Delivery of Conversion Shares Upon Conversion. Not later than three (3) Trading Days after the Conversion Date (the “Share Delivery Date”), ​ shall deliver, or cause to be delivered, to the Holder the Conversion Shares.

In addition to any other rights available to the Payee, if the Maker fails to transmit to the Payee the Shares in accordance with the provisions of [Section 4(a)] above pursuant to conversion on or before the Delivery Date, and if after such date the Payee is required by its broker to purchase (in an open market transaction or otherwise) or the Payee’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Payee of the Shares which the Payee anticipated receiving upon such exercise (a “Buy-In”), then the Maker shall # pay in cash to the Payee the amount, if any, by which # the Payee’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds # the amount obtained by multiplying # the number of Shares that the Maker was required to deliver to the Payee in connection with the conversion at issue times # the price at which the sell order giving rise to such purchase obligation was executed, and # at the option of the Payee, either reinstate the portion of the Note and equivalent number of Shares for which such conversion was not honored (in which case such conversion shall be deemed rescinded) or deliver to the Payee the number of shares of Common Stock that would have been issued had the Maker timely complied with its exercise and delivery obligations hereunder. For example, if the Payee purchases Common Stock having a total purchase price of ​ to cover a Buy-In with respect to an attempted conversion of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of ​, under [clause (A)] of the immediately preceding sentence the Maker shall be required to pay the Payee ​. The Payee shall provide the Maker written notice indicating the amounts payable to the Payee in respect of the Buy-In and, upon request of the Maker, evidence of the amount of such loss. Nothing herein shall limit a Payee’s right to pursue any 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 Maker’s failure to timely deliver shares of Common Stock upon conversion of the Note as required pursuant to the terms hereof.

Failure to Deliver Possession. If the Landlord does not provide possession of the Premises on the first day of the Lease term for any reason not within the Landlord’s control, including partial or complete destruction of the Premises or any “Act of God,” the Tenant may terminate this Lease with proper notice as required by law. IN SUCH EVENT, THE LANDLORD’S LIABILITY TO THE TENANT WILL BE LIMITED TO THE RETURN OF ALL SUMS PREVIOUSLY PAID BY THE TENANT TO THE LANDLORD.

Failure to Deliver Possession. If for any reason Sublandlord cannot deliver possession of the Sublet Portion to Subtenant by the Commencement Date, the Commencement Date shall be delayed until the day the Sublet Portion is delivered to Subtenant. If Sublandlord has not delivered to Subtenant the Sublet Portion by ​ (subject to extension due to a Force Majeure Event or any delay caused by Subtenant), Subtenant shall, until such time the Sublet Portion is delivered, have the right to terminate this Sublease by delivery to Sublandlord a termination notice, which shall be effective immediately upon receipt by Sublandlord. Upon request by Subtenant, Sublandlord shall keep Subtenant apprised as to the anticipated Commencement Date. Sublandlord shall notify Subtenant via email in writing at least five (5) days prior to delivering the Sublet Portion to Subtenant.

Failure to Deliver Certificates. If in the case of any Conversion Notice, the certificate or certificates are not delivered to or as directed by the Holder by the date 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 Conversion 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 representing the principal amount of this Note unsuccessfully tendered for conversion to the Company.

Delivery of Common Stock Upon Conversion. Upon receipt by the Borrower or Borrower’s transfer agent from the Holder of a facsimile transmission or e-mail (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this [Section 1.4], the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Conversion Shares (or cause the electronic delivery of the Conversion Shares as contemplated by [Section 1.4(f)] hereof) within one (1) Trading Day after such receipt (the “Deadline”) (and, solely in the case of conversion of the entire unpaid Principal Amount and interest (including any Default Interest) under this Note, surrender of this Note). If the Company shall fail for any reason or for no reason to issue to the Holder on or prior to the Deadline a certificate for the number of Conversion Shares or to which the Holder is entitled hereunder and register such Conversion Shares on the Company’s share register or to credit the Holder’s balance account with DTC (as defined below) for such number of Conversion Shares to which the Holder is entitled upon the Holder’s conversion of this Note (a “Conversion Failure”), then, in addition to all other remedies available to the Holder, # the Company shall pay in cash to the Holder on each day after the Deadline and during such Conversion Failure an amount equal to 2.0% of the product of # the sum of the number of Conversion Shares not issued to the Holder on or prior to the Deadline and to which the Holder is entitled and # the closing sale price of the Common Stock on the Trading Day immediately preceding the last possible date which the Company could have issued such Conversion Shares to the Holder without violating this [Section 1.4(d)]; and # the Holder, upon written notice to the Company, may void all or any portion of such Notice of Conversion; provided that the voiding of all or any portion of a Notice of Conversion shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice. In addition to the foregoing, if on or prior to the Deadline the Company shall fail to issue and deliver a certificate to the Holder and register such Conversion Shares on the Company’s share register or credit the Holder’s balance account with DTC for the number of Conversion Shares to which the Holder is entitled upon the Holder’s exercise hereunder or pursuant to the Company’s obligation pursuant to [clause (ii)] below, and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the Company, then the Company shall, within two (2) Trading Days after the Holder’s request and in the Holder’s discretion, either # pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other reasonable and customary out-of-pocket expenses, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such Conversion Shares) or credit such Holder’s balance account with DTC for such Conversion Shares shall terminate, or # promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Conversion 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 # such number of shares of Common Stock, times # the closing sales price of the Common Stock on the date of exercise. Nothing shall limit the Holder’s right to pursue any 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 Company’s failure to timely deliver certificates representing the Conversion Shares (or to electronically deliver such Conversion Shares) upon the conversion of this Note as required pursuant to the terms hereof.

a Buy-In with respect to an attempted exercise of Ordinary Shares with an aggregate sale price giving rise to such purchase obligation of ​, under [clause (A)] of the immediately preceding sentence the Company shall be required to pay the Holder ​. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any 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 Company’s failure to timely deliver Ordinary Shares upon exercise of the Warrant as required pursuant to the terms hereof.

Failure to Timely Clean-Up. Should any Clean-up for which Tenant is responsible not be completed, or should Tenant not receive the Closure Letter and any governmental approvals required under Environmental Laws in conjunction with such Clean-up prior to the expiration or earlier termination of this Lease, then, commencing on the later of the termination of this Lease and three (3) business days after Landlord's delivery of notice of such failure and that it elects to treat such failure as a holdover, Tenant shall be liable to Landlord as a holdover tenant (as more particularly provided in [Article 16]) until Tenant has fully complied with its obligations under this [Section 5.3].

Failure to Deliver Loss = [(High trade price at any time on or after the day of exercise) x (Num- ber of conversion shares)]

If ​ shall fail for any reason or for no reason to issue via the Depository Trust Company to SPV Common Stock that is free from all restrictive and other legends within two (2) Trading Days of receipt of all documents necessary for the removal of the legend on the Common Stock, then, in addition to all other remedies available to SPV, if on or after the Trading Day immediately following such two (2) Trading Day period, SPV purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the holder of shares of Common Stock that SPV anticipated receiving from ​ without any restrictive legend (a “Buy-In”), then ​ shall, within two (2) Trading Days after SPV’s request and in SPV’s sole discretion, # pay in cash to SPV the amount by which # SPV’s total purchase price (including any brokerage commissions) for the shares of Common Stock so purchased exceeds # the product of # the aggregate number of shares of Common Stock that SPV was entitled to receive from the conversion at issue multiplied by # the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions). SPV shall provide ​ written notice, within three (3) Trading Days after the occurrence of a Buy-In, indicating the amounts payable to SPV in respect of such Buy-In together with applicable confirmations and other evidence reasonably requested by ​. Nothing herein shall limit SPV’s right to pursue any 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 ​’s failure to timely deliver shares of Common Stock upon conversion of the shares of SC Preferred, the ​/D2 Warrants or the Convertible Notes as required pursuant to the terms hereof.