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

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

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

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

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

Failure to Timely Deliver; Buy-In. If the Company fails to (i) issue and deliver (or cause to be delivered) to a Buyer by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Buyer that is free from all restrictive and other legends or (ii) credit the balance account of such Buyer’s or such Buyer’s nominee with DTC for such number of shares of Conversion Shares or Warrant Shares so delivered to the Company, then, in addition to all other remedies available to such Buyer, the Company shall pay in cash to such Buyer on each day Trading Day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 2% of the average VWAP product of the Conversion Shares for the five (5A) Trading Day period immediately preceding the Required Delivery Date multiplied by the number of Conversion Shares shares of Common Stock not so delivered or Warrant Shares credited (as the case may be) required to be delivered Buyer or Buyer’s nominee multiplied by (B) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the Required Delivery Date. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such Buyer’s or such Buyer’s nominee with DTC by the Required Delivery Date, and if on or after the Required Delivery Date such Buyer (or any other Person in respect, or on behalf, of Buyer) purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Buyer of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, that such Buyer so anticipated receiving from the Company without any restrictive legend (a “Buy-In”)legend, then then, in addition to all other remedies available to Buyer, the Company shall, within three five (35) Trading Days after such Buyer’s request and in such Buyer’s sole discretion, either (i) pay cash to such Buyer in an amount equal to such Buyer’s total purchase price (including brokerage commissionscommissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if any) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such Buyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Buyer a certificate or certificates or credit such Buyer’s DTC account representing such number of shares of Common Stock that would have been issued so delivered if the Company timely complied with its obligations hereunder and pay cash to such Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Buyer by the Required Delivery Date times multiplied by (B) the average VWAP lowest Closing Sale Price (as defined in the Warrants) of the Common Stock for the five (5) on any Trading Day during the period immediately preceding commencing on the Required Delivery Datedate of the delivery by Buyer to the Company of the applicable Conversion Shares or Warrant Shares (as the case may be) and ending on the date of such delivery and payment under this clause (ii).

Failure to Timely Deliver; Buy-In. If the Company fails to (i) issue and deliver (or cause to be delivered) to a Buyer by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Buyer that is free from all restrictive and other legends or (ii) credit the balance account of such BuyerB▇▇▇▇’s or such Buyer’s nominee with DTC for such number of shares of Conversion Shares or Warrant Shares Securities so delivered to the CompanyCompany by the Required Delivery Date, then, in addition to all other remedies available to such Buyer, at the sole discretion of Buyer, the Company shall shall: (i) pay in cash to such Buyer on each day Trading Day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 21% of the average VWAP product of the Conversion Shares for the five (5A) Trading Day period immediately preceding the Required Delivery Date multiplied by the number of Conversion Shares shares of Common Stock not so delivered or Warrant Shares credited (as the case may be) required to be delivered Buyer or Buyer’s nominee multiplied by (B) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the Required Delivery Date. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such Buyer’s or such Buyer’s nominee with DTC by the Required Delivery Date, and ; or (ii) if on or after the Required Delivery Date such Date, Buyer (or any other Person in respect, or on behalf, of Buyer) purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Buyer of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock (the “Replacement Shares”) equal to all or any portion of the number of shares of Common Stock, that such Buyer so anticipated receiving from the Company without any restrictive legend (a “Buy-In”)legend, then the Company shallthen, within three one (31) Trading Days Day after such Buyer’s request and in such Buyer’s sole discretion, either (iA) pay cash to such Buyer in an amount equal to such Buyer’s total purchase price (including brokerage commissionscommissions and other out-of-pocket expenses, if any) for the shares of Common Stock Replacement Shares so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate or so credit such Buyer’s balance account shall terminate and such shares shall be cancelled, or (iiB) promptly honor its obligation to deliver to such Buyer a certificate or certificates or so credit such Buyer’s DTC account representing such number of shares of Common Stock that would have been issued so delivered if the Company timely complied with its obligations hereunder and pay cash to such Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A1) such number of shares of Conversion Shares or Warrant Common Stock that the Company was required to deliver to Buyer by the Required Delivery Date multiplied by (2) the lowest Closing Sale Price (as defined in the Warrants) of the Common Stock on any Trading Day during the period commencing on the date of the delivery by Buyer to the Company of the applicable Replacement Shares (as the case may be) that and ending on the Company was required to deliver to date of such Buyer by the Required Delivery Date times delivery and payment under this clause (B) the average VWAP of the Common Stock for the five (5) Trading Day period immediately preceding the Required Delivery Date).

Failure to Timely Deliver; Buy-In. If the Company fails fails, for any reason or for no reason, to (i) issue and deliver (or cause to be delivered) to a Buyer the Holder (or its designee) by the Required Delivery Date Date, if the Transfer Agent is not participating in FAST, a certificate representing for the Securities so delivered number of New Conversion Shares to which the Company by Holder is entitled and register such Buyer that New Conversion Shares on the Company’s share register or, if the Transfer Agent is free from all restrictive and other legends or (ii) participating in FAST, to credit the balance account of such Buyerthe Holder or the Holder’s or such Buyer’s nominee designee with DTC for such number of shares of New Conversion Shares or Warrant Shares so delivered submitted for legend removal by the Holder pursuant to the CompanySection 21(d) above (a “Delivery Failure”), then, in addition to all other remedies available to such Buyerthe Holder, the Company shall pay in cash to such Buyer the Holder on each day after the Required Share Delivery Date that the issuance or credit of and during such shares is not timely effected Delivery Failure an amount equal to 21% of the average VWAP product of (A) the sum of the Conversion Shares for number of shares of Common Stock not issued to the five (5) Trading Day period immediately preceding Holder on or prior to the Required Delivery Date multiplied and to which the Holder is entitled, and (B) any trading price of the Common Stock selected by the number Holder in writing as in effect at any time during the period beginning on the date of the delivery by the Holder to the Company of the applicable New Conversion Shares or Warrant Shares (as the case may be) required to be delivered and ending on the Required applicable Share Delivery Date. In addition to the foregoing, if on or prior to the Required Delivery Date if the Transfer Agent is not participating in FAST, the Company fails shall fail to so properly issue and deliver a certificate to the Holder and register such unlegended certificates or so properly shares of Common Stock on the Company’s share register or, if the Transfer Agent is participating in FAST, credit the balance account of such Buyerthe Holder or the Holder’s or such Buyer’s nominee designee with DTC for the number of shares of Common Stock to which the Holder submitted for legend removal by the Required Delivery DateHolder pursuant to Section 21(d) above, and if on or after such Trading Day the Required Delivery Date such Buyer purchases Holder acquires (in an open market transaction transaction, stock loan or otherwise) shares of Common Stock corresponding to deliver in satisfaction all or any portion of a sale by such Buyer the number of shares of Common Stock issuable upon such exercise that such Buyer anticipated receiving the Holder is entitled to receive from the Company without any restrictive legend and has not received from the Company in connection with such Delivery Failure (a “Buy-In”), then the Company shall, within three one (31) Trading Days Day after such Buyerthe Holder’s request and in such Buyerthe Holder’s sole discretion, either (i) pay cash to such Buyer the Holder in an amount equal to such Buyerthe 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 purchased acquired) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such Buyerthe Holder’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Buyer the Holder a certificate or certificates or credit such Buyerthe balance account of the Holder or the Holder’s designee with DTC account representing such number of shares of Common Stock that would have been issued so delivered if the Company timely complied with its obligations hereunder and pay cash to such Buyer the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of New Conversion Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Buyer the Holder by the Required Delivery Date times multiplied by (B) the average VWAP lowest Closing Sale Price (as defined in the New Certificate of Designations) of the Common Stock for the five (5) on any Trading Day during the period immediately preceding commencing on the Required date of the delivery by the Holder to the Company of the applicable New Conversion Shares and ending on the date of such delivery and payment under this clause (ii). Nothing shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) as required pursuant to the terms hereof. Notwithstanding anything herein to the contrary, with respect to any given Delivery DateFailure, this Section 21(e) shall not apply to the applicable Holder the extent the Company has already paid such amounts in full to the Holder with respect to such Delivery Failure pursuant to the analogous sections of the New Certificate of Designations.

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

Failure to Timely Deliver; Buy-In. If the Company fails to (i) issue and deliver (or cause to be delivered) to a Buyer by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Buyer that is free from all restrictive and other legends or (ii) credit the balance account of such Buyer’s or such Buyer’s nominee with DTC for such number of shares of Conversion Common Shares or Warrant Shares so delivered to the Company, then, in addition to all other remedies available to such Buyer, the Company shall pay in cash to such Buyer on each day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 21% of the average VWAP product of (A) the Conversion Shares for the five (5) Trading Day period immediately preceding the Required Delivery Date multiplied by sum of the number of Conversion shares of Common Shares or Warrant Shares (as the case may be) required not issued to be delivered such Buyer on a timely basis and to which such Buyer is entitled and (B) the Closing Sale Price (as defined below) of the Common Stock on the Trading Day immediately preceding the Required Delivery Date. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such Buyer’s or such Buyer’s nominee with DTC by the Required Delivery Date, and if on or after the Required Delivery Date such Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Buyer of shares of Common Stock that such Buyer anticipated receiving from the Company without any restrictive legend (a “Buy-In”), then then, in addition to all other remedies available to such Buyer, the Company shall, within three (3) Trading Days after such Buyer’s request and in such Buyer’s sole discretion, either (i) pay cash to such Buyer in an amount equal to such Buyer’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate or credit such Buyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to deliver to such Buyer a certificate or certificates or credit such Buyer’s DTC account representing such number of shares of Common Stock that would have been issued if the Company timely complied with its obligations hereunder and pay cash to such Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Common Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Buyer by the Required Delivery Date times (B) the average VWAP Closing Sale Price of the Common Stock for on the five (5) Trading Day period immediately preceding the Required Delivery Date.

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

Failure to Timely Deliver; Buy-In. If the Company fails to (i) issue and deliver (or cause to be delivered) to a Buyer by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Buyer that is free from all restrictive and other legends or (ii) credit the balance account of such Buyer’s or such Buyer’s nominee with DTC for such number of shares of Conversion Shares or Warrant Shares so delivered to the Company, then, in addition to all other remedies available to such Buyer, the Company shall pay in cash to such Buyer on each day Trading Day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 2% of the average VWAP product of the Conversion Shares for the five (5A) Trading Day period immediately preceding the Required Delivery Date multiplied by the number of Conversion Shares shares of Common Stock not so delivered or Warrant Shares credited (as the case may be) required to be delivered such Buyer or such Buyer’s nominee multiplied by (B) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the Required Delivery Date. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such Buyer’s or such Buyer’s nominee with DTC by the Required Delivery Date, and if on or after the Required Delivery Date such Buyer (or any other Person in respect, or on behalf, of such Buyer) purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Buyer of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, that such Buyer so anticipated receiving from the Company without any restrictive legend (a “Buy-In”)legend, then then, in addition to all other remedies available to such Buyer, the Company shall, within three five (35) Trading Days after such Buyer’s request and in such Buyer’s sole discretion, either (i) pay cash to such Buyer in an amount equal to such Buyer’s total purchase price (including brokerage commissionscommissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if any) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such Buyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Buyer a certificate or certificates or credit such Buyer’s DTC account representing such number of shares of Common Stock that would have been issued so delivered if the Company timely complied with its obligations hereunder and pay cash to such Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Buyer by the Required Delivery Date times multiplied by (B) the average VWAP lowest Closing Sale Price (as defined in the Warrants) of the Common Stock for the five (5) on any Trading Day during the period immediately preceding commencing on the Required Delivery Datedate of the delivery by such Buyer to the Company of the applicable Conversion Shares or Warrant Shares (as the case may be) and ending on the date of such delivery and payment under this clause (ii).

Failure to Timely Deliver; Buy-In. If the Company improperly fails to (i) issue and deliver dispatch for delivery (or cause to be deliveredso dispatched) to a Buyer Purchaser by the Required Delivery Date a certificate representing the Securities Shares so delivered to the Company by such Buyer Purchaser that is free from all restrictive and other legends or (ii) credit the balance account of such BuyerPurchaser’s or such BuyerPurchaser’s nominee with DTC for such number of shares of Conversion Shares or Warrant Shares so delivered to the Company, then, in addition to all other remedies available to such Buyer, the Company shall pay in cash to such Buyer on each day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 2% of the average VWAP of the Conversion Shares for the five (5) Trading Day period immediately preceding the Required Delivery Date multiplied by the number of Conversion Shares or Warrant Shares (as the case may be) required to be delivered on the Required Delivery Date. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such Buyer’s or such Buyer’s nominee with DTC by the Required Delivery Date, and if on or after the business day immediately following the Required Delivery Date such Buyer Purchaser (or any other Person in respect, or on behalf, of such Purchaser) purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Buyer Purchaser of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, that such Buyer Purchaser so anticipated receiving from the Company without any restrictive legend (a “Buy-In”)legend, then then, in addition to all other remedies available to such Purchaser, the Company shall, within three five (35) Trading Business Days after such BuyerPurchaser’s request and in such BuyerPurchaser’s sole discretion, either (ix) pay cash to such Buyer Purchaser in an amount equal to such BuyerPurchaser’s total purchase price (including brokerage commissionscommissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if any) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such BuyerPurchaser’s balance account shall terminate and such shares shall be cancelled, or (iiy) promptly honor its obligation to so deliver to such Buyer Purchaser a certificate or certificates or credit such BuyerPurchaser’s DTC account representing such number of shares of Common Stock that would have been issued so delivered if the Company timely complied with its obligations hereunder and pay cash to such Buyer Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Buyer Purchaser by the Required Delivery Date times multiplied by (B) the average VWAP lowest closing sale price of the Common Stock for on any Business Day during the five period commencing on the date of the delivery by such Purchaser to the Company of the applicable Shares and ending on the date of such delivery and payment under this clause (5) Trading Day period immediately preceding the Required Delivery Datey).

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

Failure to Timely Deliver; Buy-In. If the Company fails to use its best efforts to (i) issue and deliver (or cause to be delivered) to a Buyer the Lender by the Required Delivery Date a certificate representing the Securities Warrant Shares so delivered to the Company by such Buyer the Lender that is free from all restrictive and other legends or (ii) credit the balance account of such Buyerthe Lender’s or such Buyerthe Lender’s nominee with DTC for such number of shares of Conversion Shares or Warrant Shares so delivered to the Company, then, in addition to all other remedies available to such Buyerthe Lender, but subject to the Limitation on Damages (as defined in the Warrant), the Company shall pay in cash to such Buyer the Lender on each day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 23% of the average VWAP product of (A) the Conversion Shares for the five (5) Trading Day period immediately preceding the Required Delivery Date multiplied by sum of the number of Conversion Shares or shares of Warrant Shares not issued to the Lender on a timely basis and to which the Lender is entitled and (B) the Closing Sale Price (as defined in the case may beWarrant) required to be delivered of the Common Shares on the Required Delivery Date. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such Buyerthe Lender’s or such Buyerthe Lender’s nominee with DTC by the Required Delivery Date, and if on or after the Required Delivery Date such Buyer the Lender purchases (in an open market transaction or otherwise) shares of Common Stock Shares to deliver in satisfaction of a sale by such Buyer of shares the Lender of Common Stock Shares that such Buyer the Lender anticipated receiving from the Company without any restrictive legend (a “Buy-In”), then the Company shall, within three (3) Trading Days after such Buyerthe Lender’s request and in such Buyerthe Lender’s sole discretion, either (i) pay cash to such Buyer the Lender in an amount equal to such Buyerthe Lender’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock Shares so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate or credit such Buyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to deliver to such Buyer the Lender a certificate or certificates or credit such Buyer’s DTC account representing such number of shares of Common Stock Shares that would have been issued if the Company timely complied with its obligations hereunder and pay cash to such Buyer the Lender in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Buyer the Lender by the Required Delivery Date times (B) the average VWAP Closing Sale Price of the Common Stock for the five (5) Trading Day period immediately preceding Shares on the Required Delivery Date.

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

Failure to Timely Deliver; Buy-In. If the Company fails to (i) issue and deliver (or cause to be delivered) to a Buyer by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Buyer that is free from all restrictive and other legends or (ii) credit the balance account of such Buyer’s or such Buyer’s nominee with DTC for such number of shares of Conversion Shares or Warrant Shares Securities so delivered to the Company, then, in addition to all other remedies available to such Buyer, at the sole discretion of Buyer, the Company shall shall: (i) pay in cash to such Buyer on each day Trading Day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 2% of the average VWAP product of the Conversion Shares for the five (5A) Trading Day period immediately preceding the Required Delivery Date multiplied by the number of Conversion Shares shares of Common Stock not so delivered or Warrant Shares credited (as the case may be) required to be delivered Buyer or Buyer’s nominee multiplied by (B) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the Required Delivery Date. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such Buyer’s or such Buyer’s nominee with DTC by the Required Delivery Date, and ; or (ii) if on or after the Required Delivery Date such Date, Buyer (or any other Person in respect, or on behalf, of Buyer) purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Buyer of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, that such Buyer so anticipated receiving from the Company without any restrictive legend (a “Buy-In”)legend, then the Company shallthen, within three five (35) Trading Days after such Buyer’s request and in such Buyer’s sole discretion, either (iA) pay cash to such Buyer in an amount equal to such Buyer’s total purchase price (including brokerage commissionscommissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such Buyer’s balance account shall terminate and such shares shall be cancelled, or (iiB) promptly honor its obligation to so deliver to such Buyer a certificate or certificates or credit such Buyer’s DTC account representing such number of shares of Common Stock that would have been issued so delivered if the Company timely complied with its obligations hereunder and pay cash to such Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A1) such number of shares of Common Stock that the Company was required to deliver to Buyer by the Required Delivery Date multiplied by (2) the lowest Closing Sale Price (as defined in the Warrants) of the Common Stock on any Trading Day during the period commencing on the date of the delivery by Buyer to the Company of the applicable Conversion Shares or Warrant Shares (as the case may be) that and ending on the Company was required to deliver to date of such Buyer by the Required Delivery Date times delivery and payment under this clause (B) the average VWAP of the Common Stock for the five (5) Trading Day period immediately preceding the Required Delivery Date.). DM_US 86580026-11.096039.0012 ▇▇▇▇-▇▇▇▇-▇▇▇▇, v. 1

Failure to Timely Deliver; Buy-In. If the Company fails to (i) issue and deliver credit (or cause to be deliveredcredited) to a Buyer by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Buyer that is free from all restrictive and other legends or (ii) credit the balance account of such Buyer’s or such Buyer’s nominee with DTC for such number of shares of Conversion Shares or Warrant Shares Securities so delivered to the Company, then, in addition to all other remedies available to such Buyer, at the sole discretion of Buyer, the Company shall shall: (i) pay in cash to such Buyer on each day Trading Day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 21% of the average VWAP product of the Conversion Shares for the five (5A) Trading Day period immediately preceding the Required Delivery Date multiplied by the number of Conversion Shares shares of Common Stock not so delivered or Warrant Shares credited (as the case may be) required to be delivered Buyer or Buyer’s nominee multiplied by (B) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the Required Delivery Date. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such Buyer’s or such Buyer’s nominee with DTC by the Required Delivery Date, and ; or (ii) if on or after the Required Delivery Date such Date, Buyer (or any other Person in respect, or on behalf, of Buyer) purchases (in an open market transaction or otherwise) shares of Common Stock (“Replacement Shares”) to deliver in satisfaction of a sale by such Buyer of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, that such Buyer so anticipated receiving from the Company without any restrictive legend (a “Buy-In”)legend, then the Company shallthen, within three five (35) Trading Days after such Buyer’s request and in such Buyer’s sole discretion, either (ix) pay cash to such Buyer in an amount equal to such Buyer’s total purchase price (including brokerage commissionscommissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased Replacement Shares (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate or so credit such Buyer’s balance account shall terminate and such shares shall be cancelled, cancelled or (iiB) promptly honor its obligation to deliver to such Buyer a certificate or certificates or so credit such Buyer’s DTC account representing such number of shares of Common Stock that would have been issued so delivered if the Company timely complied with its obligations hereunder and pay cash to such Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A1) such number of shares of Conversion Shares or Warrant Shares (as the case may be) Common Stock that the Company was required to deliver to such Buyer by the Required Delivery Date times multiplied by (B2) the average VWAP lowest Closing Sale Price of the Common Stock for the five (5) on any Trading Day during the period immediately preceding commencing on the Required Delivery Datedate Buyer purchased Replacement Shares and ending on the date of such delivery and payment under this clause (ii).

Failure to Timely Deliver; Buy-In. If the Company fails to (i) issue and deliver (or cause to be delivered) to a Buyer by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Buyer that is free from all restrictive and other legends or (ii) credit the balance account of such Buyer’s or such Buyer’s nominee with DTC for such number of shares of Conversion Shares or Warrant Interest Shares so delivered to the Company, then, in addition to all other remedies available to such Buyer, the Company shall pay in cash to such Buyer on each day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount in cash equal to 21.5% of the average VWAP product of the Conversion Shares for the five (5A) Trading Day period immediately preceding the Required Delivery Date multiplied by the number of Conversion Shares shares of Common Stock not so delivered or Warrant Shares credited (as the case may be) required to be delivered such Buyer or such Buyer’s nominee multiplied by (B) the Closing Sale Price (as defined in the applicable Note) of the Common Stock on the Trading Day (as defined in the applicable Note) immediately preceding the Required Delivery Date. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such Buyer’s or such Buyer’s nominee with DTC by the Required Delivery Date, and if on or after the Required Delivery Date such Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Buyer of shares of Common Stock that such Buyer anticipated receiving from the Company without any restrictive legend (a “Buy-In”)legend, then then, in addition to all other remedies available to such Buyer, the Company shall, within three (3) Trading Days after such Buyer’s request and in such Buyer’s sole discretion, either (i) pay cash to such Buyer in an amount equal to such Buyer’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate or credit such Buyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to deliver to such Buyer a certificate or certificates or credit such Buyer’s DTC account representing such number of shares of Common Stock that would have been issued if the Company timely complied with its obligations hereunder and pay cash to such Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares or Warrant Interest Shares (as the case may be) that the Company was required to deliver to such Buyer by the Required Delivery Date times (B) the average VWAP Closing Sale Price (as defined in the Note) of the Common Stock for on the five (5) Trading Day period immediately preceding the Required Delivery Date.

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

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

Failure to Timely Deliver; Buy-In. If the Company fails to (i) use its best efforts to issue and deliver (or cause to be delivered) to a Buyer by the Holder within two (2) Business Days following the Required Delivery Date a certificate representing the Securities Holder Exchanged Shares required to be so delivered by the Company to the Company by such Buyer Holder that is free from all restrictive and other legends or (ii) credit the balance account of such Buyerthe Holder’s or such Buyerthe Holder’s nominee with DTC for within two (2) Business Days following the Required Delivery Date with such number of shares of Conversion Common Shares or Warrant Shares required to be so delivered to by the Company, then, in addition to all other remedies available to such Buyerthe Holder, the Company shall pay in cash to such Buyer the Holder on each day after such second (2nd) Business Day following the Required Delivery Date that the such issuance or credit of such shares is not timely effected an amount equal to 20.5% of the average VWAP aggregate principal amount of the Conversion Shares for the five (5) Trading Day period immediately preceding the Required Delivery Date multiplied by the number of Conversion Shares or Warrant Shares (as the case may be) required to be delivered on the Required Delivery DateNotes exchanged hereunder. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such Buyerthe Holder’s or such Buyerthe Holder’s nominee with DTC by the Required Delivery Date, and if on or after the Required Delivery Date such Buyer the Holder purchases (in an open market transaction or otherwise) shares of Common Stock Shares to deliver in satisfaction of a sale by such Buyer the Holder of shares of Common Stock Holder Exchanged Shares that such Buyer the Holder anticipated receiving from the Company without any restrictive legend (a “Buy-In”)legend, then then, in addition to all other remedies available to the Holder, the Company shall, within three (3) Trading Business Days after such Buyerthe Holder’s request and in such Buyerthe Holder’s sole discretion, either (i) pay cash to such Buyer the Holder in an amount equal to such Buyerthe Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock Shares so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate or credit such Buyerthe Holder’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to deliver to such Buyer the Holder a certificate or certificates or credit such Buyerthe Holder’s DTC account representing such number of shares of Common Stock Shares that would have been issued if the Company timely complied with its obligations hereunder and pay cash to such Buyer the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Common Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Buyer the Holder by the Required Delivery Date times (B) the average VWAP closing sale price of the Common Stock for Shares on the five (5) Trading Business Day period immediately preceding the Required Delivery Date.

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

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

Failure to Timely Deliver; Buy-In. If the Company fails to (i) issue and deliver credit (or cause to be deliveredcredited) to a Buyer by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Buyer that is free from all restrictive and other legends or (ii) credit the balance account of such Buyer’s or such Buyer’s nominee with DTC for such number of shares of Conversion Shares or Warrant Shares Securities so delivered to the Company, then, in addition to all other remedies available to such Buyer, at the sole discretion of Buyer, the Company shall shall: (i) pay in cash to such Buyer on each day Trading Day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 21% of the average VWAP product of the Conversion Shares for the five (5A) Trading Day period immediately preceding the Required Delivery Date multiplied by the number of Conversion Shares shares of Common Stock not so delivered or Warrant Shares credited (as the case may be) required to be delivered Buyer or Buyer’s nominee multiplied by (B) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the Required Delivery Date. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such Buyer’s or such Buyer’s nominee with DTC by the Required Delivery Date, and ; or (ii) if on or after the Required Delivery Date such Date, Buyer (or any other Person in respect, or on behalf, of Buyer) purchases (in an open market transaction or otherwise) shares of Common Stock (“Replacement Shares”) to deliver in satisfaction of a sale by such Buyer of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, that such Buyer so anticipated receiving from the Company without any restrictive legend legend, then, one (a “Buy-In”), then the Company shall, within three (31) Trading Days Day after such Buyer’s request and in such Buyer’s sole discretion, either (ix) pay cash to such Buyer in an amount equal to such Buyer’s total purchase price (including brokerage commissionscommissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased Replacement Shares (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate or so credit such Buyer’s balance account shall terminate and such shares shall be cancelled, cancelled or (iiB) promptly honor its obligation to deliver to such Buyer a certificate or certificates or so credit such Buyer’s DTC account representing such number of shares of Common Stock that would have been issued so delivered if the Company timely complied with its obligations hereunder and pay cash to such Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A1) such number of shares of Conversion Shares or Warrant Shares (as the case may be) Common Stock that the Company was required to deliver to such Buyer by the Required Delivery Date times multiplied by (B2) the average VWAP lowest Closing Sale Price of the Common Stock for the five (5) on any Trading Day during the period immediately preceding commencing on the Required Delivery Datedate Buyer purchased Replacement Shares and ending on the date of such delivery and payment under this clause (ii).

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

Failure to Timely Deliver; Buy-In. If the Company fails to (i) issue and deliver (or cause to be delivered) to a Buyer by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Buyer that is free from all restrictive and other legends or (ii) credit the balance account of such Buyer’s or such Buyer’s nominee with DTC for such number of shares of Conversion Shares or Warrant Shares Securities so delivered to the CompanyCompany by the Required Delivery Date, then, in addition to all other remedies available to such Buyer, at the sole discretion of such Buyer, the Company shall shall: (i) pay in cash to such Buyer on each day Trading Day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 21% of the average VWAP product of the Conversion Shares for the five (5A) Trading Day period immediately preceding the Required Delivery Date multiplied by the number of Conversion Shares shares of Common Stock not so delivered or Warrant Shares credited (as the case may be) required to be delivered such Buyer or Buyer’s nominee multiplied by (B) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the Required Delivery Date. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates ; or so properly credit the balance account of such Buyer’s or such Buyer’s nominee with DTC by the Required Delivery Date, and (ii) if on or after the Required Delivery Date Date, such Buyer (or any other Person in respect, or on behalf, of such Buyer) purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Buyer of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock (the “Replacement Shares”) equal to all or any portion of the number of shares of Common Stock, that such Buyer so anticipated receiving from the Company without any restrictive legend (a “Buy-In”)legend, then the Company shallthen, within three one (31) Trading Days Day after such Buyer’s request and in such Buyer’s sole discretion, either (iA) pay cash to such Buyer in an amount equal to such Buyer’s total purchase price (including brokerage commissionscommissions and other out-of-pocket expenses, if any) for the shares of Common Stock Replacement Shares so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate or so credit such Buyer’s balance account shall terminate and such shares shall be cancelled, or (iiB) promptly honor its obligation to deliver to such Buyer a certificate or certificates or so credit such Buyer’s DTC account representing such number of shares of Common Stock that would have been issued so delivered if the Company timely complied with its obligations hereunder and pay cash to such Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A1) such number of shares of Conversion Shares or Warrant Shares (as the case may be) Common Stock that the Company was required to deliver to such Buyer by the Required Delivery Date times multiplied by (B2) the average VWAP lowest Closing Sale Price (as defined in the Convertible Notes) of the Common Stock for the five (5) on any Trading Day during the period immediately preceding commencing on the Required Delivery Datedate of the delivery by such Buyer to the Company of the applicable Replacement Shares (as the case may be) and ending on the date of such delivery and payment under this clause (B).

Failure to Timely Deliver; Buy-In. If the Company fails to (i) issue and deliver (or cause to be delivered) to a Buyer warrant holder by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Buyer warrant holder that is free from all restrictive and other legends or (ii) credit the balance account of such Buyerwarrant holder’s or such Buyerwarrant holder’s nominee with DTC for such number of shares of Conversion Shares or Warrant Shares so delivered to the Company, then, in addition to all other remedies available to such Buyerwarrant holder, the Company shall pay in cash to such Buyer warrant holder on each day Trading Day (as defined in the Warrant) after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 21% of the average VWAP product of the Conversion Shares for the five (5A) Trading Day period immediately preceding the Required Delivery Date multiplied by the number of Conversion Shares shares of Common Stock not so delivered or Warrant Shares credited (as the case may be) required to be delivered such warrant holder or such warrant holder’s nominee multiplied by (B) the Closing Sale Price (as defined in the Warrants) of the Common Stock on the Trading Day immediately preceding the Required Delivery Date. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such Buyerwarrant holder’s or such Buyerwarrant holder’s nominee with DTC by the Required Delivery Date, and if on or after the Required Delivery Date such Buyer (or any other person in respect, or on behalf, of such warrant holder) purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Buyer warrant 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, that such Buyer warrant holder so anticipated receiving from the Company without any restrictive legend (a “Buy-In”)legend, then then, in addition to all other remedies available to such warrant holder, the Company shall, within three five (35) Trading Days after such Buyerwarrant holder’s request and in such Buyerwarrant holder’s sole discretion, either (i) pay cash to such Buyer warrant holder in an amount equal to such Buyerwarrant holder’s total purchase price (including brokerage commissionscommissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if any) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such Buyerwarrant holder’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Buyer a certificate or certificates or credit such Buyerwarrant holder’s DTC account representing such number of shares of Common Stock that would have been issued so delivered if the Company timely complied with its obligations hereunder and pay cash to such Buyer warrant holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Buyer warrant holder by the Required Delivery Date times multiplied by (B) the average VWAP lowest Closing Sale Price of the Common Stock for the five (5) on any Trading Day during the period immediately preceding commencing on the Required Delivery Datedate of the delivery by such warrant holder to the Company of the applicable Warrant Shares (as the case may be) and ending on the date of such delivery and payment under this clause (ii).

Failure to Timely Deliver; Buy-In. If the Company fails to (i) issue and deliver (or cause to be delivered) to a any Buyer by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Buyer that is free from all restrictive and other legends or (ii) credit the balance account of such Buyer’s or such Buyer’s nominee with DTC for such number of shares of Conversion Shares or Warrant Shares Securities so delivered to the Company, then, in addition to all other remedies available to such Buyer, at the sole discretion of such Buyer, the Company shall shall: (i) pay in cash to such Buyer on each day Trading Day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 21% of the average VWAP product of the Conversion Shares for the five (5A) Trading Day period immediately preceding the Required Delivery Date multiplied by the number of Conversion Ordinary Shares not so delivered or Warrant Shares credited (as the case may be) required to be delivered such Buyer or Buyer’s nominee multiplied by (B) the Closing Sale Price of the Ordinary Shares on the Trading Day immediately preceding the Required Delivery Date. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such Buyer’s or such Buyer’s nominee with DTC by the Required Delivery Date, and ; or (ii) if on or after the Required Delivery Date Date, such Buyer (or any other Person in respect, or on behalf, of such Buyer) purchases (in an open market transaction or otherwise) shares of Common Stock Ordinary Shares to deliver in satisfaction of a sale by such Buyer of shares all or any portion of Common Stock the number of Ordinary Shares, or a sale of a number of Ordinary Shares equal to all or any portion of the number of Ordinary Shares, that such Buyer so anticipated receiving from the Company without any restrictive legend (a “Buy-In”)legend, then the Company shallthen, within three five (35) Trading Days after such Buyer’s request and in such Buyer’s sole discretion, either (iA) pay cash to such Buyer in an amount equal to such Buyer’s total purchase price (including brokerage commissionscommissions and other out-of-pocket expenses, if any) for the shares of Common Stock Ordinary Shares so purchased (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such Buyer’s balance account shall terminate and such shares shall be cancelled, or (iiB) promptly honor its obligation to so deliver to such Buyer a certificate or certificates or credit such Buyer’s DTC account representing such number of shares of Common Stock Ordinary Shares that would have been issued so delivered if the Company timely complied with its obligations hereunder and pay cash to such Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A1) such number of shares of Conversion Ordinary Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Buyer by the Required Delivery Date times multiplied by (2) the lowest Closing Sale Price (as defined in the Warrants) of the Ordinary Shares on any Trading Day during the period commencing on the date of the delivery by such Buyer to the Company of the applicable Conversion Shares or Warrant Shares (as the case may be) and ending on the date of such delivery and payment under this clause (B) the average VWAP of the Common Stock for the five (5) Trading Day period immediately preceding the Required Delivery Date).

Failure to Timely Deliver; Buy-In. If the Company fails to (i) issue and deliver (or cause to be delivered) to a Buyer by the Required Delivery Date a certificate representing the Securities Conversion Shares or Warrant Shares (as the case may be) so delivered to the Company by such Buyer that is free from all restrictive and other legends or (ii) credit the balance account of such Buyer’s or such Buyer’s nominee with DTC for such number of shares of Conversion Shares or Warrant Shares so delivered to the Company, then, in addition to all other remedies available to such Buyer, but subject to the Limitation on Damages (as defined in the Certificate of Designation), the Company shall pay in cash to such Buyer on each day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 21.0% of the average VWAP product of (A) the sum of the Conversion Shares for the five (5) Trading Day period immediately preceding the Required Delivery Date multiplied by the number of shares of Conversion Shares or Warrant Shares (as the case may be) required not issued to be delivered such Buyer on a timely basis and to which such Buyer is entitled and (B) the Closing Sale Price (as defined in the Certificate of Designation) of the shares of Common Stock on the Required Delivery Date. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such Buyer’s or such Buyer’s nominee with DTC by the Required Delivery Date, and if on or after the Required Delivery Date such Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Buyer of shares of Common Stock that such Buyer anticipated receiving from the Company without any restrictive legend (a “Buy-In”), then the Company shall, within three (3) Trading Days after such Buyer’s request and in such Buyer’s sole discretion, either (i) pay cash to such Buyer in an amount equal to such Buyer’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate or credit such Buyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to deliver to such Buyer a certificate or certificates or credit such Buyer’s DTC account representing such number of shares of Common Stock that would have been issued if the Company timely complied with its obligations hereunder and pay cash to such Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Buyer by the Required Delivery Date times (B) the average VWAP Closing Sale Price of the Common Stock for the five (5) Trading Day period immediately preceding on the Required Delivery Date.

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

Failure to Timely Deliver; Buy-In. If the Company fails to (i) issue and deliver (or cause to be delivered) to a any Buyer by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Buyer that is free from all restrictive and other legends or (ii) credit the balance account of such Buyer’s or such Buyer’s nominee with DTC for such number of shares of Conversion Shares or Warrant Shares Securities so delivered to the Company, then, in addition to all other remedies available to such Buyer, at the sole discretion of such Buyer, the Company shall shall: (i) pay in cash to such Buyer on each day Trading Day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 21% of the average VWAP product of the Conversion Shares for the five (5A) Trading Day period immediately preceding the Required Delivery Date multiplied by the number of Conversion Ordinary Shares not so delivered or Warrant Shares credited (as the case may be) required to be delivered such Buyer or Buyer’s nominee multiplied by (B) the Closing Sale Price (as defined in the Warrants) of the Ordinary Shares on the Trading Day immediately preceding the Required Delivery Date. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such Buyer’s or such Buyer’s nominee with DTC by the Required Delivery Date, and ; or (ii) if on or after the Required Delivery Date Date, such Buyer (or any other Person in respect, or on behalf, of such Buyer) purchases (in an open market transaction or otherwise) shares of Common Stock Ordinary Shares to deliver in satisfaction of a sale by such Buyer of shares all or any portion of Common Stock the number of Ordinary Shares, or a sale of a number of Ordinary Shares equal to all or any portion of the number of Ordinary Shares, that such Buyer so anticipated receiving from the Company without any restrictive legend (a “Buy-In”)legend, then the Company shallthen, within three five (35) Trading Days after such Buyer’s request and in such Buyer’s sole discretionrequest, either (i) pay cash to such Buyer in an amount equal to such Buyer’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate or credit such Buyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Buyer a certificate or certificates or credit such Buyer’s DTC account representing such number of shares of Common Stock Ordinary Shares that would have been issued so delivered if the Company timely complied with its obligations hereunder and pay cash to such Buyer in an amount equal to the excess (if any) of such Buyer’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the Buy-In Price Ordinary Shares so purchased, over the product of (A1) such number of shares of Conversion Ordinary Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Buyer by the Required Delivery Date times multiplied by (B2) the average VWAP lowest Closing Sale Price of the Common Stock for the five (5) Ordinary Shares on any Trading Day during the period immediately preceding commencing on the Required Delivery Datedate of the delivery by such Buyer to the Company of the applicable certificate (or notice of exercise or conversion) and ending on the date of such delivery and payment under this clause (ii).

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

Failure to Timely Deliver; Buy-In. If the Company fails to (i) issue and deliver (or cause to be delivered) to a Buyer by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Buyer that is free from all restrictive and other legends or (ii) credit the balance account of such Buyer’s or such Buyer’s nominee with DTC for such number of shares of Conversion Common Shares or Warrant Shares so delivered to the Company, then, in addition to all other remedies available to such Buyer, the Company shall pay in cash to such Buyer on each day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 21% of the average VWAP product of (A) the Conversion Shares for the five (5) Trading Day period immediately preceding the Required Delivery Date multiplied by sum of the number of Conversion shares of Common Shares or Warrant Shares (as the case may be) required not issued to be delivered such Buyer on a timely basis and to which such Buyer is entitled and (B) the Closing Sale Price (as defined below) of the Common Stock on the Trading Day immediately preceding the Required Delivery Date. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such Buyer’s or such Buyer’s nominee with DTC by the Required Delivery Date, and if on or after the Required Delivery Date such Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Buyer of shares of Common Stock that such Buyer anticipated receiving from the Company without any restrictive legend (a “Buy-In”)legend, then then, in addition to all other remedies available to such Buyer, the Company shall, within three (3) Trading Days after such Buyer’s request and in such Buyer’s sole discretion, either (i) pay cash to such Buyer in an amount equal to such Buyer’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate or credit such Buyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to deliver to such Buyer a certificate or certificates or credit such Buyer’s DTC account representing such number of shares of Common Stock that would have been issued if the Company timely complied with its obligations hereunder and pay cash to such Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Common Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Buyer by the Required Delivery Date times (B) the average VWAP Closing Sale Price of the Common Stock for on the five (5) Trading Day period immediately preceding the Required Delivery Date.

Failure to Timely Deliver; Buy-In. If the Company fails to (i) issue and deliver (or cause to be delivered) to a Buyer by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Buyer that is free from all restrictive and other legends or (ii) credit the balance account of such Buyer’s or such Buyer’s nominee with DTC for such number of shares of Conversion Shares or Warrant Shares Securities so delivered to the CompanyCompany by the Required Delivery Date, then, in addition to all other remedies available to such Buyer, at the sole discretion of such Buyer, the Company shall shall: (i) pay in cash to such Buyer on each day Trading Day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 21% of the average VWAP product of the Conversion Shares for the five (5A) Trading Day period immediately preceding the Required Delivery Date multiplied by the number of Conversion Shares shares of Common Stock not so delivered or Warrant Shares credited (as the case may be) required to be delivered such Buyer or Buyer’s nominee multiplied by (B) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the Required Delivery Date. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such Buyer’s or such Buyer’s nominee with DTC by the Required Delivery Date, and ; or (ii) if on or after the Required Delivery Date Date, such Buyer (or any other Person in respect, or on behalf, of such Buyer) purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Buyer of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock (the “Replacement Shares”) equal to all or any portion of the number of shares of Common Stock, that such Buyer so anticipated receiving from the Company without any restrictive legend (a “Buy-In”)legend, then the Company shallthen, within three one (31) Trading Days Day after such Buyer▇▇▇▇▇’s request and in such Buyer’s sole discretion, either (iA) pay cash to such Buyer in an amount equal to such Buyer’s total purchase price (including brokerage commissionscommissions and other out-of-pocket expenses, if any) for the shares of Common Stock Replacement Shares so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate or so credit such Buyer’s balance account shall terminate and such shares shall be cancelled, or (iiB) promptly honor its obligation to deliver to such Buyer a certificate or certificates or so credit such Buyer’s DTC account representing such number of shares of Common Stock that would have been issued so delivered if the Company timely complied with its obligations hereunder and pay cash to such Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A1) such number of shares of Conversion Shares or Warrant Shares (as the case may be) Common Stock that the Company was required to deliver to such Buyer by the Required Delivery Date times multiplied by (B2) the average VWAP lowest Closing Sale Price (as defined in the Convertible Notes) of the Common Stock for the five (5) on any Trading Day during the period immediately preceding commencing on the Required Delivery Datedate of the delivery by such Buyer to the Company of the applicable Replacement Shares (as the case may be) and ending on the date of such delivery and payment under this clause (B).

Failure to Timely Deliver; Buy-In. If the Company fails fails, for any reason or for no reason, to (i) issue and deliver (or cause to be delivered) to a Buyer the Holder (or its designee) by the Required Delivery Date Date, if the Transfer Agent is not participating in FAST, a certificate representing for the Securities so delivered number of New Conversion Shares to which the Company by Holder is entitled and register such Buyer that New Conversion Shares on the Company’s share register or, if the Transfer Agent is free from all restrictive and other legends or (ii) participating in FAST, to credit the balance account of such Buyerthe Holder or the Holder’s or such Buyer’s nominee designee with DTC for such number of shares of New Conversion Shares or Warrant Shares so delivered submitted for legend removal by the Holder pursuant to the CompanySection 23.4 above (a “Delivery Failure”), then, in addition to all other remedies available to such Buyerthe Holder, the Company shall pay in cash to such Buyer the Holder on each day after the Required Share Delivery Date that the issuance or credit of and during such shares is not timely effected Delivery Failure an amount equal to 2% of the average VWAP product of (A) the sum of the Conversion Shares for number of shares of Common Stock not issued to the five (5) Trading Day period immediately preceding Holder on or prior to the Required Delivery Date multiplied and to which the Holder is entitled, and (B) any trading price of the Common Stock selected by the number Holder in writing as in effect at any time during the period beginning on the date of the delivery by the Holder to the Company of the applicable New Conversion Shares or Warrant Shares (as the case may be) required to be delivered and ending on the Required applicable Share Delivery Date. In addition to the foregoing, if on or prior to the Required Delivery Date if the Transfer Agent is not participating in FAST, the Company fails shall fail to so properly issue and deliver a certificate to the Holder and register such unlegended certificates or so properly shares of Common Stock on the Company’s share register or, if the Transfer Agent is participating in FAST, credit the balance account of such Buyerthe Holder or the Holder’s or such Buyer’s nominee designee with DTC for the number of shares of Common Stock to which the Holder submitted for legend removal by the Required Delivery DateHolder pursuant to Section 23.4 above, and if on or after such Trading Day the Required Delivery Date such Buyer purchases Holder acquires (in an open market transaction transaction, stock loan or otherwise) shares of Common Stock corresponding to deliver in satisfaction all or any portion of a sale by such Buyer the number of shares of Common Stock issuable upon such conversion that such Buyer anticipated receiving the Holder is entitled to receive from the Company without any restrictive legend and has not received from the Company in connection with such Delivery Failure (a “Buy-In”), then the Company shall, within three one (31) Trading Days Day after such Buyerthe Holder’s request and in such Buyerthe Holder’s sole discretion, either (i) pay cash to such Buyer the Holder in an amount equal to such Buyerthe 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 purchased acquired) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such Buyerthe Holder’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Buyer the Holder a certificate or certificates or credit such Buyerthe balance account of the Holder or the Holder’s designee with DTC account representing such number of shares of Common Stock that would have been issued so delivered if the Company timely complied with its obligations hereunder and pay cash to such Buyer the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of New Conversion Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Buyer the Holder by the Required Delivery Date times multiplied by (B) the average VWAP lowest Closing Sale Price (as defined in the Series C Certificate of Designations) of the Common Stock for the five (5) on any Trading Day during the period immediately preceding commencing on the Required date of the delivery by the Holder to the Company of the applicable New Conversion Shares and ending on the date of such delivery and payment under this clause (ii). Nothing shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) as required pursuant to the terms hereof. Notwithstanding anything herein to the contrary, with respect to any given Delivery DateFailure, this Section 23.5 shall not apply to the applicable Holder the extent the Company has already paid such amounts in full to the Holder with respect to such Delivery Failure pursuant to the analogous sections of the Series C Certificate of Designations.

Failure to Timely Deliver; Buy-In. If the Company fails to (i) issue and deliver (or cause to be delivered) to a Buyer by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Buyer that is free from all restrictive and other legends or (ii) credit the balance account of such Buyer’s or such Buyer’s nominee with DTC for such number of shares of Conversion Shares or Warrant Shares so delivered to the Company, then, in addition to all other remedies available to such Buyer, the Company shall pay in cash to such Buyer on each day Trading Day (as defined in the Warrant) after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 21% of the average VWAP product of the Conversion Shares for the five (5A) Trading Day period immediately preceding the Required Delivery Date multiplied by the number of Conversion Shares shares of Common Stock not so delivered or Warrant Shares credited (as the case may be) required to be delivered such Buyer or such Buyer’s nominee multiplied by (B) the Closing Sale Price (as defined in the Warrants) of the Common Stock on the Trading Day immediately preceding the Required Delivery Date. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such Buyer’s or such Buyer’s nominee with DTC by the Required Delivery Date, and if on or after the Required Delivery Date such Buyer (or any other Person in respect, or on behalf, of such Buyer) purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Buyer of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, that such Buyer so anticipated receiving from the Company without any restrictive legend (a “Buy-In”)legend, then then, in addition to all other remedies available to such Buyer, the Company shall, within three five (35) Trading Days after such Buyer’s request and in such Buyer’s sole discretion, either (i) pay cash to such Buyer in an amount equal to such Buyer’s total purchase price (including brokerage commissionscommissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if any) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such Buyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Buyer a certificate or certificates or credit such Buyer’s DTC account representing such number of shares of Common Stock that would have been issued so delivered if the Company timely complied with its obligations hereunder and pay cash to such Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Buyer by the Required Delivery Date times multiplied by (B) the average VWAP lowest Closing Sale Price of the Common Stock for the five (5) on any Trading Day during the period immediately preceding commencing on the Required Delivery Datedate of the delivery by such Buyer to the Company of the applicable Conversion Shares or Warrant Shares (as the case may be) and ending on the date of such delivery and payment under this clause (ii).

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

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

Failure to Timely Deliver; Buy-In. If the Company fails fails, for any reason or for no reason, to (i) issue and deliver (or cause to be delivered) to a Buyer the Holder (or its designee) by the Required Delivery Date Date, if the Transfer Agent is not participating in FAST, a certificate representing for the Securities so delivered number of New Conversion Shares to which the Company by Holder is entitled and register such Buyer that New Conversion Shares on the Company’s share register or, if the Transfer Agent is free from all restrictive and other legends or (ii) participating in FAST, to credit the balance account of such Buyerthe Holder or the Holder’s or such Buyer’s nominee designee with DTC for such number of shares of New Conversion Shares or Warrant Shares so delivered submitted for legend removal by the Holder pursuant to the CompanySection 21(d) above (a “Delivery Failure”), then, in addition to all other remedies available to such Buyerthe Holder, the Company shall pay in cash to such Buyer the Holder on each day after the Required Share Delivery Date that the issuance or credit of and during such shares is not timely effected Delivery Failure an amount equal to 2% of the average VWAP product of (A) the sum of the Conversion Shares for number of shares of Common Stock not issued to the five (5) Trading Day period immediately preceding Holder on or prior to the Required Delivery Date multiplied and to which the Holder is entitled, and (B) any trading price of the Common Stock selected by the number Holder in writing as in effect at any time during the period beginning on the date of the delivery by the Holder to the Company of the applicable New Conversion Shares or Warrant Shares (as the case may be) required to be delivered and ending on the Required applicable Share Delivery Date. In addition to the foregoing, if on or prior to the Required Delivery Date if the Transfer Agent is not participating in FAST, the Company fails shall fail to so properly issue and deliver a certificate to the Holder and register such unlegended certificates or so properly shares of Common Stock on the Company’s share register or, if the Transfer Agent is participating in FAST, credit the balance account of such Buyerthe Holder or the Holder’s or such Buyer’s nominee designee with DTC for the number of shares of Common Stock to which the Holder submitted for legend removal by the Required Delivery DateHolder pursuant to Section 21(d) above, and if on or after such Trading Day the Required Delivery Date such Buyer purchases Holder acquires (in an open market transaction transaction, stock loan or otherwise) shares of Common Stock corresponding to deliver in satisfaction all or any portion of a sale by such Buyer the number of shares of Common Stock issuable upon such exercise that such Buyer anticipated receiving the Holder is entitled to receive from the Company without any restrictive legend and has not received from the Company in connection with such Delivery Failure (a “Buy-In”), then the Company shall, within three one (31) Trading Days Day after such Buyerthe Holder’s request and in such Buyerthe Holder’s sole discretion, either (i) pay cash to such Buyer the Holder in an amount equal to such Buyerthe 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 purchased acquired) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such Buyerthe Holder’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Buyer the Holder a certificate or certificates or credit such Buyerthe balance account of the Holder or the Holder’s designee with DTC account representing such number of shares of Common Stock that would have been issued so delivered if the Company timely complied with its obligations hereunder and pay cash to such Buyer the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of New Conversion Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Buyer the Holder by the Required Delivery Date times multiplied by (B) the average VWAP lowest Closing Sale Price (as defined in the New Certificate of Designation) of the Common Stock for the five (5) on any Trading Day during the period immediately preceding commencing on the Required date of the delivery by the Holder to the Company of the applicable New Conversion Shares and ending on the date of such delivery and payment under this clause (ii). Nothing shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) as required pursuant to the terms hereof. Notwithstanding anything herein to the contrary, with respect to any given Delivery DateFailure, this Section 21(e) shall not apply to the applicable Holder the extent the Company has already paid such amounts in full to the Holder with respect to such Delivery Failure pursuant to the analogous sections of the New Certificate of Designation.

Failure to Timely Deliver; Buy-In. If the Company fails to (i) issue and deliver (or cause to be delivered) to a Buyer by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Buyer that is free from all restrictive and other legends or (ii) credit the balance account of such Buyer’s or such Buyer’s nominee with DTC for such number of shares of Conversion Shares or Warrant Shares so delivered to the Company, then, in addition to all other remedies available to such Buyer, the Company shall pay in cash to such Buyer on each day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 2% of the average VWAP of the Conversion Shares for the five (5) Trading Day period immediately preceding the Required Delivery Date multiplied by the number of Conversion Shares or Warrant Shares (as the case may be) required to be delivered on the Required Delivery Date. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such Buyer’s or such Buyer’s nominee with DTC by the Required Delivery Date, and if on or after the Required Delivery Date such Buyer (or any other Person in respect, or on behalf, of such Buyer) purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Buyer of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, that such Buyer so anticipated receiving from the Company without any restrictive legend (a “Buy-In”)legend, then then, in addition to all other remedies available to such Buyer, the Company shall, within three five (35) Trading Days (as defined in the Note) after such Buyer’s request and in such Buyer’s sole discretion, either (i) pay cash to such Buyer in an amount equal to such Buyer’s total purchase price (including brokerage commissionscommissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if any) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such Buyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Buyer a certificate or certificates or credit such Buyer’s DTC account representing such number of shares of Common Stock that would have been issued so delivered if the Company timely complied with its obligations hereunder and pay cash to such Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Buyer by the Required Delivery Date times multiplied by (B) the average VWAP lowest Closing Sale Price (as defined in the Warrants) of the Common Stock for the five (5) on any Trading Day during the period immediately preceding commencing on the Required Delivery Datedate of the delivery by such Buyer to the Company of the applicable Conversion Shares or Warrant Shares (as the case may be) and ending on the date of such delivery and payment under this clause (ii).

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

Failure to Timely Deliver; Buy-In. If the Company fails to (i) issue and deliver (or cause to be delivered) to a Buyer by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Buyer that is free from all restrictive and other legends or (ii) credit the balance account of such Buyer’s or such Buyer’s nominee with DTC for such number of shares of Conversion Common Shares or Warrant Shares so delivered to the Company, then, in addition to all other remedies available to such Buyer, the Company shall pay in cash to such Buyer on each day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 21% of the average VWAP product of (A) the Conversion Shares for the five (5) Trading Day period immediately preceding the Required Delivery Date multiplied by sum of the number of Conversion shares of Common Shares or Warrant Shares (as the case may be) required not issued to be delivered such Buyer on a timely basis and to which such Buyer is entitled and (B) the Closing Sale Price (as defined in the Warrants) of the Common Stock on the Trading Day immediately preceding the Required Delivery Date. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such Buyer’s or such Buyer’s nominee with DTC by the Required Delivery Date, and if on or after the Required Delivery Date such Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Buyer of shares of Common Stock that such Buyer anticipated receiving from the Company without any restrictive legend (a “Buy-In”)legend, then then, in addition to all other remedies available to such Buyer, the Company shall, within three (3) Trading Days after such Buyer’s request and in such Buyer’s sole discretion, either (i) pay cash to such Buyer in an amount equal to such Buyer’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate or credit such Buyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to deliver to such Buyer a certificate or certificates or credit such Buyer’s DTC account representing such number of shares of Common Stock that would have been issued if the Company timely complied with its obligations hereunder and pay cash to such Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Common Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Buyer by the Required Delivery Date times (B) the average VWAP Closing Sale Price of the Common Stock for on the five (5) Trading Day period immediately preceding the Required Delivery Date.

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

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

Failure to Timely Deliver; Buy-In. If the Company fails to (i) issue and deliver (or cause to be delivered) to a Buyer by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Buyer that is free from all restrictive and other legends or (ii) credit the balance account of such Buyer’s or such Buyer’s nominee with DTC for such number of shares of Conversion Shares or Warrant Shares so delivered to the Company, then, in addition to all other remedies available to such Buyer, the Company shall pay in cash to such Buyer on each day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 21.5% of the average VWAP product of (A) the Conversion Shares for the five (5) Trading Day period immediately preceding the Required Delivery Date multiplied by the aggregate number of Conversion Shares or Warrant Shares not issued to such Buyer on a timely basis and to which such Buyer is entitled and (as B) the case may be) required to be delivered Closing Sale Price of the Common Stock on the Required Delivery DateTrading Day immediately preceding the last possible date on which the Company could have issued such Conversion Shares to the Holder without violating Section 5(d). In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such Buyer’s or such Buyer’s nominee with DTC by the Required Delivery Date, and if on or after the Required Delivery Date such Buyer (or any other Person in respect, or on behalf, of such Buyer) purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Buyer of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, that such Buyer so anticipated receiving from the Company without any restrictive legend (a “Buy-In”)legend, then then, in addition to all other remedies available to such Buyer, the Company shall, within three (3) Trading Days after such Buyer’s request and in such Buyer’s sole discretion, either (i) pay cash to such Buyer in an amount equal to such Buyer’s total purchase price (including brokerage commissionscommissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if any) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such Buyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Buyer a certificate or certificates or credit such Buyer’s DTC account representing such number of shares of Common Stock that would have been issued so delivered if the Company timely complied with its obligations hereunder and pay cash to such Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Buyer by the Required Delivery Date times multiplied by (B) the average VWAP lowest Closing Sale Price (as defined in the Certificate of Designations) of the Common Stock for the five (5) on any Trading Day during the period immediately preceding commencing on the Required Delivery Datedate of the delivery by such Buyer to the Company of the applicable Conversion Shares and ending on the date of such delivery and payment under this clause (ii).

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

Failure to Timely Deliver; Buy-In. If the Company fails to (i) issue and deliver (or cause to be delivered) to a Buyer Holder by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Buyer Holder that is free from all restrictive and other legends or (ii) credit the balance account of such BuyerHolder’s or such BuyerHolder’s nominee with DTC for such number of shares of Conversion Shares or Warrant Shares Securities so delivered to the Company, then, in addition to all other remedies available to such BuyerHolder, at the sole discretion of Holder, the Company shall shall: (i) pay in cash to such Buyer Holder on each day Trading Day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 21% of the average VWAP product of the Conversion Shares for the five (5A) Trading Day period immediately preceding the Required Delivery Date multiplied by the number of Conversion Shares shares of Common Stock not so delivered or Warrant Shares credited (as the case may be) required to be delivered Holder or Holder’s nominee multiplied by (B) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the Required Delivery Date. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such Buyer’s or such Buyer’s nominee with DTC by the Required Delivery Date, and ; or (ii) if on or after the Required Delivery Date such Buyer Date, Holder (or any other Person in respect, or on behalf, of Holder) purchases (in an open market transaction or otherwise) shares of Common Stock (“Replacement Shares”) to deliver in satisfaction of a sale by such Buyer 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, that such Buyer Holder so anticipated receiving from the Company without any restrictive legend (a “Buy-In”)legend, then the Company shallthen, within three five (35) Trading Days after such BuyerHolder’s request and in such BuyerHolder’s sole discretion, either (ix) pay cash to such Buyer Holder in an amount equal to such BuyerHolder’s total purchase price (including brokerage commissionscommissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased Replacement Shares (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such BuyerHolder’s balance account shall terminate and such shares shall be cancelled, cancelled or (iiB) promptly honor its obligation to so deliver to such Buyer Holder a certificate or certificates or credit such BuyerHolder’s DTC account representing such number of shares of Common Stock that would have been issued so delivered if the Company timely complied with its obligations hereunder and pay cash to such Buyer Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A1) such number of shares of Conversion Shares or Warrant Shares (as the case may be) Common Stock that the Company was required to deliver to such Buyer Holder by the Required Delivery Date times multiplied by (B2) the average VWAP lowest Closing Sale Price of the Common Stock for the five (5) on any Trading Day during the period immediately preceding commencing on the Required Delivery Datedate Holder purchased Replacement Shares and ending on the date of such delivery and payment under this clause (ii).

Failure to Timely Deliver; Buy-In. If the Company fails to (i) issue and deliver (or cause to be delivered) to a Buyer by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Buyer that is free from all restrictive and other legends or (ii) following registration on a Registration Statement, credit the balance account of such Buyer’s or such Buyer’s nominee with DTC for such number of shares of Conversion Shares or Warrant Shares Securities so delivered to the Company, then, in addition to all other remedies available to such Buyer, the Company shall pay in cash to such Buyer on each day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 21% of the average VWAP of the Conversion Shares for the five (5) Trading Day period immediately preceding the Required Delivery Date multiplied by the number of Conversion Shares or Warrant Shares Exercise Price (as defined in the case may beapplicable Warrant) required attributable to be delivered on the Required Delivery DateSecurities that the issuance or credit of such was not timely effected. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such Buyer’s or such Buyer’s nominee with DTC by the Required Delivery Date, and if on or after the Required Delivery Date such Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Buyer of shares of Common Stock that such Buyer anticipated receiving from the Company without any restrictive legend (a “Buy-In”)legend, then then, in addition to all other remedies available to such Buyer, the Company shall, within three two (32) Trading Days after such Buyer’s request and in such Buyer’s sole discretion, either (i) pay cash to such Buyer in an amount equal to such Buyer’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate or credit such Buyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to deliver to such Buyer a certificate or certificates or credit such Buyer’s DTC account representing such number of shares of Common Stock that would have been issued if the Company timely complied with its obligations hereunder and pay cash to such Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Buyer by the Required Delivery Date times (B) the average VWAP Closing Sale Price (as defined in the Warrants) of the Common Stock for on the five (5) Trading Day period immediately preceding the Required Delivery Date.

Failure to Timely Deliver; Buy-In. If the Company is a Reporting Company and the Company improperly fails to (i) issue and deliver dispatch for delivery (or cause to be deliveredso dispatched) to a Buyer Designated Recipient by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Buyer that is free from all restrictive and other legends or (ii) credit the balance account of such BuyerDesignated Recipient’s or such BuyerDesignated Recipient’s nominee with DTC for such number of shares of Conversion Shares or Warrant Shares so delivered to the Company, then, in addition to all other remedies available to such Buyer, the Company shall pay in cash to such Buyer on each day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 2% of the average VWAP of the Conversion Shares for the five (5) Trading Day period immediately preceding the Required Delivery Date multiplied by the number of Conversion Shares or Warrant Shares (as the case may be) required to be delivered on the Required Delivery Date. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such Buyer’s or such Buyer’s nominee with DTC by the Required Delivery Date, and if on or after the business day immediately following the Required Delivery Date such Buyer (or any other Person in respect, or on behalf, of such Buyer) purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Buyer of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, that such Buyer so anticipated receiving from the Company without any restrictive legend (a the “Buy-InIn Shares”), then the Company shall, within three five (35) Trading Business Days after such Buyer’s request and in such Buyer’s sole discretion, either (ix) pay cash to such Buyer in an amount equal to such Buyer’s total purchase price (including brokerage commissionscommissions and other out of pocket expenses, if any) for the shares of Common Stock so purchased such Buy-In Shares (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such BuyerDesignated Recipient’s balance account shall terminate and such shares shall be cancelled, or (iiy) promptly honor its obligation to so deliver to such Buyer Designated Recipient a certificate or certificates or credit such BuyerDesignated Recipient’s DTC account representing such number of shares of Common Stock that would have been issued so delivered if the Company timely complied with its obligations hereunder and pay cash to such Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Buyer Designated Recipient by the Required Delivery Date times multiplied by (B) the average VWAP lowest closing sale price of the Common Stock for on the five Business Days during the period commencing on the date of the delivery by such Designated Recipient to the Company of the applicable Conversion Shares and ending on the date of such delivery and payment under this clause (5) Trading Day period immediately preceding the Required Delivery Datey).

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

Failure to Timely Deliver; Buy-In. If the Company fails to (i) issue and deliver (or cause to be delivered) to a Buyer Purchaser by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Buyer Purchaser that is free from all restrictive and other legends or (ii) credit the balance account of such BuyerPurchaser’s or such BuyerPurchaser’s nominee with DTC for such number of shares of Conversion Common Shares or Warrant Conversion Shares so delivered to the Company, then, in addition to all other remedies available to such Buyer, the Company shall pay in cash to such Buyer on each day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 2% of the average VWAP of the Conversion Shares for the five (5) Trading Day period immediately preceding the Required Delivery Date multiplied by the number of Conversion Shares or Warrant Shares (as the case may be) required to be delivered on the Required Delivery Date. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such Buyer’s or such Buyer’s nominee with DTC by the Required Delivery Date, and if on or after the Required Delivery Date such Buyer Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Buyer Purchaser of shares of Common Stock that such Buyer Purchaser anticipated receiving from the Company without any restrictive legend (a “Buy-In”)legend, then then, in addition to all other remedies available to such Purchaser, the Company shall, within three (3) Trading Days after such BuyerPurchaser’s request and in such BuyerPurchaser’s sole discretion, either (i) pay cash to such Buyer Purchaser in an amount equal to such BuyerPurchaser’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate or credit such BuyerPurchaser’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to deliver to such Buyer Purchaser a certificate or certificates or credit such BuyerPurchaser’s DTC account representing such number of shares of Common Stock that would have been issued if the Company timely complied with its obligations hereunder and pay cash to such Buyer Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Buyer Purchaser by the Required Delivery Date times (B) the average VWAP Closing Sale Price of the Common Stock for on the five (5) Trading Day period immediately preceding the Required Delivery Date. For so long as any Purchaser owns Securities, the Company will not effect or publicly announce its intention to effect any exchange, recapitalization or other transaction that effectively requires or rewards physical delivery of certificates evidencing the shares of Common Stock.

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

Failure to Timely Deliver; Buy-In. If At any time following the Business Combination Closing, for any Buyer that has converted the Notes into Conversion Shares if the Combined Company fails to (i) to, for any reason or for no reason, issue and deliver (or cause to be delivered) to a Buyer (or its designee) by the Required Delivery Date Date, either if the Transfer Agent is not participating in FAST, a certificate representing for the number of Exchange Securities so delivered to the Company by which such Buyer that is free from all restrictive entitled and other legends or (ii) register such Exchange Securities on the Combined Company’s share register or, if the Transfer Agent is participating in FAST, to credit the balance account of such Buyer’s Buyer or such Buyer’s nominee designee with DTC for such number of shares of Conversion Shares or Warrant Shares so delivered Exchange Securities to the Companywhich such Buyer is entitled (a “Delivery Failure”), then, in addition to all other remedies available to such Buyer, the Combined Company shall pay in cash to such Buyer on each day after the Required Share Delivery Date that the issuance or credit of and during such shares is not timely effected Delivery Failure an amount equal to 2% of the average VWAP product of (A) the sum of the Conversion Shares for the five (5) Trading Day period immediately preceding number of shares of Common Stock not issued to such Buyer on or prior to the Required Delivery Date multiplied and to which such Buyer is entitled, and (B) any trading price of the Common Stock selected by such Buyer in writing as in effect at any time during the number of Conversion Shares or Warrant Shares (as the case may be) required to be delivered period beginning on the Required Delivery Date and ending on the applicable Share Delivery Date. In addition to the foregoing, if on or prior to the Required Delivery Date, if the Transfer Agent is not participating in FAST, the Combined Company fails shall fail to so properly issue and deliver a certificate to a Buyer and register such unlegended certificates or so properly shares of Common Stock on the Combined Company’s share register or, if the Transfer Agent is participating in FAST, credit the balance account of such Buyer’s Buyer or such Buyer’s nominee designee with DTC by for the Required Delivery Datenumber of shares of Exchange Securities to which such Buyer is entitled, and if on or after the Required Delivery Date such Trading Day such Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Buyer of shares of Common Stock that the Exchange Securities to which such Buyer anticipated receiving is entitled to receive from the Combined Company without any restrictive legend (a “Buy-In”), then the Combined Company shall, within three two (32) Trading Days after such Buyer’s request and in such Buyer’s sole discretion, either (i) pay cash to such Buyer in an amount equal to such Buyer’s total purchase price (including brokerage commissionscommissions and other out-of-pocket expenses, if any) , for the shares of Common Stock so purchased purchased) (the “Buy-In Price”), at which point the Combined Company’s obligation to so deliver such certificate or credit such Buyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Buyer a certificate or certificates or credit the balance account of such Buyer or such Buyer’s designee with DTC account representing such number of shares of Common Stock that would have been issued so delivered if the Combined Company timely complied with its obligations hereunder and pay cash to such Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares or Warrant Shares (as the case may be) Exchange Securities that the Combined Company was required to deliver to such Buyer by the Required Delivery Date times multiplied by (B) the average VWAP lowest Closing Sale Price (as defined in the Notes) of the Common Stock for the five (5) on any Trading Day during the period immediately preceding commencing on the Required Delivery DateDate and ending on the date of such delivery and payment under this clause (ii). Nothing shall limit such ▇▇▇▇▇’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s or Combined Company’s, as applicable, failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) as required pursuant to the terms hereof. Notwithstanding anything herein to the contrary, with respect to any given Delivery Failure, this Section 6(d) shall not apply to the applicable Buyer to the extent the Combined Company has already paid such amounts in full to such Buyer with respect to such Delivery Failure, as applicable, pursuant to the analogous sections of the Note held by such Buyer.

Failure to Timely Deliver; Buy-In. If the Company fails to (i) issue and deliver (or cause to be delivered) to a Buyer by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Buyer that is free from all restrictive and other legends or (ii) credit the balance account of such Buyer’s or such Buyer’s nominee with DTC for such number of shares of Conversion Shares or Warrant Shares Securities so delivered to the Company, then, in addition to all other remedies available to such Buyer, at the sole discretion of Buyer, the Company shall shall: (i) pay in cash to such Buyer on each day Trading Day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 2% of the average VWAP product of the Conversion Shares for the five (5A) Trading Day period immediately preceding the Required Delivery Date multiplied by the number of Conversion Shares shares of Common Stock not so delivered or Warrant Shares credited (as the case may be) required to be delivered Buyer or Buyer’s nominee multiplied by (B) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the Required Delivery Date. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such Buyer’s or such Buyer’s nominee with DTC by the Required Delivery Date, and ; or (ii) if on or after the Required Delivery Date such Date, Buyer (or any other Person in respect, or on behalf, of Buyer) purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Buyer of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, that such Buyer so anticipated receiving from the Company without any restrictive legend (a “Buy-In”)legend, then the Company shallthen, within three five (35) Trading Days after such Buyer’s request and in such Buyer’s sole discretion, either (iA) pay cash to such Buyer in an amount equal to such Buyer’s total purchase price (including brokerage commissionscommissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such Buyer’s balance account shall terminate and such shares shall be cancelled, or (iiB) promptly honor its obligation to so deliver to such Buyer a certificate or certificates or credit such Buyer’s DTC account representing such number of shares of Common Stock that would have been issued so delivered if the Company timely complied with its obligations hereunder and pay cash to such Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A1) such number of shares of Common Stock that the Company was required to deliver to Buyer by the Required Delivery Date multiplied by (2) the lowest Closing Sale Price (as defined in the Warrants) of the Common Stock on any Trading Day during the period commencing on the date of the delivery by Buyer to the Company of the applicable Conversion Shares or Warrant Shares (as the case may be) that and ending on the Company was required to deliver to date of such Buyer by the Required Delivery Date times delivery and payment under this clause (B) the average VWAP of the Common Stock for the five (5) Trading Day period immediately preceding the Required Delivery Date).

Failure to Timely Deliver; Buy-In. If the Company fails to (i) issue and deliver (or cause to be delivered) to a Buyer by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Buyer that is free from all restrictive and other legends or (ii) credit the balance account of such Buyer’s or such Buyer’s nominee with DTC for such number of shares of Conversion Shares or Warrant Shares Securities so delivered to the Company, then, in addition to all other remedies available to such Buyer, at the sole discretion of Buyer, the Company shall shall: (i) pay in cash to such Buyer on each day Trading Day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 21% of the average VWAP product of the Conversion Shares for the five (5A) Trading Day period immediately preceding the Required Delivery Date multiplied by the number of Conversion Shares shares of Common Stock not so delivered or Warrant Shares credited (as the case may be) required to be delivered Buyer or Buyer’s nominee multiplied by (B) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the Required Delivery Date. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such Buyer’s or such Buyer’s nominee with DTC by the Required Delivery Date, and ; or (ii) if on or after the Required Delivery Date such Date, Buyer (or any other Person in respect, or on behalf, of Buyer) purchases (in an open market transaction or otherwise) shares of Common Stock (“Replacement Shares”) to deliver in satisfaction of a sale by such Buyer of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, that such Buyer so anticipated receiving from the Company without any restrictive legend (a “Buy-In”)legend, then the Company shallthen, within three five (35) Trading Days after such Buyer’s request and in such Buyer’s sole discretion, either (ix) pay cash to such Buyer in an amount equal to such Buyer’s total purchase price (including brokerage commissionscommissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased Replacement Shares (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such Buyer’s balance account shall terminate and such shares shall be cancelled, cancelled or (iiB) promptly honor its obligation to so deliver to such Buyer a certificate or certificates or credit such Buyer’s DTC account representing such number of shares of Common Stock that would have been issued so delivered if the Company timely complied with its obligations hereunder and pay cash to such Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A1) such number of shares of Conversion Shares or Warrant Shares (as the case may be) Common Stock that the Company was required to deliver to such Buyer by the Required Delivery Date times multiplied by (B2) the average VWAP lowest Closing Sale Price of the Common Stock for the five (5) on any Trading Day during the period immediately preceding commencing on the Required Delivery Datedate Buyer purchased Replacement Shares and ending on the date of such delivery and payment under this clause (ii).

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

Failure to Timely Deliver; Buy-In. If the Company fails to (i) issue and deliver (or cause to be delivered) to a Buyer by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Buyer that is free from all restrictive and other legends or (ii) credit the balance account of such BuyerB▇▇▇▇’s or such Buyer’s nominee with DTC for such number of shares of Conversion Shares or Warrant Shares Securities so delivered to the CompanyCompany by the Required Delivery Date, then, in addition to all other remedies available to such Buyer, at the sole discretion of Buyer, the Company shall shall: (i) pay in cash to such Buyer on each day Trading Day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 21% of the average VWAP product of the Conversion Shares for the five (5A) Trading Day period immediately preceding the Required Delivery Date multiplied by the number of Conversion Shares shares of Common Stock not so delivered or Warrant Shares credited (as the case may be) required to be delivered Buyer’s nominee multiplied by (B) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the Required Delivery Date. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such Buyer’s or such Buyer’s nominee with DTC by the Required Delivery Date, and ; or (ii) if on or after the Required Delivery Date such Date, Buyer (or any other Person in respect, or on behalf, of Buyer) purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Buyer of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock (the “Replacement Shares”) equal to all or any portion of the number of shares of Common Stock, that such Buyer so anticipated receiving from the Company without any restrictive legend (a “Buy-In”)legend, then the Company shallthen, within three one (31) Trading Days Day after such Buyer’s request and in such Buyer’s sole discretion, either (iA) pay cash to such Buyer in an amount equal to such Buyer’s total purchase price (including brokerage commissionscommissions and other out-of-pocket expenses, if any) for the shares of Common Stock Replacement Shares so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate or so credit such Buyer’s balance account shall terminate and such shares shall be cancelled, or (iiB) promptly honor its obligation to deliver to such Buyer a certificate or certificates or so credit such Buyer’s DTC account representing such number of shares of Common Stock that would have been issued so delivered if the Company timely complied with its obligations hereunder and pay cash to such Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A1) such number of shares of Conversion Shares or Warrant Common Stock that the Company was required to deliver to Buyer by the Required Delivery Date multiplied by (2) the lowest Closing Sale Price (as defined in the Warrants) of the Common Stock on any Trading Day during the period commencing on the date of the delivery by Buyer to the Company of the applicable Replacement Shares (as the case may be) that and ending on the Company was required to deliver to date of such Buyer by the Required Delivery Date times delivery and payment under this clause (B) the average VWAP of the Common Stock for the five (5) Trading Day period immediately preceding the Required Delivery Date).

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

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

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

Failure to Timely Deliver; Buy-In. If the Company fails fails, for any reason or for no reason, to (i) issue and deliver (or cause to be delivered) to a Buyer the Holder (or its designee) by the Required Delivery Date Date, if the Transfer Agent is not participating in FAST, a certificate representing for the Securities so delivered number of New Conversion Shares to which the Company by Holder is entitled and register such Buyer that New Conversion Shares on the Company’s share register or, if the Transfer Agent is free from all restrictive and other legends or (ii) participating in FAST, to credit the balance account of such Buyerthe Holder or the Holder’s or such Buyer’s nominee designee with DTC for such number of shares of New Conversion Shares or Warrant Shares so delivered submitted for legend removal by the Holder pursuant to the CompanySection 22(d) above (a “Delivery Failure”), then, in addition to all other remedies available to such Buyerthe Holder, the Company shall pay in cash to such Buyer the Holder on each day after the Required Share Delivery Date that the issuance or credit of and during such shares is not timely effected Delivery Failure an amount equal to 2% of the average VWAP product of (A) the sum of the Conversion Shares for number of shares of Common Stock not issued to the five (5) Trading Day period immediately preceding Holder on or prior to the Required Delivery Date multiplied and to which the Holder is entitled, and (B) any trading price of the Common Stock selected by the number Holder in writing as in effect at any time during the period beginning on the date of the delivery by the Holder to the Company of the applicable New Conversion Shares or Warrant Shares (as the case may be) required to be delivered and ending on the Required applicable Share Delivery Date. In addition to the foregoing, if on or prior to the Required Delivery Date if the Transfer Agent is not participating in FAST, the Company fails shall fail to so properly issue and deliver a certificate to the Holder and register such unlegended certificates or so properly shares of Common Stock on the Company’s share register or, if the Transfer Agent is participating in FAST, credit the balance account of such Buyerthe Holder or the Holder’s or such Buyer’s nominee designee with DTC for the number of shares of Common Stock to which the Holder submitted for legend removal by the Required Delivery DateHolder pursuant to Section 22(d) above, and if on or after such Trading Day the Required Delivery Date such Buyer purchases Holder acquires (in an open market transaction transaction, stock loan or otherwise) shares of Common Stock corresponding to deliver in satisfaction all or any portion of a sale by such Buyer the number of shares of Common Stock issuable upon such exercise that such Buyer anticipated receiving the Holder is entitled to receive from the Company without any restrictive legend and has not received from the Company in connection with such Delivery Failure (a “Buy-In”), then the Company shall, within three one (31) Trading Days Day after such Buyerthe Holder’s request and in such Buyerthe Holder’s sole discretion, either (i) pay cash to such Buyer the Holder in an amount equal to such Buyerthe 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 purchased acquired) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such Buyerthe Holder’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Buyer the Holder a certificate or certificates or credit such Buyerthe balance account of the Holder or the Holder’s designee with DTC account representing such number of shares of Common Stock that would have been issued so delivered if the Company timely complied with its obligations hereunder and pay cash to such Buyer the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of New Conversion Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Buyer the Holder by the Required Delivery Date times multiplied by (B) the average VWAP lowest Closing Sale Price (as defined in the New Certificate of Designations) of the Common Stock for the five (5) on any Trading Day during the period immediately preceding commencing on the Required date of the delivery by the Holder to the Company of the applicable New Conversion Shares and ending on the date of such delivery and payment under this clause (ii). Nothing shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) as required pursuant to the terms hereof. Notwithstanding anything herein to the contrary, with respect to any given Delivery DateFailure, this Section 22(e) shall not apply to the applicable Holder the extent the Company has already paid such amounts in full to the Holder with respect to such Delivery Failure pursuant to the analogous sections of the New Certificate of Designations.

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

Failure to Timely Deliver; Buy-In. If the Company fails to (i) issue and deliver (or cause to be delivered) to a Buyer by the second (2nd) Trading Day following the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Buyer that is free from all restrictive and other legends or (ii) credit the balance account of such Buyer’s or such Buyer’s nominee with DTC for such number of shares of Conversion Common Shares or Warrant Shares so delivered to the Company, then, in addition to all other remedies available to such Buyer, the Company shall pay in cash to such Buyer on each day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 21% of the average VWAP product of (A) the Conversion Shares for the five (5) Trading Day period immediately preceding the Required Delivery Date multiplied by sum of the number of Conversion shares of Common Shares or Warrant Shares (as the case may be) required not issued to be delivered such Buyer on a timely basis and to which such Buyer is entitled and (B) the Closing Sale Price (as defined in the Warrants) of the Common Stock on the Trading Day immediately preceding the Required Delivery Date. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such Buyer’s or such Buyer’s nominee with DTC by the Required Delivery Date, and if on or after the Required Delivery Date such Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Buyer of shares of Common Stock that such Buyer anticipated receiving from the Company without any restrictive legend (a “Buy-In”)legend, then then, in addition to all other remedies available to such Buyer, the Company shall, within three (3) Trading Days after such Buyer’s request and in such Buyer’s sole discretion, either (i) pay cash to such Buyer in an amount equal to such Buyer’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate or credit such Buyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to deliver to such Buyer a certificate or certificates or credit such Buyer’s DTC account representing such number of shares of Common Stock that would have been issued if the Company timely complied with its obligations hereunder and pay cash to such Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Common Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Buyer by the Required Delivery Date times (B) the average VWAP Closing Sale Price of the Common Stock for on the five (5) Trading Day period immediately preceding the Required Delivery Date.

Failure to Timely Deliver; Buy-In. If the Company fails to (i) issue and deliver (or cause to be delivered) to a Buyer by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Buyer that is free from all restrictive and other legends in accordance with Section 5(d) above, or (ii) credit the balance account of such Buyer’s or such Buyer’s nominee with DTC for such number of shares of Conversion Shares or Warrant Shares so delivered to the Company, then, in addition to all other remedies available to such Buyer, the Company shall pay in cash to such Buyer on each day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 2% of the average VWAP original principal amount of the Conversion Shares for the five (5) Trading Day period immediately preceding the Required Delivery Date multiplied by the number of Conversion Shares or Warrant Shares (as the case may be) required to be delivered on the Required Delivery Datesuch Buyer’s Note. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such Buyer’s or such Buyer’s nominee with DTC by the Required Delivery Date, and if on or after the Required Delivery Date such Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Buyer of shares of Common Stock that such Buyer anticipated receiving from the Company without any restrictive legend (a “Buy-In”), then the Company shall, within three two (32) Trading Days after such Buyer’s request and in such Buyer’s sole discretion, either (i) pay cash to such Buyer in an amount equal to such Buyer’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate or credit such Buyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to deliver to such Buyer a certificate or certificates or credit such Buyer’s DTC account representing such number of shares of Common Stock that would have been issued if the Company timely complied with its obligations hereunder and pay cash to such Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Buyer by the Required Delivery Date times (B) the average VWAP of the Common Stock for the five (5) Trading Day period immediately preceding the Required Delivery Date.

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

Failure to Timely Deliver; Buy-In. If the Company fails to (i) issue and deliver (or cause to be delivered) to a Buyer by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Buyer that is free from all restrictive and other legends or (ii) credit the balance account of such Buyer’s or such Buyer’s nominee with DTC for such number of shares of Conversion Shares or Warrant Shares Securities so delivered to the CompanyCompany by the Required Delivery Date, then, in addition to all other remedies available to such Buyer, at the sole discretion of such Buyer, the Company shall shall: (i) pay in cash to such Buyer on each day Trading Day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 21% of the average VWAP product of the Conversion Shares for the five (5A) Trading Day period immediately preceding the Required Delivery Date multiplied by the number of Conversion Shares shares of Common Stock not so delivered or Warrant Shares credited (as the case may be) required to be delivered such Buyer or Buyer’s nominee multiplied by (B) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the Required Delivery Date. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such Buyer’s or such Buyer’s nominee with DTC by the Required Delivery Date, and ; or (ii) if on or after the Required Delivery Date Date, such Buyer (or any other Person in respect, or on behalf, of such Buyer) purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Buyer of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock (the “Replacement Shares”) equal to all or any portion of the number of shares of Common Stock, that such Buyer so anticipated receiving from the Company without any restrictive legend (a “Buy-In”)legend, then the Company shallthen, within three one (31) Trading Days Day after such Buyer▇▇▇▇▇’s request and in such Buyer’s sole discretion, either either (iA) pay cash to such Buyer in an amount equal to such Buyer’s total purchase price (including brokerage commissionscommissions and other out-of-pocket expenses, if any) for the shares of Common Stock Replacement Shares so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate or so credit such Buyer’s balance account shall terminate and such shares shall be cancelled, or (iiB) promptly honor its obligation to deliver to such Buyer a certificate or certificates or so credit such Buyer’s DTC account representing such number of shares of Common Stock that would have been issued so delivered if the Company timely complied with its obligations hereunder and pay cash to such Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A1) such number of shares of Conversion Shares or Warrant Shares (as the case may be) Common Stock that the Company was required to deliver to such Buyer by the Required Delivery Date times multiplied by (B2) the average VWAP lowest Closing Sale Price (as defined in the Convertible Notes) of the Common Stock for the five (5) on any Trading Day during the period immediately preceding commencing on the Required Delivery Datedate of the delivery by such Buyer to the Company of the applicable Replacement Shares (as the case may be) and ending on the date of such delivery and payment under this clause (B).

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

Failure to Timely Deliver; Buy-In. If After the Company is an issuer subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, if the Company fails to (i) issue and deliver (or cause to be delivered) to a Buyer by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Buyer that is free from all restrictive and other legends or (ii) credit the balance account of such Buyer’s or such Buyer’s nominee with DTC for such number of shares of Conversion Shares or Warrant Shares so delivered to the Company, then, in addition to all other remedies available to such Buyer, the Company shall pay in cash to such Buyer on each day Business Day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 2% of the average VWAP product of the Conversion Shares for the five (5A) Trading Day period immediately preceding the Required Delivery Date multiplied by the number of Conversion Shares shares of Common Stock not so delivered or Warrant Shares credited (as the case may be) required to be delivered such Buyer or such Buyer’s nominee multiplied by (B) the Closing Sale Price of the Common Stock on the trading day immediately preceding the Required Delivery Date. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such Buyer’s or such Buyer’s nominee with DTC by the Required Delivery Date, and if on or after the Required Delivery Date such Buyer (or any other Person in respect, or on behalf, of such Buyer) purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Buyer of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, that such Buyer so anticipated receiving from the Company without any restrictive legend (a “Buy-In”)legend, then then, in addition to all other remedies available to such Buyer, the Company shall, within three five (35) Trading Business Days after such Buyer’s request and in such Buyer’s sole discretion, either (i1) pay cash to such Buyer in an amount equal to such Buyer’s total purchase price (including brokerage commissionscommissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if any) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such Buyer’s balance account shall terminate and such shares shall be cancelled, or (ii2) promptly honor its obligation to so deliver to such Buyer a certificate or certificates or credit such Buyer’s DTC account representing such number of shares of Common Stock that would have been issued so delivered if the Company timely complied with its obligations hereunder and pay cash to such Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (Aa) such number of shares of Conversion Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Buyer by the Required Delivery Date times multiplied by (Bb) the average VWAP lowest closing sale price of the Common Stock for on any Business Day during the five period commencing on the date of the delivery by such Buyer to the Company of the applicable Conversion Shares and ending on the date of such delivery and payment under this clause (5) Trading Day period immediately preceding the Required Delivery Date2).

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

Failure to Timely Deliver; Buy-In. If the Company fails to (i) issue and deliver (or cause to be delivered) to a Buyer by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Buyer that is free from all restrictive and other legends or (ii) following registration on a Registration Statement, credit the balance account of such Buyer’s or such Buyer’s nominee with DTC for such number of shares of Conversion Shares or Warrant Shares Securities so delivered to the Company, then, in addition to all other remedies available to such Buyer, the Company shall pay in cash to such Buyer on each day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 2% of the average VWAP of the Conversion Shares for the five (5) Trading Day period immediately preceding the Required Delivery Date multiplied by the number of Conversion Shares or Warrant Shares Stated Value (as defined in the case may beCertificate of Designations, Preferences and Rights of Series B Preferred Stock) required or Exercise Price (as defined in the applicable Warrant) attributable to be delivered on the Required Delivery DateSecurities that the issuance or credit of such was not timely effected. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such Buyer’s or such Buyer’s nominee with DTC by the Required Delivery Date, and if on or after the Required Delivery Date such Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Buyer of shares of Common Stock that such Buyer anticipated receiving from the Company without any restrictive legend (a “Buy-In”)legend, then then, in addition to all other remedies available to such Buyer, the Company shall, within three (3) Trading Days after such Buyer’s request and in such Buyer’s sole discretion, either (i) pay cash to such Buyer in an amount equal to such Buyer’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate or credit such Buyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to deliver to such Buyer a certificate or certificates or credit such Buyer’s DTC account representing such number of shares of Common Stock that would have been issued if the Company timely complied with its obligations hereunder and pay cash to such Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Underlying Series B Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Buyer by the Required Delivery Date times (B) the average VWAP Closing Sale Price (as defined in the Warrants) of the Common Stock for on the five (5) Trading Day period immediately preceding the Required Delivery Date.

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

Failure to Timely Deliver; Buy-In. If the Company fails to (i) issue and deliver (or cause to be delivered) to a Buyer by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Buyer that is free from all restrictive and other legends or (ii) credit the balance account of such Buyer’s or such Buyer’s nominee with DTC for such number of shares of Conversion Shares or Warrant Shares Securities so delivered to the CompanyCompany by the Required Delivery Date, then, in addition to all other remedies available to such Buyer, at the sole discretion of such Buyer, the Company shall shall: (i) pay in cash to such Buyer on each day Trading Day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 21% of the average VWAP product of the Conversion Shares for the five (5A) Trading Day period immediately preceding the Required Delivery Date multiplied by the number of Conversion Shares shares of Common Stock not so delivered or Warrant Shares credited (as the case may be) required to be delivered such Buyer or Buyer’s nominee multiplied by (B) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the Required Delivery Date. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates ; or so properly credit the balance account of such Buyer’s or such Buyer’s nominee with DTC by the Required Delivery Date, and (ii) if on or after the Required Delivery Date Date, such Buyer (or any other Person in respect, or on behalf, of such Buyer) purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Buyer of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock (the “Replacement Shares”) equal to all or any portion of the number of shares of Common Stock, that such Buyer so anticipated receiving from the Company without any restrictive legend (a “Buy-In”)legend, then the Company shallthen, within three one (31) Trading Days Day after such Buyer’s request and in such Buyer’s sole discretion, either (iA) pay cash to such Buyer in an amount equal to such Buyer’s total purchase price (including brokerage commissionscommissions and other out-of-pocket expenses, if any) for the shares of Common Stock Replacement Shares so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate or so credit such Buyer’s balance account shall terminate and such shares shall be cancelled, or (iiB) promptly honor its obligation to deliver to such Buyer a certificate or certificates or so credit such Buyer’s DTC account representing such number of shares of Common Stock that would have been issued so delivered if the Company timely complied with its obligations hereunder and pay cash to such Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A1) such number of shares of Conversion Shares or Warrant Shares (as the case may be) Common Stock that the Company was required to deliver to such Buyer by the Required Delivery Date times multiplied by (B2) the average VWAP lowest Closing Sale Price (as defined in the Exchange Notes) of the Common Stock for the five (5) on any Trading Day during the period immediately preceding commencing on the Required Delivery Datedate of the delivery by such Buyer to the Company of the applicable Replacement Shares (as the case may be) and ending on the date of such delivery and payment under this clause (B).

Failure to Timely Deliver; Buy-In. If the Company fails fails, for any reason or for no reason, to (i) issue and deliver (or cause to be delivered) to a Buyer the Holder (or its designee) by the Required Delivery Date Date, if the Transfer Agent is not participating in FAST, a certificate representing for the Securities so delivered number of New Conversion Shares to which the Company by Holder is entitled and register such Buyer that New Conversion Shares on the Company’s share register or, if the Transfer Agent is free from all restrictive and other legends or (ii) participating in FAST, to credit the balance account of such Buyerthe Holder or the Holder’s or such Buyer’s nominee designee with DTC for such number of shares of New Conversion Shares or Warrant Shares so delivered submitted for legend removal by the Holder pursuant to the CompanySection 21(d) above (a “Delivery Failure”), then, in addition to all other remedies available to such Buyerthe Holder, the Company shall pay in cash to such Buyer the Holder on each day after the Required Share Delivery Date that the issuance or credit of and during such shares is not timely effected Delivery Failure an amount equal to 21% of the average VWAP product of (A) the sum of the Conversion number of Ordinary Shares for not issued to the five (5) Trading Day period immediately preceding Holder on or prior to the Required Delivery Date multiplied and to which the Holder is entitled, and (B) any trading price of the Ordinary Shares selected by the number Holder in writing as in effect at any time during the period beginning on the date of the delivery by the Holder to the Company of the applicable New Conversion Shares or Warrant Shares (as the case may be) required to be delivered and ending on the Required applicable Share Delivery Date. In addition to the foregoing, if on or prior to the Required Delivery Date if the Transfer Agent is not participating in FAST, the Company fails shall fail to so properly issue and deliver a certificate to the Holder and register such unlegended certificates or so properly Ordinary Shares on the Company’s share register or, if the Transfer Agent is participating in FAST, credit the balance account of such Buyerthe Holder or the Holder’s or such Buyer’s nominee designee with DTC for the number of Ordinary Shares to which the Holder submitted for legend removal by the Required Delivery DateHolder pursuant to Section 21(d) above, and if on or after such Trading Day the Required Delivery Date such Buyer purchases Holder acquires (in an open market transaction transaction, stock loan or otherwise) shares Ordinary Shares corresponding to all or any portion of Common Stock the number of Ordinary Shares issuable upon such exercise that the Holder is entitled to deliver in satisfaction of a sale by such Buyer of shares of Common Stock that such Buyer anticipated receiving receive from the Company without any restrictive legend and has not received from the Company in connection with such Delivery Failure (a “Buy-In”), then the Company shall, within three one (31) Trading Days Day after such Buyerthe Holder’s request and in such Buyerthe Holder’s sole discretion, either (i) pay cash to such Buyer the Holder in an amount equal to such Buyerthe 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 Ordinary Shares so purchased acquired) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such Buyerthe Holder’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Buyer the Holder a certificate or certificates or credit such Buyerthe balance account of the Holder or the Holder’s designee with DTC account representing such number of shares of Common Stock Ordinary Shares that would have been issued so delivered if the Company timely complied with its obligations hereunder and pay cash to such Buyer the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of New Conversion Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Buyer the Holder by the Required Delivery Date times multiplied by (B) the average VWAP lowest Closing Sale Price (as defined in the Memorandum and Articles of Association) of the Common Stock for the five (5) Ordinary Shares on any Trading Day during the period immediately preceding commencing on the Required date of the delivery by the Holder to the Company of the applicable New Conversion Shares and ending on the date of such delivery and payment under this clause (ii). Nothing shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing Ordinary Shares (or to electronically deliver such Ordinary Shares) as required pursuant to the terms hereof. Notwithstanding anything herein to the contrary, with respect to any given Delivery DateFailure, this Section 21(e) shall not apply to the applicable Holder the extent the Company has already paid such amounts in full to the Holder with respect to such Delivery Failure pursuant to the analogous sections of the Memorandum and Articles of Association.

Failure to Timely Deliver; Buy-In. If the Company fails to (i) issue and deliver credit (or cause to be deliveredcredited) to a Buyer by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Buyer that is free from all restrictive and other legends or (ii) credit the balance account of such Buyer’s or such Buyer’s nominee with DTC for such number of shares of Conversion Shares or Warrant Shares Securities so required to be delivered to by the Company, then, in addition to all other remedies available to such Buyer, at the sole discretion of Buyer, the Company shall shall: (i) pay in cash to such Buyer on each day Trading Day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 21% of the average VWAP product of the Conversion Shares for the five (5A) Trading Day period immediately preceding the Required Delivery Date multiplied by the number of Conversion Shares shares of Common Stock not so delivered or Warrant Shares credited (as the case may be) required to be delivered Buyer or Buyer’s nominee multiplied by (B) the Closing Sale Price of the shares of Common Stock on the Trading Day immediately preceding the Required Delivery Date. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such Buyer’s or such Buyer’s nominee with DTC by the Required Delivery Date, and ; or (ii) if on or after the Required Delivery Date such Date, Buyer (or any other Person in respect, or on behalf, of Buyer) purchases (in an open market transaction or otherwise) shares of Common Stock (“Replacement Shares”) to deliver in satisfaction of a sale by such Buyer of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, that such Buyer so anticipated receiving from the Company without any restrictive legend (a “Buy-In”)legend, then the Company shallthen, within three five (35) Trading Days after such Buyer’s request and in such Buyer’s sole discretion, either (ix) pay cash to such Buyer in an amount equal to such Buyer’s total purchase price (including brokerage commissionscommissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased Replacement Shares (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate or credit such BuyerB▇▇▇▇’s balance account shall terminate and such shares shall be cancelled, cancelled or (iiB) promptly honor its obligation to so deliver to such Buyer a certificate or certificates or credit such Buyer’s DTC account representing such number of shares of Common Stock that would have been issued so delivered if the Company timely complied with its obligations hereunder and pay cash to such Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A1) such number of shares of Conversion Shares or Warrant Shares (as the case may be) Common Stock that the Company was required to deliver to such Buyer by the Required Delivery Date times multiplied by (B2) the average VWAP lowest Closing Sale Price of the shares of Common Stock for the five (5) on any Trading Day during the period immediately preceding commencing on the Required Delivery Datedate Buyer purchased Replacement Shares and ending on the date of such delivery and payment under this clause (ii).

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

Failure to Timely Deliver; Buy-In. If the Company fails to (i) issue and deliver (or cause to be delivered) to a Buyer by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Buyer that is free from all restrictive and other legends or (ii) credit the balance account of such Buyer’s or such Buyer’s nominee with DTC for such number of shares of Conversion Shares or Warrant Shares Securities so delivered to the Company, then, in addition to all other remedies available to such Buyer, at the sole discretion of Buyer, the Company shall shall: (i) pay in cash to such Buyer on each day Trading Day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 21% of the average VWAP product of the Conversion Shares for the five (5A) Trading Day period immediately preceding the Required Delivery Date multiplied by the number of Conversion Shares shares of Common Stock not so delivered or Warrant Shares credited (as the case may be) required to be delivered Buyer or Buyer’s nominee multiplied by (B) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the Required Delivery Date. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such Buyer’s or such Buyer’s nominee with DTC by the Required Delivery Date, and ; or (ii) if on or after the Required Delivery Date such Date, Buyer (or any other Person in respect, or on behalf, of Buyer) purchases (in an open market transaction or otherwise) shares of Common Stock (“Replacement Shares”) to deliver in satisfaction of a sale by such Buyer of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, that such Buyer so anticipated receiving from the Company without any restrictive legend (a “Buy-In”)legend, then the Company shallthen, within three five (35) Trading Days after such Buyer’s request and in such Buyer’s sole ​ ​ discretion, either (ix) pay cash to such Buyer in an amount equal to such Buyer’s total purchase price (including brokerage commissionscommissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased Replacement Shares (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such Buyer’s balance account shall terminate and such shares shall be cancelled, cancelled or (iiB) promptly honor its obligation to so deliver to such Buyer a certificate or certificates or credit such Buyer’s DTC account representing such number of shares of Common Stock that would have been issued so delivered if the Company timely complied with its obligations hereunder and pay cash to such Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A1) such number of shares of Conversion Shares or Warrant Shares (as the case may be) Common Stock that the Company was required to deliver to such Buyer by the Required Delivery Date times multiplied by (B2) the average VWAP lowest Closing Sale Price of the Common Stock for the five (5) on any Trading Day during the period immediately preceding commencing on the Required Delivery Datedate Buyer purchased Replacement Shares and ending on the date of such delivery and payment under this clause (ii).

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

Failure to Timely Deliver; Buy-In. If the Company fails to (i) issue and deliver (or cause to be delivered) to a Buyer by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Buyer that is free from all restrictive and other legends or (ii) credit the balance account of such Buyer’s or such Buyer’s nominee with DTC for such number of shares of Conversion Shares or Warrant Interest Shares so delivered to the Company, then, in addition to all other remedies available to such Buyer, the Company shall pay in cash to such Buyer on each day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 2% of the average VWAP of the Conversion Shares for the five (5) Trading Day period immediately preceding the Required Delivery Date multiplied by the number of Conversion Shares or Warrant Shares (as the case may be) required to be delivered on the Required Delivery Date. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such Buyer’s or such Buyer’s nominee with DTC by the Required Delivery Date, and if on or after the Required Delivery Date such Buyer (or any other Person in respect, or on behalf, of such Buyer) purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Buyer of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, that such Buyer so anticipated receiving from the Company without any restrictive legend (a “Buy-In”)legend, then then, in addition to all other remedies available to such Buyer, the Company shall, within three five (35) Trading Days after such Buyer’s request and in such Buyer’s sole discretion, either (i) pay cash to such Buyer in an amount equal to such Buyer’s total purchase price (including brokerage commissionscommissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if any) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such Buyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Buyer a certificate or certificates or credit such Buyer’s DTC account representing such number of shares of Common Stock that would have been issued so delivered if the Company timely complied with its obligations hereunder and pay cash to such Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares or Warrant Interest Shares (as the case may be) that the Company was required to deliver to such Buyer by the Required Delivery Date times multiplied by (B) the average lowest VWAP (as defined in the Notes) of the Common Stock for the five (5) on any Trading Day during the period immediately preceding commencing on the Required Delivery Datedate of the delivery by such Buyer to the Company of the applicable Conversion Shares or Interest Shares (as the case may be) and ending on the date of such delivery and payment under this clause (ii).

Failure to Timely Deliver; Buy-In. If the Company fails to (i) issue and deliver (or cause to be delivered) to a Buyer by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Buyer that is free from all restrictive and other legends or (ii) credit the balance account of such BuyerB▇▇▇▇’s or such BuyerB▇▇▇▇’s nominee with DTC for such number of shares of Conversion Shares or Warrant Shares Securities so delivered to the CompanyCompany by the Required Delivery Date, then, in addition to all other remedies available to such Buyer, at the sole discretion of such Buyer, the Company shall shall: (i) pay in cash to such Buyer on each day Trading Day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 21% of the average VWAP product of the Conversion Shares for the five (5A) Trading Day period immediately preceding the Required Delivery Date multiplied by the number of Conversion Shares shares of Common Stock not so delivered or Warrant Shares credited (as the case may be) required to be delivered such Buyer or Buyer’s nominee multiplied by (B) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the Required Delivery Date. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates ; or so properly credit the balance account of such Buyer’s or such Buyer’s nominee with DTC by the Required Delivery Date, and (ii) if on or after the Required Delivery Date Date, such Buyer (or any other Person in respect, or on behalf, of such Buyer) purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Buyer of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock (the “Replacement Shares”) equal to all or any portion of the number of shares of Common Stock, that such Buyer so anticipated receiving from the Company without any restrictive legend (a “Buy-In”)legend, then the Company shallthen, within three one (31) Trading Days Day after such Buyer’s request and in such Buyer’s sole discretion, either (iA) pay cash to such Buyer in an amount equal to such Buyer’s total purchase price (including brokerage commissionscommissions and other out-of-pocket expenses, if any) for the shares of Common Stock Replacement Shares so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate or so credit such Buyer’s balance account shall terminate and such shares shall be cancelled, or (iiB) promptly honor its obligation to deliver to such Buyer a certificate or certificates or so credit such Buyer’s DTC account representing such number of shares of Common Stock that would have been issued so delivered if the Company timely complied with its obligations hereunder and pay cash to such Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A1) such number of shares of Conversion Shares or Warrant Shares (as the case may be) Common Stock that the Company was required to deliver to such Buyer by the Required Delivery Date times multiplied by (B2) the average VWAP lowest Closing Sale Price (as defined in the Convertible Notes) of the Common Stock for the five (5) on any Trading Day during the period immediately preceding commencing on the Required Delivery Datedate of the delivery by such Buyer to the Company of the applicable Replacement Shares (as the case may be) and ending on the date of such delivery and payment under this clause (B).

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

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

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

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

Failure to Timely Deliver; Buy-In. If For any Buyer that has converted the Company Notes into Conversion Shares if the SPAC fails to (i) to, for any reason or for no reason, issue and deliver (or cause to be delivered) to a Buyer (or its designee) by the Required Delivery Date Date, either if the Transfer Agent is not participating in FAST, a certificate representing for the number of Exchange Securities so delivered to the Company by which such Buyer that is free from all restrictive entitled and other legends or (ii) register such Exchange Securities on the SPAC’s share register or, if the Transfer Agent is participating in FAST, to credit the balance account of such Buyer’s Buyer or such Buyer’s nominee designee with DTC for such number of shares of Conversion Shares or Warrant Shares so delivered Exchange Securities to the Companywhich such Buyer is entitled (a “Delivery Failure”), then, in addition to all other remedies available to such Buyer, the Company SPAC shall pay in cash to such Buyer on each day after the Required Share Delivery Date that the issuance or credit of and during such shares is not timely effected Delivery Failure an amount equal to 2% of the average VWAP product of (A) the sum of the Conversion Shares for the five (5) Trading Day period immediately preceding number of shares of Common Stock not issued to such Buyer on or prior to the Required Delivery Date multiplied and to which such Buyer is entitled, and (B) any trading price of the Common Stock selected by such Buyer in writing as in effect at any time during the number of Conversion Shares or Warrant Shares (as the case may be) required to be delivered period beginning on the Required Delivery Date and ending on the applicable Share Delivery Date. In addition to the foregoing, if on or prior to the Company fails Required Delivery Date, if the Transfer Agent is not participating in FAST, the SPAC shall fail to so properly issue and deliver a certificate to a Buyer and register such unlegended certificates or so properly shares of Common Stock on the SPAC’s share register or, if the Transfer Agent is participating in FAST, credit the balance account of such Buyer’s Buyer or such Buyer’s nominee designee with DTC by for the Required Delivery Datenumber of shares of Exchange Securities to which such Buyer is entitled, and if on or after the Required Delivery Date such Trading Day such Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Buyer of shares of Common Stock that the Exchange Securities to which such Buyer anticipated receiving is entitled to receive from the Company without any restrictive legend SPAC (a “Buy-In”), then the Company SPAC shall, within three two (32) Trading Days after such Buyer’s request and in such Buyer’s sole discretion, either (i) pay cash to such Buyer in an amount equal to such Buyer’s total purchase price (including brokerage commissionscommissions and other out-of-pocket expenses, if any) , for the shares of Common Stock so purchased purchased) (the “Buy-In Price”), at which point the CompanySPAC’s obligation to so deliver such certificate or credit such Buyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Buyer a certificate or certificates or credit the balance account of such Buyer or such Buyer’s designee with DTC account representing such number of shares of Common Stock that would have been issued so delivered if the Company SPAC timely complied with its obligations hereunder and pay cash to such Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares or Warrant Shares (as the case may be) Exchange Securities that the Company SPAC was required to deliver to such Buyer by the Required Delivery Date times multiplied by (B) the average VWAP lowest Closing Sale Price (as defined in the Notes) of the Common Stock for the five (5) on any Trading Day during the period immediately preceding commencing on the Required Delivery DateDate and ending on the date of such delivery and payment under this clause (ii). Nothing shall limit such ▇▇▇▇▇’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s or SPAC’s, as applicable, failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) as required pursuant to the terms hereof. Notwithstanding anything herein to the contrary, with respect to any given Delivery Failure, this Section 5(e) shall not apply to the applicable Buyer to the extent the SPAC has already paid such amounts in full to such Buyer with respect to such Delivery Failure, as applicable, pursuant to the analogous sections of the Note held by such Buyer.

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

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

Failure to Timely Deliver; Buy-In. If the Company SPAC fails to (i) to, for any reason or for no reason, issue and deliver (or cause to be delivered) to a Buyer Subscriber (or its designee) by the Required Delivery Date Date, either if the Transfer Agent is not participating in FAST, a certificate representing for the number of Exchange Securities so delivered to which Subscriber is entitled and register such Exchange Securities on the Company by such Buyer that SPAC’s share register or, if the Transfer Agent is free from all restrictive and other legends or (ii) participating in FAST, to credit the balance account of such BuyerSubscriber or Subscriber’s or such Buyer’s nominee designee with DTC for such number of shares of Conversion Shares or Warrant Shares so delivered Exchange Securities to the Companywhich Subscriber is entitled (a “Delivery Failure”), then, in addition to all other remedies available to such BuyerSubscriber, the Company SPAC shall pay in cash to such Buyer Subscriber on each day after the Required Share Delivery Date that the issuance or credit of and during such shares is not timely effected Delivery Failure an amount equal to 2% of the average VWAP product of (A) the sum of the Conversion Shares for the five (5) Trading Day period immediately preceding number of shares of SPAC Common Stock not issued to Subscriber on or prior to the Required Delivery Date multiplied and to which Subscriber is entitled, and (B) any trading price of the SPAC Common Stock selected by Subscriber in writing as in effect at any time during the number of Conversion Shares or Warrant Shares (as the case may be) required to be delivered period beginning on the Required Delivery Date and ending on the applicable Share Delivery Date. In addition to the foregoing, if on or prior to the Company fails Required Delivery Date, if the Transfer Agent is not participating in FAST, the SPAC shall fail to so properly issue and deliver a certificate to Subscriber and register such unlegended certificates or so properly shares of SPAC Common Stock on the SPAC’s share register or, if the Transfer Agent is participating in FAST, credit the balance account of such BuyerSubscriber or Subscriber’s or such Buyer’s nominee designee with DTC by for the Required Delivery Datenumber of shares of Exchange Securities to which Subscriber is entitled, and if on or after the Required Delivery Date such Buyer Trading Day Subscriber purchases (in an open market transaction or otherwise) shares of SPAC Common Stock to deliver in satisfaction of a sale by such Buyer Subscriber of shares of Common Stock that such Buyer anticipated receiving the Exchange Securities to which Subscriber is entitled to receive from the Company without any restrictive legend SPAC (a “Buy-In”), then the Company SPAC shall, within three two (32) Trading Days after such BuyerSubscriber’s request and in such BuyerSubscriber’s sole discretion, either (i) pay cash to such Buyer Subscriber in an amount equal to such BuyerSubscriber’s total purchase price (including brokerage commissionscommissions and other out-of-pocket expenses, if any) , for the shares of SPAC Common Stock so purchased purchased) (the “Buy-In Price”), at which point the CompanySPAC’s obligation to so deliver such certificate or credit such BuyerSubscriber’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Buyer Subscriber a certificate or certificates or credit such Buyerthe balance account of Subscriber or Subscriber’s designee with DTC account representing such number of shares of SPAC Common Stock that would have been issued so delivered if the Company SPAC timely complied with its obligations hereunder and pay cash to such Buyer Subscriber in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares or Warrant Shares (as the case may be) Exchange Securities that the Company SPAC was required to deliver to such Buyer Subscriber by the Required Delivery Date times multiplied by (B) the average VWAP lowest Closing Sale Price (as defined in the Notes) of the SPAC Common Stock for the five (5) on any Trading Day during the period immediately preceding commencing on the Required Delivery DateDate and ending on the date of such delivery and payment under this clause (ii). Nothing shall limit Subscriber’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s or SPAC’s, as applicable, failure to timely deliver certificates representing shares of SPAC Common Stock (or to electronically deliver such shares of SPAC Common Stock) as required pursuant to the terms hereof. Notwithstanding anything herein to the contrary, with respect to any given Delivery Failure, this Section 6(e) shall not apply to Subscriber to the extent the SPAC has already paid such amounts in full to Subscriber with respect to such Delivery Failure, as applicable, pursuant to the analogous sections of the Note held by Subscriber.

Failure to Timely Deliver; Buy-In. If the Company fails to (i) issue and deliver (or cause to be delivered) to a Buyer by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Buyer that is free from all restrictive and other legends or (ii) credit the balance account of such Buyer’s or such Buyer’s nominee with DTC for such number of shares of Conversion Common Shares or Warrant Shares so delivered to the Company, then, in addition to all other remedies available to such Buyer, the Company shall pay in cash to such Buyer on each day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 21% of the average VWAP product of (A) the sum of the Conversion number of shares of Common Shares or Warrant Shares (as the case may be) not issued to such Buyer on a timely basis and to which such Buyer is entitled and (B) the VWAP (as defined below) of the shares of Common Stock for the five (5) Trading Day period immediately preceding the Required Delivery Date multiplied by the number of Conversion Shares or Warrant Shares (as the case may be) required to be delivered on the Required Delivery Date. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such Buyer’s or such Buyer’s nominee with DTC by the Required Delivery Date, and if on or after the Required Delivery Date such Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Buyer of shares of Common Stock that such Buyer anticipated receiving from the Company without any restrictive legend (a “Buy-In”), then the Company shall, within three (3) Trading Days after such Buyer’s request and in such Buyer’s sole discretion, either (i) pay cash to such Buyer in an amount equal to such Buyer’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate or credit such Buyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to deliver to such Buyer a certificate or certificates or credit such Buyer’s DTC account representing such number of shares of Common Stock that would have been issued if the Company timely complied with its obligations hereunder and pay cash to such Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Common Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Buyer by the Required Delivery Date times (B) the average VWAP of the Common Stock for the five (5) Trading Day period immediately preceding the Required Delivery Date.

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