Common use of Failure to Deliver Certificates Clause in Contracts

Failure to Deliver Certificates. If, in the case of any Notice of Conversion, such certificate or certificates are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company at any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which event the Company shall promptly return to the Holder any original Note delivered to the Company and the Holder shall promptly return to the Company the Common Stock certificates issued to such Holder pursuant to the rescinded Conversion Notice.

Failure to Deliver Certificates. If, in the case of any Notice of Conversion, such certificate or certificates are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company Borrower at any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which event the Company Borrower shall promptly return to the Holder any original Note delivered to the Company Borrower and the Holder shall promptly return to the Company Borrower the Common Stock certificates issued to such Holder pursuant to the rescinded Conversion Notice.

Failure to Deliver Certificates. If, in the case of any Notice of Conversion, such certificate or certificates are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company at any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which event the Company shall promptly return to the Holder any original Note Debenture delivered to the Company and the Holder shall promptly return to the Company the Common Stock certificates issued to such Holder pursuant to the rescinded Conversion Notice.

Failure to Deliver Certificates. If, in the case of any Notice of Conversion, such certificate or certificates are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company at any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which event the Company shall promptly return to the Holder any original Note delivered to the Company and the Holder shall promptly return to the Company the Common Stock certificates issued to such Holder pursuant to the rescinded Conversion NoticeNotice of Conversion.

Failure to Deliver Certificates. If, in the case of any Notice of Conversion, such certificate or certificates are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company at any time on or before its receipt of such certificate or certificates, to rescind such Notice of Conversion, in which event the Company shall promptly return to the Holder any original Note delivered to the Company and the Holder shall promptly return to the Company the Common Stock certificates issued to such Holder pursuant to the rescinded Conversion NoticeNotice of Conversion.

Failure to Deliver Certificates. If, in the case of any Notice of Conversion, such certificate or certificates are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company at any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which event the Company shall promptly return to the Holder any original Note Debenture delivered to the Company and the Holder shall promptly return to the Company the Common Stock certificates issued to such Holder pursuant to the rescinded Conversion NoticeNotice of Conversion.

Failure to Deliver Certificates. If, in the case of any Notice of Conversion, such certificate or certificates are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company at any time on or before its receipt of such certificate or certificates, to rescind such Notice of Conversion, ab initio, in which event the Company shall promptly return to the Holder any original Note delivered to the Company and the Holder shall promptly return to the Company the Common Stock certificates issued to such Holder pursuant to the rescinded Conversion NoticeNotice of Conversion.

Failure to Deliver Certificates. If, in the case of any Notice of Conversion, such certificate or certificates are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company at any time on or before its receipt delivery of such certificate or certificates, to rescind such Conversion, in which event the Company shall promptly return to the Holder any this original Note Debenture, if theretofore delivered to the Company Company, and the Holder shall promptly return to the Company the Common Stock certificates issued to such Holder pursuant to the rescinded Conversion NoticeNotice and repay the interest paid to the Holder on such conversion.

Failure to Deliver Certificates. If, in the case of any Notice of Conversion, such certificate or certificates are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company at any time on or before its receipt of such certificate or certificates, to rescind such Conversionconversion, in which event the Company shall promptly return to the Holder any original Note delivered to the Company and the Holder shall promptly return to the Company the Common Stock certificates issued to such Holder pursuant to the rescinded Conversion Notice.

Failure to Deliver Certificates. If, in the case of any Notice of Conversion, such certificate or certificates are not delivered to or as directed by the applicable Holder Noteholder by the Share Delivery Date, the Holder Noteholder shall be entitled to elect by written notice to the Company Borrower at any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which event the Company Borrower shall promptly return to the Holder Noteholder any original Note of the Note, delivered to the Company Borrower and the Holder Noteholder shall promptly return to the Company Borrower the Common Stock certificates issued to such Holder Noteholder pursuant to the rescinded Conversion Notice.

Failure to Deliver Certificates. If, in the case of any Notice of Conversion, such certificate or certificates are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company Corporation at any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which event the Company Corporation shall promptly return to the Holder any original Note Preferred Stock certificate delivered to the Company Corporation and the Holder shall promptly return to the Company Corporation the Common Stock certificates issued to such Holder pursuant to the rescinded Conversion Notice.

Failure to Deliver Certificates. If, in the case of any Notice of ConversionConversion Notice, such certificate or certificates are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company at any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which event the Company shall promptly return to the Holder any original Note delivered to the Company and the Holder shall promptly return to the Company the Common Stock certificates issued to such Holder pursuant to the rescinded Conversion Notice.

Failure to Deliver Certificates. If, If in the case of any Notice of Conversion, Conversion such certificate or certificates are not delivered to or as directed by the applicable Holder by the Share Delivery seventh Trading Day after the Conversion Date, the Holder shall be entitled to elect by written notice to the Company at any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which event the Company shall promptly return to the Holder any original Note delivered to the Company and the Holder shall promptly return to the Company the Common Stock certificates issued to such Holder pursuant representing the principal amount of this Note tendered for conversion to the rescinded Conversion NoticeCompany.

Failure to Deliver Certificates. If, in the case of any Notice of Conversion, such certificate or certificates are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company Companies at any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which event the Company Companies shall promptly return to the Holder any original Note delivered to the Company Companies and the Holder shall promptly return to the Company Companies the Common Stock certificates issued to such Holder pursuant to the rescinded Conversion Notice.

Failure to Deliver Certificates. If, in the case of any Notice of Conversion, such certificate or certificates are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company at any time on or before its receipt of such certificate or certificates, to rescind such Conversionconversion, in which event the Company shall promptly return to the Holder any original Note Debenture delivered to the Company and the Holder shall promptly return to the Company the Common Stock certificates issued to such Holder pursuant to the rescinded Conversion Notice.

Failure to Deliver Certificates. If, in the case of any Notice of Conversion, such certificate or certificates are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company Borrower at any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which event the Company Borrower shall promptly return to the Holder any original Note Debenture delivered to the Company Borrower and the Holder shall promptly return to the Company Borrower the Common Stock certificates issued to such Holder pursuant to the rescinded Conversion Notice.

Failure to Deliver Certificates. If, in the case of any Notice of Conversion, such certificate or certificates are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company at any time on or before its receipt of such certificate or certificates, to rescind such Notice of Conversion, in which event the Company shall promptly return to the Holder any original Note delivered to the Company and the Holder shall promptly return to the Company the Common Stock certificate or certificates issued to such Holder pursuant to the rescinded Conversion NoticeNotice of Conversion.

Failure to Deliver Certificates. If, in the case of any Notice of Conversion, such certificate or certificates are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company at any time on or before its receipt of such certificate or certificates, to rescind such Notice of Conversion, in which event the Company shall promptly return to the Holder any original Note delivered to the Company Company, and the Holder shall promptly return to the Company the Common Stock certificate or certificates issued to such Holder pursuant to the rescinded Conversion NoticeNotice of Conversion.

Failure to Deliver Certificates. If, If in the case of any Notice of ConversionConversion Notice, such the certificate or certificates are not delivered to or as directed by the applicable Holder by the Share Delivery Datedate required hereby, the Holder shall be entitled to elect by written notice to the Company at any time on or before its receipt of such certificate or certificates, to rescind such ConversionConversion Notice, in which event the Company shall promptly return to the Holder any original Note delivered to the Company and the Holder shall promptly return to the Company the Common Stock certificates issued to such Holder pursuant representing the principal amount of this Note unsuccessfully tendered for conversion to the rescinded Conversion NoticeCompany.

Failure to Deliver Certificates. If, in the case of any Notice of Conversion, such certificate or certificates (or book entry entitlements) are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company Borrower at any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which event the Company Borrower shall promptly return to the Holder any original Note delivered to the Company Borrower and the Holder shall promptly return to the Company Borrower the Common Stock certificates issued to such Holder pursuant to the rescinded Conversion NoticeNotice of Conversion.

Failure to Deliver Certificates. If, in the case of any Notice of Conversion, such certificate or certificates are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company Borrower at any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which event the Company Borrower shall promptly return to the Holder any original Note delivered to the Company Borrower and the Holder shall promptly return to the Company Borrower the Common Stock certificates issued to certificates, if any, received by such Holder pursuant to the rescinded Conversion Notice.

Failure to Deliver Certificates. If, If in the case of any Notice of Conversion, Conversion such certificate or certificates are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company at any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which event the Company shall promptly return to the Holder any original Note delivered to the Company and the Holder shall promptly return to the Company the Common Stock certificates issued to such Holder pursuant representing the principal amount of this Note unsuccessfully tendered for conversion to the rescinded Conversion NoticeCompany.

Failure to Deliver Certificates. If, in the case of any Notice a conversion of Conversionthis Note after the IPO, such certificate or certificates are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company at any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which event the Company shall promptly return to the Holder any original Note delivered to the Company and the Holder shall promptly return to the Company the Common Stock certificates issued to such Holder pursuant to the rescinded Conversion NoticeNotice of Conversion.

Failure to Deliver Certificates. If, in the case of any a Notice of ConversionConversion in connection with the IPO, such certificate or certificates are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company at any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which event the Company shall promptly return to the Holder any original Note delivered to the Company and the Holder shall promptly return to the Company the Common Stock Share certificates issued to such Holder pursuant to the rescinded Conversion NoticeNotice of Conversion.

Failure to Deliver Certificates. If, in the case of any a Notice of Conversion, such certificate or certificates are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company at any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which event the Company shall promptly return to the Holder any original Note delivered to the Company and the Holder shall promptly return to the Company the Common Stock Share certificates issued to such Holder pursuant to the rescinded Conversion NoticeNotice of Conversion.

Failure to Deliver Certificates. If, in the case of any a Notice of ConversionConversion in connection with the IPO, such certificate or certificates are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company at any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which event the Company shall promptly return to the Holder any original Note delivered to the Company and the Holder shall promptly return to the Company the Common Stock Unit certificates issued to such Holder pursuant to the rescinded Conversion NoticeNotice of Conversion.

Failure to Deliver Certificates. If, in the case of any Notice of Conversion, such certificate or certificates are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company at any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which event the Company shall promptly return to the Holder any original Note delivered to the Company and the Holder shall promptly return to the Company the Common Stock certificates issued to such Holder pursuant to the rescinded Conversion Notice.. {00788291.DOCX;2 }

Failure to Deliver Certificates. If, in the case of any Notice of Conversion, such certificate or certificates are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company Borrower at any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which event the Company Borrower shall promptly return to the Holder any original Note delivered to the Company Borrower and the Holder shall promptly return to Borrower the Company the Common Stock Ordinary Shares certificates issued to such Holder pursuant to the rescinded Conversion Notice.

Failure to Deliver Certificates. If, If in the case of any Notice of Conversion, Conversion such certificate or certificates are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company at any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which event the Company shall promptly return to the Holder any original Note delivered to the Company and the Holder shall promptly return to the Company the Common Stock certificates issued to such Holder pursuant representing the principal amount of this Note unsuccessfully tendered for conversion to the rescinded Conversion Notice.Company.1

Failure to Deliver Certificates. If, in the case of any Notice of Conversion, such certificate or certificates are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company Borrowers at any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which event the Company Borrowers shall promptly return to the Holder any original Note delivered to the Company Borrowers and the Holder shall promptly return to the Company Borrowers the Common Stock certificates issued to such Holder pursuant to the rescinded Conversion Notice.

Failure to Deliver Certificates. If, in the case of any Notice of ConversionConversion Notice, such certificate or certificates are not delivered to or as directed by the applicable Holder by the Share Delivery DateDeadline, the Holder shall be entitled to elect by written notice to the Company at any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which event the Company shall promptly return to the Holder any original Note Debenture delivered to the Company and the Holder shall promptly return to the Company the Common Stock certificates issued to such Holder pursuant to the rescinded Conversion Notice.

Failure to Deliver Certificates. If, in the case of any Notice of Conversion, such certificate or certificates are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company Corporation at any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which event the Company Corporation shall promptly return to the Holder any original Note Series C Preferred Stock certificate delivered to the Company Corporation and the Holder shall promptly return to the Company Corporation the Common Stock certificates issued to such Holder pursuant to the rescinded Conversion Notice.

Failure to Deliver Certificates. If, in the case of any Notice of Conversion, such certificate or certificates are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company at any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which event the Company shall promptly return to the Holder any original Note Series B Debenture delivered to the Company and the Holder shall promptly return to the Company the Common Stock certificates issued to such Holder pursuant to the rescinded Conversion Notice.

Failure to Deliver Certificates. If, in the case of any Notice of Conversion, such certificate or certificates are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company at any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which event the Company shall promptly return to the Holder any original Note delivered to the Company and the Holder shall promptly return to the Company the Common Stock certificates issued to such Holder pursuant to the rescinded Conversion Notice.. {00769147.DOCX;1 }

Failure to Deliver Certificates. If, in the case of any Notice of Conversion, such certificate or certificates are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company at any time on or before its receipt of such certificate or certificates, to rescind such Conversionconversion, in which event the Company shall promptly return to the Holder any original Note delivered to the Company and the Holder shall promptly return to the Company the Common Stock certificate or certificates issued to such Holder pursuant to the rescinded Conversion Notice.

Failure to Deliver Certificates. If, in the case of any Notice of Conversion, such certificate or certificates are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company at any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which event the Company shall promptly return to the Holder any original Note Series B Preferred Stock certificate delivered to the Company Company, if any, and the Holder shall promptly return to the Company the Common Stock certificates issued to such Holder pursuant to the rescinded Conversion Notice.

Failure to Deliver Certificates. If, in the case of any Notice of Conversion, such certificate or certificates are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company at any time on or before its receipt of such certificate or certificates, certificates to rescind such Conversion, in which event the Company shall promptly return to the Holder any original Note Debenture delivered to the Company and the Holder shall promptly return to the Company the Common Stock certificates issued to such Holder pursuant to the rescinded Conversion Notice.

Failure to Deliver Certificates. If, in the case of any Notice of Conversion, such certificate or certificates are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company Corporation at any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which event the Company Corporation shall promptly return to the Holder any original Note Preferred Stock certificate delivered to the Company and the Holder shall promptly return to the Company the Common Stock certificates issued to such Holder pursuant to the rescinded Conversion NoticeCorporation.

Failure to Deliver Certificates. If, in the case of any Notice of Conversion, such certificate or certificates are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company at any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which event the Company shall promptly return to the Holder any original Note delivered to the Company and the Holder shall promptly return to the Company the Common Preferred Stock certificates issued to such Holder pursuant to the rescinded Conversion Notice.

Failure to Deliver Certificates. If, in the case of any Notice of Conversion, such certificate or certificates are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled thereafter to elect by written notice to the Company Corporation at any time on or before its such Holder’s receipt of such certificate or certificates, to rescind such Conversion, in which event the Company Corporation shall promptly return to the Holder any original Note Series A Preference Shares certificate delivered to the Company Corporation and the Holder shall promptly return to the Company Corporation the Common Stock certificates issued to such Holder pursuant to the rescinded Conversion Notice.

Failure to Deliver Certificates. If, in the case of any Notice of Conversion, such certificate or certificates are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company at any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which event the Company shall promptly return to the Holder any original Note Debenture delivered to the Company and the Holder shall promptly return to the Company the any Common Stock certificates issued to such Holder pursuant to the rescinded Conversion Notice.

Failure to Deliver Certificates. If, in the case of any Notice of Conversion, such certificate or certificates are not delivered to or as directed by the applicable Holder Purchaser by the Share Delivery Date, the Holder Purchaser shall be entitled to elect by written notice to the Company at any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which event the Company shall promptly return to the Holder Purchaser any original Note delivered to the Company and the Holder Purchaser shall promptly return to the Company the Common Stock certificates issued to such Holder Purchaser pursuant to the rescinded Conversion Notice.

Failure to Deliver Certificates. If, If in the case of any Notice of ConversionConversion Notice, such the certificate or certificates are not delivered to or as directed by the applicable Holder by the Share Delivery Datedate required hereby, the Holder shall be entitled to elect by written notice to the Company at any time on or before its receipt of such certificate or certificates, to rescind such ConversionConversion Notice, in which event the Company shall promptly return to the Holder any original Note Debenture delivered to the Company and the Holder shall promptly return to the Company the Common Stock certificates issued to such Holder pursuant representing the principal amount of this Debenture unsuccessfully tendered for conversion to the rescinded Conversion NoticeCompany.

Failure to Deliver Certificates. If, in the case of any Notice of ConversionConversion Notice, such certificate or certificates are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company at any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which event the Company shall promptly return to the Holder any original Note Debenture delivered to the Company and the Holder shall promptly return to the Company the Common Stock certificates issued to such Holder pursuant to the rescinded Conversion Notice.

Failure to Deliver Certificates. If, in the case of any Notice of Conversion, such certificate or certificates are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company at any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which event the Company shall promptly return to the Holder any original Note delivered to the Company and the Holder shall promptly return to the Company the Common Stock certificates issued to such the Holder pursuant to the rescinded Conversion Notice.

Failure to Deliver Certificates. If, in the case of any Notice of Conversion, and as a result of the Company’s fault or failure to act, such certificate or certificates are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company at any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which event the Company shall promptly return to the Holder any original Note Debenture delivered to the Company and the Holder shall promptly return to the Company the Common Stock certificates issued to such Holder pursuant to the rescinded Conversion Notice.

Failure to Deliver Certificates. If, in the case of any Notice of Conversion, such certificate or certificates are not delivered d elivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company at any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which event the Company shall promptly return to the Holder any original Note delivered to the Company and the Holder shall promptly return to the Company the Common Stock certificates issued to such Holder pursuant to the rescinded Conversion Notice.

Failure to Deliver Certificates. If, in the case of any Notice of Conversion, such certificate or certificates are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company at any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which event the Company shall promptly return to the Holder any original Note Debenture delivered to the Company and the Holder shall promptly return to the Company the shares of Common Stock certificates issued to such Holder pursuant to the rescinded Conversion Notice.

Failure to Deliver Certificates. If, in the case of any Notice of ConversionConversion Notice, such the required Common Stock certificate or certificates are not delivered to or as directed by the applicable Holder without restrictive legend by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company at any time on or before its receipt of such certificate or certificatestime, to rescind such Conversionconversion, in which event the Company shall promptly return to the Holder any original Note delivered to the Company and the Holder shall promptly return to the Company the any Common Stock certificates issued to such Holder pursuant to the rescinded rescinding Conversion Notice.

Failure to Deliver Certificates. If, in the case of any Notice of Conversion, such certificate or certificates are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company at any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which event the Company shall promptly return to the Holder any original Note delivered to the Company and the Holder shall promptly return to the Company the Common Stock certificates issued to such Holder pursuant to the rescinded Conversion Notice.. {00757963.DOCX;3 }

Failure to Deliver Certificates. If, in the case of any Notice of Conversion, such certificate or certificates are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company at any time on or before its receipt delivery of such certificate or certificates, to rescind such Conversion, in which event the Company shall promptly return to the Holder any original Note delivered to the Company and the Holder shall promptly return to the Company the Common Stock certificates issued to such Holder pursuant to the rescinded Conversion Notice.such

Failure to Deliver Certificates. If, If in the case of any Notice of Conversion, Conversion such certificate certificate(s) or certificates shares are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company at any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which event the Company shall promptly return to the Holder any original Note delivered to the Company and the Holder shall promptly return to the Company the Common Stock certificates issued to such Holder pursuant representing the principal amount of this Note unsuccessfully tendered for conversion to the rescinded Conversion NoticeCompany.

Failure to Deliver Certificates. If, If in the case of any Notice of Conversion, Conversion such certificate or certificates are not delivered to or as directed by the applicable Holder by the Share Delivery seventh Trading Day after the Conversion Date, the Holder shall be entitled to elect by written notice to the Company at any time on or before its receipt of such certificate or certificates, to rescind such Conversionconversion, in which event the Company shall promptly return to the such Holder any original Note note delivered to the Company and the such Holder shall promptly return to the Company the Common Stock certificates issued to such Holder pursuant representing the principal amount of this Note tendered for conversion to the rescinded Conversion NoticeCompany.

Failure to Deliver Certificates. If, in the case of any Notice of Conversion, such certificate or certificates are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company at any time on or before its receipt of such certificate or certificates, to rescind such Conversionconversion, in which event the Company shall promptly return to the Holder any original Note delivered to the Company and the Holder shall promptly return to the Company the Common Stock certificates issued to such Holder pursuant to the rescinded Conversion NoticeNotice of Conversion.

Failure to Deliver Certificates. If, in the case of any Notice of Conversion, such certificate or certificates are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company at any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which event the Company shall promptly return to the Holder any original Note Series A Debenture delivered to the Company and the Holder shall promptly return to the Company the Common Stock certificates issued to such Holder pursuant to the rescinded Conversion Notice.

Failure to Deliver Certificates. If, in the case of any Notice of Conversion, such certificate or certificates ce11ificates are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company at any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which event the Company shall promptly return to the Holder any original Note delivered to the Company and the Holder shall promptly return to the Company the Common Stock certificates issued to such Holder pursuant to the rescinded Conversion Notice.

Failure to Deliver Certificates. If, in the case of any Notice of Conversion, such certificate or certificates are not delivered to or as directed by the applicable Holder by the second Trading Day after the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company at any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which event the Company shall promptly return to the Holder any original Note Debenture delivered to the Company and the Holder shall promptly return to the Company the Common Stock certificates issued to such Holder pursuant to the rescinded Conversion Notice.

Failure to Deliver Certificates. If, in the case of any Notice of Conversion, such certificate or certificates are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company Borrower at any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which event the Company Borrower shall promptly return to the Holder any original Note delivered to the Company Borrower and the Holder shall promptly return to Borrower the Company the Common Stock certificate or certificates issued to such Holder pursuant to the rescinded Conversion Notice.

Failure to Deliver Certificates. If, in the case of any Notice of Conversion, such certificate or certificates are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company at any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which event the Company shall promptly return to the Holder any original Note delivered to the Company and the Holder shall promptly return to the Company the Common Stock certificates issued to such Holder pursuant to the rescinded Conversion Notice.

Failure to Deliver Certificates. If, If in the case of any Notice of Conversion, Conversion such certificate or certificates are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company at any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which event the Company shall promptly return to the Holder any original Note Debenture delivered to the Company and the Holder shall promptly return to the Company the Common Stock certificates issued to such Holder pursuant representing the Principal Amount of this Debenture unsuccessfully tendered for conversion to the rescinded Conversion NoticeCompany.

Failure to Deliver Certificates. If, If in the case of any Notice of Conversion, Conversion such certificate or certificates are not delivered to or as directed by the applicable Holder by as soon as commercially practicable after the Share Delivery applicable Conversion Date, the Holder shall be entitled to elect by written notice to the Company at any time on or before its receipt of such certificate or certificatescertificates thereafter, to rescind such Conversionconversion, in which event the Company shall promptly immediately return to the Holder any original certificates representing the principal amount of this Note delivered to the Company and the Holder shall promptly return to the Company the Common Stock certificates issued to such Holder pursuant to the rescinded Conversion Noticetendered for conversion.

Failure to Deliver Certificates. If, in the case of any Notice of Conversion, such certificate or certificates are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company at any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which event the Company shall promptly return to the Holder any original Note Series C Preferred Stock certificate delivered to the Company Company, if any, and the Holder shall promptly return to the Company the Common Stock certificates issued to such Holder Holder, if any, pursuant to the rescinded Conversion NoticeNotice of Conversion.