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

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

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

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

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

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

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

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

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

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

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

Failure to Timely Deliver; Buy-In. If the Company fails to (i) issue and deliver (or cause to be delivered) to the Investor any Buyer by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Investor Buyer that is free from all restrictive and other legends or (ii) credit the balance account of such InvestorBuyer’s or such InvestorBuyer’s nominee with DTC for such number of Conversion Shares Securities so delivered to the Company, then, in addition to all other remedies available to such InvestorBuyer, at the sole discretion of such Buyer, the Company shall shall: (i) pay in cash to such Investor Buyer on each day Trading Day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 21% of the original principal amount product of (A) the number of Ordinary Shares not so delivered or credited (as the case may be) to such Investor’s Note. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates Buyer or so properly credit the balance account of such Investor’s or such InvestorBuyer’s nominee with DTC multiplied by (B) the Closing Sale Price (as defined in the Warrants) of the Ordinary Shares on the Trading Day immediately preceding the Required Delivery Date, and ; or (ii) if on or after the Required Delivery Date Date, such Investor Buyer (or any other Person in respect, or on behalf, of such InvestorBuyer) purchases (in an open market transaction or otherwise) shares of Common Stock Ordinary Shares to deliver in satisfaction of a sale by such Investor Buyer of all or any portion of the number of shares of Common StockOrdinary Shares, or a sale of a number of shares of Common Stock Ordinary Shares equal to all or any portion of the number of shares of Common StockOrdinary Shares, that such Investor Buyer so anticipated receiving from the Company without any restrictive legend, then, in addition to all other remedies available to such Investor, the Company shall, within three five (35) Trading Days after such InvestorBuyer’s request request, 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 Ordinary Shares that would have been so delivered if the Company timely complied with its obligations hereunder and in such Investor’s sole discretion, either (i) pay cash to such Investor Buyer in an amount equal to the excess (if any) of such InvestorBuyer’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock Ordinary Shares so purchased (including brokerage commissions and other out-of-pocket expensespurchased, if any) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such Investor’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Investor a certificate or certificates or credit such Investor’s DTC account representing such number of shares of Common Stock that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to such Investor in an amount equal to the excess (if any) of the Buy-In Price over the product of (A1) such number of shares of Conversion Ordinary Shares that the Company was required to deliver to such Investor Buyer by the Required Delivery Date multiplied by (B2) the lowest Closing Sale Price (as define in the Note) of the Common Stock Ordinary Shares on any Trading Day during the period commencing on the date of the delivery by such Investor Buyer to the Company of the applicable Conversion Shares 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 the Investor a Buyer by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Investor Buyer that is free from all restrictive and other legends or (ii) credit the balance account of such InvestorBuyer’s or such InvestorBuyer’s nominee with DTC for such number of Conversion Shares or Warrant Shares so delivered to the Company, then, in addition to all other remedies available to such InvestorBuyer, the Company shall pay in cash to such Investor Buyer on each day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 21% per month of the original principal amount of such InvestorBuyer’s Note. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such InvestorBuyer’s or such InvestorBuyer’s nominee with DTC by the Required Delivery Date, and if on or after the Required Delivery Date such Investor (or any other Person in respect, or on behalf, of such Investor) Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Investor Buyer of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, Stock that such Investor so Buyer anticipated receiving from the Company without any restrictive legend, then, in addition to all other remedies available to such InvestorBuyer, the Company shall, within three (3) Trading Days after such InvestorBuyer’s request and in such InvestorBuyer’s sole discretion, either (i) pay cash to such Investor Buyer in an amount equal to such InvestorBuyer’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if any) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such InvestorBuyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Investor Buyer a certificate or certificates or credit such InvestorBuyer’s DTC account representing such number of shares of Common Stock that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to such Investor Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Investor Buyer by the Required Delivery Date multiplied by (B) the lowest Closing Sale Price (as define defined in the NoteWarrants) of the Common Stock on any Trading Day during the period commencing on the date of the delivery by such Investor Buyer to the Company of the applicable Conversion Shares or Warrant Shares (as the case may be) and ending on the date of such delivery and payment under this clause (ii).

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

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

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

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