Common use of Buy-In Clause in Contracts

Buy-In. In addition to any other rights available to the Holder, if the Issuer fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the Warrant Stock pursuant to an exercise on or before the Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Stock which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Issuer shall (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of Warrant Stock that the Issuer was required to deliver to the Holder in connection with the exercise at issue times, (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock for which such exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Issuer timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Issuer shall be required to pay the Holder $1,000. The Holder shall provide the Issuer written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Issuer. 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 Issuer’s failure to timely deliver certificates representing shares of Common Stock upon exercise of this Warrant as required pursuant to the terms hereof.

Buy-In. In Notwithstanding anything else to the contrary contained herein, in addition to any other rights available to the Holder, if the Issuer Company fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the applicable Warrant Stock pursuant to an Shares purchased upon exercise hereof or credit the Holder’s balance account with DTC, as applicable, on or before the end of the Delivery DatePeriod (other than a failure caused by any incorrect or incomplete information provided by Holder to the Company hereunder), and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) purchases shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Stock which Shares that the Holder anticipated receiving from the Company upon such exercise of this Warrant (a “Buy-In”), then the Issuer shall Company shall, within three Business Days after the Holder’s request, (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of Warrant Stock Shares that the Issuer Company was required to deliver to the Holder in connection with the exercise at issue timesissue, by (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock Shares for which such exercise was not honored honored, or deliver to the Holder the number of shares of Common Stock Warrant Shares that would have been issued had the Issuer Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Issuer shall be required to pay the Holder $1,000. The Holder shall provide the Issuer Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the IssuerCompany. Nothing herein shall limit a 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 IssuerCompany’s failure to timely deliver certificates representing shares of Common Stock upon exercise of this Warrant the Securities as required pursuant to the terms hereof.

Buy-In. In Notwithstanding anything else to the contrary contained herein, in addition to any other rights available to the Holder, if the Issuer Company fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the applicable Warrant Stock pursuant to an Shares purchased upon exercise hereof or credit the Holder’s balance account with DTC, as applicable, on or before the end of the Delivery DatePeriod (other than a failure caused by any incorrect or incomplete information provided by Holder to the Company hereunder), and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) purchases shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Stock which Shares that the Holder anticipated receiving from the Company upon such exercise of this Warrant (a “Buy-In”), then the Issuer shall Company shall, within three Business Days after the Holder’s request, (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of Warrant Stock Shares that the Issuer Company was required to deliver to the Holder in connection with the exercise at issue timesissue, by (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock Shares for which such exercise was not honored honored, or deliver to the Holder the number of shares of Common Stock Warrant Shares that would have been issued had the Issuer Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Issuer shall be required to pay the Holder $1,000. The Holder shall provide the Issuer Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the IssuerCompany. Nothing herein shall limit a 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 IssuerCompany’s failure to timely deliver certificates representing shares of Common Stock upon exercise of this the Warrant Shares as required pursuant to the terms hereof.

Buy-In. In addition to any other rights available to the Holder, if the Issuer Company fails to cause its transfer agent Transfer Agent to transmit to the Holder a certificate or certificates certificates, or electronic shares through DWAC, representing the Warrant Stock pursuant to an exercise Exercise Shares on or before the end of the applicable Delivery DatePeriod (other than a failure caused by incorrect or incomplete information provided by Holder to the Company hereunder), and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) ), or the Holder’s brokerage firm otherwise purchases shares of Common Stock Warrant Shares to deliver in satisfaction of a sale by the Holder of the Warrant Stock which Exercise Shares that the Company was required to deliver to the Holder anticipated receiving upon in connection with such exercise Exercise (a “Buy-In”), then the Issuer Company shall (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock Warrant Shares so purchased exceeds (y) the amount (the “Sales Price”) obtained by multiplying (A) the number of shares of Warrant Stock Exercise Shares that the Issuer Company was required to deliver to the Holder in connection with the exercise Exercise at issue times, times (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock Exercise Shares for which such exercise Exercise was not timely honored or deliver to the Holder the number of shares of Common Stock Exercise Shares that would have been issued had the Issuer Company timely complied with its exercise Exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock Warrant Shares having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise Exercise to cover the sale of shares of Common Stock Warrant Shares with an aggregate sale price giving rise to such purchase obligation Sales Price of $10,000, under clause (1) of the immediately preceding sentence the Issuer Company shall be required to pay the Holder $1,000. The Holder shall provide the Issuer Company written notice notice, within three (3) Trading Days after the occurrence of a Buy-In, indicating the amounts payable to the Holder in respect of the such Buy-In, together with applicable confirmations and other evidence reasonably requested by the IssuerCompany. 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 IssuerCompany’s failure to timely deliver certificates representing shares Exercise Shares upon Exercise of Common Stock upon exercise of this the Warrant as required pursuant to the terms hereof; provided, however, that the Holder shall not be entitled to both (i) reinstate the portion of the Warrant and equivalent number of Exercise Shares for which such Exercise was not timely honored and (ii) receive such Exercise Shares.

Buy-In. In addition to any other rights available to the Holder, if the Issuer Company fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the Warrant Stock Exercise Shares pursuant to an exercise Exercise on or before the Warrant Shares Delivery DateDeadline, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Stock Exercise Shares which the Holder anticipated receiving upon such exercise Exercise (a “Buy-In”), then the Issuer Company shall (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of Warrant Stock Exercise Shares that the Issuer Company was required to deliver to the Holder in connection with the exercise Exercise at issue times, times (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock Exercise Shares for which such exercise Exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Issuer Company timely complied with its exercise Exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise Exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Issuer Company shall be required to pay the Holder $1,000. The Holder shall provide the Issuer Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the IssuerCompany. 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 IssuerCompany’s failure to timely deliver certificates representing shares of Common Stock upon exercise Exercise of this the Warrant as required pursuant to the terms hereof.

Buy-In. In Notwithstanding anything else to the contrary contained herein, in addition to any other rights available to the Holder, if the Issuer Company fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the applicable Warrant Stock pursuant to an Shares purchased upon exercise hereof or credit the Holder’s balance account with DTC, as applicable (a “Delivery Failure”), on or before the end of the Delivery DatePeriod (other than a failure caused by any incorrect or incomplete information provided by Holder to the Company hereunder), and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) purchases shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Stock which Shares that the Holder anticipated receiving from the Company upon such exercise of this Warrant (a “Buy-In”), then the Issuer shall Company shall, within three Business Days after the Holder’s request, (1) pay in cash to the Holder in the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of Warrant Stock Shares that the Issuer Company was required to deliver to the Holder in connection with the exercise at issue timesissue, by (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock Shares for which such exercise was not honored honored, or deliver to the Holder the number of shares of Common Stock Warrant Shares that would have been issued had the Issuer Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Issuer shall be required to pay the Holder $1,000. The Holder shall provide the Issuer Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the IssuerCompany. Nothing herein shall limit a 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 IssuerCompany’s failure to timely deliver certificates representing shares of Common Stock upon exercise of this the Warrant Shares as required pursuant to the terms hereof.

Buy-In. In addition to any other rights available to the Holder, if the Issuer Company fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the Warrant Stock Exercise Shares pursuant to an exercise Exercise on or before the Warrant Shares Delivery DateDeadline, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder's brokerage firm otherwise purchases shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Stock Exercise Shares which the Holder anticipated receiving upon such exercise Exercise (a “"Buy-In”"), then the Issuer Company shall (1) pay in cash to the Holder the amount (the "Buy-In Amount") by which (x) the Holder’s 's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of Warrant Stock Exercise Shares that the Issuer Company was required to deliver to the Holder in connection with the exercise Exercise at issue times, times (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock Exercise Shares for which such exercise Exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Issuer Company timely complied with its exercise Exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise Exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Issuer Company shall be required to pay the Holder $1,000. The Holder shall provide the Issuer Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the IssuerCompany. Nothing herein shall limit a Holder’s '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 Issuer’s Company's failure to timely deliver certificates representing shares of Common Stock upon exercise Exercise of this the Warrant as required pursuant to the terms hereof.

Buy-In. In Notwithstanding anything else to the contrary contained herein, in addition to any other rights available to the Holder, if the Issuer Company fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the applicable Warrant Stock pursuant to an Shares purchased upon exercise hereof or credit the Holder’s balance account with DTC, as applicable, on or before the end of the Delivery DatePeriod (other than a failure caused by any incorrect or incomplete information provided by Holder to the Company hereunder), and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) purchases shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Stock which Shares that the Holder anticipated receiving from the Company upon such exercise of this Warrant (a “Buy-In”), then the Issuer shall Company shall, within three Business Days after the Holder’s request, (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of Warrant Stock Shares that the Issuer Company was required to deliver to the Holder in connection with the exercise at issue timesissue, by (B) the price at which the sell order giving rise to such purchase obligation was executed, and or (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock Shares for which such exercise was not honored honored, or deliver to the Holder the number of shares of Common Stock Warrant Shares that would have been issued had the Issuer Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Issuer shall be required to pay the Holder $1,000. The Holder shall provide the Issuer Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the IssuerCompany. Nothing herein shall limit a 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 IssuerCompany’s failure to timely deliver certificates representing shares the net exercise number of Common Stock upon exercise of this Warrant Shares as required pursuant to the terms hereof.

Buy-In. In addition to any other rights available to the Holder, if the Issuer Company fails to cause its transfer agent Transfer Agent to transmit to the Holder a certificate or certificates certificates, or electronic shares through DWAC, representing the Warrant Stock Exercise Shares pursuant to an exercise Exercise on or before the Delivery DatePeriod (other than a failure caused by any incorrect or incomplete information provided by Holder to the Company hereunder), and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Stock Exercise Shares which the Holder anticipated receiving upon such exercise Exercise (a “Buy-In”), then the Issuer Company shall (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of Warrant Stock Exercise Shares that the Issuer Company was required to deliver to the Holder in connection with the exercise Exercise at issue times, times and (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock Exercise Shares for which such exercise Exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Issuer Company timely complied with its exercise Exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares Exercise to cover the sale of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Issuer Company shall be required to pay the Holder $1,000. The Holder shall provide the Issuer Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the IssuerCompany. 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 IssuerCompany’s failure to timely deliver certificates representing shares of Common Stock upon exercise Exercise of this the Warrant as required pursuant to the terms hereof.

Buy-In. In addition to any other rights available to the Holder, if the Issuer Company fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the Warrant Stock Exercise Shares pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Stock Exercise Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Issuer Company shall (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of Warrant Stock Exercise Shares that the Issuer Company was required to deliver to the Holder in connection with the exercise at issue times, times (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock Exercise Shares for which such exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Issuer Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Issuer Company shall be required to pay the Holder $1,000. The Holder shall provide the Issuer Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the IssuerCompany. 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 IssuerCompany’s failure to timely deliver certificates representing shares of Common Stock upon exercise of this the Warrant as required pursuant to the terms hereof.

Buy-In. In addition to any other rights available to If the Holder, if the Issuer Company fails to cause its transfer agent to transmit to so properly deliver such unlegended certificates or so properly credit the Holder a certificate balance account of such Buyer’s or certificates representing such Buyer’s nominee with DTC by the Warrant Stock pursuant to an exercise on or before the Required Delivery Date, and if on or after the Required Delivery Date such date the Holder is required by its broker to purchase Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder such Buyer of the Warrant shares of Common Stock which the Holder that such Buyer anticipated receiving upon from the Company without any restrictive legend, then, in addition to all other remedies available to such exercise Buyer, the Company shall, within three (a “Buy-In”)3) Trading Days after such Buyer’s request and in such Buyer’s sole discretion, then the Issuer shall either (1i) pay in cash to the Holder the such Buyer in an amount by which (x) the Holderequal to such Buyer’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (ythe “Buy-In Price”), at which point the Company’s obligation to deliver such certificate or credit such Buyer’s balance account shall terminate and such shares shall be cancelled, or (ii) the amount obtained by multiplying (A) the number of shares of Warrant Stock that the Issuer was required promptly honor its obligation to deliver to the Holder in connection with the exercise at issue times, (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock for which Buyer a certificate or certificates or credit such exercise was not honored or deliver to the Holder the Buyer’s DTC account representing such number of shares of Common Stock that would have been issued had if the Issuer Company timely complied with its exercise obligations hereunder and delivery obligations hereunder. For example, pay cash to such Buyer in an amount equal to the excess (if any) of the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise Price over the product of (A) such number of shares of Common Stock with an aggregate sale price giving rise Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such purchase obligation of $10,000, under clause Buyer by the Required Delivery Date times (1B) the Closing Sale Price (as defined in the Warrants) of the Common Stock on the Trading Day immediately preceding sentence the Issuer shall be required to pay the Holder $1,000. The Holder shall provide the Issuer written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Issuer. 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 Issuer’s failure to timely deliver certificates representing shares of Common Stock upon exercise of this Warrant as required pursuant to the terms hereofRequired Delivery Date.

Buy-In. In addition to any other rights available to the a Holder, if the Issuer Company fails to cause its transfer agent to transmit deliver to the Holder a certificate or certificates representing Warrant Shares by the Warrant Stock pursuant to an exercise third Trading Day after the date on or before the Delivery Datewhich delivery of such certificate is required by this Warrant, and if after such date third Trading Day the Holder is required by its broker to purchase purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder on or after the Exercise Date of the Warrant Stock which Shares that the Holder anticipated receiving upon such exercise from the Company (a “Buy-In”), then the Issuer shall Company shall, within three Trading Days after the Holder’s request and in the Holder’s discretion, either (1i) pay in cash to the Holder the in an amount by which (x) equal to the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (ythe “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such Common Stock) the amount obtained by multiplying shall terminate, or (Aii) the number of shares of Warrant Stock that the Issuer was required promptly honor its obligation to deliver to the Holder in connection with the exercise at issue times, (B) the price at which the sell order giving rise to a certificate or certificates representing such purchase obligation was executed, Common Stock and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock for which such exercise was not honored or deliver pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock that would Stock, times (B) the Closing Price on the date of the event giving rise to the Company’s obligation to deliver such certificate. Notwithstanding the foregoing, the Company shall have been issued had no liability under this subsection for the Issuer timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In Price if it has compiled with respect the requirements of subsection 1.1 above and, notwithstanding it using its best efforts to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise have its transfer agent deliver the Warrant Shares to such purchase obligation of $10,000, under clause (1) the Holders within three trading days of the immediately preceding sentence the Issuer shall be required to pay the Holder $1,000. The Holder shall provide the Issuer written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Issuer. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunderrequest, at law or in equity including, without limitation, such Warrant Shares are not delivered on a decree of specific performance and/or injunctive relief with respect to the Issuer’s failure to timely deliver certificates representing shares of Common Stock upon exercise of this Warrant as required pursuant to the terms hereofbasis.

Buy-In. In addition to any other rights available to the Holder, if the Issuer Company fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the Warrant Stock Exercise Shares pursuant to an exercise Exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Stock Exercise Shares which the Holder anticipated receiving upon such exercise Exercise (a “Buy-In”), then the Issuer Company shall (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of Warrant Stock Exercise Shares that the Issuer Company was required to deliver to the Holder in connection with the exercise Exercise at issue times, times (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock Exercise Shares for which such exercise Exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Issuer Company timely complied with its exercise Exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise Exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Issuer Company shall be required to pay the Holder $1,000. The Holder shall provide the Issuer Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the IssuerCompany. 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 IssuerCompany’s failure to timely deliver certificates representing shares of Common Stock upon exercise Exercise of this the Warrant as required pursuant to the terms hereof.

Buy-In. In addition to any other rights available to the Holder, if the Issuer fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the Warrant Stock pursuant to an exercise on or before the Delivery Date (or, in the case of any exercise of this Warrant after the six month anniversary of the Original Issue Date, any such certificate representing Warrant Stock contains any legend restricting transfer (including any legend set forth in Section 2(g)(ii) above)), and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Stock which the Holder anticipated receiving upon such exercise (a “"Buy-In”"), then the Issuer shall (1) pay in cash to the Holder the amount by which (x) the Holder’s 's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of Warrant Stock that the Issuer was required to deliver to the Holder in connection with the exercise at issue times, (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock for which such exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Issuer timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Issuer shall be required to pay the Holder $1,000. The Holder shall provide the Issuer written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Issuer. Nothing herein shall limit a Holder’s '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 Issuer’s 's failure to timely deliver certificates representing shares of Common Stock upon exercise of this Warrant as required pursuant to the terms hereof.

Buy-In. In addition to any other rights or remedies available to the HolderHolder hereunder or otherwise at law or in equity, if the Issuer Company fails to cause its transfer agent Transfer Agent to transmit deliver to the Holder a certificate or certificates representing the Warrant Stock Exercise Shares pursuant to an exercise Exercise on or before the last day of the Delivery DatePeriod, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder or Holder’s brokerage firm otherwise purchases shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Stock which Exercise Shares that the Holder anticipated receiving was entitled to receive upon such exercise Exercise (a “Buy-In”), then the Issuer Company shall (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of Warrant Stock Exercise Shares that the Issuer Company was required to deliver to the Holder in connection with the exercise Exercise at issue timesissue, times (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock Exercise Shares for which such exercise Exercise was not honored (and refund the Exercise Price therefor, to the extent paid by the Holder, and/or reinstate the principal amount of any indebtedness used to satisfy the applicable Exercise Price), or deliver to the Holder the number of shares of Common Stock that would have been issued had the Issuer Company timely complied with its exercise Exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares Exercise to cover the sale of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Issuer Company shall be required to pay the Holder $1,000. The Holder shall provide the Issuer Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the IssuerCompany. Nothing herein shall limit a 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 IssuerCompany’s failure to timely deliver certificates representing the shares of Common Stock upon exercise Exercise of this the Warrant as required pursuant to the terms hereof.

Buy-In. In addition to any other rights available to the Holder, if the Issuer Company fails to cause its transfer agent Transfer Agent to transmit to the Holder a certificate or certificates certificates, or electronic shares through DWAC, representing the Warrant Stock Exercise Shares pursuant to an exercise Exercise on or before the Delivery DatePeriod (other than a failure caused by any incorrect or incomplete information provided by Holder to the Company hereunder), and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Stock Exercise Shares which the Holder anticipated receiving upon such exercise Exercise (a “Buy-In”), then the Issuer Company shall (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of Warrant Stock Exercise Shares that the Issuer Company was required to deliver to the Holder in connection with the exercise Exercise at issue times, and (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock Exercise Shares for which such exercise Exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Issuer Company timely complied with its exercise Exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares Exercise to cover the sale of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Issuer Company shall be required to pay the Holder $1,000. The Holder shall provide the Issuer Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the IssuerCompany. 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 IssuerCompany’s failure to timely deliver certificates representing shares of Common Stock upon exercise Exercise of this the Warrant as required pursuant to the terms hereof.

Buy-In. In addition to any other rights available to the Holder, if the Issuer Company fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the Warrant Stock Exercise Shares pursuant to an exercise Exercise on or before the fifth (5th) Business Day after the Warrant Shares Delivery DateDeadline (other than for circumstances related to an outbreak of hostilities, terrorist activities or war, the effects of weather or meteorological events, acts of God or other calamity or crisis), and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Stock Exercise Shares which the Holder anticipated receiving upon such exercise Exercise (a “Buy-In”), then the Issuer Company shall (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of Warrant Stock Exercise Shares that the Issuer Company was required to deliver to the Holder in connection with the exercise Exercise at issue times, times (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock Exercise Shares for which such exercise Exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Issuer Company timely complied with its exercise Exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise Exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Issuer Company shall be required to pay the Holder $1,000. The Holder shall provide the Issuer Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the IssuerCompany. 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 IssuerCompany’s failure to timely deliver certificates representing shares of Common Stock upon exercise Exercise of this the Warrant as required pursuant to the terms hereof.

Buy-In. In addition to any other rights or remedies available to the HolderHolder hereunder or otherwise at law or in equity, if the Issuer Company fails to cause its transfer agent Transfer Agent to transmit deliver to the Holder a certificate or certificates certificates, or electronic shares through DWAC, representing the Warrant Stock Exercise Shares pursuant to an exercise Exercise on or before the last day of the Delivery DatePeriod (other than a failure caused by any incorrect or incomplete information provided by Holder to the Company hereunder), and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or Holder or Holder’s brokerage firm otherwise purchases shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Stock Exercise Shares which the Holder anticipated receiving was entitled to receive upon such exercise Exercise (a “Buy-In”), then the Issuer Company shall (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of Warrant Stock Exercise Shares that the Issuer Company was required to deliver to the Holder in connection with the exercise Exercise at issue times, by (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock Exercise Shares for which such exercise Exercise was not honored (and refund the Exercise Price therefor, to the extent paid by Holder, and/or reinstate the principal amount of any indebtedness used to satisfy the applicable Exercise Price) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Issuer Company timely complied with its exercise Exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares Exercise to cover the sale of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Issuer Company shall be required to pay the Holder $1,000. The Holder shall provide the Issuer Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the IssuerCompany. 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, including a decree of specific performance and/or injunctive relief with respect to the IssuerCompany’s failure to timely deliver certificates representing shares of Common Stock upon exercise Exercise of this the Warrant as required pursuant to the terms hereof.

Buy-In. In addition to any other rights or remedies available to the HolderHolder hereunder or otherwise at law or in equity, if the Issuer Company fails to cause its transfer agent Transfer Agent to transmit deliver to the Holder a certificate or certificates representing the Warrant Stock Exercise Shares pursuant to an exercise Exercise on or before the last day of the Delivery DatePeriod, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder or Holder’s brokerage firm otherwise purchases shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Stock Exercise Shares which the Holder anticipated receiving was entitled to receive upon such exercise Exercise (a “Buy-In”), then the Issuer Company shall (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of Warrant Stock Exercise Shares that the Issuer Company was required to deliver to the Holder in connection with the exercise Exercise at issue times, times (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock Exercise Shares for which such exercise Exercise was not honored (and refund the Exercise Price therefor, to the extent paid by Holder, and/or reinstate the principal amount of any indebtedness used to satisfy the applicable Exercise Price), or deliver to the Holder the number of shares of Common Stock that would have been issued had the Issuer Company timely complied with its exercise Exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares Exercise to cover the sale of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Issuer Company shall be required to pay the Holder $1,000. The Holder shall provide the Issuer Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the IssuerCompany. 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 IssuerCompany’s failure to timely deliver certificates representing the shares of Common Stock upon exercise Exercise of this the Warrant as required pursuant to the terms hereof.

Buy-In. In addition to any other rights available to the Holder, if the Issuer Company fails to cause its transfer agent Transfer Agent to transmit to the Holder a certificate or certificates representing the Warrant Stock Exercise Shares pursuant to an exercise Exercise on or before the Delivery DatePeriod (other than a failure caused by any incorrect or incomplete information provided by Holder to the Company hereunder or the negligence or any act or failure to act of the Transfer Agent), and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Stock Exercise Shares which the Holder anticipated receiving upon such exercise Exercise (a “Buy-In”), then the Issuer Company shall (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of Warrant Stock Exercise Shares that the Issuer Company was required to deliver to the Holder in connection with the exercise Exercise at issue times, times and (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock Exercise Shares for which such exercise Exercise was not honored or deliver to the Holder certificate(s) representing the number of shares of Common Stock that would have been issued had the Issuer Company timely complied with its exercise Exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares Exercise to cover the sale of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause subsection (1) of the immediately preceding sentence sentence, the Issuer Company shall be required to pay the Holder $1,000. The Holder shall provide the Issuer Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the IssuerCompany. 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 IssuerCompany’s failure to timely deliver certificates representing shares of Common Stock upon exercise Exercise of this the Warrant as required pursuant to the terms hereof.

Buy-In. In addition to any other rights or remedies available to the HolderHolder hereunder or otherwise at law or in equity, if the Issuer Company fails to cause its transfer agent Transfer Agent to transmit deliver to the Holder a certificate or certificates certificates, or electronic shares through DWAC, representing the Warrant Stock Exercise Shares pursuant to an exercise Exercise on or before the last day of the Delivery DatePeriod, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or Holder or Holder’s brokerage firm otherwise purchases shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Stock which the Exercise Shares that Holder anticipated receiving was entitled to receive upon such exercise Exercise (a “Buy-In”), then the Issuer Company shall (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of Warrant Stock Exercise Shares that the Issuer Company was required to deliver to the Holder in connection with the exercise at issue timesExercise on or before the last day of such Delivery Period, by (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the this Warrant and equivalent number of shares of Warrant Stock Exercise Shares for which such exercise Exercise was not honored (and refund the Exercise Price therefor, to the extent paid by Holder, and/or reinstate the principal amount of any indebtedness used to satisfy the applicable Exercise Price), or deliver to the Holder the number of shares of Common Stock that would have been issued had the Issuer Company timely complied with its exercise Exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares Exercise to cover the sale of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Issuer Company shall be required to pay the Holder $1,000. The Holder shall provide the Issuer Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the IssuerCompany. 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 IssuerCompany’s failure to timely deliver certificates representing shares of Common Stock upon exercise Exercise of this Warrant as required pursuant to the terms hereof.

Buy-In. In addition to any other rights available to the Holder, if the Issuer fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the Warrant Stock pursuant to an exercise on or before the Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Stock which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Issuer shall (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of Warrant Stock that the Issuer was required to deliver to the Holder in connection with the exercise at issue times, (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock for which such exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Issuer timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Issuer shall be required to pay the Holder $1,000. The Holder shall provide the Issuer written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Issuer. Nothing herein shall limit a 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 Issuer’s failure to timely deliver certificates representing shares of Common Stock upon exercise of this Warrant as required pursuant to the terms hereof.

Buy-In. In addition to any other rights available to the Holder, if the Issuer Company fails to cause its transfer agent Transfer Agent to transmit to the Holder a certificate or certificates certificates, or electronic shares through DWAC, representing the Warrant Stock Exercise Shares pursuant to an exercise Exercise on or before the Delivery DatePeriod (other than a failure caused solely by any incorrect or incomplete information provided by Holder to the Company hereunder), and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Stock Exercise Shares which the Holder anticipated receiving upon such exercise Exercise (a “Buy-In”), then the Issuer Company shall (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of Warrant Stock Exercise Shares that the Issuer Company was required to deliver to the Holder in connection with the exercise Exercise at issue times, times and (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock Exercise Shares for which such exercise Exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Issuer Company timely complied with its exercise Exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares Exercise to cover the sale of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Issuer Company shall be required to pay the Holder $1,000. The Holder shall provide the Issuer Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the IssuerCompany. 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 IssuerCompany’s failure to timely deliver certificates representing shares of Common Stock upon exercise Exercise of this the Warrant as required pursuant to the terms hereof.

Buy-In. In addition to any other rights available to the Holder, if the Issuer Company fails to cause its transfer agent to transmit to the Holder a certificate or certificates certificates, or electronic shares through DWAC, representing the Warrant Stock Exercise Shares pursuant to an exercise Exercise on or before the Delivery DatePeriod (other than a failure caused by any incorrect or incomplete information provided by the Holder to the Company hereunder), and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock or the Holder’s brokerage firm otherwise purchases ADSs or Ordinary Shares to deliver in satisfaction of a sale by the Holder of the Warrant Stock Exercise Shares which the Company was required to deliver to Holder anticipated receiving upon such exercise Exercise (a “Buy-In”), then the Issuer Company shall (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock ADSs or Ordinary Shares so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of Warrant Stock Exercise Shares that the Issuer Company was required to deliver to the Holder in connection with the exercise Exercise at issue times, times and (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock Exercise Shares for which such exercise Exercise was not honored or deliver to the Holder the number of shares of Common Stock ADSs or Restricted ADSs that would have been issued had the Issuer Company timely complied with its exercise Exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock ADSs having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise Exercise to cover the sale of shares of Common Stock ADSs with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Issuer Company shall be required to pay the Holder $1,000. The Holder shall provide the Issuer Company written notice, which notice will be within two Trading Days of the occurrence of the Buy-In, indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the IssuerCompany. 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 IssuerCompany’s failure to timely deliver certificates representing shares ADSs upon Exercise of Common Stock upon exercise of this the Warrant as required pursuant to the terms hereof.

Buy-In. In addition to any other rights available to the Holder, if the Issuer Company fails to cause its transfer agent Transfer Agent to transmit to the Holder a certificate or certificates certificates, or electronic shares through DWAC, representing the Warrant Stock Exercise Shares pursuant to an exercise Exercise on or before the expiration of the Delivery DatePeriod (provided that the Exercise Price has been satisfied as provided in Section 2(b) hereof), other than a failure caused by any incorrect or incomplete information provided by Holder to the Company hereunder, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Stock Exercise Shares which the Holder anticipated receiving upon such exercise Exercise (a “Buy-In”), then the Issuer Company shall (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of Warrant Stock Exercise Shares that the Issuer Company was required to deliver to the Holder in connection with the exercise Exercise at issue times, times and (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, by notice to the Company made by electronic mail or facsimile prior to receipt by the Holder of the Exercise Shares, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock Exercise Shares for which such exercise Exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Issuer Company timely complied with its exercise Exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares Exercise to cover the sale of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Issuer Company shall be required to pay the Holder $1,000. The Holder shall provide the Issuer Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the IssuerCompany. 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 IssuerCompany’s failure to timely deliver certificates representing shares of Common Stock upon exercise Exercise of this the Warrant as required pursuant to the terms hereof.

Buy-In. In Notwithstanding anything else to the contrary contained herein, in addition to any other rights available to the Holder, if the Issuer Company fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the applicable Warrant Stock pursuant to an Shares purchased upon exercise hereof or credit the Holder’s balance account with DTC, as applicable (a “Delivery Failure”), on or before the end of the Delivery DatePeriod (other than a failure caused by any incorrect or incomplete information provided by Holder to the Company hereunder), and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) purchases shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Stock which Shares that the Holder anticipated receiving from the Company upon such exercise of this Warrant (a “Buy-In”), then the Issuer shall Company shall, within three Business Days after the Holder’s request, (1) pay in cash to the Holder in the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of Warrant Stock Shares that the Issuer Company was required to deliver to the Holder in connection with the exercise at issue timesissue, by (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock Shares for which such exercise was not honored honored, or deliver to the Holder the number of shares of Common Stock Warrant Shares that would have been issued had the Issuer Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Issuer shall be required to pay the Holder $1,000. The Holder shall provide the Issuer Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the IssuerCompany. Nothing herein shall limit a 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 IssuerCompany’s failure to timely deliver certificates representing shares of Common Stock upon exercise of this Warrant the Securities as required pursuant to the terms hereof.

Buy-In. In addition If the Company shall fail for any reason or for no reason to any other rights available to the Holder, if the Issuer fails to cause instruct its transfer agent to transmit issue to Subscriber unlegended certificates within three trading days after receipt of all documents necessary for the Holder a certificate or certificates representing removal of the Warrant Stock pursuant legend set forth in Section III(10) of the Investor Questionnaire (the “Deadline Date”), then, in addition to an exercise all other remedies available to Subscriber, if on or before after the Delivery Datetrading day immediately following such three trading day period, and if after such date the Holder Subscriber is required by its broker to purchase (in an open market transaction or otherwise) shares of Class A Common Stock to deliver in satisfaction of a sale by the Holder holder of the Warrant shares of Class A Common Stock which the Holder that Subscriber anticipated receiving upon such exercise from the Company without any restrictive legend (a “Buy-In”), then the Issuer shall Company shall, within three trading days after Subscriber’s request and in Subscriber’s sole discretion, either (1i) pay in cash to the Holder the Subscriber in an amount by which (x) the Holderequal to Subscriber’s total purchase price (including brokerage commissions, if any) for the shares of Class A Common Stock so purchased exceeds (y) the amount obtained “Buy-In Price”), at which point the shares of Class A Common Stock held by multiplying (A) Subscriber equal to the number of shares of Warrant Class A Common Stock that so purchased shall be forfeited to the Issuer was required Company and the Company’s obligation to deliver such certificate (and to issue such shares of Class A Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to Subscriber a certificate or certificates representing such shares of Class A Common Stock and pay cash to Subscriber in an amount equal to the Holder in connection with the exercise at issue times, excess (Bif any) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate Buy-In Price over the portion product of the Warrant and equivalent (x) such number of shares of Warrant Stock for which such exercise was not honored or deliver to Class A Common Stock, multiplied by (y) the Holder closing bid price on the number of shares of Common Stock that would have been issued had Nasdaq on the Issuer timely complied with its exercise and delivery obligations hereunderDeadline Date. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Issuer shall be required to pay the Holder $1,000. The Holder Subscriber shall provide the Issuer Company written notice indicating the amounts payable to the Holder Subscriber in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Issuer. 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 Issuer’s failure to timely deliver certificates representing shares of Common Stock upon exercise of this Warrant as required pursuant to the terms hereofCompany.

Buy-In. In addition to any other rights available to the Holder, if the Issuer Partnership fails to cause its transfer agent to transmit deliver to the Holder a certificate or certificates representing the Warrant Stock pursuant to an exercise on or before Units in accordance with Section 3(c) hereof within seven Business Days of receipt by the Delivery DatePartnership of the Exercise Agreement and surrender of this Warrant (in accordance with Section 3(a) hereof) and payment of the Aggregate Exercise Price, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock Units to deliver in satisfaction of a sale by the Holder of the Warrant Stock Units which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Issuer shall Partnership shall, at the Holder’s option, either (1i) pay in cash to the Holder the in an amount by which (x) equal to the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock Units so purchased exceeds (ythe “Buy-In Price”), at which point the Partnership’s obligation to deliver such certificate (and to issue such Common Units) the amount obtained by multiplying shall terminate, or (Aii) the number of shares of Warrant Stock that the Issuer was required promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Common Units and pay cash to the Holder in connection with an amount equal to the exercise at issue timesexcess (if any) of the Buy-In Price over the product of (A) such number of Common Units, times (B) the closing bid price at which on the sell order giving rise to such purchase obligation was executed, and (2) at the option date of the Holder, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock for which such exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Issuer timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Issuer shall be required to pay the Holder $1,000exercise. The Holder shall provide the Issuer Partnership written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the IssuerPartnership. 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 IssuerPartnership’s failure to timely deliver certificates representing shares of Common Stock Units upon exercise of this Warrant as required pursuant to the terms hereof.

Buy-In. In addition to any other rights available to the Holder, if the Issuer Company fails to cause its transfer agent Transfer Agent to transmit to the Holder a certificate or certificates certificates, or electronic shares through DWAC, representing the Warrant Stock Exercise Shares pursuant to an exercise Exercise on or before the Delivery DatePeriod, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Stock Exercise Shares which the Holder anticipated receiving was entitled to receive upon such exercise Exercise (a “Buy-In”), then the Issuer Company shall (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of Warrant Stock Exercise Shares that the Issuer Company was required to deliver to the Holder in connection with the exercise at issue timesExercise not later than the expiration of the Delivery Period, times (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock Exercise Shares for which such exercise Exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Issuer Company timely complied with its exercise Exercise and delivery obligations hereunderunder Section 2(c). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares Exercise to cover the sale of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Issuer Company shall be required to pay the Holder $1,000. The Holder shall provide the Issuer Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the IssuerCompany. 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 IssuerCompany’s failure to timely deliver certificates representing shares of Common Stock upon exercise Exercise of this the Warrant as required pursuant to the terms hereof.

Buy-In. In Notwithstanding anything else to the contrary contained herein, in addition to any other rights available to the Holder, if the Issuer Company fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the applicable Warrant Stock pursuant to an Shares purchased upon exercise hereof or credit the Holder’s balance account with DTC, as applicable, on or before the end of the Delivery DatePeriod (other than a failure caused by any incorrect or incomplete information provided by Holder to the Company hereunder), and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) purchases shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Stock which Shares that the Holder anticipated receiving from the Company upon such exercise of this Warrant (a “Buy-In”), then the Issuer shall Company shall, within three Business Days after the Holder’s request, (1) pay in cash to the Holder in the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of Warrant Stock Shares that the Issuer Company was required to deliver to the Holder in connection with the exercise at issue timesissue, by (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock Shares for which such exercise was not honored honored, or deliver to the Holder the number of shares of Common Stock Warrant Shares that would have been issued had the Issuer Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Issuer shall be required to pay the Holder $1,000. The Holder shall provide the Issuer Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the IssuerCompany. Nothing herein shall limit a 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 IssuerCompany’s failure to timely deliver certificates representing shares of Common Stock upon exercise of this Warrant the Securities as required pursuant to the terms hereof.

Buy-In. In addition to any other rights available to the Holder, if the Issuer fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the Warrant Stock pursuant to an exercise on or before the Delivery Date (or, in the case of any exercise of this Warrant after the six (6) month anniversary of the Original Issue Date, any such certificate representing Warrant Stock contains any legend restricting transfer (including any legend set forth in Section 2(g)(ii) above)), and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Stock which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Issuer shall (1i) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of Warrant Stock that the Issuer was required to deliver to the Holder in connection with the exercise at issue times, by (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2ii) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock for which such exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Issuer timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1i) of the immediately preceding sentence the Issuer shall be required to pay the Holder $1,000. The Holder shall provide the Issuer written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Issuer. 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 Issuer’s failure to timely deliver certificates representing shares of Common Stock upon exercise of this Warrant as required pursuant to the terms hereof.

Buy-In. In addition If the Company shall fail for any reason or for no reason to any other rights available issue to the Holder, if holder of the Issuer fails to cause its transfer agent to transmit Securities within three (3) trading days after the occurrence of any of Section 3(hh)(i) through (hh)(iv) above (the “Delivery Date”) a certificate without such legend to the Holder a certificate holder or certificates representing to issue such Securities to such holder by electronic delivery at the Warrant Stock pursuant to an exercise on or before the Delivery Dateapplicable balance account at DTC, and if on or after such date Delivery Date the Holder is required by its broker to purchase Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder Purchaser of shares of Common Stock that the Warrant Stock which the Holder Purchaser anticipated receiving upon such exercise from the Company without any restrictive legend (a “Buy-In”), then the Issuer shall Company shall, within three (13) trading days after the Purchaser’s request and in the Purchaser’s sole discretion, either (i) pay in cash to the Holder Purchaser in an amount equal to the amount by which (x) the HolderPurchaser’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (ythe “Buy-In Price”), at which point the Company’s obligation to deliver such certificate shall terminate and such shares shall be cancelled, or (ii) the amount obtained by multiplying (A) the number of shares of Warrant Stock that the Issuer was required promptly honor its obligation to deliver to the Holder in connection with the exercise at issue times, (B) the price at which the sell order giving rise to Purchaser a certificate or certificates representing such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock for which such exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had if the Issuer Company timely complied with its exercise obligations hereunder (“Unlegended Shares”) and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Issuer shall be required to pay the Holder $1,000. The Holder shall provide the Issuer written notice indicating the amounts payable cash to the Holder Purchaser in respect an amount equal to the excess (if any) of the Buy-In, together with applicable confirmations and other evidence reasonably requested by In Price over the Issuer. 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 aggregate Market Price of specific performance and/or injunctive relief with respect the Unlegended Shares on the date the Company delivers the Unlegended Shares to the Issuer’s failure to timely deliver certificates representing shares of Common Stock upon exercise Purchaser. For purposes of this Warrant clause (iv), “Market Price” means (i) if the principal trading market for such securities is an exchange, the bid price per share on the OTCBB or other trading market, (ii) if clause (i) is not applicable, the bid price per share as required pursuant to set forth by Nasdaq or (iii) if clauses (i) and (ii) are not applicable, the terms hereofbid price per share as set forth in the Pink Sheets.

Buy-In. In addition to any other rights available to the Holder, if the Issuer Company fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the Warrant Stock Exercise Shares pursuant to an exercise Exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder's brokerage firm otherwise purchases shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Stock Exercise Shares which the Holder anticipated receiving upon such exercise Exercise (a “"Buy-In”"), then the Issuer Company shall (1) pay in cash to the Holder the amount (the "Buy-In Amount") by which (x) the Holder’s 's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of Warrant Stock Exercise Shares that the Issuer Company was required to deliver to the Holder in connection with the exercise Exercise at issue times, times (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock Exercise Shares for which such exercise Exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Issuer Company timely complied with its exercise Exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise Exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Issuer Company shall be required to pay the Holder $1,000. The Holder shall provide the Issuer Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the IssuerCompany. Nothing herein shall limit a Holder’s '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 Issuer’s Company's failure to timely deliver certificates representing shares of Common Stock upon exercise Exercise of this the Warrant as required pursuant to the terms hereof.

Buy-In. In addition to any other rights available to the Holder, if the Issuer fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the Warrant Stock pursuant to an exercise on or before the Delivery Date (or, in the case of any exercise of this Warrant after the six month anniversary of the Original Issue Date, any such certificate representing Warrant Stock contains any legend restricting transfer (including any legend set forth in Section 2(g)(ii) above)), and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Stock which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Issuer shall (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of Warrant Stock that the Issuer was required to deliver to the Holder in connection with the exercise at issue times, (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock for which such exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Issuer timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Issuer shall be required to pay the Holder $1,000. The Holder shall provide the Issuer written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Issuer. 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 Issuer’s failure to timely deliver certificates representing shares of Common Stock upon exercise of this Warrant as required pursuant to the terms hereof.

Buy-In. In addition If the Company shall fail for any reason or for no reason to any other rights available to the Holder, if the Issuer fails to cause instruct its transfer agent to transmit issue to Subscriber unlegended certificates within three trading days after receipt of all documents necessary for the Holder a certificate or certificates representing removal of the Warrant Stock pursuant legend set forth in Section III(10) of the Investor Questionnaire (the “Deadline Date”), then, in addition to an exercise all other remedies available to Subscriber, if on or before after the Delivery Datetrading day immediately following such three trading day period, and if after such date the Holder Subscriber is required by its broker to purchase (in an open market transaction or otherwise) shares of Class A Common Stock to deliver in satisfaction of a sale by the Holder holder of the Warrant shares of Class A Common Stock which the Holder that Subscriber anticipated receiving upon such exercise from the Company without any restrictive legend (a “Buy-In”), then the Issuer shall Company shall, within three trading days after Subscriber’s request and in Subscriber’s sole discretion, either (1i) pay in cash to the Holder the Subscriber in an amount by which (x) the Holderequal to Subscriber’s total purchase price (including brokerage commissions, if any) for the shares of Class A Common Stock so purchased exceeds (y) the amount obtained “Buy-In Price”), at which point the shares of Class A Common Stock held by multiplying (A) Subscriber equal to the number of shares of Warrant Class A Common Stock that so purchased shall be forfeited to the Issuer was required Company and the Company’s obligation to deliver such certificate (and to issue such shares of Class A Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to Subscriber a certificate or certificates representing such shares of Class A Common Stock and pay cash to Subscriber in an amount equal to the Holder in connection with the exercise at issue times, excess (Bif any) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate Buy-In Price over the portion product of the Warrant and equivalent (x) such number of shares of Warrant Stock for which such exercise was not honored or deliver to Class A Common Stock, multiplied by (y) the Holder closing bid price on Nasdaq on the number of shares of Common Stock that would have been issued had the Issuer timely complied with its exercise and delivery obligations hereunderDeadline Date. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Issuer shall be required to pay the Holder $1,000. The Holder Subscriber shall provide the Issuer Company written notice indicating the amounts payable to the Holder Subscriber in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Issuer. 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 Issuer’s failure to timely deliver certificates representing shares of Common Stock upon exercise of this Warrant as required pursuant to the terms hereofCompany.

Buy-In. In addition If the Company fails to any other rights available (i) issue and deliver (or cause to be delivered) to Buyer by the Required Delivery Date a certificate representing the Securities so delivered to the Holder, if Company by Buyer that is free from all restrictive and other legends (except as otherwise expressly provided above) or (ii) credit the Issuer fails to cause its transfer agent to transmit balance account of Buyer’s or Buyer’s nominee with DTC for such number of Conversion Shares so delivered to the Holder a certificate or certificates representing the Warrant Stock pursuant to an exercise Company and if on or before after the Required Delivery Date, and if after such date the Holder is required by its broker to purchase Date Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder Buyer of the Warrant shares of Common Stock which the Holder that Buyer anticipated receiving upon such exercise from the Company without any restrictive legend, then, in addition to all other remedies available to Buyer, the Company shall, within three (a “Buy-In”)3) Trading Days after Buyer’s request and in Buyer’s sole discretion, then the Issuer shall either (1i) pay in cash to the Holder the Buyer in an amount by which (x) the Holderequal to Buyer’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (ythe “Buy-In Price”), at which point the Company’s obligation to deliver such certificate or credit Buyer’s balance account shall terminate and such shares shall be cancelled, or (ii) the amount obtained by multiplying (A) the number of shares of Warrant Stock that the Issuer was required promptly honor its obligation to deliver to the Holder in connection with the exercise at issue times, (B) the price at which the sell order giving rise to Buyer a certificate or certificates or credit Buyer’s DTC account representing such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock for which such exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had if the Issuer Company timely complied with its exercise obligations hereunder and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 pay cash to cover a Buy-In with respect to Buyer in an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Issuer shall be required to pay the Holder $1,000. The Holder shall provide the Issuer written notice indicating the amounts payable amount equal to the Holder in respect excess (if any) of the Buy-In, together with applicable confirmations and other evidence reasonably requested In Price over the product of (A) such number of shares of Conversion Shares that the Company was required to deliver to Buyer by the Issuer. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or Required Delivery Date times (B) the Closing Sale Price (as defined in equity including, without limitation, a decree the Certificate of specific performance and/or injunctive relief with respect to Designation) of the Issuer’s failure to timely deliver certificates representing shares of Common Stock upon exercise of this Warrant as required pursuant to on the terms hereofTrading Day immediately preceding the Required Delivery Date.

Buy-In. In addition to any other rights available If, by the close of the fifth (5th) Business Day after valid delivery of a Exercise Notice by the Warrantholder and the payment to the HolderCompany of the aggregate exercise price by such Warrantholder for all or any part of this Warrant, if the Issuer Company through its own neglect or willful default fails to cause its transfer agent to transmit deliver to the Holder a certificate or certificates representing Warrantholder the required number of Warrant Stock Shares pursuant to an exercise on or before the Delivery Dateterms of said exercise, and if after such date fifth (5th) Business Day and prior to the Holder is required by its broker to purchase Warrantholder’s receipt of such Warrant Shares, the Warrantholder purchases (in an open market transaction or otherwisetransaction) shares of Common Stock Shares to deliver in satisfaction of a sale by the Holder Warrantholder of the Warrant Stock Shares which the Holder Warrantholder anticipated receiving upon such exercise (a “Buy-In”), then the Issuer shall Company shall, within three (3) Business Days after the Warrantholder’s request and in the Company’s sole discretion, either (1) pay in cash to the Holder Warrantholder an amount equal to the amount by which (x) the HolderWarrantholder’s total purchase price (including brokerage commissionscommissions actually incurred by the Warrantholder, if any) for the shares Shares so purchased, at which point the Company’s obligation to deliver such Warrant Shares shall terminate, or (2) promptly honor its obligation to deliver to the Warrantholder the Warrant Shares and pay cash to the Warrantholder in an amount equal to the excess (if any) of Common Stock the Warrantholder’s total purchase price (including brokerage commissions actually incurred, if any) for the Shares so purchased exceeds (y) in the amount obtained by multiplying Buy -In over the product of (A) the number of shares of Warrant Stock that the Issuer was required to deliver to the Holder Shares purchased in connection with the exercise at issue times, (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock for which such exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Issuer timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Issuer shall be required to pay the Holder $1,000. The Holder shall provide the Issuer written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested multiplied by (B) the Issuer. Nothing herein shall limit closing price of a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree Share on AIM on the date of specific performance and/or injunctive relief with respect to the Issuer’s failure to timely deliver certificates representing shares of Common Stock upon exercise of this Warrant as required pursuant to the terms hereofExercise Notice.

Buy-In. In addition to any other rights available to the Holder, if the Issuer Company fails to cause its transfer agent Transfer Agent to transmit to the Holder a certificate or certificates representing the Warrant Stock Exercise Shares pursuant to an exercise Exercise on or before the Delivery DatePeriod, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Stock Exercise Shares which the Holder anticipated receiving upon such exercise Exercise (a “Buy-In”), then the Issuer Company shall (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of Warrant Stock Exercise Shares that the Issuer Company was required to deliver to the Holder in connection with the exercise Exercise at issue times, times and (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock Exercise Shares for which such exercise Exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Issuer Company timely complied with its exercise Exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares Exercise to cover the sale of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Issuer Company shall be required to pay the Holder $1,000. The Holder shall provide the Issuer Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the IssuerCompany. 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 IssuerCompany’s failure to timely deliver certificates representing shares of Common Stock upon exercise Exercise of this the Warrant as required pursuant to the terms hereof.

Buy-In. In addition to any other rights available to the Holder, if the Issuer Company fails to cause its transfer agent Transfer Agent to transmit to the Holder a certificate or certificates certificates, or electronic shares through DWAC, as the case may be, representing the Warrant Stock Exercise Shares pursuant to an exercise Exercise on or before the Delivery DatePeriod, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Stock Exercise Shares which the Holder anticipated receiving upon such exercise Exercise (a “Buy-In”), then the Issuer Company shall (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of Warrant Stock Exercise Shares that the Issuer Company was required to deliver to the Holder in connection with the exercise Exercise at issue times, times and (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock Exercise Shares for which such exercise Exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Issuer Company timely complied with its exercise Exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares Exercise to cover the sale of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Issuer Company shall be required to pay the Holder $1,000. The Holder shall provide the Issuer Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the IssuerCompany. 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 IssuerCompany’s failure to timely deliver certificates representing shares of Common Stock upon exercise Exercise of this the Warrant as required pursuant to the terms hereof.

Buy-In. In Following the Mandatory Conversion time, in addition to any other rights available to the Holder, if the Issuer Company fails to cause its transfer agent Transfer Agent to transmit to the Holder a certificate or certificates certificates, or electronic shares through DWAC, representing the Warrant Stock Exercise Shares pursuant to an exercise Exercise on or before the Delivery DatePeriod, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Stock Exercise Shares which the Holder anticipated receiving upon such exercise Exercise (a “Buy-In”), then the Issuer Company shall (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of Warrant Stock Exercise Shares that the Issuer Company was required to deliver to the Holder in connection with the exercise Exercise at issue times, times and (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock Exercise Shares for which such exercise Exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Issuer Company timely complied with its exercise Exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares Exercise to cover the sale of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Issuer Company shall be required to pay the Holder $1,000. The Holder shall provide the Issuer Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the IssuerCompany. 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 IssuerCompany’s failure to timely deliver certificates representing shares of Common Stock upon exercise Exercise of this the Warrant as required pursuant to the terms hereof.

Buy-In. In addition If the Company fails to any other rights available (i) issue and deliver (or cause to be delivered) to a Buyer by the Required Delivery Date a certificate representing the Securities so delivered to the Holder, if Company by such Buyer that is free from all restrictive and other legends or (ii) credit the Issuer fails to cause its transfer agent to transmit balance account of such Buyer’s or such Buyer’s nominee with DTC for such number of shares of Common Shares or Warrant Shares so delivered to the Holder a certificate or certificates representing the Warrant Stock pursuant to an exercise on or before the Delivery DateCompany, and if on or after the Required Delivery Date such date the Holder is required by its broker to purchase Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder such Buyer of the Warrant shares of Common Stock which the Holder that such Buyer anticipated receiving upon such exercise from the Company without any restrictive legend (a “Buy-In”), then then, in addition to all other remedies available to such Buyer, the Issuer shall Company shall, within three (13) trading days after such Buyer’s request and in such Buyer’s sole discretion, either (i) pay in cash to the Holder the such Buyer in an amount by which (x) the Holderequal to such Buyer’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (ythe “Buy-In Price”), at which point the Company’s obligation to deliver such certificate or credit such Buyer’s balance account shall terminate and such shares shall be cancelled, or (ii) the amount obtained by multiplying (A) the number of shares of Warrant Stock that the Issuer was required promptly honor its obligation to deliver to the Holder in connection with the exercise at issue times, (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock for which Buyer a certificate or certificates or credit such exercise was not honored or deliver to the Holder the Buyer’s DTC account representing such number of shares of Common Stock that would have been issued had if the Issuer Company timely complied with its exercise obligations hereunder and delivery obligations hereunder. For example, pay cash to such Buyer in an amount equal to the excess (if any) of the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise Price over the product of (A) such number of shares of Common Stock with an aggregate sale price giving rise Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such purchase obligation of $10,000, under clause Buyer by the Required Delivery Date times (1B) the VWAP of the Common Stock for the five (5) Trading Day period immediately preceding sentence the Issuer shall be required to pay the Holder $1,000. The Holder shall provide the Issuer written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Issuer. 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 Issuer’s failure to timely deliver certificates representing shares of Common Stock upon exercise of this Warrant as required pursuant to the terms hereofRequired Delivery Date.

Buy-In. In addition If the Depositary shall fail for any reason to any other rights available issue to a Purchaser who holds a Restricted ADR an ADR without such legend representing the ADSs formerly evidenced by such Restricted ADR (or such portion of ADSs formerly evidenced by such Restricted ADR as are proposed to be transferred by such Purchaser pursuant to Section 4.1(c) above) within three (3) Trading Days (such third Trading Day, the "Delivery Date") of the delivery by a Purchaser to the Holder, if the Issuer fails to cause its transfer agent to transmit Depositary (with notice to the Holder Company) of such Restricted ADR in compliance with any of 4.1(c)(i) through (c)(iii) above in connection with a certificate transfer of such Restricted ADR (endorsed or certificates representing with applicable powers attached, signatures guaranteed, and otherwise in form necessary to affect the Warrant Stock pursuant reissuance and/or transfer and an opinion of counsel that has been found to an exercise on be reasonable by the Company and the Depositary to the extent required by Section 4.1(a) or before the Delivery Date4.1(c)), and if after such date Delivery Date the Holder is required by its broker to purchase Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock ADSs to deliver in satisfaction of a sale by the Holder Purchaser of ADSs that the Warrant Stock which the Holder Purchaser anticipated receiving upon such exercise from the Depositary without any restrictive legend (a “"Buy-In”"), then the Issuer shall Company shall, within five (15) Trading Days after the Purchaser's request for compensation hereunder, use its commercially reasonable efforts to cause the Depositary to honor its obligation to deliver to the Purchaser such ADSs formerly evidenced by the Restricted ADR that would have been delivered if the Depositary had timely complied with its obligations hereunder and pay in cash to the Holder Purchaser in an amount equal to the amount by which excess (xif any) of the HolderPurchaser’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock ADSs so purchased exceeds over the product of (ya) the amount obtained by multiplying (A) the such number of shares of Warrant Stock ADSs formerly evidenced by the Restricted ADR that the Issuer Depositary was required to deliver to the Holder in connection with Purchaser on the exercise at issue times, Delivery Date and (Bb) the closing bid price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the HolderADSs on the Delivery Date. Notwithstanding the foregoing, either reinstate in the portion of event the Warrant and equivalent number of shares of Warrant Stock for which Depositary fails to honor its obligation to deliver such exercise Purchaser ADSs formerly evidenced by the Restricted ADR that the Depositary was not honored or required to deliver to the Holder Purchaser within such five (5) Trading Day period, the number Company shall pay cash to such Purchaser in an amount equal to (i) such Purchaser's total purchase price (including brokerage commissions, if any) for the ADSs so purchased in such Buy-In less (ii) any payments previously made by the Company to the Purchaser pursuant to the first sentence of shares this Section 4.1(e), and, if and when such ADSs formerly evidenced by the Restricted ADR that the Depositary was required to deliver to the Purchaser are so delivered, such ADSs shall, to the extent permitted by applicable law, be delivered by the Purchaser to the order of Common Stock that would have been issued had the Issuer timely complied with its exercise and delivery obligations hereunder. For exampleCompany or, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In Company so directs, sold on the market with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Issuer shall be required to pay the Holder $1,000. The Holder shall provide the Issuer written notice indicating the amounts payable proceeds therefrom paid to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Issuer. 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 Issuer’s failure to timely deliver certificates representing shares of Common Stock upon exercise of this Warrant as required pursuant to the terms hereofCompany.

Buy-In. In If the Company shall fail for any reason or for no reason to issue via DTC to a Purchaser Securities that are free from all restrictive and other legends within two Trading Days of receipt of all documents necessary for the removal of the legend set forth above, then, in addition to any all other rights remedies available to the Holdersuch Purchaser, if the Issuer fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the Warrant Stock pursuant to an exercise on or before after the Delivery DateTrading Day immediately following such two Trading Day period, and if after such date the Holder is required by its broker to purchase Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder holder of the Warrant shares of Common Stock which the Holder that such Purchaser anticipated receiving upon such exercise from the Company without any restrictive legend (a “Buy-In”), then the Issuer shall Company shall, within two trading Days after such Purchaser’s request and in such Purchaser’s sole discretion, (1a) pay in cash to the Holder such Purchaser the amount by which (x) the Holdersuch Purchaser’s total purchase price (including any brokerage commissions, if any) ). for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying product of (A1) the aggregate number of shares of Warrant Common Stock that such Purchaser was entitled to receive from the Issuer was required to deliver to the Holder in connection with the exercise conversion at issue times, multiplied by (B2) the actual sale price at which the sell order giving rise to such purchase obligation was executed, executed (including any brokerage commissions) and (2B) at the option of the Holdersuch Purchaser, either reinstate reissue (if surrendered) the portion shares of Series B-2 Convertible Preferred Stock or Series B-3 Convertible Preferred Stock, as applicable, equal to the Warrant and equivalent number of shares of Warrant Series B-2 Convertible Preferred Stock or Series B-3 Convertible Preferred Stock, as applicable, submitted for which such exercise was not honored conversion or deliver to the Holder such Purchaser the number of shares of Common Stock that would have been issued if the Company had the Issuer timely complied with its exercise and delivery obligations hereunderrequirements under this Section 4.1. For exampleThe Purchaser shall provide the Company written notice, if within two Trading Days after the Holder purchases Common Stock having a total purchase price occurrence of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000In, under clause (1) of the immediately preceding sentence the Issuer shall be required to pay the Holder $1,000. The Holder shall provide the Issuer written notice indicating the amounts payable to the Holder such Purchaser in respect of the such Buy-In, In together with applicable confirmations and other evidence reasonably requested by the IssuerCompany. Nothing herein shall limit a HolderPurchaser’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 IssuerCompany’s failure to timely deliver certificates representing shares of Common Stock upon exercise conversion of this Warrant the shares of Series B-2 Convertible Preferred Stock or Series B-3 Convertible Preferred Stock as required pursuant to the terms hereof; provided, however, that the Purchaser shall not be entitled to both (i) require the reissuance of the shares of Series B-2 Convertible Preferred Stock or Series B-3 Convertible Preferred Stock submitted for conversion for which such conversion was not timely honored and (ii) receive the number of shares of Common Stock that would have been issued if the Company had timely complied with its delivery requirements under this Section 4.1.

Buy-In. In addition to any other rights available to If the Holder, if the Issuer Company fails to cause its transfer agent to transmit to so properly deliver such unlegended certificates or so properly credit the Holder a certificate balance account of such Buyer’s or certificates representing such Buyer’s nominee with DTC by the Warrant Stock pursuant to an exercise on or before the Required Delivery Date, and if on or after the Required Delivery Date such date the Holder is required by its broker to purchase Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder such Buyer of the Warrant shares of Common Stock which the Holder that such Buyer anticipated receiving upon from the Company without any restrictive legend, then, in addition to all other remedies available to such exercise Buyer, the Company shall, within three (a “Buy-In”)3) Trading Days after such Buyer’s request and in such Buyer’s sole discretion, then the Issuer shall either (1i) pay in cash to the Holder the such Buyer in an amount by which (x) the Holderequal to such Buyer’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (ythe “Buy-In Price”), at which point the Company’s obligation to deliver such certificate or credit such Buyer’s balance account shall terminate and such shares shall be cancelled, or (ii) the amount obtained by multiplying (A) the number of shares of Warrant Stock that the Issuer was required promptly honor its obligation to deliver to the Holder in connection with the exercise at issue times, (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock for which Buyer a certificate or certificates or credit such exercise was not honored or deliver to the Holder the Buyer’s DTC account representing such number of shares of Common Stock that would have been issued had if the Issuer Company timely complied with its exercise obligations hereunder and delivery obligations hereunder. For example, pay cash to such Buyer in an amount equal to the excess (if any) of the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise Price over the product of (A) such number of shares of Common Stock with an aggregate sale price giving rise Shares that the Company was required to deliver to such purchase obligation of $10,000, under clause Buyer by the Required Delivery Date times (1B) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding sentence the Issuer shall be required Required Delivery Date. As used herein, (x) “Closing Sale Price” means, for any security as of any date, the last closing trade price for such security on the Principal Market, as reported by Bloomberg, or, if the Principal Market begins to pay operate on an extended hours basis and does not designate the Holder $1,000. The Holder shall provide closing trade price then the Issuer written notice indicating last trade price of such security prior to 4:00:00 p.m., New York time, as reported by Bloomberg, or, if the amounts payable to Principal Market is not the Holder principal securities exchange or trading market for such security, the last trade price of such security on the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last trade price of such security in respect the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no last trade price is reported for such security by Bloomberg, the average of the Buy-Inask prices of any market makers for such security as reported in the “pink sheets” by Pink Sheets LLC (formerly the National Quotation Bureau, together with applicable confirmations and other evidence reasonably requested by Inc.). If the Issuer. Nothing herein shall limit Closing Sale Price cannot be calculated for a Holder’s right to pursue security on a particular date on any other remedies available to it hereunderof the foregoing bases, at law or in equity including, without limitation, a decree the Closing Sale Price of specific performance and/or injunctive relief with respect to the Issuer’s failure to timely deliver certificates representing shares of Common Stock upon exercise of this Warrant as required pursuant to the terms hereof.such security on such

Buy-In. In Notwithstanding anything else to the contrary contained herein, in addition to any other rights available to the Holder, if the Issuer Company fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the applicable Warrant Stock pursuant to an Shares purchased upon the proper exercise hereof or credit the Holder’s balance account with DTC, as applicable, on or before the end of the Delivery DatePeriod (other than a failure caused by any incorrect or incomplete information provided by Holder to the Company hereunder), and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) purchases shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Stock which Shares that the Holder anticipated receiving from the Company upon such exercise of this Warrant (a “Buy-In”), then the Issuer shall Company shall, within three Business Days after the Holder’s request, (1) pay in cash to the Holder in the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of Warrant Stock Shares that the Issuer Company was required to deliver to the Holder in connection with the exercise at issue timesissue, by (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock Shares for which such exercise was not honored honored, or deliver to the Holder the number of shares of Common Stock Warrant Shares that would have been issued had the Issuer Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Issuer shall be required to pay the Holder $1,000. The Holder shall provide the Issuer Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the IssuerCompany. Nothing herein shall limit a 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 IssuerCompany’s failure to timely deliver certificates representing shares of Common Stock upon exercise of this Warrant the Securities as required pursuant to the terms hereof.

Buy-In. In addition to any other rights or remedies available to the HolderHolder hereunder or otherwise at law or in equity, if the Issuer Company fails to cause its transfer agent Transfer Agent to transmit deliver to the Holder a certificate or certificates certificates, or electronic shares through DWAC, representing the Warrant Stock Shares pursuant to an exercise Exercise on or before the last day of the Delivery DatePeriod, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or Holder or Holder’s brokerage firm otherwise purchases shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Stock which the Shares that Holder anticipated receiving was entitled to receive upon such exercise Exercise (a “Buy-In”), then the Issuer Company shall (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of Warrant Stock Shares that the Issuer Company was required to deliver to the Holder in connection with the exercise at issue timesExercise on or before the last day of such Delivery Period, by (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the this Warrant and equivalent number of shares of Warrant Stock Shares for which such exercise Exercise was not honored (and refund the Exercise Price therefor, to the extent paid by Xxxxxx, and/or reinstate the principal amount of any indebtedness used to satisfy the applicable Exercise Price), or deliver to the Holder the number of shares of Common Stock Shares that would have been issued had the Issuer Company timely complied with its exercise Exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares Exercise to cover the sale of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Issuer Company shall be required to pay the Holder $1,000. The Holder shall provide the Issuer Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the IssuerCompany. Nothing herein shall limit a HolderXxxxxx’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 IssuerCompany’s failure to timely deliver certificates representing shares of Common Stock Shares upon exercise Exercise of this Warrant as required pursuant to the terms hereof.

Buy-In. In addition to any other rights available to If the Holder, if the Issuer Company fails to cause its transfer agent to transmit to so properly deliver such unlegended certificates or so properly credit the Holder a certificate balance account of such Buyer’s or certificates representing such Buyer’s nominee with DTC by the Warrant Stock pursuant to an exercise on or before the Required Delivery Date, and if on or after the Required Delivery Date such date the Holder is required by its broker to purchase Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder such Buyer of the Warrant shares of Common Stock which the Holder that such Buyer anticipated receiving upon from the Company without any restrictive legend, then, in addition to all other remedies available to such exercise Buyer, the Company shall, within three (a “Buy-In”)3) Trading Days after such Buyer’s request and in such Buyer’s sole discretion, then the Issuer shall either (1i) pay in cash to the Holder the such Buyer in an amount by which (x) the Holderequal to such Buyer’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (ythe “Buy-In Price”), at which point the Company’s obligation to deliver such certificate or credit such Buyer’s balance account shall terminate and such shares shall be cancelled, or (ii) the amount obtained by multiplying (A) the number of shares of Warrant Stock that the Issuer was required promptly honor its obligation to deliver to the Holder in connection with the exercise at issue times, (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock for which Buyer a certificate or certificates or credit such exercise was not honored or deliver to the Holder the Buyer’s DTC account representing such number of shares of Common Stock that would have been issued had if the Issuer Company timely complied with its exercise obligations hereunder and delivery obligations hereunder. For example, pay cash to such Buyer in an amount equal to the excess (if any) of the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise Price over the product of (A) such number of shares of Common Stock with an aggregate sale price giving rise Shares that the Company was required to deliver to such purchase obligation of $10,000, under clause Buyer by the Required Delivery Date times (1B) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding sentence the Issuer Required Delivery Date. As used herein, (x) “Closing Sale Price” means, for any security as of any date, the last closing trade price for such security on the Principal Market, as reported by Bloomberg (as defined below), or, if the Principal Market begins to operate on an extended hours basis and does not designate the closing trade price then the last trade price of such security prior to 4:00:00 p.m., New York time, as reported by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading market for such security, the last trade price of such security on the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last trade price of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no last trade price is reported for such security by Bloomberg, the average of the ask prices of any market makers for such security as reported in the “pink sheets” by Pink Sheets LLC (formerly the National Quotation Bureau, Inc.). If the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Sale Price of such security on such date shall be required to pay the Holder $1,000. The Holder shall provide the Issuer written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested fair market value as mutually determined by the IssuerCompany and the Buyer. Nothing herein If the Company and the Buyer are unable to agree upon the fair market value of such security, then such dispute shall limit a Holder’s right to pursue be resolved in accordance with the procedures in Section 5(e). All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or 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 Issuer’s failure to timely deliver certificates representing shares of Common Stock upon exercise of this Warrant as required pursuant to the terms hereofsimilar transaction during such period; (y) “Bloomberg” means Bloomberg Financial Markets.

Buy-In. In addition to any other rights available to the Holder, if the Issuer fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the Warrant Stock pursuant to an exercise on or before the Delivery Date (or, in the case of any cashless exercise of this Warrant after the six month anniversary of the Original Issue Date, any such certificate representing Warrant Stock contains any legend restricting transfer (including any legend set forth in Section 2(g)(ii) above)), and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Stock which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Issuer shall (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of Warrant Stock that the Issuer was required to deliver to the Holder in connection with the exercise at issue times, (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock for which such exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Issuer timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Issuer shall be required to pay the Holder $1,000. The Holder shall provide the Issuer written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Issuer. 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 Issuer’s failure to timely deliver certificates representing shares of Common Stock upon exercise of this Warrant as required pursuant to the terms hereof.

Buy-In. In addition to any other rights available to the HolderPurchaser, if the Issuer Company improperly fails to cause its transfer agent to transmit deliver to the Holder Purchaser a certificate or certificates representing the Warrant Stock Option Shares pursuant to an exercise on or before by the Delivery Datefifth Trading Day after the date of exercise the Option, and if after such date fifth Trading Day the Holder Purchaser is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder Purchaser of the Warrant Stock Option Shares which the Holder Purchaser anticipated receiving upon such exercise (a “Buy-In”), then the Issuer Company shall (1) pay in cash to the Holder Purchaser the amount by which (x) the HolderPurchaser’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of Warrant Stock Option Shares that the Issuer Company was required to deliver to the Holder Purchaser in connection with the exercise at issue times, by (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the HolderPurchaser, either reinstate the portion of the Warrant Option and equivalent number of shares of Warrant Stock Option Shares for which such exercise was not honored (including the Purchaser’s right to exercise the Option) or deliver to the Holder Purchaser the number of shares of Common Stock that would have been issued had the Issuer Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder Purchaser purchases Common Stock having a total purchase price of $11,000 501,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000500,000, under clause (1) of the immediately preceding sentence the Issuer Company shall be required to pay the Holder Purchaser $1,000. The Holder Purchaser shall provide the Issuer Company written notice indicating the amounts payable to the Holder Purchaser in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the IssuerCompany. Nothing herein shall limit a HolderPurchaser’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 IssuerCompany’s failure to timely deliver certificates representing shares of Common Stock upon exercise of this Warrant the Option as required pursuant to the terms hereof.

Buy-In. In addition to any other rights available to the Holder, if the Issuer Allora fails, or fails to cause its transfer agent the Transfer Agent to transmit to the Holder a certificate or certificates representing the Warrant Stock Exercise Shares pursuant to an exercise Exercise on or before the Exercise Shares Delivery DateDeadline, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases shares of Common Allora Stock to deliver in satisfaction of a sale by the Holder of the Warrant Stock Exercise Shares which the Holder anticipated receiving upon such exercise Exercise (a “Buy-In”), then the Issuer Allora shall (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Allora Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of Warrant Allora Stock that the Issuer Allora was required to deliver to the Holder in connection with the exercise Exercise at issue times, times (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Allora Stock for which such exercise Exercise was not honored (in which case such Exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Allora Stock that would have been issued had the Issuer Allora timely complied with its exercise Exercise and delivery obligations hereunder. For example, if the Holder purchases Common Allora Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise Exercise of shares of Common Allora Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Issuer Allora shall be required to pay the Holder $1,000. The Holder shall provide the Issuer Allora written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the IssuerAllora. 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 IssuerAllora’s failure to timely deliver certificates representing shares of Common Allora Stock upon exercise Exercise of this the Warrant as required pursuant to the terms hereof.

Buy-In. In addition to any other rights or remedies available to the HolderHolder hereunder or otherwise at law or in equity, if the Issuer Company fails to cause its transfer agent Pacific Stock Transfer Company (the “Transfer Agent”) to transmit deliver to the Holder a certificate or certificates representing the Warrant Stock pursuant to an exercise on or before the Delivery DateShares in accordance with Section 2.3.2, and if after such date Delivery Period the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder or Holder’s brokerage firm otherwise purchases shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Stock Shares which the Holder anticipated receiving was entitled to receive upon such exercise (a “Buy-In”), then the Issuer Company shall (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of Warrant Stock Shares that the Issuer Company was required to deliver to the Holder in connection with the exercise at issue times, by (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock Shares for which such exercise was not honored and refund the Warrant Price therefor, to the extent paid by Holder, or deliver to the Holder the number of shares of Common Stock that would have been issued had the Issuer Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares to cover the sale of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Issuer Company shall be required to pay the Holder $1,000. The Holder shall provide the Issuer Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the IssuerCompany. Nothing Without duplication of the Buy-In remedy described in this Section 2.3.5, 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 IssuerCompany’s failure to timely deliver certificates representing the shares of Common Stock upon exercise Exercise of this the Warrant as required pursuant to the terms hereof.

Buy-In. In addition to any other rights available to the Holder, if the Issuer Company fails to cause its transfer agent to transmit via DWAC or transmit to the Holder a certificate or certificates representing the Warrant shares of Common Stock pursuant to an exercise issuable upon conversion of this Note on or before the Required Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant shares of Common Stock issuable upon conversion of this Note which the Holder anticipated receiving upon such exercise conversion (a “"Buy-In”"), then the Issuer Company shall (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of Warrant Common Stock issuable upon conversion of this Note that the Issuer Company was required to deliver to the Holder in connection with the exercise conversion at issue times, times (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant Note and equivalent number of shares of Warrant Common Stock for which such exercise conversion was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Issuer Company timely complied with its exercise conversion and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise conversion of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Issuer Company shall be required to pay the Holder $1,000. The Holder shall provide the Issuer Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the IssuerCompany. 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 IssuerCompany’s failure to timely deliver certificates representing shares of Common Stock upon exercise conversion of this Warrant Note as required pursuant to the terms hereof.

Buy-In. In addition to any other rights or remedies available to the HolderHolder hereunder or otherwise at law or in equity, if the Issuer Company fails to cause its transfer agent Transfer Agent to transmit deliver to the Holder a certificate or certificates representing the Warrant Stock Exercise Shares pursuant to an exercise Exercise on or before the last day of the Delivery DatePeriod, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder or Holder’s brokerage firm otherwise purchases shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Stock Exercise Shares which the Holder anticipated receiving was entitled to receive upon such exercise Exercise (a “Buy-In”), then the Issuer Company shall (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of Warrant Stock Exercise Shares that the Issuer Company was required to deliver to the Holder in connection with the exercise Exercise at issue times, times (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock Exercise Shares for which such exercise Exercise was not honored (and refund the Exercise Price therefor, to the extent paid by Holder, and/or reinstate the principal amount of any indebtedness used to satisfy the applicable Exercise Price), or deliver to the Holder the number of shares of Common Stock that would have been issued had the Issuer Company timely complied with its exercise Exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares Exercise to cover the sale of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Issuer Company shall be required to pay the Holder $1,000. The Holder shall provide the Issuer Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the IssuerCompany. 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 IssuerCompany’s failure to timely deliver certificates representing the shares of Common Stock upon exercise Exercise of this the Warrant as required pursuant to the terms hereof.. Credit and Guaranty Agreement EXHIBIT O

Buy-In. In If the Company shall fail for any reason or for no reason to issue to a Purchaser unlegended certificates within two (2) Trading Days of receipt of all documents necessary for the removal of the legend set forth above, then, in addition to any all other rights remedies available to the Holdersuch Purchaser, if the Issuer fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the Warrant Stock pursuant to an exercise on or before after the Delivery DateTrading Day immediately following such two (2) Trading Day period, and if after such date the Holder is required by its broker to purchase Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder holder of the Warrant shares of Common Stock which the Holder that such Purchaser anticipated receiving upon such exercise from the Company without any restrictive legend (a “Buy-In”), then the Issuer shall Company shall, within two (12) Trading Days after such Purchaser’s request and in such Purchaser’s sole discretion, (A) pay in cash to the Holder such Purchaser the amount by which (x) the Holdersuch Purchaser’s total purchase price (including any brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying product of (A1) the aggregate number of shares of Warrant Common Stock that such Purchaser was entitled to receive from the Issuer was required to deliver to the Holder in connection with the exercise conversion at issue times, multiplied by (B2) the actual sale price at which the sell order giving rise to such purchase obligation was executed, executed (including any brokerage commissions) and (2B) at the option of the Holdersuch Purchaser, either reinstate reissue (if surrendered) the portion shares of Series A-2 Preferred Stock or Preferred Warrants Shares, as applicable, equal to the Warrant and equivalent number of shares of Series A-2 Preferred Stock or Preferred Warrant Stock Shares, as applicable, submitted for which such exercise was not honored conversion or deliver to the Holder such Purchaser the number of shares of Common Stock that would have been issued if the Company had the Issuer timely complied with its exercise and delivery obligations hereunderrequirements under this Section 4.1. For exampleThe Purchaser shall provide the Company written notice, if within three (3) Trading Days after the Holder purchases Common Stock having a total purchase price occurrence of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000In, under clause (1) of the immediately preceding sentence the Issuer shall be required to pay the Holder $1,000. The Holder shall provide the Issuer written notice indicating the amounts payable to the Holder such Purchaser in respect of the such Buy-In, In together with applicable confirmations and other evidence reasonably requested by the IssuerCompany. Nothing herein shall limit a HolderPurchaser’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 IssuerCompany’s failure to timely deliver certificates representing shares of Common Stock upon exercise conversion of this the shares of Series A-2 Preferred Stock or Preferred Warrant Shares as required pursuant to the terms hereof; provided, however, that the Purchaser shall not be entitled to both (i) require the reissuance of the shares of Series A-2 Preferred Stock or Preferred Warrant Shares submitted for conversion for which such conversion was not timely honored and (ii) receive the number of shares of Common Stock that would have been issued if the Company had timely complied with its delivery requirements under this Section 4.1.

Buy-In. In addition to any other rights available to the Holder, if the Issuer Company fails for any reason to cause its transfer agent to transmit effect delivery of the shares of Common Stock to the Holder a certificate or certificates representing holder by the Warrant Stock pursuant to an exercise on or before the Share Delivery Date, Date and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder or its brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Common Stock which the Holder holder anticipated receiving upon such exercise (a “Buy-In”), then the Issuer Company shall (1A) pay in cash to the Holder the amount amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased purchased, minus any amounts paid to the Holder by the Company as liquidated damages as described in Section 10(e)(iv) above, exceeds (y) the amount obtained by multiplying (A1) the number of shares of Warrant Common Stock that the Issuer Company was required to deliver to the Holder in connection with the exercise conversion at issue times, times (B2) the price at which the sell order giving rise to such purchase obligation was executed, and (2B) at the option of the Holder, either reinstate the portion of the Warrant Convertible Preferred Stock and equivalent number of shares of Warrant Common Stock for which such exercise conversion was not honored (in which case such conversion shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Issuer Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise conversion of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1A) of the immediately preceding sentence the Issuer Company shall be required to pay the Holder $1,000, assuming no liquidated damages. The Holder shall provide the Issuer Company written notice indicating the amounts payable to the Holder in respect of the Buy-InIn and, together with applicable confirmations and other upon request of the Company, evidence reasonably requested by of the Issueramount 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 IssuerCompany’s failure to timely deliver certificates representing shares of Common Stock upon exercise of this Warrant Convertible Preferred Stock as required pursuant to the terms hereof.

Buy-In. In addition to any other rights available to the Holder, if the Issuer Company fails to cause its transfer agent Transfer Agent to transmit to the Holder a certificate or certificates certificates, or electronic shares through DWAC, representing the Warrant Stock Exercise Shares pursuant to an exercise Exercise on or before the Delivery DatePeriod (other than a failure caused by any incorrect or incomplete information provided by Holder to the Company hereunder, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Stock Exercise Shares which the Holder anticipated receiving was entitled to receive upon such exercise Exercise (a “Buy-In”), then the Issuer Company shall (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of Warrant Stock Exercise Shares that the Issuer Company was required to deliver to the Holder in connection with the exercise Exercise at issue times, times and (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock Exercise Shares for which such exercise Exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Issuer Company timely complied with its exercise Exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares Exercise to cover the sale of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Issuer Company shall be required to pay the Holder $1,000. The Holder shall provide the Issuer Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the IssuerCompany. 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 IssuerCompany’s failure to timely deliver certificates representing shares of Common Stock upon exercise Exercise of this the Warrant as required pursuant to the terms hereof.

Buy-In. In If the Company fails to so properly deliver such unlegended certificates representing the aggregate number of Series B Warrant Shares to which the Buyer shall be entitled, or so properly credit the aggregate number of Series B Warrant Shares to which the Buyer shall be entitled to the Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, in each case by the Required Delivery Date, then, in addition to any all other rights remedies available to the HolderBuyer, if (i) the Issuer fails to cause its transfer agent to transmit Company shall, pay to the Holder Buyer, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of Series B Warrant Shares (based on the VWAP of the Common Stock on the date such Series B Warrant Shares are submitted to the Transfer Agent) delivered for removal of the restrictive legend and subject to Section 5(d), $10 per Trading Day (increasing to $20 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Legend Removal Date until such certificate is delivered without a legend or certificates representing the Warrant Stock pursuant such credit to an exercise on or before the Delivery Date, such balance account with DTC is made and (ii) if after such date the Holder is required by its broker to purchase Legend Removal Date the Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder Buyer of all or any portion of the Warrant number of shares of Common Stock, or a sale of a number of shares of Common Stock which equal to all or any portion of the Holder number of shares of Common Stock, that the Buyer anticipated receiving upon such exercise (a “Buy-In”)from the Company without any restrictive legend, then the Issuer shall (1) pay in cash an amount equal to the Holder excess of the amount by which (x) the HolderBuyer’s total purchase price (including brokerage commissionscommissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased exceeds (yincluding brokerage commissions and other out-of-pocket expenses, if any) (the amount obtained by multiplying “Buy-In Price”) over the product of (A) the such number of shares of Series B Warrant Stock Shares that the Issuer Company was required to deliver to the Holder in connection with Buyer by the exercise at issue times, Legend Removal Date multiplied by (B) the lowest closing sale price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate Common Stock on any Trading Day during the portion period commencing on the date of the Warrant and equivalent number of shares of Warrant Stock for which such exercise was not honored or deliver delivery by the Buyer to the Holder the number of shares of Common Stock that would have been issued had the Issuer timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) Company of the immediately preceding sentence applicable Series B Warrant Shares (as the Issuer shall be required to pay case may be) and ending on the Holder $1,000. The Holder shall provide the Issuer written notice indicating the amounts payable to the Holder in respect date of the Buy-In, together with applicable confirmations such delivery and other evidence reasonably requested by the Issuer. 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 Issuer’s failure to timely deliver certificates representing shares of Common Stock upon exercise of payment under this Warrant as required pursuant to the terms hereofSection 5(e).

Buy-In. In addition If the Company fails to any other rights available (i) issue and deliver (or cause to be delivered) to a Purchaser by the Required Delivery Date a certificate representing the Securities so delivered to the Holder, if Company by such Purchaser that is free from all restrictive and other legends or (ii) credit the Issuer fails to cause its transfer agent to transmit balance account of such Purchaser’s or such Purchaser’s nominee with DTC for such number of Shares or Warrant Shares so delivered to the Holder a certificate or certificates representing the Warrant Stock pursuant to an exercise on or before the Delivery DateCompany, and if on or after the Required Delivery Date such date the Holder is required by its broker to purchase Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder such Purchaser of the Warrant shares of Common Stock which the Holder that such Purchaser anticipated receiving upon from the Company without any restrictive legend, then, in addition to all other remedies available to such exercise Purchaser, the Company shall, within three (a “Buy-In”)3) Trading Days after such Purchaser’s request and in such Purchaser’s sole discretion, then the Issuer shall (1) pay in cash to the Holder the amount by which either (x) the Holderpay cash to such Purchaser in an amount equal to such Purchaser’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate or credit such Purchaser’s balance account shall terminate and such shares shall be cancelled, or (y) the amount obtained by multiplying (A) the number of shares of Warrant Stock that the Issuer was required promptly honor its obligation to deliver to the Holder in connection with the exercise at issue times, (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock for which Purchaser a certificate or certificates or credit such exercise was not honored or deliver to the Holder the Purchaser’s DTC account representing such number of shares of Common Stock that would have been issued had if the Issuer Company timely complied with its exercise obligations hereunder and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise pay cash to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Issuer shall be required to pay the Holder $1,000. The Holder shall provide the Issuer written notice indicating the amounts payable Purchaser in an amount equal to the Holder in respect excess (if any) of the Buy-In, together with applicable confirmations and other evidence reasonably requested In Price over the product of (A) such number of shares of Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Purchaser by the Issuer. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or Required Delivery Date times (B) the lowest Closing Sale Price (as defined in equity including, without limitation, a decree the Warrants) of specific performance and/or injunctive relief with respect to the Issuer’s failure to timely deliver certificates representing shares of Common Stock upon exercise on any Trading Day during the period commencing on the Trading Day immediately preceding the Required Delivery Date and ending on the date of such issuance and payment under this Warrant as required pursuant to the terms hereofclause (y).

Buy-In. In If the Company fails to so properly deliver such unlegended certificates representing the aggregate number of Warrant Shares to which the Buyer shall be entitled, or so properly credit the aggregate number of Warrant Shares to which the Buyer shall be entitled to the Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, in each case by the Required Delivery Date, then, in addition to any all other rights remedies available to the HolderBuyer, if (i) the Issuer fails to cause its transfer agent to transmit Company shall, pay to the Holder Buyer, in cash, as partial liquidated damages and not as a penalty, for each $1,000 Warrant Shares (based on the VWAP of the Common Stock on the date such Warrant Shares are submitted to the Transfer Agent) delivered for removal of the restrictive legend and subject to Section 5(d), $10 per Trading Day (increasing to $20 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Legend Removal Date until such certificate is delivered without a legend or certificates representing the Warrant Stock pursuant such credit to an exercise on or before the Delivery Date, such balance account with DTC is made and (ii) if after such date the Holder is required by its broker to purchase Legend Removal Date the Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder Buyer of all or any portion of the Warrant number of shares of Common Stock, or a sale of a number of shares of Common Stock which equal to all or any portion of the Holder number of shares of Common Stock, that the Buyer anticipated receiving upon such exercise (a “Buy-In”)from the Company without any restrictive legend, then the Issuer shall (1) pay in cash an amount equal to the Holder excess of the amount by which (x) the HolderBuyer’s total purchase price (including brokerage commissionscommissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased exceeds (yincluding brokerage commissions and other out-of-pocket expenses, if any) over the amount obtained by multiplying product of (A) the such number of shares of Warrant Stock Shares that the Issuer Company was required to deliver to the Holder in connection with Buyer by the exercise at issue times, Legend Removal Date multiplied by (B) the lowest closing sale price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate Common Stock on any Trading Day during the portion period commencing on the date of the Warrant and equivalent number of shares of Warrant Stock for which such exercise was not honored or deliver delivery by the Buyer to the Holder the number of shares of Common Stock that would have been issued had the Issuer timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) Company of the immediately preceding sentence applicable Warrant Shares (as the Issuer shall be required to pay case may be) and ending on the Holder $1,000. The Holder shall provide the Issuer written notice indicating the amounts payable to the Holder in respect date of the Buy-In, together with applicable confirmations such delivery and other evidence reasonably requested by the Issuer. 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 Issuer’s failure to timely deliver certificates representing shares of Common Stock upon exercise of payment under this Warrant as required pursuant to the terms hereofSection 5(e).

Buy-In. In addition to any other rights available to the Holder, if the Issuer Company fails to cause its transfer agent Transfer Agent to transmit to the Holder a certificate or certificates certificates, or electronic shares through DWAC, representing the Warrant Stock Exercise Shares pursuant to an exercise Exercise on or before the Delivery DatePeriod, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Stock Exercise Shares which the Holder anticipated receiving upon such exercise Exercise (a “Buy-In”), then the Issuer Company shall (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of Warrant Stock Exercise Shares that the Issuer Company was required to deliver to the Holder in connection with the exercise Exercise at issue times, times and (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock Exercise Shares for which such exercise Exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Issuer Company timely complied with its exercise Exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares Exercise to cover the sale of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Issuer Company shall be required to pay the Holder $1,000. The Holder shall provide the Issuer Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the IssuerCompany. 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 IssuerCompany’s failure to timely deliver certificates representing shares of Common Stock upon exercise Exercise of this the Warrant as required pursuant to the terms hereof.

Buy-In. In If the Company fails to so properly deliver such unlegended certificates representing the aggregate number of Series J Warrant Shares to which the Buyer shall be entitled, or so properly credit the aggregate number of Series J Warrant Shares to which the Buyer shall be entitled to the Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, in each case by the Required Delivery Date, then, in addition to any all other rights remedies available to the HolderBuyer, if (i) the Issuer fails to cause its transfer agent to transmit Company shall, pay to the Holder Buyer, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of Series J Warrant Shares (based on the VWAP of the Common Stock on the date such Series J Warrant Shares are submitted to the Transfer Agent) delivered for removal of the restrictive legend and subject to Section 5(d), $10 per Trading Day (increasing to $20 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Legend Removal Date until such certificate is delivered without a legend or certificates representing the Warrant Stock pursuant such credit to an exercise on or before the Delivery Date, such balance account with DTC is made and (ii) if after such date the Holder is required by its broker to purchase Legend Removal Date the Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder Buyer of all or any portion of the Warrant number of shares of Common Stock, or a sale of a number of shares of Common Stock which equal to all or any portion of the Holder number of shares of Common Stock, that the Buyer anticipated receiving upon such exercise (a “Buy-In”)from the Company without any restrictive legend, then the Issuer shall (1) pay in cash an amount equal to the Holder excess of the amount by which (x) the HolderBuyer’s total purchase price (including brokerage commissionscommissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased exceeds (yincluding brokerage commissions and other out-of-pocket expenses, if any) (the amount obtained by multiplying “Buy-In Price”) over the product of (A) the such number of shares of Series J Warrant Stock Shares that the Issuer Company was required to deliver to the Holder in connection with Buyer by the exercise at issue times, Legend Removal Date multiplied by (B) the lowest closing sale price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate Common Stock on any Trading Day during the portion period commencing on the date of the Warrant and equivalent number of shares of Warrant Stock for which such exercise was not honored or deliver delivery by the Buyer to the Holder the number of shares of Common Stock that would have been issued had the Issuer timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) Company of the immediately preceding sentence applicable Series J Warrant Shares (as the Issuer shall be required to pay case may be) and ending on the Holder $1,000. The Holder shall provide the Issuer written notice indicating the amounts payable to the Holder in respect date of the Buy-In, together with applicable confirmations such delivery and other evidence reasonably requested by the Issuer. 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 Issuer’s failure to timely deliver certificates representing shares of Common Stock upon exercise of payment under this Warrant as required pursuant to the terms hereofSection 5(e).

Buy-In. In addition to any other rights available to the Holderholder, if the Issuer fails to cause its transfer agent to transmit to the Holder holder has not received a certificate or the certificates representing the Warrant Stock Shares (or a credit to the account of the Holder's prime broker through the DWAC system) pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder's brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Stock Shares which the Holder anticipated receiving upon such exercise (a “"Buy-In”"), then the Issuer Company shall (1A) pay in cash to the Holder the amount amount, if any, by which (x) the Holder’s 's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A1) the number of shares of Warrant Stock Shares that the Issuer Company was required to deliver to the Holder in connection with the exercise at issue times, times (B2) the price at which the sell order giving rise to such purchase obligation was executed, and (2B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Issuer Company timely complied with its exercise and delivery obligations hereunder. Notwithstanding anything herein to the contrary, the rights of a Holder under this Section 4.3.4 shall not vest in such Holder until the Holder’s aggregate claims for Buy-Ins hereunder equal or exceed $1,000. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1A) of the immediately preceding sentence the Issuer Company shall be required to pay the Holder $1,000. The Holder shall provide the Issuer Company written notice indicating the amounts payable to the Holder in respect of the Buy-InIn and, together with applicable confirmations and other upon request of the Company, evidence reasonably requested by of the Issuer. 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 amount of specific performance and/or injunctive relief with respect to the Issuer’s failure to timely deliver certificates representing shares of Common Stock upon exercise of this Warrant as required pursuant to the terms hereofsuch loss.

Buy-In. In If the Company shall fail for any reason or for no reason to issue via DTC to a Purchaser Securities that are free from all restrictive and other legends within two (2) Trading Days of receipt of all documents necessary for the removal of the legend set forth above, then, in addition to any all other rights remedies available to the Holdersuch Purchaser, if the Issuer fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the Warrant Stock pursuant to an exercise on or before after the Delivery DateTrading Day immediately following such two (2) Trading Day period, and if after such date the Holder is required by its broker to purchase Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder holder of the Warrant shares of Common Stock which the Holder that such Purchaser anticipated receiving upon such exercise from the Company without any restrictive legend (a “Buy-In”), then the Issuer shall Company shall, within two (12) Trading Days after such Purchaser’s request and in such Purchaser’s sole discretion, (A) pay in cash to the Holder such Purchaser the amount by which (x) the Holdersuch Purchaser’s total purchase price (including any brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying product of (A1) the aggregate number of shares of Warrant Common Stock that such Purchaser was entitled to receive from the Issuer was required to deliver to the Holder in connection with the exercise conversion at issue times, multiplied by (B2) the actual sale price at which the sell order giving rise to such purchase obligation was executed, executed (including any brokerage commissions) and (2B) at the option of the Holdersuch Purchaser, either reinstate reissue (if surrendered) the portion shares of Common Stock equal to the Warrant and equivalent number of shares of Warrant Common Stock submitted for which such exercise was not honored conversion or deliver to the Holder such Purchaser the number of shares of Common Stock that would have been issued if the Company had the Issuer timely complied with its exercise and delivery obligations hereunderrequirements under this Section 4.1. For exampleThe Purchaser shall provide the Company written notice, if within three (3) Trading Days after the Holder purchases Common Stock having a total purchase price occurrence of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000In, under clause (1) of the immediately preceding sentence the Issuer shall be required to pay the Holder $1,000. The Holder shall provide the Issuer written notice indicating the amounts payable to the Holder such Purchaser in respect of the such Buy-In, In together with applicable confirmations and other evidence reasonably requested by the IssuerCompany. Nothing herein shall limit a HolderPurchaser’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 IssuerCompany’s failure to timely deliver certificates representing shares of Common Stock upon exercise conversion of this Warrant the Warrants as required pursuant to the terms hereof; provided, however, that the Purchaser shall not be entitled to both (i) require the reissuance of the shares of Common Stock submitted for conversion for which such conversion was not timely honored and (ii) receive the number of shares of Common Stock that would have been issued if the Company had timely complied with its delivery requirements under this Section 4.1.

Buy-In. In addition to any other rights available to the Holder, if by the Issuer Warrant Share Delivery Date the Company fails to cause its transfer agent to transmit to deliver the Holder a certificate or certificates representing required number of Warrant Shares in the Warrant Stock manner required pursuant to an exercise on or before the Delivery DateSection 2(e)(ii), and if after such date and prior to the receipt of such Warrant Shares, the Holder is required by its broker to purchase (in an open market transaction or otherwise) ), or the Holder’s broker purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Stock Shares which the Holder anticipated receiving was entitled to receive upon such exercise relating to such Warrant Share Delivery Date (a “Buy-In”), then the Issuer Company shall (1) pay in cash to the Holder (in addition to any other remedies available to or elected by such Holder) the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying product of (A) the aggregate number of shares of Warrant Stock Shares that the Issuer Company was required to deliver to the Holder in connection with the exercise at issue times, and (B) the actual sale price at which the sell order giving rise to such purchase obligation was executed, executed (including any brokerage commissions) and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock Shares for which such exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Issuer Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Issuer shall be required to pay the Holder $1,000. The Holder shall provide the Issuer Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations In and other evidence reasonably requested by shall provide written notice of its election whether to cause the Issuer. Nothing herein shall limit a Holder’s right Company to pursue any other remedies available to it hereunder, at law reinstate the affected portion of the Warrant or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to deliver the Issuer’s failure to timely deliver certificates representing shares of Common Stock upon exercise of this Warrant Shares as required pursuant to the terms hereofcontemplated above.

Buy-In. In If the Company shall fail for any reason or for no reason to issue to a Purchaser unlegended certificates within three Trading Days after receipt of all documents necessary for the removal of the legend set forth above (the “Deadline Date”), then, in addition to any all other rights remedies available to the Holdersuch Purchaser, if the Issuer fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the Warrant Stock pursuant to an exercise on or before after the Delivery DateTrading Day immediately following such three Trading Day period, and if after such date the Holder Purchaser is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder holder of Underlying Common Shares, Warrant Shares or shares of Common Stock underlying the Amended Warrant Stock which as the Holder case may be, that such Purchaser anticipated receiving upon such exercise from the Company without any restrictive legend (a “Buy-In”), then the Issuer shall Company shall, within three Trading Days after such Purchaser’s request and in the Company’s sole discretion, either (1i) pay in cash to the Holder the such Purchaser in an amount by which (x) the Holderequal to such Purchaser’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) “Buy-In Price”), at which point the number of shares of Warrant Common Stock that the Issuer was required held by such Purchaser equal to deliver to the Holder in connection with the exercise at issue times, (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock for which such exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had so purchased shall be forfeited to the Issuer timely complied with Company and the Company’s obligation to deliver such certificate (and to issue such shares of Common Stock) shall terminate, or (ii) promptly honor its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having obligation to deliver to such Purchaser a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of certificate or certificates representing such shares of Common Stock with an aggregate sale price giving rise and pay cash to such purchase obligation of $10,000, under clause Purchaser in an amount equal to the excess (1if any) of the immediately preceding sentence Buy-In Price over the Issuer shall be required to pay product of (A) such number of Underlying Common Shares, Warrant Shares or shares of Common Stock underlying the Holder $1,000Amended Warrant, as the case may be, multiplied by (B) the Closing Bid Price on the Deadline Date. The Holder A Purchaser shall provide the Issuer Company with written notice indicating the amounts payable to the Holder such Purchaser in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Issuer. 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 Issuer’s failure to timely deliver certificates representing shares of Common Stock upon exercise of this Warrant as required pursuant to the terms hereofCompany.

Buy-In. In If the Company shall fail for any reason or for no reason to issue via DTC to a Purchaser Securities that are free from all restrictive and other legends within two (2) Trading Days of receipt of all documents necessary for the removal of the legend set forth above, then, in addition to any all other rights remedies available to the Holdersuch Purchaser, if the Issuer fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the Warrant Stock pursuant to an exercise on or before after the Delivery DateTrading Day immediately following such two (2) Trading Day period, and if after such date the Holder is required by its broker to purchase Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder holder of the Warrant shares of Common Stock which the Holder that such Purchaser anticipated receiving upon such exercise from the Company without any restrictive legend (a “Buy-In”), then the Issuer shall Company shall, within two (12) Trading Days after such Purchaser’s request and in such Purchaser’s sole discretion, (A) pay in cash to the Holder such Purchaser the amount by which (x) the Holdersuch Purchaser’s total purchase price (including any brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying product of (A1) the aggregate number of shares of Warrant Common Stock that such Purchaser was entitled to receive from the Issuer was required to deliver to the Holder in connection with the exercise conversion at issue times, multiplied by (B2) the actual sale price at which the sell order giving rise to such purchase obligation was executed, executed (including any brokerage commissions) and (2B) at the option of the Holdersuch Purchaser, either reinstate reissue (if surrendered) the portion shares of Series F-2 Preferred Stock or Preferred Warrants Shares, as applicable, equal to the Warrant and equivalent number of shares of Series F-2 Preferred Stock or Preferred Warrant Stock Shares, as applicable, submitted for which such exercise was not honored conversion or deliver to the Holder such Purchaser the number of shares of Common Stock that would have been issued if the Company had the Issuer timely complied with its exercise and delivery obligations hereunderrequirements under this Section 4.1. For exampleThe Purchaser shall provide the Company written notice, if within three (3) Trading Days after the Holder purchases Common Stock having a total purchase price occurrence of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000In, under clause (1) of the immediately preceding sentence the Issuer shall be required to pay the Holder $1,000. The Holder shall provide the Issuer written notice indicating the amounts payable to the Holder such Purchaser in respect of the such Buy-In, In together with applicable confirmations and other evidence reasonably requested by the IssuerCompany. Nothing herein shall limit a HolderPurchaser’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 IssuerCompany’s failure to timely deliver certificates representing shares of Common Stock upon exercise conversion of this the shares of Series F-2 Preferred Stock or Preferred Warrant Shares as required pursuant to the terms hereof; provided, however, that the Purchaser shall not be entitled to both (i) require the reissuance of the shares of Series F-2 Preferred Stock or Preferred Warrant Shares submitted for conversion for which such conversion was not timely honored and (ii) receive the number of shares of Common Stock that would have been issued if the Company had timely complied with its delivery requirements under this Section 4.1.

Buy-In. In addition to any other rights available to the Holder, if the Issuer Company fails to cause its transfer agent Transfer Agent to transmit to the Holder a certificate or certificates certificates, or electronic shares through DWAC, representing the Warrant Stock Exercise Shares pursuant to an exercise Exercise on or before the Delivery DatePeriod (other than any failure principally caused by the failure of Holder to provide any required information), and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Stock Exercise Shares which the Holder anticipated receiving upon such exercise Exercise (a “Buy-In”), then the Issuer Company shall (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of Warrant Stock Exercise Shares that the Issuer Company was required to deliver to the Holder in connection with the exercise Exercise at issue times, times and (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock Exercise Shares for which such exercise Exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Issuer Company timely complied with its exercise Exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares Exercise to cover the sale of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Issuer Company shall be required to pay the Holder $1,000. The Holder shall provide the Issuer Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the IssuerCompany. 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 IssuerCompany’s failure to timely deliver certificates representing shares of Common Stock upon exercise Exercise of this the Warrant as required pursuant to the terms hereof.

Buy-In. In addition to any other rights available to the Holdera Purchaser, if the Issuer Company improperly fails to cause its transfer agent to transmit deliver to the Holder Purchaser a certificate or certificates representing the Warrant Stock Option Shares pursuant to an exercise on or before by the Delivery Datefifth Trading Day after the date of exercise the Option, and if after such date fifth Trading Day the Holder Purchaser is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder Purchaser of the Warrant Stock Option Shares which the Holder Purchaser anticipated receiving upon such exercise (a “Buy-In”), then the Issuer Company shall (1) pay in cash to the Holder Purchaser the amount by which (x) the HolderPurchaser’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of Warrant Stock Option Shares that the Issuer Company was required to deliver to the Holder Purchaser in connection with the exercise at issue times, by (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the HolderPurchaser, either reinstate the portion of the Warrant Option and equivalent number of shares of Warrant Stock Option Shares for which such exercise was not honored (including the Purchaser’s right to exercise the Option) or deliver to the Holder Purchaser the number of shares of Common Stock that would have been issued had the Issuer Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder Purchaser purchases Common Stock having a total purchase price of $11,000 501,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000500,000, under clause (1) of the immediately preceding sentence the Issuer Company shall be required to pay the Holder Purchaser $1,000. The Holder Purchaser shall provide the Issuer Company written notice indicating the amounts payable to the Holder Purchaser in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the IssuerCompany. Nothing herein shall limit a HolderPurchaser’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 IssuerCompany’s failure to timely deliver certificates representing shares of Common Stock upon exercise of this Warrant the Option as required pursuant to the terms hereof.

Buy-In. In If the Company fails to so properly deliver such unlegended certificates representing the aggregate number of Series L Warrant Shares to which the Buyer shall be entitled, or so properly credit the aggregate number of Series L Warrant Shares to which the Buyer shall be entitled to the Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, in each case by the Required Delivery Date, then, in addition to any all other rights remedies available to the HolderBuyer, if (i) the Issuer fails to cause its transfer agent to transmit Company shall, pay to the Holder Buyer, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of Series L Warrant Shares (based on the VWAP of the Common Stock on the date such Series L Warrant Shares are submitted to the Transfer Agent) delivered for removal of the restrictive legend and subject to Section 5(d), $10 per Trading Day (increasing to $20 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Legend Removal Date until such certificate is delivered without a legend or certificates representing the Warrant Stock pursuant such credit to an exercise on or before the Delivery Date, such balance account with DTC is made and (ii) if after such date the Holder is required by its broker to purchase Legend Removal Date the Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder Buyer of all or any portion of the Warrant number of shares of Common Stock, or a sale of a number of shares of Common Stock which equal to all or any portion of the Holder number of shares of Common Stock, that the Buyer anticipated receiving upon such exercise (a “Buy-In”)from the Company without any restrictive legend, then the Issuer shall (1) pay in cash an amount equal to the Holder excess of the amount by which (x) the HolderBuyer’s total purchase price (including brokerage commissionscommissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased exceeds (yincluding brokerage commissions and other out-of-pocket expenses, if any) (the amount obtained by multiplying “Buy-In Price”) over the product of (A) the such number of shares of Series L Warrant Stock Shares that the Issuer Company was required to deliver to the Holder in connection with Buyer by the exercise at issue times, Legend Removal Date multiplied by (B) the lowest closing sale price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate Common Stock on any Trading Day during the portion period commencing on the date of the Warrant and equivalent number of shares of Warrant Stock for which such exercise was not honored or deliver delivery by the Buyer to the Holder the number of shares of Common Stock that would have been issued had the Issuer timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) Company of the immediately preceding sentence applicable Series L Warrant Shares (as the Issuer shall be required to pay case may be) and ending on the Holder $1,000. The Holder shall provide the Issuer written notice indicating the amounts payable to the Holder in respect date of the Buy-In, together with applicable confirmations such delivery and other evidence reasonably requested by the Issuer. 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 Issuer’s failure to timely deliver certificates representing shares of Common Stock upon exercise of payment under this Warrant as required pursuant to the terms hereofSection 5(e).

Buy-In. In addition to any other rights available to the Holder, if the Issuer Company fails to cause its transfer agent Transfer Agent to transmit to the Holder a certificate or certificates certificates, or electronic shares through DWAC, representing the Warrant Stock Exercise Shares pursuant to an exercise Exercise on or before the end of the Delivery DatePeriod (provided that the Exercise Price, if applicable, has been satisfied as provided in Section 2(b) hereof), other than a failure caused by any incorrect or incomplete information provided by Holder to the Company hereunder, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) shares of or the Holder’s brokerage firm otherwise purchases Common Stock Shares to deliver in satisfaction of a sale by the Holder of the Warrant Stock Exercise Shares which the Holder anticipated receiving upon such exercise Exercise (a “Buy-In”), then the Issuer Company shall (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock Shares so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of Warrant Stock Exercise Shares that the Issuer Company was required to deliver to the Holder in connection with the exercise Exercise at issue times, times and (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, by notice to the Company made by electronic mail or facsimile prior to receipt by the Holder of the Exercise Shares, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock Exercise Shares for which such exercise Exercise was not honored or deliver to the Holder the number of shares of Common Stock Shares that would have been issued had the Issuer Company timely complied with its exercise Exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock Shares having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares Exercise to cover the sale of Common Stock Shares with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Issuer Company shall be required to pay the Holder $1,000. The Holder shall provide the Issuer Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the IssuerCompany. 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 IssuerCompany’s failure to timely deliver certificates representing shares Common Shares upon Exercise of Common Stock upon exercise of this the Warrant as required pursuant to the terms hereof.

Buy-In. In addition to any other rights available to the Holder, if the Issuer fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the Warrant Stock pursuant to an exercise on or before the Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Stock which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Issuer shall (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of Warrant Stock that the Issuer was required to deliver to the Holder in connection with the exercise at issue times, (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock for which such exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Issuer timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Issuer shall be required to pay the Holder $1,000. The Holder shall provide the Issuer written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Issuer. Nothing herein shall limit a Holder’s right to pursue pursuant 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 Issuer’s failure to timely deliver certificates representing shares of Common Stock upon exercise of this Warrant as required pursuant to the terms hereof.

Buy-In. In Notwithstanding anything else to the contrary contained herein, in addition to any other rights available to the Holder, if the Issuer Company fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the applicable Warrant Stock pursuant to an Shares purchased upon the proper exercise hereof or credit the Holder's balance account with DTC, as applicable, on or before the end of the Delivery DatePeriod (other than a failure caused by any incorrect or incomplete information provided by Holder to the Company hereunder), and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) purchases shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Stock which Shares that the Holder anticipated receiving from the Company upon such exercise of this Warrant (a “"Buy-In”"), then the Issuer shall Company shall, within three Business Days after the Holder's request, (1) pay in cash to the Holder in the amount by which (x) the Holder’s 's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of Warrant Stock Shares that the Issuer Company was required to deliver to the Holder in connection with the exercise at issue timesissue, by (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock Shares for which such exercise was not honored honored, or deliver to the Holder the number of shares of Common Stock Warrant Shares that would have been issued had the Issuer Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Issuer shall be required to pay the Holder $1,000. The Holder shall provide the Issuer Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the IssuerCompany. Nothing herein shall limit a the Holder’s '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 Issuer’s Company's failure to timely deliver certificates representing shares of Common Stock upon exercise of this Warrant the Securities as required pursuant to the terms hereof.

Buy-In. In addition to any other rights available to the Holder, if the Issuer Company fails to cause its transfer agent Transfer Agent to transmit to the Holder a certificate or certificates certificates, or electronic shares through DWAC, representing the Warrant Stock pursuant to an exercise Exercise Shares on or before the end of the applicable Delivery DatePeriod (other than a failure caused by incorrect or incomplete information provided by Holder to the Company hereunder), and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) ), or the Holder’s brokerage firm otherwise purchases shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Stock which Exercise Shares that the Company was required to deliver to the Holder anticipated receiving upon in connection with such exercise Exercise (a “Buy-In”), then the Issuer Company shall (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount (the “Sales Price”) obtained by multiplying (A) the number of shares of Warrant Stock Exercise Shares that the Issuer Company was required to deliver to the Holder in connection with the exercise Exercise at issue times, times (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock Exercise Shares for which such exercise Exercise was not timely honored or deliver to the Holder the number of shares of Common Stock Exercise Shares that would have been issued had the Issuer Company timely complied with its exercise Exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares Exercise to cover the sale of Common Stock with an aggregate sale price giving rise to such purchase obligation Sales Price of $10,000, under clause (1) of the immediately preceding sentence the Issuer Company shall be required to pay the Holder $1,000. The Holder shall provide the Issuer Company written notice notice, within three (3) Trading Days after the occurrence of a Buy-In, indicating the amounts payable to the Holder in respect of the such Buy-In, together with applicable confirmations and other evidence reasonably requested by the IssuerCompany. 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 IssuerCompany’s failure to timely deliver certificates representing shares Exercise Shares upon Exercise of Common Stock upon exercise of this the Warrant as required pursuant to the terms hereof; provided, however, that the Holder shall not be entitled to both (i) reinstate the portion of the Warrant and equivalent number of Exercise Shares for which such Exercise was not timely honored and (ii) receive such Exercise Shares.

Buy-In. In addition to any other rights available to the HolderHolder (except as set forth below in this Section 3(e)), if the Issuer fails to cause its transfer agent to transmit to the Holder there is a certificate or certificates representing the Warrant Stock pursuant to an exercise on or before the Share Delivery DateFailure, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) shares of or the Holder’s brokerage firm otherwise purchases, Common Stock Shares to deliver in satisfaction of a sale by the Holder of the Warrant Stock Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Issuer Company shall (1A) pay in cash to the Holder the amount amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock Shares so purchased exceeds (y) the amount obtained by multiplying (A1) the number of shares of Warrant Stock Shares that the Issuer Company was required to deliver to the Holder in connection with the exercise at issue times, times (B2) the price at which the sell order giving rise to such purchase obligation was executed, and (2B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock Shares that would have been issued had the Issuer Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock Shares having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock Shares with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1A) of the immediately preceding sentence the Issuer Company shall be required to pay the Holder $1,000. The Holder shall provide the Issuer Company written notice indicating the amounts payable to the Holder in respect of the Buy-InIn and, together with applicable confirmations and other upon request of the Company, evidence reasonably requested by of the Issueramount of such loss. Nothing herein shall limit a HolderXxxxxx’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 IssuerCompany’s failure to timely deliver certificates representing shares of Common Stock Shares upon exercise of this the Warrant as required pursuant to the terms hereof.

Buy-In. In Notwithstanding anything else to the contrary contained herein, in addition to any other rights available to the Holder, if the Issuer Company fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the applicable Warrant Stock pursuant to an Shares purchased upon exercise hereof or credit the Holder's balance account with DTC, as applicable, on or before the end of the Delivery DatePeriod (other than a failure caused by any incorrect or incomplete information provided by Holder to the Company hereunder), and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) purchases shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Stock which Shares that the Holder anticipated receiving from the Company upon such exercise of this Warrant (a “"Buy-In”"), then the Issuer shall Company shall, within three Business Days after the Holder's request, (1) pay in cash to the Holder the amount by which (x) the Holder’s 's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of Warrant Stock Shares that the Issuer Company was required to deliver to the Holder in connection with the exercise at issue timesissue, by (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock Shares for which such exercise was not honored honored, or deliver to the Holder the number of shares of Common Stock Warrant Shares that would have been issued had the Issuer Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Issuer shall be required to pay the Holder $1,000. The Holder shall provide the Issuer Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the IssuerCompany. Nothing herein shall limit a the Holder’s '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 Issuer’s Company's failure to timely deliver certificates representing shares of Common Stock upon exercise of this Warrant the Securities as required pursuant to the terms hereof.

Buy-In. In addition to any other rights available to If, by the Holder, if the Issuer fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the Warrant Stock pursuant to an exercise on or before the relevant Delivery Date, the Company fails for any reason to deliver the Conversion Shares to be issued upon conversion of a Debenture and if after such date Delivery Date, the Holder is required by its broker to purchase holder of the Debenture being converted (a "Converting Holder") purchases, in an open market transaction or otherwise) , shares of Common Stock (the "Covering Shares") in order to deliver make delivery in satisfaction of a sale of Common Stock by the Converting Holder of (the Warrant Stock "Sold Shares"), which the delivery such Converting Holder anticipated receiving to make using the Conversion Shares to be issued upon such exercise conversion (a “"Buy- In"), the Company shall pay to the Converting Holder, in addition to all other amounts contemplated in other provisions of this Agreement or the Debentures, and not in lieu thereof, the Buy-In”In Adjustment Amount (as defined below), then . The "Buy-In Adjustment Amount" is the Issuer shall (1) pay in cash amount equal to the Holder the amount by which excess, if any, of (x) the Converting Holder’s 's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds Covering Shares over (y) the amount obtained net proceeds (after brokerage commissions, if any) received by multiplying (A) the number Converting Holder from the sale of shares of Warrant Stock that the Issuer was required to deliver Sold Shares. The Company shall pay the Buy-In Adjustment Amount to the Holder Company in connection with immediately available funds immediately upon demand by the exercise at issue times, (B) the price at which the sell order giving rise to such purchase obligation was executed, Converting Holder. By way of illustration and (2) at the option not in limitation of the Holder, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock for which such exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Issuer timely complied with its exercise and delivery obligations hereunder. For exampleforegoing, if the Converting Holder purchases shares of Common Stock having a total purchase price (including brokerage commissions) of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation it sold for net proceeds of $10,000, under clause (1) of the immediately preceding sentence the Issuer shall Buy-In Adjustment Amount which Company will be required to pay to the Converting Holder will be $1,000. The Holder shall provide the Issuer written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Issuer. 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 Issuer’s failure to timely deliver certificates representing shares of Common Stock upon exercise of this Warrant as required pursuant to the terms hereof.

Buy-In. In addition to any other rights available to the Holder, (i) if the Issuer Holder sells the shares it has converted and the Holder has provided the Company evidence of such sale reasonably satisfactory to the Company (the "Sale"), and (ii) if the Company fails to cause its transfer agent to transmit deliver to the Holder a such certificate or certificates representing by the Warrant Stock pursuant to an exercise on or before 5th Trading Day after the Delivery DateConversion Date in accordance with Section 4(c)(ii), and if after such date 5th Trading Day the Holder is required by its broker to purchase purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the such Holder of the Warrant Stock Conversion Shares which the Holder anticipated receiving upon such exercise conversion (a “"Buy-In”"), then the Issuer Company shall (1A) pay in cash to the Holder (in addition to any remedies available to or elected by the Holder) the amount by which (x) the Holder’s 's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying product of (A1) the aggregate number of shares of Warrant Common Stock that such Holder anticipated receiving from the Issuer was required to deliver conversion at issue multiplied by (2) the per share price of the Common Stock pursuant to the Holder in connection with the exercise at issue times, (B) the price at which the sell order giving rise to such purchase obligation was executedSale, and (2B) at the option of the Holder, either (x) deliver the Conversion Shares not yet delivered under the Conversion Notice and subject to this provision, or (y) reinstate the portion principal and interest of the Warrant and equivalent number of shares of Warrant Stock for which this Debenture subject to such exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Issuer timely complied with its exercise and delivery obligations hereunderConversion Notice. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise conversion of shares this Debenture with respect to which the market price of Common Stock with an aggregate sale price giving rise to such purchase obligation the Conversion Shares on the date of conversion was a total of $10,000, under clause (1) of the immediately preceding sentence the Issuer Company shall be required to pay the Holder $1,000. The Holder shall provide the Issuer Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations In and other evidence reasonably requested by the Issuerbasis for determining such amount. Nothing Notwithstanding anything contained 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 Issuer’s contrary, if a Holder requires the Company to make payment in respect of a Buy-In for the failure to timely deliver certificates representing shares hereunder and the Company timely pays in full such payment, the Company shall not be required to pay such Holder liquidated damages under Section 4(c)(iii) in respect of Common Stock upon exercise of this Warrant as required pursuant to the terms hereofcertificates resulting in such Buy-In.

Buy-In. In addition to any other rights available to the Holder, if the Issuer fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the Warrant Stock pursuant to an exercise or deemed exercise on or before the Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Stock which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Issuer shall (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of Warrant Stock that the Issuer was required to deliver to the Holder in connection with the exercise at issue times, (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock for which such exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Issuer timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Issuer shall be required to pay the Holder $1,000. The Holder shall provide the Issuer written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Issuer. 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 Issuer’s failure to timely deliver certificates representing shares of Common Stock upon exercise of this Warrant as required pursuant to the terms hereof.

Buy-In. In If the Company fails to so properly deliver such unlegended certificates representing the aggregate number of Warrant Shares to which the Buyer shall be entitled, or so properly credit the aggregate number of Warrant Shares to which the Buyer shall be entitled to the Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, in each case by the Required Delivery Date, then, in addition to any all other rights remedies available to the HolderBuyer, if (i) the Issuer fails to cause its transfer agent to transmit Company shall, pay to the Holder Buyer, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of Warrant Shares (based on the VWAP of the Common Stock on the date such Warrant Shares are submitted to the Transfer Agent) delivered for removal of the restrictive legend and subject to Section 5(d), $10 per Trading Day (increasing to $20 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Legend Removal Date until such certificate is delivered without a legend or certificates representing the Warrant Stock pursuant such credit to an exercise on or before the Delivery Date, such balance account with DTC is made and (ii) if after such date the Holder is required by its broker to purchase Legend Removal Date the Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder Buyer of all or any portion of the Warrant number of shares of Common Stock, or a sale of a number of shares of Common Stock which equal to all or any portion of the Holder number of shares of Common Stock, that the Buyer anticipated receiving upon such exercise (a “Buy-In”)from the Company without any restrictive legend, then the Issuer shall (1) pay in cash an amount equal to the Holder excess of the amount by which (x) the HolderBuyer’s total purchase price (including brokerage commissionscommissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased exceeds (yincluding brokerage commissions and other out-of-pocket expenses, if any) (the amount obtained by multiplying “Buy-In Price”) over the product of (A) the such number of shares of Warrant Stock Shares that the Issuer Company was required to deliver to the Holder in connection with Buyer by the exercise at issue times, Legend Removal Date multiplied by (B) the lowest closing sale price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate Common Stock on any Trading Day during the portion period commencing on the date of the Warrant and equivalent number of shares of Warrant Stock for which such exercise was not honored or deliver delivery by the Buyer to the Holder the number of shares of Common Stock that would have been issued had the Issuer timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) Company of the immediately preceding sentence applicable Warrant Shares (as the Issuer shall be required to pay case may be) and ending on the Holder $1,000. The Holder shall provide the Issuer written notice indicating the amounts payable to the Holder in respect date of the Buy-In, together with applicable confirmations such delivery and other evidence reasonably requested by the Issuer. 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 Issuer’s failure to timely deliver certificates representing shares of Common Stock upon exercise of payment under this Warrant as required pursuant to the terms hereofSection 5(e).

Buy-In. In If the Company fails to so properly deliver such unlegended certificates representing the aggregate number of Warrant Shares to which the Investor shall be entitled, or so properly credit the aggregate number of Warrant Shares to which the Investor shall be entitled to the Investor’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, in each case by the Required Delivery Date, then, in addition to any all other rights remedies available to the HolderInvestor, if (i) the Issuer fails to cause its transfer agent to transmit Company shall, pay to the Holder Investor, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of Warrant Shares (based on the VWAP of the Common Stock on the date such Warrant Shares are submitted to the Transfer Agent) delivered for removal of the restrictive legend and subject to Section 5(d), $10 per Trading Day (increasing to $20 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Legend Removal Date until such certificate is delivered without a legend or certificates representing the Warrant Stock pursuant such credit to an exercise on or before the Delivery Date, such balance account with DTC is made and (ii) if after such date the Holder is required by its broker to purchase Legend Removal Date the Investor purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder Investor of all or any portion of the Warrant number of shares of Common Stock, or a sale of a number of shares of Common Stock which equal to all or any portion of the Holder number of shares of Common Stock, that the Investor anticipated receiving upon such exercise (a “Buy-In”)from the Company without any restrictive legend, then the Issuer shall (1) pay in cash an amount equal to the Holder excess of the amount by which (x) the HolderInvestor’s total purchase price (including brokerage commissionscommissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased exceeds (yincluding brokerage commissions and other out-of-pocket expenses, if any) (the amount obtained by multiplying “Buy-In Price”) over the product of (A) the such number of shares of Warrant Stock Shares that the Issuer Company was required to deliver to the Holder in connection with Investor by the exercise at issue times, Legend Removal Date multiplied by (B) the lowest closing sale price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate Common Stock on any Trading Day during the portion period commencing on the date of the Warrant and equivalent number of shares of Warrant Stock for which such exercise was not honored or deliver delivery by the Investor to the Holder the number of shares of Common Stock that would have been issued had the Issuer timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) Company of the immediately preceding sentence applicable Warrant Shares (as the Issuer shall be required to pay case may be) and ending on the Holder $1,000. The Holder shall provide the Issuer written notice indicating the amounts payable to the Holder in respect date of the Buy-In, together with applicable confirmations such delivery and other evidence reasonably requested by the Issuer. 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 Issuer’s failure to timely deliver certificates representing shares of Common Stock upon exercise of payment under this Warrant as required pursuant to the terms hereofSection 5(e).

Buy-In. In If the Company shall fail for any reason or for no reason to issue to a Purchaser unlegended securities within the earlier of (i) two (2) Trading Days and (ii) the Standard Settlement Period, in each case after receipt of all documents necessary for the removal of the legend set forth above, then, in addition to any all other rights remedies available to the Holdersuch Purchaser, if the Issuer fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the Warrant Stock pursuant to an exercise on or before after the Delivery DateTrading Day immediately following such period, and if after such date the Holder is required by its broker to purchase Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder holder of the Warrant shares of Common Stock which the Holder that such Purchaser anticipated receiving upon such exercise from the Company without any restrictive legend (a “Buy-In”), then the Issuer shall Company shall, within two (12) Trading Days after such Purchaser’s request and in such Purchaser’s sole discretion, (A) pay in cash to the Holder such Purchaser the amount by which (x) the Holdersuch Purchaser’s total purchase price (including any brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying product of (A1) the aggregate number of shares of Warrant Common Stock that such Purchaser was entitled to receive from the Issuer was required to deliver to the Holder in connection with the exercise conversion at issue times, multiplied by (B2) the actual sale price at which the sell order giving rise to such purchase obligation was executed, executed (including any brokerage commissions) and (2B) at the option of the Holdersuch Purchaser, either reinstate reissue (if surrendered) the portion shares of Series B Preferred Stock equal to the Warrant and equivalent number of shares of Warrant Series B Preferred Stock submitted for which such exercise was not honored conversion or deliver to the Holder such Purchaser the number of shares of Common Stock that would have been issued if the Company had the Issuer timely complied with its exercise and delivery obligations hereunderrequirements under this Section 4.1. For exampleThe Purchaser shall provide the Company written notice, if within three (3) Trading Days after the Holder purchases Common Stock having a total purchase price occurrence of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000In, under clause (1) of the immediately preceding sentence the Issuer shall be required to pay the Holder $1,000. The Holder shall provide the Issuer written notice indicating the amounts payable to the Holder such Purchaser in respect of the such Buy-In, In together with applicable confirmations and other evidence reasonably requested by the IssuerCompany. Nothing herein shall limit a HolderPurchaser’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 IssuerCompany’s failure to timely deliver certificates representing shares of Common Stock upon exercise conversion of this Warrant the shares of Series B Preferred Stock as required pursuant to the terms hereof; provided, however, that the Purchaser shall not be entitled to both (i) require the reissuance of the shares of Series B Preferred Stock submitted for conversion for which such conversion was not timely honored and (ii) receive the number of shares of Common Stock that would have been issued if the Company had timely complied with its delivery requirements under this Section 4.1.

Buy-In. In addition to any other rights available to If the Holder, if the Issuer Company fails to cause its transfer agent to transmit to so properly deliver such unlegended certificates or so properly credit the Holder a certificate balance account of such Buyer’s or certificates representing such Buyer’s nominee, or the Warrant Stock pursuant to an exercise on Placement Agent’s or before the Placement Agent’s nominee (as applicable), with DTC by the Required Delivery Date, and if on or after the Required Delivery Date such date Buyer or the Holder is required by its broker to purchase Placement Agent purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Buyer of shares of Common Stock that such Buyer or the Holder of the Warrant Stock which the Holder Placement Agent anticipated receiving upon from the Company without any restrictive legend, then, in addition to all other remedies available to such exercise Buyer or the Placement Agent, the Company shall, within three (a “Buy-In”)3) Trading Days after such Buyer’s or the Placement Agent’s request and in such Buyer’s or Placement Agent’s sole discretion, then the Issuer shall either (1i) pay in cash to such Buyer or the Holder Placement Agent, as applicable, in an amount equal to such Buyer’s or the amount by which Placement Agent’s (xas applicable) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (ythe “Buy-In Price”), at which point the Company’s obligation to deliver such certificate or credit such Buyer’s or Placement Agent’s (as applicable) the amount obtained by multiplying balance account shall terminate and such shares shall be cancelled, or (Aii) the number of shares of Warrant Stock that the Issuer was required promptly honor its obligation to deliver to such Buyer or the Holder in connection with the exercise at issue times, Placement Agent (Bas applicable) the price at which the sell order giving rise to a certificate or certificates or credit such purchase obligation was executed, and Buyer’s or Placement Agent’s (2as applicable) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock for which DTC account representing such exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had if the Issuer Company timely complied with its exercise obligations hereunder and delivery obligations hereunder. For example, pay cash to such Buyer or the Placement Agent (as applicable) in an amount equal to the excess (if any) of the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise Price over the product of (A) such number of shares of Common Stock with an aggregate Shares that the Company was required to deliver to such Buyer or the Placement Agent (as applicable) by the Required Delivery Date times (B) the closing sale price giving rise to such purchase obligation of $10,000, under clause (1) of the Common Stock on the Trading Day immediately preceding sentence the Issuer shall be required to pay the Holder $1,000. The Holder shall provide the Issuer written notice indicating the amounts payable to the Holder in respect of the Buy-InRequired Delivery Date (as reported by Bloomberg, together with applicable confirmations and other evidence reasonably requested by the Issuer. 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 Issuer’s failure to timely deliver certificates representing shares of Common Stock upon exercise of this Warrant as required pursuant to the terms hereofLP).

Buy-In. In addition to any other rights available to If the Holder, if the Issuer Company fails to cause its transfer agent Transfer Agent to transmit to the Holder a certificate the certificates or certificates electronic shares through DWAC representing the Warrant Stock Exercise Shares pursuant to an exercise Exercise on or before the Delivery DatePeriod, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Stock Exercise Shares which the Holder anticipated receiving was entitled to receive upon such exercise Exercise (a “Buy-In”), then the Issuer Company shall (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of Warrant Stock Exercise Shares that the Issuer Company was required to deliver to the Holder in connection with the exercise at issue times, Exercise not later than the expiration of the Delivery Period and (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either (x) reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock Exercise Shares for which such exercise Exercise was not honored or (y) deliver to the Holder the number of shares of Common Stock that would have been issued had the Issuer Company timely complied with its exercise and delivery obligations hereunderSection 2(c). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise Exercise of shares of Common Stock the Warrant with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Issuer Company shall be required to pay the Holder $1,000. The Holder shall provide the Issuer Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the IssuerCompany. 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 IssuerCompany’s failure to timely deliver certificates or electronic shares representing shares of Common Stock upon exercise Exercise of this the Warrant as required pursuant to the terms hereof.

Buy-In. In Notwithstanding anything else to the contrary contained herein, in addition to any other rights available to the Holder, if the Issuer Company fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the applicable Warrant Stock pursuant to an Shares purchased upon exercise hereof or credit the Holder’s balance account with DTC, as applicable, on or before the end of the Delivery DatePeriod (other than a failure caused by any incorrect or incomplete information provided by Holder to the Company hereunder), and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) purchases shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Stock which Shares that the Holder anticipated receiving from the Company upon such exercise of this Warrant (a “Buy-In”), then the Issuer shall (1) Company shall, within three Business Days after the Holder’s request, pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of Warrant Stock Shares that the Issuer Company was required to deliver to the Holder in connection with the exercise at issue timesissue, by (B) the price at which the sell order giving rise to such purchase obligation was executed, and or (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock Shares for which such exercise was not honored honored, or deliver to the Holder the number of shares of Common Stock Warrant Shares that would have been issued had the Issuer Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Issuer shall be required to pay the Holder $1,000. The Holder shall provide the Issuer Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the IssuerCompany. Nothing herein shall limit a 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 IssuerCompany’s failure to timely deliver certificates representing shares of Common Stock upon exercise of this Warrant the Securities as required pursuant to the terms hereof.

Buy-In. In addition to any other rights available to the Holder, if the Issuer Company fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the Warrant Stock Exercise Shares pursuant to an exercise Exercise on or before the Warrant Shares Delivery DateDeadline, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Stock Exercise Shares which the Holder anticipated receiving upon such exercise Exercise (a “Buy-In”), then the Issuer Company shall (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of Warrant Stock Exercise Shares that the Issuer Company was required to deliver to the Holder in connection with the exercise Exercise at issue times, times (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock Exercise Shares for which such exercise Exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Issuer Company timely complied with its exercise Exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise Exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Issuer Company shall be required to pay the Holder $1,000. The Holder shall provide the Issuer Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence with respect to the sell order as is reasonably requested by the IssuerCompany. 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 IssuerCompany’s failure to timely deliver certificates representing shares of Common Stock upon exercise Exercise of this the Warrant as required pursuant to the terms hereof.

Buy-In. In addition to any other rights available to the Holder, if the Issuer Company fails to cause its transfer agent Transfer Agent to transmit to the Holder a certificate or certificates certificates, or electronic shares through DWAC, representing the Warrant Stock Exercise Shares pursuant to an exercise Exercise, on or before the Delivery DatePeriod, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Stock Exercise Shares which the Holder anticipated receiving upon such exercise Exercise (a “Buy-In”), then the Issuer Company shall (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of Warrant Stock Exercise Shares that the Issuer Company was required to deliver to the Holder in connection with the exercise Exercise at issue times, times and (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock Exercise Shares for which such exercise Exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Issuer Company timely complied with its exercise Exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares Exercise to cover the sale of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Issuer Company shall be required to pay the Holder $1,000. The Holder shall provide the Issuer Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the IssuerCompany. 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 IssuerCompany’s failure to timely deliver certificates representing shares of Common Stock upon exercise Exercise of this the Warrant as required pursuant to the terms hereof.

Buy-In. In If the Company shall fail for any reason or for no reason to issue via DTC to a Purchaser Securities that are free from all restrictive and other legends within two (2) Trading Days of receipt of all documents necessary for the removal of the legend set forth above, then, in addition to any all other rights remedies available to the Holdersuch Purchaser, if the Issuer fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the Warrant Stock pursuant to an exercise on or before after the Delivery DateTrading Day immediately following such two (2) Trading Day period, and if after such date the Holder is required by its broker to purchase Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder holder of the Warrant shares of Common Stock which the Holder that such Purchaser anticipated receiving upon such exercise from the Company without any restrictive legend (a “Buy-In”), then the Issuer shall Company shall, within two (12) Trading Days after such Purchaser’s request and in such Purchaser’s sole discretion, (A) pay in cash to the Holder such Purchaser the amount by which (x) the Holdersuch Purchaser’s total purchase price (including any brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying product of (A1) the aggregate number of shares of Warrant Common Stock that such Purchaser was entitled to receive from the Issuer was required to deliver to the Holder in connection with the exercise conversion at issue times, multiplied by (B2) the actual sale price at which the sell order giving rise to such purchase obligation was executed, executed (including any brokerage commissions) and (2B) at the option of the Holdersuch Purchaser, either reinstate reissue (if surrendered) the portion shares of Series A-2 Preferred Stock or Preferred Warrants Shares, as applicable, equal to the Warrant and equivalent number of shares of Series A-2 Preferred Stock or Preferred Warrant Stock Shares, as applicable, submitted for which such exercise was not honored conversion or deliver to the Holder such Purchaser the number of shares of Common Stock that would have been issued if the Company had the Issuer timely complied with its exercise and delivery obligations hereunderrequirements under this Section 4.1. For exampleThe Purchaser shall provide the Company written notice, if within three (3) Trading Days after the Holder purchases Common Stock having a total purchase price occurrence of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000In, under clause (1) of the immediately preceding sentence the Issuer shall be required to pay the Holder $1,000. The Holder shall provide the Issuer written notice indicating the amounts payable to the Holder such Purchaser in respect of the such Buy-In, In together with applicable confirmations and other evidence reasonably requested by the IssuerCompany. Nothing herein shall limit a HolderPurchaser’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 IssuerCompany’s failure to timely deliver certificates representing shares of Common Stock upon exercise conversion of this the shares of Series A-2 Preferred Stock or Preferred Warrant Shares as required pursuant to the terms hereof; provided, however, that the Purchaser shall not be entitled to both (i) require the reissuance of the shares of Series A-2 Preferred Stock or Preferred Warrant Shares submitted for conversion for which such conversion was not timely honored and (ii) receive the number of shares of Common Stock that would have been issued if the Company had timely complied with its delivery requirements under this Section 4.1.

Buy-In. In addition to any other rights available to If the Holder, if the Issuer Company fails to cause its transfer agent to transmit to so properly deliver such unlegended certificates or so properly credit the Holder a certificate balance account of such Buyer’s or certificates representing such Buyer’s nominee with DTC by the Warrant Stock pursuant to an exercise on or before the Required Delivery Date, and if on or after the Required Delivery Date such date the Holder is required by its broker to purchase Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder such Buyer of the Warrant shares of Common Stock which the Holder that such Buyer anticipated receiving upon from the Company without any restrictive legend, then, in addition to all other remedies available to such exercise Buyer, the Company shall, within three (a “Buy-In”)3) Trading Days after such Buyer’s request and in such Buyer’s sole discretion, then the Issuer shall either (1i) pay in cash to the Holder the such Buyer in an amount by which (x) the Holderequal to such Buyer’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (ythe “Buy-In Price”), at which point the Company’s obligation to deliver such certificate or credit such Buyer’s balance account shall terminate and such shares shall be cancelled, or (ii) the amount obtained by multiplying (A) the number of shares of Warrant Stock that the Issuer was required promptly honor its obligation to deliver to the Holder in connection with the exercise at issue times, (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock for which Buyer a certificate or certificates or credit such exercise was not honored or deliver to the Holder the Buyer’s DTC account representing such number of shares of Common Stock that would have been issued had if the Issuer Company timely complied with its exercise obligations hereunder and delivery obligations hereunder. For example, pay cash to such Buyer in an amount equal to the excess (if any) of the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise Price over the product of (A) such number of shares of Common Stock with an aggregate sale price giving rise Shares that the Company was required to deliver to such purchase obligation of $10,000, under clause Buyer by the Required Delivery Date times (1B) the Closing Sale Price of the Common Stock on the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg LP on the Trading Day immediately preceding sentence the Issuer shall be required to pay the Holder $1,000. The Holder shall provide the Issuer written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Issuer. 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 Issuer’s failure to timely deliver certificates representing shares of Common Stock upon exercise of this Warrant as required pursuant to the terms hereofRequired Delivery Date.

Buy-In. In Notwithstanding anything else to the contrary contained herein, in addition to any other rights available to the Holder, if the Issuer Company fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the applicable Warrant Stock pursuant to an Shares purchased upon exercise hereof or credit the Holder’s balance account with DTC, as applicable, on or before the end of the Delivery DatePeriod (other than a failure caused by any incorrect or incomplete information provided by Holder to the Company hereunder), and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) purchases shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Stock which Shares that the Holder anticipated receiving from the Company upon such exercise of this Warrant (a “Buy-In”), then the Issuer shall Company shall, within three Business Days after the Holder’s request, (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of Warrant Stock Shares that the Issuer Company was required to deliver to the Holder in connection with the exercise at issue timesissue, by (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock Shares for which such exercise was not honored honored, or deliver to the Holder the number of shares of Common Stock Warrant Shares that would have been issued had the Issuer Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Issuer shall be required to pay the Holder $1,000. The Holder shall provide the Issuer Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the IssuerCompany. Nothing herein shall limit a 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 IssuerCompany’s failure to timely deliver certificates representing shares of Common Stock upon exercise of this Warrant the securities as required pursuant to the terms hereof.

Buy-In. In addition to any other rights available to the Holder, if the Issuer Company fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the Warrant Stock Shares pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Stock Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Issuer Company shall (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of Warrant Stock Shares that the Issuer Company was required to deliver to the Holder in connection with the exercise at issue times, (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock Shares for which such exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Issuer Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Issuer Company shall be required to pay the Holder $1,000. The Holder shall provide the Issuer Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the IssuerCompany. 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 IssuerCompany’s failure to timely deliver certificates representing shares of Common Stock upon exercise of this Warrant as required pursuant to the terms hereof.

Buy-In. In If the Company fails to so properly deliver such unlegended certificates representing the aggregate number of Series F Warrant Shares to which the Buyer shall be entitled, or so properly credit the aggregate number of Series F Warrant Shares to which the Buyer shall be entitled to the Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, in each case by the Required Delivery Date, then, in addition to any all other rights remedies available to the HolderBuyer, if (i) the Issuer fails to cause its transfer agent to transmit Company shall, pay to the Holder Buyer, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of Series F Warrant Shares (based on the VWAP of the Common Stock on the date such Series F Warrant Shares are submitted to the Transfer Agent) delivered for removal of the restrictive legend and subject to Section 5(d), $10 per Trading Day (increasing to $20 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Legend Removal Date until such certificate is delivered without a legend or certificates representing the Warrant Stock pursuant such credit to an exercise on or before the Delivery Date, such balance account with DTC is made and (ii) if after such date the Holder is required by its broker to purchase Legend Removal Date the Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder Buyer of all or any portion of the Warrant number of shares of Common Stock, or a sale of a number of shares of Common Stock which equal to all or any portion of the Holder number of shares of Common Stock, that the Buyer anticipated receiving upon such exercise (a “Buy-In”)from the Company without any restrictive legend, then the Issuer shall (1) pay in cash an amount equal to the Holder excess of the amount by which (x) the HolderBuyer’s total purchase price (including brokerage commissionscommissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased exceeds (yincluding brokerage commissions and other out-of-pocket expenses, if any) (the amount obtained by multiplying “Buy-In Price”) over the product of (A) the such number of shares of Series F Warrant Stock Shares that the Issuer Company was required to deliver to the Holder in connection with Buyer by the exercise at issue times, Legend Removal Date multiplied by (B) the lowest closing sale price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate Common Stock on any Trading Day during the portion period commencing on the date of the Warrant and equivalent number of shares of Warrant Stock for which such exercise was not honored or deliver delivery by the Buyer to the Holder the number of shares of Common Stock that would have been issued had the Issuer timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) Company of the immediately preceding sentence applicable Series F Warrant Shares (as the Issuer shall be required to pay case may be) and ending on the Holder $1,000. The Holder shall provide the Issuer written notice indicating the amounts payable to the Holder in respect date of the Buy-In, together with applicable confirmations such delivery and other evidence reasonably requested by the Issuer. 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 Issuer’s failure to timely deliver certificates representing shares of Common Stock upon exercise of payment under this Warrant as required pursuant to the terms hereofSection 5(e).

Buy-In. In addition If by the close of the Share Delivery Date, the Company fails to any other rights available deliver the Warrant Shares to the Holder, if Warrant Holder in the Issuer fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the Warrant Stock manner required pursuant to an exercise on or before the Delivery DateSection 2(b), and if after such date Share Delivery Date and prior to the receipt of such Warrant Shares, the Warrant Holder is required by its broker to purchase purchases (in an open market transaction or otherwise) shares of Common Stock Shares to deliver in satisfaction of a sale by the Warrant Holder of the Warrant Stock Shares which the Warrant Holder anticipated receiving upon such exercise (a “Buy-In”), then the Issuer shall Company shall, within three (3) Business Days after the Warrant Holder’s request and in the Warrant Holder’s sole discretion, either (1) pay in cash to the Warrant Holder an amount equal to the amount by which (x) the Warrant Holder’s total purchase price (including brokerage commissions, if any) for the shares Shares so purchased, at which point the Company’s obligation to deliver such Warrant Shares shall terminate or (2) promptly honor its obligation to deliver to the Warrant Holder the Warrant Shares in the manner required pursuant to Section 2(b), under the name of Common Stock the Warrant Holder, representing such Warrant Shares and pay cash to the Warrant Holder in an amount equal to the excess (if any) of the Warrant Holder’s total purchase price (including brokerage commissions, if any) for the Shares so purchased exceeds (y) in the amount obtained by multiplying Buy-In over the product of (A) the number of shares of Warrant Stock that the Issuer was required to deliver to the Holder Shares purchased in connection with the exercise at issue times, (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock for which such exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Issuer timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Issuer shall be required to pay the Holder $1,000. The Holder shall provide the Issuer written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by times (B) the Issuer. Nothing herein Closing Price of a Share on the Exercise Date; provided that if the Warrant Holder requests physical certificate(s) pursuant to Section 2(b), then all deadlines in this Section 2(h) 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 change from the third (3rd) Business Day to the Issuer’s failure to timely deliver certificates representing shares of Common Stock upon exercise of this Warrant as required pursuant to the terms hereoffifth (5th) Business Day.

Buy-In. In addition to any other rights available to the Holder, if the Issuer Company fails to cause its transfer agent Transfer Agent to transmit to the Holder a certificate or certificates representing the Warrant Stock Exercise Shares pursuant to an exercise Exercise on or before the Delivery DatePeriod, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Stock Exercise Shares which the Holder anticipated receiving upon such exercise Exercise (a “Buy-In”), then the Issuer Company shall (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of Warrant Stock Exercise Shares that the Issuer Company was required to deliver to the Holder in connection with the exercise Exercise at issue times, by (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock Exercise Shares for which such exercise Exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Issuer Company timely complied with its exercise Exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares Exercise to cover the sale of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Issuer Company shall be required to pay the Holder $1,000. The Holder shall provide the Issuer Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the IssuerCompany. 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 IssuerCompany’s failure to timely deliver certificates representing shares of Common Stock upon exercise Exercise of this the Warrant as required pursuant to the terms hereof.

Buy-In. In If the Company shall fail for any reason or for no reason to issue via DTC to a Purchaser Securities that are free from all restrictive and other legends within two (2) Trading Days of receipt of all documents necessary for the removal of the legend set forth above, then, in addition to any all other rights remedies available to the Holdersuch Purchaser, if the Issuer fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the Warrant Stock pursuant to an exercise on or before after the Delivery DateTrading Day immediately following such two (2) Trading Day period, and if after such date the Holder is required by its broker to purchase Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder holder of the Warrant shares of Common Stock which the Holder that such Purchaser anticipated receiving upon such exercise from the Company without any restrictive legend (a “Buy-In”), then the Issuer shall Company shall, within two (12) Trading Days after such Purchaser’s request and in such Purchaser’s sole discretion, (A) pay in cash to the Holder such Purchaser the amount by which (x) the Holdersuch Purchaser’s total purchase price (including any brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying product of (A1) the aggregate number of shares of Warrant Common Stock that such Purchaser was entitled to receive from the Issuer was required to deliver to the Holder in connection with the exercise conversion at issue times, multiplied by (B2) the actual sale price at which the sell order giving rise to such purchase obligation was executed, executed (including any brokerage commissions) and (2B) at the option of the Holdersuch Purchaser, either reinstate reissue (if surrendered) the portion shares of Series E-2 Preferred Stock or Preferred Warrants Shares, as applicable, equal to the Warrant and equivalent number of shares of Series E-2 Preferred Stock or Preferred Warrant Stock Shares, as applicable, submitted for which such exercise was not honored conversion or deliver to the Holder such Purchaser the number of shares of Common Stock that would have been issued if the Company had the Issuer timely complied with its exercise and delivery obligations hereunderrequirements under this Section 4.1. For exampleThe Purchaser shall provide the Company written notice, if within three (3) Trading Days after the Holder purchases Common Stock having a total purchase price occurrence of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000In, under clause (1) of the immediately preceding sentence the Issuer shall be required to pay the Holder $1,000. The Holder shall provide the Issuer written notice indicating the amounts payable to the Holder such Purchaser in respect of the such Buy-In, In together with applicable confirmations and other evidence reasonably requested by the IssuerCompany. Nothing herein shall limit a HolderPurchaser’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 IssuerCompany’s failure to timely deliver certificates representing shares of Common Stock upon exercise conversion of this the shares of Series E-2 Preferred Stock or Preferred Warrant Shares as required pursuant to the terms hereof; provided, however, that the Purchaser shall not be entitled to both (i) require the reissuance of the shares of Series E-2 Preferred Stock or Preferred Warrant Shares submitted for conversion for which such conversion was not timely honored and (ii) receive the number of shares of Common Stock that would have been issued if the Company had timely complied with its delivery requirements under this Section 4.1.

Buy-In. In addition to any other rights available to the Holder, if the Issuer Company fails to cause its transfer agent to transmit deliver to the Holder such Common Stock issuable upon conversion of a certificate or certificates representing the Warrant Stock pursuant to an exercise on or before Debenture by the Delivery Date, Date and if ten (10) days after such date the Delivery Date the Holder is required by its broker to purchase purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Common Stock which the Holder anticipated receiving upon such exercise conversion (a “"Buy-In”"), then the Issuer Company shall (1) pay in cash to the Holder (in addition to any remedies available to or elected by the Holder) the amount by which (xA) the Holder’s 's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of Warrant Stock that the Issuer was required to deliver to the Holder in connection with the exercise at issue times, (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option aggregate principal and/or interest amount of the Holder, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock Debenture for which such exercise conversion was not honored or deliver to the Holder the number timely honored, together with interest thereon at a rate of shares of Common Stock that would have been issued had the Issuer timely complied with its exercise 15% per annum, accruing until such amount and delivery obligations hereunderany accrued interest thereon is paid in full (which amount shall be paid as liquidated damages and not as a penalty). For example, if the Holder purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation conversion of $10,00010,000 of Debenture principal, under clause (1) of the immediately preceding sentence the Issuer Company shall be required to pay the Holder $1,000, plus interest. The Holder shall provide the Issuer Company written notice indicating the amounts payable to the Holder in respect of the Buy-In. The Securities shall be delivered by the Company to the Holder pursuant to Section I.B. hereof on a "delivery-against-payment basis" at the Closing. Certificates evidencing the Conversion Shares shall not contain any legend: (i) while a registration statement covering the resale of such security is effective under the Securities Act, together or (ii) following any sale of such Conversion Shares pursuant to Rule 144, or (iii) if such Conversion Shares are eligible for sale under Rule 144, or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Company's transfer agent promptly if required by the Company's transfer agent to effect the removal of the legend hereunder. If all or any portion of a Debenture is converted or exercised (as applicable) at a time when there is an effective registration statement to cover the resale of the Conversion Shares, or if such Conversion Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations thereof) then such Conversion Shares shall be issued free of all legends. The Company agrees that at such time as such legend is no longer required under this Section, it will, no later than three Trading Days following the delivery by Holder to the Company or the Company's transfer agent of a certificate representing the Conversion Shares, as applicable, issued with applicable confirmations a restrictive legend, deliver or cause to be delivered to Holder a certificate representing such shares that is free from all restrictive and other evidence reasonably requested by legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Issuer. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or Company that enlarge the restrictions on transfer set forth in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Issuer’s failure to timely deliver certificates representing shares of Common Stock upon exercise of this Warrant as required pursuant to the terms hereofSection.

Buy-In. In addition If by the close of the third (3rd) Business Day after delivery of a Notice of Exercise and the payment of the aggregate exercise price for all or any part of this Warrant, the Company fails to any other rights available deliver the Warrant Shares to the Holder, if Warrant Holder in the Issuer fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the Warrant Stock manner required pursuant to an exercise on or before the Delivery DateSection 2(b), and if after such date third (3rd) Business Day and prior to the receipt of such Warrant Shares, the Warrant Holder is required by its broker to purchase purchases (in an open market transaction or otherwise) shares of Common Stock Shares to deliver in satisfaction of a sale by the Warrant Holder of the Warrant Stock Shares which the Warrant Holder anticipated receiving upon such exercise (a “Buy-In”), then the Issuer shall Company shall, within three (3) Business Days after the Warrant Holder’s request and in the Warrant Holder’s sole discretion, either (1) pay in cash to the Warrant Holder an amount equal to the amount by which (x) the Warrant Holder’s total purchase price (including brokerage commissions, if any) for the shares Shares so purchased, at which point the Company’s obligation to deliver such Warrant Shares shall terminate or (2) promptly honor its obligation to deliver to the Warrant Holder the Warrant Shares in the manner required pursuant to Section 2(b), under the name of Common Stock the Warrant Holder, representing such Warrant Shares and pay cash to the Warrant Holder in an amount equal to the excess (if any) of the Warrant Holder’s total purchase price (including brokerage commissions, if any) for the Shares so purchased exceeds (y) in the amount obtained by multiplying Buy-In over the product of (A) the number of shares of Warrant Stock that the Issuer was required to deliver to the Holder Shares purchased in connection with the exercise at issue times, (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock for which such exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Issuer timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Issuer shall be required to pay the Holder $1,000. The Holder shall provide the Issuer written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by times (B) the Issuer. Nothing herein Closing Price of a Share on the Exercise Date; provided that if the Warrant Holder requests physical certificate(s) pursuant to Section 2(b), then all deadlines in this Section 2(h) 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 change from the third (3rd) Business Day to the Issuer’s failure to timely deliver certificates representing shares of Common Stock upon exercise of this Warrant as required pursuant to the terms hereoffifth (5th) Business Day.

Buy-In. If Company fails to transmit to Warrant Holder a certificate or certificates representing the Warrant Securities by the Warrant Securities Delivery Date, then Warrant Holder will have the right to rescind such exercise. In addition to any other rights available to the Warrant Holder, if the Issuer Common Stock is then registered under the Exchange Act and Company fails to cause its transfer agent to transmit to the Warrant Holder a certificate one (1) or more certificates representing the Warrant Stock Securities pursuant to an exercise on or before the Warrant Securities Delivery Date, and if after such date the Warrant Holder is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Warrant Holder of the Warrant Stock Securities which the Warrant Holder in good faith anticipated receiving upon such exercise (a “Buy-In”), then the Issuer Company shall (1A) pay in cash to the Warrant Holder the amount by which (x1) the Warrant Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y2) the amount obtained by multiplying equal to (Ax) the number of shares of Warrant Stock Securities that the Issuer Company was required to deliver to the Holder in connection with the exercise at issue times, multiplied by (By) the price at which the sell order giving rise to such purchase obligation was executed, and (2B) at the option of the Warrant Holder, either reinstate the portion of the Warrant Warrants and equivalent number of shares of Warrant Stock Securities for which such exercise was not honored or deliver to the Warrant Holder the number of shares of Common Stock that would have been issued had the Issuer Company timely complied with its exercise and delivery obligations hereunder. For example, if the Warrant Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to as a result of an attempted exercise of shares of Common Stock Warrants with an aggregate sale price giving rise to such purchase obligation Aggregate Exercise Price of $10,00010,000 (in which exercise Company failed to deliver the Warrant Securities by the Warrant Securities Deliver Date), under clause (1) of the immediately preceding sentence the Issuer then Company shall be required to pay the Warrant Holder $1,000. The Warrant Holder shall provide the Issuer Company written notice indicating the amounts payable to the Warrant Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the IssuerCompany. Nothing herein shall limit a Warrant 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 IssuerCompany’s failure to timely deliver certificates representing shares of Common Stock upon exercise of this Warrant Warrants as required pursuant to the terms hereof.

Buy-In. In addition to any other rights available to the Holder, if the Issuer fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the Warrant Stock pursuant to an exercise on or before the Delivery Date (or, in the case of any exercise of this Warrant after the six month anniversary of the Original Issue Date, any such certificate representing Warrant Stock contains any legend restricting transfer (including any legend set forth in Section 2(g)(ii) above)), and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Stock which the Holder anticipated receiving upon such exercise (a “"Buy-In”"), then the Issuer shall (1) pay in cash to the Holder the amount by which (x) the Holder’s 's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of Warrant Warrant. Stock that the Issuer was required to deliver to the Holder in connection with the exercise at issue times, (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock for which such exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Issuer timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Issuer shall be required to pay the Holder $1,000. The Holder shall provide the Issuer written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Issuer. Nothing herein shall limit a Holder’s '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 Issuer’s 's failure to timely deliver certificates representing shares of Common Stock upon exercise of this Warrant as required pursuant to the terms hereof.

Buy-In. In Notwithstanding anything else to the contrary contained herein, in addition to any other rights available to the Holder, if following any valid exercise of this Warrant that is effected more than 90 days after the Issuer Issue Date, the Company fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the applicable Warrant Stock pursuant to an Shares purchased upon exercise hereof or credit the Holder's balance account with DTC, as applicable, on or before the end of the Delivery DatePeriod (other than a failure caused by any incorrect or incomplete information provided by Holder to the Company hereunder), and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) purchases shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Stock which Shares that the Holder anticipated receiving from the Company upon such exercise of this Warrant (a “"Buy-In”"), then the Issuer shall Company shall, within three Business Days after the Holder's request, (1) pay in cash to the Holder the amount by which (x) the Holder’s 's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of Warrant Stock Shares that the Issuer Company was required to deliver to the Holder in connection with the exercise at issue timesissue, by (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of shares of Warrant Stock Shares for which such exercise was not honored honored, or deliver to the Holder the number of shares of Common Stock Warrant Shares that would have been issued had the Issuer Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Issuer shall be required to pay the Holder $1,000. The Holder shall provide the Issuer Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the IssuerCompany. Nothing herein shall limit a the Holder’s '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 Issuer’s Company's failure to timely deliver certificates representing shares of Common Stock upon exercise of this the Warrant Shares as required pursuant to the terms hereof.

Buy-In. In addition If the Company fails to any other rights available deliver to the Holder, if Warrantholder the Issuer fails to cause its transfer agent to transmit to the Holder a applicable certificate or certificates representing or to effect delivery of the Warrant Stock Shares via DWAC, as applicable, by the Share Delivery Date pursuant to an exercise on Section 3(a) (other than a failure caused by incorrect or before incomplete information provided by the Delivery DateWarrantholder to the Company), and if after such date the Holder Share Delivery Date such Warrantholder is required by its broker brokerage firm to purchase (in an open market transaction or otherwise) ), or the Warrantholder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder such Warrantholder of the Warrant Stock Shares which such Warrantholder was entitled to receive upon the Holder anticipated receiving upon conversion relating to such exercise Share Delivery Date (a “Buy-In”), then the Issuer Company shall (1A) pay in cash to the Holder such Warrantholder (in addition to any other remedies available to or elected by such Warrantholder) the amount by which (x) the Holdersuch Warrantholder’s total purchase price (including any brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying product of (A1) the aggregate number of shares of Warrant Common Stock that such Warrantholder was entitled to receive from the Issuer was required to deliver to the Holder in connection with the exercise conversion at issue times, multiplied by (B2) the actual sale price at which the sell order giving rise to such purchase obligation was executed, executed (including any brokerage commissions) and (2B) at the option of the Holdersuch Warrantholder, either reinstate reissue (if surrendered) the portion of the Warrant and equivalent number of shares of Warrant Stock for which such exercise was not honored so exercised or deliver to the Holder such Warrantholder the number of shares of Common Stock Warrant Shares that would have been issued if the Company had the Issuer timely complied with its exercise and delivery obligations hereunderrequirements under Section 3(a). For example, if the Holder a Warrantholder purchases Common Stock common stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate respect to which the actual sale price (including any brokerage commissions) giving rise to such purchase obligation was a total of $10,000, 10,000 under clause (1A) of the immediately preceding sentence sentence, the Issuer Company shall be required to pay the Holder such Warrantholder $1,000. The Holder Warrantholder shall provide the Issuer Company written notice after the occurrence of a Buy-In, indicating the amounts payable to the Holder such Warrantholder in respect of the such Buy-In, In together with applicable confirmations and other evidence reasonably requested by the IssuerCompany. Nothing herein shall limit a HolderWarrantholder’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 IssuerCompany’s failure to timely deliver certificates representing shares of Common Stock upon exercise of this Warrant as required pursuant to the terms hereof; provided, however, that the Warrantholder shall not be entitled to both (i) require the reissuance of the portion of the Warrant that was attempted to be exercised for which such exercise was not timely honored, and (ii) receive the number of Warrant Shares that would have been issued if the Company had timely complied with its delivery requirements under Section 3(a).