Common use of Delivery of Certificates for Common Shares Clause in Contracts

Delivery of Certificates for Common Shares. If on or before the Share Delivery Date the Company shall fail to issue and deliver a certificate to a holder or credit such holder’s balance account with DTC for the number of Common Shares to which such holder is entitled upon such holder’s conversion of Series B Preferred and such holder provides notice to the Company within seven (7) Business Days of the Share Delivery Date that such certificate has failed to be delivered as required, then, in addition to delivering such certificate, the Company shall, within three (3) Business Days after the holder’s written request (which request shall include such holder’s wire transfer instructions), pay cash to the holder, as liquidated damages and not as a penalty, in an amount (the “Make Whole Payment”) equal to the difference of (A) the product of (i) the number of Common Shares not delivered by the Share Delivery Date multiplied by (ii) the highest price at which any Common Share is traded on the NASDAQ National Market or the Toronto Stock Exchange (as such price is adjusted to United States dollars) between the day which is the second Business Day following the Company’s receipt of the Conversion Notice or the share certificate for the Series B Preferred being converted, whichever is later, and the date the Company delivers the certificate representing the Common Shares to which such holder is entitled less (B) the product of (i) the number of Common Shares not delivered by the Share Delivery Date multiplied by (ii) the Closing Sale Price for the Common Shares on the day immediately preceding the date the Company delivers the certificate representing such Common Shares; provided that in no event shall such Make Whole Payment be less than 0.

Delivery of Certificates for Common Shares. If on or before the Share Delivery Date the Company shall fail to issue and deliver a certificate to a holder or credit such holder’s balance account with DTC for the number of Common Shares to which such holder is entitled upon such holder’s conversion of Series B Preferred and such holder provides notice to the Company within seven (7) Business Days of the Share Delivery Date that such certificate has failed to be delivered as required, then, in addition to delivering such certificate, the Company shall, within three (3) Business Days after the holder’s written request (which request shall include such holder’s wire transfer instructions), pay cash to the holder, as liquidated damages and not as a penalty, holder in an amount (the “Make Whole Payment”) equal to the difference of (A) the product of (i) the number of Common Shares not delivered by the Share Delivery Date multiplied by (ii) the highest price at which any Common Share is traded on the NASDAQ National Market or the Toronto Stock Exchange (as such price is adjusted to United States dollars) between the day which is the second Business Day following the Company’s receipt of the Conversion Notice or the share certificate for the Series B Preferred being converted, whichever is later, and the date the Company delivers the certificate representing the Common Shares to which such holder is entitled less (B) the product of (i) the number of Common Shares not delivered by the Share Delivery Date multiplied by (ii) the Closing Sale Price for the Common Shares on the day immediately preceding the date the Company delivers the certificate representing such Common Shares; provided that in no event shall such Make Whole Payment be less than 0.