Common use of Conversion and the Shares Clause in Contracts

Conversion and the Shares. The Company fails to issue Ordinary Shares to the Investor (or announces or threatens in writing that it will not honor its obligation to do so) upon exercise by the Investor of the conversion rights of the Investor in accordance with the terms of this Note, fails to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated form) any certificate for Ordinary Shares issued to the Investor upon conversion of or otherwise pursuant to this Note as and when required by this Note, the Company directs its transfer agent not to transfer or delays, impairs, and/or hinders its transfer agent in transferring (or issuing) (electronically or in certificated form) any certificate for Ordinary Shares to be issued to the Company upon conversion of or otherwise pursuant to this Note as and when required by this Note, or fails to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any number of Ordinary Shares issued to the Investor upon conversion of or otherwise pursuant to this Note as and when required by this Note (or makes any written announcement, statement or threat that it does not intend to honor the obligations described in this paragraph) and any such failure shall continue uncured (or any written announcement, statement or threat not to honor its obligations shall not be rescinded in writing) for five (5) business days after the Investor shall have delivered a Notice of Conversion; or

Conversion and the Shares. The Company Borrower fails to issue Ordinary Shares shares of Common Stock to the Investor Holder (or announces or threatens in writing that it will not honor its obligation to do so) upon exercise by the Investor Borrower of the conversion rights of the Investor in accordance with the terms of this Note, fails to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated form) issue any certificate (or electronic transmission) for Ordinary Shares shares of Common Stock issued to the Investor Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, the Company Borrower directs its transfer agent not to transfer or delays, impairs, and/or hinders its transfer agent in transferring (or issuing) (electronically or in certificated form) any certificate for Ordinary Shares the shares of Common Stock to be issued to the Company Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, or fails to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any number shares of Ordinary Shares Common Stock issued to the Investor Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note (or makes any written announcement, statement or threat that it does not intend to honor the obligations described in this paragraph) and any such failure shall continue uncured (or any written announcement, statement or threat not to honor its obligations shall not be rescinded in writing) for five three (53) business days after the Investor Borrower shall have delivered a Notice of Conversion; orConversion Notice.

Conversion and the Shares. The Company Borrower fails to issue Ordinary Shares and Warrants to the Investor Holder (or announces or threatens in writing that it will not honor its obligation to do so) upon exercise by the Investor Holder of the conversion rights of the Investor Holder in accordance with the terms of this Note, fails to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated form) any certificate for Ordinary Shares and Warrants issued to the Investor Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, the Company Borrower directs its transfer agent not to transfer or delays, impairs, and/or hinders its transfer agent in transferring (or issuing) (electronically or in certificated form) any certificate for Ordinary Shares or Warrants to be issued to the Company Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, or fails to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any number of Ordinary Shares or warrants issued to the Investor Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note (or makes any written announcement, statement or threat that it does not intend to honor the obligations obligation described in this paragraph) and any such failure shall continue uncured (or any written announcement, statement or threat not to honor its obligations shall not be rescinded in writing) for five (5) business days after the Investor shall have delivered a Notice of Conversion; orthree

Conversion and the Shares. The Company Borrower fails to issue Ordinary Shares shares of Common Stock to the Investor Holder (or announces or threatens in writing that it will not honor its obligation to do so) upon exercise by the Investor Holder of the conversion rights of the Investor Holder in accordance with the terms of this Note, fails to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated form) any certificate for Ordinary Shares shares of Common Stock issued to the Investor Holder upon conversion of or o r otherwise pursuant to this Note as and when required by this Note, the Company Borrower directs its transfer agent not to transfer or delays, impairs, and/or hinders its transfer agent in transferring (or issuing) (( electronically or in certificated form) any certificate c ertificate for Ordinary Shares shares of Common Stock to be issued to the Company Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, or fails to remove (( or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any number shares of Ordinary Shares Common Stock issued to the Investor Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note (or makes any written announcement, statement or threat that it does not intend to honor the obligations described in this paragraph) and any such failure shall continue uncured (or any written announcement, statement or threat not to honor its obligations shall not be rescinded in writing) for five three (53) business days after the Investor Holder shall have delivered a Notice of Conversion; or.

Conversion and the Shares. The Company Except as otherwise provided herein, the Borrower fails to issue Ordinary Shares shares of Common Stock to the Investor Holder (or announces or threatens in writing that it will not honor its obligation to do so) upon proper exercise by the Investor Holder of the conversion rights of the Investor Holder in accordance with the terms of this Note, fails to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated form) any certificate for Ordinary Shares shares of Common Stock issued to the Investor Holder upon proper conversion of or otherwise pursuant to this Note as and when required by this Note, the Company Borrower directs its transfer agent not to transfer or delays, impairs, and/or hinders its transfer agent in transferring (or issuing) (( electronically or in certificated form) any certificate for Ordinary Shares shares of Common Stock to be issued to the Company Holder upon proper conversion of or otherwise pursuant to this Note as and when required by this Note, or fails to remove (( or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any number shares of Ordinary Shares Common Stock issued to the Investor Holder upon proper conversion of or otherwise pursuant to this Note as and when required by this Note (or makes any written announcement, statement or threat that it does not intend to honor the obligations described in this paragraph) and any such failure shall continue uncured (or any written announcement, statement or threat not to honor its obligations shall not be rescinded in writing) for five three (53) business days after the Investor Holder shall have delivered a Notice of Conversion; or.

Conversion and the Shares. The Company Borrower fails to issue Ordinary Shares shares of Common Stock to the Investor Holder (or announces or threatens in writing that it will not honor its obligation to do so) upon exercise by the Investor Holder of the conversion rights of the Investor Holder in accordance with the terms of this Note, fails to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated form) any certificate for Ordinary Shares shares of Common Stock issued to the Investor Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, the Company Borrower directs its transfer agent not to transfer or delays, impairs, and/or hinders its transfer agent in transferring (or issuing) (electronically or in certificated form) any certificate for Ordinary Shares shares of Common Stock to be issued to the Company Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, or fails to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any number shares of Ordinary Shares Common Stock issued to the Investor Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note (or makes any written announcement, statement or threat that it does not intend to honor the obligations described in this paragraph) and any such failure shall continue uncured (or any written announcement, statement or threat not to honor its obligations shall not be rescinded in writing) for five (5) business days after the Investor shall have delivered a Notice of Conversion; orfailure