Failure to Deliver Conversion Shares. If, in the case of any Notice of Conversion, such Conversion 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 ​ at any time on or before its receipt of such Conversion Shares, to rescind such conversion, in which event the ​ shall promptly return to the Holder any original Note delivered to the ​.

Failure to Deliver Option Shares. If the Participant fails or refuses to deliver on a timely basis duly endorsed certificates representing Company Option Shares to be sold to ​ or its assignee pursuant to this [Section 15], ​ or its assignee shall have the right to deposit the purchase price for such Company Option Shares in a special account with any bank or trust company, giving notice of such deposit to the Participant, whereupon such Company Option Shares shall be deemed to have been purchased by ​ or its assignee, as the case may be. All such monies shall be held by the bank or trust company for the benefit of the Participant. All monies deposited with the bank or trust company but remaining unclaimed for two years after the date of deposit shall be repaid by the bank or trust company to ​ on demand, and the Participant shall thereafter look only to ​ for payment.

Failure to Deliver. Company agrees that if it fails to deliver the required number of freely tradable shares subject to the last paragraph of [Section 1], within seven (7) business days of ​ exercising its warrants, the Company shall pay as liquidated damages, 250 freely tradeable shares of Company to Holder for each business day thereafter it fails to distribute the required number of shares to Holder. Company agrees that if it fails to satisfy its obligation in this paragraph, Holder’s damages would be uncertain and difficult (if not impossible) to accurately estimate because of the parties’ inability to protect Holder’s damages. Accordingly, the parties agree that the liquidated damages are not a penalty but shall be deemed liquidated damages.

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.

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 Loss = [(High trade price at any time on or after the day of exercise) x (Number of conversion shares)]

At the Holder’s election, if the Company fails for any reason to deliver to the Holder the conversion shares by the 3rd business day following the delivery of a Notice of Conversion to the Company and if the Holder incurs a Failure to Deliver Loss, then at any time the Holder may provide the Company written notice indicating the amounts payable to the Holder in respect of the Failure to Deliver Loss and the Company must make the Holder whole as follows:

Failure to Deliver Transaction Expense Amount. The Borrower fails to deliver the Transaction Expense Amount (as defined in the Purchase Agreement) to the Holder within three (3) business days of the date such amount is due.

“Deemed Issuance” means an issuance of Common Stock that shall be deemed to have occurred on the latest possible permitted date pursuant to the terms hereof or any applicable Warrant in the event Borrower fails to deliver Conversion Shares as and when required pursuant to [Section 9] of the Note or Warrant Shares (as defined in the Purchase Agreement) as and when required pursuant to the Warrant. For the avoidance of doubt, if Borrower has elected or is deemed under [Section 8.3] to have elected to pay an Installment Amount in Installment Conversion Shares and fails to deliver such Installment Conversion Shares, such failure shall be considered a Deemed Issuance hereunder even if an Equity Conditions Failure exists at that time or other relevant date of determination.