Common use of Delivery of Conversion Shares Upon Conversion Clause in Contracts

Delivery of Conversion Shares Upon Conversion. Within the earlier of (x) two (2) Trading Days and (y) the number of Trading Days comprising the Standard Settlement Period (as defined below), following any Conversion Date (the “Delivery Date”), the Company will (i) cause the applicable Conversion Shares to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Conversion Shares to or resale of the Conversion Shares by the Holder or (B) the Conversion Shares are eligible for resale by the Holder pursuant to Rule 144, and otherwise deliver to the Holder a certificate or certificates representing the number of Conversion Shares to which the Holder is entitled pursuant to the applicable Conversion Notice (subject to the limitations set forth in Section 5 hereof), and (ii) deliver to the Holder an endorsement by the Company of the Loan Schedule acknowledging the remaining outstanding principal amount of this Note plus all accrued and unpaid interest thereon not converted (an “Endorsement”). The Company’s delivery to the Holder of stock certificates or the Transfer Agent’s crediting the Holder’s balance account through DWAC in accordance with clause (i) above shall be Company’s conclusive endorsement of the remaining outstanding principal amount of this Note plus all accrued and unpaid interest thereon not converted as set forth in the Loan Schedule. If the Company fails for any reason to deliver or to cause the Transfer Agent to deliver to the Holder the Conversion Shares subject to a Conversion Notice by the applicable Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Conversion Shares subject to such conversion (based on the VWAP of the Common Stock on the date of the applicable Conversion Notice), $20 per Trading Day (increasing to $40 per Trading Day on the second (2nd) Trading Day after the Delivery Date) for each Trading Day after such Delivery Date until such Conversion Shares are delivered or Holder rescinds such conversion. The Company agrees to maintain a Transfer Agent that is a participant in the FAST program so long as this Note remains outstanding. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Conversion Notice.

Delivery of Conversion Shares Upon Conversion. Within (a) As soon as practicable after the earlier of (x) two (2) Trading Days and (y) the number of Trading Days comprising the Standard Settlement Period (as defined below), following any Conversion Date (but in any event within ten Business Days after delivery of the “Delivery Date”Conversion Notice and after the Holder has delivered this Note for conversion), the Company will shall deliver to the converting Holder: (i) cause the applicable Conversion Shares to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Conversion Shares to or resale of the Conversion Shares by the Holder or (B) the Conversion Shares are eligible for resale by the Holder pursuant to Rule 144, and otherwise deliver to the Holder a certificate or certificates representing evidencing, in the aggregate, the number of Conversion Shares shares of Common Stock issued upon such conversion, in the same name or names as designated by the Holders of the converted Note and in such denomination or denominations as the converting Holder shall specify and a check for cash with respect to which the Holder is entitled pursuant to the applicable Conversion Notice (subject to the limitations set forth any fractional interest in shares of Common Stock as provided in Section 5 hereof), and 3.4; and (ii) deliver a replacement Note representing the portion of the Note that was not converted, if any. (b) The issuance of certificates for shares of Common Stock upon conversion of this Note (or portion of principal amount thereof) shall be made without charge to the Holder an endorsement for any issuance tax in respect thereof or other cost incurred by the Company in connection with such conversion and the related issuance of the Loan Schedule acknowledging the remaining outstanding principal amount shares of Common Stock. Upon conversion of this Note plus all accrued and unpaid interest thereon not converted (an “Endorsement”). The Company’s delivery to the Holder or portion of stock certificates or the Transfer Agent’s crediting the Holder’s balance account through DWAC in accordance with clause (i) above shall be Company’s conclusive endorsement of the remaining outstanding principal amount of this Note plus all accrued and unpaid interest thereon not converted as set forth in the Loan Schedule. If the Company fails for any reason to deliver or to cause the Transfer Agent to deliver to the Holder the Conversion Shares subject to a Conversion Notice by the applicable Delivery Datethereof), the Company shall pay take all such actions as are necessary in order to ensure that the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 shares of Conversion Shares subject to Common Stock so issued upon such conversion shall be validly issued, fully paid and nonassessable. (based on c) The Company shall not close its books against the VWAP transfer of the a replacement Note or of shares of Common Stock on issued or issuable upon conversion of this Note in any manner that interferes with the date timely conversion of the applicable Conversion Notice), $20 per Trading Day (increasing to $40 per Trading Day on the second (2nd) Trading Day after the Delivery Date) for each Trading Day after such Delivery Date until such Conversion Shares are delivered or Holder rescinds such conversionthis Note. The Company agrees shall assist and cooperate with the Holder if it is required to maintain a Transfer Agent that is a participant make any governmental filings or obtain any governmental approval prior to or in connection with the FAST program so long as conversion of this Note remains outstanding. As used hereinhereunder (including, “Standard Settlement Period” means without limitation, making any filings required to be made by the standard settlement periodCompany). (d) The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, expressed in a solely for the purpose of issuance upon the conversion of this Note, such number of Trading Days, on the Company’s primary Trading Market with respect to the shares of Common Stock as in effect on are issuable upon the date conversion of delivery this Note. All shares of Common Stock that are so issuable shall, when issued, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges. The Company shall take all such actions as may be necessary to assure that all such shares of Common Stock may be so issued without violation of any Applicable Law or any requirements of any national securities exchange or over-the-counter market upon which shares of Common Stock may be listed or quoted (except for official notice of issuance which shall be immediately delivered by the Conversion NoticeCompany upon each such issuance).

Delivery of Conversion Shares Upon Conversion. Within the earlier of (x) two (2) Trading Days and (y) the number of Trading Days comprising the Standard Settlement Period (as defined below), following any Conversion Date (the “Delivery Date”), the Company will (i) cause the applicable Conversion Shares to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Conversion Shares to or resale of the Conversion Shares by the Holder or (B) the Conversion Shares are eligible for resale by the Holder pursuant to Rule 144, and otherwise deliver to the Holder a certificate or certificates representing the number of Conversion Shares to which the Holder is entitled pursuant to the applicable Conversion Notice (subject to the limitations set forth in Section 5 4 hereof), and (ii) deliver to the Holder an endorsement by the Company of the Loan Schedule acknowledging the remaining outstanding principal amount of this Note plus all accrued and unpaid interest thereon not converted (an “Endorsement”). The Company’s delivery to the Holder of stock certificates or the Transfer Agent’s crediting the Holder’s balance account through DWAC in accordance with clause (i) above shall be Company’s conclusive endorsement of the remaining outstanding principal amount of this Note plus all accrued and unpaid interest thereon not converted as set forth in the Loan Schedule. If the Company fails for any reason to deliver or to cause the Transfer Agent to deliver to the Holder the Conversion Shares subject to a Conversion Notice by the applicable Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Conversion Shares subject to such conversion (based on the VWAP of the Common Stock on the date of the applicable Conversion Notice), $20 per Trading Day (increasing to $40 per Trading Day on the second (2nd) Trading Day after the Delivery Date) for each Trading Day after such Delivery Date until such Conversion Shares are delivered or Holder rescinds such conversion. The Company agrees to maintain a Transfer Agent that is a participant in the FAST program so long as this Note remains outstanding. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Conversion Notice.

Delivery of Conversion Shares Upon Conversion. Within the earlier of (x) two (2) Trading Days and (y) the number of Trading Days comprising the Standard Settlement Period (as defined below), following any Conversion Date (the “Delivery Date”), the The Company will (i) shall cause the applicable Conversion Shares converted hereunder to be transmitted by the Transfer Agent to the Holder by either, at the sole election of the Holder, (A) crediting the account of the Holder’s 's or its designee’s 's balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“"DWAC”") if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Conversion Shares to or resale of the Conversion Shares by the Holder or (B) by physical delivery of a certificate, registered in the Conversion Shares are eligible for resale by Company's share register in the name of the Holder pursuant to Rule 144or its designee, and otherwise deliver to the Holder a certificate or certificates representing for the number of Conversion Shares to which the Holder is entitled pursuant to the applicable Conversion Notice (subject such conversion to the limitations set forth address specified by the Holder in Section 5 hereof), the Notice of Conversion by the date that is the earlier of (i) two (2) Trading Days after the delivery to the Company of the Notice of Conversion and (ii) deliver the number of Trading Days comprising the Standard Settlement Period after the delivery to the Holder an endorsement by the Company of the Loan Schedule acknowledging Notice of Conversion (such date, the remaining outstanding principal amount "Conversion Share Delivery Date"). Upon delivery of the Notice of Conversion, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Conversion Shares with respect to which this Note plus all accrued and unpaid interest thereon not converted (an “Endorsement”). The Company’s delivery to the Holder of stock certificates or the Transfer Agent’s crediting the Holder’s balance account through DWAC in accordance with clause (i) above shall be Company’s conclusive endorsement has been converted, irrespective of the remaining outstanding principal amount date of this Note plus all accrued and unpaid interest thereon not converted as set forth in delivery of the Loan ScheduleConversion Shares. If the Company fails for any reason to deliver or to cause the Transfer Agent to deliver to the Holder the Conversion Shares subject to a the Notice of Conversion Notice by the applicable Conversion Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of the Conversion Shares subject to such conversion (based on the VWAP of the Common Stock on the date of the applicable Conversion NoticeNotice of Conversion), $20 10 per Trading Day (increasing to $40 20 per Trading Day on the second (2nd) third Trading Day after the Conversion Share Delivery Date) for each Trading Day after such Conversion Share Delivery Date until such Conversion Shares are delivered or Holder rescinds such conversion. The Company agrees to maintain a Transfer Agent transfer agent that is a participant in the FAST program so long as this Note remains outstandingoutstanding and convertible. As used herein, “"Standard Settlement Period” " means the standard settlement period, expressed in a number of Trading Days, on the Company’s 's primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Conversion NoticeNotice of Conversion.

Delivery of Conversion Shares Upon Conversion. Within the earlier of (x) Not later than two (2) Trading Days and (y) the number of Trading Days comprising the Standard Settlement Period (as defined below), following any after each Conversion Date (the “Share Delivery Date”), the Company will (i) shall deliver, or cause the applicable Conversion Shares to be transmitted by the Transfer Agent delivered, to the converting Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Conversion Shares to or resale of the Conversion Shares by the Holder or (B) the Conversion Shares are eligible for resale by the Holder pursuant to Rule 144, and otherwise deliver to the Holder a certificate or certificates representing the number of Conversion Shares to which being acquired upon the Holder is entitled pursuant conversion of the Preferred Shares which, to the applicable Conversion Notice (subject extent possible, will be delivered electronically to an account established with the Transfer Agent on behalf of the Holder, or through the Depository Trust Company or another established clearing Company performing similar functions. In addition to any other rights available to the limitations set forth in Section 5 hereof)Holder, and (ii) deliver to the Holder an endorsement by the Company of the Loan Schedule acknowledging the remaining outstanding principal amount of this Note plus all accrued and unpaid interest thereon not converted (an “Endorsement”). The Company’s delivery to the Holder of stock certificates or the Transfer Agent’s crediting the Holder’s balance account through DWAC in accordance with clause (i) above shall be Company’s conclusive endorsement of the remaining outstanding principal amount of this Note plus all accrued and unpaid interest thereon not converted as set forth in the Loan Schedule. If if the Company fails for any reason to deliver to a Holder the applicable Conversion Shares by the Share Delivery Date pursuant to Section 7.4.2, and if after such Share Delivery Date such Holder is required by its brokerage firm to purchase (in an open market transaction or to cause otherwise), or the Transfer Agent Holder’s brokerage firm otherwise purchases, Ordinary Shares to deliver to the in satisfaction of a sale by such Holder of the Conversion Shares subject which such Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a “Buy-In”), then the Company shall (A) pay in cash to such Holder (in addition to any other remedies available to or elected by such Holder) the amount, if any, by which (x) such Holder’s total purchase price (including any brokerage commissions) for the Ordinary Shares so purchased exceeds (y) the product of (1) the aggregate number of Ordinary Shares that such Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of such Holder, either reissue (if surrendered) the shares of Preferred Shares equal to the number of shares of Preferred Shares submitted for conversion (in which case, such conversion shall be deemed rescinded) or deliver to such Holder the number of Ordinary Shares that would have been issued if the Company had timely complied with its delivery requirements under Section 7.4.2. For example, if a Holder purchases Ordinary Shares having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred Shares with respect to which the actual sale price of the Conversion Notice by Shares (including any brokerage commissions) giving rise to such purchase obligation was a total of $10,000 under clause (A) of the applicable Delivery Dateimmediately preceding sentence, the Company shall be required to pay to such Holder $1,000. The Holder shall provide the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Conversion Shares subject Company written notice indicating the amounts payable to such conversion (based on the VWAP Holder in respect of the Common Stock on the date Buy-In and, upon request of the applicable Conversion Notice)Company, $20 per Trading Day (increasing evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to $40 per Trading Day on the second (2nd) Trading Day after the Delivery Date) for each Trading Day after such Delivery Date until such Conversion Shares are delivered pursue any other remedies available to it hereunder, at law or Holder rescinds such conversion. The Company agrees to maintain in equity including, without limitation, a Transfer Agent that is a participant in the FAST program so long as this Note remains outstanding. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number decree of Trading Days, on the Company’s primary Trading Market specific performance and/or injunctive relief with respect to the Common Stock as in effect on the date of delivery Company’s failure to timely deliver Conversion Shares upon conversion of the Conversion Noticeshares of Preferred Shares as required pursuant to the terms hereof.

Delivery of Conversion Shares Upon Conversion. Within Not later than the earlier of (xi) two (2) Trading Days and (yii) the number of Trading Days comprising the Standard Settlement Period (as defined below), following any ) after each Conversion Date (the “Share Delivery Date”), the Company will (i) shall deliver, or cause the applicable Conversion Shares to be transmitted by the Transfer Agent delivered, to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either , (A) there is an effective registration statement permitting the issuance of the Conversion Shares to or resale of the Conversion Shares by the Holder or (B) the Conversion Shares are eligible for resale by the Holder pursuant to Rule 144, and otherwise deliver to the Holder a certificate or certificates representing the number of Conversion Shares to which being acquired upon the Holder is entitled pursuant to the applicable Conversion Notice (subject to the limitations set forth in Section 5 hereof), conversion of this Debenture and (iiB) deliver to a bank check or wire transfer in the Holder an endorsement by the Company of the Loan Schedule acknowledging the remaining outstanding principal amount of this Note plus all any accrued and unpaid interest thereon not converted (an “Endorsement”). The Company’s delivery to the Holder of stock certificates or the Transfer Agent’s crediting the Holder’s balance account through DWAC in accordance with clause (i) above shall be Company’s conclusive endorsement of the remaining outstanding principal amount of this Note plus all accrued and unpaid interest thereon not converted as set forth in the Loan Schedule. If the Company fails for any reason to deliver or to cause the Transfer Agent to deliver to the Holder the Conversion Shares subject to a Conversion Notice by the applicable Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Conversion Shares subject to such conversion (based on the VWAP of the Common Stock on the date of the applicable Conversion Notice), $20 per Trading Day (increasing to $40 per Trading Day on the second (2nd) Trading Day after the Delivery Date) for each Trading Day after such Delivery Date until such Conversion Shares are delivered or Holder rescinds such conversion. The Company agrees to maintain a Transfer Agent that is a participant in the FAST program so long as this Note remains outstandinginterest. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Conversion. The Conversion NoticeShares to be delivered pursuant to this Section 4(c)(ii) shall be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with the Depository trust company through its Deposit or Withdrawal at Custodian system if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Conversion Shares to or resale of the Conversion Shares by the Holder or (B) the requisite holding period provided by Rule 144 for the resale of the Conversion Shares by the Holder has been satisfied, and otherwise by delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of Conversion Shares to which the Holder is entitled pursuant any such conversion of the Debenture and issuance of Conversion Shares under this Section 4. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as any portion of this Debenture remains outstanding (the “Transfer Agent”).

Delivery of Conversion Shares Upon Conversion. Within Not later than (A) the earlier of (xi) two three (23) Trading Days and (yii) the number of Trading Days comprising the Standard Settlement Period (as defined below), following any after each Mandatory Conversion Date or Optional Conversion Date, as the case may be (the “Share Delivery Date”), the Company will Borrower shall deliver, or cause to be delivered, to the Lender (iy) cause the applicable Mandatory Conversion Shares or Optional Conversion Shares, as applicable, which, on or before the first Trading Day following a Mandatory Conversion Date or Optional Conversion Date, as applicable, shall be free of restrictive legends and trading restrictions; and (z) and the Borrower’s transfer agent (the “Transfer Agent”), by electronic mail an acknowledgment, in the form attached hereto as Exhibit B (with respect to any Mandatory Conversion Shares) or Exhibit C (with respect to any Optional Conversion Shares) each containing a representation that such Mandatory Conversion Shares or Optional Conversion Shares, as applicable, may then be transmitted by resold pursuant to Rule 144 of the Securities Act of 1933 or an effective and available registration statement and, in the case of an Optional Conversion, a confirmation of receipt of an Optional Conversion Notice, which confirmation shall constitute an instruction to the Transfer Agent to process such Optional Conversion Notice in accordance with the Holder by crediting terms herein. On or before the account second Trading Day following a Mandatory Conversion Date or Optional Conversion Date, as applicable (or such earlier date as required pursuant to the 1934 Act or other applicable Requirement of Law for the Holdersettlement of a trade initiated on the Mandatory Conversion Date or Optional Conversion Date of such shares of Common Stock issuable pursuant to a conversion hereunder) (the “Share Delivery Deadline”), the Borrower shall (1) provided that the Transfer Agent is participating in the Depository Trust Company’s Fast Automated Securities Transfer Program (“FAST”), credit such aggregate number of shares of Common Stock to which the Lender shall be entitled pursuant to such conversion to the Lender’s or its designee’s balance account with The the Depository Trust Company through its Deposit or Deposit/Withdrawal at Custodian system or (“DWAC”2) if the Company Transfer Agent is then a participant not participating in such system and either (A) there is an effective registration statement permitting FAST, upon the issuance request of the Conversion Shares Lender, issue and deliver (via reputable overnight courier) to or resale the address as specified in ‎Section 11.01, a certificate, registered in the name of the Conversion Shares by Lender or its designee, for the Holder or (B) number of shares of Common Stock to which the Conversion Shares are eligible for resale by the Holder Lender shall be entitled pursuant to Rule 144such conversion. If a Note, if any, is physically surrendered for conversion and otherwise the outstanding principal of such Note is greater than the principal portion of the Mandatory Conversion Amount or Optional Conversion Amount, as applicable, being converted, then the Borrower shall as soon as reasonably practicable and in no event later than two (2) Business Days after receipt of a Note and at its own expense, issue and deliver to the Holder Lender (or its designee) a certificate or certificates new Note representing the number outstanding principal not converted. The Person or Persons entitled to receive the shares of Conversion Shares to which the Holder is entitled pursuant to the applicable Conversion Notice (subject to the limitations set forth in Section 5 hereof), and (ii) deliver to the Holder an endorsement by the Company Common Stock issuable upon a conversion of the Loan Schedule acknowledging the remaining outstanding principal amount of this Note plus all accrued and unpaid interest thereon not converted (an “Endorsement”). The Company’s delivery to the Holder of stock certificates or the Transfer Agent’s crediting the Holder’s balance account through DWAC in accordance with clause (i) above shall be Company’s conclusive endorsement treated for all purposes as the record holder or holders of the remaining outstanding principal amount such shares of this Note plus all accrued and unpaid interest thereon not converted as set forth in the Loan Schedule. If the Company fails for any reason to deliver or to cause the Transfer Agent to deliver to the Holder the Conversion Shares subject to a Conversion Notice by the applicable Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Conversion Shares subject to such conversion (based on the VWAP of the Common Stock on the date of the applicable Mandatory Conversion Notice)Date or Optional Conversion Date, $20 per Trading Day (increasing to $40 per Trading Day on the second (2nd) Trading Day after the Delivery Date) for each Trading Day after such Delivery Date until such Conversion Shares are delivered or Holder rescinds such conversion. The Company agrees to maintain a Transfer Agent that is a participant in the FAST program so long as this Note remains outstanding. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Conversion Noticeapplicable.

Delivery of Conversion Shares Upon Conversion. Within the earlier of (x) two (2) Trading Days and (y) the number of Trading Days comprising the Standard Settlement Period (as defined below), following any Conversion Date (the “Delivery Date”), the Company will (i) cause the applicable Conversion Shares to purchased hereunder shall be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Conversion Shares to or resale of the Conversion Shares by the Holder or (B) the Conversion Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise deliver to by physical delivery of a certificate, registered in the Company’s share register in the name of the Holder a certificate or certificates representing its designee, for the number of Conversion Shares to which the Holder is entitled pursuant to the applicable Conversion Notice (subject such conversion to the limitations set forth address specified by the Holder in Section 5 hereof), the Notice of Conversion by the date that is the earlier of (i) three (3) Trading Days after the delivery to the Company of the Notice of Conversion and (ii) deliver the number of Trading Days comprising the Standard Settlement Period after the delivery to the Holder an endorsement by the Company of the Loan Schedule acknowledging Notice of Conversion (such date, the remaining outstanding principal amount of this Note plus all accrued and unpaid interest thereon not converted (an “EndorsementConversion Share Delivery Date”). The Company’s Upon delivery to of the Notice of Conversion, the Holder of stock certificates or the Transfer Agent’s crediting the Holder’s balance account through DWAC in accordance with clause (i) above shall be Company’s conclusive endorsement deemed for all corporate purposes to have become the holder of record of the remaining outstanding principal amount Conversion Shares with respect to which this Debenture has been converted, irrespective of this Note plus all accrued and unpaid interest thereon not converted as set forth in the Loan Scheduledate of delivery of the Conversion Shares. If the Company fails for any reason to deliver or to cause the Transfer Agent to deliver to the Holder the Conversion Shares subject to a Notice of Conversion Notice by the applicable Conversion Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Conversion Shares subject to such conversion (based on the VWAP of the Common Stock on the date of the applicable Conversion NoticeNotice of Conversion), $20 10 per Trading Day (increasing to $40 20 per Trading Day on the second (2nd) fifth Trading Day after the Delivery Datesuch liquidated damages begin to accrue) for each Trading Day after such Conversion Share Delivery Date until such Conversion Shares are delivered or Holder rescinds such conversion. The If qualified, the Company agrees to maintain a Transfer Agent transfer agent that is a participant in the FAST program so long as this Note Debenture remains outstandingoutstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Conversion NoticeNotice of Conversion.

Delivery of Conversion Shares Upon Conversion. Within Not later than the earlier of (xi) two (2) Trading Days and (yii) the number of Trading Days comprising the Standard Settlement Period (as defined below), following any ) after each Conversion Date (the “Share Delivery Date”), the Company will (i) shall deliver, or cause to be delivered, to the applicable converting Holder the number of Conversion Shares to be transmitted by being acquired upon the Transfer Agent to the Holder by crediting the account conversion of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) Series C Preferred Stock which, if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Conversion Shares to or resale of the Conversion Shares by the such Holder or (B) the Conversion Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, shall be free of restrictive legends and otherwise deliver to trading restrictions (other than those which may then be required by any Purchase Agreement). If (A) there is an effective registration statement permitting the Holder a certificate or certificates representing issuance of the number of Conversion Shares to which the Holder is entitled pursuant to the applicable Conversion Notice (subject to the limitations set forth in Section 5 hereof), and (ii) deliver to the Holder an endorsement by the Company or resale of the Loan Schedule acknowledging the remaining outstanding principal amount of this Note plus all accrued and unpaid interest thereon not converted (an “Endorsement”). The Company’s delivery to the Holder of stock certificates or the Transfer Agent’s crediting the Holder’s balance account through DWAC in accordance with clause (i) above shall be Company’s conclusive endorsement of the remaining outstanding principal amount of this Note plus all accrued and unpaid interest thereon not converted as set forth in the Loan Schedule. If the Company fails for any reason to deliver or to cause the Transfer Agent to deliver to the Holder the Conversion Shares subject to by such Holder following a conversion of Series C Preferred Stock or (B) the Conversion Notice Shares issuable upon a conversion of Series C Preferred Stock are eligible for resale by the applicable Delivery DateHolder without volume or manner-of-sale limitations pursuant to Rule 144, the Company shall pay to deliver the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Conversion Shares subject required to such conversion (based on be delivered by the VWAP of Company under this Section 6 electronically through the Common Stock on the date of the applicable Conversion Notice), $20 per Trading Day (increasing to $40 per Trading Day on the second (2nd) Trading Day after the Delivery Date) for each Trading Day after such Delivery Date until such Conversion Shares are delivered Depository Trust Company or Holder rescinds such conversion. The Company agrees to maintain a Transfer Agent that is a participant in the FAST program so long as this Note remains outstandinganother established clearing corporation performing similar functions. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Conversion NoticeNotice of Conversion.

Delivery of Conversion Shares Upon Conversion. Within Upon the earlier surrender of this Note accompanied by a Notice of Conversion and any Additional Documentation, the Company shall, no later than the later of (a) the second Business Day following the Conversion Date and (b) the third Business Day following the date of such surrender (or, in the case of lost, stolen or destroyed certificates, after provision of indemnity pursuant to Section 14) (the “Delivery Period”), issue and deliver to the Holder or its nominee (x) two (2) Trading Days that number of Conversion Shares issuable upon conversion of the portion of this Note being converted and (y) a new Note in the number form hereof representing the balance of Trading Days comprising the Standard Settlement Period principal amount hereof not being converted, if any. If the Company’s transfer agent is participating in the Depositary Trust Company (“DTC”) Fast Automated Securities Transfer program, and so long as defined below), following any Conversion Date (the “Delivery Date”)certificates therefor do not bear a legend and the Holder thereof is not then required to return such certificate for the placement of a legend thereon, the Company will (i) shall cause its transfer agent to electronically transmit the applicable Conversion Shares to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s Holder or its designee’s balance account nominee with The Depository Trust Company DTC, as specified in the Notice of Conversion, through its DTC Deposit or Withdrawal at Custodian system Agent Commission System (“DWACDTC Transfer”) if ). If the aforementioned conditions to a DTC Transfer are not satisfied, the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Conversion Shares to or resale of the Conversion Shares by the Holder or (B) the Conversion Shares are eligible for resale by the Holder pursuant to Rule 144, and otherwise shall deliver to the Holder a certificate or physical certificates representing the number of Conversion Shares to which Shares. Further, the Holder is entitled pursuant to the applicable Conversion Notice (subject to the limitations set forth in Section 5 hereof), and (ii) deliver to the Holder an endorsement by may instruct the Company of the Loan Schedule acknowledging the remaining outstanding principal amount of this Note plus all accrued and unpaid interest thereon not converted (an “Endorsement”). The Company’s delivery to the Holder of stock certificates or the Transfer Agent’s crediting the Holder’s balance account through DWAC in accordance with clause (i) above shall be Company’s conclusive endorsement of the remaining outstanding principal amount of this Note plus all accrued and unpaid interest thereon not converted as set forth in the Loan Schedule. If the Company fails for any reason to deliver or to cause the Transfer Agent to deliver to the Holder physical certificates representing the Conversion Shares subject to a Conversion Notice in lieu of delivering such shares by the applicable Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 way of Conversion Shares subject to such conversion (based on the VWAP of the Common Stock on the date of the applicable Conversion Notice), $20 per Trading Day (increasing to $40 per Trading Day on the second (2nd) Trading Day after the Delivery Date) for each Trading Day after such Delivery Date until such Conversion Shares are delivered or Holder rescinds such conversion. The Company agrees to maintain a Transfer Agent that is a participant in the FAST program so long as this Note remains outstanding. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Conversion NoticeDTC Transfer.

Delivery of Conversion Shares Upon Conversion. Within Not later than the earlier of (xi) two (2) Trading Days and (yii) the number of Trading Days comprising the Standard Settlement Period (as defined below), following any ) after each Conversion Date (the “Share Delivery Date”), the Company will (i) shall deliver, or cause the applicable Conversion Shares to be transmitted by the Transfer Agent delivered, to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either applicable Lender (A) there is an effective registration statement permitting the issuance of the Conversion Shares to or resale of the Conversion Shares by the Holder or (B) the Conversion Shares are eligible for resale by which, on or after the Holder pursuant to earlier of (i) the six month anniversary of the Closing Date, if such Lender is not an affiliate (as such term is defined in Rule 144) of the Company, or (ii) the Effective Date, as applicable, if no Public Information Failure then exists, shall be free of restrictive legends and otherwise deliver to the Holder a certificate or certificates trading restrictions (other than those which may then be required by Section 11 of this Agreement) representing the number of Conversion Shares to which being acquired upon the Holder is entitled pursuant to conversion of the applicable Conversion Notice (subject to the limitations set forth in Section 5 hereof)Loans;, and (iiB) deliver to a bank check in the Holder an endorsement by the Company of the Loan Schedule acknowledging the remaining outstanding principal amount of this Note plus all accrued and unpaid interest thereon not converted (an “Endorsement”if the Company has elected or is required to pay accrued interest in cash). The Company’s delivery to On or after the Holder earlier of stock certificates or the Transfer Agent’s crediting the Holder’s balance account through DWAC in accordance with clause (i) above shall be Company’s conclusive endorsement the six-month anniversary of the remaining outstanding principal amount of this Note plus all accrued and unpaid interest thereon not converted as set forth in Closing Date or (ii) the Loan Schedule. If the Company fails for any reason to deliver or to cause the Transfer Agent to deliver to the Holder the Conversion Shares subject to a Conversion Notice by the applicable Delivery Effective Date, if no Public Information Failure then exists, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of deliver any Conversion Shares subject required to such conversion (based on be delivered by the VWAP of Company under this Section 4(c) electronically through the Common Stock on the date of the applicable Conversion Notice), $20 per Trading Day (increasing to $40 per Trading Day on the second (2nd) Trading Day after the Delivery Date) for each Trading Day after such Delivery Date until such Conversion Shares are delivered Depository Trust Company or Holder rescinds such conversion. The Company agrees to maintain a Transfer Agent that is a participant in the FAST program so long as this Note remains outstandinganother established clearing corporation performing similar functions. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Conversion. If the Company delivers a written notice to the Lenders that a Public Information Failure exists prior to the second anniversary of the Closing Date and such Lender holders Conversion NoticeShares that have not been resold on or prior to such date of determination, such Lender shall, at such Lender’s sole option, either enter into an agreement with the Company not to sell such Conversion Shares in reliance on Rule 144 prior to the earlier of (x) the second anniversary of the Closing Date and (y) the date such Public Information Failure is cured, or return such Conversion Shares to the Company to be certificated with a restricted securities act legend.

Delivery of Conversion Shares Upon Conversion. Within The date on which a conversion shall be deemed effective (the “Conversion Date”) shall be the earlier of (x) the Automatic Conversion Date and (y) the Trading Day that the Conversion Notice, completed and executed, is sent via email to, and received during regular business hours prior to 5:00 pm Eastern Time by, the Company, provided, that the original certificate(s) (if any) representing the Preferred Shares being converted, duly endorsed, and the accompanying Notice of Conversion, are received by the Company by the Share Delivery Date (as defined below). Not later than the earlier of (i) two (2) Trading Days and (yii) the number of Trading Days comprising the Standard Settlement Period (as defined below), following any ) after each Conversion Date (the “Share Delivery Date”), the Company will shall deliver, or cause to be delivered, to the converting holder (iA) cause the applicable number of Conversion Shares to being acquired upon the conversion of the Preferred Shares, which Conversion Shares shall be transmitted free of restrictive legends and trading restrictions except for any legends and restrictions that may be required by the Transfer Agent applicable law to the Holder by crediting extent the account holder is an Affiliate of the Holder’s or its designee’s balance account with Company, and (B) a bank check in the amount of declared and unpaid dividends. The Company shall deliver the Conversion Shares electronically through The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Conversion Shares to or resale of the Conversion Shares by the Holder or (B) the Conversion Shares are eligible for resale by the Holder holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise deliver to by either delivery of a book-entry statement or physical delivery of a certificate, registered in the Holder a certificate or certificates representing Company’s share register in the number of Conversion Shares to which the Holder is entitled pursuant to the applicable Conversion Notice (subject to the limitations set forth in Section 5 hereof), and (ii) deliver to the Holder an endorsement by the Company name of the Loan Schedule acknowledging the remaining outstanding principal amount of this Note plus all accrued and unpaid interest thereon not converted (an “Endorsement”). The Company’s delivery to the Holder of stock certificates holder or the Transfer Agent’s crediting the Holder’s balance account through DWAC in accordance with clause (i) above shall be Company’s conclusive endorsement of the remaining outstanding principal amount of this Note plus all accrued and unpaid interest thereon not converted as set forth in the Loan Schedule. If the Company fails for any reason to deliver or to cause the Transfer Agent to deliver to the Holder the Conversion Shares subject to a Conversion Notice by the applicable Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Conversion Shares subject to such conversion (based on the VWAP of the Common Stock on the date of the applicable Conversion Notice), $20 per Trading Day (increasing to $40 per Trading Day on the second (2nd) Trading Day after the Delivery Date) for each Trading Day after such Delivery Date until such Conversion Shares are delivered or Holder rescinds such conversion. The Company agrees to maintain a Transfer Agent that is a participant in the FAST program so long as this Note remains outstandingits designee. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Conversion NoticeDate.