Common use of Company’s Failure to Timely Convert Clause in Contracts

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery Deadline, either (I)(1) if the Transfer Agent is not participating in FAST, to issue and deliver to the Holder (or its designee) a certificate for the number of Ordinary Shares to which the Holder is entitled and register such Ordinary Shares on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, to credit the account of the Holder (or its designee) with DTC for such number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion of this Note, as the case may be, or (II) if the Registration Statement covering the resale of the Ordinary Shares that are the subject of the Conversion Notice (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) so notify the Holder and (y) deliver the Ordinary Shares electronically without any restrictive legend by crediting such aggregate number of Ordinary Shares to which the Holder is entitled pursuant to such conversion to the Holder’s (or its designee’s) account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred to as a “Notice Failure” and together with the event described in clause (I) above, a “Conversion Failure”), then, in addition to all other remedies available to the Holder, (1) the Company shall pay in cash to the Holder on each day after such Share Delivery Deadline that the issuance of such Ordinary Shares is not timely effected an amount equal to 0.05% of the product of (x) the sum of the number of Ordinary Shares not issued to the Holder on or prior to the Share Delivery Deadline and to which the Holder is entitled, multiplied by (y) any trading price of the Ordinary Shares selected by the Holder in writing as in effect at any time during the period beginning on the applicable Conversion Date and ending on the applicable Share Delivery Deadline, and (2) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 3(c)(ii) or otherwise. In addition to the foregoing, if on or prior to the Share Delivery Deadline either (A)(1) if the Transfer Agent is not participating in FAST, the Company shall fail to issue and deliver to the Holder (or its designee) a certificate and register such Ordinary Shares on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, the Transfer Agent shall fail to credit the account of the Holder (or its designee) with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder or pursuant to the Company’s obligation pursuant to clause (II) below, or (B) a Notice Failure occurs, and if on or after such Share Delivery Deadline the Holder purchases (in an open market transaction or otherwise) Ordinary Shares corresponding to all or any portion of the number of Ordinary Shares issuable upon such conversion that the Holder is entitled to receive from the Company and has not received from the Company in connection with, or as a result of, such Conversion Failure or Notice Failure, as applicable (a “Buy-In”), then, in addition to all other remedies available to the Holder, the Company shall, within two (2) Business Days after receipt of the Holder’s request and in the Holder’s sole discretion, either: (I) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the Ordinary Shares so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such Ordinary Shares), or credit the account of such Holder (or its designee) with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) (and to issue such Ordinary Shares) shall terminate, or (II) promptly honor its obligation to so issue and deliver to the Holder a certificate representing such Ordinary Shares or credit the account of such Holder (or its designee) with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (x) such number of Ordinary Shares multiplied by (y) the lowest Closing Sale Price of the Ordinary Shares on any Trading Day during the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payment under this clause (II) (the “Buy-In Payment Amount”). Nothing in this Section 3(c)(ii) shall limit the Holder’s right to pursue any other remedies available to it hereunder, whether 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 a certificate representing Ordinary Shares, or to electronically deliver such Ordinary Shares, upon the conversion of this Note as required pursuant to the terms hereof.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery Deadline, either (I)(1I) either (x) prior to the Resale Eligibility Date or if the Transfer Agent is not participating in FASTthe DTC Fast Automated Securities Transfer Program, to issue and deliver to the Holder (or its designee) a certificate (if requested by the Holder) for the number of Ordinary Shares shares of Common Stock to which the Holder is entitled and register such Ordinary Shares shares of Common Stock on the Company’s share register orregister, or (2y) after the Resale Eligibility Date and if the Transfer Agent is participating in FASTthe DTC Fast Automated Securities Transfer Program, to credit the balance account of the Holder (or its designee) the Holder’s designee with DTC for such number of Ordinary Shares shares of Common Stock to which the Holder is entitled upon the Holder’s conversion of this Note, Note (as the case may be, ) or (II) if the a Registration Statement covering the resale of the Ordinary Shares shares of Common Stock that are the subject of the Conversion Notice (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) so notify the Holder and (y) deliver the Ordinary Shares shares of Common Stock electronically without any restrictive legend by crediting such aggregate number of Ordinary Shares shares of Common Stock to which the Holder is entitled pursuant to such conversion to the Holder’s (or its designee’s) ’s balance account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred to as a “Notice Failure” and together with the event described in clause (I) above, a “Conversion Failure”), then, in addition to all other remedies available to the Holder, (1) the Company shall pay in cash to the Holder on each day after such Share Delivery Deadline that the issuance of such Ordinary Shares shares of Common Stock is not timely effected an amount equal to 0.051% of the product of (xA) the sum of the number of Ordinary Shares shares of Common Stock not issued to the Holder on or prior to the Share Delivery Deadline and to which the Holder is entitled, multiplied by (yB) any trading price of the Ordinary Shares selected by the Holder in writing as in effect at any time during the period beginning Closing Bid Price on the applicable Conversion Date and ending on the applicable Share Delivery Deadline, and (2) on or prior to the second (2nd) Trading Day immediately following such Conversion Failure, the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 3(c)(ii) or otherwise. In addition to the foregoing, if on or prior to the Share Delivery Deadline and after the Resale Eligibility Date either (A)(1A) if the Transfer Agent is not participating in FASTthe DTC Fast Automated Securities Transfer Program, the Company shall fail to issue and deliver to the Holder (or its designee) a certificate and register such Ordinary Shares shares of Common Stock on the Company’s share register or, (2) if the Transfer Agent is participating in FASTthe DTC Fast Automated Securities Transfer Program, the Transfer Agent shall fail to credit the balance account of the Holder (or its designee) the Holder’s designee with DTC for the number of Ordinary Shares shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder or pursuant to the Company’s obligation pursuant to clause (II) below, below or (B) a Notice Failure occurs, and if on or after such Share Delivery Deadline the Holder purchases (in an open market transaction or otherwise) Ordinary Shares shares of Common Stock corresponding to all or any portion of the number of Ordinary Shares shares of Common Stock issuable upon such conversion that the Holder is entitled to receive from the Company and has not timely received from the Company in connection with, or as a result of, with such Conversion Failure or Notice Failure, as applicable (a “Buy-In”), then, in addition to all other remedies available to the Holder, the Company shall, within two (2) Business Days after receipt of the Holder’s request and in the Holder’s sole discretion, either: (I) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including reasonable brokerage commissions and other out-of-pocket expensescommissions, if any) for the Ordinary Shares shares of Common Stock so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such Ordinary Shares), shares of Common Stock) or credit the balance account of such Holder (or its such Holder’s designee) , as applicable, with DTC for the number of Ordinary Shares shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) (and to issue such Ordinary Sharesshares of Common Stock) shall terminate, or (II) promptly honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such Ordinary Shares shares of Common Stock or credit the balance account of such Holder (or its such Holder’s designee) , as applicable, with DTC for the number of Ordinary Shares shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (x) such number of Ordinary Shares shares of Common Stock multiplied by (y) the lowest Closing Sale Price price at which the Holder sold such shares of Common Stock in anticipation of the Ordinary Shares on any Trading Day during delivery thereof upon such applicable conversion (and if the period commencing on Holder shall not have sold such shares, the date price for purposes of the applicable Conversion Notice and ending on the date of such issuance and payment under this clause (IIy) shall equal the Buy-In Price divided by the number of shares of Common Stock described in the immediately preceding clause (x)) (the “Buy-In Payment Amount”). Nothing in this Section 3(c)(ii) shall limit the Holder’s right to pursue any other remedies available to it hereunder, whether 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 a certificate certificates representing Ordinary Shares, shares of Common Stock (or to electronically deliver such Ordinary Shares, shares of Common Stock) upon the conversion of this Note as required pursuant to the terms hereof. Notwithstanding anything herein to the contrary, with respect to any given Notice Failure and/or Conversion Failure, this Section 3(c)(ii) shall not apply to the Holder to the extent the Company has already paid such amounts in full to such Holder with respect to such Notice Failure and/or Conversion Failure, as applicable, pursuant to the analogous sections of the Securities Purchase Agreement.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery Deadline, either (I)(1) if the Transfer Agent is not participating in FAST, to issue and deliver to the Holder within three (3) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or its designee) otherwise), a certificate for the number of Ordinary Shares shares of Common Stock to which the Holder is entitled and register such Ordinary Shares shares of Common Stock on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, or to credit the account of the Holder (Holder’s or its designee) ’s balance account with DTC for such number of Ordinary Shares shares of Common Stock to which the Holder is entitled upon the Holder’s conversion of this Note, any Conversion Amount (as the case may be, or ) (II) if the Registration Statement covering the resale of the Ordinary Shares that are the subject of the Conversion Notice (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) so notify the Holder and (y) deliver the Ordinary Shares electronically without any restrictive legend by crediting such aggregate number of Ordinary Shares to which the Holder is entitled pursuant to such conversion to the Holder’s (or its designee’s) account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred to as a “Notice Failure” and together with the event described in clause (I) above, a “Conversion Failure”), then, in addition to all other remedies available to the Holder, (1) the Company shall pay in cash to the Holder on each day after such Share Delivery Deadline third (3rd) Trading Day that the issuance of such Ordinary Shares shares of Common Stock is not timely effected an amount equal to 0.050.5% of the product of (xA) the sum of the number of Ordinary Shares shares of Common Stock not issued to the Holder on or prior to the Share Delivery Deadline a timely basis and to which the Holder is entitled, entitled multiplied by (yB) any trading price the Closing Sale Price of the Ordinary Shares selected by Common Stock on the Trading Day immediately preceding the last possible date which the Company could have issued such shares of Common Stock to the Holder in writing as in effect at any time during the period beginning on the applicable Conversion Date and ending on the applicable Share Delivery Deadline, without violating Section 4(c)(i) and (2ii) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 3(c)(ii4(c)(iii) or otherwise. The Holder agrees, however, that the maximum aggregate damages payable to a Holder hereunder for a Conversion Failure shall be 2% of the amount determined pursuant to the formula set forth in the immediately preceding sentence. In addition to the foregoing, if on within three (3) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or prior to the Share Delivery Deadline either (A)(1) if the Transfer Agent is not participating in FASTotherwise), the Company shall fail to issue and deliver a certificate to the Holder (or its designee) a certificate and register such Ordinary Shares shares of Common Stock on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, the Transfer Agent shall fail to or credit the account of the Holder (Holder’s or its designee) ’s balance account with DTC for the number of Ordinary Shares shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder or pursuant to (as the Company’s obligation pursuant to clause (II) below, or (B) a Notice Failure occurscase may be), and if on or after such Share Delivery Deadline third (3rd) Trading Day the Holder purchases (in an open market transaction or otherwise) Ordinary Shares corresponding shares of Common Stock to all or any portion deliver in satisfaction of a sale by the number Holder of Ordinary Shares shares of Common Stock issuable upon such conversion that the Holder is entitled to receive anticipated receiving from the Company and has not received from the Company in connection with, or as a result of, such Conversion Failure or Notice Failure, as applicable (a “Buy-In”)Company, then, in addition to all other remedies available to the Holder, the Company shall, within two three (23) Business Days after receipt of the Holder’s request and in the Holder’s sole discretion, either: either (Ii) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the Ordinary Shares shares of Common Stock so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such Ordinary Shares)shares of Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such shares of Common Stock or credit the Holder’s balance account of such Holder (or its designee) with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) (and to issue such Ordinary Shares) shall terminate, or (II) promptly honor its obligation to so issue and deliver to the Holder a certificate representing such Ordinary Shares or credit the account shares of such Holder (or its designee) with DTC for the number of Ordinary Shares Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (xA) such number of Ordinary Shares shares of Common Stock multiplied by (yB) the lowest Closing Sale Price of the Ordinary Shares Common Stock on any the Trading Day during immediately preceding the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payment under this clause (II) (the “Buy-In Payment Amount”). Nothing in this Section 3(c)(ii) shall limit the Holder’s right to pursue any other remedies available to it hereunder, whether 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 a certificate representing Ordinary Shares, or to electronically deliver such Ordinary Shares, upon the conversion of this Note as required pursuant to the terms hereofDate.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery DeadlineDate, either (I)(1I)(A) if the Transfer Agent is not participating in FASTthe DTC Fast Automated Securities Transfer Program, no DTC Issuance Condition has been satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such shares of Common Stock, to issue and deliver to the Holder (or its designee) a certificate for the number of Ordinary Shares shares of Common Stock to which the Holder is entitled and register such Ordinary Shares shares of Common Stock on the Company’s share register or, or (2B) if the Transfer Agent is participating in FASTthe DTC Fast Automated Securities Transfer Program and a DTC Issuance Condition has been satisfied, to credit the balance account of the Holder (or its designee) the Holder’s designee with DTC for such number of Ordinary Shares shares of Common Stock to which the Holder is entitled upon the Holder’s conversion of this Note, Note pursuant to such conversion (as the case may be, ) or (II) if if, after the Effectiveness Date (as defined in the Registration Rights Agreement), the Registration Statement covering the resale of the Ordinary Shares shares of Common Stock that are the subject of the Conversion Notice (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares and the Holder is unable to sell such Unavailable Conversion Shares without restriction pursuant to Rule 144 (as defined in the Purchase Agreement) and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) so notify the Holder and (y) if a DTC Issuance Condition was otherwise satisfied, deliver the Ordinary Shares shares of Common Stock electronically without any restrictive legend by crediting such aggregate number of Ordinary Shares shares of Common Stock to which the Holder is entitled pursuant to such conversion to the Holder’s (or its designee’s) ’s balance account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred to as a “Notice Failure” and and, together with the event described in clause (I) above, a “Conversion Failure”), then, in addition to all other remedies available to the Holder, (1) the Company shall pay in cash to the Holder on each day after such Share Delivery Deadline Date that the issuance of such Ordinary Shares shares of Common Stock is not timely effected an amount equal to 0.050.5% of the product of (xA) the sum of the number of Ordinary Shares shares of Common Stock not issued to the Holder on or prior to the Share Delivery Deadline Date and to which the Holder is entitled, multiplied by (yB) any trading price of the Ordinary Shares Common Stock selected by the Holder in writing as in effect at any time during the period beginning on the applicable Conversion Date and ending on the applicable Share Delivery Deadline, Date and (2) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 3(c)(ii) or otherwise. In addition to the foregoing, if on or prior to the Share Delivery Deadline either (A)(1) Date if the Transfer Agent is not participating in FASTthe DTC Fast Automated Securities Transfer Program, the Company shall fail to issue and deliver to the Holder (or its designee) a certificate and register such Ordinary Shares shares of Common Stock on the Company’s share register or, (2) if the Transfer Agent is participating in FASTthe DTC Fast Automated Securities Transfer Program, the Transfer Agent shall fail to credit the balance account of the Holder (or its designee) the Holder’s designee with DTC for the number of Ordinary Shares shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder or pursuant to the Company’s obligation pursuant to clause (II) below, or (B) a Notice Failure occurs, and if on or after such Share Delivery Deadline Date the Holder purchases (in an open market transaction or otherwise) Ordinary Shares shares of Common Stock corresponding to all or any portion of the number of Ordinary Shares shares of Common Stock issuable upon such conversion that the Holder is entitled to receive from the Company and has not received from the Company in connection with, or as a result of, with such Conversion Failure or Notice Failure, as applicable (a “Buy-In”), then, in addition to all other remedies available to the Holder, the Company shall, within two (2) Business Days after receipt of the Holder’s request and in the Holder’s sole discretion, either: (I) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the Ordinary Shares shares of Common Stock so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such Ordinary Shares), shares of Common Stock) or credit the balance account of such Holder (or its such Holder’s designee) , as applicable, with DTC for the number of Ordinary Shares shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) (and to issue such Ordinary Sharesshares of Common Stock) shall terminate, or (II) promptly honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such Ordinary Shares shares of Common Stock or credit the balance account of such Holder (or its such Holder’s designee) , as applicable, with DTC for the number of Ordinary Shares shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (x) such number of Ordinary Shares shares of Common Stock multiplied by (y) the lowest Closing Sale Price of the Ordinary Shares Common Stock on any Trading Day during the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payment under this clause (II) (the “Buy-In Payment Amount”). Nothing in this Section 3(c)(ii) shall limit the Holder’s right to pursue any other remedies available to it hereunder, whether 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 a certificate certificates representing Ordinary Shares, shares of Common Stock (or to electronically deliver such Ordinary Shares, shares of Common Stock) upon the conversion of this Note as required pursuant to the terms hereof.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on to issue to a Purchaser within one (1) Trading Day after the Company’s receipt of a Conversion Notice (whether via email or prior to otherwise) (the applicable “Share Delivery Deadline”), either (I)(1) if the Transfer Agent is not participating in FAST, to issue and deliver to the Holder (or its designee) a certificate for the number of Ordinary shares of Common Shares to which the Holder such Purchaser is entitled and register such Ordinary shares of Common Shares on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, or to credit the account of the Holder (such Purchaser’s or its designee) ’s balance account with DTC for such number of Ordinary shares of Common Shares to which the Holder such Purchaser is entitled upon the Holdersuch Purchaser’s conversion of this Note, any Preferred Shares (each as the case may be, or ) (II) if the Registration Statement covering the resale of the Ordinary Shares that are the subject of the Conversion Notice (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) so notify the Holder and (y) deliver the Ordinary Shares electronically without any restrictive legend by crediting such aggregate number of Ordinary Shares to which the Holder is entitled pursuant to such conversion to the Holder’s (or its designee’s) account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred to as a “Notice Failure” and together with the event described in clause (I) above, a “Conversion Failure”), then, in addition to all other remedies available to the Holdersuch Purchaser, (1) the Company shall pay in cash to the Holder on each day after such Share Delivery Deadline that the issuance of such Ordinary Shares is not timely effected an amount equal to 0.05% of the product of (x) the sum of the number of Ordinary Shares not issued to the Holder on or prior to the Share Delivery Deadline and to which the Holder is entitled, multiplied by (y) any trading price of the Ordinary Shares selected by the Holder in writing as in effect at any time during the period beginning on the applicable Conversion Date and ending on the applicable Share Delivery Deadline, and (2) the HolderPurchaser, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (each as the case may be) any portion of this Note Preferred Shares that has have not been converted pursuant to such Purchaser’s Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to the terms of this Section 3(c)(ii) Certificate of Conversion Rights or otherwise. In addition to the foregoing, if on within one (1) Trading Day after the Company’s receipt of a Conversion Notice (whether via email or prior to the Share Delivery Deadline either (A)(1) if the Transfer Agent is not participating in FASTotherwise), the Company shall fail to issue and deliver to the Holder (or its designee) a certificate to such Purchaser and register such Ordinary shares of Common Shares on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, the Transfer Agent shall fail to or credit the account of the Holder (such Purchaser’s or its designee) ’s balance account with DTC for the number of Ordinary shares of Common Shares to which the Holder such Purchaser is entitled upon the Holdersuch Purchaser’s conversion hereunder or pursuant to (each as the Company’s obligation pursuant to clause (II) below, or (B) a Notice Failure occurscase may be), and if on or after such Share Delivery Deadline the Holder first (1st) Trading Day such Purchaser (or any other Person in respect, or on behalf, of such Purchaser) purchases (in an open market transaction or otherwise) Ordinary shares of Common Shares corresponding to deliver in satisfaction of a sale by such Purchaser of all or any portion of the number of shares of Common Shares, or a sale of a number of shares of Common Shares equal to all or any portion of the number of Ordinary Shares shares of Common Shares, issuable upon such conversion that the Holder is entitled to receive such Purchaser so anticipated receiving from the Company and has not received from the Company in connection with, or as a result of, such Conversion Failure or Notice Failure, as applicable (a “Buy-In”)Company, then, in addition to all other remedies available to the Holdersuch Purchaser, the Company shall, within two three (23) Business Trading Days after receipt such Purchaser’s request, which request shall include reasonable documentation of the Holder’s request all fees, costs and expenses, and in the Holdersuch Purchaser’s sole discretion, either: either (Ii) pay cash to the Holder such Purchaser in an amount equal to the Holdersuch Purchaser’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the Ordinary shares of Common Shares so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holdersuch Purchaser) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such Ordinary Shares), or credit the such Purchaser’s balance account of such Holder (or its designee) with DTC for the number of Ordinary shares of Common Shares to which the Holder such Purchaser is entitled upon the Holdersuch Purchaser’s conversion hereunder (each as the case may be) (and to issue such Ordinary shares of Common Shares) shall terminate, or (IIii) promptly honor its obligation to so issue and deliver to the Holder such Purchaser a certificate or certificates representing such Ordinary shares of Common Shares or credit the such Purchaser’s balance account of such Holder (or its designee) with DTC for the number of Ordinary shares of Common Shares to which the Holder such Purchaser is entitled upon the Holdersuch Purchaser’s conversion hereunder (each as the case may be) and pay cash to the Holder such Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (xA) such number of Ordinary shares of Common Shares multiplied by (yB) the lowest Closing Sale Price closing sale price of the Ordinary Common Shares on any Trading Day during the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payment under this clause (ii). Immediately following the voiding of a Conversion Notice as aforesaid, the Conversion Price of any Preferred Shares returned or retained by such Purchaser for failure to timely convert shall be adjusted to the lesser of (I) the Conversion Price relating to the voided Conversion Notice and (II) the lowest closing sale price of the Common Shares during the period beginning on the Conversion Date and ending on the date such Purchaser voided the Conversion Notice, subject to further adjustment as provided in this Certificate of Conversion Rights. In addition to Purchaser’s other available remedies, the Company shall pay to Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of shares of Common Shares (based on the “Buy-In Payment Amount”)aggregate Conversion Price of the Preferred Shares for which conversion had been requested, $10 per Trading Day for each Trading Day following the Share Delivery Deadline and increasing to $20 per Trading Day after the fifth Trading Day until such shares of Common Shares are delivered and registered. Nothing in this Section 3(c)(ii) herein shall limit the HolderPurchaser’s right to pursue any other actual damages for the Company failure to timely deliver certificates representing Common Shares as required hereby and Purchaser shall have the right to pursue all remedies available to it hereunder, whether at law or in equity, equity including, without limitation, a decree of specific performance and/or injunctive relief with respect relief. Further, in the event the Company refuses to honor any Conversion or makes it known it will not honor any Conversion (the Company’s failure “Conversion Default Date”), the Purchaser will be entitled to timely deliver a certificate representing Ordinary Sharesdamages at the higher of: (i) actual provable damages; or (ii) an amount determined as the product of N*H, or to electronically deliver such Ordinary Shares, where N is the number of shares that would have been issued upon the conversion of this Note the Preferred Shares held by the Purchaser on the Conversion Default Date and H is the average closing price of the Common Shares during the time the Company fails or refuses to honor any Conversion until such time as required pursuant the Purchaser elects to the terms hereofvoid its Conversion Notice.

Company’s Failure to Timely Convert. If the Company shall fail, fail for any reason or for no reason, reason on or prior to the applicable Share Delivery Deadline, either (I)(1) if the Transfer Agent is not participating in FAST, Date to issue and deliver a certificate to the Holder (or its designee) a certificate credit the Holder’s balance account with DTC, as required pursuant to the terms of Section 3(c)(i), for the number of Ordinary Shares to which the Holder is entitled and register such Ordinary Shares on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, to credit the account shares of the Holder (or its designee) with DTC for such number of Ordinary Shares Common Stock to which the Holder is entitled upon the Holder’s conversion of this Note, as the case may be, or any Conversion Amount (II) if the Registration Statement covering the resale of the Ordinary Shares that are the subject of the Conversion Notice (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) so notify the Holder and (y) deliver the Ordinary Shares electronically without any restrictive legend by crediting such aggregate number of Ordinary Shares to which the Holder is entitled pursuant to such conversion to the Holder’s (or its designee’s) account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred to as a “Notice Failure” and together with the event described in clause (I) above, a “Conversion Failure”), then, in addition to all other remedies available to the Holder, (1) the Company shall pay in cash to the Holder on each day after such Share Delivery Deadline that the issuance of such Ordinary Shares is not timely effected an amount equal to 0.05% of the product of (x) the sum of the number of Ordinary Shares not issued to the Holder on or prior to the Share Delivery Deadline and to which the Holder is entitled, multiplied by (y) any trading price of the Ordinary Shares selected by the Holder in writing as in effect at any time during the period beginning on the applicable Conversion Date and ending on the applicable Share Delivery Deadline, and (2) then the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (returned, as the case may be) , any portion of this Note that has not been converted pursuant to such Conversion Notice, ; provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 3(c)(ii) or otherwise. In addition to the foregoing, if the Company shall fail on or prior to the Share Delivery Deadline either (A)(1) Date to issue and deliver a certificate to the Holder, if the Transfer Agent is not participating in FAST, the Company shall fail to issue and deliver to DTC Fast Automated Securities Transfer Program or the Conversion Shares can then not be immediately sold or transferred by the Holder (pursuant to an effective registration statement or its designee) a certificate and register such Ordinary Shares on Rule 144, or credit the CompanyHolder’s share register orbalance account with DTC, (2) if the Transfer Agent is participating in FAST, the DTC Fast Automated Securities Transfer Agent shall fail to credit Program and the account of Conversion Shares can then be immediately sold or transferred by the Holder (pursuant to an effective registration statement or its designee) with DTC Rule 144, for the number of Ordinary Shares shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder of any Conversion Amount or pursuant to on any date of the Company’s obligation to deliver shares of Common Stock as contemplated pursuant to clause (IIy) below, or (B) a Notice Failure occurs, and if on or after such Share Delivery Deadline Trading Day the Holder purchases (in an open market transaction or otherwise) Ordinary Shares corresponding Common Stock to all or any portion deliver in satisfaction of a sale by the number Holder of Ordinary Shares Common Stock issuable upon such conversion that the Holder is entitled to receive anticipated receiving from the Company and has not received from the Company in connection with, or as a result of, such Conversion Failure or Notice Failure, as applicable (a “Buy-In”), then, in addition to all other remedies available to the Holder, then the Company shall, within two three (23) Business Trading Days after receipt of the Holder’s request and in the Holder’s sole discretion, either: either (Ix) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the Ordinary Shares shares of Common Stock so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such Ordinary Shares), or credit the Holder’s balance account of such Holder (or its designee) with DTC for the number shares of Ordinary Shares Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as of the case may be) (and to issue such Ordinary Shares) applicable Conversion Amount shall terminate, or (IIy) promptly honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such Ordinary Shares shares of Common Stock or credit the account of such Holder (or its designee) with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder (balance account with DTC, as required pursuant to the case may be) terms of Section 3(c)(i), for such shares of Common Stock and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (xA) such number of Ordinary Shares multiplied by shares of Common Stock, times (yB) the lowest Closing Sale Price of the Ordinary Shares on any Trading Day during the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payment under this clause (II) (the “Buy-In Payment Amount”Price (including brokerage commissions and other out-of-pocket expenses, if any). Nothing in this Section 3(c)(ii) shall limit the Holder’s right to pursue any other remedies available to it hereunder, whether 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 a certificate certificates representing Ordinary Shares, shares of Common Stock (or to electronically deliver such Ordinary Shares, shares of Common Stock) upon the conversion of this Note as required pursuant to the terms hereof.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to issue to the applicable Holder within three (3) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise) (the “Share Delivery Deadline”), either (I)(1) if the Transfer Agent is not participating in FAST, to issue and deliver to the Holder (or its designee) a certificate for the number of Ordinary Shares shares of Common Stock to which the Holder is entitled and register such Ordinary Shares shares of Common Stock on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, or to credit the account of the Holder (Holder’s or its designee) ’s balance account with DTC for such number of Ordinary Shares shares of Common Stock to which the Holder is entitled upon the Holder’s conversion of this Note, any Conversion Amount (as the case may be, or (II) if the Registration Statement covering the resale of the Ordinary Shares that are the subject of the Conversion Notice (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) so notify the Holder and (y) deliver the Ordinary Shares electronically without any restrictive legend by crediting such aggregate number of Ordinary Shares to which the Holder is entitled pursuant to such conversion to the Holder’s (or its designee’s) account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred to as a “Notice Failure” and together with the event described in clause (I) above, a “Conversion Failure”), then, in addition to all other remedies available to the Holder, (1) the Company shall pay in cash to the Holder on each day after such Share Delivery Deadline that the issuance of such Ordinary Shares is not timely effected an amount equal to 0.05% of the product of (x) the sum of the number of Ordinary Shares not issued to the Holder on or prior to the Share Delivery Deadline and to which the Holder is entitled, multiplied by (y) any trading price of the Ordinary Shares selected by the Holder in writing as in effect at any time during the period beginning on the applicable a “Conversion Date and ending on the applicable Share Delivery Deadline, and (2) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 3(c)(ii) or otherwise. In addition to the foregoing, if on or prior to the Share Delivery Deadline either (A)(1) if the Transfer Agent is not participating in FAST, the Company shall fail to issue and deliver to the Holder (or its designee) a certificate and register such Ordinary Shares on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, the Transfer Agent shall fail to credit the account of the Holder (or its designee) with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder or pursuant to the Company’s obligation pursuant to clause (II) below, or (B) a Notice Failure occursFailure”), and if on or after such Share Delivery Deadline the Holder purchases (in an open market transaction or otherwise) Ordinary Shares corresponding shares of Common Stock to all or any portion deliver in satisfaction of a sale by the number Holder of Ordinary Shares shares of Common Stock issuable upon such conversion that the Holder is entitled to receive anticipated receiving from the Company and has not received from the Company in connection with, or as a result of, such Conversion Failure or Notice Failure, as applicable (a “Buy-In”)Company, then, in addition to all other remedies available to the Holder, the Company shall, within two three (23) Business Days after receipt of the Holder’s request and in the Holder’s sole discretion, either: either (Ii) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the Ordinary Shares shares of Common Stock so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such Ordinary Shares)shares of Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such shares of Common Stock or credit the Holder’s balance account of such Holder (or its designee) with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) (and to issue such Ordinary Shares) shall terminate, or (II) promptly honor its obligation to so issue and deliver to the Holder a certificate representing such Ordinary Shares or credit the account shares of such Holder (or its designee) with DTC for the number of Ordinary Shares Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (xA) such number of Ordinary Shares shares of Common Stock multiplied by (yB) the lowest Closing Sale Price closing bid price of a share of Common Stock on Conversion Date. Furthermore, if the Ordinary Shares on Company fails for any reason to deliver to the Holder such certificate or certificates pursuant to this Section by the Share Delivery Deadline, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each one thousand dollars ($1,000) of principal amount being converted, ten dollars ($10) per Trading Day during the period commencing (increasing to twenty dollars ($20) per Trading Day on the date of the applicable Conversion Notice and ending on the date of fifth (5th) Trading Day after such issuance and payment under this clause (IIliquidated damages begin to accrue) (the “Buy-In Payment Amount”)for each Trading Day after such Share Delivery Deadline until such certificates are delivered or Holder rescinds such conversion. Nothing in this Section 3(c)(ii) herein shall limit the a Holder’s right to pursue any other actual damages or declare an Event of Default pursuant to Section 4 hereof for the Company’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, whether at law or in equity, equity including, without limitation, a decree of specific performance and/or injunctive relief with respect relief. The exercise of any such rights shall not prohibit the Holder from seeking to the Company’s failure to timely deliver a certificate representing Ordinary Shares, or to electronically deliver such Ordinary Shares, upon the conversion of this Note as required enforce damages pursuant to the terms hereofany other Section hereof or under applicable law.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery Deadline, either (I)(1) if the Transfer Agent is not participating in FAST, to issue and deliver to the Holder within three (3) Trading Days after the Company’s receipt of the Debenture and a duly executed and complete Conversion Notice (whether via facsimile, e-mail or its designee) otherwise), a certificate for the number of Ordinary Shares shares of Common Stock to which the Holder is entitled and register such Ordinary Shares shares of Common Stock on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, or to credit the account of the Holder (Holder’s or its designee) ’s balance account with DTC for such number of Ordinary Shares shares of Common Stock to which the Holder is entitled upon the Holder’s conversion of this Note, any Conversion Amount or deposit such number of shares of Common Stock which the Holder is entitled with the Depositary in accordance with the requirements of such Depositary (as the case may be, or ) (II) if the Registration Statement covering the resale of the Ordinary Shares that are the subject of the Conversion Notice (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) so notify the Holder and (y) deliver the Ordinary Shares electronically without any restrictive legend by crediting such aggregate number of Ordinary Shares to which the Holder is entitled pursuant to such conversion to the Holder’s (or its designee’s) account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred to as a “Notice Failure” and together with the event described in clause (I) above, a “Conversion Failure”), then, in addition to all other remedies available to the Holder, (1) the Company shall pay in cash to the Holder on each day after such Share Delivery Deadline that the issuance of such Ordinary Shares is not timely effected an amount equal to 0.05% of the product of (x) the sum of the number of Ordinary Shares not issued to the Holder on or prior to the Share Delivery Deadline and to which the Holder is entitled, multiplied by (y) any trading price of the Ordinary Shares selected by the Holder in writing as in effect at any time during the period beginning on the applicable Conversion Date and ending on the applicable Share Delivery Deadline, and (2) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 3(c)(ii) or otherwise. In addition to the foregoing, if on or prior to the Share Delivery Deadline either (A)(1) if the Transfer Agent is not participating in FAST, the Company shall fail to issue and deliver to the Holder (or its designee) a certificate and register such Ordinary Shares on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, the Transfer Agent shall fail to credit the account of the Holder (or its designee) with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder or pursuant to the Company’s obligation pursuant to clause (II) below, or (B) a Notice Failure occurs, and if on or after such Share Delivery Deadline third (3rd) Trading Day the Holder (or any other Person in respect, or on behalf, of the Holder) purchases (in an open market transaction or otherwise) Ordinary Shares corresponding shares of Common Stock to deliver in satisfaction of a sale by the Holder 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 Ordinary Shares shares of Common Stock, issuable upon such conversion that the Holder is entitled to receive so anticipated receiving from the Company and has not received from the Company in connection with, or as a result of, such Conversion Failure or Notice Failure, as applicable (a “Buy-In”)Company, then, in addition to all other remedies available to the Holder, the Company shall, within two three (23) Business Days after receipt of the Holder’s request and in the Holder’s sole discretion, either: either (Ii) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the Ordinary Shares shares of Common Stock so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such Ordinary Shares), or credit the Holder’s balance account of such Holder (or its designee) with DTC for the number of Ordinary Shares shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder or deposit such number of shares of Common Stock which the Holder is entitled with the Depositary in accordance with the requirements of such Depositary (as the case may be) (and to issue such Ordinary Sharesshares of Common Stock) shall terminate, or (IIii) promptly honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such Ordinary Shares shares of Common Stock or credit the Holder’s balance account of such Holder (or its designee) with DTC for the number of Ordinary Shares shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder or deposit such number of shares of Common Stock which the Holder is entitled with the Depositary in accordance with the requirements of such Depositary (as the case may be) and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (xA) such number of Ordinary Shares shares of Common Stock multiplied by (yB) the lowest Closing Sale Price of the Ordinary Shares Common Stock on any Trading Day during the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payment under this clause (II) (the “Buy-In Payment Amount”ii). Nothing in this Section 3(c)(ii) shall limit the Holder’s right to pursue any other remedies available to it hereunder, whether 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 a certificate representing Ordinary Shares, or to electronically deliver such Ordinary Shares, upon the conversion of this Note as required pursuant to the terms hereof.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery Deadline, either (I)(1) if the Transfer Agent is not participating in FAST, fail to issue and deliver a certificate to the Holder (or its designee) a certificate credit the Holder's balance account with DTC, as applicable, for the number of Ordinary Shares to which the Holder is entitled and register such Ordinary Shares on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, to credit the account shares of the Holder (or its designee) with DTC for such number of Ordinary Shares Common Stock to which the Holder is entitled upon the Holder’s conversion of this Note, as any Conversion Amount on or prior to the case may be, or date which is three (II3) if the Registration Statement covering the resale of the Ordinary Shares that are the subject of Trading Days after the Conversion Notice Date (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) so notify the Holder and (y) deliver the Ordinary Shares electronically without any restrictive legend by crediting such aggregate number of Ordinary Shares to which the Holder is entitled pursuant to such conversion to the Holder’s (or its designee’s) account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred to as a “Notice Failure” and together with the event described in clause (I) above, a “"Conversion Failure”"), then, in addition to all other remedies available to the Holder, then (1A) the Company shall pay in cash damages to the Holder on for each day after such Share Delivery Deadline that the issuance of such Ordinary Shares is not timely effected Conversion Failure in an amount equal to 0.05% one and one-half percent (1.5%) of the product of (xI) the sum of the number of Ordinary Shares shares of Common Stock not issued to the Holder on or prior to the Share Delivery Deadline Date and to which the Holder is entitled, multiplied by and (yII) any trading price the Closing Sale Price of the Ordinary Shares selected by the Holder in writing as in effect at any time during the period beginning Common Stock on the applicable Conversion Share Delivery Date and ending on the applicable Share Delivery Deadline, and (2B) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (returned, as the case may be) , any portion of this Note Series A Stock that has not been converted pursuant to such Conversion Notice, ; provided that the voiding of a Conversion Notice shall not affect the Company’s 's obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 3(c)(ii3(c)(iii) or otherwise. In addition to the foregoing, if on or prior to within three (3) Trading Days after the Share Delivery Deadline either (A)(1) if Company's receipt of the Transfer Agent is not participating in FAST, facsimile copy of a Conversion Notice the Company shall fail to issue and deliver a certificate to the Holder (or its designee) a certificate and register such Ordinary Shares on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, the Transfer Agent shall fail to credit the Holder's balance account of the Holder (or its designee) with DTC for the number of Ordinary Shares shares of Common Stock to which the Holder is entitled upon the Holder’s such holder's conversion hereunder of any Conversion Amount or pursuant to on any date of the Company’s 's obligation to deliver shares of Common Stock as contemplated pursuant to clause (IIii) below, or (B) a Notice Failure occurs, and if on or after such Share Delivery Deadline Trading Day the Holder purchases (in an open market transaction or otherwise) Ordinary Shares corresponding Common Stock to all or any portion deliver in satisfaction of a sale by the number Holder of Ordinary Shares Common Stock issuable upon such conversion that the Holder is entitled to receive anticipated receiving from the Company and has not received from the Company in connection with, or as a result of, such Conversion Failure or Notice Failure, as applicable (a “"Buy-In”"), then, in addition to all other remedies available to the Holder, then the Company shall, within two three (23) Business Trading Days after receipt of the Holder’s 's request and in the Holder’s sole 's discretion, either: either (Ii) pay cash to the Holder in an amount equal to the Holder’s 's total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the Ordinary Shares shares of Common Stock so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “"Buy-In Price”"), at which point the Company’s 's obligation to so issue and deliver such certificate (and or to issue such Ordinary Shares), or credit the Holder's balance account of such Holder (or its designee) with DTC for the number of Ordinary Shares shares of Common Stock to which the Holder is entitled upon the such Holder’s 's conversion hereunder (as the case may be) (and to issue such Ordinary Shares) of any Conversion Amount shall terminate, or (IIii) promptly honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such Ordinary Shares or credit the account of such Holder (or its designee) with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) Common Stock and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (xA) such number of Ordinary Shares multiplied by shares of Common Stock, times (yB) the lowest Closing Sale Bid Price of the Ordinary Shares on any Trading Day during the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payment under this clause (II) (the “Buy-In Payment Amount”). Nothing in this Section 3(c)(ii) shall limit the Holder’s right to pursue any other remedies available to it hereunder, whether 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 a certificate representing Ordinary Shares, or to electronically deliver such Ordinary Shares, upon the conversion of this Note as required pursuant to the terms hereofDate.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on to issue to a Holder within three Trading Days after the Company’s receipt of a Conversion Notice (whether via email or prior to otherwise) (the applicable “Share Delivery Deadline”), either (I)(1) if the Transfer Agent is not participating in FAST, to issue and deliver to the Holder (or its designee) a certificate for the number of Ordinary Shares shares of Common Stock to which the such Holder is entitled and register such Ordinary Shares shares of Common Stock on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, or to credit the account of the Holder (such Holder’s or its designee) ’s balance account with DTC for such number of Ordinary Shares shares of Common Stock to which the such Holder is entitled upon the such Holder’s conversion of this Note, any Preferred Shares (as the case may be, or ) (II) if the Registration Statement covering the resale of the Ordinary Shares that are the subject of the Conversion Notice (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) so notify the Holder and (y) deliver the Ordinary Shares electronically without any restrictive legend by crediting such aggregate number of Ordinary Shares to which the Holder is entitled pursuant to such conversion to the Holder’s (or its designee’s) account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred to as a “Notice Failure” and together with the event described in clause (I) above, a “Conversion Failure”), then, in addition to all other remedies available to the such Holder, (1) the Company shall pay in cash to the Holder on each day after such Share Delivery Deadline that the issuance of such Ordinary Shares is not timely effected an amount equal to 0.05% of the product of (x) the sum of the number of Ordinary Shares not issued to the Holder on or prior to the Share Delivery Deadline and to which the Holder is entitled, multiplied by (y) any trading price of the Ordinary Shares selected by the Holder in writing as in effect at any time during the period beginning on the applicable Conversion Date and ending on the applicable Share Delivery Deadline, and (2) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this Note Preferred Shares that has have not been converted pursuant to such Holder’s Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to the terms of this Section 3(c)(ii) Certificate of Designations or otherwise. In addition to the foregoing, if on within three Trading Days after the Company’s receipt of a Conversion Notice (whether via email or prior to the Share Delivery Deadline either (A)(1) if the Transfer Agent is not participating in FASTotherwise), the Company shall fail to issue and deliver to the Holder (or its designee) a certificate to such Holder and register such Ordinary Shares shares of Common Stock on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, the Transfer Agent shall fail to or credit the account of the Holder (such Holder’s or its designee) ’s balance account with DTC for the number of Ordinary Shares shares of Common Stock to which the such Holder is entitled upon the such Holder’s conversion hereunder or pursuant to (as the Company’s obligation pursuant to clause (II) below, or (B) a Notice Failure occurscase may be), and if on or after such Share Delivery Deadline the third Trading Day such Holder (or any other Person in respect, or on behalf, of such Holder) purchases (in an open market transaction or otherwise) Ordinary Shares corresponding shares of Common Stock to deliver in satisfaction of a sale by such Holder 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 Ordinary Shares shares of Common Stock, issuable upon such conversion that the such Holder is entitled to receive so anticipated receiving from the Company and has not received from the Company in connection with, or as a result of, such Conversion Failure or Notice Failure, as applicable (a “Buy-In”)Company, then, in addition to all other remedies available to the such Holder, the Company shall, within two (2) Business three Trading Days after receipt of the such Holder’s request, which request shall include reasonable documentation of all fees, costs and expenses, and in the such Holder’s sole discretion, either: either (Ii) pay cash to the such Holder in an amount equal to the such Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the Ordinary Shares shares of Common Stock so purchased (including, without limitation, by any other Person in respect, or on behalf, of the such Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such Ordinary Shares), or credit the such Holder’s balance account of such Holder (or its designee) with DTC for the number of Ordinary Shares shares of Common Stock to which the such Holder is entitled upon the such Holder’s conversion hereunder (as the case may be) (and to issue such Ordinary Sharesshares of Common Stock) shall terminate, or (IIii) promptly honor its obligation to so issue and deliver to the such Holder a certificate or certificates representing such Ordinary Shares shares of Common Stock or credit the such Holder’s balance account of such Holder (or its designee) with DTC for the number of Ordinary Shares shares of Common Stock to which the such Holder is entitled upon the Holdersuch H▇▇▇▇▇’s conversion hereunder (as the case may be) and pay cash to the such Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (xA) such number of Ordinary Shares shares of Common Stock multiplied by (yB) the lowest Closing Sale Price of the Ordinary Shares Common Stock on any Trading Day during the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payment under this clause (II) (the “Buy-In Payment Amount”ii). In addition to Holder’s other available remedies, the Company shall pay to Holder, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of shares of Common Stock (based on Closing Sale Price of the shares of Common Stock which should be issued upon the Preferred Shares for which conversion had been requested, $10 per Trading Day for each Trading Day following the Share Delivery Deadline and increasing to $20 per Trading Day after the fifth Trading Day until such shares of Common Stock are delivered and registered. Nothing in this Section 3(c)(ii) herein shall limit the Holder’s right to pursue any other actual damages for the Company failure to timely deliver certificates representing Common Stock as required hereby and Holder shall have the right to pursue all remedies available to it hereunder, whether at law or in equity, equity including, without limitation, a decree of specific performance and/or injunctive relief with respect relief. Further, in the event the Company refuses to honor any Conversion or makes it known it will not honor any Conversion (the Company’s failure “Conversion Default Date”), the Holder will be entitled to timely deliver a certificate representing Ordinary Sharesdamages at the higher of: (i) actual provable damages; or (ii) an amount determined as the product of N*H, where N is the number of shares that would have been issued upon conversion Preferred Share held by the Holder on the Conversion Default Date and H is the average closing price of the Common Stock during the time the Company fails or refuses to electronically deliver honor any Conversion until such Ordinary Shares, upon time as the conversion of this Note as required pursuant Holder elects to the terms hereofvoid its Conversion Notice.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery Deadline, either (I)(1) if the Transfer Agent is not participating in FAST, to issue and deliver to the such Holder (or its designee) a certificate for the number of Ordinary Shares shares of Common Stock to which the such Holder is entitled and register such Ordinary Shares shares of Common Stock on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, or to credit the account of the Holder (such Holder’s or its designee) ’s balance account with DTC for such number of Ordinary Shares shares of Common Stock to which the such Holder is entitled upon the such Holder’s conversion of this Note, any Conversion Amount (as the case may be, or ) (II) if the Registration Statement covering the resale of the Ordinary Shares that are the subject of the Conversion Notice (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) so notify the Holder and (y) deliver the Ordinary Shares electronically without any restrictive legend by crediting such aggregate number of Ordinary Shares to which the Holder is entitled pursuant to such conversion to the Holder’s (or its designee’s) account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred to as a “Notice Failure” and together with the event described in clause (I) above, a “Conversion Failure”), and if on or after such Share Delivery Deadline (provided that such Holder places an order to purchase such shares before the time the Company remedies such failure) such Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Holder 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, issuable upon such conversion that such Holder so anticipated receiving from the Company, then, in addition to all other remedies available to the Holder, (1) the Company shall pay in cash to the Holder on each day after such Share Delivery Deadline that the issuance of such Ordinary Shares is not timely effected an amount equal to 0.05% of the product of (x) the sum of the number of Ordinary Shares not issued to the Holder on or prior to the Share Delivery Deadline and to which the Holder is entitled, multiplied by (y) any trading price of the Ordinary Shares selected by the Holder in writing as in effect at any time during the period beginning on the applicable Conversion Date and ending on the applicable Share Delivery Deadline, and (2) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 3(c)(ii) or otherwise. In addition to the foregoing, if on or prior to the Share Delivery Deadline either (A)(1) if the Transfer Agent is not participating in FAST, the Company shall fail to issue and deliver to the Holder (or its designee) a certificate and register such Ordinary Shares on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, the Transfer Agent shall fail to credit the account of the Holder (or its designee) with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder or pursuant to the Company’s obligation pursuant to clause (II) below, or (B) a Notice Failure occurs, and if on or after such Share Delivery Deadline the Holder purchases (in an open market transaction or otherwise) Ordinary Shares corresponding to all or any portion of the number of Ordinary Shares issuable upon such conversion that the Holder is entitled to receive from the Company and has not received from the Company in connection with, or as a result of, such Conversion Failure or Notice Failure, as applicable (a “Buy-In”), then, in addition to all other remedies available to the Holder, the Company shall, within two (2) Business Days after receipt of the such Holder’s request and in the such Holder’s sole discretion, either: (I) pay cash to the such Holder in an amount equal to the such Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the Ordinary Shares shares of Common Stock so purchased (including, without limitation, by any other Person in respect, or on behalf, of the such Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such Ordinary Shares), or credit the such Holder’s balance account of such Holder (or its designee) with DTC for the number of Ordinary Shares shares of Common Stock to which the such Holder is entitled upon the such Holder’s conversion hereunder (as the case may be) (and to issue such Ordinary Sharesshares of Common Stock) shall terminate, or (II) promptly honor its obligation to so issue and deliver to the such Holder a certificate or certificates representing such Ordinary Shares shares of Common Stock or credit the such Holder’s balance account of such Holder (or its designee) with DTC for the number of Ordinary Shares shares of Common Stock to which the such Holder is entitled upon the such Holder’s conversion hereunder (as the case may be) and pay cash to the such Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (x) such number of Ordinary Shares shares of Common Stock multiplied by (y) the lowest Closing Sale Price VWAP of the Ordinary Shares on any Trading Day during the period commencing Common Stock on the date attempted Conversion Date. For the avoidance of doubt, to the extent that the Company makes a payment contemplated by the foregoing sentence, the applicable portion of the applicable Preferred Shares to which the Conversion Notice and ending on the date of such issuance and payment under this clause (II) (the “Buy-In Payment Amount”). Nothing in this Section 3(c)(ii) Failure applied shall limit the Holder’s right to pursue any other remedies available to it hereunder, whether 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 a certificate representing Ordinary Shares, or to electronically deliver such Ordinary Shares, upon the conversion of this Note as required pursuant to the terms hereofno longer be outstanding.

Company’s Failure to Timely Convert. If within three (3) business days of the Company’s receipt of an executed copy of the Conversion Notice (so long as the applicable Preferred Stock Certificates and original Conversion Notice are received by the Company shall fail, for any reason or for no reason, on or prior to before such third business day) (the applicable “Share Delivery Deadline, either (I)(1Period”) if the Transfer Agent is not participating in FAST, shall fail to issue and deliver to the Holder (or its designee) a certificate for holder the number of Ordinary Shares shares of Common Stock to which the Holder is entitled and register such Ordinary Shares on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, to credit the account of the Holder (or its designee) with DTC for such number of Ordinary Shares to which the Holder holder is entitled upon the Holdersuch holder’s conversion of this Notethe Series C Preferred Stock or to issue a new Preferred Stock Certificate representing the number of shares of Series C Preferred Stock to which such holder is entitled pursuant to Section 5(b)(ii) (a “Conversion Failure”), in addition to all other available remedies which such holder may pursue hereunder and under the Preferred Stock Purchase Agreement dated as of June 11, 2008 and the Preferred Stock Purchase Agreements dated July 3, 2008 for an aggregate of 300,000 shares of Series C-2 Preferred Stock (each a “Purchase Agreement” and collectively, the “Purchase Agreement”), between the Company and the holders of the Series C Preferred Stock (including indemnification pursuant to the terms thereof), the Company shall pay additional damages to such holder on each business day after such third (3rd) business day that such conversion is not timely effected in an amount equal to 0.5% of (A) the sum of the number of shares of Common Stock not issued to the holder on a timely basis pursuant to Section 5(b)(ii) and to which such holder is entitled and, in the event the Company has failed to deliver a Preferred Stock Certificate to the holder on a timely basis pursuant to Section 5(b)(ii), the number of shares of Common Stock issuable upon conversion of the shares of Series C Preferred Stock represented by such Preferred Stock Certificate, as of the last possible date which the Company could have issued such Preferred Stock Certificate to such holder without violating Section 5(b)(ii), times (B) the Closing Bid Price (as hereinafter defined) of the Common Stock on the last possible date which the Company could have issued such Common Stock and such Preferred Stock Certificate, as the case may be, to such holder without violating Section 5(b)(ii). For the purposes hereof, “Closing Bid Price” means the last closing bid price per share on the registered national stock exchange on which the security is then listed, or if there is no such price on such date, then the closing bid price on such exchange on the date nearest preceding such date, or if such security is not listed on a registered national stock exchange, the closing bid price for a share of such security in the over the counter market, as reported by the OTC Bulletin Board or in the National Quotation Bureau Incorporated (IIor similar organization or agency succeeding to its function of reporting prices) if at the Registration Statement covering close of business on such date. If the resale Closing Bid Price cannot be calculated for such security on such date on any of the Ordinary Shares that are foregoing bases, the subject Closing Bid Price of such security on such date shall be the fair market value as mutually determined by the Company and the holders of 51% of the Conversion Notice (outstanding shares of the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares and Series C Preferred Stock. If the Company fails to promptly, but in no event later than as required pursuant to pay the Registration Rights Agreement (x) so notify the Holder and (y) deliver the Ordinary Shares electronically without any restrictive legend by crediting such aggregate number of Ordinary Shares to which the Holder is entitled pursuant to such conversion to the Holder’s (or its designee’s) account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred to as a “Notice Failure” and together with the event described in clause (I) above, a “Conversion Failure”), then, in addition to all other remedies available to the Holder, (1) the Company shall pay in cash to the Holder on each day after such Share Delivery Deadline that the issuance of such Ordinary Shares is not timely effected an amount equal to 0.05% of the product of (x) the sum of the number of Ordinary Shares not issued to the Holder on or prior to the Share Delivery Deadline and to which the Holder is entitled, multiplied by (y) any trading price of the Ordinary Shares selected by the Holder in writing as in effect at any time during the period beginning on the applicable Conversion Date and ending on the applicable Share Delivery Deadline, and (2) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 3(c)(ii) or otherwise. In addition to the foregoing, if on or prior to the Share Delivery Deadline either (A)(1) if the Transfer Agent is not participating in FAST, the Company shall fail to issue and deliver to the Holder (or its designee) a certificate and register such Ordinary Shares on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, the Transfer Agent shall fail to credit the account of the Holder (or its designee) with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder or pursuant to the Company’s obligation pursuant to clause (II) below, or (B) a Notice Failure occurs, and if on or after such Share Delivery Deadline the Holder purchases (in an open market transaction or otherwise) Ordinary Shares corresponding to all or any portion of the number of Ordinary Shares issuable upon such conversion that the Holder is entitled to receive from the Company and has not received from the Company in connection with, or as a result of, such Conversion Failure or Notice Failure, as applicable (a “Buy-In”), then, in addition to all other remedies available to the Holder, the Company shall, within two (2) Business Days after receipt of the Holder’s request and in the Holder’s sole discretion, either: (I) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the Ordinary Shares so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such Ordinary Shares), or credit the account of such Holder (or its designee) with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) (and to issue such Ordinary Shares) shall terminate, or (II) promptly honor its obligation to so issue and deliver to the Holder a certificate representing such Ordinary Shares or credit the account of such Holder (or its designee) with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (x) such number of Ordinary Shares multiplied by (y) the lowest Closing Sale Price of the Ordinary Shares on any Trading Day during the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payment under this clause (II) (the “Buy-In Payment Amount”). Nothing additional damages set forth in this Section 3(c)(ii5(b)(v) within five (5) business days of the date incurred, then such payments shall limit bear interest at the Holder’s right to pursue any other remedies available to it hereunder, whether at law or in equity, including, without limitation, a decree rate of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver a certificate representing Ordinary Shares, or to electronically deliver 2.0% per month (pro rated for partial months) until such Ordinary Shares, upon the conversion of this Note as required pursuant to the terms hereofpayments are made.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery Deadline, either (I)(1) if the Transfer Agent is not participating in FAST, to issue and deliver to the Holder (or its designee) In connection with a certificate for the number of Ordinary Shares to which the Holder is entitled and register such Ordinary Shares on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, to credit the account of the Holder (or its designee) with DTC for such number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion of this Note, as the case may be, or (II) if the Registration Statement covering the resale of the Ordinary Shares that are the subject of the Conversion Notice (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares and the Company fails to promptly, but in no event later than as required Note pursuant to the Registration Rights Agreement (x) so notify the Holder and (y) deliver the Ordinary Shares electronically without any restrictive legend by crediting such aggregate number of Ordinary Shares to which the Holder is entitled pursuant to such conversion to the Holder’s (or its designee’s) account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred to as a “Notice Failure” and together with the event described in clause (I) above, a “Conversion Failure”Section 4(b), then, in addition to all other remedies available to the Holder, (1) the Company shall pay in cash to the Holder on each day after such Share Delivery Deadline that the issuance of such Ordinary Shares is not timely effected an amount equal to 0.05% of the product of (x) the sum of the number of Ordinary Shares not issued to the Holder on or prior to the Share Delivery Deadline and to which the Holder is entitled, multiplied by (y) any trading price of the Ordinary Shares selected by the Holder in writing as in effect at any time during the period beginning on the applicable Conversion Date and ending on the applicable Share Delivery Deadline, and (2) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 3(c)(ii) or otherwise. In addition to the foregoing, if on or prior to the Share Delivery Deadline either (A)(1) if the Transfer Agent is not participating in FASTDate, the Company shall fail have failed to issue the Conversion Shares and deliver a certificate to the Holder (Investor for, or credit Investor’s or its designee) a certificate and register such Ordinary Shares on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, the Transfer Agent shall fail to credit the balance account of the Holder (or its designee) with DTC for with, the number of Ordinary Conversion Shares (provided any of the Unrestricted Conditions are satisfied, free of any restrictive legend) (a “Delivery Failure”), then, in lieu of any amount payable pursuant to Section 8(e), but in addition to any other remedies available to Investor, Investor may, at the written election of Investor made in Investor’s sole discretion, either: (i) require Company to pay additional damages to Investor for each day after the Share Delivery Date such conversion is not timely effected in an amount equal to two percent (2%) of the product of (I) the number of Conversion Shares not issued to Investor or its designee on or prior to the Share Delivery Date and to which the Holder Investor is entitled upon the Holder’s conversion hereunder or pursuant to the Company’s obligation pursuant to clause and (II) belowthe Volume Weighted Average Price of the Common Stock on the Share Delivery Date (such product is referred to herein as the “Share Product Amount”); or (ii) if, or (B) a Notice Failure occurs, and if on or after such Share Delivery Deadline the Holder applicable Conversion Date, Investor purchases (in an open market transaction or otherwise) Ordinary shares of Common Stock to deliver in satisfaction of a sale by Investor of Conversion Shares corresponding to all or any portion that Investor anticipated receiving from the Company (such purchased shares, “Buy-In Shares”; provided, for the avoidance of doubt, that the number of Ordinary Buy-In Shares issuable upon such conversion that shall not exceed the Holder is number of Conversion Shares Investor was entitled to receive from but did not receive on the Company and has not received from the Company in connection with, or as a result of, such Conversion Failure or Notice Failure, as applicable (a “Buy-In”Share Delivery Date), then, in addition to all other remedies available to the Holder, the Company shallshall be obligated to promptly pay to Investor, within two (2) Business Days after receipt 100% of the Holder’s request and in the Holder’s sole discretion, either: amount by which (IA) pay cash to the Holder in an amount equal to the HolderInvestor’s total purchase price (including brokerage commissions and other out-of-pocket expensescommissions, if any) for the Ordinary Shares so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “such Buy-In Price”), at which point Shares exceeds (B) the Company’s obligation to so issue and deliver such certificate (and to issue such Ordinary Shares), or credit net proceeds received by Investor from the account of such Holder (or its designee) with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) (and to issue such Ordinary Shares) shall terminate, or (II) promptly honor its obligation to so issue and deliver to the Holder a certificate representing such Ordinary Shares or credit the account of such Holder (or its designee) with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) and pay cash to the Holder in an amount equal to the excess (if any) sale of the Buy-In Price over Shares. If the product of (x) such number of Ordinary Shares multiplied by (y) Company fails to pay the lowest Closing Sale Price of the Ordinary Shares on any Trading Day during the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payment under this clause (II) (the “Buy-In Payment Amount”). Nothing additional damages set forth in this Section 3(c)(ii4(d) within five (5) business days of the date incurred, then Investor shall limit have the Holder’s right at any time, so long as the Company continues to pursue any other remedies available fail to it hereundermake such payments, whether at law or to require the Company, upon written notice, to immediately issue, in equitylieu of such cash damages, including, without limitation, a decree the number of specific performance and/or injunctive relief with respect Shares equal to the Company’s failure to timely deliver a certificate representing Ordinary Shares, or to electronically deliver such Ordinary Shares, upon quotient of (X) the conversion aggregate amount of this Note as required pursuant to the terms hereofdamages payments described herein divided by (Y) the Conversion Price specified by Investor in the Conversion Notice.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on to issue to a Purchaser within one (1) Trading Day after the Company’s receipt of a Conversion Notice (whether via email or prior to otherwise) (the applicable “Share Delivery Deadline”), either (I)(1) if the Transfer Agent is not participating in FAST, to issue and deliver to the Holder (or its designee) a certificate for the number of shares of Ordinary Shares to which the Holder Purchaser is entitled and register such shares of Ordinary Shares on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, or to credit the account of the Holder (Purchaser’s or its designee) ’s balance account with DTC for such number of shares of Ordinary Shares to which the Holder Purchaser is entitled upon the HolderPurchaser’s conversion of this Note, any Preferred Shares (each as the case may be, or ) (II) if the Registration Statement covering the resale of the Ordinary Shares that are the subject of the Conversion Notice (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) so notify the Holder and (y) deliver the Ordinary Shares electronically without any restrictive legend by crediting such aggregate number of Ordinary Shares to which the Holder is entitled pursuant to such conversion to the Holder’s (or its designee’s) account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred to as a “Notice Failure” and together with the event described in clause (I) above, a “Conversion Failure”), then, in addition to all other remedies available to the HolderPurchaser, (1) the Company shall pay in cash to the Holder on each day after such Share Delivery Deadline that the issuance of such Ordinary Shares is not timely effected an amount equal to 0.05% of the product of (x) the sum of the number of Ordinary Shares not issued to the Holder on or prior to the Share Delivery Deadline and to which the Holder is entitled, multiplied by (y) any trading price of the Ordinary Shares selected by the Holder in writing as in effect at any time during the period beginning on the applicable Conversion Date and ending on the applicable Share Delivery Deadline, and (2) the HolderPurchaser, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (each as the case may be) any portion of this Note Preferred Shares that has have not been converted pursuant to such Purchaser’s Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to the terms of this Section 3(c)(ii) Certificate of Conversion Rights or otherwise. In addition to the foregoing, if on within two Trading Days after the Company’s receipt of a Conversion Notice (whether via email or prior to the Share Delivery Deadline either (A)(1) if the Transfer Agent is not participating in FASTotherwise), the Company shall fail to issue and deliver to the Holder (or its designee) a certificate to Purchaser and register such shares of Ordinary Shares on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, the Transfer Agent shall fail to or credit the account of the Holder (Purchaser’s or its designee) ’s balance account with DTC for the number of shares of Ordinary Shares to which the Holder Purchaser is entitled upon the HolderPurchaser’s conversion hereunder or pursuant to (each as the Company’s obligation pursuant to clause (II) below, or (B) a Notice Failure occurscase may be), and if on or after such Share Delivery Deadline the Holder first (1st) Trading Day Purchaser (or any other Person in respect, or on behalf, of Purchaser) purchases (in an open market transaction or otherwise) shares of Ordinary Shares corresponding to deliver in satisfaction of a sale by Purchaser of all or any portion of the number of shares of Ordinary Shares, or a sale of a number of shares of Ordinary Shares equal to all or any portion of the number of shares of Ordinary Shares Shares, issuable upon such conversion that the Holder is entitled to receive Purchaser so anticipated receiving from the Company and has not received from the Company in connection with, or as a result of, such Conversion Failure or Notice Failure, as applicable (a “Buy-In”)Company, then, in addition to all other remedies available to the HolderPurchaser, the Company shall, within two three (23) Business Trading Days after receipt Purchaser’s request, which request shall include reasonable documentation of the Holder’s request all fees, costs and expenses, and in the HolderPurchaser’s sole discretion, either: either (Ii) pay cash to the Holder Purchaser in an amount equal to the HolderPurchaser’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Ordinary Shares so purchased (including, without limitation, by any other Person in respect, or on behalf, of the HolderPurchaser) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such Ordinary Shares), or credit the Purchaser’s balance account of such Holder (or its designee) with DTC for the number of shares of Ordinary Shares to which the Holder Purchaser is entitled upon the HolderPurchaser’s conversion hereunder (each as the case may be) (and to issue such shares of Ordinary Shares) shall terminate, or (IIii) promptly honor its obligation to so issue and deliver to the Holder Purchaser a certificate or certificates representing such shares of Ordinary Shares or credit the Purchaser’s balance account of such Holder (or its designee) with DTC for the number of shares of Ordinary Shares to which the Holder Purchaser is entitled upon the HolderPurchaser’s conversion hereunder (each as the case may be) and pay cash to the Holder Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (xA) such number of shares of Ordinary Shares multiplied by (yB) the lowest Closing Sale Price closing sale price of the Ordinary Shares on any Trading Day during the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payment under this clause (ii). Immediately following the voiding of a Conversion Notice as aforesaid, the Conversion Price of any Preferred Shares returned or retained by Purchaser for failure to timely convert shall be adjusted to the lesser of (I) the Conversion Price relating to the voided Conversion Notice and (II) the lowest closing sale price of the Ordinary Shares during the period beginning on the Conversion Date and ending on the date Purchaser voided the Conversion Notice, subject to further adjustment as provided in this Certificate of Conversion Rights. In addition to Purchaser’s other available remedies, the Company shall pay to Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of shares of Ordinary Shares (based on the “Buy-In Payment Amount”)aggregate Conversion Price of the Preferred Shares for which conversion had been requested, $10 per Trading Day for each Trading Day following the Share Delivery Deadline and increasing to $20 per Trading Day after the fifth Trading Day until such shares of Ordinary Shares are delivered and registered. Nothing in this Section 3(c)(ii) herein shall limit the HolderPurchaser’s right to pursue any other actual damages for the Company failure to timely deliver certificates representing Ordinary Shares as required hereby and Purchaser shall have the right to pursue all remedies available to it hereunder, whether at law or in equity, equity including, without limitation, a decree of specific performance and/or injunctive relief with respect relief. Further, in the event the Company refuses to honor any Conversion or makes it known it will not honor any Conversion (the Company’s failure “Conversion Default Date”), the Purchaser will be entitled to timely deliver a certificate representing Ordinary Sharesdamages at the higher of: (i) actual provable damages; or (ii) an amount determined as the product of N*H, or to electronically deliver such Ordinary Shares, where N is the number of shares that would have been issued upon the conversion of this Note the Preferred Shares held by the Purchaser on the Conversion Default Date and H is the average closing price of the Ordinary Shares during the time the Company fails or refuses to honor any Conversion until such time as required pursuant the Purchaser elects to the terms hereofvoid its Conversion Notice.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery Deadline, either (I)(1I) if the Transfer Agent is not participating in FASTthe DTC Fast Automated Securities Transfer Program, to issue and deliver to the Holder (or its designee) a certificate for the number of Ordinary Shares shares of Common Stock to which the Holder is entitled and register such Ordinary Shares shares of Common Stock on the Company’s share register or, (2) if the Transfer Agent is participating in FASTthe DTC Fast Automated Securities Transfer Program, to credit the balance account of the Holder (or its designee) the Holder’s designee with DTC for such number of Ordinary Shares shares of Common Stock to which the Holder is entitled upon the Holder’s conversion of this Note, Note (as the case may be, ) or (II) if the Registration Statement covering the resale of the Ordinary Shares shares of Common Stock that are the subject of the Conversion Notice (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) so notify the Holder and (y) deliver the Ordinary Shares shares of Common Stock electronically without any restrictive legend by crediting such aggregate number of Ordinary Shares shares of Common Stock to which the Holder is entitled pursuant to such conversion to the Holder’s (or its designee’s) ’s balance account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred to as a “Notice Failure” and together with the event described in clause (I) above, a “Conversion Failure”), then, in addition to all other remedies available to the Holder, (1) the Company shall pay in cash to the Holder on each day after such Share Delivery Deadline that the issuance of such Ordinary Shares shares of Common Stock is not timely effected an amount equal to 0.052% of the product of (xA) the sum of the number of Ordinary Shares shares of Common Stock not issued to the Holder on or prior to the Share Delivery Deadline and to which the Holder is entitled, multiplied by (yB) any trading price of the Ordinary Shares Common Stock selected by the Holder in writing as in effect at any time during the period beginning on the applicable Conversion Date and ending on the applicable Share Delivery Deadline, Deadline and (2) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 3(c)(ii) or otherwise. In addition to the foregoing, if on or prior to the Share Delivery Deadline either (A)(1A) if the Transfer Agent is not participating in FASTthe DTC Fast Automated Securities Transfer Program, the Company shall fail to issue and deliver to the Holder (or its designee) a certificate and register such Ordinary Shares shares of Common Stock on the Company’s share register or, (2) if the Transfer Agent is participating in FASTthe DTC Fast Automated Securities Transfer Program, the Transfer Agent shall fail to credit the balance account of the Holder (or its designee) the Holder’s designee with DTC for the number of Ordinary Shares shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder or pursuant to the Company’s obligation pursuant to clause (II) below, below or (B) a Notice Failure occurs, and if on or after such Share Delivery Deadline the Holder purchases (in an open market transaction or otherwise) Ordinary Shares shares of Common Stock corresponding to all or any portion of the number of Ordinary Shares shares of Common Stock issuable upon such conversion that the Holder is entitled to receive from the Company and has not received from the Company in connection with, or as a result of, with such Conversion Failure or Notice Failure, as applicable (a “Buy-In”), then, in addition to all other remedies available to the Holder, the Company shall, within two (2) Business Days after receipt of the Holder’s request and in the Holder’s sole discretion, either: (I) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the Ordinary Shares shares of Common Stock so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such Ordinary Shares), shares of Common Stock) or credit the balance account of such Holder (or its such Holder’s designee) , as applicable, with DTC for the number of Ordinary Shares shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) (and to issue such Ordinary Sharesshares of Common Stock) shall terminate, or (II) promptly honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such Ordinary Shares shares of Common Stock or credit the balance account of such Holder (or its such Holder’s designee) , as applicable, with DTC for the number of Ordinary Shares shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (x) such number of Ordinary Shares shares of Common Stock multiplied by (y) the lowest Closing Sale Price of the Ordinary Shares Common Stock on any Trading Day during the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payment under this clause (II) (the “Buy-In Payment Amount”). Nothing in this Section 3(c)(ii) shall limit the Holder’s right to pursue any other remedies available to it hereunder, whether 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 a certificate certificates representing Ordinary Shares, shares of Common Stock (or to electronically deliver such Ordinary Shares, shares of Common Stock) upon the conversion of this Note as required pursuant to the terms hereof.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery DeadlineDeadline (or, either (I)(1) if the Transfer Agent solely with respect to an Electronic Share Issuance by DTC, an Electronic Share Issuance that is not participating in FASTkeyed into CDS as an "Instant Deposit" or a Certificated Share Issuance, the first Trading Day after such Share Delivery Deadline) (each, a "Conversion Failure Deadline"), to issue and deliver (or cause to be delivered) to the Holder (or its designee) a certificate for the number of Ordinary Shares to which the Holder is entitled and register by such Ordinary Shares on the Company’s share register orConversion Failure Deadline, (2) if the Transfer Agent is participating in FAST, to credit the account of the Holder (or its designee) compliance with DTC for such number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion of this Note, as the case may be, or (II) if the Registration Statement covering the resale of the Ordinary Shares that are the subject of the Conversion Notice (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) so notify the Holder and (y) deliver the Ordinary Shares electronically without any restrictive legend by crediting such aggregate number of Ordinary Shares to which the Holder is entitled pursuant to such conversion to the Holder’s (or its designee’s) account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred to as a “Notice Failure” and together with the event described in clause (ISection 3(c)(i) above, such Applicable Conversion Shares in the manner specified by Section 3(c)(i) above (each, a “"Conversion Failure”"), then, in addition to all other remedies available to the Holder, (1) the Company shall pay in cash (each, a "Conversion Failure Amount") to the Holder on for each day Trading Day after such Share Delivery Conversion Failure Deadline that the issuance of such Ordinary Common Shares is not timely effected an amount equal to 0.051% of the product of (xA) the sum of the number of Ordinary Common Shares not issued to the Holder on or prior to the Share Delivery Conversion Failure Deadline and to which the Holder is entitled, multiplied by (yB) any trading price the quotient of (x) the sum of the Ordinary VWAP of the Common Shares selected by the Holder in writing as in effect at any time of each Trading Day during the period beginning on the applicable Conversion Date and ending on the applicable Share Delivery Conversion Failure Deadline, divided by (y) that aggregate number of Trading Days in such period and (2) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s 's obligations to make payment of any payments Conversion Failure Amount which have accrued prior to the date of such notice pursuant to this Section 3(c)(ii) or otherwise. Such Conversion Failure Amount shall be due and payable to the Holder on or before the second (2nd) Business Day following the cure or waiver of such Conversion Failure or voiding of a Conversion Notice. In addition to the foregoing, if on or prior to the Share Delivery Deadline either (A)(1) if the Transfer Agent is not participating in FAST, the Company shall fail to issue and deliver to the Holder (or its designee) a certificate and register such Ordinary Shares on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, the Transfer Agent shall fail to credit the account of the Holder (or its designee) with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder or pursuant to the Company’s obligation pursuant to clause (II) below, or (B) a Notice Conversion Failure occurs, occurs and if on or after such Share Delivery Deadline Deadline, the Holder purchases acquires (in an open market transaction or otherwise) Ordinary Common Shares corresponding to all or any portion of the number of Ordinary Common Shares issuable upon such conversion that the Holder is entitled to receive from the Company and has not received from the Company in connection with, or as a result of, with such Conversion Failure or Notice Failure, as applicable (a “"Buy-In”"), then, in addition to all other remedies available to the Holder, the Company shall, within two (2) Business Days after receipt of the Holder’s request and in the Holder’s sole 's discretion, either: (I) within three (3) Business Days after the Holder's request, pay cash to the Holder in an amount equal to the Holder’s 's total purchase price (including brokerage commissions commissions, stock loan costs and other actual out-of-pocket expenses, if any) for the Ordinary Common Shares so purchased acquired (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “"Buy-In Price”"), at which point the Company’s 's obligation to so issue and deliver such certificate (and to issue such Ordinary Shares), or credit the account of such Holder (or its designee) with DTC for the number of Ordinary Applicable Conversion Shares to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) (and to issue such Ordinary Shares) shall terminate, or (II) within two (2) Business Days after the Holder's request, promptly honor its obligation to so issue and deliver to the Holder a certificate representing such Ordinary the Applicable Conversion Shares or credit the account of such Holder (or its designee) with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (x) such number of Ordinary Common Shares to which such Buy-In relates multiplied by (y) the lowest Closing Sale Price of the Ordinary Common Shares on any Trading Day during the period commencing on the date of the applicable Conversion Notice Date and ending on the date of such issuance and payment under this clause (II) (the “"Buy-In Payment Amount”"). Nothing in this Section 3(c)(ii) shall limit the Holder’s 's right to pursue any other remedies available to it hereunder, whether at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s 's failure to timely deliver a certificate representing Ordinary Shares, or to electronically deliver such Ordinary Shares, the Applicable Conversion Shares upon the conversion of this Note as required pursuant to the terms hereof. Notwithstanding the foregoing, the Company's failure to issue and deliver Applicable Conversion Shares by way of an Electronic Share Issuance via CDS or DTC by the Share Delivery Deadline, if due to the failure of the Holder to provide a Deposit ID or DWAC Control Number valid on such date of issuance, respectively, shall not be deemed to be a breach of this Note and shall not constitute a Conversion Failure.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery Deadline, either (I)(1I) if the Transfer Agent is not participating in FAST, to issue and deliver to the Holder (or its designee) a certificate for the number of Ordinary Shares to which the Holder is entitled and register such Ordinary Shares on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, to credit the balance account of the Holder (or its designee) the Holder’s designee with DTC for such number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion of this Note, Note (as the case may be, ) or (II) if if, following the earlier of (x) the Effectiveness Deadline (as defined in the Registration Rights Agreement) and (y) the Effective Date (as defined in the Registration Rights Agreement) of the initial Registration Statement, the Registration Statement covering the resale of the Ordinary Shares that are the subject of the Conversion Notice (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) so notify the Holder and (y) deliver the Ordinary Shares electronically without any restrictive legend by crediting such aggregate number of Ordinary Shares to which the Holder is entitled pursuant to such conversion to the Holder’s (or its designee’s) ’s balance account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred to as a “Notice Failure” and together with the event described in clause (I) above, a “Conversion Failure”), then, in addition to all other remedies available to the Holder, (1) the Company shall pay in cash to the Holder on each day after such Share Delivery Deadline that the issuance of such Ordinary Shares is not timely effected an amount equal to 0.05% one percent (1.0%) of the product of (xA) the sum of the number of Ordinary Shares not issued to the Holder on or prior to the Share Delivery Deadline and to which the Holder is entitled, multiplied by (yB) any trading price of the Ordinary Shares selected by the Holder in writing as in effect at any time during the period beginning on the applicable Conversion Date and ending on the applicable Share Delivery Deadline, Deadline and (2) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 3(c)(ii) or otherwise. In addition to the foregoing, if on or prior to the Share Delivery Deadline either (A)(1A) if the Transfer Agent is not participating in FAST, the Company shall fail to issue and deliver to the Holder (or its designee) a certificate and register such Ordinary Shares on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, the Transfer Agent shall fail to credit the balance account of the Holder (or its designee) the Holder’s designee with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder or pursuant to the Company’s obligation pursuant to clause (II) below, below or (B) a Notice Failure occurs, and if on or after such Share Delivery Deadline the Holder purchases acquires (in an open market transaction transaction, share loan or otherwise) Ordinary Shares corresponding to all or any portion of the number of Ordinary Shares issuable upon such conversion that the Holder is entitled to receive from the Company and has not received from the Company in connection with, or as a result of, with such Conversion Failure or Notice Failure, as applicable (a “Buy-In”), then, in addition to all other remedies available to the Holder, the Company shall, within two one (21) Business Days Day after receipt of the Holder’s request and in the Holder’s sole discretion, either: (I) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions commissions, share loan costs and other out-of-pocket expenses, if any) for the Ordinary Shares so purchased acquired (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such Ordinary Shares), ) or credit the balance account of such Holder (or its such Holder’s designee) , as applicable, with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) (and to issue such Ordinary Shares) shall terminate, or (II) promptly honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such Ordinary Shares or credit the balance account of such Holder (or its such Holder’s designee) , as applicable, with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (x) such number of Ordinary Shares multiplied by (y) the lowest Closing Sale Price of the Ordinary Shares on any Trading Day during the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payment under this clause (II) (the “Buy-In Payment Amount”). Nothing in this Section 3(c)(ii) shall limit the Holder’s right to pursue any other remedies available to it hereunder, whether 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 a certificate certificates representing Ordinary Shares, Shares (or to electronically deliver such Ordinary Shares, ) upon the conversion of this Note as required pursuant to the terms hereof.

Company’s Failure to Timely Convert. If within three (3) business days of the Company’s receipt of an executed copy of the Conversion Notice (so long as the applicable Preferred Stock Certificates and original Conversion Notice are received by the Company shall fail, for any reason or for no reason, on or prior to before such third business day) (the applicable “Share Delivery Deadline, either (I)(1Period”) if the Transfer Agent is not participating in FAST, shall fail to issue and deliver to the Holder (or its designee) a certificate for holder the number of Ordinary Shares shares of Common Stock to which the Holder is entitled and register such Ordinary Shares on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, to credit the account of the Holder (or its designee) with DTC for such number of Ordinary Shares to which the Holder holder is entitled upon the Holdersuch holder’s conversion of this Note, as the case may be, Series C Preferred Stock or (II) if to issue a new Preferred Stock Certificate representing the Registration Statement covering the resale of the Ordinary Shares that are the subject of the Conversion Notice (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) so notify the Holder and (y) deliver the Ordinary Shares electronically without any restrictive legend by crediting such aggregate number of Ordinary Shares shares of Series C Preferred Stock to which the Holder such holder is entitled pursuant to such conversion to the Holder’s Section 5(b)(ii) (or its designee’s) account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred to as a “Notice Failure” and together with the event described in clause (I) above, a “Conversion Failure”), then, in addition to all other available remedies available which such holder may pursue hereunder and under the Preferred Stock Purchase Agreement (the “Purchase Agreement”) between the Company and the initial holder of the Series C Preferred Stock dated as of the date hereof (including indemnification pursuant to the Holderterms thereof), (1) the Company shall pay in cash additional damages to the Holder such holder on each business day after such Share Delivery Deadline third (3rd) business day that the issuance of such Ordinary Shares conversion is not timely effected in an amount equal to 0.050.5% of the product of (xA) the sum of the number of Ordinary Shares shares of Common Stock not issued to the Holder holder on or prior a timely basis pursuant to the Share Delivery Deadline Section 5(b)(ii) and to which such holder is entitled and, in the Holder is entitled, multiplied by (y) any trading price of event the Ordinary Shares selected by the Holder in writing as in effect at any time during the period beginning on the applicable Conversion Date and ending on the applicable Share Delivery Deadline, and (2) the Holder, upon written notice Company has failed to deliver a Preferred Stock Certificate to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this Note that has not been converted holder on a timely basis pursuant to such Conversion NoticeSection 5(b)(ii), provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 3(c)(ii) or otherwise. In addition to the foregoing, if on or prior to the Share Delivery Deadline either (A)(1) if the Transfer Agent is not participating in FAST, the Company shall fail to issue and deliver to the Holder (or its designee) a certificate and register such Ordinary Shares on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, the Transfer Agent shall fail to credit the account of the Holder (or its designee) with DTC for the number of Ordinary Shares to shares of Common Stock issuable upon conversion of the shares of Series C Preferred Stock represented by such Preferred Stock Certificate, as of the last possible date which the Holder is entitled upon the Holder’s conversion hereunder or pursuant Company could have issued such Preferred Stock Certificate to the Company’s obligation pursuant to clause (II) belowsuch holder without violating Section 5(b)(ii), or times (B) a Notice Failure occurs, and if on or after such Share Delivery Deadline the Holder purchases (in an open market transaction or otherwise) Ordinary Shares corresponding to all or any portion of the number of Ordinary Shares issuable upon such conversion that the Holder is entitled to receive from the Company and has not received from the Company in connection with, or as a result of, such Conversion Failure or Notice Failure, as applicable (a “Buy-In”), then, in addition to all other remedies available to the Holder, the Company shall, within two (2) Business Days after receipt of the Holder’s request and in the Holder’s sole discretion, either: (I) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the Ordinary Shares so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such Ordinary Shares), or credit the account of such Holder (or its designee) with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder Closing Bid Price (as the case may be) (and to issue such Ordinary Shares) shall terminate, or (II) promptly honor its obligation to so issue and deliver to the Holder a certificate representing such Ordinary Shares or credit the account of such Holder (or its designee) with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) and pay cash to the Holder in an amount equal to the excess (if anyhereinafter defined) of the Buy-In Price over the product of (x) such number of Ordinary Shares multiplied by (y) the lowest Closing Sale Price of the Ordinary Shares on any Trading Day during the period commencing Common Stock on the date of the applicable Conversion Notice and ending on the date of such issuance and payment under this clause (II) (the “Buy-In Payment Amount”). Nothing in this Section 3(c)(ii) shall limit the Holder’s right to pursue any other remedies available to it hereunder, whether 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 a certificate representing Ordinary Shares, or to electronically deliver such Ordinary Shares, upon the conversion of this Note as required pursuant to the terms hereof.last possible date

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior other than pursuant to the applicable Share Delivery Deadline, either (I)(1) if the Transfer Agent is not participating in FASTSection 3(d), to issue and deliver a certificate to the Holder (or its designee) a certificate credit the Holder’s balance account with DTC for the number of Ordinary Shares to which the Holder is entitled and register such Ordinary Shares on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, to credit the account shares of the Holder (or its designee) with DTC for such number of Ordinary Shares Common Stock to which the Holder is entitled upon the Holder’s conversion of this Note, as any Conversion Amount on or prior to the case may be, or (II) if the Registration Statement covering the resale of the Ordinary Shares that are the subject of date which is five Business Days after the Conversion Notice Date (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) so notify the Holder and (y) deliver the Ordinary Shares electronically without any restrictive legend by crediting such aggregate number of Ordinary Shares to which the Holder is entitled pursuant to such conversion to the Holder’s (or its designee’s) account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred to as a “Notice Failure” and together with the event described in clause (I) above, a “Conversion Failure”), then, in addition to all other remedies available to the Holder, then (1A) the Company shall pay damages in cash to the Holder on for each day after such Share Delivery Deadline that the issuance date of such Ordinary Shares is not timely effected Conversion Failure in an amount amount (1) Insert in Notes number equal to 0.05(x) 115% of (y) the arithmetic average of the Weighted Average Price of the Common Stock for the ten (10) consecutive Trading Days ending on the Trading Day immediately preceding the Closing Date (the “Measured Closing Price”). equal to 1.5% of the product of (xI) the sum of the number of Ordinary Shares shares of Common Stock not issued to the Holder on or prior to the Share Delivery Deadline Date and to which the Holder is entitled, multiplied by and (yII) any trading price the Closing Sale Price of the Ordinary Shares selected by the Holder in writing as in effect at any time during the period beginning Common Stock on the applicable Conversion Share Delivery Date and ending on the applicable Share Delivery Deadline, and (2B) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (returned, as the case may be) , any portion of this Note that has not been converted pursuant to such Conversion Notice, ; provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 3(c)(ii) or otherwise. In addition to the foregoing, if on or prior to within three (3) Trading Days after the Share Delivery Deadline either (A)(1) if Company’s receipt of the Transfer Agent is not participating in FAST, facsimile copy of a Conversion Notice the Company shall fail to issue and deliver a certificate to the Holder (or its designee) a certificate and register such Ordinary Shares on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, the Transfer Agent shall fail to credit the Holder’s balance account of the Holder (or its designee) with DTC for the number of Ordinary Shares shares of Common Stock to which the Holder is entitled upon the Holdersuch holder’s conversion hereunder or pursuant to the Company’s obligation pursuant to clause (II) below, or (B) a Notice Failure occursof any Conversion Amount, and if on or after such Share Delivery Deadline Trading Day the Holder purchases (in an open market transaction or otherwise) Ordinary Shares corresponding Common Stock to all or any portion deliver in satisfaction of a sale by the number Holder of Ordinary Shares Common Stock issuable upon such conversion that the Holder is entitled to receive anticipated receiving from the Company and has not received from the Company in connection with, or as a result of, such Conversion Failure or Notice Failure, as applicable (a “Buy-In”), then, in addition to all other remedies available to the Holder, then the Company shall, within two three (23) Business Days after receipt of the Holder’s request and in the Holder’s sole discretion, either: either (Ii) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out-of-pocket expensescommissions, if any) for the Ordinary Shares shares of Common Stock so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such Ordinary Shares), or credit the account of such Holder (or its designee) with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) (and to issue such Ordinary SharesCommon Stock) shall terminate, or (IIii) promptly honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such Ordinary Shares or credit the account of such Holder (or its designee) with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) Common Stock and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (xA) such number of Ordinary Shares multiplied by shares of Common Stock, times (yB) the lowest Closing Sale Bid Price of the Ordinary Shares on any Trading Day during the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payment under this clause (II) (the “Buy-In Payment Amount”). Nothing in this Section 3(c)(ii) shall limit the Holder’s right to pursue any other remedies available to it hereunder, whether 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 a certificate representing Ordinary Shares, or to electronically deliver such Ordinary Shares, upon the conversion of this Note as required pursuant to the terms hereofDate.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery Deadline, either (I)(1) if the Transfer Agent is not participating in FAST, to issue and deliver to the Holder (or its designee) by the Deadline, a certificate for the number of Ordinary Shares shares of common stock to which the Holder is entitled and register such Ordinary Shares shares of common stock on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, or to credit the account of the Holder (Holder’s or its designee) ’s balance account with DTC for such number of Ordinary Shares shares of Common Stock to which the Holder is entitled upon the Holder’s conversion of this Note, any Conversion Amount (as the case may be, or ) (II) if the Registration Statement covering the resale of the Ordinary Shares that are the subject of the Conversion Notice (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) so notify the Holder and (y) deliver the Ordinary Shares electronically without any restrictive legend by crediting such aggregate number of Ordinary Shares to which the Holder is entitled pursuant to such conversion to the Holder’s (or its designee’s) account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred to as a “Notice Failure” and together with the event described in clause (I) above, a “Conversion Failure”), then, in addition to all other remedies available to the Holder, (1) the Company shall pay in cash to the Holder on each day Trading Day after such Share Delivery Deadline third (3rd) Trading Day that the issuance of such Ordinary Shares shares of Common Stock is not timely effected an amount equal to 0.051% of the product of (xA) the sum of the number of Ordinary Shares shares of Common Stock not issued to the Holder on or prior to the Share Delivery Deadline a timely basis and to which the Holder is entitled, entitled multiplied by (yB) any trading price the Closing Sale Price of the Ordinary Shares selected by Common Stock on the Trading Day immediately preceding the last possible date which the Company could have issued such shares of Common Stock to the Holder in writing as in effect at any time during the period beginning on the applicable Conversion Date and ending on the applicable Share Delivery Deadline, without violating Section 5(h) and (2) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 3(c)(ii5(k) or otherwise. In addition to For purposes of this Note, "Closing Sale Price” means, for any security as of any date, the foregoinglast closing bid price and last trade price, respectively, for such security on the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing bid price or last trade price, respectively, of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if on no closing bid price or prior to the Share Delivery Deadline either (A)(1) if the Transfer Agent last trade price, respectively, is not participating in FASTreported for such security by Bloomberg, the Company shall fail to issue and deliver to the Holder (or its designee) a certificate and register such Ordinary Shares on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, the Transfer Agent shall fail to credit the account average of the Holder (or its designee) with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder or pursuant to the Company’s obligation pursuant to clause (II) belowbid prices, or the ask prices, respectively, of any market makers for such security as reported in the “pink sheets” by OTC Markets Group, Inc. (B) formerly Pink Sheets LLC). If the Closing Sale Price cannot be calculated for a Notice Failure occurs, and if security on or after such Share Delivery Deadline the Holder purchases (in an open market transaction or otherwise) Ordinary Shares corresponding to all or a particular date on any portion of the number of Ordinary Shares issuable upon such conversion that foregoing bases, then the Holder is entitled to receive from the Company and has not received from the Company in connection withClosing Sale Price, or as a result of, such Conversion Failure or Notice Failure, as applicable (a “Buy-In”), then, in addition to all other remedies available to the Holder, the Company shall, within two (2) Business Days after receipt of the Holder’s request and in the Holder’s sole discretion, either: (I) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the Ordinary Shares so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such Ordinary Shares), or credit the account of such Holder (or its designee) with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) (, of such security on such date shall be the fair market value as mutually determined by the Company and to issue such Ordinary Shares) shall terminate, or (II) promptly honor its obligation to so issue the Holder. If the Company and deliver to the Holder a certificate representing such Ordinary Shares or credit are unable to agree upon the account fair market value of such Holder (security, then such dispute shall be resolved pursuant to Section 13. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination or its designee) with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (x) such number of Ordinary Shares multiplied by (y) the lowest Closing Sale Price of the Ordinary Shares on any Trading Day other similar transaction during the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payment under this clause (II) (the “Buy-In Payment Amount”). Nothing in this Section 3(c)(ii) shall limit the Holder’s right to pursue any other remedies available to it hereunder, whether 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 a certificate representing Ordinary Shares, or to electronically deliver such Ordinary Shares, upon the conversion of this Note as required pursuant to the terms hereofcalculation period.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery Deadline, either (I)(1I) if the Transfer Agent is not participating in FAST, to issue and deliver to the Holder (or its designee) a certificate for the number of Ordinary Shares to which the Holder is entitled and register such Ordinary Shares on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, to credit the balance account of the Holder (or its designee) the Holder’s designee with DTC for such number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion of this Note, Note (as the case may be, ) or (II) if if, following the earlier of (x) the Effectiveness Deadline (as defined in the Registration Rights Agreement) and (y) the Effective Date (as defined in the Registration Rights Agreement) of the initial Registration Statement, the Registration Statement covering the resale of the Ordinary Shares that are the subject of the Conversion Notice (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) so notify the Holder and (y) deliver the Ordinary Shares electronically without any restrictive legend by crediting such aggregate number of Ordinary Shares to which the Holder is entitled pursuant to such conversion to the Holder’s (or its designee’s) ’s balance account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred to as a “Notice Failure” and together with the event described in clause (I) above, a “Conversion Failure”), then, in addition to all other remedies available to the Holder, (1) the Company shall pay in cash to the Holder on each day after such Share Delivery Deadline that the issuance of such Ordinary Shares is not timely effected an amount equal to 0.05% one percent (1.0%) of the product of (xA) the sum of the number of Ordinary Shares not issued to the Holder on or prior to the Share Delivery Deadline and to which the Holder is entitled, multiplied by (yB) any trading price of the Ordinary Shares selected by the Holder in writing as in effect at any time during the period beginning on the applicable Conversion Date and ending on the applicable Share Delivery Deadline, Deadline and (2) the Holder, upon written notice to the Company, may m4ay void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 3(c)(ii) or otherwise. In addition to the foregoing, if on or prior to the Share Delivery Deadline either (A)(1A) if the Transfer Agent is not participating in FAST, the Company shall fail to issue and deliver to the Holder (or its designee) a certificate and register such Ordinary Shares on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, the Transfer Agent shall fail to credit the balance account of the Holder (or its designee) the Holder’s designee with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder or pursuant to the Company’s obligation pursuant to clause (II) below, below or (B) a Notice Failure occurs, and if on or after such Share Delivery Deadline the Holder purchases acquires (in an open market transaction transaction, stock loan or otherwise) Ordinary Shares corresponding to all or any portion of the number of Ordinary Shares issuable upon such conversion that the Holder is entitled to receive from the Company and has not received from the Company in connection with, or as a result of, with such Conversion Failure or Notice Failure, as applicable (a “Buy-In”), then, in addition to all other remedies available to the Holder, the Company shall, within two one (21) Business Days Day after receipt of the Holder’s request and in the Holder’s sole discretion, either: (I) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions commissions, stock loan costs and other out-of-pocket expenses, if any) for the Ordinary Shares so purchased acquired (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such Ordinary Shares), ) or credit the balance account of such Holder (or its such Holder’s designee) , as applicable, with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) (and to issue such Ordinary Shares) shall terminate, or (II) promptly honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such Ordinary Shares or credit the balance account of such Holder (or its such Holder’s designee) , as applicable, with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (x) such number of Ordinary Shares multiplied by (y) the lowest Closing Sale Price of the Ordinary Shares on any Trading Day during the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payment under this clause (II) (the “Buy-In Payment Amount”). Nothing in this Section 3(c)(ii) shall limit the Holder’s right to pursue any other remedies available to it hereunder, whether 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 a certificate certificates representing Ordinary Shares, Shares (or to electronically deliver such Ordinary Shares, ) upon the conversion of this Note as required pursuant to the terms hereof.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to issue to the applicable Holder within three (3) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise) (the “Share Delivery Deadline”), either (I)(1) if the Transfer Agent is not participating in FAST, to issue and deliver to the Holder (or its designee) a certificate for the number of Ordinary Shares shares of Common Stock to which the Holder is entitled and register such Ordinary Shares shares of Common Stock on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, or to credit the account of the Holder (Holder’s or its designee) ’s balance account with DTC for such number of Ordinary Shares shares of Common Stock to which the Holder is entitled upon the Holder’s conversion of this Note, as the case may be, or (II) if the Registration Statement covering the resale of the Ordinary Shares that are the subject of the any Conversion Notice (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) so notify the Holder and (y) deliver the Ordinary Shares electronically without any restrictive legend by crediting such aggregate number of Ordinary Shares to which the Holder is entitled pursuant to such conversion to the Holder’s (or its designee’s) account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred to as a “Notice Failure” and together with the event described in clause (I) above, a “Conversion Failure”), then, in addition to all other remedies available to the Holder, (1) the Company shall pay in cash to the Holder on each day after such Share Delivery Deadline that the issuance of such Ordinary Shares is not timely effected an amount equal to 0.05% of the product of (x) the sum of the number of Ordinary Shares not issued to the Holder on or prior to the Share Delivery Deadline and to which the Holder is entitled, multiplied by (y) any trading price of the Ordinary Shares selected by the Holder in writing as in effect at any time during the period beginning on the applicable Conversion Date and ending on the applicable Share Delivery Deadline, and (2) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned Amount (as the case may be) any portion of this Note that has not been converted pursuant to such (a “Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 3(c)(iiFailure”) or otherwise. In addition to the foregoing, if on or prior to the Share Delivery Deadline either (A)(1) if the Transfer Agent is not participating in FAST, the Company shall fail to issue and deliver to the Holder (or its designee) a certificate and register such Ordinary Shares on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, the Transfer Agent shall fail to credit the account of the Holder (or its designee) with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder or pursuant to the Company’s obligation pursuant to clause (II) below, or (B) a Notice Failure occurs, and if on or after such Share Delivery Deadline the Holder (or any other Person in respect, or on behalf, of the Holder) purchases (in an open market transaction or otherwise) Ordinary Shares corresponding shares of Common Stock to deliver in satisfaction of a sale by the Holder 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 Ordinary Shares shares of Common Stock, issuable upon such conversion that the Holder is entitled to receive so anticipated receiving from the Company and has not received from the Company in connection with, or as a result of, such Conversion Failure or Notice Failure, as applicable (a “Buy-In”)Company, then, in addition to all other remedies available to the Holder, the Company shall, within two three (23) Business Days after receipt of the Holder’s written request and in the Holder’s sole discretion, either: (Ii) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the Ordinary Shares shares of Common Stock so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such Ordinary Shares), or credit the Holder’s balance account of such Holder (or its designee) with DTC for the number of Ordinary Shares shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) (and to issue such Ordinary Sharesshares of Common Stock) shall terminate, or (IIii) promptly honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such Ordinary Shares shares of Common Stock or credit the Holder’s balance account of such Holder (or its designee) with DTC for the number of Ordinary Shares shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (xA) such number of Ordinary Shares shares of Common Stock multiplied by (yB) the lowest Closing Sale Price of the Ordinary Shares Common Stock on any Trading Day during the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payment under this clause (II) (the “Buy-In Payment Amount”ii). Nothing in this Section 3(c)(ii) shall limit the Holder’s right to pursue any other remedies available to it hereunder, whether 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 a certificate representing Ordinary Shares, or to electronically deliver such Ordinary Shares, upon the conversion of this Note as required pursuant to the terms hereof.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery Deadline, either (I)(1) if the Transfer Agent is not participating in FASTthe DTC Fast Automated Securities Transfer Program, to issue and deliver to the Holder (or its designee) a certificate for the number of Ordinary Shares shares of Common Stock to which the Holder is entitled and register such Ordinary Shares shares of Common Stock on the Company’s share register or, (2) if the Transfer Agent is participating in FASTthe DTC Fast Automated Securities Transfer Program, to credit the balance account of the Holder (or its designee) the Holder’s designee with DTC for such number of Ordinary Shares shares of Common Stock to which the Holder is entitled upon the Holder’s conversion of this Note, as the case may be, or (II) if the Registration Statement covering the resale of the Ordinary Shares that are the subject of the Conversion Notice (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) so notify the Holder and (y) deliver the Ordinary Shares electronically without any restrictive legend by crediting such aggregate number of Ordinary Shares to which the Holder is entitled pursuant to such conversion to the Holder’s (or its designee’s) account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred to as a “Notice Failure” and together with the event described in clause (I) above, a “Conversion Failure”), then, in addition to all other remedies available to the Holder, (1) the Company shall pay in cash to the Holder on each day after such Share Delivery Deadline that the issuance of such Ordinary Shares is not timely effected an amount equal to 0.05% of the product of (x) the sum of the number of Ordinary Shares not issued to the Holder on or prior to the Share Delivery Deadline and to which the Holder is entitled, multiplied by (y) any trading price of the Ordinary Shares selected by the Holder in writing as in effect at any time during the period beginning on the applicable Conversion Date and ending on the applicable Share Delivery Deadline, and (2) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned Security (as the case may be) any portion of this Note that has not been converted pursuant to such (a “Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 3(c)(ii) or otherwise. In addition to the foregoing, if on or prior to the Share Delivery Deadline either (A)(1) if the Transfer Agent is not participating in FAST, the Company shall fail to issue and deliver to the Holder (or its designee) a certificate and register such Ordinary Shares on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, the Transfer Agent shall fail to credit the account of the Holder (or its designee) with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder or pursuant to the Company’s obligation pursuant to clause (II) below, or (B) a Notice Failure occursFailure”), and if on or after such Share Delivery Deadline the Holder purchases (in an open market transaction or otherwise) Ordinary Shares shares of Common Stock corresponding to all or any portion of the number of Ordinary Shares shares of Common Stock issuable upon such conversion that the Holder is entitled to receive from the Company and has not received from the Company in connection with, or as a result of, with such Conversion Failure or Notice Failure, as applicable (a “Buy-In”), then, in addition to all other remedies available to the Holder, the Company shall, within two three (23) Business Days after receipt of the Holder’s request and in the Holder’s sole discretion, either: (I) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the Ordinary Shares shares of Common Stock so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such Ordinary Shares), shares of Common Stock) or credit the balance account of such Holder (or its such Holder’s designee) , as applicable, with DTC for the number of Ordinary Shares shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) (and to issue such Ordinary Sharesshares of Common Stock) shall terminate, or (II) promptly honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such Ordinary Shares shares of Common Stock or credit the balance account of such Holder (or its such Holder’s designee) , as applicable, with DTC for the number of Ordinary Shares shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (x) such number of Ordinary Shares shares of Common Stock multiplied by (y) the lowest Closing Sale Price of the Ordinary Shares Common Stock on any Trading Day during the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payment under this clause (II) (the “Buy-In Payment Amount”). Nothing in this Section 3(c)(ii) shall limit the Holder’s right to pursue any other remedies available to it hereunder, whether 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 a certificate certificates representing Ordinary Shares, shares of Common Stock (or to electronically deliver such Ordinary Shares, shares of Common Stock) upon the conversion of this Note Security as required pursuant to the terms hereof; provided that the payments by the Company set forth in this Section 3(c)(ii) shall be deemed to satisfy fully its obligations to delivery any shares of Common Stock pursuant to Section 3(c)(i).

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery DeadlineDate, either (I)(1) if the Transfer Agent is not participating in FAST, to issue and deliver to the Holder (or its designee) a certificate for the number of Ordinary Shares shares of Common Stock to which the Holder is entitled and register such Ordinary Shares shares of Common Stock on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, to credit the balance account of the Holder (or its designee) the Holder’s designee with DTC for such number of Ordinary Shares shares of Common Stock to which the Holder is entitled upon the Holder’s conversion of this Note, Note (as the case may be, or ) (II) if the Registration Statement covering the resale of the Ordinary Shares that are the subject of the Conversion Notice (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) so notify the Holder and (y) deliver the Ordinary Shares electronically without any restrictive legend by crediting such aggregate number of Ordinary Shares to which the Holder is entitled pursuant to such conversion to the Holder’s (or its designee’s) account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred to as a “Notice Failure” and together with the event described in clause (I) above, a “Conversion Failure”), then, in addition to all other remedies available to the Holder, (1) the Company shall pay in cash to the Holder on each day after such Share Delivery Deadline Date that the issuance of such Ordinary Shares shares of Common Stock is not timely effected an amount equal to 0.051.5% of the product of (xA) the sum of the number of Ordinary Shares shares of Common Stock not issued to the Holder on or prior to the Share Delivery Deadline Date and to which the Holder is entitled, multiplied by (yB) any trading price VWAP of the Ordinary Shares Common Stock of any Trading Day (as selected by the Holder in writing as in effect at any time writing) during the period beginning on the applicable Conversion Date and ending on the applicable Share Delivery Deadline, Date and (2) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 3(c)(ii(3)(b)(ii) or otherwise. In addition to the foregoing, if on or prior to the Share Delivery Deadline either (A)(1) Date if the Transfer Agent is not participating in FAST, the Company shall fail to issue and deliver to the Holder (or its designee) a certificate and register such Ordinary Shares shares of Common Stock on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, the Transfer Agent shall fail to credit the balance account of the Holder (or its designee) the Holder’s designee with DTC for the number of Ordinary Shares shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder or pursuant to the Company’s obligation pursuant to clause (II) below, or (B) a Notice Failure occurs, and if on or after such Share Delivery Deadline the Holder purchases (in an open market transaction or otherwise) Ordinary Shares corresponding to all or any portion of the number of Ordinary Shares issuable upon such conversion that the Holder is entitled to receive from the Company and has not received from the Company in connection with, or as a result of, such Conversion Failure or Notice Failure, as applicable (a “Buy-In”), then, in addition to all other remedies available to the Holder, the Company shall, within two (2) Business Days after receipt of the Holder’s request and in the Holder’s sole discretion, either: (I) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the Ordinary Shares so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such Ordinary Shares), or credit the account of such Holder (or its designee) with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) (and to issue such Ordinary Shares) shall terminate, or (II) promptly honor its obligation to so issue and deliver to the Holder a certificate representing such Ordinary Shares or credit the account of such Holder (or its designee) with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (x) such number of Ordinary Shares multiplied by (y) the lowest Closing Sale Price of the Ordinary Shares on any Trading Day during the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payment under this clause (II) (the “Buy-In Payment Amount”). Nothing in this Section 3(c)(ii) shall limit the Holder’s right to pursue any other remedies available to it hereunder, whether 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 a certificate representing Ordinary Shares, or to electronically deliver such Ordinary Shares, upon the conversion of this Note as required pursuant to the terms hereof.which

Company’s Failure to Timely Convert. If Subject to the terms and conditions of this Certificate of Designations, if within three (3) trading days of the Company's receipt of the facsimile copy of the executed Conversion Notice (the third of such three days, the "Delivery Date") the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery Deadline, either fails (I)(1x) if the Transfer Agent is not participating in FAST, to issue and deliver to the Holder (or its designeea holder, in accordance with Section 4(b)(ii) a certificate for hereof, the number of Ordinary Shares shares of Common Stock to which the Holder is entitled and register such Ordinary Shares on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, to credit the account of the Holder (or its designee) with DTC for such number of Ordinary Shares to which the Holder holder is entitled upon the Holder’s such holder's conversion of this Notethe Series B or (y) to issue a new Preferred Stock Certificate representing the number of shares of Series B to which such holder is entitled pursuant to Section 4(a) ("Conversion Failure"), then in addition to all other available remedies which such holder may pursue hereunder and under the Series B Convertible Preferred Stock Purchase Agreement (the "Purchase Agreement") to be entered into among the Company and the initial holders of the Series B (including indemnification pursuant to Section 6 thereof), the Company shall pay additional damages to such holder on each business day after the Delivery Date in an amount equal 0.5% of the product of (A) the sum of the number of shares of Common Stock not issued to the holder on a timely basis pursuant to Section 4(a) to which such holder is entitled and, in the event the Company has failed to deliver a Preferred Stock Certificate to the holder on a timely basis pursuant to Section 4(b)(ii), the number of shares of Common Stock issuable upon conversion of the shares of Series B represented by such Preferred Stock Certificate, as of the last possible date which the Company could have issued such Preferred Stock Certificate to such holder without violating Section 4(b)(ii) and (B) the Closing Bid Price (as defined below) of the Common Stock on the last possible date which the Company could have issued such Common Stock or such Preferred Stock Certificate, as the case may be, to such holder without violating Section 4(b)(ii). The term "Closing Bid Price" shall mean, for any security as of any date, the last closing bid price of such security on the OTC Bulletin Board or (II) other principal exchange on which such security is traded as reported by Bloomberg, or, if no closing bid price is reported for such security by Bloomberg, the Registration Statement covering last closing trade price of such security as reported by Bloomberg, or, if no last closing trade price is reported for such security by Bloomberg, the resale average of the Ordinary Shares that are bid prices of any market makers for such security as reported in the subject "pink sheets" by the National Quotation Bureau, Inc. If the Closing Bid Price cannot be calculated for such security on any date on any of the Conversion Notice (foregoing bases, the “Unavailable Conversion Shares”) is not available for the resale Closing Bid Price of such Unavailable Conversion Shares and security on such date shall be the Company fails to promptly, but in no event later than fair market value as required pursuant to the Registration Rights Agreement (x) so notify the Holder and (y) deliver the Ordinary Shares electronically without any restrictive legend mutually determined by crediting such aggregate number of Ordinary Shares to which the Holder is entitled pursuant to such conversion to the Holder’s (or its designee’s) account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred to as a “Notice Failure” and together with the event described in clause (I) above, a “Conversion Failure”), then, in addition to all other remedies available to the Holder, (1) the Company shall pay in cash to the Holder on each day after such Share Delivery Deadline that the issuance of such Ordinary Shares is not timely effected an amount equal to 0.05% of the product of (x) the sum of the number of Ordinary Shares not issued to the Holder on or prior to the Share Delivery Deadline and to which the Holder is entitled, multiplied by (y) any trading price of the Ordinary Shares selected by the Holder in writing as in effect at any time during the period beginning on the applicable Conversion Date and ending on the applicable Share Delivery Deadline, and (2) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 3(c)(ii) or otherwise. In addition to the foregoing, if on or prior to the Share Delivery Deadline either (A)(1) if the Transfer Agent is not participating in FAST, the Company shall fail to issue and deliver to the Holder (or its designee) a certificate and register such Ordinary Shares on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, the Transfer Agent shall fail to credit the account of the Holder (or its designee) with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder or pursuant to the Company’s obligation pursuant to clause (II) below, or (B) a Notice Failure occurs, and if on or after such Share Delivery Deadline the Holder purchases (in an open market transaction or otherwise) Ordinary Shares corresponding to all or any portion of the number of Ordinary Shares issuable upon such conversion that the Holder is entitled to receive from the Company and has not received from the Company in connection with, or as holders of a result of, such Conversion Failure or Notice Failure, as applicable (a “Buy-In”), then, in addition to all other remedies available to the Holder, the Company shall, within two (2) Business Days after receipt majority of the Holder’s request and in the Holder’s sole discretion, either: (I) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the Ordinary Shares so purchased (including, without limitation, by any other Person in respect, or on behalf, outstanding shares of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such Ordinary Shares), or credit the account of such Holder (or its designee) with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) (and to issue such Ordinary Shares) shall terminate, or (II) promptly honor its obligation to so issue and deliver to the Holder a certificate representing such Ordinary Shares or credit the account of such Holder (or its designee) with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (x) such number of Ordinary Shares multiplied by (y) the lowest Closing Sale Price of the Ordinary Shares on any Trading Day during the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payment under this clause (II) (the “Buy-In Payment Amount”). Nothing in this Section 3(c)(ii) shall limit the Holder’s right to pursue any other remedies available to it hereunder, whether 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 a certificate representing Ordinary Shares, or to electronically deliver such Ordinary Shares, upon the conversion of this Note as required pursuant to the terms hereof.Series B.

Company’s Failure to Timely Convert. If the Company shall failfail to issue, for any reason or for no reason, on or prior to cause the applicable Share Delivery Deadline, either (I)(1) if the Transfer Agent is not participating in FASTissuance, to issue and deliver to the Holder (or its designee) a certificate for the number of Ordinary Shares shares of Common Stock to which the Holder is entitled and register such Ordinary Shares on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, to credit the account of the Holder (or its designee) with DTC for such number of Ordinary Shares to which the each Holder is entitled upon the Holder’s 's conversion of this Series 1 Bridge Note within four (4) Business Days following (i) the date of receipt by the Company of a Holder Conversion Notice in the event of a voluntary conversion by Holder pursuant to Section 3(b) or 5 or (ii) the date of the Company Conversion Note, as in the case may be, or (II) if event of conversion at the Registration Statement covering the resale option of the Ordinary Shares that are the subject of the Conversion Notice (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement Section 3(a); (x) so notify the Holder and (y) deliver the Ordinary Shares electronically without any restrictive legend by crediting such aggregate number of Ordinary Shares to which the Holder is entitled pursuant to such conversion to the Holder’s (or its designee’s) account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred to as a “Notice Failure” and together with the event described in clause (I) abovecollectively, a “"Conversion Failure”Event"), then, in addition to all other available remedies available which such Holder may pursue hereunder and under the Purchase Agreement between the Company and the initial holder of this Series 1 Bridge Note (including indemnification pursuant to the HolderSection 6.18 thereof), (1) the Company shall pay in cash as additional damages to the Holder on each day after such Share Delivery Deadline that the issuance date of such Ordinary receipt by the Company for the Conversion Notice or the date of the Conversion Event until the Conversion Shares is not timely effected are received by Holder, an amount equal to 0.051.0% of the product of (xA) the sum of the number of Ordinary Shares shares of Common Stock not issued to the Holder on or prior to the Share Delivery Deadline and to which the Holder is entitled, entitled multiplied by (yB) any trading price the Closing Bid Price of the Ordinary Shares selected by the Holder in writing as in effect at any time during the period beginning Common Stock on the applicable Conversion Date and ending on the applicable Share Delivery Deadline, and (2) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to Business Day following the date of such notice pursuant to this Section 3(c)(ii) or otherwise. In addition to the foregoing, if on or prior to the Share Delivery Deadline either (A)(1) if the Transfer Agent is not participating in FAST, receipt by the Company shall fail to issue and deliver to the Holder (or its designee) a certificate and register such Ordinary Shares on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, the Transfer Agent shall fail to credit the account of the Holder (Conversion Notice or its designee) with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder or pursuant to the Company’s obligation pursuant to clause (II) below, or (B) a Notice Failure occurs, and if on or after such Share Delivery Deadline the Holder purchases (in an open market transaction or otherwise) Ordinary Shares corresponding to all or any portion of the number of Ordinary Shares issuable upon such conversion that the Holder is entitled to receive from the Company and has not received from the Company in connection with, or as a result of, such Conversion Failure or Notice Failure, as applicable (a “Buy-In”), then, in addition to all other remedies available to the Holder, the Company shall, within two (2) Business Days after receipt of the Holder’s request and in the Holder’s sole discretion, either: (I) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the Ordinary Shares so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such Ordinary Shares), or credit the account of such Holder (or its designee) with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) (and to issue such Ordinary Shares) shall terminate, or (II) promptly honor its obligation to so issue and deliver to the Holder a certificate representing such Ordinary Shares or credit the account of such Holder (or its designee) with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (x) such number of Ordinary Shares multiplied by (y) the lowest Closing Sale Price of the Ordinary Shares on any Trading Day during the period commencing on the date of the applicable Conversion Notice Event. Such damages shall be computed and ending on the date due and payable daily. The foregoing notwithstanding, Holder at its option may withdraw a Conversion Notice, and remain a holder of such issuance and payment under this clause (II) (the “Buy-In Payment Amount”). Nothing in Series 1 Bridge Note, if Holder has otherwise complied with this Section 3(c)(ii) shall limit the Holder’s right to pursue any other remedies available to it hereunder, whether 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 a certificate representing Ordinary Shares, or to electronically deliver such Ordinary Shares, upon the conversion of this Note as required pursuant to the terms hereof6.

Company’s Failure to Timely Convert. If Subject to Section 3(d), if the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery Deadline, either (I)(1) if the Transfer Agent is not participating in FAST, fail to issue and deliver a certificate to the Holder (or its designee) a certificate credit the Holder’s balance account with DTC for the number of Ordinary Shares to which the Holder is entitled and register such Ordinary Shares on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, to credit the account shares of the Holder (or its designee) with DTC for such number of Ordinary Shares Common Stock to which the Holder is entitled upon the Holder’s conversion of this Noteany Conversion Amount on or prior to the date which is five Business Days after the Conversion Date, as the case may beprovided, or (II) that if the Registration Statement covering Company shall not have timely delivered a Confirmation Receipt, the resale of Holder shall have retransmitted by facsimile its Conversion Notice on or prior to the Ordinary Shares that are the subject of date which is three Business Days after the Conversion Notice Date (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) so notify the Holder and (y) deliver the Ordinary Shares electronically without any restrictive legend by crediting such aggregate number of Ordinary Shares to which the Holder is entitled pursuant to such conversion to the Holder’s (or its designee’s) account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred to as a “Notice Failure” and together with the event described in clause (I) above, a “Conversion Failure”), then, in addition to all other remedies available to the Holder, then (1A) the Company shall pay in cash damages to the Holder on for each day after such Share Delivery Deadline that the issuance date of such Ordinary Shares is not timely effected Conversion Failure in an amount equal to 0.051.0% of the product of (xI) the sum of the number of Ordinary Shares shares of Common Stock not issued to the Holder on or prior to the Share Delivery Deadline Date and to which the Holder is entitled, multiplied by and (yII) any trading price the Weighted Average Price of the Ordinary Shares selected by the Holder in writing as in effect at any time during the period beginning Common Stock on the applicable Conversion Share Delivery Date and ending on the applicable Share Delivery Deadline, and (2B) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (returned, as the case may be) , any portion of this Note Debenture that has not been converted pursuant to such Conversion Notice, ; provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 3(c)(ii) or otherwise. In addition to the foregoing, if on or prior to the Share Delivery Deadline either (A)(1) if the Transfer Agent is not participating in FAST, the Company shall fail to issue and deliver to the Holder (or its designee) a certificate and register such Ordinary Shares on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, the Transfer Agent shall fail to credit the account of the Holder (or its designee) with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder or pursuant to the Company’s obligation pursuant to clause (II) below, or (B) a Notice Failure occurs, and if on or after such Share Delivery Deadline the Holder purchases (in an open market transaction or otherwise) Ordinary Shares corresponding to all or any portion of the number of Ordinary Shares issuable upon such conversion that the Holder is entitled to receive from the Company and has not received from the Company in connection with, or as a result of, such Conversion Failure or Notice Failure, as applicable (a “Buy-In”), then, in addition to all other remedies available to the Holder, the Company shall, within two (2) Business Days after receipt of the Holder’s request and in the Holder’s sole discretion, either: (I) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the Ordinary Shares so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such Ordinary Shares), or credit the account of such Holder (or its designee) with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) (and to issue such Ordinary Shares) shall terminate, or (II) promptly honor its obligation to so issue and deliver to the Holder a certificate representing such Ordinary Shares or credit the account of such Holder (or its designee) with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (x) such number of Ordinary Shares multiplied by (y) the lowest Closing Sale Price of the Ordinary Shares on any Trading Day during the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payment under this clause (II) (the “Buy-In Payment Amount”). Nothing in this Section 3(c)(ii) shall limit the Holder’s right to pursue any other remedies available to it hereunder, whether 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 a certificate representing Ordinary Shares, or to electronically deliver such Ordinary Shares, upon the conversion of this Note as required pursuant to the terms hereof.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on to issue to a Purchaser within one (1) Trading Day after the Company’s receipt of a Conversion Notice (whether via email or prior to otherwise) (the applicable “Share Delivery Deadline”), either (I)(1) if the Transfer Agent is not participating in FAST, to issue and deliver to the Holder (or its designee) a certificate for the number of Ordinary shares of Common Shares to which the Holder such Purchaser is entitled and register such Ordinary shares of Common Shares on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, or to credit the account of the Holder (such Purchaser’s or its designee) ’s balance account with DTC for such number of Ordinary shares of Common Shares to which the Holder such Purchaser is entitled upon the Holdersuch Purchaser’s conversion of this Note, any Preferred Shares (each as the case may be, or ) (II) if the Registration Statement covering the resale of the Ordinary Shares that are the subject of the Conversion Notice (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) so notify the Holder and (y) deliver the Ordinary Shares electronically without any restrictive legend by crediting such aggregate number of Ordinary Shares to which the Holder is entitled pursuant to such conversion to the Holder’s (or its designee’s) account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred to as a “Notice Failure” and together with the event described in clause (I) above, a “Conversion Failure”), then, in addition to all other remedies available to the Holdersuch Purchaser, (1) the Company shall pay in cash to the Holder on each day after such Share Delivery Deadline that the issuance of such Ordinary Shares is not timely effected an amount equal to 0.05% of the product of (x) the sum of the number of Ordinary Shares not issued to the Holder on or prior to the Share Delivery Deadline and to which the Holder is entitled, multiplied by (y) any trading price of the Ordinary Shares selected by the Holder in writing as in effect at any time during the period beginning on the applicable Conversion Date and ending on the applicable Share Delivery Deadline, and (2) the HolderPurchaser, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (each as the case may be) any portion of this Note Preferred Shares that has have not been converted pursuant to such Purchaser’s Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to the terms of this Section 3(c)(ii) Agreement or otherwise. In addition to the foregoing, if on within one (1) Trading Day after the Company’s receipt of a Conversion Notice (whether via email or prior to the Share Delivery Deadline either (A)(1) if the Transfer Agent is not participating in FASTotherwise), the Company shall fail to issue and deliver to the Holder (or its designee) a certificate to such Purchaser and register such Ordinary shares of Common Shares on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, the Transfer Agent shall fail to or credit the account of the Holder (such Purchaser’s or its designee) ’s balance account with DTC for the number of Ordinary shares of Common Shares to which the Holder such Purchaser is entitled upon the Holdersuch Purchaser’s conversion hereunder or pursuant to (each as the Company’s obligation pursuant to clause (II) below, or (B) a Notice Failure occurscase may be), and if on or after such Share Delivery Deadline the Holder first (1st) Trading Day such Purchaser (or any other Person in respect, or on behalf, of such Purchaser) purchases (in an open market transaction or otherwise) Ordinary shares of Common Shares corresponding to deliver in satisfaction of a sale by such Purchaser of all or any portion of the number of shares of Common Shares, or a sale of a number of shares of Common Shares equal to all or any portion of the number of Ordinary Shares shares of Common Shares, issuable upon such conversion that the Holder is entitled to receive such Purchaser so anticipated receiving from the Company and has not received from the Company in connection with, or as a result of, such Conversion Failure or Notice Failure, as applicable (a “Buy-In”)Company, then, in addition to all other remedies available to the Holdersuch Purchaser, the Company shall, within two three (23) Business Trading Days after receipt such Purchaser’s request, which request shall include reasonable documentation of the Holder’s request all fees, costs and expenses, and in the Holdersuch Purchaser’s sole discretion, either: either (Ii) pay cash to the Holder such Purchaser in an amount equal to the Holdersuch Purchaser’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the Ordinary shares of Common Shares so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holdersuch Purchaser) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such Ordinary Shares), or credit the such Purchaser’s balance account of such Holder (or its designee) with DTC for the number of Ordinary shares of Common Shares to which the Holder such Purchaser is entitled upon the Holdersuch Purchaser’s conversion hereunder (each as the case may be) (and to issue such Ordinary shares of Common Shares) shall terminate, or (IIii) promptly honor its obligation to so issue and deliver to the Holder such Purchaser a certificate or certificates representing such Ordinary shares of Common Shares or credit the such Purchaser’s balance account of such Holder (or its designee) with DTC for the number of Ordinary shares of Common Shares to which the Holder such Purchaser is entitled upon the Holdersuch Purchaser’s conversion hereunder (each as the case may be) and pay cash to the Holder such Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (xA) such number of Ordinary shares of Common Shares multiplied by (yB) the lowest Closing Sale Price closing sale price of the Ordinary Common Shares on any Trading Day during the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payment under this clause (ii). Immediately following the voiding of a Conversion Notice as aforesaid, the Conversion Price of any Preferred Shares returned or retained by such Purchaser for failure to timely convert shall be adjusted to the lesser of (I) the Conversion Price relating to the voided Conversion Notice and (II) the lowest closing sale price of the Common Shares during the period beginning on the Conversion Date and ending on the date such Purchaser voided the Conversion Notice, subject to further adjustment as provided in this Agreement. In addition to Purchaser’s other available remedies, the Company shall pay to Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of shares of Common Shares (based on the “Buy-In Payment Amount”)aggregate Conversion Price of the Preferred Shares) for which conversion had been requested, $10 per Trading Day for each Trading Day following the Share Delivery Deadline and increasing to $20 per Trading Day after the fifth Trading Day until such shares of Common Shares are delivered and registered. Nothing in this Section 3(c)(ii) herein shall limit the HolderPurchaser’s right to pursue any other actual damages for the Company failure to timely deliver certificates representing Common Shares as required hereby and Purchaser shall have the right to pursue all remedies available to it hereunder, whether at law or in equity, equity including, without limitation, a decree of specific performance and/or injunctive relief with respect relief. Further, in the event the Company refuses to honor any Conversion or makes it known it will not honor any Conversion (the Company’s failure “Conversion Default Date”), the Purchaser will be entitled to timely deliver a certificate representing Ordinary Sharesdamages at the higher of: (i) actual provable damages; or (ii) an amount determined as the product of N*H, or to electronically deliver such Ordinary Shares, where N is the number of shares that would have been issued upon the conversion of this Note the Preferred Shares held by the Purchaser on the Conversion Default Date and H is the average closing price of the Common Shares during the time the Company fails or refuses to honor any Conversion until such time as required pursuant the Purchaser elects to the terms hereofvoid its Conversion Notice.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the second Trading Date following the applicable Share Delivery Deadline (“Share Delivery Default Deadline”), either either: (I)(1I) if the Transfer Agent is not participating in FAST, to issue and deliver to the Holder Payee (or its designee) a certificate for the number of Ordinary Shares shares of Common Stock to which the Holder Payee is entitled and register such Ordinary Shares shares of Common Stock by book-entry on the Company’s 's share register or, (2) if the Transfer Agent is participating in FAST, to credit the balance account of the Holder (Payee or its designee) the Payee's designee with DTC for such number of Ordinary Shares shares of Common Stock to which the Holder Payee is entitled upon the Holder’s Payee's conversion of this Note, Note (as the case may be, or ); or (II) if the Registration Statement covering the resale of the Ordinary Shares shares of Common Stock that are the subject of the Conversion Notice (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement Agreement, (x) so notify the Holder Payee and (y) deliver the Ordinary Shares shares of Common Stock electronically without any restrictive legend by crediting such aggregate number of Ordinary Shares shares of Common Stock to which the Holder Payee is entitled pursuant to such conversion to the Holder’s (Payee's or its designee’s) 's balance account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred to as a “Notice Failure” and together with the event described in clause (I) above, a “Conversion Failure”), ; then, in addition to all other remedies available to the HolderPayee, (1) the Company shall pay in cash to the Holder on each day after such Share Delivery Deadline that the issuance of such Ordinary Shares is not timely effected an amount equal to 0.05% of the product of (x) the sum of the number of Ordinary Shares not issued to the Holder on or prior to the Share Delivery Deadline and to which the Holder is entitled, multiplied by (y) any trading price of the Ordinary Shares selected by the Holder in writing as in effect at any time during the period beginning on the applicable Conversion Date and ending on the applicable Share Delivery Deadline, and (2) the HolderPayee, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s 's obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 3(c)(ii2(b)(ii) or otherwise. In addition to the foregoing, if on or prior to the Share Delivery Deadline either either: (A)(1A) if the Transfer Agent is not participating in FAST, the Company shall fail to issue and deliver to the Holder Payee (or its designee) a certificate and register such Ordinary Conversion Shares on the Company’s 's share register or, (2) if the Transfer Agent is participating in FAST, the Transfer Agent shall fail to credit the balance account of the Holder (Payee or its designee) the Payee's designee with DTC for the number of Ordinary Shares shares of Common Stock to which the Holder Payee is entitled upon the Holder’s Payee's conversion hereunder or pursuant to the Company’s 's obligation pursuant to clause (II) below, or below or (B) a Notice Failure occurs, ; and if on or after such Share Delivery Deadline the Holder purchases Payee acquires (in an open market transaction transaction, share loan or otherwise) Ordinary Shares shares of Common Stock corresponding to all or any portion of the number of Ordinary Shares shares of Common Stock issuable upon such conversion that the Holder Payee is entitled to receive from the Company and has not received from the Company in connection with, or as a result of, with such Conversion Failure or Notice Failure, as applicable (a “Buy-In”), then, in addition to all other remedies available to the HolderPayee, the Company shall, within two three (23) Business Days after receipt of the Holder’s Payee's request and in the Holder’s sole Payee's discretion, either: : (I) pay cash to reinstate the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the Ordinary Shares so purchased (including, without limitation, by any other Person in respect, or on behalf, portion of the Holder) Note and equivalent number of shares of Common Stock for which such conversion was not honored (the “Buy-In Price”in which case such exercise shall be deemed rescinded), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such Ordinary Shares), or credit the account of such Holder (or its designee) with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) (and to issue such Ordinary Shares) shall terminate, or or (II) promptly honor its obligation to so issue and deliver to the Holder Payee a certificate or certificates representing such Ordinary Shares shares of Common Stock or credit the balance account of such Holder (Payee or its such Payee's designee) , as applicable, with DTC for the number of Ordinary Shares shares of Common Stock to which the Holder Payee is entitled upon the Holder’s Payee's conversion hereunder (as the case may be) and pay cash to the Holder Payee in an amount equal to the excess (if any) of the Buy-In Price over the product of (x) such number of Ordinary Shares shares of Common Stock multiplied by (y) the lowest Closing Sale Price of the Ordinary Shares Common Stock on any Trading Day during the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payment under this clause (II) (the “Buy-In Payment Amount”). Nothing in this Section 3(c)(ii) shall limit the Holder’s Payee's right to pursue any other remedies available to it hereunder, whether at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s 's failure to timely deliver a certificate certificates representing Ordinary Shares, Conversion Shares (or to electronically deliver such Ordinary Conversion Shares, ) upon the conversion of this Note as required pursuant to the terms hereof.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery Deadline, either (I)(1I) either (x) prior to the Resale Eligibility Date or if the Transfer Agent is not participating in FASTthe DTC Fast Automated Securities Transfer Program, to issue and deliver to the Holder (or its designee) a certificate (if requested by the Holder) for the number of Ordinary Shares to which the Holder is entitled and register such Ordinary Shares on the Company’s share register orregister, or (2y) after the Resale Eligibility Date and if the Transfer Agent is participating in FASTthe DTC Fast Automated Securities Transfer Program, to credit the balance account of the Holder (or its designee) the Holder’s designee with DTC for such number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion of this Note, Note (as the case may be, ) or (II) if the a Registration Statement covering the resale of the Ordinary Shares that are the subject of the Conversion Notice automatic conversion (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement RRA (x) so notify the Holder and (y) deliver the Ordinary Shares electronically without any restrictive legend by crediting such aggregate number of Ordinary Shares to which the Holder is entitled pursuant to such automatic conversion to the Holder’s (or its designee’s) ’s balance account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred to as a “Notice Failure” and together with the event described in clause (I) above, a “Conversion Failure”), then, in addition to all other remedies available to the Holder, (1) the Company shall pay in cash to the Holder on each day Trading Day after such Share Delivery Deadline that the issuance of such Ordinary Shares is not timely effected an amount equal to 0.052% of the product of (xA) the sum of the aggregate number of Ordinary Shares not issued to the Holder on or prior to the Share Delivery Deadline and to which the Holder is entitled, multiplied by (yB) any the highest trading price of between the Ordinary Shares selected by the Holder in writing as in effect at any time during the period beginning on the applicable Automatic Conversion Date and ending on the applicable Share Delivery Deadline, and (2) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the actual date of such notice pursuant to this Section 3(c)(ii) or otherwisedelivery. In addition to the foregoing, if on or prior to the Share Delivery Deadline and after the Resale Eligibility Date either (A)(1A) if the Transfer Agent is not participating in FASTthe DTC Fast Automated Securities Transfer Program, the Company shall fail to issue and deliver to the Holder (or its designee) a certificate and register such Ordinary Shares on the Company’s share register or, (2) if the Transfer Agent is participating in FASTthe DTC Fast Automated Securities Transfer Program, the Transfer Agent shall fail to credit the balance account of the Holder (or its designee) the Holder’s designee with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s automatic conversion hereunder or pursuant to the Company’s obligation pursuant to clause (II) below, below or (B) a Notice Failure occurs, and if on or after such Share Delivery Deadline the Holder purchases (in an open market transaction or otherwise) Ordinary Shares corresponding to all or any portion of the number of Ordinary Shares issuable upon such automatic conversion that the Holder is entitled to receive from the Company and has not timely received from the Company in connection with, or as a result of, with such Conversion Failure or Notice Failure, as applicable (a “Buy-In”), then, in addition to all other remedies available to the Holder, the Company shall, within two (2) Business Days after receipt of the Holder’s request and in the Holder’s sole discretion, either: (I) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including reasonable brokerage commissions commissions, borrow fees and any other out-of-pocket expenses, if any) for the Ordinary Shares so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such Ordinary Shares), ) or credit the balance account of such Holder (or its such Holder’s designee) , as applicable, with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s automatic conversion hereunder (as the case may be) (and to issue such Ordinary Shares) shall terminate, or (II) promptly honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such Ordinary Shares or credit the balance account of such Holder (or its such Holder’s designee) , as applicable, with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s automatic conversion hereunder (as the case may be) and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (x) such number of Ordinary Shares subject to conversion multiplied by (y) the lowest Closing Sale Price price at which the Holder sold such Ordinary Shares in anticipation of the Ordinary Shares on any Trading Day during delivery thereof upon such applicable conversion (and if the period commencing on Holder shall not have sold such shares, the date price for purposes of the applicable Conversion Notice and ending on the date of such issuance and payment under this clause (IIy) shall equal the Buy-In Price divided by the number of Ordinary Shares described in the immediately preceding clause (x)) (the “Buy-In Payment Amount”). Nothing in this Section 3(c)(ii) shall limit the Holder’s right to pursue any other remedies available to it hereunder, whether 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 a certificate certificates representing Ordinary Shares, Shares (or to electronically deliver such Ordinary Shares, ) upon the automatic conversion of this Note as required pursuant to the terms hereof.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery Deadline, either (I)(1) if the Transfer Agent is not participating in FAST, to issue and deliver to the Holder (or its designee) a certificate for the number of Ordinary Shares shares of Common Stock to which the Holder is entitled and register such Ordinary Shares shares of Common Stock on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, to credit the balance account of the Holder (or its designee) the Holder’s designee with DTC for such number of Ordinary Shares shares of Common Stock to which the Holder is entitled upon the Holder’s conversion of this Note, Note (as the case may be, or ) (II) if the Registration Statement covering the resale of the Ordinary Shares that are the subject of the Conversion Notice (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) so notify the Holder and (y) deliver the Ordinary Shares electronically without any restrictive legend by crediting such aggregate number of Ordinary Shares to which the Holder is entitled pursuant to such conversion to the Holder’s (or its designee’s) account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred to as a “Notice Failure” and together with the event described in clause (I) above, a “Conversion Failure”), then, in addition to all other remedies available to the Holder, (1) the Company shall pay in cash to the Holder on each day after such Share Delivery Deadline that the issuance of such Ordinary Shares shares of Common Stock is not timely effected an amount equal to 0.05% one percent (1%) of the product of (xA) the sum of the number of Ordinary Shares shares of Common Stock not issued to the Holder on or prior to the Share Delivery Deadline and to which the Holder is entitled, multiplied by (yB) any trading price of the Ordinary Shares Common Stock selected by the Holder in writing as in effect at any time during the period beginning on the applicable Conversion Date and ending on the applicable Share Delivery Deadline, Deadline and (2) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 3(c)(ii) or otherwise. In addition to the foregoing, if on or prior to the Share Delivery Deadline either (A)(1) if the Transfer Agent is not participating in FAST, the Company shall fail to issue and deliver to the Holder (or its designee) a certificate and register such Ordinary Shares shares of Common Stock on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, the Transfer Agent shall fail to credit the balance account of the Holder (or its designee) the Holder’s designee with DTC for the number of Ordinary Shares shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder or pursuant to the Company’s obligation pursuant to clause (II) below, or (B) a Notice Failure occurs, and if on or after such Share Delivery Deadline the Holder purchases acquires (in an open market transaction transaction, stock loan or otherwise) Ordinary Shares shares of Common Stock corresponding to all or any portion of the number of Ordinary Shares shares of Common Stock issuable upon such conversion that the Holder is entitled to receive from the Company and has not received from the Company in connection with, or as a result of, with such Conversion Failure or Notice Failure, as applicable (a “Buy-In”), then, in addition to all other remedies available to the Holder, the Company shall, within two (2) Business Days after receipt of the Holder’s request and in the Holder’s sole discretion, either: (I) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions commissions, stock loan costs and other out-of-pocket expenses, if any) for the Ordinary Shares shares of Common Stock so purchased acquired (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such Ordinary Shares), shares of Common Stock) or credit the balance account of such Holder (or its such Holder’s designee) , as applicable, with DTC for the number of Ordinary Shares shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) (and to issue such Ordinary Sharesshares of Common Stock) shall terminate, or (II) promptly honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such Ordinary Shares shares of Common Stock or credit the balance account of such Holder (or its such Holder’s designee) , as applicable, with DTC for the number of Ordinary Shares shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (x) such number of Ordinary Shares shares of Common Stock multiplied by (y) the lowest Closing Sale Price of the Ordinary Shares Common Stock on any Trading Day during the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payment under this clause (II) (the “Buy-In Payment Amount”). Nothing in this Section 3(c)(ii) shall limit the Holder’s right to pursue any other remedies available to it hereunder, whether 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 a certificate certificates representing Ordinary Shares, shares of Common Stock (or to electronically deliver such Ordinary Shares, shares of Common Stock) upon the conversion of this Note as required pursuant to the terms hereof.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior fail within three business days after the Share Delivery Date (as defined in the Note) to issue and deliver a certificate to the applicable Share Delivery DeadlinePurchaser, either (I)(1) if the Transfer Agent is not participating in FASTthe DTC Fast Automated Securities Transfer Program, to issue and deliver to or credit the Holder (or its designee) a certificate for the number of Ordinary Shares to which the Holder is entitled and register such Ordinary Shares on the Company’s share register orPurchaser's balance account with DTC, (2) if the Transfer Agent is participating in FASTthe DTC Fast Automated Securities Transfer Program, to credit for the account of the Holder (or its designee) with DTC for such number of Ordinary Shares shares of Common Stock to which the Holder Purchaser is entitled upon the Holder’s Purchaser's conversion of this Note, as the case may be, or any Conversion Amount (II) if the Registration Statement covering the resale of the Ordinary Shares that are the subject of the Conversion Notice (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) so notify the Holder and (y) deliver the Ordinary Shares electronically without any restrictive legend by crediting such aggregate number of Ordinary Shares to which the Holder is entitled pursuant to such conversion to the Holder’s (or its designee’s) account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred to as a “Notice Failure” and together with the event described in clause (I) above, a “"Conversion Failure”"), then, in addition to all other remedies available to then the Holder, (1) the Company shall pay in cash to the Holder on each day after such Share Delivery Deadline that the issuance of such Ordinary Shares is not timely effected an amount equal to 0.05% of the product of (x) the sum of the number of Ordinary Shares not issued to the Holder on or prior to the Share Delivery Deadline and to which the Holder is entitled, multiplied by (y) any trading price of the Ordinary Shares selected by the Holder in writing as in effect at any time during the period beginning on the applicable Conversion Date and ending on the applicable Share Delivery Deadline, and (2) the HolderPurchaser, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (returned, as the case may be) , any portion of this Note that has not been converted pursuant to such Conversion Notice, Notice (as defined in the Note); provided that the voiding of a Conversion Notice shall not affect the Company’s 's obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 3(c)(ii) or otherwise. In addition to the foregoing, if the Company shall fail , after using reasonable efforts to cause the transfer agent on or prior to the Share Delivery Deadline either (A)(1) Date to issue and deliver a certificate to the Purchaser, if the Transfer Agent is not participating in FASTthe DTC Fast Automated Securities Transfer Program, or credit the Company shall fail to issue and deliver to the Holder (or its designee) a certificate and register such Ordinary Shares on the Company’s share register orPurchaser's balance account with DTC, (2) if the Transfer Agent is participating in FASTthe DTC Fast Automated Securities Transfer Program, the Transfer Agent shall fail to credit the account of the Holder (or its designee) with DTC for the number of Ordinary Shares shares of Common Stock to which the Holder Purchaser is entitled upon the Holder’s Purchaser's conversion hereunder of any Conversion Amount or pursuant to on any date of the Company’s 's obligation to deliver shares of Common Stock as contemplated pursuant to clause (IIy) below, or (B) a Notice Failure occurs, and if on or after such Share Delivery Deadline Trading Day the Holder Purchaser purchases (in an open market transaction or otherwise) Ordinary Shares corresponding Common Stock to all or any portion deliver in satisfaction of a sale by the number Purchaser of Ordinary Shares Common Stock issuable upon such conversion that the Holder is entitled to receive Purchaser anticipated receiving from the Company and has not received from the Company in connection with, or as a result of, such Conversion Failure or Notice Failure, as applicable (a “"Buy-In”"), then, in addition to all other remedies available to the Holder, then the Company shall, within two three (23) Business Trading Days after receipt of the Holder’s Purchaser's request and in the Holder’s sole Purchaser's discretion, either: either (Ix) pay cash to the Holder Purchaser in an amount equal to the Holder’s Purchaser's total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the Ordinary Shares shares of Common Stock so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “"Buy-In Price”"), at which point the Company’s 's obligation to so issue and deliver such certificate (and to issue such Ordinary Shares), or credit the Purchaser's balance account of such Holder (or its designee) with DTC for the number shares of Ordinary Shares Common Stock to which the Holder Purchaser is entitled upon the Holder’s Purchaser's conversion hereunder (as of the case may be) (and to issue such Ordinary Shares) applicable Conversion Amount shall terminate, or (IIy) promptly honor its obligation to so issue and deliver to the Holder Purchaser a certificate or certificates representing such Ordinary Shares shares of Common Stock or credit the Purchaser's balance account of such Holder (or its designee) with DTC for the number such shares of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) Common Stock and pay cash to the Holder Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (xA) such number of Ordinary Shares multiplied by shares of Common Stock, times (yB) the lowest Closing Sale Bid Price of the Ordinary Shares on any Trading Day during the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payment under this clause (II) (the “Buy-In Payment Amount”). Nothing in this Section 3(c)(ii) shall limit the Holder’s right to pursue any other remedies available to it hereunder, whether 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 a certificate representing Ordinary Shares, or to electronically deliver such Ordinary Shares, upon the conversion of this Note as required pursuant to the terms hereofDate.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery Deadline, either (I)(1I) if the Transfer Agent is not participating in FAST, to issue and deliver to the such Holder (or its designee) a certificate for the number of Ordinary Conversion Shares to which the such Holder is entitled and register such Ordinary Conversion Shares on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, to credit the account of the Holder (such Holder’s or its designee) ’s balance account with DTC for such number of Ordinary Conversion Shares to which the such Holder is entitled upon the Holdersuch ▇▇▇▇▇▇’s conversion of this Note, any Conversion Amount (as the case may be, ) or (II) if the Registration Statement covering the resale of the Ordinary Conversion Shares that are the subject of the Conversion Notice (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) so notify the such Holder and (y) deliver the Ordinary Shares shares of Common Stock electronically without any restrictive legend by crediting such aggregate number of Ordinary Shares shares of Common Stock to which the such Holder is entitled pursuant to such conversion to the Holder’s (or its designee’s) ’s balance account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred to as a “Notice Failure” and together with the event described in clause (I) above, a “Conversion Failure”), then, in addition to all other remedies available to the such Holder, (1X) the Company shall pay in cash to the such Holder on each day after such the Share Delivery Deadline that the issuance of such Ordinary Conversion Shares is not timely effected an amount equal to 0.052% of the product of (xA) the sum of the number of Ordinary Conversion Shares not issued to the such Holder on or prior to the Share Delivery Deadline and to which the such Holder is entitled, multiplied by (yB) any trading price of the Ordinary Shares Common Stock selected by the such Holder in writing as in effect at any time during the period beginning on the applicable Conversion Date and ending on the applicable Share Delivery Deadline, and (2Y) the such Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (returned, as the case may be) , all, or any portion portion, of this Note such Preferred Shares that has not been converted pursuant to such Conversion Notice, ; provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 3(c)(ii4(c)(ii) or otherwise. In addition to the foregoing, if on or prior to the Share Delivery Deadline either (A)(1A) if the Transfer Agent is not participating in FAST, the Company shall fail to issue and deliver to the such Holder (or its designee) a certificate and register such Ordinary Conversion Shares on the Company’s share register or, (2) if the Transfer Agent is participating in the FAST, the Transfer Agent shall fail to credit the balance account of the such Holder (or its such Holder’s designee) , as applicable, with DTC for the number of Ordinary Conversion Shares to which the such Holder is entitled upon the Holdersuch ▇▇▇▇▇▇’s conversion hereunder or pursuant to the Company’s obligation pursuant to clause (IIii) below, below or (B) a Notice Failure occurs, and if on or after such Share Delivery Deadline the such Holder purchases acquires (in an open market transaction transaction, stock loan or otherwise) Ordinary Shares shares of Common Stock corresponding to all or any portion of the number of Ordinary Conversion Shares issuable upon such conversion that the such Holder is entitled to receive from the Company and has not received from the Company in connection with, or as a result of, with such Conversion Failure or Notice Failure, as applicable (a “Buy-In”), then, in addition to all other remedies available to the such Holder, the Company shall, within two (2) Business Days after receipt of the such Holder’s request and in the such Holder’s sole discretion, either: (I) pay cash to the such Holder in an amount equal to the such Holder’s total purchase price (including brokerage commissions commissions, stock loan costs and other out-of-pocket expenses, if any) for the Ordinary Shares shares of Common Stock so purchased acquired (including, without limitation, by any other Person in respect, or on behalf, of the such Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such Ordinary Conversion Shares), ) or credit to the balance account of such Holder (or its such Holder’s designee) , as applicable, with DTC for the number of Ordinary Conversion Shares to which the such Holder is entitled upon the such Holder’s conversion hereunder (as the case may be) (and to issue such Ordinary Conversion Shares) shall terminate, or (II) promptly honor its obligation to so issue and deliver to the such Holder a certificate or certificates representing such Ordinary Conversion Shares or credit the balance account of such Holder (or its such Holder’s designee) , as applicable, with DTC for the number of Ordinary Conversion Shares to which the such Holder is entitled upon the such Holder’s conversion hereunder (as the case may be) and pay cash to the such Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (x) such number of Ordinary Shares shares of Common Stock multiplied by (y) the lowest Closing Sale Price of the Ordinary Shares Common Stock on any Trading Day during the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payment under this clause (II) (the each, a “Buy-In Payment Amount”). Nothing in this Section 3(c)(ii) herein shall limit the Holder’s right to pursue any other remedies available to it hereunder, whether 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 a certificate certificates representing Ordinary Shares, Conversion Shares (or to electronically deliver such Ordinary Conversion Shares, ) upon the conversion of this Note the Preferred Shares as required pursuant to the terms hereof. Notwithstanding anything herein to the contrary, with respect to any given Notice Failure and/or Conversion Failure, as applicable, this Section 4(c)(ii) shall not apply to a Holder to the extent the Company has already paid such amounts in full to such Holder with respect to such Conversion Failure Notice Failure and/or Conversion Failure, as applicable, pursuant to the analogous sections of any other agreement with such Holder.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery Deadline, either (I)(1I) if the Transfer Agent is not participating in FASTFAST or the Resale Eligibility Conditions are not satisfied, to issue and deliver to the such Holder (or its designee) a certificate for the number of Ordinary Conversion Shares to which the such Holder is entitled and register such Ordinary Conversion Shares on the Company’s share register or, (2) if the Transfer Agent is participating in FASTFAST and the Resale Eligibility Conditions are satisfied, to credit the account of the Holder (such Holder’s or its designee) ’s balance account with DTC for such number of Ordinary Conversion Shares to which the such Holder is entitled upon the such Holder’s conversion of this Note, any Conversion Amount (as the case may be, ) or (II) if the Registration Statement covering the resale of the Ordinary Conversion Shares that are the subject of the Conversion Notice (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) so notify the such Holder and (y) deliver the Ordinary Shares shares of Common Stock electronically without any restrictive legend by crediting such aggregate number of Ordinary Shares shares of Common Stock to which the such Holder is entitled pursuant to such conversion to the such Holder’s (or its designee’s) ’s balance account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred to as a “Notice Failure” and together with the event described in clause (I) above, a “Conversion Failure”), and if on or after such Share Delivery Deadline such Holder acquires (in an open market transaction, stock loan or otherwise) shares of Common Stock corresponding to all or any portion of the number of Conversion Shares issuable upon such conversion that such Holder is entitled to receive from the Company and has not received from the Company in connection with such Conversion Failure or Notice Failure, as applicable (a “Buy-In”), then, in addition to all other remedies available to such Holder, the Company shall, within two (2) Business Days after receipt of such Holder’s request and in such Holder’s discretion, either: (I) pay cash to such Holder in an amount equal to such Holder’s total purchase price (including brokerage commissions, stock loan costs and other out-of-pocket expenses, if any) for the shares of Common Stock so acquired (including, without limitation, by any other Person in respect, or on behalf, of such Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such Conversion Shares) or credit to the balance account of such Holder or such Holder’s designee, as applicable, with DTC for the number of Conversion Shares to which such Holder is entitled upon such Holder’s conversion hereunder (as the case may be) (and to issue such Conversion Shares) shall terminate, or (II) promptly honor its obligation to so issue and deliver to such Holder a certificate or certificates representing such Conversion Shares or credit the balance account of such Holder or such Holder’s designee, as applicable, with DTC for the number of Conversion Shares to which such Holder is entitled upon such Holder’s conversion hereunder (as the case may be) and pay cash to such Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (x) such number of shares of Common Stock multiplied by (y) the lowest Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payment under this clause (II) (each, a “Buy-In Payment Amount”). In addition to the foregoing, if on or prior to the Share Delivery Deadline either (A) the Transfer Agent is not participating in FAST or the Resale Eligibility Conditions are not satisfied, the Company shall fail to issue and deliver to such Holder (or its designee) a certificate and register such Conversion Shares on the Company’s share register or, if the Transfer Agent is participating in the FAST and the Resale Eligibility Conditions are satisfied , the Transfer Agent shall fail to credit the balance account of such Holder or such Holder’s designee, as applicable, with DTC for the number of Conversion Shares to which such Holder is entitled upon such ▇▇▇▇▇▇’s conversion hereunder or pursuant to the Company’s obligation pursuant to clause (ii) below or (B) a Notice Failure occurs, and such Holder is a Major Buyer (as defined in the Securities Purchase Agreement), then, in addition to all other remedies available to such Holder, (1X) the Company shall pay in cash to the such Holder on each day after such the Share Delivery Deadline that the issuance of such Ordinary Conversion Shares is not timely effected an amount equal to 0.051% of the product of (xA) the sum of the number of Ordinary Conversion Shares not issued to the such Holder on or prior to the Share Delivery Deadline and to which the such Holder is entitled, multiplied by (yB) any trading price of the Ordinary Shares Common Stock selected by the such Holder in writing as in effect at any time during the period beginning on the applicable Conversion Date and ending on the applicable Share Delivery Deadline, Deadline and (2Y) the such Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (returned, as the case may be) , all, or any portion portion, of this Note such Preferred Shares that has not been converted pursuant to such Conversion Notice, ; provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 3(c)(ii4(c)(ii) or otherwise. In addition to the foregoing, if on or prior to the Share Delivery Deadline either (A)(1) if the Transfer Agent is not participating in FAST, the Company shall fail to issue and deliver to the Holder (or its designee) a certificate and register such Ordinary Shares on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, the Transfer Agent shall fail to credit the account of the Holder (or its designee) with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder or pursuant to the Company’s obligation pursuant to clause (II) below, or (B) a Notice Failure occurs, and if on or after such Share Delivery Deadline the Holder purchases (in an open market transaction or otherwise) Ordinary Shares corresponding to all or any portion of the number of Ordinary Shares issuable upon such conversion that the Holder is entitled to receive from the Company and has not received from the Company in connection with, or as a result of, such Conversion Failure or Notice Failure, as applicable (a “Buy-In”), then, in addition to all other remedies available to the Holder, the Company shall, within two (2) Business Days after receipt of the Holder’s request and in the Holder’s sole discretion, either: (I) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the Ordinary Shares so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such Ordinary Shares), or credit the account of such Holder (or its designee) with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) (and to issue such Ordinary Shares) shall terminate, or (II) promptly honor its obligation to so issue and deliver to the Holder a certificate representing such Ordinary Shares or credit the account of such Holder (or its designee) with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (x) such number of Ordinary Shares multiplied by (y) the lowest Closing Sale Price of the Ordinary Shares on any Trading Day during the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payment under this clause (II) (the “Buy-In Payment Amount”). Nothing in this Section 3(c)(ii) herein shall limit the a Holder’s right to pursue any other remedies available to it hereunder, whether 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 a certificate certificates representing Ordinary Shares, Conversion Shares (or to electronically deliver such Ordinary Conversion Shares, ) upon the conversion of this Note the Preferred Shares as required pursuant to the terms hereof. Notwithstanding anything herein to the contrary, with respect to any given Notice Failure and/or Conversion Failure, as applicable, this Section 4(c)(ii) shall not apply to a Holder to the extent the Company has already paid such amounts in full to such Holder with respect to such Notice Failure and/or Conversion Failure, as applicable, pursuant to the analogous sections of the Securities Purchase Agreement.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery Deadline, either (I)(1I) if the Transfer Agent is not participating in FAST, to issue and deliver to the such Holder (or its designee) a certificate for the number of Ordinary Shares shares of Common Stock to which the such Holder is entitled and register such Ordinary Shares shares of Common Stock on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, to credit the account of the Holder (such Holder’s or its designee) ’s balance account with DTC for such number of Ordinary Shares shares of Common Stock to which the such Holder is entitled upon the Holdersuch H▇▇▇▇▇’s conversion of this Note, any Conversion Amount (as the case may be, ) or (II) if the Registration Statement covering the resale of the Ordinary Shares shares of Common Stock that are the subject of the Conversion Notice (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) so notify the such Holder and (y) deliver the Ordinary Shares shares of Common Stock electronically without any restrictive legend by crediting such aggregate number of Ordinary Shares shares of Common Stock to which the such Holder is entitled pursuant to such conversion to the Holder’s (or its designee’s) ’s balance account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred to as a “Notice Failure” and together with the event described in clause (I) above, a “Conversion Failure”), then, in addition to all other remedies available to the such Holder, (1X) the Company shall pay in cash to the such Holder on each day after such the Share Delivery Deadline that the issuance of such Ordinary Shares shares of Common Stock is not timely effected an amount equal to 0.052% of the product of (xA) the sum of the number of Ordinary Shares shares of Common Stock not issued to the such Holder on or prior to the Share Delivery Deadline and to which the such Holder is entitled, multiplied by (yB) any trading price of the Ordinary Shares Common Stock selected by the such Holder in writing as in effect at any time during the period beginning on the applicable Conversion Date and ending on the applicable Share Delivery Deadline, and (2Y) the such Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (returned, as the case may be) , all, or any portion portion, of this Note such Preferred Shares that has not been converted pursuant to such Conversion Notice, ; provided that the voiding of a an Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 3(c)(ii4(c)(ii) or otherwise. In addition to the foregoing, if on or prior to the Share Delivery Deadline either (A)(1A) if the Transfer Agent is not participating in FAST, the Company shall fail to issue and deliver to the such Holder (or its designee) a certificate and register such Ordinary Shares shares of Common Stock on the Company’s share register or, (2) if the Transfer Agent is participating in FASTthe DTC Fast Automated Securities Transfer Program, the Transfer Agent shall fail to credit the balance account of the such Holder (or its such Holder’s designee) , as applicable, with DTC for the number of Ordinary Shares shares of Common Stock to which the such Holder is entitled upon the Holdersuch H▇▇▇▇▇’s conversion hereunder or pursuant to the Company’s obligation pursuant to clause (IIii) below, below or (B) a Notice Failure occurs, and if on or after such Share Delivery Deadline the such Holder purchases acquires (in an open market transaction transaction, stock loan or otherwise) Ordinary Shares shares of Common Stock corresponding to all or any portion of the number of Ordinary Shares shares of Common Stock issuable upon such conversion that the such Holder is entitled to receive from the Company and has not received from the Company in connection with, or as a result of, with such Conversion Failure or Notice Failure, as applicable (a “Buy-In”), then, in addition to all other remedies available to the such Holder, the Company shall, within two (2) Business Days after receipt of the such Holder’s request and in the such Holder’s sole discretion, either: (I) pay cash to the such Holder in an amount equal to the such Holder’s total purchase price (including brokerage commissions commissions, stock loan costs and other out-of-pocket expenses, if any) for the Ordinary Shares shares of Common Stock so purchased acquired (including, without limitation, by any other Person in respect, or on behalf, of the such Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such Ordinary Shares), shares of Common Stock) or credit to the balance account of such Holder (or its such Holder’s designee) , as applicable, with DTC for the number of Ordinary Shares shares of Common Stock to which the such Holder is entitled upon the such Holder’s conversion hereunder (as the case may be) (and to issue such Ordinary Sharesshares of Common Stock) shall terminate, or (II) promptly honor its obligation to so issue and deliver to the such Holder a certificate or certificates representing such Ordinary Shares shares of Common Stock or credit the balance account of such Holder (or its such Holder’s designee) , as applicable, with DTC for the number of Ordinary Shares shares of Common Stock to which the such Holder is entitled upon the such Holder’s conversion hereunder (as the case may be) and pay cash to the such Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (x) such number of Ordinary Shares shares of Common Stock multiplied by (y) the lowest Closing Sale Price of the Ordinary Shares Common Stock on any Trading Day during the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payment under this clause (II) (the each, a “Buy-In Payment Amount”). Nothing in this Section 3(c)(ii) herein shall limit the Holder’s right to pursue any other remedies available to it hereunder, whether 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 a certificate certificates representing Ordinary Shares, shares of Common Stock (or to electronically deliver such Ordinary Shares, shares of Common Stock) upon the conversion of this Note the Preferred Shares as required pursuant to the terms hereof. Notwithstanding anything herein to the contrary, with respect to any given Notice Failure and/or Conversion Failure, this Section 4(c)(ii) shall not apply to a Holder to the extent the Company has already paid such amounts in full to such Holder with respect to such Notice Failure and/or Conversion Failure, as applicable, pursuant to the analogous sections of the Securities Purchase Agreement.

Company’s Failure to Timely Convert. If the Company shall fail, for any other than by reason or for no reasonof a failure of a Holder to comply with its obligations hereunder, on or prior to the applicable Holder Optional Conversion Share Delivery Deadline, Date either (I)(1I) to issue and deliver a certificate, direct registration system advice or book-entry notation to the Holder, if the Transfer Agent is not participating in FAST, the DTC Fast Automated Securities Transfer Program or if converted at a time when the applicable Conversion Shares are not subject to issue and deliver to an effective resale registration statement in favor of the Holder (or its designee) a certificate and Rule 144 would not be available for resale of the number of Ordinary applicable Conversion Shares to which by the Holder or if it is entitled prior to August 2, 2025, or credit the Holder’s balance account (without any legends) with CDS or DTC, as applicable (if it is after August 2, 2025 in the case of CDS and register such Ordinary Shares on the Company’s share register or, (2) if the Transfer Agent is participating in FASTthe DTC Fast Automated Securities Transfer Program in the case of DTC) and in the case of DTC, (a) the applicable Conversion Shares are subject to credit the account an effective resale registration statement in favor of the Holder or (or its designeeb) with DTC if converted at a time when Rule 144 would be available for such resale of the applicable Conversion Shares by the Holder, for the number of Ordinary Common Shares to which the Holder is entitled upon the Holder’s conversion of this Note, as the case may be, any Conversion Amount or (II) in the case of DTC, if the Registration Statement covering is not available for the resale of the Ordinary Common Shares that are the subject of the Conversion Notice (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) so notify the Holder and (y) deliver the Ordinary Common Shares electronically without any restrictive legend by crediting such aggregate number of Ordinary Common Shares to which the Holder is entitled pursuant to such conversion to the Holder’s (or its designee’s) ’s balance account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred to as a “Notice Failure” and together with the an event described in clause (I) above, a “Conversion Failure”), then, then in addition to all other remedies available to the HolderHolder (including under the Registration Rights Agreement), (1) the Company shall pay in cash to the Holder on each day after such Share Delivery Deadline that the issuance of such Ordinary Shares is not timely effected an amount equal to 0.05% of the product of (x) the sum of the number of Ordinary Shares not issued to the Holder on or prior to the Share Delivery Deadline and to which the Holder is entitled, multiplied by (y) any trading price of the Ordinary Shares selected by the Holder in writing as in effect at any time during the period beginning on the applicable Conversion Date and ending on the applicable Share Delivery Deadline, and (2) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (returned, as the case may be) , any portion of this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 3(c)(ii) or otherwise. In addition to the foregoing, if on or prior to the Share Delivery Deadline either (A)(1) if the Transfer Agent is not participating in FAST, the Company shall fail to issue and deliver to the Holder (or its designee) a certificate and register such Ordinary Shares on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, the Transfer Agent shall fail to credit the account of the Holder (or its designee) with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder or pursuant to the Company’s obligation pursuant to clause (II) below, or (B) a Notice Failure occurs, and if on or after such Share Delivery Deadline the Holder purchases (in an open market transaction or otherwise) Ordinary Shares corresponding to all or any portion of the number of Ordinary Shares issuable upon such conversion that the Holder is entitled to receive from the Company and has not received from the Company in connection with, or as a result of, such Conversion Failure or Notice Failure, as applicable (a “Buy-In”), then, in addition to all other remedies available to the Holder, the Company shall, within two (2) Business Days after receipt of the Holder’s request and in the Holder’s sole discretion, either: (I) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the Ordinary Shares so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such Ordinary Shares), or credit the account of such Holder (or its designee) with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) (and to issue such Ordinary Shares) shall terminate, or (II) promptly honor its obligation to so issue and deliver to the Holder a certificate representing such Ordinary Shares or credit the account of such Holder (or its designee) with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (x) such number of Ordinary Shares multiplied by (y) the lowest Closing Sale Price of the Ordinary Shares on any Trading Day during the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payment under this clause (II) (the “Buy-In Payment Amount”). Nothing in this Section 3(c)(ii) herein shall limit the Holder’s right to pursue any other remedies available to it hereunder, whether at law or in equity, equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver a certificate certificates representing Ordinary Shares, Common Shares (or to electronically deliver such Ordinary Common Shares, ) upon the conversion of this Note as required pursuant to the terms hereof.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery Deadline, either (I)(1) if the Transfer Agent is not participating in FASTFAST or the Resale Eligibility Conditions are not satisfied, to issue and deliver to the such Holder (or its designee) a certificate for the number of Ordinary Conversion Shares to which the such Holder is entitled and register such Ordinary Conversion Shares on the Company’s share register or, (2) if the Transfer Agent is participating in FASTFAST and the Resale Eligibility Conditions are satisfied, to credit the account of the Holder (such Holder’s or its designee) ’s balance account with DTC for such number of Ordinary Conversion Shares to which the such Holder is entitled upon the such Holder’s conversion of this Note, any Conversion Amount (as the case may be, or ) (II) if the Registration Statement covering the resale of the Ordinary Shares that are the subject of the Conversion Notice (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) so notify the Holder and (y) deliver the Ordinary Shares electronically without any restrictive legend by crediting such aggregate number of Ordinary Shares to which the Holder is entitled pursuant to such conversion to the Holder’s (or its designee’s) account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred to as a “Notice Failure” and together with the event described in clause (I) aboveeach, a “Conversion Failure”), and if on or after such Share Delivery Deadline such Holder acquires (in an open market transaction, stock loan or otherwise) shares of Common Stock corresponding to all or any portion of the number of Conversion Shares issuable upon such conversion that such Holder is entitled to receive from the Company and has not received from the Company in connection with such Conversion Failure (a “Buy-In”), then, in addition to all other remedies available to the such Holder, the Company shall, within one (1) the Company shall Business Day after receipt of such ▇▇▇▇▇▇’s request and in such ▇▇▇▇▇▇’s discretion, either: (I) pay in cash to the such Holder on each day after such Share Delivery Deadline that the issuance of such Ordinary Shares is not timely effected in an amount equal to 0.05% such Holder’s total purchase price (including brokerage commissions, stock loan costs and other out-of-pocket expenses, if any) for the shares of Common Stock so acquired (including, without limitation, by any other Person in respect, or on behalf, of such Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such Conversion Shares) or credit to the balance account of such Holder or such Holder’s designee, as applicable, with DTC for the number of Conversion Shares to which such Holder is entitled upon such ▇▇▇▇▇▇’s conversion hereunder (as the case may be) (and to issue such Conversion Shares) shall terminate, or (II) promptly honor its obligation to so issue and deliver to such Holder a certificate or certificates representing such Conversion Shares or credit the balance account of such Holder or such Holder’s designee, as applicable, with DTC for the number of Conversion Shares to which such Holder is entitled upon such Holder’s conversion hereunder (as the case may be) and pay cash to such Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (x) such number of shares of Common Stock multiplied by (y) the sum lowest Closing Sale Price of the number Common Stock on any Trading Day during the period commencing on the date of Ordinary Shares not issued the applicable Conversion Notice and ending on the date of such issuance and payment under this clause (II) (each, a “Buy-In Payment Amount”). In addition to the Holder foregoing, if on or prior to the Share Delivery Deadline the Transfer Agent is not participating in FAST or the Resale Eligibility Conditions are not satisfied, the Company shall fail to issue and deliver to such Holder (or its designee) a certificate and register such Conversion Shares on the Company’s share register or, if the Transfer Agent is participating in the FAST and the Resale Eligibility Conditions are satisfied, the Transfer Agent shall fail to credit the balance account of such Holder or such Holder’s designee, as applicable, with DTC for the number of Conversion Shares to which the such Holder is entitledentitled upon such Holder’s conversion hereunder or pursuant to the Company’s obligation pursuant to clause (ii) below, multiplied by then, in addition to all other remedies available to such Holder, (yX) any trading price the Company shall pay to such Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Conversion Amount of the Ordinary Preferred Shares selected by the Holder in writing as in effect at any time during the period beginning being converted, $10 per Trading Day (increasing to $20 per Trading Day on the applicable Conversion Date second Trading Day and ending increasing to $40 per Trading Day on the applicable fifth Trading Day after such damages begin to accrue) for each Trading Day after the Share Delivery Deadline, Deadline until such Conversion Shares are delivered or Holder rescinds such conversion and (2Y) the such Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (returned, as the case may be) , all, or any portion portion, of this Note such Preferred Shares that has not been converted pursuant to such Conversion Notice, ; provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 3(c)(ii4(c)(ii) or otherwise. In addition to the foregoing, if on or prior to the Share Delivery Deadline either (A)(1) if the Transfer Agent is not participating in FAST, the Company shall fail to issue and deliver to the Holder (or its designee) a certificate and register such Ordinary Shares on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, the Transfer Agent shall fail to credit the account of the Holder (or its designee) with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder or pursuant to the Company’s obligation pursuant to clause (II) below, or (B) a Notice Failure occurs, and if on or after such Share Delivery Deadline the Holder purchases (in an open market transaction or otherwise) Ordinary Shares corresponding to all or any portion of the number of Ordinary Shares issuable upon such conversion that the Holder is entitled to receive from the Company and has not received from the Company in connection with, or as a result of, such Conversion Failure or Notice Failure, as applicable (a “Buy-In”), then, in addition to all other remedies available to the Holder, the Company shall, within two (2) Business Days after receipt of the Holder’s request and in the Holder’s sole discretion, either: (I) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the Ordinary Shares so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such Ordinary Shares), or credit the account of such Holder (or its designee) with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) (and to issue such Ordinary Shares) shall terminate, or (II) promptly honor its obligation to so issue and deliver to the Holder a certificate representing such Ordinary Shares or credit the account of such Holder (or its designee) with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (x) such number of Ordinary Shares multiplied by (y) the lowest Closing Sale Price of the Ordinary Shares on any Trading Day during the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payment under this clause (II) (the “Buy-In Payment Amount”). Nothing in this Section 3(c)(ii) herein shall limit the Holdera ▇▇▇▇▇▇’s right to pursue any other remedies available to it hereunder, whether 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 a certificate certificates representing Ordinary Shares, Conversion Shares (or to electronically deliver such Ordinary Conversion Shares, ) upon the conversion of this Note the Preferred Shares as required pursuant to the terms hereof. Notwithstanding anything herein to the contrary, with respect to any given Conversion Failure, this Section 4(c)(ii) shall not apply to a Holder to the extent the Company has already paid such amounts in full to such Holder with respect to such Conversion Failure pursuant to the analogous sections of the Exchange Agreement.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery Deadline, either (I)(1I) if the Transfer Agent is not participating in FASTthe DTC Fast Automated Securities Transfer Program or the Required Unrestricted Conditions are not satisfied, to issue and deliver to the Holder (or its designee) a certificate for the number of Ordinary Common Shares to which the Holder is entitled and register such Ordinary Common Shares on the Company’s share register or, (2) if the Transfer Agent is participating in FASTthe DTC Fast Automated Securities Transfer Program and the Required Unrestricted Conditions are satisfied, to credit the balance account of the Holder (or its designee) the Holder’s designee with DTC for such number of Ordinary Common Shares to which the Holder is entitled upon the Holder’s conversion of this Note, Note (as the case may be, ) or (II) if after the Effective Date (as defined in the Registration Rights Agreement), the Registration Statement covering the resale of the Ordinary Common Shares that are the subject of the Conversion Notice (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) so notify the Holder and (y) deliver the Ordinary Common Shares electronically without any restrictive legend by crediting such aggregate number of Ordinary Common Shares to which the Holder is entitled pursuant to such conversion exercise to the Holder’s (or its designee’s) ’s balance account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred to as a “Notice Failure” and together with the event described in clause (I) above, a “Conversion Failure”), then, in addition to all other remedies available to the Holder, (1) the Company shall pay in cash to the Holder on each day after such Share Delivery Deadline that the issuance of such Ordinary Common Shares is not timely effected an amount equal to 0.050.75% of the product of (xA) the sum of the number of Ordinary Common Shares not issued to the Holder on or prior to the Share Delivery Deadline and to which the Holder is entitled, multiplied by (yB) any trading price of the Ordinary Common Shares selected by the Holder in writing as in effect at any time during the period beginning on the applicable Conversion Date and ending on the applicable Share Delivery Deadline, Deadline and (2) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 3(c)(ii) or otherwise. In addition to the foregoing, if on or prior to the Share Delivery Deadline either (A)(1A) if the Transfer Agent is not participating in FASTthe DTC Fast Automated Securities Transfer Program or the Required Unrestricted Conditions are not satisfied, the Company shall fail to issue and deliver to the Holder (or its designee) a certificate and register such Ordinary Common Shares on the Company’s share register or, (2) if the Transfer Agent is participating in FASTthe DTC Fast Automated Securities Transfer Program and the Required Unrestricted Conditions are satisfied, the Transfer Agent shall fail to credit the balance account of the Holder (or its designee) the Holder’s designee with DTC for the number of Ordinary Common Shares to which the Holder is entitled upon the Holder’s conversion hereunder or pursuant to the Company’s obligation pursuant to clause (II) below, below or (B) a Notice Failure occurs, and if on or after such Share Delivery Deadline the Holder purchases (in an open market transaction or otherwise) Ordinary Common Shares corresponding to all or any portion of the number of Ordinary Common Shares issuable upon such conversion that the Holder is entitled to receive from the Company and has not received from the Company in connection with, or as a result of, with such Conversion Failure or Notice Failure, as applicable (a “Buy-In”), then, in addition to all other remedies available to the Holder, the Company shall, within two (2) Business Days after receipt of the Holder’s request and in the Holder’s sole discretion, either: (I) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the Ordinary Common Shares so purchased (including, without limitation, including by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such Ordinary Common Shares), ) or credit the balance account of such Holder (or its such Holder’s designee) , as applicable, with DTC for the number of Ordinary Common Shares to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) (and to issue such Ordinary Common Shares) shall terminate, or (II) promptly honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such Ordinary Common Shares or credit the balance account of such Holder (or its such Holder’s designee) , as applicable, with DTC for the number of Ordinary Common Shares to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (x) such number of Ordinary Common Shares multiplied by (y) the lowest Closing Sale Price of the Ordinary Common Shares on any Trading Day during the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payment under this clause (II) (the “Buy-In Payment Amount”). Nothing in this Section 3(c)(ii) shall limit the Holder’s right to pursue any other remedies available to it hereunder, whether at law or in equity, including, without limitation, including a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver a certificate certificates representing Ordinary Shares, Common Shares (or to electronically deliver such Ordinary Common Shares, ) upon the conversion of this Note as required pursuant to the terms hereof. Notwithstanding anything herein to the contrary, with respect to any given Notice Failure and/or Conversion Failure, this Section 3(c)(ii) shall not apply to the Holder to the extent the Company has already paid such amounts in full to such Holder with respect to such Notice Failure and/or Conversion Failure, as applicable, pursuant to the analogous sections of the Securities Restructuring Agreement.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery Deadline, either (I)(1) if the Transfer Agent is not participating in FAST, to issue and deliver to the Holder within three (3) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or its designee) otherwise), a certificate for the number of Ordinary Shares shares of Common Stock to which the Holder is entitled and register such Ordinary Shares shares of Common Stock on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, or to credit the account of the Holder (Holder’s or its designee) ’s balance account with DTC for such number of Ordinary Shares shares of Common Stock to which the Holder is entitled upon the Holder’s conversion of this Note, any Conversion Amount (as the case may be, or ) (II) if the Registration Statement covering the resale of the Ordinary Shares that are the subject of the Conversion Notice (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) so notify the Holder and (y) deliver the Ordinary Shares electronically without any restrictive legend by crediting such aggregate number of Ordinary Shares to which the Holder is entitled pursuant to such conversion to the Holder’s (or its designee’s) account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred to as a “Notice Failure” and together with the event described in clause (I) above, a “Conversion Failure”), then, in addition to all other remedies available to the Holder, (1) the Company shall pay in cash to the Holder on each day after such Share Delivery Deadline third (3rd) Trading Day that the issuance of such Ordinary Shares shares of Common Stock is not timely effected an amount equal to 0.050.5% of the product of (xA) the sum of the number of Ordinary Shares shares of Common Stock not issued to the Holder on or prior to the Share Delivery Deadline a timely basis and to which the Holder is entitled, entitled multiplied by (yB) any trading price the Closing Sale Price of the Ordinary Shares selected by Common Stock on the Trading Day immediately preceding the last possible date which the Company could have issued such shares of Common Stock to the Holder in writing as in effect at any time during the period beginning on the applicable Conversion Date and ending on the applicable Share Delivery Deadline, without violating Section 3(c)(i) and (2) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 3(c)(ii4(c)(iii) or otherwise. The Holder agrees, however, that the maximum aggregate damages payable to a Holder hereunder for a Conversion Failure shall be 2% of the amount determined pursuant to the formula set forth in the immediately preceding sentence. In addition to the foregoing, if on within three (3) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or prior to the Share Delivery Deadline either (A)(1) if the Transfer Agent is not participating in FASTotherwise), the Company shall fail to issue and deliver a certificate to the Holder (or its designee) a certificate and register such Ordinary Shares shares of Common Stock on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, the Transfer Agent shall fail to or credit the account of the Holder (Holder’s or its designee) ’s balance account with DTC for the number of Ordinary Shares shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder or pursuant to (as the Company’s obligation pursuant to clause (II) below, or (B) a Notice Failure occurscase may be), and if on or after such Share Delivery Deadline third (3rd) Trading Day the Holder purchases (in an open market transaction or otherwise) Ordinary Shares corresponding shares of Common Stock to all or any portion deliver in satisfaction of a sale by the number Holder of Ordinary Shares shares of Common Stock issuable upon such conversion that the Holder is entitled to receive anticipated receiving from the Company and has not received from the Company in connection with, or as a result of, such Conversion Failure or Notice Failure, as applicable (a “Buy-In”)Company, then, in addition to all other remedies available to the Holder, the Company shall, within two three (23) Business Days after receipt of the Holder’s request and in the Holder’s sole discretion, either: either (Ii) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the Ordinary Shares shares of Common Stock so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such Ordinary Shares)shares of Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such shares of Common Stock or credit the Holder’s balance account of such Holder (or its designee) with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) (and to issue such Ordinary Shares) shall terminate, or (II) promptly honor its obligation to so issue and deliver to the Holder a certificate representing such Ordinary Shares or credit the account shares of such Holder (or its designee) with DTC for the number of Ordinary Shares Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (xA) such number of Ordinary Shares shares of Common Stock multiplied by (yB) the lowest Closing Sale Price of the Ordinary Shares Common Stock on any the Trading Day during immediately preceding the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payment under this clause (II) (the “Buy-In Payment Amount”). Nothing in this Section 3(c)(ii) shall limit the Holder’s right to pursue any other remedies available to it hereunder, whether 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 a certificate representing Ordinary Shares, or to electronically deliver such Ordinary Shares, upon the conversion of this Note as required pursuant to the terms hereofDate.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery Deadline, either (I)(1I) if the Transfer Agent is not participating in FAST, to issue and deliver to the Holder (or its designee) a certificate for the number of Ordinary Shares shares of Common Stock to which the Holder is entitled and register such Ordinary Shares shares of Common Stock on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, to credit the balance account of the Holder (or its designee) the Holder’s designee with DTC for such number of Ordinary Shares shares of Common Stock to which the Holder is entitled upon the Holder’s conversion of this Note, Note (as the case may be, ) or (II) if the Registration Statement covering the resale of the Ordinary Shares shares of Common Stock that are the subject of the Conversion Notice (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) so notify the Holder and (y) deliver the Ordinary Shares shares of Common Stock electronically without any restrictive legend by crediting such aggregate number of Ordinary Shares shares of Common Stock to which the Holder is entitled pursuant to such conversion to the Holder’s (or its designee’s) ’s balance account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred to as a “Notice Failure” and together with the event described in clause (I) above, a “Conversion Failure”), then, in addition to all other remedies available to the Holder, (1) the Company shall pay in cash to the Holder on each day after such Share Delivery Deadline that the issuance of such Ordinary Shares shares of Common Stock is not timely effected an amount equal to 0.052% of the product of (xA) the sum of the number of Ordinary Shares shares of Common Stock not issued to the Holder on or prior to the Share Delivery Deadline and to which the Holder is entitled, multiplied by (yB) any trading price of the Ordinary Shares Common Stock selected by the Holder in writing as in effect at any time during the period beginning on the applicable Conversion Date and ending on the applicable Share Delivery Deadline, Deadline and (2) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 3(c)(ii) or otherwise. In addition to the foregoing, if on or prior to the Share Delivery Deadline either (A)(1A) if the Transfer Agent is not participating in FAST, the Company shall fail to issue and deliver to the Holder (or its designee) a certificate and register such Ordinary Shares shares of Common Stock on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, the Transfer Agent shall fail to credit the balance account of the Holder (or its designee) the Holder’s designee with DTC for the number of Ordinary Shares shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder or pursuant to the Company’s obligation pursuant to clause (II) below, below or (B) a Notice Failure occurs, and if on or after such Share Delivery Deadline the Holder purchases acquires (in an open market transaction transaction, stock loan or otherwise) Ordinary Shares shares of Common Stock corresponding to all or any portion of the number of Ordinary Shares shares of Common Stock issuable upon such conversion that the Holder is entitled to receive from the Company and has not received from the Company in connection with, or as a result of, with such Conversion Failure or Notice Failure, as applicable (a “Buy-In”), then, in addition to all other remedies available to the Holder, the Company shall, within two (2) Business Days after receipt of the Holder’s request and in the Holder’s sole discretion, either: (I) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions commissions, stock loan costs and other out-of-pocket expenses, if any) for the Ordinary Shares shares of Common Stock so purchased acquired (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such Ordinary Shares), shares of Common Stock) or credit the balance account of such Holder (or its such Holder’s designee) , as applicable, with DTC for the number of Ordinary Shares shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) (and to issue such Ordinary Sharesshares of Common Stock) shall terminate, or (II) promptly honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such Ordinary Shares shares of Common Stock or credit the balance account of such Holder (or its such Holder’s designee) , as applicable, with DTC for the number of Ordinary Shares shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (x) such number of Ordinary Shares shares of Common Stock multiplied by (y) the lowest Closing Sale Price of the Ordinary Shares Common Stock on any Trading Day during the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payment under this clause (II) (the “Buy-In Payment Amount”). Nothing in this Section 3(c)(ii) shall limit the Holder’s right to pursue any other remedies available to it hereunder, whether 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 a certificate certificates representing Ordinary Shares, shares of Common Stock (or to electronically deliver such Ordinary Shares, shares of Common Stock) upon the conversion of this Note as required pursuant to the terms hereof.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on to issue to a Holder within three (3) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or prior to otherwise) (the applicable “Share Delivery Deadline”), either (I)(1) if the Transfer Agent is not participating in FAST, to issue and deliver to the Holder (or its designee) a certificate for the number of Ordinary Shares shares of Common Stock to which the such Holder is entitled and register such Ordinary Shares shares of Common Stock on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, or to credit the account of the Holder (such Holder’s or its designee) ’s balance account with DTC for such number of Ordinary Shares shares of Common Stock to which the such Holder is entitled upon the such Holder’s conversion of this Note, any Preferred Shares (as the case may be, or ) (II) if the Registration Statement covering the resale of the Ordinary Shares that are the subject of the Conversion Notice (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) so notify the Holder and (y) deliver the Ordinary Shares electronically without any restrictive legend by crediting such aggregate number of Ordinary Shares to which the Holder is entitled pursuant to such conversion to the Holder’s (or its designee’s) account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred to as a “Notice Failure” and together with the event described in clause (I) above, a “Conversion Failure”), then, in addition to all other remedies available to the such Holder, (1) the Company shall pay in cash to the Holder on each day after such Share Delivery Deadline that the issuance of such Ordinary Shares is not timely effected an amount equal to 0.05% of the product of (x) the sum of the number of Ordinary Shares not issued to the Holder on or prior to the Share Delivery Deadline and to which the Holder is entitled, multiplied by (y) any trading price of the Ordinary Shares selected by the Holder in writing as in effect at any time during the period beginning on the applicable Conversion Date and ending on the applicable Share Delivery Deadline, and (2) the Holder, upon written notice to the Company, (x) may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this Note Preferred Shares that has have not been converted pursuant to such Holder’s Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to the terms of this Certificate of Designations or otherwise and (y) the Company shall pay in cash to such Holder on each day after such third (3rd) Trading Day that the issuance of such shares of Common Stock is not timely effected an amount equal to 1.5% of the product of (A) the aggregate number of shares of Common Stock not issued to such Holder on a timely basis and to which the Holder is entitled and (B) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the last possible date on which the Company could have issued such shares of Common Stock to the Holder without violating Section 3(c)(ii) or otherwise4(c). In addition to the foregoing, if on within three (3) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or prior to the Share Delivery Deadline either (A)(1) if the Transfer Agent is not participating in FASTotherwise), the Company shall fail to issue and deliver to the Holder (or its designee) a certificate to such Holder and register such Ordinary Shares shares of Common Stock on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, the Transfer Agent shall fail to or credit the account of the Holder (such Holder’s or its designee) ’s balance account with DTC for the number of Ordinary Shares shares of Common Stock to which the such Holder is entitled upon the such Holder’s conversion hereunder or pursuant to (as the Company’s obligation pursuant to clause (II) below, or (B) a Notice Failure occurscase may be), and if on or after such Share Delivery Deadline the third (3rd) Trading Day such Holder (or any other Person in respect, or on behalf, of such Holder) purchases (in an open market transaction or otherwise) Ordinary Shares corresponding shares of Common Stock to deliver in satisfaction of a sale by such Holder 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 Ordinary Shares shares of Common Stock, issuable upon such conversion that the such Holder is entitled to receive so anticipated receiving from the Company and has not received from the Company in connection with, or as a result of, such Conversion Failure or Notice Failure, as applicable (a “Buy-In”)Company, then, in addition to all other remedies available to the such Holder, the Company shall, within two three (23) Business Days after receipt of the such Holder’s request and in the such Holder’s sole discretion, either: either (Ii) pay cash to the such Holder in an amount equal to the such Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the Ordinary Shares shares of Common Stock so purchased (including, without limitation, by any other Person in respect, or on behalf, of the such Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such Ordinary Shares), or credit the such Holder’s balance account of such Holder (or its designee) with DTC for the number of Ordinary Shares shares of Common Stock to which the such Holder is entitled upon the such Holder’s conversion hereunder (as the case may be) (and to issue such Ordinary Sharesshares of Common Stock) shall terminate, or (IIii) promptly honor its obligation to so issue and deliver to the such Holder a certificate or certificates representing such Ordinary Shares shares of Common Stock or credit the such Holder’s balance account of such Holder (or its designee) with DTC for the number of Ordinary Shares shares of Common Stock to which the such Holder is entitled upon the such Holder’s conversion hereunder (as the case may be) and pay cash to the such Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (xA) such number of Ordinary Shares shares of Common Stock multiplied by (yB) the lowest Closing Sale Price of the Ordinary Shares Common Stock on any Trading Day during the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payment under this clause (II) (the “Buy-In Payment Amount”ii). Nothing in this Section 3(c)(ii) shall limit the Holder’s right to pursue any other remedies available to it hereunder, whether 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 a certificate representing Ordinary Shares, or to electronically deliver such Ordinary Shares, upon the conversion of this Note as required pursuant to the terms hereof.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery Deadline, either (I)(1) if the Transfer Agent is not participating in FAST, to issue and deliver to the such Holder (or its designee) a certificate for the number of Ordinary Shares shares of Common Stock to which the such Holder is entitled and register such Ordinary Shares shares of Common Stock on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, to credit the account of the Holder (such Holder’s or its designee) ’s balance account with DTC for such number of Ordinary Shares shares of Common Stock to which the such Holder is entitled upon the such Holder’s conversion of this Note, any Conversion Amount (as the case may be, or ) (II) if the Registration Statement covering the resale of the Ordinary Shares that are the subject of the Conversion Notice (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) so notify the Holder and (y) deliver the Ordinary Shares electronically without any restrictive legend by crediting such aggregate number of Ordinary Shares to which the Holder is entitled pursuant to such conversion to the Holder’s (or its designee’s) account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred to as a “Notice Failure” and together with the event described in clause (I) above, a “Conversion Failure”), then, in addition to all other remedies available to the such Holder, (1X) the Company shall pay in cash from funds legally available therefor to the such Holder on each day after such the Share Delivery Deadline that the issuance of such Ordinary Shares shares of Common Stock is not timely effected an amount equal to 0.052% of the product of (xA) the sum of the number of Ordinary Shares shares of Common Stock not issued to the such Holder on or prior to the Share Delivery Deadline and to which the such Holder is entitled, multiplied by (yB) any trading price of the Ordinary Shares Common Stock selected by the such Holder in writing as in effect at any time during the period beginning on the applicable Conversion Date and ending on the applicable Share Delivery Deadline, and (2Y) the such Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (returned, as the case may be) , all, or any portion portion, of this Note such Preferred Shares that has not been converted pursuant to such Conversion Notice, ; provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 3(c)(ii4(c)(ii) or otherwise. In addition to the foregoing, if on or prior to the Share Delivery Deadline either (A)(1) if the Transfer Agent is not participating in FAST, the Company shall fail to issue and deliver to the such Holder (or its designee) a certificate and register such Ordinary Shares shares of Common Stock on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, the Transfer Agent shall fail to credit the balance account of the such Holder (or its such Holder’s designee) , as applicable, with DTC for the number of Ordinary Shares shares of Common Stock to which the such Holder is entitled upon the Holdersuch ▇▇▇▇▇▇’s conversion hereunder or pursuant to the Company’s obligation pursuant to clause (IIii) below, or (B) a Notice Failure occurs, and if on or after such Share Delivery Deadline the such Holder purchases acquires (in an open market transaction transaction, stock loan or otherwise) Ordinary Shares shares of Common Stock corresponding to all or any portion of the number of Ordinary Shares shares of Common Stock issuable upon such conversion that the such Holder is entitled to receive from the Company and has not received from the Company in connection with, or as a result of, with such Conversion Failure or Notice Failure, as applicable (a “Buy-In”), then, in addition to all other remedies available to the such Holder, the Company shall, within two (2) Business Days after receipt of the such Holder’s request and in the such Holder’s sole discretion, either: (I) pay cash from funds legally available therefor to the such Holder in an amount equal to the such Holder’s total purchase price (including brokerage commissions commission, stock loan costs and other out-of-pocket expenses, if any) for the Ordinary Shares shares of Common Stock so purchased acquired (including, without limitation, by any other Person in respect, or on behalf, of the such Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such Ordinary Shares), shares of Common Stock) or credit to the balance account of such Holder (or its such Holder’s designee) , as applicable, with DTC for the number of Ordinary Shares shares of Common Stock to which the such Holder is entitled upon the such Holder’s conversion hereunder (as the case may be) (and to issue such Ordinary Sharesshares of Common Stock) shall terminate, or (II) promptly honor its obligation to so issue and deliver to the such Holder a certificate or certificates representing such Ordinary Shares shares of Common Stock or credit the balance account of such Holder (or its such Holder’s designee) , as applicable, with DTC for the number of Ordinary Shares shares of Common Stock to which the such Holder is entitled upon the Holdersuch ▇▇▇▇▇▇’s conversion hereunder (as the case may be) and pay cash from funds legally available therefor to the such Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (x) such number of Ordinary Shares shares of Common Stock multiplied by (y) the lowest Closing Sale Price of the Ordinary Shares Common Stock on any Trading Day during the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payment under this clause (II) (the “Buy-In Payment Amount”). Nothing in this Section 3(c)(ii) herein shall limit the a Holder’s right to pursue any other remedies available to it hereunder, whether 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 a certificate certificates representing Ordinary Shares, shares of Common Stock (or to electronically deliver such Ordinary Shares, shares of Common Stock) upon the conversion of this Note the Preferred Shares as required pursuant to the terms hereof. Notwithstanding anything herein to the contrary, with respect to any given Conversion Failure, this Section 4(c)(ii) shall not apply to a Holder to the extent the Company has already paid such amounts in full to such Holder with respect to such Conversion Failure, as applicable, pursuant to the analogous sections of the Securities Purchase Agreement.

Company’s Failure to Timely Convert. If the Holder shall have provided proper notice to the Company pursuant to Section 3(c)(i) and if the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery Deadline, either (I)(1) if the Transfer Agent is not participating in FAST, fail to issue and deliver a certificate to the Holder (or its designee) a certificate credit the Holder’s balance account with DTC, as applicable, for the number of Ordinary Shares to which the Holder is entitled and register such Ordinary Shares on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, to credit the account shares of the Holder (or its designee) with DTC for such number of Ordinary Shares Common Stock to which the Holder is entitled upon the Holder’s conversion of this Note, as any Conversion Amount on or prior to the case may be, or date which is three (II3) if the Registration Statement covering the resale of the Ordinary Shares that are the subject of Trading Days after the Conversion Notice Date (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) so notify the Holder and (y) deliver the Ordinary Shares electronically without any restrictive legend by crediting such aggregate number of Ordinary Shares to which the Holder is entitled pursuant to such conversion to the Holder’s (or its designee’s) account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred to as a “Notice Failure” and together with the event described in clause (I) above, a “Conversion Failure”), then, in addition to all other remedies available to the Holder, then (1A) the Company shall pay in cash damages to the Holder on for each day after such Share Delivery Deadline that the issuance Trading Day of such Ordinary Shares is not timely effected Conversion Failure in an amount equal to 0.05% one percent (1.0%) of the product of (x1) the sum of the number of Ordinary Shares shares of Common Stock not issued to the Holder on or prior to the Share Delivery Deadline Date and to which the Holder is entitled, multiplied by (y) any trading price of the Ordinary Shares selected by the Holder in writing as in effect at any time during the period beginning on the applicable Conversion Date and ending on the applicable Share Delivery Deadline, and (2) the Closing Sale Price of the Common Stock on the Share Delivery Date and (B) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (returned, as the case may be) , any portion of this Note that has not been converted pursuant to such Conversion Notice, ; provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 3(c)(ii) or otherwise. In addition to the foregoing, if on or prior to within three (3) Trading Days after the Share Delivery Deadline either (A)(1) if Company’s receipt of the Transfer Agent is not participating in FAST, facsimile copy of a Conversion Notice the Company shall fail to issue and deliver a certificate to the Holder (or its designee) a certificate and register such Ordinary Shares on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, the Transfer Agent shall fail to credit the Holder’s balance account of the Holder (or its designee) with DTC for the number of Ordinary Shares shares of Common Stock to which the Holder is entitled upon the Holdersuch holder’s conversion hereunder of any Conversion Amount or pursuant to on any date of the Company’s obligation to deliver shares of Common Stock as contemplated pursuant to clause (IIy) below, or (B) a Notice Failure occurs, and if on or after such Share Delivery Deadline Trading Day the Holder purchases (in an open market transaction or otherwise) Ordinary Shares corresponding Common Stock to all or any portion deliver in satisfaction of a sale by the number Holder of Ordinary Shares Common Stock issuable upon such conversion that the Holder is entitled to receive anticipated receiving from the Company and has not received from the Company in connection with, or as a result of, such Conversion Failure or Notice Failure, as applicable (a “Buy-In”), then, in addition to all other remedies available to the Holder, then the Company shall, within two three (23) Business Trading Days after receipt of the Holder’s request and in the Holder’s sole discretion, either: either (Ix) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the Ordinary Shares shares of Common Stock so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such Ordinary Shares), or credit the account of such Holder (or its designee) with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) (and to issue such Ordinary SharesCommon Stock) shall terminate, or (IIy) promptly honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such Ordinary Shares or credit the account of such Holder (or its designee) with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) Common Stock and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (xI) such number of Ordinary Shares multiplied by (y) the lowest Closing Sale Price shares of the Ordinary Shares on any Trading Day during the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payment under this clause Common Stock, times (II) (the “Buy-In Payment Amount”). Nothing in this Section 3(c)(ii) shall limit Closing Bid Price on the Holder’s right to pursue any other remedies available to it hereunder, whether 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 a certificate representing Ordinary Shares, or to electronically deliver such Ordinary Shares, upon the conversion of this Note as required pursuant to the terms hereofConversion Date.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery Deadline, either (I)(1I) if the Transfer Agent is not participating in FASTthe DTC Fast Automated Securities Transfer Program, to issue and deliver to the Holder (or its designee) a certificate for the number of Ordinary Shares shares of Common Stock to which the Holder is entitled and register such Ordinary Shares shares of Common Stock on the Company’s share register or, (2) if the Transfer Agent is participating in FASTthe DTC Fast Automated Securities Transfer Program, to credit the balance account of the Holder (or its designee) the Holder’s designee with DTC for such number of Ordinary Shares shares of Common Stock to which the Holder is entitled upon the Holder’s conversion of this Note, Note (as the case may be, ) or (II) if the Registration Statement covering the resale of the Ordinary Shares shares of Common Stock that are the subject of the Conversion Notice (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) so notify the Holder and (y) deliver the Ordinary Shares shares of Common Stock electronically without any restrictive legend by crediting such aggregate number of Ordinary Shares shares of Common Stock to which the Holder is entitled pursuant to such conversion exercise to the Holder’s (or its designee’s) ’s balance account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred to as a “Notice Failure” and together with the event described in clause (I) above, a “Conversion Failure”), then, in addition to all other remedies available to the Holder, (1) the Company shall pay in cash to the Holder on each day after such Share Delivery Deadline that the issuance of such Ordinary Shares shares of Common Stock is not timely effected an amount equal to 0.052% of the product of (xA) the sum of the number of Ordinary Shares shares of Common Stock not issued to the Holder on or prior to the Share Delivery Deadline and to which the Holder is entitled, multiplied by (yB) any trading price of the Ordinary Shares Common Stock selected by the Holder in writing as in effect at any time during the period beginning on the applicable Conversion Date and ending on the applicable Share Delivery Deadline, Deadline and (2) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 3(c)(ii) or otherwise. In addition to the foregoing, if on or prior to the Share Delivery Deadline either (A)(1A) if the Transfer Agent is not participating in FASTthe DTC Fast Automated Securities Transfer Program, the Company shall fail to issue and deliver to the Holder (or its designee) a certificate and register such Ordinary Shares shares of Common Stock on the Company’s share register or, (2) if the Transfer Agent is participating in FASTthe DTC Fast Automated Securities Transfer Program, the Transfer Agent shall fail to credit the balance account of the Holder (or its designee) the Holder’s designee with DTC for the number of Ordinary Shares shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder or pursuant to the Company’s obligation pursuant to clause (II) below, below or (B) a Notice Failure occurs, and if on or after such Share Delivery Deadline the Holder purchases (in an open market transaction or otherwise) Ordinary Shares corresponding shares of Common Stock to deliver in satisfaction of a sale by the Holder of all or any portion of the number of Ordinary Shares shares of Common Stock issuable upon such conversion that the Holder is entitled to receive anticipated receiving from the Company and has not received from the Company in connection with, or as a result of, such Conversion Failure or Notice Failure, as applicable (a “Buy-In”), then, in addition to all other remedies available to the Holder, the Company shall, within two three (23) Business Days after receipt of the Holder’s request and in the Holder’s sole discretion, either: (I) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the Ordinary Shares shares of Common Stock so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such Ordinary Shares), shares of Common Stock) or credit the balance account of such Holder (or its such Holder’s designee) , as applicable, with DTC for the number of Ordinary Shares shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) (and to issue such Ordinary Sharesshares of Common Stock) shall terminate, or (II) promptly honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such Ordinary Shares shares of Common Stock or credit the balance account of such Holder (or its such Holder’s designee) , as applicable, with DTC for the number of Ordinary Shares shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (x) such number of Ordinary Shares shares of Common Stock multiplied by (y) the lowest Closing Sale Price of the Ordinary Shares Common Stock on any Trading Day during the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payment under this clause (II) (the “Buy-In Payment Amount”). Nothing in this Section 3(c)(ii) shall limit the Holder’s right to pursue any other remedies available to it hereunder, whether 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 a certificate certificates representing Ordinary Shares, shares of Common Stock (or to electronically deliver such Ordinary Shares, shares of Common Stock) upon the conversion of this Note as required pursuant to the terms hereof. Notwithstanding anything herein to the contrary, with respect to any given Notice Failure and/or Conversion Failure, this Section 3(c)(ii) shall not apply to the Holder to the extent the Company has already paid such amounts in full to such Holder with respect to such Notice Failure and/or Conversion Failure, as applicable, pursuant to the analogous sections of the Securities Purchase Agreement.

Company’s Failure to Timely Convert. If at any time from and after the issue date of the Notes, the Company shall fail, for any reason or for no reason, on or prior to the second (2nd) Trading Day after receipt of the applicable Conversion Notice (the “Share Delivery Deadline”), either (I)(1I) if the Company’s stock transfer agent (the “Transfer Agent Agent”) is not participating in FASTThe Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, to issue and deliver to the such Holder (or its designee) a certificate for the number of Ordinary Shares shares of Common Stock to which the such Holder is entitled and register such Ordinary Shares shares of Common Stock on the Company’s share register or, (2) if the Transfer Agent is participating in FASTthe DTC Fast Automated Securities Transfer Program, to credit the account of the Holder (such Holder’s or its designee) ’s balance account with DTC for such number of Ordinary Shares shares of Common Stock to which the such Holder is entitled upon the such Holder’s conversion of this Note, as such portion of the case may be, applicable Note or (II) after the initial effective date of the registration statement filed pursuant to the Subscription Agreement, if the Registration Statement registration statement covering the resale of the Ordinary Shares shares of Common Stock that are the subject of the Conversion Notice (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Subscription Agreement (x) so notify the such Holder and (y) deliver the Ordinary Shares shares of Common Stock electronically without any restrictive legend by crediting such aggregate number of Ordinary Shares shares of Common Stock to which the such Holder is entitled pursuant to such conversion exercise to the Holder’s (or its designee’s) ’s balance account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred to as a “Notice Failure” and together with the event described in clause (I) above, a “Conversion Delivery Failure”), then, in addition to all other remedies available to the such Holder, (1X) the Company shall pay in cash to the such Holder on each day after such the Share Delivery Deadline that the issuance of such Ordinary Shares shares of Common Stock is not timely effected an amount equal to 0.051% of the product of (xA) the sum of the number of Ordinary Shares shares of Common Stock not issued to the such Holder on or prior to the Share Delivery Deadline and to which the such Holder is entitled, multiplied by (yB) any trading price of the Ordinary Shares Common Stock selected by the such Holder in writing as in effect at any time during the period beginning on the applicable date of such Conversion Date Notice and ending on the applicable Share Delivery Deadline, and (2Y) the such Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (returned, as the case may be) , all, or any portion portion, of this Note such Notes that has not been converted pursuant to such Conversion Notice, ; provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 3(c)(ii) 6.12 or otherwise. In addition to the foregoing, from and after the issue date of the Notes, if on or prior to the Share Delivery Deadline either (A)(1A) if the Transfer Agent is not participating in FASTthe DTC Fast Automated Securities Transfer Program, the Company shall fail to issue and deliver to the such Holder (or its designee) a certificate and register such Ordinary Shares shares of Common Stock on the Company’s share register or, (2) if the Transfer Agent is participating in FASTthe DTC Fast Automated Securities Transfer Program, the Transfer Agent shall fail to credit the balance account of the such Holder (or its such Holder’s designee) , as applicable, with DTC for the number of Ordinary Shares shares of Common Stock to which the such Holder is entitled upon the such Holder’s conversion hereunder or pursuant to the Company’s obligation pursuant to clause (IIii) below, below or (B) a Notice Failure occurs, and if on or after such Share Delivery Deadline the such Holder purchases (in an open market transaction or otherwise) Ordinary Shares shares of Common Stock corresponding to all or any portion of the number of Ordinary Shares shares of Common Stock issuable upon such conversion that the such Holder is entitled to receive from the Company and has not received from the Company in connection with, or as a result of, with such Conversion Delivery Failure or Notice Failure, as applicable (a “Buy-In”), then, in addition to all other remedies available to the such Holder, the Company shall, within two (2) Business Days after receipt of the such Holder’s request and in the such Holder’s sole discretion, either: (I) pay cash to the such Holder in an amount equal to the such Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the Ordinary Shares shares of Common Stock so purchased (including, without limitation, by any other Person in respect, or on behalf, of the such Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such Ordinary Shares), shares of Common Stock) or credit to the balance account of such Holder (or its such Holder’s designee) , as applicable, with DTC for the number of Ordinary Shares shares of Common Stock to which the such Holder is entitled upon the such Holder’s conversion hereunder (as the case may be) (and to issue such Ordinary Sharesshares of Common Stock) shall terminate, or (IIii) promptly honor its obligation to so issue and deliver to the such Holder a certificate or certificates representing such Ordinary Shares shares of Common Stock or credit the balance account of such Holder (or its such Holder’s designee) , as applicable, with DTC for the number of Ordinary Shares shares of Common Stock to which the such Holder is entitled upon the such Holder’s conversion hereunder (as the case may be) and pay cash to the such Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (x) such number of Ordinary Shares shares of Common Stock multiplied by (y) the lowest Closing Sale Price of the Ordinary Shares Common Stock on any Trading Day during the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payment under this clause (II) (the “Buy-In Payment Amount”ii). Nothing in this Section 3(c)(ii) herein shall limit the Holder’s right to pursue any other remedies available to it hereunder, whether 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 a certificate certificates representing Ordinary Shares, shares of Common Stock (or to electronically deliver such Ordinary Shares, shares of Common Stock) upon the conversion of this Note as required pursuant to the terms hereof. Neither the Trustee nor the Conversion Agent has any duty to determine whether a Notice Failure, Delivery Failure or Buy-In has occurred, calculate or verify the calculations of Buy-In Price or notify Holders of any of the foregoing.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery Deadline, either (I)(1I) if the Transfer Agent is not participating in FAST, to issue and deliver to the Holder (or its designee) a certificate for the number of Ordinary Shares to which the Holder is entitled and register such Ordinary Shares on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, to credit the balance account of the Holder (or its designee) the Holder’s designee with DTC for such number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion of this Note, Note (as the case may be, ) or (II) if the Registration Statement covering the resale of the Ordinary Shares that are the subject of the Conversion Notice (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) so notify the Holder and (y) deliver the Ordinary Shares electronically without any restrictive legend by crediting such aggregate number of Ordinary Shares to which the Holder is entitled pursuant to such conversion to the Holder’s (or its designee’s) ’s balance account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred to as a “Notice Failure” and together with the event described in clause (I) above, a “Conversion Failure”), then, in addition to all other remedies available to the Holder, (1) the Company shall pay in cash to the Holder on each day after such Share Delivery Deadline that the issuance of such Ordinary Shares is not timely effected an amount equal to 0.051.5% of the product of (xA) the sum of the number of Ordinary Shares not issued to the Holder on or prior to the Share Delivery Deadline and to which the Holder is entitled, multiplied by (yB) any trading price of the Ordinary Shares selected by the Holder in writing as in effect at any time during the period beginning on the applicable Conversion Date and ending on the applicable Share Delivery Deadline, Deadline and (2) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 3(c)(ii) or otherwise. In addition to the foregoing, if on or prior to the Share Delivery Deadline either (A)(1A) if the Transfer Agent is not participating in FAST, the Company shall fail to issue and deliver to the Holder (or its designee) a certificate and register such Ordinary Shares on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, the Transfer Agent shall fail to credit the balance account of the Holder (or its designee) the Holder’s designee with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder or pursuant to the Company’s obligation pursuant to clause (II) below, below or (B) a Notice Failure occurs, and if on or after such Share Delivery Deadline the Holder purchases acquires (in an open market transaction transaction, stock loan or otherwise) Ordinary Shares corresponding to all or any portion of the number of Ordinary Shares issuable upon such conversion that the Holder is entitled to receive from the Company and has not received from the Company in connection with, or as a result of, with such Conversion Failure or Notice Failure, as applicable (a “Buy-In”), then, in addition to all other remedies available to the Holder, the Company shall, within two (2) Business Days after receipt of the Holder’s request and in the Holder’s sole discretion, either: (I) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions commissions, stock loan costs and other out-of-pocket expenses, if any) for the Ordinary Shares so purchased acquired (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such Ordinary Shares), ) or credit the balance account of such Holder (or its such Holder’s designee) , as applicable, with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) (and to issue such Ordinary Shares) shall terminate, or (II) promptly honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such Ordinary Shares or credit the balance account of such Holder (or its such Holder’s designee) , as applicable, with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (x) such number of Ordinary Shares multiplied by (y) the lowest Closing Sale Price of the Ordinary Shares on any Trading Day during the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payment under this clause (II) (the “Buy-In Payment Amount”). Nothing in this Section 3(c)(ii) shall limit the Holder’s right to pursue any other remedies available to it hereunder, whether 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 a certificate certificates representing Ordinary Shares, Shares (or to electronically deliver such Ordinary Shares, ) upon the conversion of this Note as required pursuant to the terms hereof.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, at any time on or prior to the applicable Share Delivery fifth (5th) Trading Day following the date on which the Company has received a Conversion Notice (each, a “Conversion Failure Deadline”), either (I)(1I) if the Transfer Agent is not participating in FASTthe DTC Fast Automated Securities Transfer Program or if the Common Shares to be issued pursuant to such Conversion Notice are not then Freely Tradable by the Holder, to issue and deliver to the Holder (or its designee) a certificate for the aggregate number of Ordinary Common Shares to which the Holder is entitled and register such Ordinary Common Shares on the Company’s share register (or proof of issuance in uncertificated form) or, (2) if the Transfer Agent is participating in FASTthe DTC Fast Automated Securities Transfer Program and if such Common Shares are then Freely Tradable by the Holder, to credit the balance account of the Holder (or its designee) the Holder’s designee with DTC for such number of Ordinary Common Shares to which the Holder is entitled upon the Holder’s conversion of this Note, Note (as the case may be, ) or (II) if the Registration Statement covering the resale of the Ordinary Common Shares that are the subject of the Conversion Notice (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares (and such Common Shares are not otherwise Freely Tradable by the Holder) and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) so notify the Holder and (y) deliver the Ordinary Common Shares electronically without any restrictive legend by crediting such aggregate number of Ordinary Common Shares to which the Holder is entitled pursuant to such conversion exercise to the Holder’s (or its designee’s) ’s balance account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred to as a “Notice Failure” and together with the event described in clause (I) above, a “Conversion Failure”), then, in addition to all other remedies available to the Holder, (1) the Company shall pay in cash to the Holder on each day and if after such Share Delivery Deadline that the issuance of such Ordinary Shares is not timely effected an amount equal to 0.05% of the product of (x) the sum of the number of Ordinary Shares not issued to the Holder on or prior to the Share Delivery Deadline and to which the Holder is entitled, multiplied by (y) any trading price of the Ordinary Shares selected by the Holder in writing as in effect at any time during the period beginning on the applicable Conversion Date and ending on the applicable Share Delivery Deadline, and (2) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 3(c)(ii) or otherwise. In addition to the foregoing, if on or prior to the Share Delivery Deadline either (A)(1) if the Transfer Agent is not participating in FAST, the Company shall fail to issue and deliver to the Holder (or its designee) a certificate and register such Ordinary Shares on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, the Transfer Agent shall fail to credit the account of the Holder (or its designee) with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder or pursuant to the Company’s obligation pursuant to clause (II) below, or (B) a Notice Failure occurs, and if on or after such Share Delivery Deadline the Holder purchases (in an open market transaction or otherwise) Ordinary Common Shares corresponding to all or any portion of the number of Ordinary Common Shares issuable upon such conversion that the Holder is entitled to receive from the Company and has not received from the Company in connection with, or as a result of, with such Conversion Failure or Notice Failure, as applicable (a “Buy-In”), then, in addition to all other as the exclusive cash remedies available to Holder (which election, for the Holderavoidance of doubt, does not preclude Holder from seeking injunctive remedies such as specific performance), the Company shall, within two (2) Business Days after receipt of the Holder’s request and in the Holder’s sole discretion, either: (I) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the Ordinary Common Shares so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such Ordinary Common Shares), ) or credit the balance account of such Holder (or its such Holder’s designee) , as applicable, with DTC for the number of Ordinary Common Shares to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) (and to issue such Ordinary Common Shares) shall terminate, or (II) promptly honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such Ordinary Common Shares (or proof of issuance in uncertificated form) or credit the balance account of such Holder (or its such Holder’s designee) , as applicable, with DTC for the number of Ordinary Common Shares to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (x) such number of Ordinary Common Shares multiplied by (y) the lowest Closing Sale Price of the Ordinary Common Shares on any Uninterrupted Trading Day during the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payment under this clause (II) (the “Buy-In Payment Amount”). Nothing in this Section 3(c)(ii) herein shall limit the Holder’s right to pursue any other non-cash remedies available to it hereunder, whether 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 a certificate certificates representing Ordinary Shares, Common Shares (or to provide proof of issuance in uncertificated form) or electronically deliver of such Ordinary SharesCommon Shares through DTC, in each case, upon the conversion of this Note as required pursuant to the terms hereof.

Company’s Failure to Timely Convert. If within three (3) Trading Days after the Company's receipt of an email copy of a Conversion Notice, Instrument of Transfer, and Letter of Transmittal the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery Deadline, either (I)(1) if the Transfer Agent is not participating in FAST, fail to issue the underlying Ordinary Shares and transfer and deposit such Ordinary Shares with the Depositary Bank and cause the issuance and deliver a certificate to the Holder (or its designee) a certificate credit the Holder's balance account with DTC for the number of Ordinary Shares to which the Holder is entitled and register such Ordinary Shares on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, to credit the account of the Holder (or its designee) with DTC for such number of Ordinary Shares ADSs to which the Holder is entitled upon the Holder’s such holder's conversion of this Note, as the case may be, or any Conversion Amount (II) if the Registration Statement covering the resale of the Ordinary Shares that are the subject of the Conversion Notice (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) so notify the Holder and (y) deliver the Ordinary Shares electronically without any restrictive legend by crediting such aggregate number of Ordinary Shares to which the Holder is entitled pursuant to such conversion to the Holder’s (or its designee’s) account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred to as a “Notice Failure” and together with the event described in clause (I) above, a “"Conversion Failure”"), then, in addition to all other remedies available to the Holder, (1) the Company shall pay in cash to the Holder on each day after such Share Delivery Deadline that the issuance of such Ordinary Shares is not timely effected an amount equal to 0.05% of the product of (x) the sum of the number of Ordinary Shares not issued to the Holder on or prior to the Share Delivery Deadline and to which the Holder is entitled, multiplied by (y) any trading price of the Ordinary Shares selected by the Holder in writing as in effect at any time during the period beginning on the applicable Conversion Date and ending on the applicable Share Delivery Deadline, and (2) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 3(c)(ii) or otherwise. In addition to the foregoing, if on or prior to the Share Delivery Deadline either (A)(1) if the Transfer Agent is not participating in FAST, the Company shall fail to issue and deliver to the Holder (or its designee) a certificate and register such Ordinary Shares on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, the Transfer Agent shall fail to credit the account of the Holder (or its designee) with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder or pursuant to the Company’s obligation pursuant to clause (II) below, or (B) a Notice Failure occurs, and if on or after such Share Delivery Deadline Trading Day the Holder purchases (in an open market transaction or otherwise) Ordinary Shares corresponding ADSs to all or any portion deliver in satisfaction of a sale by the number Holder of Ordinary Shares ADSs issuable upon such conversion that the Holder is entitled to receive anticipated receiving from the Company and has not received from the Company in connection with, or as a result of, such Conversion Failure or Notice Failure, as applicable (a “"Buy-In”"), then, in addition to all other remedies available to the Holder, then the Company shall, within two three (23) Business Days after receipt of the Holder’s 's request and in the Holder’s sole 's discretion, either: either (Ii) pay cash to the Holder in an amount equal to the Holder’s 's total purchase price (including brokerage commissions and other out-of-out of pocket expenses, if any) for the Ordinary Shares ADSs so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “"Buy-In Price”"), at which point the Company’s 's obligation to so issue and deliver such certificate (and to issue such Ordinary Shares), or credit the account of such Holder (or its designee) with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) (and to issue such Ordinary SharesADSs) shall terminate, or (IIii) promptly honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such Ordinary Shares or credit the account of such Holder (or its designee) with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) ADSs and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (xA) such number of Ordinary Shares multiplied by ADSs, times (yB) the lowest Closing Sale Bid Price of the Ordinary Shares on any Trading Day during the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payment under this clause (II) (the “Buy-In Payment Amount”). Nothing in this Section 3(c)(ii) shall limit the Holder’s right to pursue any other remedies available to it hereunder, whether 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 a certificate representing Ordinary Shares, or to electronically deliver such Ordinary Shares, upon the conversion of this Note as required pursuant to the terms hereofDate.

Company’s Failure to Timely Convert. If If, at any time, the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery Deadline, either (I)(1) if the Transfer Agent is not participating in FAST, fail to issue and deliver a certificate to the Holder (or its designee) a certificate credit the Holder’s balance account with DTC for the number of Ordinary Shares to which the Holder is entitled and register such Ordinary Shares on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, to credit the account shares of the Holder (or its designee) with DTC for such number of Ordinary Shares Class A Common Stock to which the Holder is entitled upon the Holder’s conversion of this Note, as any Conversion Amount on or prior to the case may be, or (II) if the Registration Statement covering the resale of the Ordinary Shares that are the subject of date which is five Business Days after the Conversion Notice Date (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) so notify the Holder and (y) deliver the Ordinary Shares electronically without any restrictive legend by crediting such aggregate number of Ordinary Shares to which the Holder is entitled pursuant to such conversion to the Holder’s (or its designee’s) account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred to as a “Notice Failure” and together with the event described in clause (I) above, a “Conversion Failure”), then, in addition to all other remedies available to the Holder, then (1A) the Company shall pay in cash damages to the Holder on for each day after such Share Delivery Deadline that the issuance date of such Ordinary Shares is not timely effected Conversion Failure in an amount equal to 0.051.5% of the product of (xI) the sum of the number of Ordinary Shares shares of Class A Common Stock not issued to the Holder on or prior to the Share Delivery Deadline Date and to which the Holder is entitled, multiplied by and (yII) any trading price the Closing Sale Price of the Ordinary Shares selected by the Holder in writing as in effect at any time during the period beginning Class A Common Stock on the applicable Conversion Share Delivery Date and ending on the applicable Share Delivery Deadline, and (2B) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (returned, as the case may be) , any portion of this Convertible Note that has not been converted pursuant to such Conversion Notice, ; provided that the voiding of a Conversion Notice shall not affect the Company’s Company‘s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 3(c)(ii) or otherwise. In addition to lieu of the foregoing, if on or prior to within three (3) Business Days after the Share Delivery Deadline either (A)(1) if Company’s receipt of the Transfer Agent is not participating in FAST, facsimile copy of a Conversion Notice the Company shall fail to issue and deliver a certificate to the Holder (or its designee) a certificate and register such Ordinary Shares on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, the Transfer Agent shall fail to credit the Holder’s balance account of the Holder (or its designee) with DTC for the number of Ordinary Shares shares of Class A Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder or pursuant to the Company’s obligation pursuant to clause (II) below, or (B) a Notice Failure occursof any Conversion Amount, and if on or after such Share Delivery Deadline Trading Day the Holder purchases (in an open market transaction or otherwise) Ordinary Shares corresponding shares of Class A Common Stock to all or any portion deliver in satisfaction of a sale by the number Holder of Ordinary Shares Class A Common Stock issuable upon such conversion that the Holder is entitled to receive anticipated receiving from the Company and has not received from the Company in connection with, or as a result of, such Conversion Failure or Notice Failure, as applicable (a “Buy-In”), then, in addition then the Holder may elect to all other remedies available to the Holder, require the Company shallto, within two three (23) Business Days after receipt of the Holder’s request and in the Holder’s sole discretion, either: either (Ii) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the Ordinary Shares shares of Class A Common Stock so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such Ordinary Shares), or credit the account of such Holder (or its designee) with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) (and to issue such Ordinary SharesClass A Common Stock) shall terminate, or (IIii) promptly honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such Ordinary Shares or credit the account of such Holder (or its designee) with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) Class A Common Stock and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (xA) such number of Ordinary Shares multiplied by shares of Class A Common Stock times (yB) the lowest Closing Sale Bid Price of the Ordinary Shares on any Trading Day during the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payment under this clause (II) (the “Buy-In Payment Amount”). Nothing in this Section 3(c)(ii) shall limit the Holder’s right to pursue any other remedies available to it hereunder, whether 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 a certificate representing Ordinary Shares, or to electronically deliver such Ordinary Shares, upon the conversion of this Note as required pursuant to the terms hereofDate.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery Deadline, either (I)(1) if the Transfer Agent is not participating in FAST, fail to issue and deliver a certificate to the Holder (or its designee) a certificate credit the Holder’s balance account with DTC, as applicable, for the number of Ordinary Shares to which the Holder is entitled and register such Ordinary Shares on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, to credit the account shares of the Holder (or its designee) with DTC for such number of Ordinary Shares Common Stock to which the Holder is entitled upon the Holder’s conversion of this Note, as any Conversion Amount on or prior to the case may be, or date which is three (II3) if the Registration Statement covering the resale of the Ordinary Shares that are the subject of Trading Days after the Conversion Notice Date (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) so notify the Holder and (y) deliver the Ordinary Shares electronically without any restrictive legend by crediting such aggregate number of Ordinary Shares to which the Holder is entitled pursuant to such conversion to the Holder’s (or its designee’s) account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred to as a “Notice Failure” and together with the event described in clause (I) above, a “Conversion Failure”), then, in addition to all other remedies available to the Holder, then (1A) the Company shall pay in cash damages to the Holder on for each day after such Share Delivery Deadline that the issuance Trading Day of such Ordinary Shares is not timely effected Conversion Failure in an amount equal to 0.051.5% of the product of (x1) the sum of the number of Ordinary Shares shares of Common Stock not issued to the Holder on or prior to the Share Delivery Deadline Date and to which the Holder is entitled, multiplied by (y) any trading price of the Ordinary Shares selected by the Holder in writing as in effect at any time during the period beginning on the applicable Conversion Date and ending on the applicable Share Delivery Deadline, and (2) the Closing Sale Price of the Common Stock on the Share Delivery Date and (B) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (returned, as the case may be) , any portion of this Note that has not been converted pursuant to such Conversion Notice, ; provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 3(c)(ii3(c)(iii) or otherwise. In addition to the foregoing, if on or prior to within three (3) Trading Days after the Share Delivery Deadline either (A)(1) if Company’s receipt of the Transfer Agent is not participating in FASTfacsimile copy of a Conversion Notice, the Company shall fail to issue and deliver a certificate to the Holder (or its designee) a certificate and register such Ordinary Shares on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, the Transfer Agent shall fail to credit the Holder’s balance account of the Holder (or its designee) with DTC for the number of Ordinary Shares shares of Common Stock to which the Holder is entitled upon the Holdersuch holder’s conversion hereunder or pursuant to the Company’s obligation pursuant to clause (II) below, or (B) a Notice Failure occursof any Conversion Amount, and if on or after such Share Delivery Deadline Trading Day the Holder purchases (in an open market transaction or otherwise) Ordinary Shares corresponding Common Stock to all or any portion deliver in satisfaction of a sale by the number Holder of Ordinary Shares Common Stock issuable upon such conversion that the Holder is entitled to receive anticipated receiving from the Company and has not received from the Company in connection with, or as a result of, such Conversion Failure or Notice Failure, as applicable (a “Buy-In”), then, in addition to all other remedies available to the Holder, then the Company shall, within two five (25) Business Trading Days after receipt of the Holder’s request and in the Holder’s sole discretion, either: either (Ii) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the Ordinary Shares shares of Common Stock so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such Ordinary Shares), or credit the account of such Holder (or its designee) with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) (and to issue such Ordinary SharesCommon Stock) shall terminate, or (IIii) promptly honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such Ordinary Shares or credit the account of such Holder (or its designee) with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) Common Stock and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (xA) such number of Ordinary Shares multiplied by shares of Common Stock, times (yB) the lowest Closing Sale Bid Price of the Ordinary Shares on any Trading Day during the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payment under this clause (II) (the “Buy-In Payment Amount”). Nothing in this Section 3(c)(ii) shall limit the Holder’s right to pursue any other remedies available to it hereunder, whether 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 a certificate representing Ordinary Shares, or to electronically deliver such Ordinary Shares, upon the conversion of this Note as required pursuant to the terms hereofDate.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery Deadline, either (I)(1I) if the Transfer Agent is not participating in FASTthe DTC Fast Automated Securities Transfer Program or the Required Unrestricted Conditions are not satisfied, to issue and deliver to the Holder (or its designee) a certificate for the number of Ordinary Common Shares to which the Holder is entitled and register such Ordinary Common Shares on the Company’s share register or, (2) if the Transfer Agent is participating in FASTthe DTC Fast Automated Securities Transfer Program and the Required Unrestricted Conditions are satisfied, to credit the balance account of the Holder (or its designee) the Holder’s designee with DTC for such number of Ordinary Common Shares to which the Holder is entitled upon the Holder’s conversion of this Note, Note (as the case may be, ) or (II) if after the Effective Date (as defined in the Registration Rights Agreement), the Registration Statement covering the resale of the Ordinary Common Shares that are the subject of the Conversion Notice (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) so notify the Holder and (y) deliver the Ordinary Common Shares electronically without any restrictive legend by crediting such aggregate number of Ordinary Common Shares to which the Holder is entitled pursuant to such conversion exercise to the Holder’s (or its designee’s) ’s balance account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred to as a “Notice Failure” and together with the event described in clause (I) above, a “Conversion Failure”), then, in addition to all other remedies available to the Holder, (1) the Company shall pay in cash to the Holder on each day after such Share Delivery Deadline that the issuance of such Ordinary Common Shares is not timely effected an amount equal to 0.051.00% of the product of (xA) the sum of the number of Ordinary Common Shares not issued to the Holder on or prior to the Share Delivery Deadline and to which the Holder is entitled, multiplied by (yB) any trading price of the Ordinary Common Shares selected by the Holder in writing as in effect at any time during the period beginning on the applicable Conversion Date and ending on the applicable Share Delivery Deadline, Deadline and (2) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 3(c)(ii) or otherwise. In addition to the foregoing, if on or prior to the Share Delivery Deadline either (A)(1A) if the Transfer Agent is not participating in FASTthe DTC Fast Automated Securities Transfer Program or the Required Unrestricted Conditions are not satisfied, the Company shall fail to issue and deliver to the Holder (or its designee) a certificate and register such Ordinary Common Shares on the Company’s share register or, (2) if the Transfer Agent is participating in FASTthe DTC Fast Automated Securities Transfer Program and the Required Unrestricted Conditions are satisfied, the Transfer Agent shall fail to credit the balance account of the Holder (or its designee) the Holder’s designee with DTC for the number of Ordinary Common Shares to which the Holder is entitled upon the Holder’s conversion hereunder or pursuant to the Company’s obligation pursuant to clause (II) below, below or (B) a Notice Failure occurs, and if on or after such Share Delivery Deadline the Holder purchases (in an open market transaction or otherwise) Ordinary Common Shares corresponding to all or any portion of the number of Ordinary Common Shares issuable upon such conversion that the Holder is entitled to receive from the Company and has not received from the Company in connection with, or as a result of, with such Conversion Failure or Notice Failure, as applicable (a “Buy-In”), then, in addition to all other remedies available to the Holder, the Company shall, within two (2) Business Days after receipt of the Holder’s request and in the Holder’s sole discretion, either: (I) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the Ordinary Common Shares so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such Ordinary Common Shares), ) or credit the balance account of such Holder (or its such Holder’s designee) , as applicable, with DTC for the number of Ordinary Common Shares to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) (and to issue such Ordinary Common Shares) shall terminate, or (II) promptly honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such Ordinary Common Shares or credit the balance account of such Holder (or its such Holder’s designee) , as applicable, with DTC for the number of Ordinary Common Shares to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (x) such number of Ordinary Common Shares multiplied by (y) the lowest Closing Sale Price of the Ordinary Common Shares on any Trading Day during the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payment under this clause (II) (the “Buy-In Payment Amount”). Nothing in this Section 3(c)(ii) shall limit the Holder’s right to pursue any other remedies available to it hereunder, whether 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 a certificate certificates representing Ordinary Shares, Common Shares (or to electronically deliver such Ordinary Common Shares, ) upon the conversion of this Note as required pursuant to the terms hereof. Notwithstanding anything herein to the contrary, with respect to any given Notice Failure and/or Conversion Failure, this Section 3(c)(ii) shall not apply to the Holder to the extent the Company has already paid such amounts in full to such Holder with respect to such Notice Failure and/or Conversion Failure, as applicable, pursuant to the analogous sections of the Securities Purchase Agreement.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery Deadline, either (I)(1) if the Transfer Agent is not participating in FAST, to issue and deliver to the Holder within three (3) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or its designee) otherwise), a certificate for the number of Ordinary Shares shares of Common Stock to which the Holder is entitled and register such Ordinary Shares shares of Common Stock on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, or to credit the account of the Holder (Holder’s or its designee) ’s balance account with DTC for such number of Ordinary Shares shares of Common Stock to which the Holder is entitled upon the Holder’s conversion of this Note, any Conversion Amount (as the case may be, or ) (II) if the Registration Statement covering the resale of the Ordinary Shares that are the subject of the Conversion Notice (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) so notify the Holder and (y) deliver the Ordinary Shares electronically without any restrictive legend by crediting such aggregate number of Ordinary Shares to which the Holder is entitled pursuant to such conversion to the Holder’s (or its designee’s) account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred to as a “Notice Failure” and together with the event described in clause (I) above, a “Conversion Failure”), then, in addition to all other remedies available to the Holder, (1) the Company shall pay in cash to the Holder on each day after such Share Delivery Deadline third (3rd) Trading Day that the issuance of such Ordinary Shares shares of Common Stock is not timely effected an amount equal to 0.050.5% of the product of (xA) the sum of the number of Ordinary Shares shares of Common Stock not issued to the Holder on or prior to the Share Delivery Deadline a timely basis and to which the Holder is entitled, entitled multiplied by (yB) any trading price the Closing Sale Price of the Ordinary Shares selected by Common Stock on the Trading Day immediately preceding the last possible date which the Company could have issued such shares of Common Stock to the Holder in writing as in effect at any time during the period beginning on the applicable Conversion Date and ending on the applicable Share Delivery Deadline, without violating Section 3(c)(i) and (2) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this Note Debenture that has not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 3(c)(ii4(c)(iii) or otherwise. The Holder agrees, however, that the maximum aggregate damages payable to a Holder hereunder for a Conversion Failure shall be 2% of the amount determined pursuant to the formula set forth in the immediately preceding sentence. In addition to the foregoing, if on within three (3) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or prior to the Share Delivery Deadline either (A)(1) if the Transfer Agent is not participating in FASTotherwise), the Company shall fail to issue and deliver a certificate to the Holder (or its designee) a certificate and register such Ordinary Shares shares of Common Stock on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, the Transfer Agent shall fail to or credit the account of the Holder (Holder’s or its designee) ’s balance account with DTC for the number of Ordinary Shares shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder or pursuant to (as the Company’s obligation pursuant to clause (II) below, or (B) a Notice Failure occurscase may be), and if on or after such Share Delivery Deadline third (3rd) Trading Day the Holder purchases (in an open market transaction or otherwise) Ordinary Shares corresponding shares of Common Stock to all or any portion deliver in satisfaction of a sale by the number Holder of Ordinary Shares shares of Common Stock issuable upon such conversion that the Holder is entitled to receive anticipated receiving from the Company and has not received from the Company in connection with, or as a result of, such Conversion Failure or Notice Failure, as applicable (a “Buy-In”)Company, then, in addition to all other remedies available to the Holder, the Company shall, within two three (23) Business Days after receipt of the Holder’s request and in the Holder’s sole discretion, either: either (Ii) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the Ordinary Shares shares of Common Stock so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such Ordinary Shares)shares of Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such shares of Common Stock or credit the Holder’s balance account of such Holder (or its designee) with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) (and to issue such Ordinary Shares) shall terminate, or (II) promptly honor its obligation to so issue and deliver to the Holder a certificate representing such Ordinary Shares or credit the account shares of such Holder (or its designee) with DTC for the number of Ordinary Shares Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (xA) such number of Ordinary Shares shares of Common Stock multiplied by (yB) the lowest Closing Sale Price of the Ordinary Shares Common Stock on any the Trading Day during immediately preceding the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payment under this clause (II) (the “Buy-In Payment Amount”). Nothing in this Section 3(c)(ii) shall limit the Holder’s right to pursue any other remedies available to it hereunder, whether 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 a certificate representing Ordinary Shares, or to electronically deliver such Ordinary Shares, upon the conversion of this Note as required pursuant to the terms hereofDate.

Company’s Failure to Timely Convert. If Subject to the terms and conditions of this Certificate of Designations, if within three (3) trading days of the Company's receipt of the facsimile copy of the executed Conversion Notice (the third of such three days, the "Delivery Date") the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery Deadline, either fails (I)(1x) if the Transfer Agent is not participating in FAST, to issue and deliver to the Holder (or its designeea holder, in accordance with Section 4(b)(ii) a certificate for hereof, the number of Ordinary Shares shares of Common Stock to which the Holder is entitled and register such Ordinary Shares on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, to credit the account of the Holder (or its designee) with DTC for such number of Ordinary Shares to which the Holder holder is entitled upon the Holder’s such holder's conversion of this Notethe Series A or (y) to issue a new Preferred Stock Certificate representing the number of shares of Series A to which such holder is entitled pursuant to Section 4(a) ("Conversion Failure"), then in addition to all other available remedies which such holder may pursue hereunder and under the Series A Convertible Preferred Stock Purchase Agreement (the "Purchase Agreement") to be entered into among the Company and the initial holders of the Series A (including indemnification pursuant to Section 6 thereof), the Company shall pay additional damages to such holder on each business day after the Delivery Date in an amount equal 0.5% of the product of (A) the sum of the number of shares of Common Stock not issued to the holder on a timely basis pursuant to Section 4(a) to which such holder is entitled and, in the event the Company has failed to deliver a Preferred Stock Certificate to the holder on a timely basis pursuant to Section 4(b)(ii), the number of shares of Common Stock issuable upon conversion of the shares of Series A represented by such Preferred Stock Certificate, as of the last possible date which the Company could have issued such Preferred Stock Certificate to such holder without violating Section 4(b)(ii) and (B) the Closing Bid Price (as defined below) of the Common Stock on the last possible date which the Company could have issued such Common Stock or such Preferred Stock Certificate, as the case may be, to such holder without violating Section 4(b)(ii). The term "Closing Bid Price" shall mean, for any security as of any date, the last closing bid price of such security on the OTC Bulletin Board or (II) other principal exchange on which such security is traded as reported by Bloomberg, or, if no closing bid price is reported for such security by Bloomberg, the Registration Statement covering last closing trade price of such security as reported by Bloomberg, or, if no last closing trade price is reported for such security by Bloomberg, the resale average of the Ordinary Shares that are bid prices of any market makers for such security as reported in the subject "pink sheets" by the National Quotation Bureau, Inc. If the Closing Bid Price cannot be calculated for such security on any date on any of the Conversion Notice (foregoing bases, the “Unavailable Conversion Shares”) is not available for the resale Closing Bid Price of such Unavailable Conversion Shares and security on such date shall be the Company fails to promptly, but in no event later than fair market value as required pursuant to the Registration Rights Agreement (x) so notify the Holder and (y) deliver the Ordinary Shares electronically without any restrictive legend mutually determined by crediting such aggregate number of Ordinary Shares to which the Holder is entitled pursuant to such conversion to the Holder’s (or its designee’s) account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred to as a “Notice Failure” and together with the event described in clause (I) above, a “Conversion Failure”), then, in addition to all other remedies available to the Holder, (1) the Company shall pay in cash to the Holder on each day after such Share Delivery Deadline that the issuance of such Ordinary Shares is not timely effected an amount equal to 0.05% of the product of (x) the sum of the number of Ordinary Shares not issued to the Holder on or prior to the Share Delivery Deadline and to which the Holder is entitled, multiplied by (y) any trading price of the Ordinary Shares selected by the Holder in writing as in effect at any time during the period beginning on the applicable Conversion Date and ending on the applicable Share Delivery Deadline, and (2) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 3(c)(ii) or otherwise. In addition to the foregoing, if on or prior to the Share Delivery Deadline either (A)(1) if the Transfer Agent is not participating in FAST, the Company shall fail to issue and deliver to the Holder (or its designee) a certificate and register such Ordinary Shares on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, the Transfer Agent shall fail to credit the account of the Holder (or its designee) with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder or pursuant to the Company’s obligation pursuant to clause (II) below, or (B) a Notice Failure occurs, and if on or after such Share Delivery Deadline the Holder purchases (in an open market transaction or otherwise) Ordinary Shares corresponding to all or any portion of the number of Ordinary Shares issuable upon such conversion that the Holder is entitled to receive from the Company and has not received from the Company in connection with, or as holders of a result of, such Conversion Failure or Notice Failure, as applicable (a “Buy-In”), then, in addition to all other remedies available to the Holder, the Company shall, within two (2) Business Days after receipt majority of the Holder’s request and in the Holder’s sole discretion, either: (I) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the Ordinary Shares so purchased (including, without limitation, by any other Person in respect, or on behalf, outstanding shares of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such Ordinary Shares), or credit the account of such Holder (or its designee) with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) (and to issue such Ordinary Shares) shall terminate, or (II) promptly honor its obligation to so issue and deliver to the Holder a certificate representing such Ordinary Shares or credit the account of such Holder (or its designee) with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (x) such number of Ordinary Shares multiplied by (y) the lowest Closing Sale Price of the Ordinary Shares on any Trading Day during the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payment under this clause (II) (the “Buy-In Payment Amount”). Nothing in this Section 3(c)(ii) shall limit the Holder’s right to pursue any other remedies available to it hereunder, whether 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 a certificate representing Ordinary Shares, or to electronically deliver such Ordinary Shares, upon the conversion of this Note as required pursuant to the terms hereof.Series A.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery Deadline, either within three (I)(13) if the Transfer Agent is not participating in FAST, to issue and deliver to the Holder (or its designee) a certificate for the number of Ordinary Shares to which the Holder is entitled and register such Ordinary Shares on Trading Days after the Company’s share register or, (2) if the Transfer Agent is participating in FAST, to credit the account receipt of the Holder (or its designee) with DTC for such number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion of this Note, as the case may be, or (II) if the Registration Statement covering the resale of the Ordinary Shares that are the subject of the Conversion Notice (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) so notify the Holder and (y) deliver the Ordinary Shares electronically without any restrictive legend by crediting such aggregate number of Ordinary Shares to which the Holder is entitled pursuant to such conversion to the Holder’s (or its designee’s) account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred to as a “Notice Failure” and together with the event described in clause (I) above, a “Conversion Failure”), then, in addition to all other remedies available to the Holder, (1) the Company shall pay in cash to the Holder on each day after such Share Delivery Deadline that the issuance of such Ordinary Shares is not timely effected an amount equal to 0.05% of the product of (x) the sum of the number of Ordinary Shares not issued to the Holder on or prior to the Share Delivery Deadline and to which the Holder is entitled, multiplied by (y) any trading price of the Ordinary Shares selected by the Holder in writing as in effect at any time during the period beginning on the applicable Conversion Date and ending on the applicable Share Delivery Deadline, and (2) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding facsimile copy of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 3(c)(ii) or otherwise. In addition to the foregoing, if on or prior to the Share Delivery Deadline either (A)(1) if the Transfer Agent is not participating in FASTNotice, the Company shall fail to issue and deliver a certificate to the Holder (or its designee) a certificate and register such Ordinary Shares on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, the Transfer Agent shall fail to credit the Holder’s balance account of the Holder (or its designee) with DTC for the number of Ordinary Shares shares of Common Stock to which the Holder is entitled upon the Holdersuch holder’s conversion hereunder or pursuant to of any Conversion Amount as a result of the Company’s obligation pursuant to clause negligence or willful misconduct (II) below, or (B) a Notice Failure occurs“Conversion Failure”), and if on or after such Share Delivery Deadline Trading Day the Holder purchases (in an open market transaction or otherwise) Ordinary Shares corresponding Common Stock to all or any portion deliver in satisfaction of a sale by the number Holder of Ordinary Shares Common Stock issuable upon such conversion that the Holder is entitled to receive anticipated receiving from the Company and has not received from the Company in connection with, or as a result of, such Conversion Failure or Notice Failure, as applicable (a “Buy-In”), then, in addition to all other remedies available to the Holder, then the Company shall, within two three (23) Business Days after receipt of the Holder’s request and in the Holder’s sole discretion, either: either (Ii) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including excluding brokerage commissions and other out-of-out of pocket expenses, if any) for the Ordinary Shares shares of Common Stock so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such Ordinary Shares), or credit the account of such Holder (or its designee) with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) (and to issue such Ordinary SharesCommon Stock) shall terminate, or (IIii) promptly honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such Ordinary Shares or credit the account of such Holder (or its designee) with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) Common Stock and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (xA) such number of Ordinary Shares multiplied by shares of Common Stock, times (yB) the lowest Closing Sale Bid Price of the Ordinary Shares on any Trading Day during the period commencing on the date Conversion Date. For purposes of the applicable Conversion Notice and ending on the date of such issuance and payment under this clause (II) (the “Buy-In Payment Amount”). Nothing in this Section 3(c)(ii) shall limit the Holder’s right to pursue any other remedies available to it hereunder, whether at law or in equity, including, without limitationclarity, a decree of specific performance and/or injunctive relief with respect to Conversion Failure shall not include the Company’s failure to timely deliver a certificate representing Ordinary Shares, or to electronically deliver such Ordinary Shares, upon obtain Stockholder Approval (as defined in the conversion of this Note as required pursuant to the terms hereofSecurities Purchase Agreement).

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on to issue to a Holder within two (2) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or prior to otherwise) (the applicable “Share Delivery Deadline”), either (I)(1) if the Transfer Agent is not participating in FAST, to issue and deliver to the Holder (or its designee) a certificate for the number of Ordinary Shares shares of Common Stock to which the such Holder is entitled and register such Ordinary Shares shares of Common Stock on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, or to credit the account of the Holder (such Holder’s or its designee) ’s balance account with DTC for such number of Ordinary Shares shares of Common Stock to which the such Holder is entitled upon the such Holder’s conversion of this Note, any part of the Note (as the case may be, or ) (II) if the Registration Statement covering the resale of the Ordinary Shares that are the subject of the Conversion Notice (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) so notify the Holder and (y) deliver the Ordinary Shares electronically without any restrictive legend by crediting such aggregate number of Ordinary Shares to which the Holder is entitled pursuant to such conversion to the Holder’s (or its designee’s) account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred to as a “Notice Failure” and together with the event described in clause (I) above, a “Conversion Failure”), then, in addition to all other remedies available to the such Holder, (1) the Company shall pay in cash to the Holder on each day after such Share Delivery Deadline that the issuance of such Ordinary Shares is not timely effected an amount equal to 0.05% of the product of (x) the sum of the number of Ordinary Shares not issued to the Holder on or prior to the Share Delivery Deadline and to which the Holder is entitled, multiplied by (y) any trading price of the Ordinary Shares selected by the Holder in writing as in effect at any time during the period beginning on the applicable Conversion Date and ending on the applicable Share Delivery Deadline, and (2) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (keep the Note as the case may be) any portion of this Note that has if such Conversion Notice had not been converted pursuant delivered to such Conversion Noticethe Company, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 3(c)(ii) the terms of the Note and its amendments. Immediately following the voiding of a Conversion Notice as aforesaid, the Conversion Price of the Conversion Amount returned or otherwise. In addition retained by such Holder for failure to timely convert shall be adjusted to the foregoing, if on or prior lesser of (i) the Conversion Price relating to the Share Delivery Deadline either (A)(1) if the Transfer Agent is not participating in FAST, the Company shall fail to issue voided Conversion Notice and deliver to the Holder (or its designee) a certificate and register such Ordinary Shares on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, the Transfer Agent shall fail to credit the account of the Holder (or its designee) with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder or pursuant to the Company’s obligation pursuant to clause (II) below, or (B) a Notice Failure occurs, and if on or after such Share Delivery Deadline the Holder purchases (in an open market transaction or otherwise) Ordinary Shares corresponding to all or any portion lowest average VWAP of the number of Ordinary Shares issuable upon such conversion that the Holder is entitled to receive from the Company and has not received from the Company in connection with, or as a result of, such Conversion Failure or Notice Failure, as applicable (a “Buy-In”), then, in addition to all other remedies available to the Holder, the Company shall, within two (2) Business Days after receipt of the Holder’s request and in the Holder’s sole discretion, either: (I) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the Ordinary Shares so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such Ordinary Shares), or credit the account of such Holder (or its designee) with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) (and to issue such Ordinary Shares) shall terminate, or (II) promptly honor its obligation to so issue and deliver to the Holder a certificate representing such Ordinary Shares or credit the account of such Holder (or its designee) with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (x) such number of Ordinary Shares multiplied by (y) the lowest Closing Sale Price of the Ordinary Shares on any Trading Day Common Stock during the period commencing beginning on the date of the applicable Conversion Notice Date and ending on the date of such issuance and payment under this clause (II) (Holder voids the “Buy-In Payment Amount”). Nothing in this Section 3(c)(ii) shall limit the Holder’s right Conversion Notice, subject to pursue any other remedies available to it hereunder, whether 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 a certificate representing Ordinary Shares, or to electronically deliver such Ordinary Shares, upon the conversion of this Note further adjustment as required pursuant to the terms hereofprovided herein.

Company’s Failure to Timely Convert. If within three (3) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise), the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery Deadline, either (I)(1) if the Transfer Agent is not participating in FAST, fail to issue and deliver to the Holder (or its designee) a certificate for the number of Ordinary Shares to which the such Holder is entitled and register such Ordinary Shares shares of Common Stock on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, to or credit the account of the Holder (such Holder’s or its designee) ’s balance account with DTC for such the number of Ordinary Shares shares of Common Stock to which the such Holder is entitled upon the such Holder’s conversion of this Note, hereunder (as the case may be), and if on or after such third (3rd) Trading Day such Holder (or any other Person in respect, or on behalf, of such Holder) purchases (IIin an open market transaction or otherwise) if the Registration Statement covering the resale shares of Common Stock to deliver in satisfaction of a sale by such Holder of all or any portion of the Ordinary Shares that are the subject 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 Conversion Notice (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) so notify the Holder and (y) deliver the Ordinary Shares electronically without any restrictive legend by crediting such aggregate number of Ordinary Shares to which the Holder is entitled pursuant to shares of Common Stock, issuable upon such conversion to that such Holder so anticipated receiving from the Holder’s (or its designee’s) account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred to as a “Notice Failure” and together with the event described in clause (I) above, a “Conversion Failure”)Company, then, in addition to all other remedies available to the Holder, (1) the Company shall pay in cash to the Holder on each day after such Share Delivery Deadline that the issuance of such Ordinary Shares is not timely effected an amount equal to 0.05% of the product of (x) the sum of the number of Ordinary Shares not issued to the Holder on or prior to the Share Delivery Deadline and to which the Holder is entitled, multiplied by (y) any trading price of the Ordinary Shares selected by the Holder in writing as in effect at any time during the period beginning on the applicable Conversion Date and ending on the applicable Share Delivery Deadline, and (2) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 3(c)(ii) or otherwise. In addition to the foregoing, if on or prior to the Share Delivery Deadline either (A)(1) if the Transfer Agent is not participating in FAST, the Company shall fail to issue and deliver to the Holder (or its designee) a certificate and register such Ordinary Shares on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, the Transfer Agent shall fail to credit the account of the Holder (or its designee) with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder or pursuant to the Company’s obligation pursuant to clause (II) below, or (B) a Notice Failure occurs, and if on or after such Share Delivery Deadline the Holder purchases (in an open market transaction or otherwise) Ordinary Shares corresponding to all or any portion of the number of Ordinary Shares issuable upon such conversion that the Holder is entitled to receive from the Company and has not received from the Company in connection with, or as a result of, such Conversion Failure or Notice Failure, as applicable (a “Buy-In”), then, in addition to all other remedies available to the Holder, the Company shall, within two three (23) Business Days after receipt of the such Holder’s request and in the such Holder’s sole discretion, either: either (Ii) pay cash to the such Holder in an amount equal to the such Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the Ordinary Shares shares of Common Stock so purchased (including, without limitation, by any other Person in respect, or on behalf, of the such Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such Ordinary Shares), or credit the such Holder’s balance account of such Holder (or its designee) with DTC for the number of Ordinary Shares shares of Common Stock to which the such Holder is entitled upon the such Holder’s conversion hereunder (as the case may be) (and to issue such Ordinary Sharesshares of Common Stock) shall terminate, or (IIii) promptly honor its obligation to so issue and deliver to the such Holder a certificate or certificates representing such Ordinary Shares shares of Common Stock or credit the such Holder’s balance account of such Holder (or its designee) with DTC for the number of Ordinary Shares shares of Common Stock to which the such Holder is entitled upon the such Holder’s conversion hereunder (as the case may be) and pay cash to the such Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (xA) such number of Ordinary Shares shares of Common Stock multiplied by (yB) the lowest Closing Sale Price of the Ordinary Shares Common Stock on any Trading Day during the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payment under this clause (II) (the “Buy-In Payment Amount”ii). Nothing in this Section 3(c)(ii) shall limit the Holder’s right to pursue any other remedies available to it hereunder, whether 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 a certificate representing Ordinary Shares, or to electronically deliver such Ordinary Shares, upon the conversion of this Note as required pursuant to the terms hereof.

Company’s Failure to Timely Convert. If In the event the Company shall fail, (x) fail for any reason or for no reasonreason (other than as a result of a delay caused by such holder’s broker or agent, on or prior but in such case, only to the applicable Share Delivery Deadlineextent and for such period of time that such broker or agent’s action or inaction is the direct cause of such delay) to (A) credit the holder’s balance account with DTC for such number of shares of Common Stock to which the holder is entitled upon such exercise, either (I)(1B) if the Transfer Agent is not participating in FAST, to issue and deliver to the Holder (or its designee) a holder a certificate for the number of Ordinary Shares shares of Common Stock to which the Holder is entitled and register such Ordinary Shares on the Company’s share register or, (2) if the Transfer Agent is participating in FAST, to credit the account of the Holder (or its designee) with DTC for such number of Ordinary Shares to which the Holder holder is entitled upon the Holder’s conversion of this NotePreferred Shares, or (C) issue electronically in the name of the holder or its designee through the Direct Registration System (DRS) of DTC such number of shares of Common Stock to which the holder is entitled upon such conversion, in any such case on or prior to the Share Delivery Date, or (y) after the applicable SEC Effective Date, or at such other time as the Unrestricted Conditions have been met, issue any such shares of Common Stock bearing, or otherwise being subject to, the 1933 Act Legend, then the Company shall pay, as partial liquidated damages (but not as a penalty and in addition to all other available remedies which such holder may pursue hereunder and under the Securities Purchase Agreement (including indemnification pursuant to Section 8 thereof)), to such holder on each day (I) after the Share Delivery Date that such conversion is not timely effected, in the case may beof clause (x) above, or (II) if that such shares of Common Stock bear, or are otherwise subject to, the Registration Statement covering 1933 Act Legend, in the resale case of the Ordinary Shares that are the subject of the Conversion Notice (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) so notify the Holder and clause (y) deliver the Ordinary Shares electronically without any restrictive legend by crediting such aggregate number of Ordinary Shares to which the Holder is entitled pursuant to such conversion to the Holder’s (or its designee’s) account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred to as a “Notice Failure” and together with the event described in clause (I) above, a “Conversion Failure”), then, in addition to all other remedies available to the Holder, (1) the Company shall pay in cash to the Holder on each day after such Share Delivery Deadline that the issuance of such Ordinary Shares is not timely effected an amount equal to 0.050.25% of the product of (xX) the sum of the number of Ordinary Shares shares of Common Stock not issued to the Holder holder on or prior a timely basis pursuant to the Share Delivery Deadline Section 2(e)(ii) and to which such holder is entitled (or which bear, or are otherwise subject to, the Holder is entitled1933 Act Legend, multiplied by as applicable) and (yY) any trading price the Weighted Average Price of the Ordinary Shares selected by the Holder in writing as in effect at any time during the period beginning Common Stock on the applicable Conversion Date and ending on last possible date which the applicable Share Delivery DeadlineCompany could have issued such Common Stock to such holder without violating Section 2(e)(ii). Alternatively, and (2a) the Holder, upon written notice subject to the Companydispute resolution provisions of Section 2(e)(iii), may void its Conversion Notice with respect to, and retain or have returned (as at the case may be) any portion election of this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect holder made in the Companyholder’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 3(c)(ii) or otherwise. In addition to the foregoing, if on or prior to the Share Delivery Deadline either (A)(1) if the Transfer Agent is not participating in FASTsole discretion, the Company shall fail to issue and deliver pay to the Holder (or its designee) a certificate and register such Ordinary Shares on the Company’s share register orholder, (2) if the Transfer Agent is participating in FAST, the Transfer Agent shall fail to credit the account lieu of the Holder partial liquidated damages referred to in the preceding sentence (or its designee) with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder or pursuant to the Company’s obligation pursuant to clause (II) below, or (B) a Notice Failure occurs, and if on or after such Share Delivery Deadline the Holder purchases (in an open market transaction or otherwise) Ordinary Shares corresponding to all or any portion of the number of Ordinary Shares issuable upon such conversion that the Holder is entitled to receive from the Company and has but not received from the Company in connection with, or as a result of, such Conversion Failure or Notice Failure, as applicable (a “Buy-In”), then, penalty and in addition to all other available remedies available which such holder may pursue hereunder and under the Securities Purchase Agreement (including indemnification pursuant to the HolderSection 8 thereof)), the Company shall, within two (2) Business Days after receipt 110% of the Holder’s request and in amount by which (1) the Holder’s sole discretion, either: (I) pay cash to the Holder in an amount equal to the Holderholder’s total purchase price (including brokerage commissions and other out-of-pocket expensescommissions, if any) for shares of Common Stock purchased to make delivery in satisfaction of a sale by the Ordinary Shares so purchased holder of the shares of Common Stock to which the holder is entitled but has not received upon conversion (including, without limitation, by any other Person in respector which bear, or on behalfare otherwise subject to, the 1933 Act Legend), exceeds (2) the net proceeds received by the holder from the sale of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such Ordinary Shares), or credit the account shares of such Holder (or its designee) with DTC for the number of Ordinary Shares Common Stock to which the Holder is entitled but has not received upon such exercise (or which bear, or are otherwise subject to, the Holder’s 1933 Act Legend), and (b) at the option of such holder, either (i) such conversion hereunder (as of Preferred Shares shall be cancelled and the case may be) (Company shall reinstate such Preferred Shares and the related number of Conversion Shares with respect to issue such Ordinary Shares) shall terminateconversion, or (IIii) promptly honor its obligation to so issue and the Company shall deliver to the Holder a certificate representing such Ordinary Shares or credit the account of such Holder (or its designee) with DTC for holder the number of Ordinary Conversion Shares to which that would have been issued had the Holder is entitled upon the Holder’s Company timely complied with its conversion hereunder (as the case may be) and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (x) such number of Ordinary Shares multiplied by (y) the lowest Closing Sale Price of the Ordinary Shares on any Trading Day during the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payment under this clause (II) (the “Buy-In Payment Amount”). Nothing in this Section 3(c)(ii) shall limit the Holder’s right to pursue any other remedies available to it delivery obligations hereunder, whether 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 a certificate representing Ordinary Shares, or to electronically deliver such Ordinary Shares, upon the conversion of this Note as required pursuant to the terms hereof.