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

Delivery of Common Stock Upon Conversion. Upon receipt of a Conversion Notice, the Company shall, no later than the close of business on the third (3rd) Business Day following the Conversion Date set forth in such Conversion Notice (the “Delivery Date”), issue and deliver or cause to be delivered to the Holder the number of Conversion Shares determined pursuant to Section 3(c) above, provided, however, that any Conversion Shares that are the subject of a Dispute Procedure shall be delivered no later than the close of business on the third (3rd) Business Day following the determination made pursuant thereto. The Company shall effect delivery of Conversion Shares to the Holder, as long as the Company’s designated transfer agent or co-transfer agent in the United States for the Common Stock (the “Transfer Agent”) participates in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program (“FAST”), by crediting the account of the Holder or its nominee at DTC (as specified in the applicable Conversion Notice) with the number of Conversion Shares required to be delivered, no later than the close of business on such Delivery Date. In the event that the Transfer Agent is not a participant in FAST or if the Holder so specifies in a Conversion Notice or otherwise in writing on or before the Conversion Date, the Company shall effect delivery of Conversion Shares by delivering to the Holder or its nominee physical certificates representing such Conversion Shares, no later than the close of business on such Delivery Date. If any Conversion would create a fractional Conversion Share, such fractional Conversion Share shall be disregarded and the number of Conversion Shares issuable upon such Conversion, in the aggregate, shall be the nearest whole number of Conversion Shares. Conversion Shares delivered to the Holder shall not contain any restrictive legend unless such legend is required pursuant to the terms of the Securities Purchase Agreement.

Delivery of Common Stock Upon Conversion. Upon receipt of a Conversion Notice, the Company Corporation shall, no later than the close of business on the third (3rd) Business Day following the Conversion Date set forth in such Conversion Notice (the “"Delivery Date”"), issue and deliver or cause to be delivered to the Holder the number of Conversion Shares determined pursuant to Section paragraph 3(c) above, provided, however, that any Conversion Shares that are the subject of a Dispute Procedure shall be delivered no later than the close of business on the third (3rd) Business Day following the determination made pursuant thereto. Such certificates may bear legends pursuant to applicable provisions of this Agreement or applicable law. The Company Corporation shall effect delivery of Conversion Shares to the Holder, as long as the Company’s Corporation's designated transfer agent or co-transfer agent in the United States for the Common Stock (the “"Transfer Agent”") participates in the Depository Trust Company (“"DTC”") Fast Automated Securities Transfer program (“"FAST”"), and no legend is required to appear on any physical certificate if issued, by crediting the account of the Holder or its nominee at DTC (as specified in the applicable Conversion Notice) with the number of Conversion Shares required to be delivered, no later than the close of business on such Delivery Date. In the event that the Transfer Agent is not a participant in FAST or if the Holder so specifies in a Conversion Notice or otherwise in writing on or before the Conversion Date, the Company Corporation shall effect delivery of Conversion Shares by delivering to the Holder or its nominee physical certificates representing such Conversion Shares, no later than the close of business on such Delivery Date. If any Conversion would create a fractional Conversion Share, such fractional Conversion Share shall be disregarded and the number of Conversion Shares issuable upon such Conversion, in the aggregate, shall be the nearest next higher whole number of Conversion Shares. Conversion Shares delivered to the Holder shall not contain any restrictive legend unless such legend is required pursuant to the terms of the Securities Purchase AgreementAgreement or applicable law.

Delivery of Common Stock Upon Conversion. (i) Upon receipt of a Conversion Notice, the Company shall, no later than the close of business on the third (3rd) Business Day following the Conversion Date set forth in such Conversion Notice (the “Delivery Date”), issue and deliver or cause to be delivered to the Holder the number of Conversion Shares determined pursuant to Section paragraph 3(c) above, provided, however, that any Conversion Shares that are the subject of a Dispute Procedure shall be delivered no later than the close of business on the third (3rd) Business Day following the determination made pursuant thereto. The Company shall effect delivery of Conversion Shares to the Holder, as long as the Company’s designated transfer agent or co-transfer agent in the United States for the Common Stock (the “Transfer Agent”) participates in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program (“FAST”)) and no restrictive legend is required pursuant to the terms of this Note or the Note Purchase Agreement, by crediting the account of the Holder or its nominee at DTC (as specified in the applicable Conversion Notice) with the number of Conversion Shares required to be delivered, no later than the close of business on such Delivery Date. In the event that the Transfer Agent is not a participant in FAST or if the Holder so specifies in a Conversion Notice or otherwise in writing on or before the Conversion Date, or if a restrictive legend is required pursuant to the terms of this Note or the Note Purchase Agreement, the Company shall effect delivery of Conversion Shares by delivering to the Holder or its nominee physical certificates representing such Conversion Shares, no later than the close of business on such Delivery Date. If any Conversion would create a fractional Conversion Share, such fractional Conversion Share shall be disregarded and the number of Conversion Shares issuable upon such Conversion, in the aggregate, shall be rounded up or down, as the case may be, to the nearest whole number of Conversion Shares. Conversion Shares delivered to the Holder shall not contain any restrictive legend unless such legend is required pursuant to the terms of the Securities Note Purchase Agreement.

Delivery of Common Stock Upon Conversion. Upon receipt of a Conversion Notice, the (i) The Company shall, no later than the close of business on the third (3rd) Business Day following the Optional Conversion Date set forth in such Conversion Notice or the Mandatory Conversion Date, as applicable (the “Delivery Date”), issue and deliver or cause to be delivered to the Holder the number of Conversion Shares determined pursuant to Section 3(cparagraph 3(d) above, provided, however, that any Conversion Shares that are the subject of a Dispute Procedure shall be delivered no later than the close of business on the third (3rd) Business Day following the determination made pursuant thereto. The Company shall effect delivery of Conversion Shares to the Holder, as long as the Company’s designated transfer agent or co-transfer agent in the United States for the Common Stock (the “Transfer Agent”) participates in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program (“FAST”)) and no restrictive legend is required pursuant to the terms of this Note or the Securities Purchase Agreement, by crediting the account of the Holder or its nominee at DTC (as specified in the applicable Conversion Notice) with the number of Conversion Shares required to be delivered, no later than the close of business on such Delivery Date. In the event that the Transfer Agent is not a participant in FAST or if the Holder so specifies in a Conversion Notice or otherwise in writing on or before the Conversion Date, or if a restrictive legend is required pursuant to the terms of this Note or the Securities Purchase Agreement, the Company shall effect delivery of Conversion Shares by delivering to the Holder or its nominee physical certificates representing such Conversion Shares, no later than the close of business on such Delivery Date. If any Conversion would create a fractional Conversion Share, such fractional Conversion Share shall be disregarded and the number of Conversion Shares issuable upon such Conversion, in the aggregate, shall be rounded up or down, as the case may be, to the nearest whole number of Conversion Shares. Conversion Shares delivered to the Holder shall not contain any restrictive legend unless such legend is required pursuant to the terms of the Securities Purchase Agreement.

Delivery of Common Stock Upon Conversion. Upon receipt of a Conversion Notice, the Company shall, no later than the close of business on the third (3rd) Business Day following the Conversion Date set forth in such Conversion Notice (the “Delivery Date”), issue and deliver or cause to be delivered to the Holder the number of Conversion Shares determined pursuant to Section paragraph 3(c) above, provided, however, that any Conversion Shares that are the subject of a Dispute Procedure shall be delivered no later than the close of business on the third (3rd) Business Day following the determination made pursuant thereto. The Company shall effect delivery of Conversion Shares to the Holder, as long as the Company’s designated transfer agent or co-transfer agent in the United States for the Common Stock (the “Transfer Agent”) participates in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program (“FAST”)) and no restrictive legend is required pursuant to the terms of this Debenture or the Securities Purchase Agreement, by crediting the account of the Holder or its nominee at DTC (as specified in the applicable Conversion Notice) with the number of Conversion Shares required to be delivered, no later than the close of business on such Delivery Date. In the event that the Transfer Agent is not a participant in FAST or if the Holder so specifies in a Conversion Notice or otherwise in writing on or before the Conversion Date, the Company shall effect delivery of Conversion Shares by delivering to the Holder or its nominee physical certificates representing such Conversion Shares, no later than the close of business on such Delivery Date. If any Conversion would create a fractional Conversion Share, such fractional Conversion Share shall be disregarded and the number of Conversion Shares issuable upon such Conversion, in the aggregate, shall be the nearest whole number of Conversion Shares. Conversion Shares delivered to the Holder shall not contain any restrictive legend unless such legend is required pursuant to the terms of the Securities Purchase Agreement.

Delivery of Common Stock Upon Conversion. Upon receipt of a Conversion Notice, the Company shall, no later than the close of business on the third sixth (3rd6th) Business Day following the Conversion Date set forth in such Conversion Notice (the “Delivery Date”), issue and deliver or cause to be delivered to the Holder the number of Conversion Shares determined pursuant to Section 3(c) above, provided, however, that any Conversion Shares that are the subject of a Dispute Procedure shall be delivered no later than the close of business on the third sixth (3rd6th) Business Day following the determination made pursuant thereto. The Company shall effect delivery of Conversion Shares to the Holder, as long as the Company’s designated transfer agent or co-transfer agent in the United States for the Common Stock (the “Transfer Agent”) participates in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program (“FAST”), by crediting the account of the Holder or its nominee at DTC (as specified in the applicable Conversion Notice) with the number of Conversion Shares required to be delivered, no later than the close of business on such Delivery Date. In the event that the Transfer Agent is not a participant in FAST or if the Holder so specifies in a Conversion Notice or otherwise in writing on or before the Conversion Date, the Company shall effect delivery of Conversion Shares by delivering to the Holder or its nominee physical certificates representing such Conversion Shares, no later than the close of business on such Delivery Date. If any Conversion would create a fractional Conversion Share, such fractional Conversion Share shall be disregarded and the number of Conversion Shares issuable upon such Conversion, in the aggregate, shall be the nearest whole number of Conversion Shares. Conversion Shares delivered to the Holder shall not contain any restrictive legend unless such legend is required pursuant to the terms of the Securities Purchase Agreement.

Delivery of Common Stock Upon Conversion. Upon receipt of a Conversion Notice, the Company shall, no later than the close of business on the third (3rd) Business Day following the later to occur of (i) the Conversion Date set forth in such Conversion Notice and (ii) the date on which the transfer taxes specified in paragraph 3(b), if any, are paid in full (the “Delivery Date”), issue and deliver or cause to be delivered to the Holder the number of Conversion Shares determined pursuant to Section paragraph 3(c) above, provided, however, that any Conversion Shares that are the subject of a Dispute Procedure shall be delivered no later than the close of business on the third (3rd) Business Day following the determination made pursuant thereto. The Company shall effect delivery of Conversion Shares to the Holder, as long as the Company’s designated transfer agent or co-transfer agent in the United States for the Common Stock (the “Transfer Agent”) participates in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program (“FAST”), by crediting the account of the Holder or its nominee at DTC (as specified in the applicable Conversion Notice) with the number of Conversion Shares required to be delivered, no later than the close of business on such Delivery Date. In the event that the Transfer Agent is not a participant in FAST or if the Holder so specifies in a Conversion Notice or otherwise in writing on or before the Conversion Date, the Company shall effect delivery of Conversion Shares by delivering to the Holder or its nominee physical certificates representing such Conversion Shares, no later than the close of business on such Delivery Date. If any Conversion would create a fractional Conversion Share, such fractional Conversion Share shall be disregarded and the number of Conversion Shares issuable upon such Conversion, in the aggregate, shall be the nearest whole number of Conversion Shares. Conversion Shares delivered to the Holder shall not contain any restrictive legend unless such legend is required pursuant to the terms of the Securities Purchase Agreement.

Delivery of Common Stock Upon Conversion. Upon receipt of a Conversion NoticeNotice pursuant to paragraph 2(c) above, the Company Corporation shall, no later than the close of business on the third (3rd) Business Day following the Conversion Date set forth in such Conversion Notice (the “"Delivery Date”"), issue and deliver or cause caused to be delivered to the Holder the number of Conversion Shares determined pursuant to Section 3(cparagraph 2(d) above, provided, however, that any Conversion Shares that are the subject of a Dispute Procedure shall be delivered no later than the close of business on the third (3rd) Business Day following the determination made pursuant thereto. The Company Corporation shall effect delivery of Conversion Shares to the HolderHolder by, as long as the Company’s designated transfer agent or co-transfer agent in the United States for the Common Stock (the “Transfer Agent”) Agent participates in the Depository Trust Company (“"DTC”") Fast Automated Securities Transfer program (“"FAST”"), by crediting the account of the Holder or its nominee at DTC (as specified in the applicable Conversion Notice) with the number of Conversion Shares required to be delivered, no later than the close of business on such Delivery Date. In the event that the Transfer Agent is not a participant in FAST or if the Holder so specifies in a Conversion Notice or otherwise in writing on or before the Conversion Date, the Company Corporation shall effect delivery of Conversion Shares by delivering to the Holder or its nominee physical certificates representing such Conversion Shares, no later than the close of business on such Delivery Date. If any Conversion would create a fractional Conversion Share, such fractional Conversion Share shall be disregarded and the number of Conversion Shares issuable upon such Conversion, in the aggregate, shall be the nearest whole next higher number of Conversion Shares. Conversion Shares delivered to the Holder shall not contain any restrictive legend unless as long as the resale of such legend Conversion Shares (A) is required covered by an effective Registration Statement (as defined in the Registration Rights Agreement), (B) has been made pursuant to the terms of Rule 144 under the Securities Purchase AgreementAct of 1933, as amended (the "Securities Act"), or (C) may be made pursuant to Rule 144(k) under the Securities Act or any successor rule or provision.

Delivery of Common Stock Upon Conversion. Upon receipt by the Corporation from a Series A Holder of a Conversion NoticeNotice of Conversion, sent in the manner provided for in paragraph (b) hereof and meeting the requirements for conversion as provided for hereinabove, the Company shallSeries A Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, no later than the close number of business shares of Series A Preferred Stock held by the Series A Holder shall be reduced to reflect such conversion, and all rights with respect to the Series A Preferred Stock being so converted shall forthwith terminate except the right to receive the Common Stock on such conversion, and the third (3rd) Business Day following the Conversion Date set forth in such Conversion Notice (the “Delivery Date”), Corporation shall issue and deliver or cause to be issued and delivered to or upon the order of the Series A Holder the number of Conversion Shares determined pursuant to Section 3(c) above, provided, however, that any Conversion Shares that are the subject of a Dispute Procedure shall be delivered no later than the close of business on the third (3rd) Business Day following the determination made pursuant thereto. The Company shall effect delivery of Conversion Shares to the Holder, as long as the Company’s designated transfer agent or co-transfer agent in the United States certificate for the Common Stock issuable upon such conversion within three (3) Business Days after receipt of the respective Notice of Conversion (the “Transfer Agent”) participates in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program (“FASTShare Delivery Deadline”). In addition to any other rights available to the Series A Holder, by crediting if the account of Corporation fails to cause the Corporation’s transfer agent to transmit to the Series A Holder or its nominee at DTC (as specified the Common Stock in the applicable Conversion Notice) accordance with the number provisions of this Certificate of Designations pursuant to a Notice of Conversion Shares required to be delivered, no later than the close of business on such Delivery Date. In the event that the Transfer Agent is not a participant in FAST or if the Holder so specifies in a Conversion Notice or otherwise in writing on or before the respective Share Delivery Deadline, and if after such date the Series A Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Series A Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Series A Holder of the Common Stock which the Series A Holder anticipated receiving upon such Notice of Conversion Date(a “Buy-In”), then the Corporation shall (A) pay in cash to the Series A Holder, within ten (10) Business Days of Series A Holder’s request, the Company shall effect delivery amount, if any, by which (x) the Series A Holder’s total purchase price (including brokerage commissions, if any) for the shares of Conversion Shares by delivering to Common Stock so purchased exceeds (y) the Holder or its nominee physical certificates representing such Conversion Shares, no later than the close product of business on such Delivery Date. If any Conversion would create a fractional Conversion Share, such fractional Conversion Share shall be disregarded and (1) the number of Common Stock that the Corporation was required to deliver to the Series A Holder in connection with the Notice of Conversion Shares issuable upon at issue times (2) the price at which the sell order giving rise to such Conversionpurchase obligation was executed, and (B) at the option of the Series A Holder, either reinstate the portion of the Series A Preferred Stock and equivalent number of Common Stock for which such Notice of Conversion was not honored (in the aggregate, which case such Notice of Conversion shall be deemed rescinded) or deliver to the nearest whole Series A Holder within three (3) Business Days of Series A Holder’s request the number of Conversion Sharesshares of Common Stock that would have been issued had the Corporation timely complied with its delivery obligations hereunder. Conversion Shares delivered For example, if the Series A Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion into Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence, the Corporation shall be required to pay the Series A Holder $1,000. The Series A Holder shall provide the Corporation written notice indicating the amounts payable to the Series A Holder in respect of the Buy-In and, upon request of the Corporation, evidence of the amount of such loss. Nothing herein shall not contain limit a Series A Holder’s right to pursue any restrictive legend unless such legend is 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 Corporation’s failure to timely deliver shares of Common Stock upon conversion of the Series A Preferred Stock as required pursuant to the terms of the Securities Purchase Agreementhereof.

Delivery of Common Stock Upon Conversion. Upon receipt the surrender of Series C Preferred Stock Certificates accompanied by a Conversion NoticeNotice of Conversion, the Company Corporation (itself, or through its transfer agent, as appropriate) shall, no later than the close later of business on (a) the third fifth (3rd5th) Business Day following the Conversion Date set forth and (b) the Business Day immediately following the date of such surrender (or, in such Conversion Notice the case of lost, stolen or destroyed certificates, after provision of indemnity pursuant to Article XI B) (the “"Delivery Date”Period"), issue and deliver or cause to be delivered (i.e., deposit with a nationally recognized overnight courier service portage prepaid) to the Holder or its nominee (x) that number of shares of Common Stock issuable upon conversion of such shares of Series C Preferred Stock being converted and (y) a certificate representing the number of shares of Series C Preferred Stock not being converted, if any. Notwithstanding the foregoing, the Holder of Series C Preferred Stock shall, for all purposes, be deemed to be a record owner of that number of shares of Common Stock issuable upon conversion of those shares of Series C Preferred Stock set forth in the Conversion Shares determined pursuant to Section 3(c) aboveNotice as at the date of such Conversion Notice. In addition, provided, however, that any Conversion Shares that are if the subject of a Dispute Procedure shall be delivered no later than the close of business on the third (3rd) Business Day following the determination made pursuant thereto. The Company shall effect delivery of Conversion Shares to the Holder, as long as the Company’s designated Corporation's transfer agent or co-transfer agent in the United States for the Common Stock (the “Transfer Agent”) participates is participating in the Depository Trust Company Corporation (“"DTC”") Fast Automated Securities Transfer program program, and so long as the certificates therefor do not bear a legend (“FAST”pursuant to the terms of the Securities Purchase Agreement) and the Holder thereof is not then required to return such certificate for the placement of a legend thereon (pursuant to the terms of the Securities Purchase Agreement), the Corporation shall cause its transfer agent to promptly electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of the Holder or its nominee at with DTC through its Deposit Withdrawal Agent Commission system (as specified in "DTC Transfer"). If the applicable Conversion Notice) with the number of Conversion Shares required aforementioned conditions to be delivered, no later than the close of business on such Delivery Date. In the event that the a DTC Transfer Agent is are not a participant in FAST or if the Holder so specifies in a Conversion Notice or otherwise in writing on or before the Conversion Datesatisfied, the Company Corporation shall effect delivery of Conversion Shares by delivering deliver as provided above to the Holder or its nominee physical certificates representing such Conversion Shares, no later than the close of business on such Delivery Date. If any Conversion would create a fractional Conversion Share, such fractional Conversion Share shall be disregarded and the number of Conversion Shares Common Stock issuable upon such Conversionconversion. Further, in a Holder may instruct the aggregate, shall be the nearest whole number of Conversion Shares. Conversion Shares delivered Corporation to deliver to the Holder shall not contain any restrictive legend unless physical certificates representing the Common Stock issuable upon conversion in lieu of delivering such legend is required pursuant to the terms shares by way of the Securities Purchase AgreementDTC Transfer.

Delivery of Common Stock Upon Conversion. Upon receipt of a Conversion NoticeNotice from a Holder pursuant to paragraph 4(b) above, the Company shallCorporation shall instruct the Transfer Agent to deliver to such Holder, no later than the close of business on the later to occur of (i) the third (3rd) Business Day following the Conversion Date set forth in such Conversion Notice and (ii) the Business Day following the day on which such Holder delivers to the Corporation the certificates representing the Preferred Shares being converted (the “"Delivery Date”"), issue and deliver or cause to be delivered to the Holder the number of Conversion Shares determined pursuant to Section 3(c) above, provided, however, that any Conversion Shares that are the subject of a Dispute Procedure as shall be delivered no later than determined as provided in the close of business on the third (3rd) Business Day following the determination made pursuant theretoStock Purchase Agreement. The Company Corporation shall instruct the Transfer Agent to effect delivery of Conversion Shares to the Holdera Holder by, as long as the Company’s designated transfer agent or co-transfer agent in the United States for the Common Stock (the “Transfer Agent”) Agent participates in the Depository Trust Company (“"DTC”") Fast Automated Securities Transfer program (“"FAST”"), by crediting the account of the such Holder or its nominee at DTC (as specified in the applicable Conversion Notice) with the number Number of Conversion Shares required to be delivered, no later than the close of business on such Delivery Date. In the event that the Transfer transfer Agent is not a participant in FAST or if the a Holder so specifies in a Conversion Notice or otherwise in writing on or before the Conversion Datewriting, the Company Corporation shall instruct the Transfer Agent to effect delivery of Conversion Shares by delivering to the Holder or its nominee physical certificates representing such Conversion Shares, no later than the close of business on such Delivery Date. If any Conversion would create a fractional Conversion Share, such fractional Conversion Share shall be disregarded and the number of Conversion Shares issuable upon such Conversion, in the aggregate, shall be the nearest whole next higher number of Conversion Shares. Conversion Shares delivered to the Holder shall not contain any restrictive legend unless as long as (A) the sale or transfer of such legend Conversion Shares is required covered by an effective Registration Statement, (B) such Conversion Shares can be sold pursuant to the terms of Rule 144 ("Rule 144") under the Securities Purchase AgreementAct and a registered broker dealer provides to the Corporation a customary broker's Rule 144 letter, or (C) such Conversion Shares are eligible for resale under Rule 144(k) or any successor rule or provision.

Delivery of Common Stock Upon Conversion. Upon receipt the surrender of Series B Preferred Stock Certificates accompanied by a Conversion NoticeNotice of Conversion, the Company Corporation (itself, or through its transfer agent, as appropriate) shall, no later than the close later of business on (a) the third fifth (3rd5th) Business Trading Day following the Conversion Date set forth and (b) the Trading Day immediately following the date of such surrender (or, in such Conversion Notice the case of lost, stolen or destroyed certificates, after provision of indemnity pursuant to Article XI B) (the “"Delivery Date”Period"), issue and deliver or cause to be delivered (i.e., deposit with a nationally recognized overnight courier service postage prepaid) to the Holder or its nominee (x) that number of shares of Common Stock issuable upon conversion of such shares of Series B Preferred Stock being converted and (y) a certificate representing the number of shares of Series B Preferred Stock not being converted, if any. Notwithstanding the foregoing, the Holder of Series B Preferred Stock shall, for all purposes, be deemed to be a record owner of that number of shares of Common Stock issuable upon conversion of those shares of Series B Preferred Stock set forth in the Conversion Shares determined pursuant to Section 3(c) aboveNotice as at the date of such Conversion Notice. In addition, provided, however, that any Conversion Shares that are if the subject of a Dispute Procedure shall be delivered no later than the close of business on the third (3rd) Business Day following the determination made pursuant thereto. The Company shall effect delivery of Conversion Shares to the Holder, as long as the Company’s designated Corporation's transfer agent or co-transfer agent in the United States for the Common Stock (the “Transfer Agent”) participates is participating in the Depository Trust Company Corporation (“"DTC”") Fast Automated Securities Transfer program (“FAST”)program, and so long as the certificates therefor do not bear a legend and the Holder thereof is not then required to return such certificate for the placement of a legend thereon, the Corporation shall cause its transfer agent to promptly electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of the Holder or its nominee at with DTC through its Deposit Withdrawal Agent Commission system (as specified in "DTC Transfer"). If the applicable Conversion Notice) with the number of Conversion Shares required aforementioned conditions to be delivered, no later than the close of business on such Delivery Date. In the event that the a DTC Transfer Agent is are not a participant in FAST or if the Holder so specifies in a Conversion Notice or otherwise in writing on or before the Conversion Datesatisfied, the Company Corporation shall effect delivery of Conversion Shares by delivering deliver as provided above to the Holder or its nominee physical certificates representing such Conversion Shares, no later than the close of business on such Delivery Date. If any Conversion would create a fractional Conversion Share, such fractional Conversion Share shall be disregarded and the number of Conversion Shares Common Stock issuable upon such Conversionconversion. Further, in a Holder may instruct the aggregate, shall be the nearest whole number of Conversion Shares. Conversion Shares delivered Corporation to deliver to the Holder shall not contain any restrictive legend unless physical certificates representing the Common Stock issuable upon conversion in lieu of delivering such legend is required pursuant to the terms shares by way of the Securities Purchase AgreementDTC Transfer.

Delivery of Common Stock Upon Conversion. Upon receipt of a Conversion NoticeNotice from a Holder pursuant to paragraph 4(b) above, the Company shallCorporation shall instruct the Transfer Agent to deliver to such Holder, no later than the close of business on the later to occur of (i) the third (3rd) Business Day following the Conversion Date set forth in such Conversion Notice and (ii) the Business Day following the day on which such Holder delivers to the Corporation the certificates representing the Preferred Shares being converted (the “"Delivery Date”"), issue and deliver or cause to be delivered to the Holder the number of Conversion Shares determined pursuant to Section 3(c) above, provided, however, that any Conversion Shares that are the subject of a Dispute Procedure as shall be delivered no later than the close of business on the third (3rd) Business Day following the determination made pursuant theretodetermined as provided herein. The Company Corporation shall instruct the Transfer Agent to effect delivery of Conversion Shares to the Holdera Holder by, as long as the Company’s designated transfer agent or co-transfer agent in the United States for the Common Stock (the “Transfer Agent”) Agent participates in the Depository Trust Company (“"DTC”") Fast Automated Securities Transfer program (“"FAST”"), by crediting the account of the such Holder or its nominee at DTC (as specified in the applicable Conversion Notice) with the number of Conversion Shares required to be delivered, no later than the close of business on such Delivery Date. In the event that the Transfer Agent is not a participant in FAST or if the a Holder so specifies in a Conversion Notice or otherwise in writing on or before the Conversion Datewriting, the Company Corporation shall instruct the Transfer Agent to effect delivery of Conversion Shares by delivering to the Holder or its nominee physical certificates representing such Conversion Shares, no later than the close of business on such Delivery Date. If any Conversion would create a fractional Conversion Share, such fractional Conversion Share shall be disregarded and the number of Conversion Shares issuable upon such Conversion, in the aggregate, shall be the nearest whole next higher number of Conversion Shares. Conversion Shares delivered to the Holder shall not contain any restrictive legend unless as long as (A) the sale or transfer of such legend Conversion Shares is required covered by an effective Registration Statement, (B) such Conversion Shares can be sold pursuant to the terms of Rule 144 ("Rule 144") under the Securities Purchase AgreementAct of 1933, as amended (“Securities Act”) and a registered broker dealer provides to the Corporation a customary broker's Rule 144 letter, or (C) such Conversion Shares are eligible for resale under Rule 144(k) or any successor rule or provision.