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and the Holder shall promptly return to the Company the Common Stock certificates issued to such Holder pursuant to the rescinded Conversion Notice. Notwithstanding the obligations of the Company contained in Section 4(c) to deliver share certificates, any requirement to deliver share certificates shall be remedied by recording share issuances in favor of the Holder in book entry form and delivery to the Holder of written evidence of such share issuances.

Failure to Timely Deliver. If the Company fails to issue and deliver (or cause to be delivered) to the Buyer by the Required Delivery Date a new Note so delivered to the Company by such Buyer that is free from all restrictive and other legends, then, in addition to all other remedies available to such Buyer, the Company shall pay in cash to such Buyer on each day after the Required Delivery Date that the issuance is not timely effected an amount equal to 2% of the original principal amount of such Buyer’s Note.

If the 26th Floor shall not be available for Tenant’s occupancy on the Anticipated 26th Floor Delivery Date for any reason not within the control of Landlord, including the holding over of the prior tenant, then Landlord and Tenant agree that the failure to have the 26th Floor available for occupancy by Tenant shall in no way affect the validity of the Lease or the inclusion of the 26th Floor in the Premises or the obligations of Landlord or Tenant under the Lease, nor shall the same be construed in any way to extend the term of the Lease or impose any liability on Landlord, and for the purpose of this Rider Section 4, the 26th Floor Delivery Date shall be deferred to and shall be the date the 26th Floor is delivered to Tenant in the delivery condition herein. The provisions of this Rider [Section 4(g)(i)] are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law.

If Sublandlord is unable to give possession of any ROFO Space to Subtenant because of the holding over or retention of possession of any subtenant or other occupant(s), Sublandlord shall not be subject to any liability for failure to give possession on said date and the validity of this Sublease shall not be impaired under such circumstances, nor shall the same be construed in any way to extend the term of this Sublease or the subleasing of such ROFO Space, but the rent payable in respect of such ROFO Space shall be postponed until delivery of possession of such ROFO Space. The provisions of this Section 23.8 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law.

If the 25th Floor shall not be available for Tenant’s occupancy on the Anticipated 25th Floor Delivery Date for any reason not within the control of Landlord, including the holding over of the prior tenant, then Landlord and Tenant agree that the failure to have the 25th Floor available for occupancy by Tenant shall in no way affect the validity of the Lease or the inclusion of the 25th Floor in the Premises or the obligations of Landlord or Tenant under the Lease, nor shall the same be construed in any way to extend the term of the Lease or impose any liability on Landlord, and for the purpose of this Rider Section 3, the 25th Floor Delivery Date shall be deferred to and shall be the date the 25th Floor is delivered to Tenant in the delivery condition herein. The provisions of this Rider [Section 3(f)(i)] are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law.

If the Full Floor Expansion Space shall not be available for Tenant’s occupancy on the Anticipated Full Floor Delivery Date for any reason not within the control of Landlord, including the holding over of the prior tenant, then Landlord and Tenant agree that the failure to have the Full Floor Expansion Space available for occupancy by Tenant shall in no way affect the validity of the Lease or the inclusion of the Full Floor Expansion Space in the Premises or the obligations of Landlord or Tenant under the Lease, nor shall the same be construed in any way to extend the term of the Lease or impose any liability on Landlord, and for the purpose of this Rider Section 6, the Full Floor Delivery Date shall be deferred to and shall be the date the Full Floor Expansion Space is delivered to Tenant in the delivery condition herein. The provisions of this Rider [Section 6(g)(i)] are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law.

If any Partial Floor ROFO Space shall not be available for Tenant’s occupancy on the Anticipated Partial Floor Delivery Date for any reason not within the control of Landlord, including the holding

If any Available ROFO Space shall not be available for Tenant’s occupancy on the Anticipated Available ROFO Delivery Date for any reason not within the control of Landlord, including the holding over of the prior tenant, then Landlord and Tenant agree that the failure to have such Available ROFO Space available for occupancy by Tenant shall in no way affect the validity of the Lease or the inclusion of such Available ROFO Space in the Premises or the obligations of Landlord or Tenant under the Lease, nor shall the same be construed in any way to extend the term of the Lease or impose any liability on Landlord, and for the purpose of this Rider Section 2, the Available ROFO Delivery Date shall be deferred to and shall be the date such Available ROFO Space is delivered to Tenant in the delivery condition set forth in Rider [Section 2(g)(i)] above. The provisions of this Rider [Section 2(h)(i)] are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law.

If the 27th Floor shall not be available for Tenant’s occupancy on the Anticipated 27th Floor Delivery Date for any reason not within the control of Landlord, including the holding over of the prior tenant, then Landlord and Tenant agree that the failure to have the 27th Floor available for occupancy by Tenant shall in no way affect the validity of the Lease or the inclusion of the 27th Floor in the Premises or the obligations of Landlord or Tenant under the Lease, nor shall the same be construed in any way to extend the term of the Lease or impose any liability on Landlord, and for the purpose of this Rider Section 5, the 27th Floor Delivery Date shall be deferred to and shall be the date the 27th Floor is delivered to Tenant in the delivery condition herein. The provisions of this Rider [Section 5(g)(i)] are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law.

In the event a Batch is not released in accordance with the Delivery Schedule, ​.