorBuyer’s balance account shall terminate and such shares shall be cancelled, or (iiy) promptly honor its obligation to so deliver to such Investor Buyer a certificate or certificates or credit such InvestorBuyer’s DTC account representing such number of shares of Common Stock that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to such Investor Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares that the Company was required to deliver to such Investor Buyer by the Required Delivery Date multiplied by (B) the lowest Closing Sale Price (as define in the Note) closing sale price of the Common Stock on any Trading Business Day during the period commencing on the date of the delivery by such Investor Buyer to the Company of the applicable Conversion Shares and ending on the date of such delivery and payment under this clause (iiy).

Failure to Timely Deliver; Buy-In. If the Company fails to (i) issue and deliver (or cause to be delivered) to the Investor a Buyer by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Investor Buyer that is free from all restrictive and other legends or (ii) credit the balance account of such InvestorBuyer’s or such InvestorBuyer’s nominee with DTC for such number of Conversion Shares or Warrant Shares so delivered to the Company, then, in addition to all other remedies available to such Investor, the Company shall pay in cash to such Investor on each day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 2% of the original principal amount of such Investor’s Note. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such Investor’s or such Investor’s nominee with DTC by the Required Delivery Date, and if on or after the Required Delivery Date such Investor Buyer (or any other Person in respect, or on behalf, of such InvestorBuyer) purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Investor Buyer of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, that such Investor Buyer so anticipated receiving from the Company without any restrictive legend, then, in addition to all other remedies available to such InvestorBuyer, the Company shall, within three five (35) Trading Days after such InvestorBuyer’s request and in such InvestorBuyer’s sole discretion, either (i) pay cash to such Investor Buyer in an amount equal to such InvestorBuyer’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if any) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such InvestorBuyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Investor Buyer a certificate or certificates or credit such InvestorBuyer’s DTC account representing such number of shares of Common Stock that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to such Investor Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Investor Buyer by the Required Delivery Date multiplied by (B) the lowest Closing Sale Price (as define defined in the NoteWarrants) of the Common Stock on any Trading Day during the period commencing on the date of the delivery by such Investor Buyer to the Company of the applicable Conversion Shares or Warrant Shares (as the case may be) and ending on the date of such delivery and payment under this clause (ii).

Failure to Timely Deliver; Buy-In. If the Company fails fails, for any reason or for no reason, to (i) issue and deliver (or cause to be delivered) to the Investor a Buyer (or its designee) by the Required Delivery Date Date, either (I) if the Transfer Agent is not participating in FAST, a certificate representing for the Securities so delivered number of Conversion Shares or Warrant Shares (as the case may be) to which such Buyer is entitled and register such Conversion Shares or Warrant Shares (as the Company by such Investor that case may be) on the Company’s share register or, if the Transfer Agent is free from all restrictive and other legends or (ii) participating in FAST, to credit the balance account of such Investor’s Buyer or such InvestorBuyer’s nominee designee with DTC for such number of Conversion Shares so delivered or Warrant Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above or (II) if the Registration Statement covering the resale of the Conversion Shares or Warrant Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above (the “Unavailable Shares”) is not available for the resale of such Unavailable Shares and the Company fails to promptly, but in no event later than as required pursuant to the CompanyRegistration Rights Agreement (x) so notify such Buyer and (y) deliver the Conversion Shares or Warrant Shares, as applicable, electronically without any restrictive legend by crediting such aggregate number of Conversion Shares or Warrant Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred as a “Notice Failure” and together with the event described in clause (I) above, a “Delivery Failure”), then, in addition to all other remedies available to such InvestorBuyer, the Company shall pay in cash to such Investor Buyer on each day after the Required Share Delivery Date that the issuance or credit of and during such shares is not timely effected Delivery Failure an amount equal to 2% of the original principal amount product of (A) the sum of the number of shares of Common Stock not issued to such Investor’s NoteBuyer on or prior to the Required Delivery Date and to which such Buyer is entitled, and (B) any trading price of the Common Stock selected by such Buyer in writing as in effect at any time during the period beginning on the date of the delivery by such Buyer to the Company of the applicable Conversion Shares or Warrant Shares (as the case may be) and ending on the applicable Share Delivery Date. In addition to the foregoing, if on or prior to the Required Delivery Date either (I) if the Transfer Agent is not participating in FAST, the Company fails shall fail to so properly issue and deliver a certificate to a Buyer and register such unlegended certificates or so properly shares of Common Stock on the Company’s share register or, if the Transfer Agent is participating in FAST, credit the balance account of such Investor’s Buyer or such InvestorBuyer’s nominee designee with DTC for the number of shares of Common Stock to which such Buyer submitted for legend removal by the Required Delivery Datesuch Buyer pursuant to Section 5(d) above (ii) below or (II) a Notice Failure occurs, and if on or after the Required Delivery Date such Investor (or any other Person in respect, or on behalf, of Trading Day such Investor) purchases Buyer acquires (in an open market transaction transaction, stock loan or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Investor of all or any portion of the number of shares of Common Stock, or a sale of a number Buyer of shares of Common Stock equal submitted for legend removal by such Buyer pursuant to all or any portion of the number of shares of Common Stock, Section 5(d) above that such Investor so anticipated receiving Buyer is entitled to receive from the Company without any restrictive legend(a “Buy-In”), then, in addition to all other remedies available to such Investor, then the Company shall, within three two (32) Trading Days after such InvestorBuyer’s request and in such InvestorBuyer’s sole discretion, either (i) pay cash to such Investor Buyer in an amount equal to such InvestorBuyer’s total purchase price (including brokerage commissions commissions, stock loan costs and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased acquired (including brokerage commissions and including, without limitation, by any other out-of-pocket expensesPerson in respect, if anyor on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such InvestorBuyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Investor Buyer a certificate or certificates or credit the balance account of such InvestorBuyer or such Buyer’s designee with DTC account representing such number of shares of Common Stock that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to such Investor Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Investor Buyer by the Required Delivery Date multiplied by (B) the lowest Closing Sale Price (as define defined in the NoteWarrants) of the Common Stock on any Trading Day during the period commencing on the date of the delivery by such Investor Buyer to the Company of the applicable Conversion Shares or Warrant Shares (as the case may be) and ending on the date of such delivery and payment under this clause (ii). Nothing shall limit such Xxxxx’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) as required pursuant to the terms hereof. Notwithstanding anything herein to the contrary, with respect to any given Notice Failure and/or Delivery Failure, this Section 5(e) shall not apply to the applicable Buyer the extent the Company has already paid such amounts in full to such Buyer with respect to such Notice Failure and/or Delivery Failure, as applicable, pursuant to the analogous sections of the Certificate of Designations or Warrant, as applicable, with respect to the Preferred Shares or Warrants, as applicable, then held by such Buyer.

Failure to Timely Deliver; Buy-In. If the Company fails to (i) issue and deliver (or cause to be delivered) to the Investor by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Investor that is free from all restrictive and other legends or (ii) credit the balance account of such Investor’s or such Investor’s nominee with DTC for such number of Conversion Shares so delivered to the Company, then, in addition to all other remedies available to such Investor, the Company shall pay in cash to such Investor on each day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 2% of the original principal amount of such Investor’s Note. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such Investor’s or such Investor’s nominee with DTC by the Required Delivery Date, and if on or after the Required Delivery Date such Investor (or any other Person in respect, or on behalf, of such Investor) purchases (in an open market transaction or otherwise) shares of Common Stock Shares to deliver in satisfaction of a sale by such Investor of all or any portion of the number of shares of Common StockShares, or a sale of a number of shares of Common Stock Shares equal to all or any portion of the number of shares of Common StockShares, that such Investor so anticipated receiving from the Company without any restrictive legend, then, in addition to all other remedies available to such Investor, the Company shall, within three (3) Trading Days after such Investor’s request and in such Investor’s sole discretion, either (i) pay cash to such Investor in an amount equal to such Investor’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock Shares so purchased (including brokerage commissions and other out-of-pocket expenses, if any) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such Investor’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Investor a certificate or certificates or credit such Investor’s DTC account representing such number of shares of Common Stock Shares that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to such Investor in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares that the Company was required to deliver to such Investor by the Required Delivery Date multiplied by (B) the lowest Closing Sale Price (as define in the Note) of the Common Stock Shares on any Trading Day during the period commencing on the date of the delivery by such Investor to the Company of the applicable Conversion Shares and ending on the date of such delivery and payment under this clause (ii).

Failure to Timely Deliver; Buy-In. If the Company fails fails, for any reason or for no reason, to issue and (i) issue and if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, deliver (or cause to be delivered) to the Investor Holder (or its designee) by the Required applicable Share Delivery Date Deadline a certificate representing for the Securities so delivered number of New Warrant Shares submitted for legend removal by the Holder pursuant to Section 11(d) above to which the Company by Holder is entitled and register such Investor that is free from all restrictive and other legends New Warrant Shares on the Company’s share register or (ii) if the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, credit the balance account of such Investorthe Holder or the Holder’s or such Investor’s nominee designee with DTC for such number of Conversion New Warrant Shares so delivered to the Company, then, in addition to all other remedies available to such Investor, the Company shall pay in cash to such Investor on each day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 2% of the original principal amount of such Investor’s Note. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such Investor’s or such Investor’s nominee with DTC submitted for legend removal by the Required Holder pursuant to Section 11(d) above to which the Holder is entitled (in each case, a “Delivery DateFailure”), and if on or after such Trading Day the Required Delivery Date such Investor (or any other Person in respect, or on behalf, of such Investor) Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Investor of all or any portion of the number of shares of Common Stock, or a sale of a number Holder of shares of Common Stock equal submitted for legend removal by the Holder pursuant to all or any portion of Section 11(d) above that the number of shares of Common Stock, that such Investor so anticipated receiving Holder is entitled to receive from the Company without any restrictive legend(a “Buy-In”), then, in addition to all other remedies available to such Investor, then the Company shall, within three two (32) Trading Days after such Investorthe Holder’s request and in such Investorthe Holder’s sole discretion, either (i) pay cash to such Investor the Holder in an amount equal to such Investorthe Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) , for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if anypurchased) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such Investorthe Holder’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Investor the Holder a certificate or certificates or credit such Investorthe balance account of the Holder or the Holder’s designee with DTC account representing such number of shares of Common Stock that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to such Investor the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion New Warrant Shares that the Company was required to deliver to such Investor the Holder by the Required Share Delivery Date Deadline multiplied by (B) the lowest Closing Sale Price (as define defined in the NoteWarrant”) of the Common Stock on any Trading Day during the period commencing on the date of the delivery by such Investor the Holder to the Company of the applicable Conversion Shares Holder’s request under this Section 11(e) and ending on the date of such delivery and payment under this clause (ii). Nothing shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) as required pursuant to the terms hereof. Notwithstanding anything herein to the contrary, with respect to any given Delivery Failure, this Section 11(e) shall not apply to the Holder to the extent the Company has already paid such amounts in full to the Holder with respect to such Delivery Failure, as applicable, pursuant to the analogous section of the New Warrant held by the Holder. Additionally, if the Company fails for any reason to deliver to the Holder the Warrant Shares subject to an Exercise Notice (as defined in the Warrant) by the Share Delivery Deadline, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the Weighted Average Price (as defined in the Warrant) of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Share Delivery Deadline until such Warrant Shares are delivered or Holder rescinds such exercise.

Failure to Timely Deliver; Buy-In. If the Company fails to (i) fail, for any reason or for no reason, to issue and deliver (or cause to be delivered) to the Investor a Buyer (or its designee) by the Required Delivery Date Date, either (I) if the Transfer Agent is not participating in FAST, a certificate representing for the Securities so delivered number of Conversion Shares or Warrant Shares (as the case may be) to which such Buyer is entitled and register such Conversion Shares or Warrant Shares (as the Company by such Investor that case may be) on the Company’s share register or, if the Transfer Agent is free from all restrictive and other legends or (ii) participating in FAST, to credit the balance account of such Investor’s Buyer or such InvestorBuyer’s nominee designee with DTC for such number of Conversion Shares so delivered or Warrant Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above or (II) if the Registration Statement covering the resale of the Conversion Shares or Warrant Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above (the “Unavailable Shares”) is not available for the resale of such Unavailable Shares and the Company fails to promptly, but in no event later than as required pursuant to the CompanyRegistration Rights Agreement (x) so notify such Buyer and (y) deliver the Conversion Shares or Warrant Shares, as applicable, electronically without any restrictive legend by crediting such aggregate number of Conversion Shares or Warrant Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred as a “Notice Failure” and together with the event described in clause (I) above, a “Delivery Failure”), then, in addition to all other remedies available to such InvestorBuyer, the Company shall pay in cash to such Investor Buyer on each day after the Required Share Delivery Date that the issuance or credit of and during such shares is not timely effected Delivery Failure an amount equal to 2% of the original principal amount product of (A) the sum of the number of shares of Common Stock not issued to such Investor’s NoteBuyer on or prior to the Required Delivery Date and to which such Buyer is entitled, and (B) any trading price of the Common Stock selected by such Buyer in writing as in effect at any time during the period beginning on the date of the delivery by such Buyer to the Company of the applicable Conversion Shares or Warrant Shares (as the case may be) and ending on the applicable Share Delivery Date. In addition to the foregoing, if on or prior to the Required Delivery Date either (I) if the Transfer Agent is not participating in FAST, the Company fails shall fail to so properly issue and deliver a certificate to a Buyer and register such unlegended certificates or so properly shares of Common Stock on the Company’s share register or, if the Transfer Agent is participating in FAST, credit the balance account of such Investor’s Buyer or such InvestorBuyer’s nominee designee with DTC for the number of shares of Common Stock to which such Buyer submitted for legend removal by the Required Delivery Datesuch Buyer pursuant to Section 5(d) above (ii) below or (II) a Notice Failure occurs, and if on or after the Required Delivery Date such Investor (or any other Person in respect, or on behalf, of Trading Day such Investor) Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Investor of all or any portion of the number of shares of Common Stock, or a sale of a number Buyer of shares of Common Stock equal submitted for legend removal by such Buyer pursuant to all or any portion of the number of shares of Common Stock, Section 5(d) above that such Investor so anticipated receiving Buyer is entitled to receive from the Company without any restrictive legend(a “Buy-In”), then, in addition to all other remedies available to such Investor, then the Company shall, within three two (32) Trading Days after such InvestorBuyer’s request and in such InvestorBuyer’s sole discretion, either (i) pay cash to such Investor Buyer in an amount equal to such InvestorBuyer’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) , for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if anypurchased) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such InvestorBuyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Investor Buyer a certificate or certificates or credit the balance account of such InvestorBuyer or such Buyer’s designee with DTC account representing such number of shares of Common Stock that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to such Investor Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Investor Buyer by the Required Delivery Date multiplied by (B) the lowest Closing Sale Price (as define defined in the NoteWarrants) of the Common Stock on any Trading Day during the period commencing on the date of the delivery by such Investor Buyer to the Company of the applicable Conversion Shares or Warrant Shares (as the case may be) and ending on the date of such delivery and payment under this clause (ii). Nothing shall limit such Xxxxx’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) as required pursuant to the terms hereof. Notwithstanding anything herein to the contrary, with respect to any given Notice Failure and/or Delivery Failure, this Section 5(e) shall not apply to the applicable Buyer the extent the Company has already paid such amounts in full to such Buyer with respect to such Notice Failure and/or Delivery Failure, as applicable, pursuant to the analogous sections of the Note or Warrant, as applicable, held by such Buyer.

Failure to Timely Deliver; Buy-In. If the Company fails to (i) issue and deliver credit (or cause to be deliveredcredited) to the Investor by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Investor that is free from all restrictive and other legends or (ii) credit the balance account of such InvestorBuyer’s or such InvestorBuyer’s nominee with DTC for such number of Conversion Shares Securities so required to be delivered to by the Company, then, in addition to all other remedies available to such InvestorBuyer, at the sole discretion of Buyer, the Company shall shall: (i) pay in cash to such Investor Buyer on each day Trading Day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 21% of the original principal amount product of such Investor’s Note. In addition (A) the number of Ordinary Shares not so delivered or credited (as the case may be) to the foregoing, if the Company fails to so properly deliver such unlegended certificates Buyer or so properly credit the balance account of such Investor’s or such InvestorBuyer’s nominee with DTC multiplied by (B) the Closing Sale Price of the Ordinary Shares on the Trading Day immediately preceding the Required Delivery Date, and ; or (ii) if on or after the Required Delivery Date such Investor Date, Buyer (or any other Person in respect, or on behalf, of such InvestorBuyer) purchases (in an open market transaction or otherwise) shares of Common Stock Ordinary Shares (“Replacement Shares”) to deliver in satisfaction of a sale by such Investor Buyer of all or any portion of the number of shares of Common StockOrdinary Shares, or a sale of a number of shares of Common Stock Ordinary Shares equal to all or any portion of the number of shares of Common StockOrdinary Shares, that such Investor Buyer so anticipated receiving from the Company without any restrictive legend, then, in addition to all other remedies available to such Investor, the Company shall, within three five (35) Trading Days after such InvestorBuyer’s request and in such InvestorBuyer’s sole discretion, either (ix) pay cash to such Investor Buyer in an amount equal to such InvestorBuyer’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if any) Replacement Shares (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such InvestorBuyer’s balance account shall terminate and such shares shall be cancelled, cancelled or (iiB) promptly honor its obligation to so deliver to such Investor a certificate or certificates or credit such InvestorBuyer’s DTC account representing such number of shares of Common Stock Ordinary Shares that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to such Investor Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A1) such number of shares of Conversion Ordinary Shares that the Company was required to deliver to such Investor Buyer by the Required Delivery Date multiplied by (B2) the lowest Closing Sale Price (as define in the Note) of the Common Stock Ordinary Shares on any Trading Day during the period commencing on the date of the delivery by such Investor to the Company of the applicable Conversion Buyer purchased Replacement Shares and ending on the date of such delivery and payment under this clause (ii).

Failure to Timely Deliver; Buy-In. If the Company fails fails, for any reason or for no reason, to (i) issue and deliver (or cause to be delivered) to the Investor a Buyer (or its designee) by the date by which such credit is so required to be made to the balance account of such Buyer’s or such Buyer’s designee with DTC or such certificate is required to be delivered to such Buyer pursuant to Section 5(b) (the “Required Delivery Date Date”), either (I) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, a certificate representing for the number of Conversion Shares to which such Buyer is entitled and register such Conversion Shares on the Company’s share register or, if the Transfer Agent is participating in the DTC Fast Automated Securities so delivered Transfer Program, to the Company by such Investor that is free from all restrictive and other legends or (ii) credit the balance account of such Investor’s Buyer or such InvestorBuyer’s nominee designee with DTC for such number of Conversion Shares or (II) if the Registration Statement covering the resale of the Conversion Shares (the “Unavailable Shares”) is not available for the resale of such Unavailable Shares and the Company fails to promptly, but in no event later than two (2) Business Days (x) so delivered notify such Buyer and (y) deliver the Conversion Shares electronically without any restrictive legend by crediting such aggregate number of Conversion Shares to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal At Custodian system (the Companyevent described in the immediately foregoing clause (II) is hereinafter referred as a “Notice Failure” and together with the event described in clause (I) above, a “Delivery Failure”), then, in addition to all other remedies available to such InvestorBuyer, the Company shall pay in cash to such Investor Buyer on each day after the Required date such Conversion Shares are actually delivered without restrictive legend to such Buyer or such Buyer’s designee with DTC, as applicable, the “Share Delivery Date that the issuance or credit of Date” and during such shares is not timely effected Delivery Failure an amount equal to 2% of the original principal amount product of (A) the sum of the number of shares of Common Stock not issued to such Investor’s NoteBuyer on or prior to the Required Delivery Date and to which such Buyer is entitled, and (B) any trading price of the Common Stock selected by such Buyer in writing as in effect at any time during the period beginning on the date of the delivery by such Buyer to the Company of the applicable Conversion Shares and ending on the applicable Share Delivery Date. In addition to the foregoing, if on or prior to the Required Delivery Date either (I) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, the Company fails shall fail to so properly issue and deliver a certificate to a Buyer and register such unlegended certificates or so properly shares of Common Stock on the Company’s share register or, if the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, credit the balance account of such Investor’s Buyer or such InvestorBuyer’s nominee designee with DTC by for the Required Delivery Datenumber of shares of Common Stock to which such Buyer is entitled or (II) a Notice Failure occurs, and if on or after the Required Delivery Date such Investor (or any other Person in respect, or on behalf, of Trading Day such Investor) Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Investor of all or any portion of the number of shares of Common Stock, or a sale of a number Buyer of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, that such Investor so anticipated receiving Buyer is entitled to receive from the Company without any restrictive legend(a “Buy-In”), then, in addition to all other remedies available to such Investor, then the Company shall, within three two (32) Trading Days after such InvestorBuyer’s request and in such InvestorBuyer’s sole discretion, either (i) pay cash to such Investor Buyer in an amount equal to such InvestorBuyer’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) , for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if anypurchased) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such InvestorBuyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Investor Buyer a certificate or certificates or credit the balance account of such InvestorBuyer or such Buyer’s designee with DTC account representing such number of shares of Common Stock that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to such Investor Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares that the Company was required to deliver to such Investor Buyer by the Required Delivery Date multiplied by (B) the lowest Closing Sale Price (as define in the Note) closing sale price of the Common Stock on any Trading Day during the period commencing on the date of the delivery by such Investor Buyer to the Company of the applicable Conversion Shares and ending on the date of such delivery and payment under this clause (ii). Nothing shall limit such Bxxxx’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) as required pursuant to the terms hereof. Notwithstanding anything herein to the contrary, with respect to any given Notice Failure and/or Delivery Failure, this Section 5(e) shall not apply to the applicable Buyer the extent the Company has already paid such amounts in full to such Buyer with respect to such Notice Failure and/or Delivery Failure, as applicable, pursuant to the analogous sections of the Certificate of Designations, as applicable, with respect to the Preferred Shares, as applicable, then held by such Buyer.

Failure to Timely Deliver; Buy-In. If the Company fails to (i) fail, for any reason or for no reason, to issue and deliver (or cause to be delivered) to the Investor a Buyer (or its designee) by the Required Delivery Date Date, either (I) if the Transfer Agent is not participating in FAST, a certificate representing for the Securities so delivered number of Conversion Shares or Warrant Shares (as the case may be) to which such Buyer is entitled and register such Conversion Shares or Warrant Shares (as the Company by such Investor that case may be) on the Company’s share register or, if the Transfer Agent is free from all restrictive and other legends or (ii) participating in FAST, to credit the balance account of such Investor’s Buyer or such InvestorBuyer’s nominee designee with DTC for such number of Conversion Shares so delivered or Warrant Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above or (II) if the Registration Statement covering the resale of the Conversion Shares or Warrant Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above (the “Unavailable Shares”) is not available for the resale of such Unavailable Shares and the Company fails to promptly, but in no event later than as required pursuant to the CompanyRegistration Rights Agreement (x) so notify such Buyer and (y) deliver the Conversion Shares or Warrant Shares, as applicable, electronically without any restrictive legend by crediting such aggregate number of Conversion Shares or Warrant Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred as a “Notice Failure” and together with the event described in clause (I) above, a “Delivery Failure”), then, in addition to all other remedies available to such InvestorBuyer, the Company shall pay in cash to such Investor Buyer on each day after the Required Share Delivery Date that the issuance or credit of and during such shares is not timely effected Delivery Failure an amount equal to 2% of the original principal amount product of (A) the sum of the number of shares of Common Stock not issued to such Investor’s NoteBuyer on or prior to the Required Delivery Date and to which such Buyer is entitled, and (B) any trading price of the Common Stock selected by such Buyer in writing as in effect at any time during the period beginning on the date of the delivery by such Buyer to the Company of the applicable Conversion Shares or Warrant Shares (as the case may be) and ending on the applicable Share Delivery Date. In addition to the foregoing, if on or prior to the Required Delivery Date either (I) if the Transfer Agent is not participating in FAST, the Company fails shall fail to so properly issue and deliver a certificate to a Buyer and register such unlegended certificates or so properly shares of Common Stock on the Company’s share register or, if the Transfer Agent is participating in FAST, credit the balance account of such Investor’s Buyer or such InvestorBuyer’s nominee designee with DTC for the number of shares of Common Stock to which such Buyer submitted for legend removal by the Required Delivery Datesuch Buyer pursuant to Section 5(d) above (ii) below or (II) a Notice Failure occurs, and if on or after the Required Delivery Date such Investor (or any other Person in respect, or on behalf, of Trading Day such Investor) Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Investor of all or any portion of the number of shares of Common Stock, or a sale of a number Buyer of shares of Common Stock equal submitted for legend removal by such Buyer pursuant to all or any portion of the number of shares of Common Stock, Section 5(d) above that such Investor so anticipated receiving Buyer is entitled to receive from the Company without any restrictive legend(a “Buy-In”), then, in addition to all other remedies available to such Investor, then the Company shall, within three two (32) Trading Days after such InvestorBuyer’s request and in such InvestorBuyer’s sole discretion, either (i) pay cash to such Investor Buyer in an amount equal to such InvestorBuyer’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) , for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if anypurchased) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such InvestorBuyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Investor Buyer a certificate or certificates or credit the balance account of such InvestorBuyer or such Buyer’s designee with DTC account representing such number of shares of Common Stock that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to such Investor Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Investor Buyer by the Required Delivery Date multiplied by (B) the lowest Closing Sale Price (as define defined in the NoteWarrants) of the Common Stock on any Trading Day during the period commencing on the date of the delivery by such Investor Buyer to the Company of the applicable Conversion Shares or Warrant Shares (as the case may be) and ending on the date of such delivery and payment under this clause (ii). Nothing shall limit such Bxxxx’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) as required pursuant to the terms hereof. Notwithstanding anything herein to the contrary, with respect to any given Notice Failure and/or Delivery Failure, this Section 5(e) shall not apply to the applicable Buyer the extent the Company has already paid such amounts in full to such Buyer with respect to such Notice Failure and/or Delivery Failure, as applicable, pursuant to the analogous sections of the Note or Warrant, as applicable, held by such Buyer.

Failure to Timely Deliver; Buy-In. If the Company fails to (i) issue and deliver (or cause to be delivered) to the Investor a Buyer by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Investor Buyer that is free from all restrictive and other legends or (ii) credit the balance account of such InvestorBuyer’s or such InvestorBuyer’s nominee with DTC for such number of Conversion shares of Common Shares or Warrant Shares so delivered to the Company, then, in addition to all other remedies available to such Investor, the Company shall pay in cash to such Investor on each day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 2% of the original principal amount of such Investor’s Note. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such Investor’s or such Investor’s nominee with DTC by the Required Delivery Date, and if on or after the Required Delivery Date such Investor (or any other Person in respect, or on behalf, of such Investor) Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Investor of all or any portion of the number of shares of Common Stock, or a sale of a number Buyer of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, that such Investor so Buyer anticipated receiving from the Company without any restrictive legend, then, in addition to all other remedies available to such InvestorBuyer, the Company shall, within three (3) Trading Days after such InvestorBuyer’s request and in such InvestorBuyer’s sole discretion, either (i) pay cash to such Investor Buyer in an amount equal to such InvestorBuyer’s total purchase price (including brokerage commissions and other out-of-pocket expensescommissions, if any) for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if any) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such InvestorBuyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Investor Buyer a certificate or certificates or credit such InvestorBuyer’s DTC account representing such number of shares of Common Stock that would have been so delivered issued if the Company timely complied with its obligations hereunder and pay cash to such Investor Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Common Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Investor Buyer by the Required Delivery Date multiplied by times (B) the lowest Closing Sale Price (as define in the Note) of the Common Stock on any the Trading Day during immediately preceding the period commencing on the date of the delivery by such Investor to the Company of the applicable Conversion Shares and ending on the date of such delivery and payment under this clause (ii)Required Delivery Date.

Failure to Timely Deliver; Buy-In. If the Company fails fails, for any reason or for no reason, to (i) issue and deliver (or cause to be delivered) to the Investor a Buyer (or its designee) by the Required Delivery Date Date, either (I) if the Transfer Agent is not participating in FAST, a certificate representing for the Securities so delivered number of Conversion Shares or Warrant Shares (as the case may be) to which such Buyer is entitled and register such Conversion Shares or Warrant Shares (as the Company by such Investor that case may be) on the Company’s share register or, if the Transfer Agent is free from all restrictive and other legends or (ii) participating in FAST, to credit the balance account of such Investor’s Buyer or such InvestorBuyer’s nominee designee with DTC for such number of Conversion Shares so delivered or Warrant Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above or (II) if the Registration Statement covering the resale of the Conversion Shares or Warrant Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above (the “Unavailable Shares”) is not available for the resale of such Unavailable Shares and the Company fails to promptly, but in no event later than as required pursuant to the CompanyRegistration Rights Agreement (x) so notify such Buyer and (y) deliver the Conversion Shares or Warrant Shares, as applicable, electronically without any restrictive legend by crediting such aggregate number of Conversion Shares or Warrant Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred as a “Notice Failure” and together with the event described in clause (I) above, a “Delivery Failure”), then, in addition to all other remedies available to such InvestorBuyer, the Company shall pay in cash to such Investor Buyer on each day after the Required Share Delivery Date that the issuance or credit of and during such shares is not timely effected Delivery Failure an amount equal to 2% of the original principal amount product of (A) the sum of the number of shares of Common Stock not issued to such Investor’s NoteBuyer on or prior to the Required Delivery Date and to which such Buyer is entitled, and (B) any trading price of the Common Stock selected by such Buyer in writing as in effect at any time during the period beginning on the date of the delivery by such Buyer to the Company of the applicable Conversion Shares or Warrant Shares (as the case may be) and ending on the applicable Share Delivery Date. In addition to the foregoing, if on or prior to the Required Delivery Date either (I) if the Transfer Agent is not participating in FAST, the Company fails shall fail to so properly issue and deliver a certificate to a Buyer and register such unlegended certificates or so properly shares of Common Stock on the Company’s share register or, if the Transfer Agent is participating in FAST, credit the balance account of such Investor’s Buyer or such InvestorBuyer’s nominee designee with DTC for the number of shares of Common Stock to which such Buyer submitted for legend removal by the Required Delivery Datesuch Buyer pursuant to Section 5(d) above (ii) below or (II) a Notice Failure occurs, and if on or after the Required Delivery Date such Investor (or any other Person in respect, or on behalf, of Trading Day such Investor) purchases Buyer acquires (in an open market transaction transaction, stock loan or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Investor of all or any portion of the number of shares of Common Stock, or a sale of a number Buyer of shares of Common Stock equal submitted for legend removal by such Buyer pursuant to all or any portion of the number of shares of Common Stock, Section 5(d) above that such Investor so anticipated receiving Buyer is entitled to receive from the Company without any restrictive legend(a “Buy-In”), then, in addition to all other remedies available to such Investor, then the Company shall, within three two (32) Trading Days after such InvestorBuyer’s request and in such InvestorBuyer’s sole discretion, either (i) pay cash to such Investor Buyer in an amount equal to such InvestorBuyer’s total purchase price (including brokerage commissions commissions, stock loan costs and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased acquired (including brokerage commissions and including, without limitation, by any other out-of-pocket expensesPerson in respect, if anyor on behalf, of such Buyer) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such InvestorBuyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Investor Buyer a certificate or certificates or credit the balance account of such InvestorBuyer or such Buyer’s designee with DTC account representing such number of shares of Common Stock that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to such Investor Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Investor Buyer by the Required Delivery Date multiplied by (B) the lowest Closing Sale Price (as define defined in the NoteWarrants) of the Common Stock on any Trading Day during the period commencing on the date of the delivery by such Investor Buyer to the Company of the applicable Conversion Shares or Warrant Shares (as the case may be) and ending on the date of such delivery and payment under this clause (ii). Nothing shall limit such Xxxxx’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) as required pursuant to the terms hereof. Notwithstanding anything herein to the contrary, with respect to any given Notice Failure and/or Delivery Failure, this Section 5(e) shall not apply to the applicable Buyer the extent the Company has already paid such amounts in full to such Buyer with respect to such Notice Failure and/or Delivery Failure, as applicable, pursuant to the analogous sections of the Note or Warrant, as applicable, held by such Buyer.

Failure to Timely Deliver; Buy-In. If the Company fails fails, for any reason or for no reason, to (i) issue and deliver (or cause to be delivered) to the Investor a Buyer (or its designee) by the Required Delivery Date Date, either (I) if the Transfer Agent is not participating in FAST, a certificate representing for the Securities so delivered number of Conversion Shares or Warrant Shares (as the case may be) to which such Buyer is entitled and register such Conversion Shares or Warrant Shares (as the Company by such Investor that case may be) on the Company’s share register or, if the Transfer Agent is free from all restrictive and other legends or (ii) participating in FAST, to credit the balance account of such Investor’s Buyer or such InvestorBuyer’s nominee designee with DTC for such number of Conversion Shares so delivered or Warrant Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above or (II) if the Registration Statement covering the resale of the Conversion Shares or Warrant Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above (the “Unavailable Shares”) is not available for the resale of such Unavailable Shares and the Company fails to promptly, but in no event later than as required pursuant to the CompanyRegistration Rights Agreement (x) so notify such Buyer and (y) deliver the Conversion Shares or Warrant Shares, as applicable, electronically without any restrictive legend by crediting such aggregate number of Conversion Shares or Warrant Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred as a “Notice Failure” and together with the event described in clause (I) above, a “Delivery Failure”), then, in addition to all other remedies available to such InvestorBuyer, the Company shall pay in cash to such Investor Buyer on each day after the Required Share Delivery Date that the issuance or credit of and during such shares is not timely effected Delivery Failure an amount equal to 2% of the original principal amount product of (A) the sum of the number of shares of Common Stock not issued to such Investor’s NoteBuyer on or prior to the Required Delivery Date and to which such Buyer is entitled, and (B) any trading price of the Common Stock selected by such Buyer in writing as in effect at any time during the period beginning on the date of the delivery by such Buyer to the Company of the applicable Conversion Shares or Warrant Shares (as the case may be) and ending on the applicable Share Delivery Date. In addition to the foregoing, if on or prior to the Required Delivery Date either (I) if the Transfer Agent is not participating in FAST, the Company fails shall fail to so properly issue and deliver a certificate to a Buyer and register such unlegended certificates or so properly shares of Common Stock on the Company’s share register or, if the Transfer Agent is participating in FAST, credit the balance account of such Investor’s Buyer or such InvestorBuyer’s nominee designee with DTC for the number of shares of Common Stock to which such Buyer submitted for legend removal by the Required Delivery Datesuch Buyer pursuant to Section 5(d) above (ii) below or (II) a Notice Failure occurs, and if on or after the Required Delivery Date such Investor (or any other Person in respect, or on behalf, of Trading Day such Investor) purchases Buyer acquires (in an open market transaction transaction, stock loan or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Investor of all or any portion of the number of shares of Common Stock, or a sale of a number Buyer of shares of Common Stock equal submitted for legend removal by such Buyer pursuant to all or any portion of the number of shares of Common Stock, Section 5(d) above that such Investor so anticipated receiving Buyer is entitled to receive from the Company without any restrictive legend(a “Buy-In”), then, in addition to all other remedies available to such Investor, then the Company shall, within three two (32) Trading Days after such InvestorBuyer’s request and in such InvestorBuyer’s sole discretion, either (i) pay cash to such Investor Buyer in an amount equal to such InvestorBuyer’s total purchase price (including brokerage commissions commissions, stock loan costs and other out-of-pocket expenses, if any) , for the shares of Common Stock so purchased acquired (including brokerage commissions and including, without limitation, by any other out-of-pocket expensesPerson in respect, if anyor on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such InvestorBuyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Investor Buyer a certificate or certificates or credit the balance account of such InvestorBuyer or such Buyer’s designee with DTC account representing such number of shares of Common Stock that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to such Investor Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Investor Buyer by the Required Delivery Date multiplied by (B) the lowest Closing Sale Price (as define defined in the NoteWarrants) of the Common Stock on any Trading Day during the period commencing on the date of the delivery by such Investor Buyer to the Company of the applicable Conversion Shares or Warrant Shares (as the case may be) and ending on the date of such delivery and payment under this clause (ii). Nothing shall limit such Bxxxx’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) as required pursuant to the terms hereof. Notwithstanding anything herein to the contrary, with respect to any given Notice Failure and/or Delivery Failure, this Section 5(e) shall not apply to the applicable Buyer the extent the Company has already paid such amounts in full to such Buyer with respect to such Notice Failure and/or Delivery Failure, as applicable, pursuant to the analogous sections of the Note or Warrant, as applicable, held by such Buyer.

Failure to Timely Deliver; Buy-In. If the Company fails to, for any reason or for no reason, to (i) issue and deliver (or cause to be delivered) to the Investor a Buyer (or its designee) by the Required Delivery Date Date, either (I) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, a certificate representing for the number of Conversion Shares to which such Buyer is entitled and register such Conversion Shares on the Company’s share register or, if the Transfer Agent is participating in the DTC Fast Automated Securities so delivered Transfer Program, to the Company by such Investor that is free from all restrictive and other legends or (ii) credit the balance account of such Investor’s Buyer or such InvestorBuyer’s nominee designee with DTC for such number of Conversion Shares submitted for legend removal by such Buyer pursuant to Section 5(d) above or (II) if after the Applicable Date a Current Public Information Failure occurs and the Company fails to promptly (x) so delivered notify such Buyer and (y) deliver the Conversion Shares electronically without any restrictive legend by crediting such aggregate number of Conversion Shares submitted for legend removal by such Buyer pursuant to Section 5(d) above to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal At Custodian system (the Companyevent described in the immediately foregoing clause (II) is hereinafter referred as a “Notice Failure” and together with the event described in clause (I) above, a “Delivery Failure”), then, in addition to all other remedies available to such InvestorBuyer, the Company shall pay in cash to such Investor Buyer on each day after the Required Share Delivery Date that the issuance or credit of and during such shares is not timely effected Delivery Failure an amount equal to 2% of the original principal amount product of (A) the sum of the number of shares of Common Stock not issued to such Investor’s NoteBuyer on or prior to the Required Delivery Date and to which such Buyer is entitled, and (B) any trading price of the Common Stock selected by such Buyer in writing as in effect at any time during the period beginning on the date of the delivery by such Buyer to the Company of the applicable Conversion Shares and ending on the applicable Share Delivery Date. In addition to the foregoing, if on or prior to the Required Delivery Date either (I) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, the Company fails shall fail to so properly issue and deliver a certificate to a Buyer and register such unlegended certificates or so properly shares of Common Stock on the Company’s share register or, if the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, credit the balance account of such Investor’s Buyer or such InvestorBuyer’s nominee designee with DTC for the number of shares of Common Stock to which such Buyer submitted for legend removal by the Required Delivery Datesuch Buyer pursuant to Section 5(d) above (ii) below or (II) a Notice Failure occurs, and if on or after the Required Delivery Date such Investor (or any other Person in respect, or on behalf, of Trading Day such Investor) Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Investor of all or any portion of the number of shares of Common Stock, or a sale of a number Buyer of shares of Common Stock equal submitted for legend removal by such Buyer pursuant to all or any portion of the number of shares of Common Stock, Section 5(d) above that such Investor so anticipated receiving Buyer is entitled to receive from the Company without any restrictive legend(a “Buy-In”), then, in addition to all other remedies available to such Investor, then the Company shall, within three (3) Trading Days after such InvestorBuyer’s request and in such InvestorBuyer’s sole discretion, either (i) pay cash to such Investor Buyer in an amount equal to such InvestorBuyer’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) , for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if anypurchased) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such InvestorBuyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Investor Buyer a certificate or certificates or credit the balance account of such InvestorBuyer or such Buyer’s designee with DTC account representing such number of shares of Common Stock that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to such Investor Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares that the Company was required to deliver to such Investor Buyer by the Required Delivery Date multiplied by (B) the lowest Closing Sale Price (as define defined in the NoteNotes) of the Common Stock on any Trading Day during the period commencing on the date of the delivery by such Investor Buyer to the Company of the applicable Conversion Shares and ending on the date of such delivery and payment under this clause (ii). Nothing shall limit such Buyer’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) as required pursuant to the terms hereof. Notwithstanding anything herein to the contrary, with respect to any given Notice Failure and/or Delivery Failure, this Section 5(e) shall not apply to the applicable Buyer the extent the Company has already paid such amounts in full to such Buyer with respect to such Notice Failure and/or Delivery Failure, as applicable, pursuant to the analogous sections of the Note held by such Buyer.

Failure to Timely Deliver; Buy-In. If the Company fails to (i) fail, for any reason or for no reason, to issue and deliver (or cause to be delivered) to the Investor a Buyer (or its designee) by the Required Delivery Date Date, either (I) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, a certificate representing for the number of Conversion Shares to which such Buyer is entitled and register such Conversion Shares on the Company’s share register or, if the Transfer Agent is participating in the DTC Fast Automated Securities so delivered Transfer Program, to the Company by such Investor that is free from all restrictive and other legends or (ii) credit the balance account of such Investor’s Buyer or such InvestorBuyer’s nominee designee with DTC for such number of Conversion Shares so delivered submitted for legend removal by such Buyer pursuant to Section 5(d) above or (II) if the Registration Statement covering the resale of the Conversion Shares submitted for legend removal by such Buyer pursuant to Section 5(d) above (the “Unavailable Shares”) is not available for the resale of such Unavailable Shares and the Company fails to promptly, but in no event later than as required pursuant to the CompanyRegistration Rights Agreement (x) so notify such Buyer and (y) deliver the Conversion Shares electronically without any restrictive legend by crediting such aggregate number of Conversion Shares submitted for legend removal by such Buyer pursuant to Section 5(d) above to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred as a “Notice Failure” and together with the event described in clause (I) above, a “Delivery Failure”), then, in addition to all other remedies available to such InvestorBuyer, the Company shall pay in cash to such Investor Buyer on each day after the Required Share Delivery Date that the issuance or credit of and during such shares is not timely effected Delivery Failure an amount equal to 2% of the original principal amount product of (A) the sum of the number of shares of Common Stock not issued to such Investor’s NoteBuyer on or prior to the Required Delivery Date and to which such Buyer is entitled, and (B) any trading price of the Common Stock selected by such Buyer in writing as in effect at any time during the period beginning on the date of the delivery by such Buyer to the Company of the applicable Conversion Shares and ending on the applicable Share Delivery Date. In addition to the foregoing, if on or prior to the Required Delivery Date either (I) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, the Company fails shall fail to so properly issue and deliver a certificate to a Buyer and register such unlegended certificates or so properly shares of Common Stock on the Company's share register or, if the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, credit the balance account of such Investor’s Buyer or such InvestorBuyer’s nominee designee with DTC for the number of shares of Common Stock to which such Buyer submitted for legend removal by the Required Delivery Datesuch Buyer pursuant to Section 5(d) above (ii) below or (II) a Notice Failure occurs, and if on or after the Required Delivery Date such Investor (or any other Person in respect, or on behalf, of Trading Day such Investor) Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Investor of all or any portion of the number of shares of Common Stock, or a sale of a number Buyer of shares of Common Stock equal submitted for legend removal by such Buyer pursuant to all or any portion of the number of shares of Common Stock, Section 5(d) above that such Investor so anticipated receiving Buyer is entitled to receive from the Company without any restrictive legend(a “Buy-In”), then, in addition to all other remedies available to such Investor, then the Company shall, within three (3) Trading Days after such InvestorBuyer’s request and in such InvestorBuyer’s sole discretion, either (i) pay cash to such Investor Buyer in an amount equal to such InvestorBuyer’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) , for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if anypurchased) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such InvestorBuyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Investor Buyer a certificate or certificates or credit the balance account of such InvestorBuyer or such Buyer’s designee with DTC account representing such number of shares of Common Stock that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to such Investor Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares that the Company was required to deliver to such Investor Buyer by the Required Delivery Date multiplied by (B) the lowest Closing Sale Price (as define defined in the NoteNotes) of the Common Stock on any Trading Day during the period commencing on the date of the delivery by such Investor Buyer to the Company of the applicable Conversion Shares and ending on the date of such delivery and payment under this clause (ii). Nothing shall limit such Buyer’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) as required pursuant to the terms hereof. Notwithstanding anything herein to the contrary, with respect to any given Notice Failure and/or Delivery Failure, this Section 5(e) shall not apply to the applicable Buyer the extent the Company has already paid such amounts in full to such Buyer with respect to such Notice Failure and/or Delivery Failure, as applicable, pursuant to the analogous sections of the Note held by such Buyer.

Failure to Timely Deliver; Buy-In. If the Company fails to (i) fail, for any reason or for no reason, to issue and deliver (or cause to be delivered) to the Investor a Buyer (or its designee) by the Required Delivery Date Date, either (I) if the Transfer Agent is not participating in FAST, a certificate representing for the Securities so delivered number of Commitment Shares or Warrant Shares (as the case may be) to which such Buyer is entitled and register such Commitment Shares or Warrant Shares (as the Company by such Investor that case may be) on the Company’s share register or, if the Transfer Agent is free from all restrictive and other legends or (ii) participating in FAST, to credit the balance account of such Investor’s Buyer or such InvestorBuyer’s nominee designee with DTC for such number of Conversion Commitment Shares so delivered or Warrant Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above or (II) if the Registration Statement covering the resale of the Commitment Shares or Warrant Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above (the “Unavailable Shares”) is not available for the resale of such Unavailable Shares and the Company fails to promptly, but in no event later than as required pursuant to the CompanyRegistration Rights Agreement (x) so notify such Buyer and (y) deliver the Commitment Shares or Warrant Shares, as applicable, electronically without any restrictive legend by crediting such aggregate number of Commitment Shares or Warrant Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred as a “Notice Failure” and together with the event described in clause (I) above, a “Delivery Failure”), then, in addition to all other remedies available to such InvestorBuyer, the Company shall pay in cash to such Investor Buyer on each day after the Required Share Delivery Date that the issuance or credit of and during such shares is not timely effected Delivery Failure an amount equal to 21% of the original principal amount product of (A) the sum of the number of shares of Common Stock not issued to such Investor’s NoteBuyer on or prior to the Required Delivery Date and to which such Buyer is entitled, and (B) any trading price of the Common Stock selected by such Buyer in writing as in effect at any time during the period beginning on the date of the delivery by such Buyer to the Company of the applicable Commitment Shares or Warrant Shares (as the case may be) and ending on the applicable Share Delivery Date. In addition to the foregoing, if on or prior to the Required Delivery Date either (I) if the Transfer Agent is not participating in FAST, the Company fails shall fail to so properly issue and deliver a certificate to a Buyer and register such unlegended certificates or so properly shares of Common Stock on the Company’s share register or, if the Transfer Agent is participating in FAST, credit the balance account of such Investor’s Buyer or such InvestorBuyer’s nominee designee with DTC for the number of shares of Common Stock to which such Buyer submitted for legend removal by the Required Delivery Datesuch Buyer pursuant to Section 5(d) above (ii) below or (II) a Notice Failure occurs, and if on or after the Required Delivery Date such Investor (or any other Person in respect, or on behalf, of Trading Day such Investor) purchases Buyer acquires (in an open market transaction transaction, stock loan or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Investor of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal corresponding to all or any portion of the number of shares of Common Stock, Stock issuable upon such exercise that such Investor so anticipated receiving Buyer is entitled to receive from the Company without any restrictive legendand has not received from the Company in connection with such Delivery Failure or Notice Failure, thenas applicable (a “Buy-In”), in addition to all other remedies available to such Investor, then the Company shall, within three two (32) Trading Days after such InvestorBuyer’s request and in such InvestorBuyer’s sole discretion, either (i) pay cash to such Investor Buyer in an amount equal to such InvestorBuyer’s total purchase price (including brokerage commissions commissions, stock loan costs and other out-of-pocket expenses, if any) , for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if anyacquired) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such InvestorBuyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Investor Buyer a certificate or certificates or credit the balance account of such InvestorBuyer or such Buyer’s designee with DTC account representing such number of shares of Common Stock that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to such Investor Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Commitment Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Investor Buyer by the Required Delivery Date multiplied by (B) the lowest Closing Sale Price (as define defined in the NoteWarrants) of the Common Stock on any Trading Day during the period commencing on the date of the delivery by such Investor Buyer to the Company of the applicable Conversion Commitment Shares or Warrant Shares (as the case may be) and ending on the date of such delivery and payment under this clause (ii). Nothing shall limit such Xxxxx’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) as required pursuant to the terms hereof. Notwithstanding anything herein to the contrary, with respect to any given Notice Failure and/or Delivery Failure, this Section 5(e) shall not apply to the applicable Buyer the extent the Company has already paid such amounts in full to such Buyer with respect to such Notice Failure and/or Delivery Failure, as applicable, pursuant to the analogous sections of the Note or Warrant, as applicable, held by such Buyer.

Failure to Timely Deliver; Buy-In. If the Company fails shall fail, for any reason or for no reason, to either (iI) issue and deliver to Buyer (or cause to be deliveredits designee) to the Investor by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Investor Buyer that is free from all restrictive and other legends and registered on the Company’s share register (if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program) or (ii) to credit the balance account of such Investor’s Buyer or such InvestorBuyer’s nominee designee with DTC for such number of Conversion Shares or Warrant Shares, as applicable, so delivered to the CompanyCompany (if the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program) or (II) if a Registration Statement covering the resale of for such number of Conversion Shares or Warrant Shares, as applicable, so delivered to the Company (the “Unavailable Shares”) is not available for the resale of such Unavailable Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) so notify such Buyer and (y) deliver the Conversion Shares or Warrant Shares, as applicable, electronically without any restrictive legend by crediting such aggregate number of Conversion Shares or Warrant Shares, as applicable, to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred as a “Notice Failure” and together with the event described in clause (I) above, a “Delivery Failure”), then, in addition to all other remedies available to such InvestorBuyer, the Company shall pay in cash to such Investor Buyer on each day after the Required Share Delivery Date that the issuance or credit of Deadline and during such shares is not timely effected Delivery Failure an amount equal to two percent (2% %) of the original principal amount product of (A) the sum of the number of shares of Common Stock not issued to Buyer on or prior to the Share Delivery Deadline and to which Buyer is entitled, and (B) the average trading price of the Common Stock in effect at any time during the period beginning on the date Buyer delivered such Investor’s NoteConversion Shares or Warrant Shares, as applicable, to the Company for legend removal and ending on the applicable Share Delivery Deadline. In addition to the foregoing, if on or prior to the Company fails to so properly deliver such unlegended certificates Share Delivery Deadline either a Delivery Failure or so properly credit the balance account of such Investor’s or such Investor’s nominee with DTC by the Required Delivery Datea Notice Failure occurs, and if on or after the Required Delivery Date such Investor (or any other Person in respect, or on behalf, of such Investor) Trading Day Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Investor of all or any portion of the number of shares of Common Stock, or a sale of a number Buyer of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, issuable upon such exercise that such Investor so Buyer anticipated receiving from the Company without any restrictive legend(a “Buy-In”), then, in addition to all other remedies available to such Investor, then the Company shall, within three (3) Trading Days after such InvestorBuyer’s request and in such InvestorBuyer’s sole discretion, either (i) pay cash to such Investor Buyer in an amount equal to such InvestorBuyer’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if anypurchased) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such InvestorBuyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Investor Buyer a certificate or certificates or credit such InvestorBuyer’s DTC account representing such number of shares of Common Stock that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to such Investor Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Investor Buyer by the Required Share Delivery Date Deadline, multiplied by (B) the lowest Closing Sale Price (as define defined in the NoteWarrants) of the Common Stock on any Trading Day during the period commencing on the date of the delivery by such Investor Buyer to the Company of the applicable Conversion Shares or Warrant Shares (as the case may be) and ending on the date of such delivery and payment under this clause (ii). Nothing shall limit Buyer’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) as required pursuant to the terms hereof. Notwithstanding anything herein to the contrary, with respect to any given Notice Failure and/or Delivery Failure, this Section 5(e) shall not apply to Buyer to the extent the Company has already paid such amounts in full to Buyer with respect to such Notice Failure and/or Delivery Failure, as applicable, pursuant to the analogous sections of the Note or Warrant, as applicable, held by Buyer.

Failure to Timely Deliver; Buy-In. If At any time on or after the Public Company Date, if the Company fails to (i) fail, for any reason or for no reason, to issue and deliver (or cause to be delivered) to the Investor a Buyer (or its designee) by the Required Delivery Date Date, either (I) if the Company’s transfer agent (the “Transfer Agent”) is not participating in the DTC Fast Automated Securities Transfer Program, a certificate representing for the number of Commitment Shares or Warrant Shares (as the case may be) to which such Buyer is entitled and register such Commitment Shares or Warrant Shares (as the case may be) on the Company’s share register or, if the Transfer Agent is participating in the DTC Fast Automated Securities so delivered Transfer Program, to the Company by such Investor that is free from all restrictive and other legends or (ii) credit the balance account of such Investor’s Buyer or such InvestorBuyer’s nominee designee with DTC for such number of Conversion Commitment Shares so delivered or Warrant Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(c) above or (II) if the Registration Statement covering the resale of the Commitment Shares or Warrant Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(c) above (the “Unavailable Shares”) is not available for the resale of such Unavailable Shares and the Company fails to promptly, but in no event later than as required pursuant to the CompanyRegistration Rights Agreement (x) so notify such Buyer and (y) deliver the Commitment Shares or Warrant Shares, as applicable, electronically without any restrictive legend by crediting such aggregate number of Commitment Shares or Warrant Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(c) above to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred as a “Notice Failure” and together with the event described in clause (I) above, a “Delivery Failure”), then, in addition to all other remedies available to such InvestorBuyer, the Company shall pay in cash to such Investor Buyer on each day after the Required Share Delivery Date that the issuance or credit of and during such shares is not timely effected Delivery Failure an amount equal to 2% of the original principal amount product of (A) the sum of the number of shares of Common Stock not issued to such Investor’s NoteBuyer on or prior to the Required Delivery Date and to which such Buyer is entitled, and (B) any trading price of the Common Stock selected by such Buyer in writing as in effect at any time during the period beginning on the date of the delivery by such Buyer to the Company of the applicable Commitment Shares or Warrant Shares (as the case may be) and ending on the applicable Share Delivery Date. In addition to the foregoing, if on or prior to the Required Delivery Date either (I) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, the Company fails shall fail to so properly issue and deliver a certificate to a Buyer and register such unlegended certificates or so properly shares of Common Stock on the Company’s share register or, if the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, credit the balance account of such Investor’s Buyer or such InvestorBuyer’s nominee designee with DTC for the number of shares of Common Stock to which such Buyer submitted for legend removal by the Required Delivery Datesuch Buyer pursuant to Section 5(c) above (ii) below or (II) a Notice Failure occurs, and if on or after the Required Delivery Date such Investor (or any other Person in respect, or on behalf, of Trading Day such Investor) Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Investor of all or any portion of the number of shares of Common Stock, or a sale of a number Buyer of shares of Common Stock equal submitted for legend removal by such Buyer pursuant to all or any portion of the number of shares of Common Stock, Section 5(c) above that such Investor so anticipated receiving Buyer is entitled to receive from the Company without any restrictive legend(a “Buy-In”), then, in addition to all other remedies available to such Investor, then the Company shall, within three two (32) Trading Days after such InvestorBuyer’s request and in such InvestorBuyer’s sole discretion, either (i) pay cash to such Investor Buyer in an amount equal to such InvestorBuyer’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) , for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if anypurchased) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such InvestorBuyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Investor Buyer a certificate or certificates or credit the balance account of such InvestorBuyer or such Buyer’s designee with DTC account representing such number of shares of Common Stock that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to such Investor Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Commitment Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Investor Buyer by the Required Delivery Date multiplied by (B) the lowest Closing Sale Price (as define defined in the NoteWarrants) of the Common Stock on any Trading Day during the period commencing on the date of the delivery by such Investor Buyer to the Company of the applicable Conversion Commitment Shares or Warrant Shares (as the case may be) and ending on the date of such delivery and payment under this clause (ii). Nothing shall limit such Buyer’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) as required pursuant to the terms hereof. Notwithstanding anything herein to the contrary, with respect to any given Notice Failure and/or Delivery Failure, this Section 5(d) shall not apply to the applicable Buyer the extent the Company has already paid such amounts in full to such Buyer with respect to such Notice Failure and/or Delivery Failure, as applicable, pursuant to the analogous sections of the Note or Warrant, as applicable, held by such Buyer.

Failure to Timely Deliver; Buy-In. If the Company fails to (i) issue and deliver (or cause to be delivered) to the Investor by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such the Investor that is free from all restrictive and other legends or (ii) credit the balance account of such the Investor’s or such the Investor’s nominee with DTC for such number of Conversion Shares or Warrant Shares so delivered to the Company, then, in addition to all other remedies available to such the Investor, the Company shall pay in cash to such the Investor on each day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 2% one percent (1.0%) of the original principal amount of such Investor’s the Note. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such the Investor’s or such the Investor’s nominee with DTC by the Required Delivery Date, and if on or after the Required Delivery Date such the Investor (or any other Person in respect, or on behalf, of such the Investor) purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such the Investor of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, that such the Investor so anticipated receiving from the Company without any restrictive legend, then, in addition to all other remedies available to such the Investor, the Company shall, within three (3) Trading Days after such the Investor’s request and in such the Investor’s sole discretion, either (i) pay cash to such the Investor in an amount equal to such the Investor’s total purchase price (including brokerage commissions and other out-of-pocket expensesexpenses actually incurred by the Investor, if any) for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expensesexpenses actually incurred by the Investor, if any) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such the Investor’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such the Investor a certificate or certificates or credit such the Investor’s DTC account representing such number of shares of Common Stock that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to such the Investor in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such the Investor by the Required Delivery Date multiplied by (B) the lowest Closing Sale Price (as define defined in the Note) of the Common Stock on any Trading Day during the period commencing on the date of the delivery by such the Investor to the Company of the applicable Conversion Shares or Warrant Shares (as the case may be) and ending on the date of such delivery and payment under this clause (ii).

Failure to Timely Deliver; Buy-In. If the Company fails to, for any reason or for no reason, to (i) issue and deliver (or cause to be delivered) to the Investor a Buyer (or its designee) by the Required Delivery Date Date, if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, a certificate representing for the number of Conversion Shares to which such Buyer is entitled and register such Conversion Shares on the Company’s share register or, if the Transfer Agent is participating in the DTC Fast Automated Securities so delivered Transfer Program, to the Company by such Investor that is free from all restrictive and other legends or (ii) credit the balance account of such Investor’s Buyer or such InvestorBuyer’s nominee designee with DTC for such number of Conversion Shares so delivered submitted for legend removal by such Buyer pursuant to the CompanySection 5(d) above (a “Delivery Failure”), then, in addition to all other remedies available to such InvestorBuyer, the Company shall pay in cash to such Investor Buyer on each day after the Required Share Delivery Date that the issuance or credit of and during such shares is not timely effected Delivery Failure an amount equal to 21% of the original principal amount product of (A) the sum of the number of shares of Common Stock not issued to such Investor’s NoteBuyer on or prior to the Required Delivery Date and to which such Buyer is entitled, and (B) any trading price of the Common Stock selected by such Buyer in writing as in effect at any time during the period beginning on the date of the delivery by such Buyer to the Company of the applicable Conversion Shares and ending on the applicable Share Delivery Date. In addition to the foregoing, if on or prior to the Required Delivery Date if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, the Company fails shall fail to so properly issue and deliver a certificate to a Buyer and register such unlegended certificates shares of Common Stock on the Company’s share register or, if the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program (and in the case of Conversion Shares, if they may then be resold by such Buyer pursuant to an effective resale registration statement or so properly in reliance on Rule 144 (if then available)), credit the balance account of such Investor’s Buyer or such InvestorBuyer’s nominee designee with DTC for the number of shares of Common Stock to which such Buyer submitted for legend removal by the Required Delivery Datesuch Buyer pursuant to Section 5(d) above (ii) below, and if on or after the Required Delivery Date such Investor (or any other Person in respect, or on behalf, of Trading Day such Investor) Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Investor of all or any portion of the number of shares of Common Stock, or a sale of a number Buyer of shares of Common Stock equal submitted for legend removal by such Buyer pursuant to all or any portion of the number of shares of Common Stock, Section 5(d) above that such Investor so anticipated receiving Buyer is entitled to receive from the Company without any restrictive legend(a “Buy-In”), then, in addition to all other remedies available to such Investor, then the Company shall, within three two (32) Trading Days after such InvestorBuyer’s request and in such InvestorBuyer’s sole discretion, either (i) pay cash to such Investor Buyer in an amount equal to such InvestorBuyer’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) , for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if anypurchased) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such InvestorBuyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Investor Buyer a certificate or certificates or credit the balance account of such InvestorBuyer or such Buyer’s designee with DTC account representing such number of shares of Common Stock that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to such Investor Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares that the Company was required to deliver to such Investor Buyer by the Required Delivery Date multiplied by (B) the lowest Closing Sale Price (as define defined in the NoteNotes) of the Common Stock on any Trading Day during the period commencing on the date of the delivery by such Investor Buyer to the Company of the applicable Conversion Shares and ending on the date of such delivery and payment under this clause (ii). Nothing shall limit such Buyer’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) as required pursuant to the terms hereof. Notwithstanding anything herein to the contrary, with respect to any given Delivery Failure, this Section 5(e) shall not apply to the applicable Buyer the extent the Company has already paid such amounts in full to such Buyer with respect to such Delivery Failure, as applicable, pursuant to the analogous sections of the Note held by such Buyer.

Failure to Timely Deliver; Buy-In. If the Company fails to (i) fail, for any reason or for no reason, to issue and deliver (or cause to be delivered) to the Investor a Buyer (or its designee) by the Required Delivery Date Date, either (I) if the Transfer Agent is not participating in FAST, a certificate representing for the Securities so delivered number of Conversion Shares or Warrant Shares (as the case may be) to which such Buyer is entitled and register such Conversion Shares or Warrant Shares (as the Company by such Investor that case may be) on the Company’s share register or, if the Transfer Agent is free from all restrictive and other legends or (ii) participating in FAST, to credit the balance account of such Investor’s Buyer or such InvestorBuyer’s nominee designee with DTC for such number of Conversion Shares so delivered or Warrant Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above or (II) if the Registration Statement covering the resale of the Conversion Shares or Warrant Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above (the “Unavailable Shares”) is not available for the resale of such Unavailable Shares and the Company fails to promptly, but in no event later than as required pursuant to the CompanyRegistration Rights Agreement (x) so notify such Buyer and (y) deliver the Conversion Shares or Warrant Shares, as applicable, electronically without any restrictive legend by crediting such aggregate number of Conversion Shares or Warrant Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred as a “Notice Failure” and together with the event described in clause (I) above, a “Delivery Failure”), then, in addition to all other remedies available to such InvestorBuyer, the Company shall pay in cash to such Investor Buyer on each day after the Required Share Delivery Date that the issuance or credit of and during such shares is not timely effected Delivery Failure an amount equal to 2% of the original principal amount product of (A) the sum of the number of shares of Common Stock not issued to such Investor’s NoteBuyer on or prior to the Required Delivery Date and to which such Buyer is entitled, and (B) any trading price of the Common Stock selected by such Buyer in writing as in effect at any time during the period beginning on the date of the delivery by such Buyer to the Company of the applicable Conversion Shares or Warrant Shares (as the case may be) and ending on the applicable Share Delivery Date. In addition to the foregoing, if on or prior to the Required Delivery Date either (I) if the Transfer Agent is not participating in FAST, the Company fails shall fail to so properly issue and deliver a certificate to a Buyer and register such unlegended certificates or so properly shares of Common Stock on the Company’s share register or, if the Transfer Agent is participating in FAST, credit the balance account of such Investor’s Buyer or such InvestorBuyer’s nominee designee with DTC for the number of shares of Common Stock to which such Buyer submitted for legend removal by the Required Delivery Datesuch Buyer pursuant to Section 5(d) above (ii) below or (II) a Notice Failure occurs, and if on or after the Required Delivery Date such Investor (or any other Person in respect, or on behalf, of Trading Day such Investor) Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Investor of all or any portion of the number of shares of Common Stock, or a sale of a number Buyer of shares of Common Stock equal submitted for legend removal by such Buyer pursuant to all or any portion of the number of shares of Common Stock, Section 5(d) above that such Investor so anticipated receiving Buyer is entitled to receive from the Company without any restrictive legend(a “Buy-In”), then, in addition to all other remedies available to such Investor, then the Company shall, within three two (32) Trading Days after such InvestorBuyer’s request and in such InvestorBuyer’s sole discretion, either (i) pay cash to such Investor Buyer in an amount equal to such InvestorBuyer’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) , for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if anypurchased) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such InvestorBuyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Investor Buyer a certificate or certificates or credit the balance account of such InvestorBuyer or such Buyer’s designee with DTC account representing such number of shares of Common Stock that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to such Investor Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Investor Buyer by the Required Delivery Date multiplied by (B) the lowest Closing Sale Price (as define defined in the NoteWarrants) of the Common Stock on any Trading Day during the period commencing on the date of the delivery by such Investor Buyer to the Company of the applicable Conversion Shares or Warrant Shares (as the case may be) and ending on the date of such delivery and payment under this clause (ii). Nothing shall limit such Buyer’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) as required pursuant to the terms hereof. Notwithstanding anything herein to the contrary, with respect to any given Notice Failure and/or Delivery Failure, this Section 5(e) shall not apply to the applicable Buyer the extent the Company has already paid such amounts in full to such Buyer with respect to such Notice Failure and/or Delivery Failure, as applicable, pursuant to the analogous sections of the Note or Warrant, as applicable, held by such Buyer.

Failure to Timely Deliver; Buy-In. If the Company is a Reporting Company and the Company improperly fails to (i) issue and deliver dispatch for delivery (or cause to be deliveredso dispatched) to the Investor a Designated Recipient by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Investor Buyer that is free from all restrictive and other legends or (ii) credit the balance account of such InvestorDesignated Recipient’s or such InvestorDesignated Recipient’s nominee with DTC for such number of Conversion Shares so delivered to the Company, then, in addition to all other remedies available to such Investor, the Company shall pay in cash to such Investor on each day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 2% of the original principal amount of such Investor’s Note. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such Investor’s or such Investor’s nominee with DTC by the Required Delivery Date, and if on or after the business day immediately following the Required Delivery Date such Investor Buyer (or any other Person in respect, or on behalf, of such InvestorBuyer) purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Investor Buyer of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, that such Investor Buyer so anticipated receiving from the Company without any restrictive legendlegend (the “Buy-In Shares”), then, in addition to all other remedies available to such Investor, then the Company shall, within three five (35) Trading Business Days after such InvestorBuyer’s request and in such InvestorBuyer’s sole discretion, either (ix) pay cash to such Investor Buyer in an amount equal to such InvestorBuyer’s total purchase price (including brokerage commissions and other out-of-out of pocket expenses, if it’ any) for the shares of Common Stock so purchased (including brokerage commissions and other outsuch Buy-of-pocket expenses, if any) In Shares (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such InvestorDesignated Recipient’s balance account shall terminate and such shares shall be cancelled, or (iiy) promptly honor its obligation to so deliver to such Investor Designated Recipient a certificate or certificates or credit such InvestorDesignated Recipient’s DTC account representing such number of shares of Common Stock that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to such Investor Buyer in an amount equal equal, to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares that the Company was required to deliver to such Investor Designated Recipient by the Required Delivery Date multiplied by (B) the lowest Closing Sale Price (as define in the Note) closing sale price of the Common Stock on any Trading Day the Business Days during the period commencing on the date of the delivery by such Investor Designated Recipient to the Company of the applicable Conversion Shares and ending on the date of such delivery and payment under this clause (iiy).

Failure to Timely Deliver; Buy-In. If the Company fails to (i) issue and deliver (or cause to be delivered) to the Investor a Buyer by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Investor Buyer that is free from all restrictive and other legends or (ii) credit the balance account of such InvestorBuyer’s or such InvestorBuyer’s nominee with DTC for such number of shares of Conversion Shares or Warrant Shares so delivered to the Company, then, in addition to all other remedies available to such InvestorBuyer, the Company shall pay in cash to such Investor Buyer on each day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 2% of the original principal amount average VWAP of such Investor’s Notethe Conversion Shares for the five (5) Trading Day period immediately preceding the Required Delivery Date multiplied by the number of Conversion Shares or Warrant Shares (as the case may be) required to be delivered on the Required Delivery Date. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such InvestorBuyer’s or such InvestorBuyer’s nominee with DTC by the Required Delivery Date, and if on or after the Required Delivery Date such Investor (or any other Person in respect, or on behalf, of such Investor) Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Investor of all or any portion of the number of shares of Common Stock, or a sale of a number Buyer of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, that such Investor so Buyer anticipated receiving from the Company without any restrictive legendlegend (a “Buy-In”), then, in addition to all other remedies available to such Investor, then the Company shall, within three (3) Trading Days after such InvestorBuyer’s request and in such InvestorBuyer’s sole discretion, either (i) pay cash to such Investor Buyer in an amount equal to such InvestorBuyer’s total purchase price (including brokerage commissions and other out-of-pocket expensescommissions, if any) for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if any) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such InvestorBuyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Investor Buyer a certificate or certificates or credit such InvestorBuyer’s DTC account representing such number of shares of Common Stock that would have been so delivered issued if the Company timely complied with its obligations hereunder and pay cash to such Investor Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Investor Buyer by the Required Delivery Date multiplied by times (B) the lowest Closing Sale Price (as define in the Note) average VWAP of the Common Stock on any for the five (5) Trading Day during period immediately preceding the period commencing on the date of the delivery by such Investor to the Company of the applicable Conversion Shares and ending on the date of such delivery and payment under this clause (ii)Required Delivery Date.

Failure to Timely Deliver; Buy-In. If the Company fails fails, for any reason or for no reason, to (i) issue and deliver (or cause to be delivered) to the Investor Holder (or its designee) by the Required Delivery Date Date, if the Transfer Agent is not participating in FAST, a certificate representing for the Securities so delivered number of New Conversion Shares to which the Company by Holder is entitled and register such Investor that New Conversion Shares on the Company’s share register or, if the Transfer Agent is free from all restrictive and other legends or (ii) participating in FAST, to credit the balance account of such Investorthe Holder or the Holder’s or such Investor’s nominee designee with DTC for such number of New Conversion Shares so delivered submitted for legend removal by the Holder pursuant to the CompanySection 21(d) above (a “Delivery Failure”), then, in addition to all other remedies available to such Investorthe Holder, the Company shall pay in cash to such Investor the Holder on each day after the Required Share Delivery Date that the issuance or credit of and during such shares is not timely effected Delivery Failure an amount equal to 21% of the original principal amount product of such Investor’s Note(A) the sum of the number of shares of Common Stock not issued to the Holder on or prior to the Required Delivery Date and to which the Holder is entitled, and (B) any trading price of the Common Stock selected by the Holder in writing as in effect at any time during the period beginning on the date of the delivery by the Holder to the Company of the applicable New Conversion Shares and ending on the applicable Share Delivery Date. In addition to the foregoing, if on or prior to the Required Delivery Date if the Transfer Agent is not participating in FAST, the Company fails shall fail to so properly issue and deliver a certificate to the Holder and register such unlegended certificates or so properly shares of Common Stock on the Company’s share register or, if the Transfer Agent is participating in FAST, credit the balance account of such Investorthe Holder or the Holder’s or such Investor’s nominee designee with DTC for the number of shares of Common Stock to which the Holder submitted for legend removal by the Required Delivery DateHolder pursuant to Section 21(d) above, and if on or after such Trading Day the Required Delivery Date such Investor (or any other Person in respect, or on behalf, of such Investor) purchases Holder acquires (in an open market transaction transaction, stock loan or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Investor of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal corresponding to all or any portion of the number of shares of Common Stock, Stock issuable upon such exercise that such Investor so anticipated receiving the Holder is entitled to receive from the Company without any restrictive legendand has not received from the Company in connection with such Delivery Failure (a “Buy-In”), then, in addition to all other remedies available to such Investor, then the Company shall, within three one (31) Trading Days Day after such Investorthe Holder’s request and in such Investorthe Holder’s sole discretion, either (i) pay cash to such Investor the Holder in an amount equal to such Investorthe Holder’s total purchase price (including brokerage commissions commissions, stock loan costs and other out-of-pocket expenses, if any) , for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if anyacquired) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such Investorthe Holder’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Investor the Holder a certificate or certificates or credit such Investorthe balance account of the Holder or the Holder’s designee with DTC account representing such number of shares of Common Stock that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to such Investor the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of New Conversion Shares that the Company was required to deliver to such Investor the Holder by the Required Delivery Date multiplied by (B) the lowest Closing Sale Price (as define defined in the NoteNew Certificate of Designations) of the Common Stock on any Trading Day during the period commencing on the date of the delivery by such Investor the Holder to the Company of the applicable New Conversion Shares and ending on the date of such delivery and payment under this clause (ii). Nothing shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) as required pursuant to the terms hereof. Notwithstanding anything herein to the contrary, with respect to any given Delivery Failure, this Section 21(e) shall not apply to the applicable Holder the extent the Company has already paid such amounts in full to the Holder with respect to such Delivery Failure pursuant to the analogous sections of the New Certificate of Designations.

Failure to Timely Deliver; Buy-In. If the Company fails to (i) issue and deliver (or cause to be delivered) to the Investor a Buyer by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Investor Buyer that is free from all restrictive and other legends or (ii) credit the balance account of such InvestorBuyer’s or such InvestorBuyer’s nominee with DTC for such number of Conversion Shares or Warrant Shares so delivered to the Company, then, in addition to all other remedies available to such InvestorBuyer, the Company shall pay in cash to such Investor Buyer on each day Trading Day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 21% of the original principal amount product of (A) the number of shares of Common Stock not so delivered or credited (as the case may be) to such InvestorBuyer or such Buyer’s Notenominee multiplied by (B) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the Required Delivery Date. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such InvestorBuyer’s or such InvestorBuyer’s nominee with DTC by the Required Delivery Date, and if on or after the Required Delivery Date such Investor Buyer (or any other Person in respect, or on behalf, of such InvestorBuyer) purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Investor Buyer of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, that such Investor Buyer so anticipated receiving from the Company without any restrictive legend, then, in addition to all other remedies available to such InvestorBuyer, the Company shall, within three (3) Trading Days after such InvestorBuyer’s request and in such InvestorBuyer’s sole discretion, either (i) pay cash to such Investor Buyer in an amount equal to such InvestorBuyer’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if any) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such InvestorBuyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Investor Buyer a certificate or certificates or credit such InvestorBuyer’s DTC account representing such number of shares of Common Stock that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to such Investor Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Investor Buyer by the Required Delivery Date multiplied by (B) the lowest Closing Sale Price (as define defined in the NoteWarrants) of the Common Stock on any Trading Day during the period commencing on the date of the delivery by such Investor Buyer to the Company of the applicable Conversion Shares or Warrant Shares (as the case may be) and ending on the date of such delivery and payment under this clause (ii).

Failure to Timely Deliver; Buy-In. If the Company fails fails, for any reason or for no reason, to (i) issue and deliver (or cause to be delivered) to the Investor a Buyer (or its designee) by the Required Delivery Date Date, either (I) if the Transfer Agent is not participating in FAST or such Securities are Warrant Preferred Shares, a certificate representing for the number of Warrant Preferred Shares, Conversion Shares to which such Buyer is entitled and register such Warrant Preferred Shares, Conversion Shares on the Company’s share register or, if the Transfer Agent is participating in FAST and such Securities so delivered are Conversion Shares, to the Company by such Investor that is free from all restrictive and other legends or (ii) credit the balance account of such Investor’s Buyer or such InvestorBuyer’s nominee designee with DTC for such number of Conversion Shares so delivered submitted for legend removal by such Buyer pursuant to Section 5(d) above or (II) if the Registration Statement covering the resale of the Conversion Shares submitted for legend removal by such Buyer pursuant to Section 5(d) above (the “Unavailable Shares”) is not available for the resale of such Unavailable Shares and the Company fails to promptly, but in no event later than as required pursuant to the CompanyRegistration Rights Agreement (x) so notify such Buyer and (y) deliver the Conversion Shares electronically without any restrictive legend by crediting such aggregate number of Conversion Shares submitted for legend removal by such Buyer pursuant to Section 5(d) above to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred as a “Notice Failure” and together with the event described in clause (I) above, a “Delivery Failure”), then, in addition to all other remedies available to such InvestorBuyer, the Company shall pay in cash to such Investor Buyer on each day after the Required Share Delivery Date that the issuance or credit of and during such shares is not timely effected Delivery Failure an amount equal to 21% of the original principal amount product of (A) the sum of the number of shares of Common Stock not issued to such Investor’s NoteBuyer on or prior to the Required Delivery Date and to which such Buyer is entitled, and (B) any trading price of the Common Stock selected by such Buyer in writing as in effect at any time during the period beginning on the date of the delivery by such Buyer to the Company of the applicable Conversion Shares and ending on the applicable Share Delivery Date. In addition to the foregoing, if on or prior to the Required Delivery Date either (I) if the Transfer Agent is not participating in FAST, the Company fails shall fail to so properly issue and deliver a certificate to a Buyer and register such unlegended certificates or so properly shares of Common Stock on the Company’s share register or, if the Transfer Agent is participating in FAST, credit the balance account of such Investor’s Buyer or such InvestorBuyer’s nominee designee with DTC for the number of shares of Common Stock to which such Buyer submitted for legend removal by the Required Delivery Datesuch Buyer pursuant to Section 5(d) above (ii) below or (II) a Notice Failure occurs, and if on or after the Required Delivery Date such Investor (or any other Person in respect, or on behalf, of Trading Day such Investor) purchases Buyer acquires (in an open market transaction transaction, stock loan or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Investor of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal corresponding to all or any portion of the number of shares of Common StockStock submitted for legend removal by such Buyer pursuant to Section 5(d) above (a “Buy-In”), that such Investor so anticipated receiving from the Company without any restrictive legend, then, in addition to all other remedies available to such Investor, then the Company shall, within three one (31) Trading Days Day after such InvestorBuyer’s request and in such InvestorBuyer’s sole discretion, either (i) pay cash to such Investor Buyer in an amount equal to such InvestorBuyer’s total purchase price (including brokerage commissions commissions, stock loan costs and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased acquired (including brokerage commissions and including, without limitation, by any other out-of-pocket expensesPerson in respect, if anyor on behalf, of the holder) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such InvestorBuyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Investor Buyer a certificate or certificates or credit the balance account of such InvestorBuyer or such Buyer’s designee with DTC account representing such number of shares of Common Stock that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to such Investor Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares that the Company was required to deliver to such Investor Buyer by the Required Delivery Date multiplied by (B) the lowest Closing Sale Price (as define defined in the NoteCertificate of Designations) of the Common Stock on any Trading Day during the period commencing on the date of the delivery by such Investor Buyer to the Company of the applicable Conversion Shares and ending on the date of such delivery and payment under this clause (ii). Nothing shall limit such Xxxxx’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) as required pursuant to the terms hereof. Notwithstanding anything herein to the contrary, with respect to any given Notice Failure and/or Delivery Failure, this Section 5(e) shall not apply to the applicable Buyer the extent the Company has already paid such amounts in full to such Buyer with respect to such Notice Failure and/or Delivery Failure, as applicable, pursuant to the analogous sections of the Certificate of Designations with respect to the Preferred Shares then held by such Buyer.

Failure to Timely Deliver; Buy-In. If the Company fails to (i) fail, for any reason or for no reason, to issue and deliver (or cause to be delivered) to the Investor a Buyer (or its designee) by the Required Delivery Date Date, either (I) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, a certificate representing for the number of Conversion Shares or Warrant Shares (as the case may be) to which such Buyer is entitled and register such Conversion Shares or Warrant Shares (as the case may be) on the Company’s share register or, if the Transfer Agent is participating in the DTC Fast Automated Securities so delivered Transfer Program, to the Company by such Investor that is free from all restrictive and other legends or (ii) credit the balance account of such Investor’s Buyer or such InvestorBuyer’s nominee designee with DTC for such number of Conversion Shares so delivered or Warrant Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above or (II) if the Registration Statement covering the resale of the Conversion Shares or Warrant Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above (the “Unavailable Shares”) is not available for the resale of such Unavailable Shares and the Company fails to promptly, but in no event later than as required pursuant to the CompanyRegistration Rights Agreement (x) so notify such Buyer and (y) deliver the Conversion Shares or Warrant Shares, as applicable, electronically without any restrictive legend by crediting such aggregate number of Conversion Shares or Warrant Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred as a “Notice Failure” and together with the event described in clause (I) above, a “Delivery Failure”), then, in addition to all other remedies available to such InvestorBuyer, the Company shall pay in cash to such Investor Buyer on each day after the Required Share Delivery Date that the issuance or credit of and during such shares is not timely effected Delivery Failure an amount equal to 2% of the original principal amount product of (A) the sum of the number of shares of Common Stock not issued to such Investor’s NoteBuyer on or prior to the Required Delivery Date and to which such Buyer is entitled, and (B) any trading price of the Common Stock selected by such Buyer in writing as in effect at any time during the period beginning on the date of the delivery by such Buyer to the Company of the applicable Conversion Shares or Warrant Shares (as the case may be) and ending on the applicable Share Delivery Date. In addition to the foregoing, if on or prior to the Required Delivery Date either (I) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, the Company fails shall fail to so properly issue and deliver a certificate to a Buyer and register such unlegended certificates or so properly shares of Common Stock on the Company's share register or, if the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, credit the balance account of such Investor’s Buyer or such InvestorBuyer’s nominee designee with DTC for the number of shares of Common Stock to which such Buyer submitted for legend removal by the Required Delivery Datesuch Buyer pursuant to Section 5(d) above (ii) below or (II) a Notice Failure occurs, and if on or after the Required Delivery Date such Investor (or any other Person in respect, or on behalf, of Trading Day such Investor) Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Investor of all or any portion of the number of shares of Common Stock, or a sale of a number Buyer of shares of Common Stock equal submitted for legend removal by such Buyer pursuant to all or any portion of the number of shares of Common Stock, Section 5(d) above that such Investor so Buyer anticipated receiving from the Company without any restrictive legend(a “Buy-In”), then, in addition to all other remedies available to such Investor, then the Company shall, within three (3) Trading Days after such InvestorBuyer’s request and in such InvestorBuyer’s sole discretion, either (i) pay cash to such Investor Buyer in an amount equal to such InvestorBuyer’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) , for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if anypurchased) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such InvestorBuyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Investor Buyer a certificate or certificates or credit the balance account of such InvestorBuyer or such Buyer’s designee with DTC account representing such number of shares of Common Stock that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to such Investor Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Investor Buyer by the Required Delivery Date multiplied by (B) the lowest Closing Sale Price (as define defined in the NoteWarrants) of the Common Stock on any Trading Day during the period commencing on the date of the delivery by such Investor Buyer to the Company of the applicable Conversion Shares or Warrant Shares (as the case may be) and ending on the date of such delivery and payment under this clause (ii). Nothing shall limit such Buyer’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) as required pursuant to the terms hereof. Notwithstanding anything herein to the contrary, with respect to any given Notice Failure and/or Delivery Failure, this Section 5(e) shall not apply to the applicable Buyer the extent the Company has already paid such amounts in full to such Buyer with respect to such Notice Failure and/or Delivery Failure, as applicable, pursuant to the analogous sections of the Note or Warrant, as applicable, held by such Buyer.

Failure to Timely Deliver; Buy-In. If the Company fails fails, for any reason or for no reason, to (i) issue and deliver (or cause to be delivered) to the Investor a Buyer (or its designee) by the Required Delivery Date Date, either (I) if the Transfer Agent is not participating in FAST, a certificate representing for the Securities so delivered number of Conversion Shares or Warrant Shares (as the case may be) to which such Buyer is entitled and register such Conversion Shares or Warrant Shares (as the Company by such Investor that case may be) on the Company’s share register or, if the Transfer Agent is free from all restrictive and other legends or (ii) participating in FAST, to credit the balance account of such Investor’s Buyer or such InvestorBuyer’s nominee designee with DTC for such number of Conversion Shares so delivered or Warrant Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above or (II) if the Registration Statement covering the resale of the Conversion Shares or Warrant Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above (the “Unavailable Shares”) is not available for the resale of such Unavailable Shares and the Company fails to promptly, but in no event later than as required pursuant to the CompanyRegistration Rights Agreement (x) so notify such Buyer and (y) deliver the Conversion Shares or Warrant Shares, as applicable, electronically without any restrictive legend by crediting such aggregate number of Conversion Shares or Warrant Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred as a “Notice Failure” and together with the event described in clause (I) above, a “Delivery Failure”), then, in addition to all other remedies available to such InvestorBuyer, the Company shall pay in cash to such Investor Buyer on each day after the Required Share Delivery Date that the issuance or credit of and during such shares is not timely effected Delivery Failure an amount equal to 2% of the original principal amount product of (A) the sum of the number of shares of Common Stock not issued to such Investor’s NoteBuyer on or prior to the Required Delivery Date and to which such Buyer is entitled, and (B) any trading price of the Common Stock selected by such Buyer in writing as in effect at any time during the period beginning on the date of the delivery by such Buyer to the Company of the applicable Conversion Shares or Warrant Shares (as the case may be) and ending on the applicable Share Delivery Date. In addition to the foregoing, if on or prior to the Required Delivery Date either (I) if the Transfer Agent is not participating in FAST, the Company fails shall fail to so properly issue and deliver a certificate to a Buyer and register such unlegended certificates or so properly shares of Common Stock on the Company’s share register or, if the Transfer Agent is participating in FAST, credit the balance account of such Investor’s Buyer or such InvestorBuyer’s nominee designee with DTC for the number of shares of Common Stock to which such Buyer submitted for legend removal by the Required Delivery Datesuch Buyer pursuant to Section 5(d) above (ii) below or (II) a Notice Failure occurs, and if on or after the Required Delivery Date such Investor (or any other Person in respect, or on behalf, of Trading Day such Investor) Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Investor of all or any portion of the number of shares of Common Stock, or a sale of a number Buyer of shares of Common Stock equal submitted for legend removal by such Buyer pursuant to all or any portion of the number of shares of Common Stock, Section 5(d) above that such Investor so Buyer anticipated receiving from the Company without any restrictive legend(a “Buy-In”), then, in addition to all other remedies available to such Investor, then the Company shall, within three two (32) Trading Days after such InvestorBuyer’s request and in such InvestorBuyer’s sole discretion, either (i) pay cash to such Investor Buyer in an amount equal to such InvestorBuyer’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) , for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if anypurchased) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such InvestorBuyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Investor Buyer a certificate or certificates or credit the balance account of such InvestorBuyer or such Buyer’s designee with DTC account representing such number of shares of Common Stock that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to such Investor Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Investor Buyer by the Required Delivery Date multiplied by (B) the lowest Closing Sale Price (as define defined in the NoteWarrants) of the Common Stock on any Trading Day during the period commencing on the date of the delivery by such Investor Buyer to the Company of the applicable Conversion Shares or Warrant Shares (as the case may be) and ending on the date of such delivery and payment under this clause (ii). Nothing shall limit such Xxxxx’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) as required pursuant to the terms hereof. Notwithstanding anything herein to the contrary, with respect to any given Notice Failure and/or Delivery Failure, this Section 5(e) shall not apply to the applicable Buyer the extent the Company has already paid such amounts in full to such Buyer with respect to such Notice Failure and/or Delivery Failure, as applicable, pursuant to the analogous sections of the Note or Warrant, as applicable, held by such Buyer.

Failure to Timely Deliver; Buy-In. If the Company fails to (i) fail, for any reason or for no reason, to issue and deliver (or cause to be delivered) to the Investor a Buyer (or its designee) by the Required Delivery Date Date, either (I) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, a certificate representing for the number of Conversion Shares or Warrant Shares (as the case may be) to which such Buyer is entitled and register such Conversion Shares or Warrant Shares (as the case may be) on the Company’s share register or, if the Transfer Agent is participating in the DTC Fast Automated Securities so delivered Transfer Program, to the Company by such Investor that is free from all restrictive and other legends or (ii) credit the balance account of such Investor’s Buyer or such InvestorBuyer’s nominee designee with DTC for such number of Conversion Shares so delivered or Warrant Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above or (II) if the Registration Statement covering the resale of the Conversion Shares or Warrant Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above (the “Unavailable Shares”) is not available for the resale of such Unavailable Shares and the Company fails to promptly, but in no event later than as required pursuant to the CompanyRegistration Rights Agreement (x) so notify such Buyer and (y) deliver the Conversion Shares or Warrant Shares, as applicable, electronically without any restrictive legend by crediting such aggregate number of Conversion Shares or Warrant Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred as a “Notice Failure” and together with the event described in clause (I) above, a “Delivery Failure”), then, in addition to all other remedies available to such InvestorBuyer, the Company shall pay in cash to such Investor Buyer on each day after the Required Share Delivery Date that the issuance or credit of and during such shares is not timely effected Delivery Failure an amount equal to 2% of the original principal amount product of (A) the sum of the number of Ordinary Shares not issued to such Investor’s NoteBuyer on or prior to the Required Delivery Date and to which such Buyer is entitled, and (B) any trading price of the Ordinary Shares selected by such Buyer in writing as in effect at any time during the period beginning on the date of the delivery by such Buyer to the Company of the applicable Conversion Shares or Warrant Shares (as the case may be) and ending on the applicable Share Delivery Date. In addition to the foregoing, if on or prior to the Required Delivery Date either (I) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, the Company fails shall fail to so properly issue and deliver a certificate to a Buyer and register such unlegended certificates or so properly Ordinary Shares on the Company's share register or, if the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, credit the balance account of such Investor’s Buyer or such InvestorBuyer’s nominee designee with DTC for the number of Ordinary Shares to which such Buyer submitted for legend removal by the Required Delivery Datesuch Buyer pursuant to Section 5(d) above (ii) below or (II) a Notice Failure occurs, and if on or after the Required Delivery Date such Investor (or any other Person in respect, or on behalf, of Trading Day such Investor) Buyer purchases (in an open market transaction or otherwise) shares of Common Stock Ordinary Shares to deliver in satisfaction of a sale by such Investor Buyer of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal Ordinary Shares submitted for legend removal by such Buyer pursuant to all or any portion of the number of shares of Common Stock, Section 5(d) above that such Investor so anticipated receiving Buyer is entitled to receive from the Company without any restrictive legend(a “Buy-In”), then, in addition to all other remedies available to such Investor, then the Company shall, within three two (32) Trading Days after such InvestorBuyer’s request and in such InvestorBuyer’s sole discretion, either (i) pay cash to such Investor Buyer in an amount equal to such InvestorBuyer’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) , for the shares of Common Stock Ordinary Shares so purchased (including brokerage commissions and other out-of-pocket expenses, if anypurchased) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such InvestorBuyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Investor Buyer a certificate or certificates or credit the balance account of such InvestorBuyer or such Buyer’s designee with DTC account representing such number of shares of Common Stock Ordinary Shares that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to such Investor Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Investor Buyer by the Required Delivery Date multiplied by (B) the lowest Closing Sale Price (as define defined in the NoteWarrants) of the Common Stock Ordinary Shares on any Trading Day during the period commencing on the date of the delivery by such Investor Buyer to the Company of the applicable Conversion Shares or Warrant Shares (as the case may be) and ending on the date of such delivery and payment under this clause (ii). Nothing shall limit such Buyer’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing Ordinary Shares (or to electronically deliver such Ordinary Shares) as required pursuant to the terms hereof. Notwithstanding anything herein to the contrary, with respect to any given Notice Failure and/or Delivery Failure, this Section 5(e) shall not apply to the applicable Buyer the extent the Company has already paid such amounts in full to such Buyer with respect to such Notice Failure and/or Delivery Failure, as applicable, pursuant to the analogous sections of the Note or Warrant, as applicable, held by such Buyer.

Failure to Timely Deliver; Buy-In. If the Company fails to (i) fail, for any reason or for no reason, to issue and deliver (or cause to be delivered) to the Investor a Buyer (or its designee) by the Required applicable Share Delivery Date Deadline, either (I) if the Transfer Agent is not participating in FAST, a certificate representing for the Securities so delivered number of Common Shares, shares of Common Stock issuable upon exchange of the Prefunded Warrants or Warrant Shares (as the case may be) to which the Company by Buyer is entitled and register such Investor that Common Shares or Warrant Shares (as the case may be) on the Company’s share register or, if the Transfer Agent is free from all restrictive and other legends or (ii) participating in FAST, to credit the balance account of such Investorthe Buyer or the Buyer’s or such Investor’s nominee designee with DTC for such number of Conversion Common Shares, shares of Common Stock issuable upon exercise of the Prefunded Warrants or Warrant Shares so delivered (as the case may be) submitted for legend removal by the Buyer pursuant to Section 5(c) above or (II) if the registration statement covering the resale of the Warrant Shares submitted for legend removal by the Buyer pursuant to Section 5(c) above (the “Unavailable Shares”) is not available for the resale of such Unavailable Shares and the Company fails to promptly, but in no event later than as required pursuant to the CompanyRegistration Rights Agreement (x) so notify the Buyer and (y) deliver the Warrant Shares electronically without any restrictive legend by crediting such aggregate number of Warrant Shares submitted for legend removal by the Buyer pursuant to Section 5(c) above to the Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred as a “Notice Failure” and together with the event described in clause (I) above, a “Delivery Failure”), then, in addition to all other remedies available to such Investorthe Buyer, the Company shall pay in cash to such Investor the Buyer on each day after the Required Share Delivery Date that the issuance or credit of Deadline and during such shares is not timely effected Delivery Failure an amount equal to 21% of the original principal amount product of such Investor’s Note(A) the sum of the number of shares of Common Stock not issued to the Buyer on or prior to the Share Delivery Deadline and to which the Buyer is entitled, and (B) any trading price of the Common Stock selected by the Buyer in writing as in effect at any time during the period beginning on the date of the delivery by the Buyer to the Company of the applicable Common Shares or Warrant Shares (as the case may be) and ending on the applicable Share Delivery Deadline. In addition to the foregoing, if on or prior to the Required Delivery Date either (I) if the Transfer Agent is not participating in FAST, the Company fails shall fail to so properly issue and deliver a certificate to a Buyer and register such unlegended certificates or so properly shares of Common Stock on the Company’s share register or, if the Transfer Agent is participating in FAST, credit the balance account of such Investorthe Buyer or the Buyer’s or such Investor’s nominee designee with DTC for the number of shares of Common Stock to which the Buyer submitted for legend removal by the Required Delivery DateBuyer pursuant to Section 5(c) above (ii) below or (II) a Notice Failure occurs, and if on or after such Trading Day the Required Delivery Date such Investor (or any other Person in respect, or on behalf, of such Investor) Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Investor of all or any portion of the number of shares of Common Stock, or a sale of a number Buyer of shares of Common Stock equal submitted for legend removal by the Buyer pursuant to all or any portion of Section 5(c) above that the number of shares of Common Stock, that such Investor so Buyer anticipated receiving from the Company without any restrictive legend(a “Buy-In”), then, in addition to all other remedies available to such Investor, then the Company shall, within three two (32) Trading Days after such Investorthe Buyer’s request and in such Investorthe Buyer’s sole discretion, either (i) pay cash to such Investor the Buyer in an amount equal to such Investorthe Buyer’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) , for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if anypurchased) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such Investorthe Buyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Investor the Buyer a certificate or certificates or credit such Investorthe balance account of the Buyer or the Buyer’s designee with DTC account representing such number of shares of Common Stock that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to such Investor the Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Common Shares, shares of Common Stock issuable upon exchange of the Prefunded Warrants or Warrant Shares (as the case may be) that the Company was required to deliver to such Investor the Buyer by the Required Delivery Date multiplied by (B) the lowest Closing Sale Price (as define defined in the NoteWarrants) of the Common Stock on any Trading Day during the period commencing on the date of the delivery by such Investor the Buyer to the Company of the applicable Conversion Common Shares , shares of Common Stock issuable upon exercise of the Prefunded Warrants or Warrant Shares (as the case may be) and ending on the date of such delivery and payment under this clause (ii). Nothing shall limit the Buyer’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) as required pursuant to the terms hereof. Notwithstanding anything herein to the contrary, with respect to any given Notice Failure and/or Delivery Failure, this Section 5(d) shall not apply to the applicable Buyer the extent the Company has already paid such amounts in full to the Buyer with respect to such Notice Failure and/or Delivery Failure, as applicable, pursuant to the analogous sections of the Prefunded Warrants or Warrant, as applicable, held by the Buyer.

Failure to Timely Deliver; Buy-In. If the Company fails to (i) fail, for any reason or for no reason, to issue and deliver (or cause to be delivered) to the Investor a Buyer (or its designee) by the Required Delivery Date Date, either (I) if the Transfer Agent is not participating in FAST, a certificate representing for the Securities so delivered number of Conversion Shares to which such Buyer is entitled and register such Conversion Shares on the Company by such Investor that Company’s share register or, if the Transfer Agent is free from all restrictive and other legends or (ii) participating in FAST, to credit the balance account of such Investor’s Buyer or such InvestorBuyer’s nominee designee with DTC for such number of Conversion Shares so delivered submitted for legend removal by such Buyer pursuant to Section 5(d) above or (II) if the Registration Statement covering the resale of the Conversion Shares submitted for legend removal by such Buyer pursuant to Section 5(d) above (the “Unavailable Shares”) is not available for the resale of such Unavailable Shares and the Company fails to promptly, but in no event later than as required pursuant to the CompanyRegistration Rights Agreement (x) so notify such Buyer and (y) deliver the Conversion Shares electronically without any restrictive legend by crediting such aggregate number of Conversion Shares submitted for legend removal by such Buyer pursuant to Section 5(d) above to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred as a “Notice Failure” and together with the event described in clause (I) above, a “Delivery Failure”), then, in addition to all other remedies available to such InvestorBuyer, the Company shall pay in cash to such Investor Buyer on each day after the Required Share Delivery Date that the issuance or credit of and during such shares is not timely effected Delivery Failure an amount equal to 2% of the original principal amount product of (A) the sum of the number of Ordinary Shares not issued to such Investor’s NoteBuyer on or prior to the Required Delivery Date and to which such Buyer is entitled, and (B) any trading price of the Ordinary Shares selected by such Buyer in writing as in effect at any time during the period beginning on the date of the delivery by such Buyer to the Company of the applicable Conversion Shares and ending on the applicable Share Delivery Date. In addition to the foregoing, if on or prior to the Required Delivery Date either (I) if the Transfer Agent is not participating in FAST, the Company fails shall fail to so properly issue and deliver a certificate to a Buyer and register such unlegended certificates or so properly Ordinary Shares on the Company’s share register or, if the Transfer Agent is participating in FAST, credit the balance account of such Investor’s Buyer or such InvestorBuyer’s nominee designee with DTC for the number of Ordinary Shares to which such Buyer submitted for legend removal by the Required Delivery Datesuch Buyer pursuant to Section 5(d) above (ii) below or (II) a Notice Failure occurs, and if on or after the Required Delivery Date such Investor (or any other Person in respect, or on behalf, of Trading Day such Investor) Buyer purchases (in an open market transaction or otherwise) shares of Common Stock Ordinary Shares to deliver in satisfaction of a sale by such Investor Buyer of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal Ordinary Shares submitted for legend removal by such Buyer pursuant to all or any portion of the number of shares of Common Stock, Section 5(d) above that such Investor so anticipated receiving Buyer is entitled to receive from the Company without any restrictive legend(a “Buy-In”), then, in addition to all other remedies available to such Investor, then the Company shall, within three two (32) Trading Days after such InvestorBuyer’s request and in such InvestorBuyer’s sole discretion, either (i) pay cash to such Investor Buyer in an amount equal to such InvestorBuyer’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) , for the shares of Common Stock Ordinary Shares so purchased (including brokerage commissions and other out-of-pocket expenses, if anypurchased) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such InvestorBuyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Investor Buyer a certificate or certificates or credit the balance account of such InvestorBuyer or such Buyer’s designee with DTC account representing such number of shares of Common Stock Ordinary Shares that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to such Investor Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares that the Company was required to deliver to such Investor Buyer by the Required Delivery Date multiplied by (B) the lowest Closing Sale Price (as define defined in the NoteNotes) of the Common Stock Ordinary Shares on any Trading Day during the period commencing on the date of the delivery by such Investor Buyer to the Company of the applicable Conversion Shares and ending on the date of such delivery and payment under this clause (ii). Nothing shall limit such Xxxxx’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing Ordinary Shares (or to electronically deliver such Ordinary Shares) as required pursuant to the terms hereof. Notwithstanding anything herein to the contrary, with respect to any given Notice Failure and/or Delivery Failure, this Section 5(e) shall not apply to the applicable Buyer the extent the Company has already paid such amounts in full to such Buyer with respect to such Notice Failure and/or Delivery Failure, as applicable, pursuant to the analogous sections of the Note held by such Buyer.

Failure to Timely Deliver; Buy-In. If the Company Depositary fails to (i) issue and deliver (or cause to be delivered) to the Investor Buyer by the Required Delivery Date a certificate representing the Securities ADSs or Warrant ADSs so delivered to the Company Depositary by such Investor the Buyer that is free from all restrictive and other legends or (ii) credit the balance account of such Investorthe Buyer’s or such Investorthe Buyer’s nominee with DTC for such number of Conversion Shares ADSs or Warrant ADSs so delivered to the Company, thenCompany (other than, in addition the case of this clause (ii), due to all other remedies available to such Investor, the Company shall pay in cash to such Investor on each day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 2% failure of the original principal amount of such InvestorBuyer’s Note. In addition broker to initial the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such Investor’s or such Investor’s nominee with DTC by the Required Delivery DateFAST process), and if on or after the Required Delivery Date such Investor the Buyer (or any other Person in respect, or on behalf, of such Investorthe Buyer) purchases (in an open market transaction or otherwise) shares of Common Stock ADSs or Ordinary Shares to deliver in satisfaction of a sale by such Investor the Buyer to a non-affiliate of all or any portion of the number of shares of Common Stock, ADSs or a sale of a number of shares of Common Stock equal to all or any portion of Ordinary Shares that the number of shares of Common Stock, that such Investor Buyer so anticipated receiving from the Company without any restrictive legend, then, in addition to all other remedies available to such Investorthe Buyer, the Company shall, within three (3) Trading Business Days (including Fridays) after the Buyer’s request, promptly honor its obligation to cause the Depositary to so deliver to the Buyer a certificate or certificates or credit the Buyer’s DTC account representing such Investor’s request number of ADSs or Ordinary Shares representing ADSs that would have been so delivered if the Company timely complied with its obligations hereunder (as the case may be) and in such Investor’s sole discretion, either (i) pay cash to such Investor the Buyer in an amount equal to such Investorthe excess (if any) of the amount equal to the Buyer’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock ADSs or Ordinary Shares so purchased (including brokerage commissions and other out-of-pocket expenses, if any) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such Investor’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Investor a certificate or certificates or credit such Investor’s DTC account representing such number of shares of Common Stock that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to such Investor in an amount equal to the excess (if any) of the Buy-In Price over the product of (A1) such number of shares of Conversion ADSs or Ordinary Shares that the Company was required to deliver to such Investor by the Required Delivery Date multiplied by and (B2) the lowest Closing Sale Price (as define in price at which the Note) of the Common Stock on any Trading Day during the period commencing on the date of the delivery by such Investor sell order giving rise to the Company of the applicable Conversion Shares and ending on the date of such delivery and payment under this clause (ii)Buyer’s purchase obligation was executed.

Failure to Timely Deliver; Buy-In. If the Company fails to (i) issue and deliver (or cause to be delivered) to the Investor by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Investor that is free from all restrictive and other legends or (ii) credit the balance account of such Investor’s or such Investor’s nominee with DTC for such number of Conversion Shares so delivered to the Company, then, in addition to all other remedies available to such Investor, the Company shall pay in cash to such Investor on each day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 2% of the original principal amount of such Investor’s Note. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such InvestorBuyer’s or such InvestorBuyer’s nominee with DTC by the Required Delivery Date, and if on or after the Required Delivery Date such Investor (or any other Person in respect, or on behalf, of such Investor) Buyer purchases (in an open market transaction or otherwise) shares of Common Stock Ordinary Shares to deliver in satisfaction of a sale by such Investor Buyer of all or any portion of the number of shares of Common StockOrdinary Shares, or a sale of a number of shares of Common Stock Ordinary Shares equal to all or any portion of the number of shares of Common Stock, Ordinary Shares that such Investor so Buyer anticipated receiving from the Company without any restrictive legendlegend (a “Buy-In”), then, in addition to all other remedies available to such Investor, then the Company shall, (A) within three (3) Trading Days after the Holder’s request, honor its obligation to deliver to the Holder an unlegended certificate or certificates representing such Investor’s request Ordinary Shares or credit such Holder's balance account with DTC and in such Investor’s sole discretion, either (iB) pay cash to such Investor the Holder in an amount equal to such Investorthe excess (if any) of the Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock Ordinary Shares so purchased (including brokerage commissions including, without limitation, by any other Person in respect, or on behalf, of the Holder) over the product of (1) such number of Ordinary Shares which the Company failed to timely deliver as described above and other out-of-pocket expenses(2) the price at which the sell order giving rise to the Holder’s purchase obligation was executed. For example, if any) (the “Holder purchases Ordinary Shares having a total purchase price of $11,000 to cover a Buy-In Price”)with respect to Ordinary Shares with an aggregate sale price giving rise to such purchase obligation of $10,000, at which point under clause (B) of the Company’s obligation to so deliver such certificate or credit such Investor’s balance account shall terminate and such shares immediately preceding sentence the Company shall be cancelled, or (ii) promptly honor its obligation required to so deliver to such Investor a certificate or certificates or credit such Investor’s DTC account representing such number of shares of Common Stock that would have been so delivered if pay the Holder $1,000. The Holder shall provide the Company timely complied with its obligations hereunder and pay cash to such Investor in an amount equal written notice indicating the amounts payable to the excess (if any) Holder in respect of the Buy-In Price over the product of (A) such number of shares of Conversion Shares that the Company was required to deliver to such Investor by the Required Delivery Date multiplied by (B) the lowest Closing Sale Price (as define in the Note) and, upon request of the Common Stock on any Trading Day during the period commencing on the date Company, evidence of the delivery by such Investor to the Company of the applicable Conversion Shares and ending on the date amount of such delivery and payment under this clause (ii).loss

Failure to Timely Deliver; Buy-In. If the Company fails fails, for any reason or for no reason, to (i) issue and deliver (or cause to be delivered) to the Investor a Buyer (or its designee) by the Required Delivery Date Date, either (I) if the Transfer Agent is not participating in FAST, a certificate representing for the Securities so delivered number of Conversion Shares or Warrant Shares (as the case may be) to which such Buyer is entitled and register such Conversion Shares or Warrant Shares (as the Company by such Investor that case may be) on the Company’s share register or, if the Transfer Agent is free from all restrictive and other legends or (ii) participating in FAST, to credit the balance account of such Investor’s Buyer or such InvestorBuyer’s nominee designee with DTC for such number of Conversion Shares so delivered or Warrant Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above or (II) if the Registration Statement covering the resale of the Conversion Shares or Warrant Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above (the “Unavailable Shares”) is not available for the resale of such Unavailable Shares pursuant to its terms and the Company fails to promptly, but in no event later than as required pursuant to the CompanyRegistration Rights Agreement (x) so notify such Buyer and (y) deliver the Conversion Shares or Warrant Shares, as applicable, electronically without any restrictive legend by crediting such aggregate number of Conversion Shares or Warrant Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred as a “Notice Failure” and together with the event described in clause (I) above, a “Delivery Failure”), then, in addition to all other remedies available to such InvestorBuyer, the Company shall pay in cash to such Investor Buyer on each day after the Required Share Delivery Date that the issuance or credit of and during such shares is not timely effected Delivery Failure an amount equal to 21.5% of the original principal amount product of (A) the sum of the number of shares of Common Stock not issued to such Investor’s NoteBuyer on or prior to the Required Delivery Date and to which such Buyer is entitled, and (B) any trading price of the Common Stock selected by such Buyer in writing as in effect at any time during the period beginning on the date of the delivery by such Buyer to the Company of the applicable Conversion Shares or Warrant Shares (as the case may be) and ending on the applicable Share Delivery Date. In addition to the foregoing, if on or prior to the Required Delivery Date either (I) if the Transfer Agent is not participating in FAST, the Company fails shall fail to so properly issue and deliver a certificate to a Buyer and register such unlegended certificates or so properly shares of Common Stock on the Company’s share register or, if the Transfer Agent is participating in FAST, credit the balance account of such Investor’s Buyer or such InvestorBuyer’s nominee designee with DTC for the number of shares of Common Stock to which such Buyer submitted for legend removal by the Required Delivery Datesuch Buyer pursuant to Section 5(d) above (ii) below or (II) a Notice Failure occurs, and if on or after the Required Delivery Date such Investor (or any other Person in respect, or on behalf, of Trading Day such Investor) Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Investor of all or any portion of the number of shares of Common Stock, or a sale of a number Buyer of shares of Common Stock equal submitted for legend removal by such Buyer pursuant to all or any portion of the number of shares of Common Stock, Section 5(d) above that such Investor so anticipated receiving Buyer is entitled to receive from the Company without any restrictive legend(a “Buy-In”), then, in addition to all other remedies available to such Investor, then the Company shall, within three two (32) Trading Days after such InvestorBuyer’s request and in such InvestorBuyer’s sole discretion, either (i) pay cash to such Investor Buyer in an amount equal to such InvestorBuyer’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) , for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if anypurchased) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such InvestorBuyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Investor Buyer a certificate or certificates or credit the balance account of such InvestorBuyer or such Buyer’s designee with DTC account representing such number of shares of Common Stock that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to such Investor Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Investor Buyer by the Required Delivery Date multiplied by (B) the lowest Closing Sale Price (as define defined in the NoteWarrants) of the shares of Common Stock on any Trading Day during the period commencing on the date of the delivery by such Investor Buyer to the Company of the applicable Conversion Shares or Warrant Shares (as the case may be) and ending on the date of such delivery and payment under this clause (ii). Nothing shall limit such Xxxxx’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) as required pursuant to the terms hereof. Notwithstanding anything herein to the contrary, with respect to any given Notice Failure and/or Delivery Failure, this Section 5(e) shall not apply to the applicable Buyer the extent the Company has already paid such amounts in full to such Buyer with respect to such Notice Failure and/or Delivery Failure, as applicable, pursuant to the analogous sections of the Certificate of Designations or Warrant, as applicable, held by such Buyer.

Failure to Timely Deliver; Buy-In. If the Company fails to use its best efforts to (i) issue and deliver (or cause to be delivered) to the Investor a Buyer by the Required Delivery Date a certificate representing the Securities Conversion Shares or Warrant Shares required to be so delivered to by the Company by to such Investor Buyer that is free from all restrictive and other legends or (ii) credit the balance account of such InvestorBuyer’s or such InvestorBuyer’s nominee with DTC for such number of shares of Conversion Shares or Warrant Shares required to be so delivered to by the Company, then, in addition to all other remedies available to such InvestorBuyer, the Company shall pay in cash to such Investor Buyer on each day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 21% of the original principal amount initial Conversion Amount of such InvestorBuyer’s NoteSpecial Warrant. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such InvestorBuyer’s or such InvestorBuyer’s nominee with DTC by the Required Delivery Date, and if on or after the Required Delivery Date such Investor (or any other Person in respect, or on behalf, of such Investor) Buyer purchases (in an open market transaction or otherwise) shares of Common Stock Shares to deliver in satisfaction of a sale by such Investor of all or any portion of the number of shares Buyer of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, Shares that such Investor so Buyer anticipated receiving from the Company without any restrictive legendlegend (a “Buy-In”), then, in addition to all other remedies available to such Investor, then the Company shall, within three (3) Trading Days after such InvestorBuyer’s request and in such InvestorBuyer’s sole discretion, either (i) pay cash to such Investor Buyer in an amount equal to such InvestorBuyer’s total purchase price (including brokerage commissions and other out-of-pocket expensescommissions, if any) for the shares of Common Stock Shares so purchased (including brokerage commissions and other out-of-pocket expenses, if any) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such InvestorBuyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Investor Buyer a certificate or certificates or credit such InvestorBuyer’s DTC account representing such number of shares of Common Stock Shares that would have been so delivered issued if the Company timely complied with its obligations hereunder and pay cash to such Investor Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Investor Buyer by the Required Delivery Date multiplied by times (B) the lowest Closing Sale Price (as define in the Note) VWAP of the Common Stock on any Shares for the five (5) Trading Day during period immediately preceding the period commencing on the date of the delivery by such Investor to the Company of the applicable Conversion Shares and ending on the date of such delivery and payment under this clause (ii)Required Delivery Date.

Failure to Timely Deliver; Buy-In. If the Company fails to (i) issue and deliver (or cause to be delivered) to the Investor a Buyer by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Investor Buyer that is free from all restrictive and other legends or (ii) credit the balance account of such Investor’s Buyer's or such Investor’s Buyer's nominee with DTC for such number of Conversion Shares or Warrant Shares so delivered to the Company, then, in addition to all other remedies available to such InvestorBuyer, the Company shall pay in cash to such Investor Buyer on each day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 2% of the original principal amount of such Investor’s Buyer's Note. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such Investor’s Buyer's or such Investor’s Buyer's nominee with DTC by the Required Delivery Date, and if on or after the Required Delivery Date such Investor (or any other Person in respect, or on behalf, of such Investor) Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Investor of all or any portion of the number of shares of Common Stock, or a sale of a number Buyer of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, that such Investor so Buyer anticipated receiving from the Company without any restrictive legend, then, in addition to all other remedies available to such InvestorBuyer, the Company shall, within three (3) Trading Days after such Investor’s Buyer's request and in such Investor’s Buyer's sole discretion, either (i) pay cash to such Investor Buyer in an amount equal to such Investor’s Buyer's total purchase price (including brokerage commissions and other out-of-pocket expensescommissions, if any) for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if any) (the “"Buy-In Price”"), at which point the Company’s 's obligation to so deliver such certificate or credit such Investor’s Buyer's balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Investor Buyer a certificate or certificates or credit such Investor’s Buyer's DTC account representing such number of shares of Common Stock that would have been so delivered issued if the Company timely complied with its obligations hereunder and pay cash to such Investor Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Investor Buyer by the Required Delivery Date multiplied by times (B) the lowest Closing Sale Price (as define defined in the NoteWarrants) of the Common Stock on any the Trading Day during immediately preceding the period commencing on the date of the delivery by such Investor to the Company of the applicable Conversion Shares and ending on the date of such delivery and payment under this clause (ii)Required Delivery Date.

Failure to Timely Deliver; Buy-In. If the Company fails fails, for any reason or for no reason, to (i) issue and deliver (or cause to be delivered) to the Investor a Buyer (or its designee) by the Required Delivery Date Date, either (I) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, a certificate representing for the number of Conversion Shares or Warrant Shares (as the case may be) to which such Buyer is entitled and register such Conversion Shares or Warrant Shares (as the case may be) on the Company’s share register or, if the Transfer Agent is participating in the DTC Fast Automated Securities so delivered Transfer Program, to the Company by such Investor that is free from all restrictive and other legends or (ii) credit the balance account of such Investor’s Buyer or such InvestorBuyer’s nominee designee with DTC for such number of Conversion Shares so delivered or Warrant Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above or (II) if the Registration Statement covering the resale of the Conversion Shares or Warrant Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above (the “Unavailable Shares”) is not available for the resale of such Unavailable Shares and the Company fails to promptly, but in no event later than as required pursuant to the CompanyRegistration Rights Agreement (x) so notify such Buyer and (y) deliver the Conversion Shares or Warrant Shares, as applicable, electronically without any restrictive legend by crediting such aggregate number of Conversion Shares or Warrant Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred as a “Notice Failure” and together with the event described in clause (I) above, a “Delivery Failure”), then, in addition to all other remedies available to such InvestorBuyer, the Company shall pay in cash to such Investor Buyer on each day after the Required Share Delivery Date that the issuance or credit of and during such shares is not timely effected Delivery Failure an amount equal to 21.5% of the original principal amount product of (A) the sum of the number of shares of Common Stock not issued to such Investor’s NoteBuyer on or prior to the Required Delivery Date and to which such Buyer is entitled, and (B) any trading price of the Common Stock selected by such Buyer in writing as in effect at any time during the period beginning on the date of the delivery by such Buyer to the Company of the applicable Conversion Shares or Warrant Shares (as the case may be) and ending on the applicable Share Delivery Date. In addition to the foregoing, if on or prior to the Required Delivery Date either (I) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, the Company fails shall fail to so properly issue and deliver a certificate to a Buyer and register such unlegended certificates or so properly shares of Common Stock on the Company’s share register or, if the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, credit the balance account of such Investor’s Buyer or such InvestorBuyer’s nominee designee with DTC for the number of shares of Common Stock to which such Buyer submitted for legend removal by the Required Delivery Datesuch Buyer pursuant to Section 5(d) above (ii) below or (II) a Notice Failure occurs, and if on or after the Required Delivery Date such Investor (or any other Person in respect, or on behalf, of Trading Day such Investor) Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Investor of all or any portion of the number of shares of Common Stock, or a sale of a number Buyer of shares of Common Stock equal submitted for legend removal by such Buyer pursuant to all or any portion of the number of shares of Common Stock, Section 5(d) above that such Investor so anticipated receiving Buyer is entitled to receive from the Company without any restrictive legend(a “Buy-In”), then, in addition to all other remedies available to such Investor, then the Company shall, within three two (32) Trading Days after such InvestorBuyer’s request and in such InvestorBuyer’s sole discretion, either (i) pay cash to such Investor Buyer in an amount equal to such InvestorBuyer’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) , for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if anypurchased) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such InvestorBuyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Investor Buyer a certificate or certificates or credit the balance account of such InvestorBuyer or such Buyer’s designee with DTC account representing such number of shares of Common Stock that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to such Investor Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Investor Buyer by the Required Delivery Date multiplied by (B) the lowest Closing Sale Price (as define defined in the NoteWarrants) of the Common Stock on any Trading Day during the period commencing on the date of the delivery by such Investor Buyer to the Company of the applicable Conversion Shares or Warrant Shares (as the case may be) and ending on the date of such delivery and payment under this clause (ii). Nothing shall limit such Buyer’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) as required pursuant to the terms hereof. Notwithstanding anything herein to the contrary, with respect to any given Notice Failure and/or Delivery Failure, this Section 5(e) shall not apply to the applicable Buyer the extent the Company has already paid such amounts in full to such Buyer with respect to such Notice Failure and/or Delivery Failure, as applicable, pursuant to the analogous sections of the Note or Warrant, as applicable, held by such Buyer.

Failure to Timely Deliver; Buy-In. If the Company fails fails, for any reason or for no reason, to (i) issue and deliver (or cause to be delivered) to the Investor a Buyer (or its designee) by the Required Delivery Date Date, either (I) if the Transfer Agent is not participating in FAST, a certificate representing for the Securities so delivered number of Conversion Shares or Warrant Shares (as the case may be) to which such Buyer is entitled and register such Conversion Shares or Warrant Shares (as the Company by such Investor that case may be) on the Company’s share register or, if the Transfer Agent is free from all restrictive and other legends or (ii) participating in FAST, to credit the balance account of such Investor’s Buyer or such InvestorBuyer’s nominee designee with DTC for such number of Conversion Shares so delivered or Warrant Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above or (II) if the Registration Statement covering the resale of the Conversion Shares or Warrant Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above (the “Unavailable Shares”) is not available for the resale of such Unavailable Shares pursuant to its terms and the Company fails to promptly, but in no event later than as required pursuant to the CompanyRegistration Rights Agreement (x) so notify such Buyer and (y) deliver the Conversion Shares or Warrant Shares, as applicable, electronically without any restrictive legend by crediting such aggregate number of Conversion Shares or Warrant Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred as a “Notice Failure” and together with the event described in clause (I) above, a “Delivery Failure”), then, in addition to all other remedies available to such InvestorBuyer, the Company shall pay in cash to such Investor Buyer on each day after the Required Share Delivery Date that the issuance or credit of and during such shares is not timely effected Delivery Failure an amount equal to 21.5% of the original principal amount product of (A) the sum of the number of shares of Common Stock not issued to such Investor’s NoteBuyer on or prior to the Required Delivery Date and to which such Buyer is entitled, and (B) any trading price of the Common Stock selected by such Buyer in writing as in effect at any time during the period beginning on the date of the delivery by such Buyer to the Company of the applicable Conversion Shares or Warrant Shares (as the case may be) and ending on the applicable Share Delivery Date. In addition to the foregoing, if on or prior to the Required Delivery Date either (I) if the Transfer Agent is not participating in FAST, the Company fails shall fail to so properly issue and deliver a certificate to a Buyer and register such unlegended certificates or so properly shares of Common Stock on the Company’s share register or, if the Transfer Agent is participating in FAST, credit the balance account of such Investor’s Buyer or such InvestorBuyer’s nominee designee with DTC for the number of shares of Common Stock to which such Buyer submitted for legend removal by the Required Delivery Datesuch Buyer pursuant to Section 5(d) above (ii) below or (II) a Notice Failure occurs, and if on or after the Required Delivery Date such Investor (or any other Person in respect, or on behalf, of Trading Day such Investor) Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Investor of all or any portion of the number of shares of Common Stock, or a sale of a number Buyer of shares of Common Stock equal submitted for legend removal by such Buyer pursuant to all or any portion of the number of shares of Common Stock, Section 5(d) above that such Investor so anticipated receiving Buyer is entitled to receive from the Company without any restrictive legend(a “Buy-In”), then, in addition to all other remedies available to such Investor, then the Company shall, within three two (32) Trading Days after such InvestorBuyer’s request and in such InvestorBuyer’s sole discretion, either (i) pay cash to such Investor Buyer in an amount equal to such InvestorBuyer’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) , for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if anypurchased) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such InvestorBuyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Investor Buyer a certificate or certificates or credit the balance account of such InvestorBuyer or such Buyer’s designee with DTC account representing such number of shares of Common Stock that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to such Investor Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Investor Buyer by the Required Delivery Date multiplied by (B) the lowest Closing Sale Price (as define defined in the NoteWarrants) of the shares of Common Stock on any Trading Day during the period commencing on the date of the delivery by such Investor Buyer to the Company of the applicable Conversion Shares or Warrant Shares (as the case may be) and ending on the date of such delivery and payment under this clause (ii). Nothing shall limit such Bxxxx’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) as required pursuant to the terms hereof. Notwithstanding anything herein to the contrary, with respect to any given Notice Failure and/or Delivery Failure, this Section 5(e) shall not apply to the applicable Buyer the extent the Company has already paid such amounts in full to such Buyer with respect to such Notice Failure and/or Delivery Failure, as applicable, pursuant to the analogous sections of the Certificate of Designations or Warrant, as applicable, held by such Buyer.

Failure to Timely Deliver; Buy-In. If the Company fails to (i) issue and deliver (or cause to be delivered) to the Investor a Buyer by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Investor Buyer that is free from all restrictive and other legends or (ii) credit the balance account of such InvestorBuyer’s or such InvestorBuyer’s nominee with DTC for such number of Conversion Shares or Warrant Shares so delivered to the Company, then, in addition to all other remedies available to such Investor, the Company shall pay in cash to such Investor on each day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 2% of the original principal amount of such Investor’s Note. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such Investor’s or such Investor’s nominee with DTC by the Required Delivery Date, and if on or after the Required Delivery Date such Investor Buyer (or any other Person in respect, or on behalf, of such InvestorBuyer) purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Investor Buyer of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, that such Investor Buyer so anticipated receiving from the Company without any restrictive legend, then, in addition to all other remedies available to such InvestorBuyer, the Company shall, within three (3) Trading Days after such InvestorBuyer’s request and in such InvestorBuyer’s sole discretion, either (i) pay cash to such Investor Buyer in an amount equal to such InvestorBuyer’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if any) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such InvestorBuyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Investor Buyer a certificate or certificates or credit such InvestorBuyer’s DTC account representing such number of shares of Common Stock that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to such Investor Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Investor Buyer by the Required Delivery Date multiplied by (B) the lowest Closing Sale Price (as define defined in the NoteWarrants) of the Common Stock on any Trading Day during the period commencing on the date of the delivery by such Investor Buyer to the Company of the applicable Conversion Shares or Warrant Shares (as the case may be) and ending on the date of such delivery and payment under this clause (ii).

Failure to Timely Deliver; Buy-In. If the Company fails to (i) issue and deliver (or cause to be delivered) to the Investor a Buyer by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Investor Buyer that is free from all restrictive and other legends or (ii) credit the balance account of such InvestorBuyer’s or such InvestorBuyer’s nominee with DTC for such number of Conversion Shares or Warrant Shares so delivered to the Company, then, in addition to all other remedies available to such InvestorBuyer, the Company shall pay in cash to such Investor Buyer on each day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 21% of the original principal amount of such InvestorBuyer’s Note. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such InvestorBuyer’s or such InvestorBuyer’s nominee with DTC by the Required Delivery Date, and if on or after the Required Delivery Date such Investor (or any other Person in respect, or on behalf, of such Investor) Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Investor of all or any portion of the number of shares of Common Stock, or a sale of a number Buyer of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, that such Investor so Buyer anticipated receiving from the Company without any restrictive legend, then, in addition to all other remedies available to such InvestorBuyer, the Company shall, within three (3) Trading Days after such InvestorBuyer’s request and in such InvestorBuyer’s sole discretion, either (i) pay cash to such Investor Buyer in an amount equal to such InvestorBuyer’s total purchase price (including brokerage commissions and other out-of-pocket expensescommissions, if any) for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if any) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such InvestorBuyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Investor Buyer a certificate or certificates or credit such InvestorBuyer’s DTC account representing such number of shares of Common Stock that would have been so delivered issued if the Company timely complied with its obligations hereunder and pay cash to such Investor Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Investor Buyer by the Required Delivery Date multiplied by times (B) the lowest Closing Sale Price (as define defined in the NoteWarrants) of the Common Stock on any the Trading Day during immediately preceding the period commencing on the date of the delivery by such Investor to the Company of the applicable Conversion Shares and ending on the date of such delivery and payment under this clause (ii)Required Delivery Date.

Failure to Timely Deliver; Buy-In. If the Company fails to (i) fail, for any reason or for no reason, to issue and deliver (or cause to be delivered) to the Investor a Buyer (or its designee) by the Required Delivery Date Date, either (I) if the Transfer Agent is not participating in FAST, a certificate representing for the Securities so delivered number of Conversion Shares, Commitment Shares or Warrant Shares (as the case may be) to which such Buyer is entitled and register such Conversion Shares, Commitment Shares or Warrant Shares (as the Company by such Investor that case may be) on the Company’s share register or, if the Transfer Agent is free from all restrictive and other legends or (ii) participating in FAST, to credit the balance account of such Investor’s Buyer or such InvestorBuyer’s nominee designee with DTC for such number of Conversion Shares so delivered or Warrant Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above or (II) if the Registration Statement covering the resale of the Conversion Shares, Commitment Shares or Warrant Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above (the “Unavailable Shares”) is not available for the resale of such Unavailable Shares and the Company fails to promptly, but in no event later than as required pursuant to the CompanyRegistration Rights Agreement (x) so notify such Buyer and (y) deliver the Conversion Shares, Commitment Shares or Warrant Shares, as applicable, electronically without any restrictive legend by crediting such aggregate number of Conversion Shares, Commitment Shares or Warrant Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred as a “Notice Failure” and together with the event described in clause (I) above, a “Delivery Failure”), then, in addition to all other remedies available to such InvestorBuyer, the Company shall pay in cash to such Investor Buyer on each day after the Required Share Delivery Date that the issuance or credit of and during such shares is not timely effected Delivery Failure an amount equal to 2% of the original principal amount product of (A) the sum of the number of shares of Common Stock not issued to such Investor’s NoteBuyer on or prior to the Required Delivery Date and to which such Buyer is entitled, and (B) any trading price of the Common Stock selected by such Buyer in writing as in effect at any time during the period beginning on the date of the delivery by such Buyer to the Company of the applicable Conversion Shares, Commitment Shares or Warrant Shares (as the case may be) and ending on the applicable Share Delivery Date. In addition to the foregoing, if on or prior to the Required Delivery Date either (I) if the Transfer Agent is not participating in FAST, the Company fails shall fail to so properly issue and deliver a certificate to a Buyer and register such unlegended certificates or so properly shares of Common Stock on the Company’s share register or, if the Transfer Agent is participating in FAST, credit the balance account of such Investor’s Buyer or such InvestorBuyer’s nominee designee with DTC for the number of shares of Common Stock to which such Buyer submitted for legend removal by the Required Delivery Datesuch Buyer pursuant to Section 5(d) above (ii) below or (II) a Notice Failure occurs, and if on or after the Required Delivery Date such Investor (or any other Person in respect, or on behalf, of Trading Day such Investor) Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Investor of all or any portion of the number of shares of Common Stock, or a sale of a number Buyer of shares of Common Stock equal submitted for legend removal by such Buyer pursuant to all or any portion of the number of shares of Common Stock, Section 5(d) above that such Investor so anticipated receiving Buyer is entitled to receive from the Company without any restrictive legend(a “Buy-In”), then, in addition to all other remedies available to such Investor, then the Company shall, within three two (32) Trading Days after such InvestorBuyer’s request and in such InvestorBuyer’s sole discretion, either (i) pay cash to such Investor Buyer in an amount equal to such InvestorBuyer’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) , for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if anypurchased) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such InvestorBuyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Investor Buyer a certificate or certificates or credit the balance account of such InvestorBuyer or such Buyer’s designee with DTC account representing such number of shares of Common Stock that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to such Investor Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares, Commitment Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Investor Buyer by the Required Delivery Date multiplied by (B) the lowest Closing Sale Price (as define defined in the NoteWarrants) of the Common Stock on any Trading Day during the period commencing on the date of the delivery by such Investor Buyer to the Company of the applicable Conversion Shares, Commitment Shares or Warrant Shares (as the case may be) and ending on the date of such delivery and payment under this clause (ii). Nothing shall limit such Bxxxx’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) as required pursuant to the terms hereof. Notwithstanding anything herein to the contrary, with respect to any given Notice Failure and/or Delivery Failure, this Section 5(e) shall not apply to the applicable Buyer the extent the Company has already paid such amounts in full to such Buyer with respect to such Notice Failure and/or Delivery Failure, as applicable, pursuant to the analogous sections of the Note or Warrant, as applicable, held by such Buyer.

Failure to Timely Deliver; Buy-In. If the Company fails to (i) fail, for any reason or for no reason, to issue and deliver (or cause to be delivered) to the Investor a Buyer (or its designee) by the Required Delivery Date Date, either (I) if the Transfer Agent is not participating in FAST, a certificate representing for the Securities so delivered number of Conversion Shares or Warrant Shares (as the case may be) to which such Buyer is entitled and register such Conversion Shares or Warrant Shares (as the Company by such Investor that case may be) on the Company’s share register or, if the Transfer Agent is free from all restrictive and other legends or (ii) participating in FAST, to credit the balance account of such Investor’s Buyer or such InvestorBuyer’s nominee designee with DTC for such number of Conversion Shares so delivered or Warrant Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above or (II) if the Registration Statement covering the resale of the Conversion Shares or Warrant Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above (the “Unavailable Shares”) is not available for the resale of such Unavailable Shares and the Company fails to promptly, but in no event later than as required pursuant to the CompanyRegistration Rights Agreement (x) so notify such Buyer and (y) deliver the Conversion Shares or Warrant Shares, as applicable, electronically without any restrictive legend by crediting such aggregate number of Conversion Shares or Warrant Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred as a “Notice Failure” and together with the event described in clause (I) above, a “Delivery Failure”), then, in addition to all other remedies available to such InvestorBuyer, the Company shall pay in cash to such Investor Buyer on each day after the Required Share Delivery Date that the issuance or credit of and during such shares is not timely effected Delivery Failure an amount equal to 2% of the original principal amount product of (A) the sum of the number of shares of Common Stock not issued to such Investor’s NoteBuyer on or prior to the Required Delivery Date and to which such Buyer is entitled, and (B) any trading price of the Common Stock selected by such Buyer in writing as in effect at any time during the period beginning on the date of the delivery by such Buyer to the Company of the applicable Conversion Shares or Warrant Shares (as the case may be) and ending on the applicable Share Delivery Date. In addition to the foregoing, if on or prior to the Required Delivery Date either (I) if the Transfer Agent is not participating in FAST, the Company fails shall fail to so properly issue and deliver a certificate to a Buyer and register such unlegended certificates or so properly shares of Common Stock on the Company’s share register or, if the Transfer Agent is participating in FAST, credit the balance account of such Investor’s Buyer or such InvestorBuyer’s nominee designee with DTC for the number of shares of Common Stock to which such Buyer submitted for legend removal by the Required Delivery Datesuch Buyer pursuant to Section 5(d) above (ii) below or (II) a Notice Failure occurs, and if on or after the Required Delivery Date such Investor (or any other Person in respect, or on behalf, of Trading Day such Investor) Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Investor of all or any portion of the number of shares of Common Stock, or a sale of a number Buyer of shares of Common Stock equal submitted for legend removal by such Buyer pursuant to all or any portion of the number of shares of Common Stock, Section 5(d) above that such Investor so Buyer anticipated receiving from the Company without any restrictive legend(a “Buy-In”), then, in addition to all other remedies available to such Investor, then the Company shall, within three two (32) Trading Days after such InvestorBuyer’s request and in such InvestorBuyer’s sole discretion, either (i) pay cash to such Investor Buyer in an amount equal to such InvestorBuyer’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) , for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if anypurchased) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such InvestorBuyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Investor Buyer a certificate or certificates or credit the balance account of such InvestorBuyer or such Buyer’s designee with DTC account representing such number of shares of Common Stock that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to such Investor Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Investor Buyer by the Required Delivery Date multiplied by (B) the lowest Closing Sale Price (as define defined in the NoteWarrants) of the Common Stock on any Trading Day during the period commencing on the date of the delivery by such Investor Buyer to the Company of the applicable Conversion Shares or Warrant Shares (as the case may be) and ending on the date of such delivery and payment under this clause (ii). Nothing shall limit such Xxxxx’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) as required pursuant to the terms hereof. Notwithstanding anything herein to the contrary, with respect to any given Notice Failure and/or Delivery Failure, this Section 5(e) shall not apply to the applicable Buyer the extent the Company has already paid such amounts in full to such Buyer with respect to such Notice Failure and/or Delivery Failure, as applicable, pursuant to the analogous sections of the Note or Warrant, as applicable, held by such Buyer.

Failure to Timely Deliver; Buy-In. If the Company improperly fails to (i) issue and deliver (or cause remove the legend referred to be delivered) to the Investor in Section 4.05 by the Required Delivery Legend Removal Date a certificate representing the Securities so delivered to the Company by such Investor that is free from all restrictive and other legends or (ii) credit the balance account of such Investor’s or such Investor’s nominee with DTC for such number of Conversion Shares so delivered to the Company, then, in addition to all other remedies available to such Investor, the Company shall pay in cash to such Investor on each day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 2% of the original principal amount of such Investor’s Note. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such Investor’s or such Investor’s nominee with DTC by the Required Delivery Date, and if on or after the Business Day immediately following the Required Delivery Legend Removal Date such Investor the Purchaser (or any other Person in respect, or on behalf, of such InvestorPurchaser) purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Investor Purchaser of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, that such Investor Purchaser so anticipated receiving from the Company without any restrictive legend, then, in addition to all other remedies available to such InvestorPurchaser, the Company shall, within three five (35) Trading Business Days after such InvestorPurchaser’s request and in such InvestorPurchaser’s sole discretion, either (ix) pay cash to such Investor Purchaser in an amount equal to such InvestorPurchaser’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if any) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such InvestorPurchaser’s balance account shall terminate and such shares shall be cancelled, or (iiy) promptly honor its obligation to so deliver remove the legend referred to such Investor a certificate or certificates or credit such Investor’s DTC account representing in Section 4.05 from such number of shares of Common Stock that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to such Investor Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares that the Company was required to deliver to such Investor Purchaser by the Required Delivery Legend Removal Date multiplied by (B) the lowest Closing Sale Price (as define in the Note) closing sale price of the Common Stock on any Trading Business Day during the period commencing on the date of the delivery by such Investor Purchaser to the Company of the applicable Conversion Shares and ending on the date of such delivery and payment under this clause (iiy).

Failure to Timely Deliver; Buy-In. If the Company fails to, for any reason or for no reason, to (i) issue and deliver (or cause to be delivered) to the Investor a Buyer (or its designee) by the Required Delivery Date Date, either (I) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, a certificate representing for the number of Conversion Shares to which such Buyer is entitled and register such Conversion Shares on the Company’s share register or, if the Transfer Agent is participating in the DTC Fast Automated Securities so delivered Transfer Program, to the Company by such Investor that is free from all restrictive and other legends or (ii) credit the balance account of such Investor’s Buyer or such InvestorBuyer’s nominee designee with DTC for such number of Conversion Shares so delivered submitted for legend removal by such Buyer pursuant to Section 5(d) above or (II) if the Registration Statement covering the resale of the Conversion Shares submitted for legend removal by such Buyer pursuant to Section 5(d) above (the “Unavailable Shares”) is not available for the resale of such Unavailable Shares and the Company fails to promptly, but in no event later than as required pursuant to the CompanyRegistration Rights Agreement (x) so notify such Buyer and (y) deliver the Conversion Shares electronically without any restrictive legend by crediting such aggregate number of Conversion Shares submitted for legend removal by such Buyer pursuant to Section 5(d) above to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred as a “Notice Failure” and together with the event described in clause (I) above, a “Delivery Failure”), then, in addition to all other remedies available to such InvestorBuyer, the Company shall pay in cash to such Investor Buyer on each day after the Required Share Delivery Date that the issuance or credit of and during such shares is not timely effected Delivery Failure an amount equal to 21% of the original principal amount product of (A) the sum of the number of shares of Common Stock not issued to such Investor’s NoteBuyer on or prior to the Required Delivery Date and to which such Buyer is entitled, and (B) any trading price of the Common Stock selected by such Buyer in writing as in effect at any time during the period beginning on the date of the delivery by such Buyer to the Company of the applicable Conversion Shares and ending on the applicable Share Delivery Date. In addition to the foregoing, if on or prior to the Required Delivery Date either (I) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, the Company fails shall fail to so properly issue and deliver a certificate to a Buyer and register such unlegended certificates shares of Common Stock on the Company’s share register or, if the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program (and in the case of Conversion Shares, if they may then be resold by such Buyer pursuant to an effective resale registration statement or so properly in reliance on Rule 144 (if then available)), credit the balance account of such Investor’s Buyer or such InvestorBuyer’s nominee designee with DTC for the number of shares of Common Stock to which such Buyer submitted for legend removal by the Required Delivery Datesuch Buyer pursuant to Section 5(d) above (ii) below or (II) a Notice Failure occurs, and if on or after the Required Delivery Date such Investor (or any other Person in respect, or on behalf, of Trading Day such Investor) Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Investor of all or any portion of the number of shares of Common Stock, or a sale of a number Buyer of shares of Common Stock equal submitted for legend removal by such Buyer pursuant to all or any portion of the number of shares of Common Stock, Section 5(d) above that such Investor so anticipated receiving Buyer is entitled to receive from the Company without any restrictive legend(a “Buy-In”), then, in addition to all other remedies available to such Investor, then the Company shall, within three two (32) Trading Days after such InvestorBuyer’s request and in such InvestorBuyer’s sole discretion, either (i) pay cash to such Investor Buyer in an amount equal to such InvestorBuyer’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) , for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if anypurchased) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such InvestorBuyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Investor Buyer a certificate or certificates or credit the balance account of such InvestorBuyer or such Buyer’s designee with DTC account representing such number of shares of Common Stock that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to such Investor Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares that the Company was required to deliver to such Investor Buyer by the Required Delivery Date multiplied by (B) the lowest Closing Sale Price (as define defined in the NoteNotes) of the Common Stock on any Trading Day during the period commencing on the date of the delivery by such Investor Buyer to the Company of the applicable Conversion Shares and ending on the date of such delivery and payment under this clause (ii). Nothing shall limit such Buyer’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) as required pursuant to the terms hereof. Notwithstanding anything herein to the contrary, with respect to any given Notice Failure and/or Delivery Failure, this Section 5(e) shall not apply to the applicable Buyer the extent the Company has already paid such amounts in full to such Buyer with respect to such Notice Failure and/or Delivery Failure, as applicable, pursuant to the analogous sections of the Note held by such Buyer.

Failure to Timely Deliver; Buy-In. If the Company fails to (i) issue and deliver (or cause to be delivered) to the Investor by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Investor that is free from all restrictive and other legends or (ii) credit the balance account of such Investor’s or such Investor’s nominee with DTC for such number of Conversion Shares so delivered to the Company, then, in addition to all other remedies available to such Investor, the Company shall pay in cash to such Investor on each day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 2% of the original principal amount of such Investor’s Note. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such InvestorPurchaser’s or such InvestorPurchaser’s nominee with DTC by the Required Delivery Date, and if on or after the Required Delivery Date such Investor (or any other Person in respect, or on behalf, of such Investor) Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Investor of all or any portion of the number of shares of Common Stock, or a sale of a number Purchaser of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, that such Investor so Purchaser anticipated receiving from the Company without any restrictive legend, then, in addition to all other remedies available to such InvestorPurchaser, the Company shall, within three (3) Trading Days after such InvestorPurchaser’s request and in such InvestorPurchaser’s sole discretion, either (i) pay cash to such Investor Purchaser in an amount equal to such InvestorPurchaser’s total purchase price (including brokerage commissions and other out-of-pocket expensescommissions, if any) for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if any) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such InvestorPurchaser’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Investor Purchaser a certificate or certificates or credit such InvestorPurchaser’s DTC account representing such number of shares of Common Stock that would have been so delivered issued if the Company timely complied with its obligations hereunder and pay cash to such Investor Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Common Shares that the Company was required to deliver to such Investor Purchaser by the Required Delivery Date multiplied by times (B) the lowest Closing Sale Price (as define in the Note) of the Common Stock on any the Trading Day during immediately preceding the period commencing on the date of the delivery by such Investor to the Company of the applicable Conversion Shares and ending on the date of such delivery and payment under this clause (ii)Required Delivery Date.

Failure to Timely Deliver; Buy-In. If the Company fails to (i) issue and deliver (or cause to be delivered) to the Investor Buyer by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Investor Buyer that is free from all restrictive and other legends or (ii) credit the balance account of such InvestorBuyer’s or such InvestorBuyer’s nominee with DTC for such number of Conversion Shares or Warrant Shares so delivered to the Company, then, in addition to all other remedies available to such InvestorBuyer, the Company shall pay in cash to such Investor Buyer on each day Trading Day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 2% of the original principal amount product of such Investor(A) the number of shares of Common Stock not so delivered or credited (as the case may be) to Buyer or Buyer’s Notenominee multiplied by (B) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the Required Delivery Date. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such InvestorBuyer’s or such InvestorBuyer’s nominee with DTC by the Required Delivery Date, and if on or after the Required Delivery Date such Investor Buyer (or any other Person in respect, or on behalf, of such InvestorBuyer) purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Investor Buyer of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, that such Investor Buyer so anticipated receiving from the Company without any restrictive legend, then, in addition to all other remedies available to such InvestorBuyer, the Company shall, within three five (35) Trading Days after such InvestorBuyer’s request and in such InvestorBuyer’s sole discretion, either (i) pay cash to such Investor Buyer in an amount equal to such InvestorBuyer’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if any) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such InvestorBuyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Investor Buyer a certificate or certificates or credit such InvestorBuyer’s DTC account representing such number of shares of Common Stock that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to such Investor Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Investor Buyer by the Required Delivery Date multiplied by (B) the lowest Closing Sale Price (as define defined in the NoteWarrants) of the Common Stock on any Trading Day during the period commencing on the date of the delivery by such Investor Buyer to the Company of the applicable Conversion Shares or Warrant Shares (as the case may be) and ending on the date of such delivery and payment under this clause (ii).

Failure to Timely Deliver; Buy-In. If the Company fails to, for any reason or for no reason, to (i) issue and deliver (or cause to be delivered) to the Investor Buyer (or its designee) by the Required Delivery Date Date, either (I) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program or the Company’s securities are not DTC eligible, a certificate representing for the number of Note Conversion Shares, Warrant Conversion Shares, or Purchase Right Conversion Shares to which the Buyer is entitled and register such Note Conversion Shares, Warrant Conversion Shares, or Purchase Right Conversion Shares on the Company’s share register or, (II) if the Transfer Agent is participating in the DTC Fast Automated Securities so delivered Transfer Program, to the Company by such Investor that is free from all restrictive and other legends or (ii) credit the balance account of such Investorthe Buyer or the Buyer’s or such Investor’s nominee designee with DTC for such number of Note Conversion Shares, Warrant Shares, or Purchase Right Shares so delivered submitted for legend removal by the Buyer pursuant to Section 5(d) above (the Companyevent described in the immediately foregoing clause (I) above, thena “Delivery Failure”),then, in addition to all other remedies available to such Investorthe Buyer, the Company shall pay in cash to such Investor the Buyer on each day after the Required Share Delivery Date that the issuance or credit of and during such shares is not timely effected Delivery Failure an amount equal to 2% of the original principal amount product of such Investor’s Note(A) the sum of the number of shares of Common Stock not issued to the Buyer on or prior to the Required Delivery Date and to which the Buyer is entitled, and (B) any trading price of the Common Stock selected by the Buyer in writing as in effect at any time during the period beginning on the date of the delivery by the Buyer to the Company of the applicable Note Conversion Shares, Warrant Conversion Shares, or Purchase Right Conversion Shares and ending on the applicable Share Delivery Date. In addition to the foregoing, if on or prior to the Required Delivery Date either (I) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, the Company fails shall fail to so properly issue and deliver a certificate to the Buyer and register such unlegended certificates or so properly shares of Common Stock on the Company’s share register or, if the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, credit the balance account of such Investorthe Buyer or the Buyer’s or such Investor’s nominee designee with DTC for the number of shares of Common Stock to which the Buyer submitted for legend removal by the Required Buyer pursuant to Section 5(d) above (ii) below or (II) a Delivery DateFailure occurs, and if on or after such Trading Day the Required Delivery Date such Investor (or any other Person in respect, or on behalf, of such Investor) Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Investor of all or any portion of the number of shares of Common Stock, or a sale of a number Buyer of shares of Common Stock equal submitted for legend removal by the Buyer pursuant to all or any portion of Section 5(d) above that the number of shares of Common Stock, that such Investor so Buyer anticipated receiving from the Company without any restrictive legend(a “Buy-In”), then, in addition to all other remedies available to such Investor, then the Company shall, within three (3) Trading Business Days after such Investorthe Buyer’s request and in such Investorthe Buyer’s sole discretion, either (i) pay cash to such Investor the Buyer in an amount equal to such Investorthe Buyer’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) , for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if anypurchased) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such Investorthe Buyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Investor the Buyer a certificate or certificates or credit such Investorthe balance account of the Buyer or the Buyer’s designee with DTC account representing such number of shares of Common Stock that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to such Investor the Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Note Conversion Shares, Warrant Shares, or Purchase Right Shares that the Company was required to deliver to such Investor the Buyer by the Required Delivery Date multiplied by (B) the lowest Closing Sale Price (as define defined in the NoteNotes) of the Common Stock on any Trading Day during the period commencing on the date of the delivery by such Investor the Buyer to the Company of the applicable Note Conversion Shares, Warrant Shares, or Purchase Right Shares and ending on the date of such delivery and payment under this clause (ii). Nothing shall limit the Buyer’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) as required pursuant to the terms hereof. Notwithstanding anything herein to the contrary, with respect to any given Delivery Failure, this Section 5(e) shall not apply to the Buyer to the extent the Company has already paid such amounts in full to the Buyer with respect to such Delivery Failure, as applicable, pursuant to the analogous sections of the Note held by the Buyer.

Failure to Timely Deliver; Buy-In. If the Company fails to, for any reason or for no reason, to (i) issue and deliver (or cause to be delivered) to the Investor a Holder (or its designee) by the Required Delivery Date Date, either (I) if the Transfer Agent is not participating in FAST, a certificate representing for the Securities so delivered number of Conversion Shares or New Warrant Shares (as the case may be) to which such Holder is entitled and register such Conversion Shares or New Warrant Shares (as the Company by such Investor that case may be) on the Company’s share register or, if the Transfer Agent is free from all restrictive and other legends or (ii) participating in FAST, to credit the balance account of such Investor’s Holder or such InvestorHolder’s nominee designee with DTC for such number of Conversion Shares or New Warrant Shares (as the case may be) submitted for legend removal by such Holder pursuant to Section 24(d) above or (II) if a registration statement declared effective after the date hereof and covering the resale of the Conversion Shares and/or New Warrant Shares (as the case may be) submitted for legend removal by such Holder pursuant to Section 24(d) above (the “Unavailable Shares”) is not available for the resale of such Unavailable Shares and the Company fails to promptly (x) so delivered notify such Holder and (y) deliver the Conversion Shares or New Warrant Shares, as applicable, electronically without any restrictive legend by crediting such aggregate number of Conversion Shares or New Warrant Shares (as the case may be) submitted for legend removal by such Holder pursuant to Section 24(d) above to such Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal At Custodian system (the Companyevent described in the immediately foregoing clause (II) is hereinafter referred as a “Notice Failure” and together with the event described in clause (I) above, a “Delivery Failure”), then, in addition to all other remedies available to such InvestorHolder, the Company shall pay in cash to such Investor Holder on each day after the Required Share Delivery Date that the issuance or credit of and during such shares is not timely effected Delivery Failure an amount equal to 20.5% of the original principal amount product of (A) the sum of the number of shares of Common Stock not issued to such Investor’s NoteHolder on or prior to the Required Delivery Date and to which such Holder is entitled, and (B) the average closing price during the period beginning on the date of the delivery by such Holder to the Company of the applicable Conversion Shares or New Warrant Shares (as the case may be) and ending on the applicable Share Delivery Date. In addition to the foregoing, if on or prior to the Required Delivery Date either (I) if the Transfer Agent is not participating in FAST, the Company fails shall fail to so properly issue and deliver a certificate to a Holder and register such unlegended certificates or so properly shares of Common Stock on the Company’s share register or, if the Transfer Agent is participating in FAST, credit the balance account of such Investor’s Holder or such InvestorHolder’s nominee designee with DTC for the number of shares of Common Stock to which such Holder submitted for legend removal by the Required Delivery Datesuch Holder pursuant to Section 24(d) above (ii) below or (II) a Notice Failure occurs, and if on or after the Required Delivery Date such Investor (or any other Person in respect, or on behalf, of Trading Day such Investor) Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Investor of all or any portion of the number of shares of Common Stock, or a sale of a number Holder of shares of Common Stock equal submitted for legend removal by such Holder pursuant to all or any portion of the number of shares of Common Stock, Section 24(d) above that such Investor so anticipated receiving Holder is entitled to receive from the Company without any restrictive legend(a “Buy-In”), then, in addition to all other remedies available to such Investor, then the Company shall, within three (3) Trading Days after such InvestorHolder’s request and in such InvestorHolder’s sole discretion, either (i) pay cash to such Investor Holder in an amount equal to such InvestorHolder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) , for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if anypurchased) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such InvestorHolder’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Investor Holder a certificate or certificates or credit the balance account of such InvestorHolder or such Holder’s designee with DTC account representing such number of shares of Common Stock that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to such Investor Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares or New Warrant Shares (as the case may be) that the Company was required to deliver to such Investor Holder by the Required Delivery Date multiplied by (B) the lowest average Closing Sale Price (as define defined in the NoteNew Warrants) of the Common Stock on any Trading Day during the period commencing on the date of the delivery by such Investor Holder to the Company of the applicable Conversion Shares or New Warrant Shares (as the case may be) and ending on the date of such delivery and payment under this clause (ii). Nothing shall limit such Xxxxxx’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) as required pursuant to the terms hereof. Notwithstanding anything herein to the contrary, with respect to any given Notice Failure and/or Delivery Failure, this Section 24(e) shall not apply to the applicable Holder the extent the Company has already paid such amounts in full to such Holder with respect to such Notice Failure and/or Delivery Failure, as applicable, pursuant to the analogous sections of the New Note or New Warrant, as applicable, held by such Holder.

Failure to Timely Deliver; Buy-In. If the Company fails fails, for any reason or for no reason, to (i) issue and deliver (or cause to be delivered) to the Investor a Buyer (or its designee) by the Required Delivery Date Date, either (i) if the Transfer Agent is not participating in FAST, a certificate representing for the Securities so delivered number of Conversion Shares to which such Buyer is entitled and register such Conversion Shares on the Company by such Investor that Company’s share register or, if the Transfer Agent is free from all restrictive and other legends or (ii) participating in FAST, to credit the balance account of such Investor’s Buyer or such InvestorBuyer’s nominee designee with DTC for such number of Conversion Shares so delivered submitted for legend removal by such Buyer pursuant to Section 5(d) above, or (ii) if the Registration Statement covering the resale of the Conversion Shares submitted for legend removal by such Buyer pursuant to Section 5(d) above (the “Unavailable Shares”) is not available for the resale of such Unavailable Shares and the Company fails to promptly, but in no event later than as required pursuant to the CompanyRegistration Rights Agreement, to notify such Buyer and deliver the Conversion Shares electronically without any restrictive legend by crediting such aggregate number of Conversion Shares submitted for legend removal by such Buyer pursuant to Section 5(d) above to such Buyer’s or its designee’s balance account with DTC through its DWAC system (the event described in the immediately foregoing clause (ii) is hereinafter referred as a “Notice Failure” and together with the event described in clause (i) above, a “Delivery Failure”), then, in addition to all other remedies available to such InvestorBuyer, the Company shall pay in cash to such Investor Buyer on each day after the Required Share Delivery Date that the issuance or credit of and during such shares is not timely effected Delivery Failure an amount equal to two percent (2% %) of the original principal amount product of (A) the sum of the number of Ordinary Shares not issued to such Investor’s NoteBuyer on or prior to the Required Delivery Date and to which such Buyer is entitled, and (B) any trading price of the Ordinary Shares selected by such Buyer in writing as in effect at any time during the period beginning on the date of the delivery by such Buyer to the Company of the applicable Conversion Shares and ending on the applicable Share Delivery Date. In addition to the foregoing, if on or prior to the Required Delivery Date either (I) if the Transfer Agent is not participating in FAST, the Company fails shall fail to so properly issue and deliver a certificate to a Buyer and register such unlegended certificates or so properly Ordinary Shares on the Company’s share register or, if the Transfer Agent is participating in FAST, credit the balance account of such Investor’s Buyer or such InvestorBuyer’s nominee designee with DTC for the number of Ordinary Shares to which such Buyer submitted for legend removal by the Required Delivery Datesuch Buyer pursuant to Section 5(d) above (ii) below or (II) a Notice Failure occurs, and if on or after the Required Delivery Date such Investor (or any other Person in respect, or on behalf, of Trading Day such Investor) Buyer purchases (in an open market transaction or otherwise) shares of Common Stock Ordinary Shares to deliver in satisfaction of a sale by such Investor Buyer of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal Ordinary Shares submitted for legend removal by such Buyer pursuant to all or any portion of the number of shares of Common Stock, Section 5(d) above that such Investor so anticipated receiving Buyer is entitled to receive from the Company without any restrictive legend(a “Buy-In”), then, in addition to all other remedies available to such Investor, then the Company shall, within three two (32) Trading Days after such InvestorBuyer’s request and in such InvestorBuyer’s sole discretion, either (i) pay cash to such Investor Buyer in an amount equal to such InvestorBuyer’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) , for the shares of Common Stock Ordinary Shares so purchased (including brokerage commissions and other out-of-pocket expenses, if anypurchased) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such InvestorBuyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Investor Buyer a certificate or certificates or credit the balance account of such InvestorBuyer or such Buyer’s designee with DTC account representing such number of shares of Common Stock Ordinary Shares that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to such Investor Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares that the Company was required to deliver to such Investor Buyer by the Required Delivery Date multiplied by (B) the lowest Closing Sale Price (as define in the Note) of the Common Stock Ordinary Shares on any Trading Day during the period commencing on the date of the delivery by such Investor Buyer to the Company of the applicable Conversion Shares and ending on the date of such delivery and payment under this clause (ii). Nothing shall limit such Xxxxx’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing Ordinary Shares (or to electronically deliver such Ordinary Shares) as required pursuant to the terms hereof. Notwithstanding anything herein to the contrary, with respect to any given Notice Failure and/or Delivery Failure, this Section 5(e) shall not apply to the applicable Buyer the extent the Company has already paid such amounts in full to such Buyer with respect to such Notice Failure and/or Delivery Failure, as applicable, pursuant to the analogous sections of the Note held by such Buyer.

Failure to Timely Deliver; Buy-In. If the Company fails to (i) fail, for any reason or for no reason, to issue and deliver (or cause to be delivered) to the Investor a Buyer (or its designee) by the Required Delivery Date Date, either (I) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, a certificate representing for the number of Conversion Shares or Make-Whole Shares (as the case may be) to which such Buyer is entitled and register such Conversion Shares or Make-Whole Shares (as the case may be) on the Company’s share register or, if the Transfer Agent is participating in the DTC Fast Automated Securities so delivered Transfer Program, to the Company by such Investor that is free from all restrictive and other legends or (ii) credit the balance account of such Investor’s Buyer or such InvestorBuyer’s nominee designee with DTC for such number of Conversion Shares or Make-Whole Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above or (II) if the Registration Statement covering the resale of the Conversion Shares or Make-Whole Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above (the “Unavailable Shares”) is not available for the resale of such Unavailable Shares and the Company fails to promptly (x) so delivered notify such Buyer and (y) deliver the Conversion Shares or Make-Whole Shares, as applicable, electronically without any restrictive legend by crediting such aggregate number of Conversion Shares or Make-Whole Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal At Custodian system (the Companyevent described in the immediately foregoing clause (II) is hereinafter referred as a “Notice Failure” and together with the event described in clause (I) above, thena “Delivery Failure”),then, in addition to all other remedies available to such InvestorBuyer, the Company shall pay in cash to such Investor Buyer on each day after the Required Share Delivery Date that the issuance or credit of and during such shares is not timely effected Delivery Failure an amount equal to 2% of the original principal amount product of (A) the sum of the number of shares of Common Stock not issued to such Investor’s NoteBuyer on or prior to the Required Delivery Date and to which such Buyer is entitled, and (B) any trading price of the Common Stock selected by such Buyer in writing as in effect at any time during the period beginning on the date of the delivery by such Buyer to the Company of the applicable Conversion Shares or Make-Whole Shares (as the case may be) and ending on the applicable Share Delivery Date. In addition to the foregoing, if on or prior to the Required Delivery Date either (I) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, the Company fails shall fail to so properly issue and deliver a certificate to a Buyer and register such unlegended certificates or so properly shares of Common Stock on the Company's share register or, if the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, credit the balance account of such Investor’s Buyer or such InvestorBuyer’s nominee designee with DTC for the number of shares of Common Stock to which such Buyer submitted for legend removal by the Required Delivery Datesuch Buyer pursuant to Section 5(d) above (ii) below or (II) a Notice Failure occurs, and if on or after the Required Delivery Date such Investor (or any other Person in respect, or on behalf, of Trading Day such Investor) Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Investor of all or any portion of the number of shares of Common Stock, or a sale of a number Buyer of shares of Common Stock equal submitted for legend removal by such Buyer pursuant to all or any portion of the number of shares of Common Stock, Section 5(d) above that such Investor so Buyer anticipated receiving from the Company without any restrictive legend(a “Buy-In”), then, in addition to all other remedies available to such Investor, then the Company shall, within three (3) Trading Days after such InvestorBuyer’s request and in such InvestorBuyer’s sole discretion, either (i) pay cash to such Investor Buyer in an amount equal to such InvestorBuyer’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) , for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if anypurchased) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such InvestorBuyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Investor Buyer a certificate or certificates or credit the balance account of such InvestorBuyer or such Buyer’s designee with DTC account representing such number of shares of Common Stock that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to such Investor Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares or Make-Whole Shares (as the case may be) that the Company was required to deliver to such Investor Buyer by the Required Delivery Date multiplied by (B) the lowest Closing Sale Price (as define defined in the NoteNotes) of the Common Stock on any Trading Day during the period commencing on the date of the delivery by such Investor Buyer to the Company of the applicable Conversion Shares or Make-Whole Shares (as the case may be) and ending on the date of such delivery and payment under this clause (ii). Nothing shall limit such Buyer’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) as required pursuant to the terms hereof. Notwithstanding anything herein to the contrary, with respect to any given Notice Failure and/or Delivery Failure, this Section 5(e) shall not apply to the applicable Buyer the extent the Company has already paid such amounts in full to such Buyer with respect to such Notice Failure and/or Delivery Failure, as applicable, pursuant to the analogous sections of the Note held by such Buyer.

Failure to Timely Deliver; Buy-In. If the Company fails fails, for any reason or for no reason, to (i) issue and deliver (or cause to be delivered) to the Investor a Buyer (or its designee) by the Required Delivery Date Date, either (I) if the Transfer Agent is not participating in FAST, a certificate representing for the Securities so delivered number of Conversion Shares or Warrant Shares (as the case may be) to which such Buyer is entitled and register such Conversion Shares or Warrant Shares (as the Company by such Investor that case may be) on the Company’s share register or, if the Transfer Agent is free from all restrictive and other legends or (ii) participating in FAST, to credit the balance account of such Investor’s Buyer or such InvestorBuyer’s nominee designee with DTC for such number of Conversion Shares so delivered or Warrant Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above or (II) if the Company, then, in addition Registration Statement covering the resale of the Conversion Shares or Warrant Shares (as the case may be) submitted for legend removal by such Buyer pursuant to all other remedies Section 5(d) above (the “Unavailable Shares”) is not available to such Investor, for the Company shall pay in cash to such Investor on each day after the Required Delivery Date that the issuance or credit resale of such shares is not timely effected an amount equal to 2% of the original principal amount of such Investor’s Note. In addition to the foregoing, if Unavailable Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) so properly notify such Buyer and (y) deliver the Conversion Shares or Warrant Shares, as applicable, electronically without any restrictive legend by crediting such unlegended certificates aggregate number of Conversion Shares or so properly credit Warrant Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above to such Buyer’s or its designee’s balance account of such Investor’s or such Investor’s nominee with DTC by through its Deposit/Withdrawal At Custodian system (the Required event described in the immediately foregoing clause (II) is hereinafter referred as a “Notice Failure” and together with the event described in clause (I) above, a “Delivery DateFailure”), then, and if on or after the Required Delivery Date such Investor (or any other Person in respect, or on behalf, of Trading Day such Investor) Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Investor of all or any portion of the number of shares of Common Stock, or a sale of a number Buyer of shares of Common Stock equal submitted for legend removal by such Buyer pursuant to all or any portion of the number of shares of Common Stock, Section 5(d) above that such Investor so anticipated receiving Buyer is entitled to receive from the Company without any restrictive legend(a “Buy-In”), then, in addition to all other remedies available to such Investor, then the Company shall, within three two (32) Trading Days after such InvestorBuyer’s request and in such InvestorBuyer’s sole discretion, either (i) pay cash to such Investor Buyer in an amount equal to such InvestorBuyer’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) , for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if anypurchased) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such InvestorBuyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Investor Buyer a certificate or certificates or credit the balance account of such InvestorBuyer or such Buyer’s designee with DTC account representing such number of shares of Common Stock that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to such Investor Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Investor Buyer by the Required Delivery Date multiplied by (B) the lowest Closing Sale Price (as define defined in the NoteWarrants) of the Common Stock on any Trading Day during the period commencing on the date of the delivery by such Investor Buyer to the Company of the applicable Conversion Shares or Warrant Shares (as the case may be) and ending on the date of such delivery and payment under this clause (ii). Nothing shall limit such Bxxxx’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) as required pursuant to the terms hereof. Notwithstanding anything herein to the contrary, with respect to any given Notice Failure and/or Delivery Failure, this Section 5(e) shall not apply to the applicable Buyer the extent the Company has already paid such amounts in full to such Buyer with respect to such Notice Failure and/or Delivery Failure, as applicable, pursuant to the analogous sections of the Note or Warrant, as applicable, held by such Buyer.

Failure to Timely Deliver; Buy-In. If the Company fails to (i) issue and deliver (or cause to be delivered) to the Investor a Buyer by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Investor Buyer that is free from all restrictive and other legends or (ii) credit the balance account of such InvestorBuyer’s or such InvestorBuyer’s nominee with DTC for such number of Conversion shares of Common Shares or Warrant Shares so delivered to the Company, then, in addition to all other remedies available to such InvestorBuyer, the Company shall pay in cash to such Investor Buyer on each day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 2% of the original principal amount product of (A) the sum of the number of shares of Common Shares or Warrant Shares (as the case may be) not issued to such Investor’s NoteBuyer on a timely basis and to which such Buyer is entitled and (B) the VWAP (as defined below) of the shares of Common Stock for the five (5) Trading Day period immediately preceding the Required Delivery Date. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such InvestorBuyer’s or such InvestorBuyer’s nominee with DTC by the Required Delivery Date, and if on or after the Required Delivery Date such Investor (or any other Person in respect, or on behalf, of such Investor) Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Investor of all or any portion of the number of shares of Common Stock, or a sale of a number Buyer of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, that such Investor so Buyer anticipated receiving from the Company without any restrictive legendlegend (a “ Buy-In”), then, in addition to all other remedies available to such Investor, then the Company shall, within three (3) Trading Days after such InvestorBuyer’s request and in such InvestorBuyer’s sole discretion, either (i) pay cash to such Investor Buyer in an amount equal to such InvestorBuyer’s total purchase price (including brokerage commissions and other out-of-pocket expensescommissions, if any) for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if any) (the ““ Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such InvestorBuyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Investor Buyer a certificate or certificates or credit such InvestorBuyer’s DTC account representing such number of shares of Common Stock that would have been so delivered issued if the Company timely complied with its obligations hereunder and pay cash to such Investor Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Common Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Investor Buyer by the Required Delivery Date multiplied by times (B) the lowest Closing Sale Price (as define in the Note) average VWAP of the Common Stock on any for the five (5) Trading Day during period immediately preceding the period commencing on the date of the delivery by such Investor to the Company of the applicable Conversion Shares and ending on the date of such delivery and payment under this clause (ii)Required Delivery Date.

Failure to Timely Deliver; Buy-In. If the Company fails fails, for any reason or for no reason, to (i) issue and deliver (or cause to be delivered) to the Investor a Buyer (or its designee) by the Required Delivery Date Date, either (i) if the Transfer Agent is not participating in FAST, a certificate representing for the Securities so delivered number of Conversion Shares to which such Buyer is entitled and register such Conversion Shares on the Company by such Investor that Company’s share register or, if the Transfer Agent is free from all restrictive and other legends or (ii) participating in FAST, to credit the balance account of such Investor’s Buyer or such InvestorBuyer’s nominee designee with DTC for such number of Conversion Shares so delivered submitted for legend removal by such Buyer pursuant to Section 5(d) above, or (ii) if the Registration Statement covering the resale of the Conversion Shares submitted for legend removal by such Buyer pursuant to Section 5(d) above (the “Unavailable Shares”) is not available for the resale of such Unavailable Shares and the Company fails to promptly, but in no event later than as required pursuant to the CompanyRegistration Rights Agreement, to notify such Buyer and deliver the Conversion Shares electronically without any restrictive legend by crediting such aggregate number of Conversion Shares submitted for legend removal by such Buyer pursuant to Section 5(d) above to such Buyer’s or its designee’s balance account with DTC through its DWAC system (the event described in the immediately foregoing clause (ii) is hereinafter referred as a “Notice Failure” and together with the event described in clause (i) above, a “Delivery Failure”), then, in addition to all other remedies available to such InvestorBuyer, the Company shall pay in cash to such Investor Buyer on each day after the Required Share Delivery Date that the issuance or credit of and during such shares is not timely effected Delivery Failure an amount equal to two percent (2% %) of the original principal amount product of (A) the sum of the number of shares of Common Stock not issued to such Investor’s NoteBuyer on or prior to the Required Delivery Date and to which such Buyer is entitled, and (B) any trading price of the Common Stock selected by such Buyer in writing as in effect at any time during the period beginning on the date of the delivery by such Buyer to the Company of the applicable Conversion Shares and ending on the applicable Share Delivery Date. In addition to the foregoing, if on or prior to the Required Delivery Date either (I) if the Transfer Agent is not participating in FAST, the Company fails shall fail to so properly issue and deliver a certificate to a Buyer and register such unlegended certificates or so properly shares of Common Stock on the Company’s share register or, if the Transfer Agent is participating in FAST, credit the balance account of such Investor’s Buyer or such InvestorBuyer’s nominee designee with DTC for the number of shares of Common Stock to which such Buyer submitted for legend removal by the Required Delivery Datesuch Buyer pursuant to Section 5(d) above (ii) below or (II) a Notice Failure occurs, and if on or after the Required Delivery Date such Investor (or any other Person in respect, or on behalf, of Trading Day such Investor) Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Investor of all or any portion of the number of shares of Common Stock, or a sale of a number Buyer of shares of Common Stock equal submitted for legend removal by such Buyer pursuant to all or any portion of the number of shares of Common Stock, Section 5(d) above that such Investor so anticipated receiving Buyer is entitled to receive from the Company without any restrictive legend(a “Buy-In”), then, in addition to all other remedies available to such Investor, then the Company shall, within three one (31) Trading Days Day after such InvestorBuyer’s request and in such InvestorBuyer’s sole discretion, either (i) pay cash to such Investor Buyer in an amount equal to such InvestorBuyer’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) , for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if anypurchased) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such InvestorBuyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Investor Buyer a certificate or certificates or credit the balance account of such InvestorBuyer or such Buyer’s designee with DTC account representing such number of shares of Common Stock that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to such Investor Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares that the Company was required to deliver to such Investor Buyer by the Required Delivery Date multiplied by (B) the lowest Closing Sale Price (as define in the Note) of the Common Stock on any Trading Day during the period commencing on the date of the delivery by such Investor Buyer to the Company of the applicable Conversion Shares and ending on the date of such delivery and payment under this clause (ii). Nothing shall limit such Xxxxx’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) as required pursuant to the terms hereof. Notwithstanding anything herein to the contrary, with respect to any given Notice Failure and/or Delivery Failure, this Section 5(e) shall not apply to the applicable Buyer the extent the Company has already paid such amounts in full to such Buyer with respect to such Notice Failure and/or Delivery Failure, as applicable, pursuant to the analogous sections of the Note held by such Buyer.

Failure to Timely Deliver; Buy-In. If the Company fails fails, for any reason or for no reason, to (i) issue and deliver (or cause to be delivered) to the Investor a Buyer (or its designee) by the Required Delivery Date Date, either (I) if the Transfer Agent is not participating in FAST, a certificate representing for the Securities so delivered number of Conversion Shares or Shares (as the case may be) to which such Buyer is entitled and register such Conversion Shares or Shares (as the Company by such Investor that case may be) on the Company’s share register or, if the Transfer Agent is free from all restrictive and other legends or (ii) participating in FAST, to credit the balance account of such Investor’s Buyer or such InvestorBuyer’s nominee designee with DTC for such number of Conversion Shares so delivered or Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above or (II) if the Company, then, in addition Registration Statement covering the resale of the Conversion Shares or Shares (as the case may be) submitted for legend removal by such Buyer pursuant to all other remedies Section 5(d) above (the “Unavailable Shares”) is not available to such Investor, for the Company shall pay in cash to such Investor on each day after the Required Delivery Date that the issuance or credit resale of such shares is not timely effected an amount equal to 2% of the original principal amount of such Investor’s Note. In addition to the foregoing, if Unavailable Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) so properly notify such Buyer and (y) deliver the Conversion Shares or Shares, as applicable, electronically without any restrictive legend by crediting such unlegended certificates aggregate number of Conversion Shares or so properly credit Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above to such Buyer’s or its designee’s balance account of such Investor’s or such Investor’s nominee with DTC by through its Deposit/Withdrawal At Custodian system (the Required event described in the immediately foregoing clause (II) is hereinafter referred as a “Notice Failure” and together with the event described in clause (I) above, a “Delivery DateFailure”), then, and if on or after the Required Delivery Date such Investor (or any other Person in respect, or on behalf, of Trading Day such Investor) Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Investor of all or any portion of the number of shares of Common Stock, or a sale of a number Buyer of shares of Common Stock equal submitted for legend removal by such Buyer pursuant to all or any portion of the number of shares of Common Stock, Section 5(d) above that such Investor so anticipated receiving Buyer is entitled to receive from the Company without any restrictive legend(a “Buy-In”), then, in addition to all other remedies available to such Investor, then the Company shall, within three two (32) Trading Days after such InvestorBuyer’s request and in such InvestorBuyer’s sole discretion, either (i) pay cash to such Investor Buyer in an amount equal to such InvestorBuyer’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) , for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if anypurchased) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such InvestorBuyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Investor Buyer a certificate or certificates or credit the balance account of such InvestorBuyer or such Buyer’s designee with DTC account representing such number of shares of Common Stock that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to such Investor Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares or Shares (as the case may be) that the Company was required to deliver to such Investor Buyer by the Required Delivery Date multiplied by (B) the lowest Closing Sale Price (as define defined in the Notes) of the Common Stock on any Trading Day during the period commencing on the date of the delivery by such Investor Buyer to the Company of the applicable Conversion Shares or Shares (as the case may be) and ending on the date of such delivery and payment under this clause (ii). Nothing shall limit such Bxxxx’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) as required pursuant to the terms hereof. Notwithstanding anything herein to the contrary, with respect to any given Notice Failure and/or Delivery Failure, this Section 5(e) shall not apply to the applicable Buyer the extent the Company has already paid such amounts in full to such Buyer with respect to such Notice Failure and/or Delivery Failure, as applicable, pursuant to the analogous sections of the Note or , as applicable, held by such Buyer.

Failure to Timely Deliver; Buy-In. If the Company fails to (i) fail, for any reason or for no reason, to issue and deliver (or cause to be delivered) to the Investor a Buyer (or its designee) by the Required Delivery Date Date, either (I) if the Transfer Agent is not participating in FAST, a certificate representing for the Securities so delivered number of Conversion Shares, Common Shares or Warrant Shares (as the case may be) to which such Buyer is entitled and register such Conversion Shares, Common Shares or Warrant Shares (as the Company by such Investor that case may be) on the Company’s share register or, if the Transfer Agent is free from all restrictive and other legends or (ii) participating in FAST, to credit the balance account of such Investor’s Buyer or such InvestorBuyer’s nominee designee with DTC for such number of Conversion Shares so delivered or Warrant Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above or (II) if the Registration Statement covering the resale of the Conversion Shares, Common Shares or Warrant Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above (the “Unavailable Shares”) is not available for the resale of such Unavailable Shares and the Company fails to promptly, but in no event later than as required pursuant to the CompanyRegistration Rights Agreement (x) so notify such Buyer and (y) deliver the Conversion Shares, Common Shares or Warrant Shares, as applicable, electronically without any restrictive legend by crediting such aggregate number of Conversion Shares, Common Shares or Warrant Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred as a “Notice Failure” and together with the event described in clause (I) above, a “Delivery Failure”), then, in addition to all other remedies available to such InvestorBuyer, the Company shall pay in cash to such Investor Buyer on each day after the Required Share Delivery Date that the issuance or credit of and during such shares is not timely effected Delivery Failure an amount equal to 21% of the original principal amount product of (A) the sum of the number of shares of Common Stock not issued to such Investor’s NoteBuyer on or prior to the Required Delivery Date and to which such Buyer is entitled, and (B) any trading price of the Common Stock selected by such Buyer in writing as in effect at any time during the period beginning on the date of the delivery by such Buyer to the Company of the applicable Conversion Shares, Common Shares or Warrant Shares (as the case may be) and ending on the applicable Share Delivery Date. In addition to the foregoing, if on or prior to the Required Delivery Date either (I) if the Transfer Agent is not participating in FAST, the Company fails shall fail to so properly issue and deliver a certificate to a Buyer and register such unlegended certificates or so properly shares of Common Stock on the Company’s share register or, if the Transfer Agent is participating in FAST, credit the balance account of such Investor’s Buyer or such InvestorBuyer’s nominee designee with DTC for the number of shares of Common Stock to which such Buyer submitted for legend removal by the Required Delivery Datesuch Buyer pursuant to Section 5(d) above (ii) below or (II) a Notice Failure occurs, and if on or after the Required Delivery Date such Investor (or any other Person in respect, or on behalf, of Trading Day such Investor) Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Investor of all or any portion of the number of shares of Common Stock, or a sale of a number Buyer of shares of Common Stock equal submitted for legend removal by such Buyer pursuant to all or any portion of the number of shares of Common Stock, Section 5(d) above that such Investor so anticipated receiving Buyer is entitled to receive from the Company without any restrictive legend(a “Buy-In”), then, in addition to all other remedies available to such Investor, then the Company shall, within three two (32) Trading Days after such InvestorBuyer’s request and in such InvestorBuyer’s sole discretion, either (i) pay cash to such Investor Buyer in an amount equal to such InvestorBuyer’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) , for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if anypurchased) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such InvestorBuyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Investor Buyer a certificate or certificates or credit the balance account of such InvestorBuyer or such Buyer’s designee with DTC account representing such number of shares of Common Stock that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to such Investor Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares, Common Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Investor Buyer by the Required Delivery Date multiplied by (B) the lowest Closing Sale Price (as define defined in the NoteWarrants) of the Common Stock on any Trading Day during the period commencing on the date of the delivery by such Investor Buyer to the Company of the applicable Conversion Shares, Common Shares or Warrant Shares (as the case may be) and ending on the date of such delivery and payment under this clause (ii). Nothing shall limit such Buyer’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) as required pursuant to the terms hereof. Notwithstanding anything herein to the contrary, with respect to any given Notice Failure and/or Delivery Failure, this Section 5(e) shall not apply to the applicable Buyer the extent the Company has already paid such amounts in full to such Buyer with respect to such Notice Failure and/or Delivery Failure, as applicable, pursuant to the analogous sections of the Certificate of Designations or Warrant, as applicable, with respect to the Preferred Shares or Warrants, as applicable, then held by such Buyer.

Failure to Timely Deliver; Buy-In. If the Company fails to (i) fail, for any reason or for no reason, to issue and deliver (or cause to be delivered) to the Investor a Buyer (or its designee) by the Required Delivery Date Date, either (I) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, a certificate representing for the number of Conversion Shares or Warrant Shares (as the case may be) to which such Buyer is entitled and register such Conversion Shares or Warrant Shares (as the case may be) on the Company’s share register or, if the Transfer Agent is participating in the DTC Fast Automated Securities so delivered Transfer Program, to the Company by such Investor that is free from all restrictive and other legends or (ii) credit the balance account of such Investor’s Buyer or such InvestorBuyer’s nominee designee with DTC for such number of Conversion Shares or Warrant Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above or (II) if a registration statement covering the resale of the Conversion Shares or Warrant Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above (the “Unavailable Shares”) is not available for the resale of such Unavailable Shares and the Company fails to promptly (x) so delivered notify such Buyer and (y) deliver the Conversion Shares or Warrant Shares, as applicable, electronically without any restrictive legend by crediting such aggregate number of Conversion Shares or Warrant Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal At Custodian system (the Companyevent described in the immediately foregoing clause (II) is hereinafter referred as a “Notice Failure” and together with the event described in clause (I) above, a “Delivery Failure”), then, in addition to all other remedies available to such InvestorBuyer, the Company shall pay in cash to such Investor Buyer on each day after the Required Share Delivery Date that the issuance or credit of and during such shares is not timely effected Delivery Failure an amount equal to 2% of the original principal amount product of (A) the sum of the number of shares of Common Stock not issued to such Investor’s NoteBuyer on or prior to the Required Delivery Date and to which such Buyer is entitled, and (B) any trading price of the Common Stock selected by such Buyer in writing as in effect at any time during the period beginning on the date of the delivery by such Buyer to the Company of the applicable Conversion Shares or Warrant Shares (as the case may be) and ending on the applicable Share Delivery Date. In addition to the foregoing, if on or prior to the Required Delivery Date either (I) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, the Company fails shall fail to so properly issue and deliver a certificate to a Buyer and register such unlegended certificates or so properly shares of Common Stock on the Company's share register or, if the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, credit the balance account of such Investor’s Buyer or such InvestorBuyer’s nominee designee with DTC for the number of shares of Common Stock to which such Buyer submitted for legend removal by the Required Delivery Datesuch Buyer pursuant to Section 5(d) above (ii) below or (II) a Notice Failure occurs, and if on or after the Required Delivery Date such Investor (or any other Person in respect, or on behalf, of Trading Day such Investor) Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Investor of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal corresponding to all or any portion of the number of shares of Common Stock, Stock submitted for legend removal by such Buyer pursuant to Section 5(d) above that such Investor so anticipated receiving Buyer is entitled to receive from the Company without any restrictive legend(a “Buy-In”), then, in addition to all other remedies available to such Investor, then the Company shall, within three (3) Trading Days after such InvestorBuyer’s request and in such InvestorBuyer’s sole discretion, either (i) pay cash to such Investor Buyer in an amount equal to such InvestorBuyer’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) , for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if anypurchased) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such InvestorBuyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Investor Buyer a certificate or certificates or credit the balance account of such InvestorBuyer or such Buyer’s designee with DTC account representing such number of shares of Common Stock that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to such Investor Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Investor Buyer by the Required Delivery Date multiplied by (B) the lowest Closing Sale Price (as define defined in the NoteWarrants) of the Common Stock on any Trading Day during the period commencing on the date of the delivery by such Investor Buyer to the Company of the applicable Conversion Shares or Warrant Shares (as the case may be) and ending on the date of such delivery and payment under this clause (ii). Nothing shall limit such Buyer’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) as required pursuant to the terms hereof. Notwithstanding anything herein to the contrary, with respect to any given Notice Failure and/or Delivery Failure, this Section 5(e) shall not apply to the applicable Buyer the extent the Company has already paid such amounts in full to such Buyer with respect to such Notice Failure and/or Delivery Failure, as applicable, pursuant to the analogous sections of the Note or Warrant, as applicable, held by such Buyer.

Failure to Timely Deliver; Buy-In. If the Company fails on or prior to (i) issue and deliver (or cause to be delivered) to the Investor by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Investor shall fail to issue and deliver to a Purchaser proof that is the uncertificated Securities are free from all restrictive and other legends or (ii) a certificate or book entry statement and register such Common Shares on the Company's share register or, if the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, credit the balance account of such Investor’s Purchaser or such InvestorPurchaser’s nominee designee with DTC for such the number of Conversion Common Shares to which such Purchaser submitted for legend removal by such Purchaser pursuant to Section 5.14 above (and is so delivered entitled to the Company, then, in addition to all other remedies available to such Investor, the Company shall pay in cash to such Investor on each day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 2% of the original principal amount of such Investor’s Note. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such Investor’s or such Investor’s nominee with DTC by the Required Delivery Dateremoval), and if on or after the Required Delivery Date such Investor (or any other Person in respect, or on behalf, of Trading Day such Investor) Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock Shares to deliver in satisfaction of a sale by such Investor of all or any portion of the number of shares Purchaser of Common Stock, or a sale of a number of shares of Common Stock equal Shares submitted for legend removal by such Purchaser pursuant to all or any portion of Section 5.14 above that the number of shares of Common Stock, that such Investor so Purchaser anticipated receiving from the Company without any restrictive legend(a “Buy-In”), then, in addition to all other remedies available to such Investor, then the Company shall, within three (3) five Trading Days after such InvestorPurchaser’s request and in such Investorthe Company’s sole discretion, either (i) pay cash to such Investor Purchaser in an amount equal to such InvestorPurchaser’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) ), for the shares of Common Stock Shares so purchased (including brokerage commissions and other out-of-pocket expenses, if any) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or book entry statement (and to issue such unlegended Common Shares) or credit such InvestorPurchaser’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Investor Purchaser a certificate or certificates or book entry statements representing such Common Shares or credit the balance account of such InvestorPurchaser or such Purchaser’s designee with DTC account representing such number of shares of Common Stock Shares that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to such Investor Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Purchased Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Investor Purchaser by the Required Delivery Date multiplied by (B) the lowest Closing Sale Price sale price per Common Share that the Purchaser agreed to sell and for which unrestricted Common Shares the Purchaser anticipated receiving from the Company. Nothing shall limit such Purchaser’s right to pursue any other remedies available to it hereunder, in equity, such as a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates or book entry statements representing Common Shares (or to electronically deliver such Common Shares) as define required pursuant to the terms hereof. Notwithstanding anything herein to the contrary, this Section 5.15 shall not apply to the applicable Purchaser the extent the Company has already paid such amounts in the Note) full to such Purchaser pursuant to an analogous sections of the Common Stock on any Trading Day during the period commencing on the date of the delivery Warrant held by such Investor to the Company of the applicable Conversion Shares and ending on the date of such delivery and payment under this clause (ii)Purchaser.

Failure to Timely Deliver; Buy-In. If the Company fails to (i) issue and deliver (or cause to be delivered) to the Investor Lender by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Investor Lender that is free from all restrictive and other legends or (ii) credit the balance account of such Investor’s Lender or such Investor’s its nominee with DTC for such number of Conversion Shares so delivered to the Company, then, in addition to all other remedies available to such Investor, the Company shall pay in cash to such Investor on each day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 2% of the original principal amount of such Investor’s Note. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such Investor’s or such Investor’s nominee with DTC by the Required Delivery DateLender, and if on or after the Required Delivery Date such Investor (or any other Person in respect, or on behalf, of such Investor) Lender purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Investor of all or any portion of the number of shares of Common Stock, or a sale of a number Lender of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, that such Investor so Lender anticipated receiving from the Company without any restrictive legend, then, in addition to all other remedies available to such InvestorLender, the Company shall, within three (3) Trading Days after such InvestorLender’s request and in such InvestorLender’s sole discretion, either (i) pay cash to such Investor Lender in an amount equal to such InvestorLender’s total purchase price (including brokerage commissions and other out-of-pocket expensescommissions, if any) for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if any) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such InvestorLender’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Investor Lender a certificate or certificates or credit such InvestorLender’s DTC account representing such number of shares of Common Stock that would have been so delivered issued if the Company timely complied with its obligations hereunder and pay cash to such Investor Lender in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares (as the case may be) that the Company was required to deliver to such Investor Lender by the Required Delivery Date multiplied by times (B) the lowest Closing Sale Price (as define in the Note) closing sale price of the Common Stock on any the Trading Day during immediately preceding the period commencing on the date of the delivery by such Investor to the Company of the applicable Conversion Shares and ending on the date of such delivery and payment under this clause (ii)Required Delivery Date.

Failure to Timely Deliver; Buy-In. If the Company fails to (i) issue and deliver (or cause to be delivered) to the Investor a Buyer by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Investor Buyer that is free from all restrictive and other legends or (ii) credit the balance account of such InvestorBuyer’s or such InvestorBuyer’s nominee with DTC for such number of Conversion Shares or Warrant Shares so delivered to the Company, then, in addition to all other remedies available to such Investor, the Company shall pay in cash to such Investor on each day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 2% of the original principal amount of such Investor’s Note. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such Investor’s or such Investor’s nominee with DTC by the Required Delivery Date, and if on or after the Required Delivery Date such Investor (or any other Person in respect, or on behalf, of such Investor) Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Investor of all or any portion of the number of shares of Common Stock, or a sale of a number Buyer of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, that such Investor so Buyer anticipated receiving from the Company without any restrictive legend, then, in addition to all other remedies available to such InvestorBuyer, the Company shall, within three (3) Trading Days after such InvestorBuyer’s request and in such InvestorBuyer’s sole discretion, either (i) pay cash to such Investor Buyer in an amount equal to such InvestorBuyer’s total purchase price (including brokerage commissions and other out-of-pocket expensescommissions, if any) for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if any) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such InvestorBuyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Investor Buyer a certificate or certificates or credit such InvestorBuyer’s DTC account representing such number of shares of Common Stock that would have been so delivered issued if the Company timely complied with its obligations hereunder and pay cash to such Investor Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares, Interest Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Investor Buyer by the Required Delivery Date multiplied by times (B) the lowest Closing Sale Price (as define defined in the NoteWarrants) of the Common Stock on any Trading Day during the period commencing on the date of Trading Day immediately preceding the delivery by such Investor to the Company of the applicable Conversion Shares Required Delivery Date and ending on the date of such delivery issuance and payment under this clause (ii).

Failure to Timely Deliver; Buy-In. If After the Company is an issuer subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, if the Company fails to (i) issue and deliver (or cause to be delivered) to the Investor a Buyer by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Investor Buyer that is free from all restrictive and other legends or (ii) credit the balance account of such InvestorBuyer’s or such InvestorBuyer’s nominee with DTC for such number of Conversion Shares so delivered to the Company, then, in addition to all other remedies available to such InvestorBuyer, the Company shall pay in cash to such Investor Buyer on each day Business Day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 2% of the original principal amount product of (A) the number of shares of Common Stock not so delivered or credited (as the case may be) to such InvestorBuyer or such Buyer’s Notenominee multiplied by (B) the Closing Sale Price of the Common Stock on the trading day immediately preceding the Required Delivery Date. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such InvestorBuyer’s or such InvestorBuyer’s nominee with DTC by the Required Delivery Date, and if on or after the Required Delivery Date such Investor Buyer (or any other Person in respect, or on behalf, of such InvestorBuyer) purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Investor Buyer of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, that such Investor Buyer so anticipated receiving from the Company without any restrictive legend, then, in addition to all other remedies available to such InvestorBuyer, the Company shall, within three five (35) Trading Business Days after such InvestorBuyer’s request and in such InvestorBuyer’s sole discretion, either (i1) pay cash to such Investor Buyer in an amount equal to such InvestorBuyer’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if any) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such InvestorBuyer’s balance account shall terminate and such shares shall be cancelled, or (ii2) promptly honor its obligation to so deliver to such Investor Buyer a certificate or certificates or credit such InvestorBuyer’s DTC account representing such number of shares of Common Stock that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to such Investor Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (Aa) such number of shares of Conversion Shares that the Company was required to deliver to such Investor Buyer by the Required Delivery Date multiplied by (Bb) the lowest Closing Sale Price (as define in the Note) closing sale price of the Common Stock on any Trading Business Day during the period commencing on the date of the delivery by such Investor Buyer to the Company of the applicable Conversion Shares and ending on the date of such delivery and payment under this clause (ii2).

Failure to Timely Deliver; Buy-In. If the Company fails to (i) issue and deliver (or cause to be delivered) to the Investor a Purchaser by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Investor Purchaser that is free from all restrictive and other legends or (ii) credit the balance account of such InvestorPurchaser’s or such InvestorPurchaser’s nominee with DTC for such number of Conversion Underlying Shares so delivered to the Company, then, in addition to all other remedies available to such Investor, the Company shall pay in cash to such Investor on each day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 2% of the original principal amount of such Investor’s Note. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such Investor’s or such Investor’s nominee with DTC by the Required Delivery Date, and if on or after the Required Delivery Date such Investor (or any other Person in respect, or on behalf, of such Investor) Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Investor of all or any portion of the number of shares of Common Stock, or a sale of a number Purchaser of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, that such Investor so Purchaser anticipated receiving from the Company without any restrictive legend, then, in addition to all other remedies available to such InvestorPurchaser, the Company shall, within three (3) Trading Days after such InvestorPurchaser’s request and in such InvestorPurchaser’s sole discretion, either (i) pay cash to such Investor Purchaser in an amount equal to such InvestorPurchaser’s total purchase price (including brokerage commissions and other out-of-pocket expensescommissions, if any) for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if any) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such InvestorPurchaser’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Investor Purchaser a certificate or certificates or credit such InvestorPurchaser’s DTC account representing such number of shares of Common Stock that would have been so delivered issued if the Company timely complied with its obligations hereunder and pay cash to such Investor Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Underlying Shares (as the case may be) that the Company was required to deliver to such Investor Purchaser by the Required Delivery Date multiplied by times (B) the lowest Closing Sale Price (as define defined in the NoteWarrants) of the Common Stock on any the Trading Day during immediately preceding the period commencing on the date of the delivery by such Investor to the Company of the applicable Conversion Shares and ending on the date of such delivery and payment under this clause (ii)Required Delivery Date.

Failure to Timely Deliver; Buy-In. If the Company fails to (i) issue and deliver (or cause to be delivered) to the Investor by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Investor that is free from all restrictive and other legends or (ii) credit the balance account of such Investor’s or such Investor’s nominee with DTC for such number of Conversion Shares so delivered to the Company, then, in addition to all other remedies available to such Investor, the Company shall pay in cash to such Investor on each day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 2% of the original principal amount of such Investor’s Note. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such Investor’s or such Investor’s nominee with DTC by the Required Delivery Date, and if on or after the Required Delivery Date such Investor (or any other Person in respect, or on behalf, of such Investor) purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Investor of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, that such Investor so anticipated receiving from the Company without any restrictive legend, then, in addition to all other remedies available to such Investor, the Company shall, within three (3) Trading Days after such Investor’s request and in such Investor’s sole discretion, either (i) pay cash to such Investor in an amount equal to such Investor’s total purchase price (including brokerage commissions and other out-of-pocket ofpocket expenses, if any) for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if any) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such Investor’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Investor a certificate or certificates or credit such Investor’s DTC account representing such number of shares of Common Stock that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to such Investor in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares that the Company was required to deliver to such Investor by the Required Delivery Date multiplied by (B) the lowest Closing Sale Price (as define in the Note) of the Common Stock on any Trading Day during the period commencing on the date of the delivery by such Investor to the Company of the applicable Conversion Shares and ending on the date of such delivery and payment under this clause (ii).

Failure to Timely Deliver; Buy-In. If the Company fails to (i) issue and deliver (or cause to be delivered) to the Investor Buyer by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Investor Buyer that is free from all restrictive and other legends or (ii) credit the balance account of such InvestorBuyer’s or such InvestorBuyer’s nominee with DTC for such number of Conversion Shares Securities so delivered to the Company, then, in addition to all other remedies available to such InvestorBuyer, at the sole discretion of Buyer, the Company shall shall: (i) pay in cash to such Investor Buyer on each day Trading Day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 21% of the original principal amount product of such Investor’s Note. In addition (A) the number of shares of Common Stock not so delivered or credited (as the case may be) to the foregoing, if the Company fails to so properly deliver such unlegended certificates Buyer or so properly credit the balance account of such Investor’s or such InvestorBuyer’s nominee with DTC multiplied by (B) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the Required Delivery Date, and ; or (ii) if on or after the Required Delivery Date such Investor Date, Buyer (or any other Person in respect, or on behalf, of such InvestorBuyer) purchases (in an open market transaction or otherwise) shares of Common Stock (“Replacement Shares”) to deliver in satisfaction of a sale by such Investor Buyer of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, that such Investor Buyer so anticipated receiving from the Company without any restrictive legend, then, in addition to all other remedies available to such Investor, the Company shall, within three five (35) Trading Days after such InvestorBuyer’s request and in such InvestorBuyer’s sole discretion, either (ix) pay cash to such Investor Buyer in an amount equal to such InvestorBuyer’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if any) Replacement Shares (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such InvestorBuyer’s balance account shall terminate and such shares shall be cancelled, cancelled or (iiB) promptly honor its obligation to so deliver to such Investor Buyer a certificate or certificates or credit such InvestorBuyer’s DTC account representing such number of shares of Common Stock that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to such Investor Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A1) such number of shares of Conversion Shares Common Stock that the Company was required to deliver to such Investor Buyer by the Required Delivery Date multiplied by (B2) the lowest Closing Sale Price (as define in the Note) of the Common Stock on any Trading Day during the period commencing on the date of the delivery by such Investor to the Company of the applicable Conversion Buyer purchased Replacement Shares and ending on the date of such delivery and payment under this clause (ii).

Failure to Timely Deliver; Buy-In. If the Company fails to (i) issue and deliver (or cause to be delivered) to the Investor a Buyer by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Investor Buyer that is free from all restrictive and other legends or (ii) credit the balance account of such InvestorBuyer’s or such InvestorBuyer’s nominee with DTC for such number of Conversion Shares or Warrant Shares so delivered to the Company, then, in addition to all other remedies available to such InvestorBuyer, the Company shall pay in cash to such Investor Buyer on each day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 21% per month of the original principal amount of such InvestorBuyer’s Note. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such InvestorBuyer’s or such InvestorBuyer’s nominee with DTC by the Required Delivery Date, and if on or after the Required Delivery Date such Investor (or any other Person in respect, or on behalf, of such Investor) Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Investor Buyer of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, Stock that such Investor so Buyer anticipated receiving from the Company without any restrictive legend, then, in addition to all other remedies available to such InvestorBuyer, the Company shall, within three (3) Trading Days after such InvestorBuyer’s request and in such InvestorBuyer’s sole discretion, either (i) pay cash to such Investor Buyer in an amount equal to such InvestorBuyer’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if any) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such InvestorBuyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Investor Buyer a certificate or certificates or credit such InvestorBuyer’s DTC account representing such number of shares of Common Stock that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to such Investor Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Investor Buyer by the Required Delivery Date multiplied by (B) the lowest Closing Sale Price (as define defined in the NoteWarrants) of the Common Stock on any Trading Day during the period commencing on the date of the delivery by such Investor Buyer to the Company of the applicable Conversion Shares or Warrant Shares (as the case may be) and ending on the date of such delivery and payment under this clause (ii).

Failure to Timely Deliver; Buy-In. If the Company fails to (i) issue and deliver (or cause to be delivered) to the Investor a Purchaser by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Investor Purchaser that is free from all restrictive and other legends or (ii) credit the balance account of such Investor’s or such Investor’s nominee with DTC for such number of Conversion Shares so delivered to the Companylegends, then, in addition to all other remedies available to such InvestorPurchaser, the Company shall pay in cash to such Investor Purchaser on each day Trading Day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 21% of the original principal amount product of (A) the number of shares of Common Stock not so delivered or credited (as the case may be) to such InvestorPurchaser or such Purchaser’s Notenominee multiplied by (B) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the Required Delivery Date. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such Investor’s or such Investor’s nominee with DTC by the Required Delivery Date, and if on or after the Required Delivery Date such Investor Purchaser (or any other Person in respect, or on behalf, of such InvestorPurchaser) purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Investor Purchaser of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, that such Investor Purchaser so anticipated receiving from the Company without any restrictive legend, then, in addition to all other remedies available to such InvestorPurchaser, the Company shall, within three (3) Trading Days after such InvestorPurchaser’s request and in such InvestorPurchaser’s sole discretion, either (i) pay cash to such Investor Purchaser in an amount equal to such InvestorPurchaser’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if any) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such InvestorPurchaser’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Investor Purchaser a certificate or certificates or credit such Investor’s DTC account representing such number of shares of Common Stock that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to such Investor Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Note Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Investor Purchaser by the Required Delivery Date multiplied by (B) the lowest Closing Sale Price (as define defined in the NoteWarrants) of the Common Stock on any Trading Day during the period commencing on the date of the delivery by such Investor Purchaser to the Company of the applicable Conversion Note Shares or Warrant Shares (as the case may be) and ending on the date of such delivery and payment under this clause (ii).

Failure to Timely Deliver; Buy-In. If (x) the Company fails to (i) issue and deliver (or cause to be delivered) to the Investor Purchaser by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Investor the Purchaser that is free from all restrictive and other legends or (ii) credit the balance account of such Investorthe Purchaser’s or such Investorthe Purchaser’s nominee with DTC for such number of Conversion Shares or Warrant Shares so delivered to the Company, then, in addition to all other remedies available to such Investor, the Company shall pay in cash to such Investor on each day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 2% of the original principal amount of such Investor’s Note. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such Investor’s or such Investor’s nominee with DTC by the Required Delivery Date, and (y) if on or after the Required Delivery Date such Investor the Purchaser (or any other Person in respect, or on behalf, of such Investorthe Purchaser) purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Investor the Purchaser of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, that such Investor the Purchaser so anticipated receiving from the Company without any restrictive legend, then, in addition to all other remedies available to such Investorthe Purchaser, the Company shall, within three (3) Trading Days after such Investorthe Purchaser’s written request and in such Investor’s sole discretion, either (i) pay cash to such Investor the Purchaser in an amount equal to such Investorthe Purchaser’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if any) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such Investorthe Purchaser’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Investor the Purchaser a certificate or certificates or credit such Investorthe Purchaser’s DTC account representing such number of shares of Common Stock that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to such Investor the Purchaser in an amount equal to the excess (if any) of the Buy-In Price over minus the product of (A) such number of shares of Conversion Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Investor the Purchaser by the Required Delivery Date multiplied by (B) the lowest Closing Sale Price (as define defined in the NoteWarrant) of the Common Stock on any Trading Day during the period commencing on the date of the delivery by such Investor to the Company of the applicable Conversion Shares has so issued such delivered and ending on the date of made such delivery and payment in each case under this clause (ii).

Failure to Timely Deliver; Buy-In. If the Company fails to (i) issue and deliver (or cause to be delivered) to the Investor a Buyer by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Investor Buyer that is free from all restrictive and other legends or (ii) credit the balance account of such InvestorBuyer’s or such InvestorBuyer’s nominee with DTC for such number of Conversion shares of Common Shares or Warrant Shares so delivered to the Company, then, in addition to all other remedies available to such InvestorBuyer, the Company shall pay in cash to such Investor Buyer on each day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 21% of the original principal amount product of (A) the sum of the number of shares of Common Shares or Warrant Shares (as the case may be) not issued to such Investor’s NoteBuyer on a timely basis and to which such Buyer is entitled and (B) the Closing Sale Price (as defined in the Warrants) of the Common Stock on the Trading Day immediately preceding the Required Delivery Date. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such InvestorBuyer’s or such InvestorBuyer’s nominee with DTC by the Required Delivery Date, and if on or after the Required Delivery Date such Investor (or any other Person in respect, or on behalf, of such Investor) Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Investor of all or any portion of the number of shares of Common Stock, or a sale of a number Buyer of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, that such Investor so Buyer anticipated receiving from the Company without any restrictive legend, then, in addition to all other remedies available to such InvestorBuyer, the Company shall, within three (3) Trading Days after such InvestorBuyer’s request and in such InvestorBuyer’s sole discretion, either (i) pay cash to such Investor Buyer in an amount equal to such InvestorBuyer’s total purchase price (including brokerage commissions and other out-of-pocket expensescommissions, if any) for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if any) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such InvestorBuyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Investor Buyer a certificate or certificates or credit such InvestorBuyer’s DTC account representing such number of shares of Common Stock that would have been so delivered issued if the Company timely complied with its obligations hereunder and pay cash to such Investor Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Common Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Investor Buyer by the Required Delivery Date multiplied by times (B) the lowest Closing Sale Price (as define in the Note) of the Common Stock on any the Trading Day during immediately preceding the period commencing on the date of the delivery by such Investor to the Company of the applicable Conversion Shares and ending on the date of such delivery and payment under this clause (ii)Required Delivery Date.

Failure to Timely Deliver; Buy-In. If the Company fails to (i) issue and deliver (or cause to be delivered) to the Investor a Buyer by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Investor Buyer that is free from all restrictive and other legends or (ii) credit the balance account of such InvestorBuyer’s or such InvestorBuyer’s nominee with DTC for such number of Conversion Shares so delivered to the Company, then, in addition to all other remedies available to such Investor, the Company shall pay in cash to such Investor on each day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 2% of the original principal amount of such Investor’s Note. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such Investor’s or such Investor’s nominee with DTC by the Required Delivery Date, and if on or after the Required Delivery Date such Investor Buyer (or any other Person in respect, or on behalf, of such InvestorBuyer) purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Investor Buyer of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, Stock that such Investor so Buyer anticipated receiving from the Company without any restrictive legend, then, in addition to all other remedies available to such InvestorBuyer, the Company shall, within three (3) Trading Days after such InvestorBuyer’s request and in such InvestorBuyer’s sole discretion, either (iA) pay cash to such Investor Buyer in an amount equal to such InvestorBuyer’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if any) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such InvestorBuyer’s balance account shall terminate and such shares shall be cancelled, or (iiB) promptly honor its obligation to so deliver to such Investor Buyer a certificate or certificates or credit such InvestorBuyer’s DTC account representing such number of shares of Common Stock that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to such Investor Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (AI) such number of shares of Conversion Shares that the Company was required to deliver to such Investor Buyer by the Required Delivery Date multiplied by (BII) the lowest Closing Sale Price (as define defined in the NoteNotes) of the Common Stock on any Trading Day during the period commencing on the date of the delivery by such Investor Buyer to the Company of the applicable Conversion Shares and ending on the date of such delivery and payment under this clause (iiB).

Failure to Timely Deliver; Buy-In. If the Company fails to (i) issue and deliver (or cause to be delivered) to the Investor any Buyer by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Investor Buyer that is free from all restrictive and other legends or (ii) credit the balance account of such InvestorBuyer’s or such InvestorBuyer’s nominee with DTC for such number of Conversion Shares Securities so delivered to the Company, then, in addition to all other remedies available to such InvestorBuyer, at the sole discretion of such Buyer, the Company shall shall: (i) pay in cash to such Investor Buyer on each day Trading Day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 21% of the original principal amount product of (A) the number of Ordinary Shares not so delivered or credited (as the case may be) to such Investor’s Note. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates Buyer or so properly credit the balance account of such Investor’s or such InvestorBuyer’s nominee with DTC multiplied by (B) the Closing Sale Price of the Ordinary Shares on the Trading Day immediately preceding the Required Delivery Date, and ; or (ii) if on or after the Required Delivery Date Date, such Investor Buyer (or any other Person in respect, or on behalf, of such InvestorBuyer) purchases (in an open market transaction or otherwise) shares of Common Stock Ordinary Shares to deliver in satisfaction of a sale by such Investor Buyer of all or any portion of the number of shares of Common StockOrdinary Shares, or a sale of a number of shares of Common Stock Ordinary Shares equal to all or any portion of the number of shares of Common StockOrdinary Shares, that such Investor Buyer so anticipated receiving from the Company without any restrictive legend, then, in addition to all other remedies available to such Investor, the Company shall, within three five (35) Trading Days after such InvestorBuyer’s request and in such InvestorBuyer’s sole discretion, either (iA) pay cash to such Investor Buyer in an amount equal to such InvestorBuyer’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock Ordinary Shares so purchased (including brokerage commissions and other out-of-pocket expenses, if any) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such InvestorBuyer’s balance account shall terminate and such shares shall be cancelled, or (iiB) promptly honor its obligation to so deliver to such Investor Buyer a certificate or certificates or credit such InvestorBuyer’s DTC account representing such number of shares of Common Stock Ordinary Shares that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to such Investor Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A1) such number of shares of Conversion Ordinary Shares that the Company was required to deliver to such Investor Buyer by the Required Delivery Date multiplied by (B2) the lowest Closing Sale Price (as define defined in the NoteWarrants) of the Common Stock Ordinary Shares on any Trading Day during the period commencing on the date of the delivery by such Investor Buyer to the Company of the applicable Conversion Shares or Warrant Shares (as the case may be) and ending on the date of such delivery and payment under this clause (iiB).

Failure to Timely Deliver; Buy-In. If the Company fails to (i) issue and deliver (or cause to be delivered) to the Investor a Buyer by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Investor Buyer that is free from all restrictive and other legends or (ii) credit the balance account of such InvestorBuyer’s or such InvestorBuyer’s nominee with DTC for such number of Preferred Conversion Shares, Note Conversion Shares or Warrant Shares so delivered to the Company, then, in addition to all other remedies available to such InvestorBuyer, the Company shall pay in cash to such Investor Buyer on each day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 2% of the original principal amount of such Investor’s Note. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such Investor’s or such Investor’s nominee with DTC by the Required Delivery Date, and if on or after the Required Delivery Date such Investor (or any other Person in respect, or on behalf, of such Investor) Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Investor Buyer of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, Stock that such Investor so Buyer anticipated receiving from the Company without any restrictive legend, then, in addition to all other remedies available to such InvestorBuyer, the Company shall, within three (3) Trading Days after such InvestorBuyer’s request and in such InvestorBuyer’s sole discretion, either (i) pay cash to such Investor Buyer in an amount equal to such InvestorBuyer’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if any) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such InvestorBuyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Investor Buyer a certificate or certificates or credit such InvestorBuyer’s DTC account representing such number of shares of Common Stock that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to such Investor Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Preferred Conversion Shares, Note Conversion Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Investor Buyer by the Required Delivery Date multiplied by (B) the lowest Closing Sale Price (as define defined in the NoteWarrants) of the Common Stock on any Trading Day during the period commencing on the date of the delivery by such Investor Buyer to the Company of the applicable Preferred Conversion Shares, Note Conversion Shares or Warrant Shares (as the case may be) and ending on the date of such delivery and payment under this clause (ii).

Failure to Timely Deliver; Buy-In. If the Company fails to (i) issue and deliver (or cause to be delivered) to a Buyer by the Investor by second (2nd) Trading Day following the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Investor Buyer that is free from all restrictive and other legends or (ii) credit the balance account of such InvestorBuyer’s or such InvestorBuyer’s nominee with DTC for such number of Conversion shares of Common Shares or Warrant Shares so delivered to the Company, then, in addition to all other remedies available to such InvestorBuyer, the Company shall pay in cash to such Investor Buyer on each day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 21% of the original principal amount product of (A) the sum of the number of shares of Common Shares or Warrant Shares (as the case may be) not issued to such Investor’s NoteBuyer on a timely basis and to which such Buyer is entitled and (B) the Closing Sale Price (as defined in the Warrants) of the Common Stock on the Trading Day immediately preceding the Required Delivery Date. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such InvestorBuyer’s or such InvestorBuyer’s nominee with DTC by the Required Delivery Date, and if on or after the Required Delivery Date such Investor (or any other Person in respect, or on behalf, of such Investor) Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Investor of all or any portion of the number of shares of Common Stock, or a sale of a number Buyer of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, that such Investor so Buyer anticipated receiving from the Company without any restrictive legend, then, in addition to all other remedies available to such InvestorBuyer, the Company shall, within three (3) Trading Days after such InvestorBuyer’s request and in such InvestorBuyer’s sole discretion, either (i) pay cash to such Investor Buyer in an amount equal to such InvestorBuyer’s total purchase price (including brokerage commissions and other out-of-pocket expensescommissions, if any) for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if any) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such InvestorBuyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Investor Buyer a certificate or certificates or credit such InvestorBuyer’s DTC account representing such number of shares of Common Stock that would have been so delivered issued if the Company timely complied with its obligations hereunder and pay cash to such Investor Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Common Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Investor Buyer by the Required Delivery Date multiplied by times (B) the lowest Closing Sale Price (as define in the Note) of the Common Stock on any the Trading Day during immediately preceding the period commencing on the date of the delivery by such Investor to the Company of the applicable Conversion Shares and ending on the date of such delivery and payment under this clause (ii)Required Delivery Date.

Failure to Timely Deliver; Buy-In. If the Company fails to (i) issue and deliver (or cause to be delivered) to the Investor a Buyer by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Investor Buyer that is free from all restrictive and other legends or (ii) credit the balance account of such InvestorBuyer’s or such InvestorBuyer’s nominee with DTC for such number of Conversion Shares or Warrant Shares so delivered to the Company, then, in addition to all other remedies available to such Investor, the Company shall pay in cash to such Investor on each day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 2% of the original principal amount of such Investor’s Note. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such Investor’s or such Investor’s nominee with DTC by the Required Delivery Date, and if on or after the Required Delivery Date such Investor Buyer (or any other Person in respect, or on behalf, of such InvestorBuyer) purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Investor Buyer of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, that such Investor Buyer so anticipated receiving from the Company without any restrictive legend, then, in addition to all other remedies available to such InvestorBuyer, the Company shall, within three five (35) Trading Days (as defined in the Note) after such InvestorBuyer’s request and in such InvestorBuyer’s sole discretion, either (i) pay cash to such Investor Buyer in an amount equal to such InvestorBuyer’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if any) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such InvestorBuyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Investor Buyer a certificate or certificates or credit such InvestorBuyer’s DTC account representing such number of shares of Common Stock that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to such Investor Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Investor Buyer by the Required Delivery Date multiplied by (B) the lowest Closing Sale Price (as define defined in the NoteWarrants) of the Common Stock on any Trading Day during the period commencing on the date of the delivery by such Investor Buyer to the Company of the applicable Conversion Shares or Warrant Shares (as the case may be) and ending on the date of such delivery and payment under this clause (ii).