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

Company’s Failure to Timely Convert. If within 5 Trading Days after the Company’s receipt of an email copy of a Conversion Notice the Company shall fail to issue and deliver to the Holder or credit the Holder’s balance account with DTC for the number of Common Shares to which the Holder is entitled upon such holder’s conversion of any Conversion Amount, and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) Common Shares to deliver in satisfaction of a sale by the Holder of Common Shares issuable upon such conversion that the Holder anticipated receiving from the Company (a “Buy-In”), then the Company shall, within five Business Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out of pocket expenses, if any) for the Common Shares so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such Common Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder such Common Shares and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of Common Shares, times (B) the Closing Price on the Conversion Date.

Company’s Failure to Timely Convert. If within 5 Trading Days after the Company’s receipt of an email copy of a Conversion Notice the Company shall fail to issue and deliver a certificate to the Holder or credit the Holder’s 's balance account with DTC DTC, as applicable, for the such number of Common Shares to which the Holder is entitled upon such holder’s conversion of any Conversion AmountAmount on or prior to the date which is three (3) Trading Days after the Conversion Date (a "Conversion Failure"), and if on or after such Trading Day Conversion Failure the Holder purchases (in an open market transaction or otherwise) Common Shares to deliver in satisfaction of a sale by the Holder of Common Shares issuable upon such conversion that the Holder anticipated receiving from the Company (a “"Buy-In”"), then the Company shall, within five Business three (3) Trading Days after the Holder’s 's request and in the Holder’s 's discretion, either (ix) pay cash to the Holder in an amount equal to the Holder’s 's total purchase price (including brokerage commissions and other out of reasonable out-of-pocket brokerage expenses, if any) for the Common Shares so purchased (the “"Buy-In Price”"), at which point the Company’s 's obligation to issue and deliver such a certificate to the Holder (and to issue such Common Shares) or credit the Holder's balance account with DTC for such Common Shares shall terminate, or (iiy) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Common Shares or credit such Holder's balance account with DTC and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (AI) such number of Common Shares, times (BII) the Closing Bid Price on the Conversion Date.

Company’s Failure to Timely Convert. The Company understands that a delay in the delivery of the certificates representing the Common Stock issuable upon conversion of this Note could result in economic loss to the Holder. If within 5 after the third Trading Days Day after the Company’s receipt of an email a facsimile copy of a Conversion Conversation Notice (“Share Delivery Due Date”) the Company shall fail has failed to issue and deliver a certificate to the Holder or credit the Holder’s balance account with DTC for the number of Common Shares to which the Holder is entitled upon such holderHolder’s conversion of any Conversion AmountAmount (a “Conversion Failure”), and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) Common Shares Stock to deliver in satisfaction of a sale by the Holder of Common Shares Stock issuable upon such conversion that the Holder anticipated receiving from the Company (a “Buy-In”), then the Company shall, within five three (3) Business Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out of pocket expenses, if any) for the shares of Common Shares Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such Common SharesStock) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Common Shares Stock and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common SharesStock, times (B) the Closing Bid Price on the Conversion Date.

Company’s Failure to Timely Convert. If within 5 three (3) Trading Days after the Company’s receipt of an email the facsimile copy of a Conversion Notice the Company shall fail to issue and deliver a certificate to the Holder or credit the Holder’s balance account with DTC for the number of shares of Common Shares Stock to which the Holder is entitled upon such holderxxxxxx’s conversion of any Conversion AmountAmount as a result of the Company’s negligence or willful misconduct (a “Conversion Failure”), and if on or after such Trading Day Day, the Holder purchases (in an open market transaction or otherwise) Common Shares Stock to deliver in satisfaction of a sale by the Holder of Common Shares Stock issuable upon such conversion that the Holder anticipated receiving from the Company (a “Buy-In”), then the Company shall, within five three (3) Business Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including excluding brokerage commissions and other out of pocket expenses, if any) for the shares of Common Shares Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such Common SharesStock) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Common Shares Stock and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common SharesStock, times (B) the Closing Bid Price on the Conversion Date.

Company’s Failure to Timely Convert. If within 5 five (5) Trading Days after the Company’s receipt of an email copy of a Conversion Notice the Company shall fail to issue and deliver to the Holder or credit the Holder’s balance account with DTC for the number of Common Shares to which the Holder is entitled upon such holderHolder’s conversion of any Conversion Amount, and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) Common Shares to deliver in satisfaction of a sale by the Holder of Common Shares issuable upon such conversion that the Holder anticipated receiving from the Company (a “Buy-In”), then the Company shall, within five Business Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out of pocket expenses, if any) for the Common Shares so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such Common Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder such Common Shares and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of Common Shares, times (B) the Closing Price on the Conversion Date.