Common use of Buy-In Clause in Contracts

Buy-In. In addition to any other rights available to Subscriber, if the Company fails to deliver to a Subscriber Unlegended Shares as required pursuant to this Agreement and after the Unlegended Shares Delivery Date the Subscriber, or a broker on the Subscriber’s behalf, purchases (in an open market transaction or otherwise) shares of common stock to deliver in satisfaction of a sale by such Subscriber of the shares of Common Stock which the Subscriber was entitled to receive from the Company (a “Buy-In”), then the Company shall promptly pay in cash to the Subscriber (in addition to any remedies available to or elected by the Subscriber) the amount by which (A) the Subscriber’s total purchase price (including brokerage commissions, if any) for the shares of common stock so purchased exceeds (B) the aggregate purchase price of the shares of Common Stock delivered to the Company for reissuance as Unlegended Shares together with interest thereon at a rate of 15% per annum accruing until such amount and any accrued interest thereon is paid in full (which amount shall be paid as liquidated damages and not as a penalty). For example, if a Subscriber purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to $10,000 of purchase price of shares of Common Stock delivered to the Company for reissuance as Unlegended Shares, the Company shall be required to pay the Subscriber $1,000, plus interest. The Subscriber shall provide the Company written notice indicating the amounts payable to the Subscriber in respect of the Buy-In.

Buy-In. In addition to any other rights available to the Subscriber, but without any duplicative recovery by the Subscriber, if the Company fails to deliver to a the Subscriber Unlegended the Conversion Shares as required pursuant to issuable upon conversion of this Agreement Note by the Delivery Date and if after five (5) business days after the Unlegended Shares Delivery Date the Subscriber, or a broker on the Subscriber’s behalf, Subscriber purchases (in an open market transaction or otherwise) shares of common stock Common Stock to deliver in satisfaction of a sale by such Subscriber of the shares of Common Stock which the Subscriber was entitled to receive from the Company upon such conversion (a “Buy-In”), then the Company shall promptly pay in cash to the Subscriber (in addition to any remedies available to or elected by the Subscriber) the amount by which (A) the Subscriber’s 's total purchase price (including brokerage commissions, if any) for the shares of common stock Common Stock so purchased exceeds (B) the aggregate purchase price principal and/or interest amount of the shares of Common Stock delivered to the Company Note for reissuance as Unlegended Shares which such conversion was not timely honored, together with interest thereon at a rate of 15% per annum annum, accruing until such amount and any accrued interest thereon is paid in full (which amount shall be paid as liquidated damages and not as a penalty). For example, if a the Subscriber purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of $10,000 of purchase price of shares of Common Stock delivered to the Company for reissuance as Unlegended Sharesnote principal and/or interest, the Company shall be required to pay the Subscriber $1,000, plus interest. The Subscriber shall provide the Company written notice indicating the amounts payable to the Subscriber in respect of the Buy-In.

Buy-In. In addition to any other rights available to Subscriberthe Holder, if the Company fails to deliver to a Subscriber Unlegended Holder the Warrant Shares as required pursuant to this Agreement and Warrant, within seven (7) business days after the Unlegended Shares Warrant Share Delivery Date and the Subscriber, Holder or a broker on the SubscriberHolder’s behalf, purchases (in an open market transaction or otherwise) shares of common stock to deliver in satisfaction of a sale by such Subscriber Holder of the shares of Common Stock Warrant Shares which the Subscriber Holder was entitled to receive from the Company (a “"Buy-In”"), then the Company shall promptly pay in cash to the Subscriber Holder (in addition to any remedies available to or elected by the SubscriberHolder) the amount by which (A) the Subscriber’s Holder's total purchase price (including brokerage commissions, if any) for the shares of common stock so purchased exceeds (B) the aggregate purchase price Purchase Price of the shares of Common Stock Warrant Shares required to have been delivered to the Company for reissuance as Unlegended Shares together with interest thereon at a rate of 15% per annum annum, accruing until such amount and any accrued interest thereon is paid in full (which amount shall be paid as liquidated damages and not as a penalty). For example, if a Subscriber Holder purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to $10,000 of purchase price Purchase Price of shares Warrant Shares to have been received upon exercise of Common Stock delivered to the Company for reissuance as Unlegended Sharesthis Warrant, the Company shall be required to pay the Subscriber Holder $1,000, plus interest. The Subscriber Holder shall provide the Company written notice indicating the amounts payable to the Subscriber Holder in respect of the Buy-In.

Buy-In. In addition to any other rights available to the Subscriber, but without any duplicative recovery by the Subscriber, if the Company fails to deliver to a the Subscriber Unlegended the Conversion Shares as required pursuant to issuable upon conversion of this Agreement Note by the Delivery Date and if after five (5) business days after the Unlegended Shares Delivery Date the Subscriber, or a broker on the Subscriber’s behalf, Subscriber purchases (in an open market transaction or otherwise) shares of common stock Common Stock to deliver in satisfaction of a sale by such Subscriber of the shares of Common Stock which the Subscriber was entitled to receive from the Company upon such conversion (a “Buy-In”), then the Company shall promptly pay in cash to the Subscriber (in addition to any remedies available to or elected by the Subscriber) the amount by which (A) the Subscriber’s total purchase price (including brokerage commissions, if any) for the shares of common stock Common Stock so purchased exceeds (B) the aggregate purchase price principal and/or interest amount of the shares of Common Stock delivered to the Company Note for reissuance as Unlegended Shares which such conversion was not timely honored, together with interest thereon at a rate of 15% per annum annum, accruing until such amount and any accrued interest thereon is paid in full (which amount shall be paid as liquidated damages and not as a penalty). For example, if a the Subscriber purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of $10,000 of purchase price of shares of Common Stock delivered to the Company for reissuance as Unlegended Sharesnote principal and/or interest, the Company shall be required to pay the Subscriber $1,000, plus interest. The Subscriber shall provide the Company written notice indicating the amounts payable to the Subscriber in respect of the Buy-In.

Buy-In. In addition to any other rights available to Subscriber, if the Company fails to deliver to a Subscriber Unlegended Shares as required pursuant to this Agreement and after the Unlegended Shares Delivery Date the Subscriber, or a broker on the Subscriber’s behalf, purchases (in an open market transaction or otherwise) shares of common stock to deliver in satisfaction of a sale by such Subscriber of the shares of Common Stock which the Subscriber was entitled to receive from the Company (a “"Buy-In”"), then the Company shall promptly pay in cash to the Subscriber (in addition to any remedies available to or elected by the Subscriber) the amount by which (A) the Subscriber’s 's total purchase price (including brokerage commissions, if any) for the shares of common stock so purchased exceeds (B) the aggregate purchase price of the shares of Common Stock delivered to the Company for reissuance as Unlegended Shares together with interest thereon at a rate of 15% per annum accruing until such amount and any accrued interest thereon is paid in full (which amount shall be paid as liquidated damages and not as a penalty). For example, if a Subscriber purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to $10,000 of purchase price of shares of Common Stock delivered to the Company for reissuance as Unlegended Shares, the Company shall be required to pay the Subscriber $1,000, plus interest. The Subscriber shall provide the Company written notice indicating the amounts payable to the Subscriber in respect of the Buy-In.

Buy-In. In addition to any other rights available to Subscriber, if the Company fails to deliver to a Subscriber Unlegended Shares as required pursuant to this Agreement and after the Unlegended Shares Delivery Date the Subscriber, or a broker on the Subscriber’s behalf, purchases (in an open market transaction or otherwise) shares of common stock to deliver in satisfaction of a sale by such Subscriber of the shares of Common Stock which the Subscriber was entitled to receive from the Company (a “Buy-In”), then the Company shall promptly pay in cash to the Subscriber (in addition to any remedies available to or elected by the Subscriber) the amount by which (A) the Subscriber’s total purchase price (including brokerage commissions, if any) for the shares of common stock so purchased exceeds (B) the aggregate purchase price of the shares of Common Stock delivered to the Company for reissuance as Unlegended Shares together with interest thereon at a rate of 15% per annum accruing until such amount and any accrued interest thereon is paid in full (which amount shall be paid as liquidated damages and not as a penalty). For example, if a Subscriber purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to $10,000 of purchase price of shares of Common Stock delivered to the Company for reissuance as Unlegended Shares, the Company shall be required to pay the Subscriber $1,000, plus interest. The Subscriber shall provide the Company written notice indicating the amounts payable to the Subscriber in respect of the Buy-In.

Buy-In. In addition to any other rights available to the Subscriber, but without any duplicative recovery by the Subscriber, if the Company fails to deliver to a the Subscriber Unlegended the Conversion Shares as required pursuant to issuable upon conversion of this Agreement Note by the Delivery Date and if after five (5) business days after the Unlegended Shares Delivery Date the Subscriber, or a broker on the Subscriber’s behalf, Subscriber purchases (in an open market transaction or otherwise) shares of common stock Common Stock to deliver in satisfaction of a sale by such Subscriber of the shares of Common Stock which the Subscriber was entitled to receive from the Company upon such conversion (a “"Buy-In”"), then the Company shall promptly pay in cash to the Subscriber (in addition to any remedies available to or elected by the Subscriber) the amount by which (A) the Subscriber’s 's total purchase price (including brokerage commissions, if any) for the shares of common stock Common Stock so purchased exceeds (B) the aggregate purchase price principal and/or interest amount of the shares of Common Stock delivered to the Company Note for reissuance as Unlegended Shares which such conversion was not timely honored, together with interest thereon at a rate of 15% per annum annum, accruing until such amount and any accrued interest thereon is paid in full (which amount shall be paid as liquidated damages and not as a penalty). For example, if a the Subscriber purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of $10,000 of purchase price of shares of Common Stock delivered to the Company for reissuance as Unlegended Sharesnote principal and/or interest, the Company shall be required to pay the Subscriber $1,000, plus interest. The Subscriber shall provide the Company written notice indicating the amounts payable to the Subscriber in respect of the Buy-In.

Buy-In. In addition to any other rights available to SubscriberSubscribers, if the Company fails to deliver to a Subscriber Unlegended Shares as required pursuant to this Agreement and after the Unlegended Shares Delivery Date the Subscriber, or a broker on the Subscriber’s behalf, purchases (in an open market transaction or otherwise) shares of common stock to deliver in satisfaction of a sale by such Subscriber of the shares of Common Stock which the Subscriber was entitled to receive from the Company (a “Buy-In”), then the Company shall promptly pay in cash to the Subscriber (in addition to any remedies available to or elected by the Subscriber) the amount by which (A) the Subscriber’s total purchase price (including brokerage commissions, if any) for the shares of common stock so purchased exceeds (B) the aggregate purchase price of the shares of Common Stock delivered to the Company for reissuance as Unlegended Shares together with interest thereon at a rate of 15% per annum accruing until such amount and any accrued interest thereon is paid in full (which amount shall be paid as liquidated damages and not as a penalty). For example, if a Subscriber Subscriber’s purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to $10,000 of purchase price of shares of Common Stock delivered to the Company for reissuance as Unlegended Shares, the Company shall be required to pay the Subscriber $1,000, plus interest. The Subscriber shall provide the Company written notice indicating the amounts payable to the Subscriber in respect of the Buy-In.

Buy-In. In addition to any other rights available to the Subscriber, but without any duplicative recovery by the Subscriber, if the Company fails to deliver to a the Subscriber Unlegended the Conversion Shares as required pursuant to issuable upon conversion of this Agreement Note by the Delivery Date and if after five (5) business days after the Unlegended Shares Delivery Date the Subscriber, or a broker on the Subscriber’s behalf, Subscriber purchases (in an open market transaction or otherwise) shares of common stock Common Stock to deliver in satisfaction of a sale by such Subscriber of the shares of Common Stock which the Subscriber was entitled to receive from the Company upon such conversion (a “Buy-In”), then the Company shall promptly pay in cash to the Subscriber (in addition to any remedies available to or elected by the Subscriber) the amount by which (A) the Subscriber’s 's total purchase price (including brokerage commissions, if any) for the shares of common stock Common Stock so purchased exceeds (B) the aggregate purchase price principal and/or interest amount of the shares of Common Stock delivered to the Company Note for reissuance as Unlegended Shares which such conversion was not timely honored, together with interest thereon at a rate of 1520% per annum annum, accruing until such amount and any accrued interest thereon is paid in full (which amount shall be paid as liquidated damages and not as a penalty). For example, if a the Subscriber purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of $10,000 of purchase price of shares of Common Stock delivered to the Company for reissuance as Unlegended Sharesnote principal and/or interest, the Company shall be required to pay the Subscriber $1,000, plus interest. The Subscriber shall provide the Company written notice indicating the amounts payable to the Subscriber in respect of the Buy-In.

Buy-In. In addition to any other rights available to Subscriberthe Holder, but without any duplicative recovery by the Holder, if the Company fails to deliver to a Subscriber Unlegended the Holder the Conversion Shares as required pursuant to issuable upon conversion of this Agreement Debenture by the Delivery Date and if after five (5) business days after the Unlegended Shares Delivery Date the Subscriber, or a broker on the Subscriber’s behalf, Holder purchases (in an open market transaction or otherwise) shares of common stock Common Stock to deliver in satisfaction of a sale by such Subscriber Holder of the shares of Common Stock which the Subscriber Holder was entitled to receive from the Company upon such conversion (a “Buy-In”), then the Company shall promptly pay in cash to the Subscriber Holder (in addition to any remedies available to or elected by the SubscriberHolder) the amount by which (A) the Subscriber’s Holder's total purchase price (including brokerage commissions, if any) for the shares of common stock Common Stock so purchased exceeds (B) the aggregate purchase price principal and/or interest amount of the shares of Common Stock delivered to the Company Debenture for reissuance as Unlegended Shares which such conversion was not timely honored, together with interest thereon at a rate of 15% per annum annum, accruing until such amount and any accrued interest thereon is paid in full (which amount shall be paid as liquidated damages and not as a penalty). For example, if a Subscriber 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 conversion of $10,000 of purchase price of shares of Common Stock delivered to the Company for reissuance as Unlegended SharesDebenture principal and/or interest, the Company shall be required to pay the Subscriber Holder $1,000, plus interest. The Subscriber Holder shall provide the Company written notice indicating the amounts payable to the Subscriber Holder in respect of the Buy-In.

Buy-In. In addition to any other rights available to SubscriberPurchaser, if the Company fails to deliver to a Subscriber Unlegended Shares to the Purchaser as required pursuant to this Agreement and after the Unlegended Shares Delivery Legend Removal Date the SubscriberPurchaser, or a broker on the SubscriberPurchaser’s behalf, purchases (in an open market transaction or otherwise) shares of common stock Common Stock to deliver in satisfaction of a sale by such Subscriber the Purchaser of the shares of Common Stock which the Subscriber Purchaser was entitled to receive in unlegended form from the Company (a “Buy-In”), then the Company shall promptly pay in cash to the Subscriber Purchaser (in addition to any remedies available to or elected by the SubscriberPurchaser) the amount amount, if any, by which (A) the SubscriberPurchaser’s total purchase price (including brokerage commissions, if any) for the shares of common stock Common Stock so purchased exceeds (B) the aggregate purchase price of the shares of Common Stock delivered to the Company for reissuance as Unlegended Shares together with interest thereon at a rate of 15% per annum accruing until such amount and any accrued interest thereon is paid in full (which amount shall be paid as liquidated damages and not as a penalty). For example, if a Subscriber the Purchaser purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to $10,000 of purchase price of shares of Common Stock Shares delivered to the Company for reissuance as Unlegended Shares, the Company shall be required to pay the Subscriber Purchaser $1,000, plus interest, if any. The Subscriber Purchaser shall provide the Company written notice indicating the amounts payable to the Subscriber Purchaser in respect of the Buy-In.

Buy-In. In addition to any other rights available to the Subscriber, but without any duplicative recovery by the Subscriber, if the Company fails to deliver to a the Subscriber Unlegended the Conversion Shares as required pursuant to issuable upon conversion of this Agreement Note by the Delivery Date and if after five (5) business days after the Unlegended Shares Delivery Date the Subscriber, or a broker on the Subscriber’s behalf, Subscriber purchases (in an open market transaction or otherwise) shares of common stock Common Stock to deliver in satisfaction of a sale by such Subscriber of the shares of Common Stock which the Subscriber was entitled to receive from the Company upon such conversion (a “"Buy-In”"), then the Company shall promptly pay in cash to the Subscriber (in addition to any remedies available to or elected by the Subscriber) the amount by which (A) the Subscriber’s 's total purchase price (including brokerage commissions, if any) for the shares of common stock Common Stock so purchased exceeds (B) the aggregate purchase price principal and/or interest amount of the shares of Common Stock delivered to the Company Note for reissuance as Unlegended Shares which such conversion was not timely honored, together with interest thereon at a rate of 1518% per annum annum, accruing until such amount and any accrued interest thereon is paid in full (which amount shall be paid as liquidated damages and not as a penalty). For example, if a the Subscriber purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of $10,000 of purchase price of shares of Common Stock delivered to the Company for reissuance as Unlegended Sharesnote principal and/or interest, the Company shall be required to pay the Subscriber $1,000, plus interest. The Subscriber shall provide the Company written notice indicating the amounts payable to the Subscriber in respect of the Buy-In.

Buy-In. In addition to any other rights available to Subscriberthe Holder, if the Company fails to deliver to a Subscriber Unlegended Holder the Warrant Shares as required pursuant to this Agreement and Warrant, within seven (7) business days after the Unlegended Shares Warrant Share Delivery Date and the Subscriber, Holder or a broker on the SubscriberHolder’s behalf, purchases (in an open market transaction or otherwise) shares of common stock to deliver in satisfaction of a sale by such Subscriber Holder of the shares of Common Stock Warrant Shares which the Subscriber Holder was entitled to receive from the Company (a “Buy-In”), then the Company shall promptly pay in cash to the Subscriber Holder (in addition to any remedies available to or elected by the SubscriberHolder) the amount by which (A) the SubscriberHolder’s total purchase price (including brokerage commissions, if any) for the shares of common stock so purchased exceeds (B) the aggregate purchase price Exercise Price of the shares of Common Stock Warrant Shares required to have been delivered to the Company for reissuance as Unlegended Shares together with interest thereon at a rate of fifteen percent (15% %) per annum annum, accruing until such amount and any accrued interest thereon is paid in full (which amount shall be paid as liquidated damages and not as a penalty). For example, if a Subscriber Holder purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to $10,000 of purchase price Exercise Price of shares Warrant Shares to have been received upon exercise of Common Stock delivered to the Company for reissuance as Unlegended Sharesthis Warrant, the Company shall be required to pay the Subscriber Holder $1,000, plus interest. The Subscriber Holder shall provide the Company written notice indicating the amounts payable to the Subscriber Holder in respect of the Buy-In.

Buy-In. In addition to any other rights available to Subscriberthe Holder, but without any duplicative recovery by the Holder, if the Company fails to deliver to a Subscriber Unlegended the Holder the Conversion Shares as required pursuant to issuable upon conversion of this Agreement Debenture by the Delivery Date and if after five (5) business days after the Unlegended Shares Delivery Date the Subscriber, or a broker on the Subscriber’s behalf, Holder purchases (in an open market transaction or otherwise) shares of common stock Common Stock to deliver in satisfaction of a sale by such Subscriber Holder of the shares of Common Stock which the Subscriber Holder was entitled to receive from the Company upon such conversion (a “Buy-In”), then the Company shall promptly pay in cash to the Subscriber Holder (in addition to any remedies available to or elected by the SubscriberHolder) the amount by which (A) the Subscriber’s Holder's total purchase price (including brokerage commissions, if any) for the shares of common stock Common Stock so purchased exceeds (B) the aggregate purchase price principal and/or interest amount of the shares of Common Stock delivered to the Company Debenture for reissuance as Unlegended Shares which such conversion was not timely honored, together with interest thereon at a rate of 15% per annum annum, accruing until such amount and any accrued interest thereon is paid in full (which amount shall be paid as liquidated damages and not as a penalty). For example, if a Subscriber 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 conversion of $10,000 of purchase price of shares of Common Stock delivered to the Company for reissuance as Unlegended Sharesnote principal and/or interest, the Company shall be required to pay the Subscriber Holder $1,000, plus interest. The Subscriber Holder shall provide the Company written notice indicating the amounts payable to the Subscriber Holder in respect of the Buy-In.

Buy-In. In addition to any other rights available to a Subscriber, ------ if the Company fails to deliver to such Subscriber such shares issuable upon conversion of a Subscriber Unlegended Shares as required pursuant to this Agreement Note by the Delivery Date and if after seven (7) business days after the Unlegended Shares Delivery Date the Subscriber, such Subscriber or a broker on the such Subscriber’s 's behalf, purchases (in an open market transaction or otherwise) shares of common stock Common Stock to deliver in satisfaction of a sale by such Subscriber of the shares of Common Stock which the such Subscriber was entitled to receive from the Company upon such conversion (a “"Buy-In”"), then the Company shall promptly pay in cash to the such Subscriber (in addition to any remedies available to or elected by the such Subscriber) the amount by which (A) the such Subscriber’s 's total purchase price (including brokerage commissions, if any) for the shares of common stock Common Stock so purchased exceeds (B) the aggregate purchase price principal and/or interest amount of the shares of Common Stock delivered to the Company Note for reissuance as Unlegended Shares which such conversion was not timely honored, together with interest thereon at a rate of 15% per annum annum, accruing until such amount and any accrued interest thereon is paid in full (which amount shall be paid as liquidated damages and not as a penalty). For example, if a such Subscriber purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of $10,000 of purchase price of shares of Common Stock delivered to the Company for reissuance as Unlegended Sharesnote principal and/or interest, the Company shall be required to pay the to such Subscriber $1,000, plus interest. The Subscriber shall provide the Company written notice indicating the amounts payable to the such Subscriber in respect of the Buy-In.

Buy-In. In addition to any other rights available to the Subscriber, if the Company fails to deliver to the Subscriber such shares issuable upon conversion of a Subscriber Unlegended Shares as required pursuant to this Agreement Note by the Delivery Date and if after six (6) business days after the Unlegended Shares Delivery Date the Subscriber, Subscriber or a broker on the Subscriber’s behalf, purchases (in an open market transaction or otherwise) shares of common stock Common Stock to deliver in satisfaction of a sale by such Subscriber of the particular shares of Common Stock which the Subscriber was entitled to receive from the Company upon such conversion (a “Buy-In”), then the Company shall promptly pay in cash to the Subscriber (in addition to any remedies available to or elected by the Subscriber) the amount by which (A) the Subscriber’s total purchase price (including brokerage commissions, if any) for the shares of common stock Common Stock so purchased exceeds (B) the aggregate purchase price principal and/or interest amount of the shares of Common Stock delivered to the Company Note for reissuance as Unlegended Shares which such conversion was not timely honored, together with interest thereon at a rate of 1510% per annum annum, accruing until such amount and any accrued interest thereon is paid in full (which amount shall be paid as liquidated damages and not as a penalty). For example, if a the Subscriber purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of $10,000 of purchase price of shares of Common Stock delivered to the Company for reissuance as Unlegended Sharesnote principal and/or interest, the Company shall be required to pay the Subscriber $1,000, plus interest. The Subscriber shall provide the Company written notice indicating the amounts payable to the Subscriber in respect of the Buy-In.

Buy-In. In addition to any other rights available to Subscriberthe Purchaser, if after receipt of a valid Notice of Conversion, the Company fails to deliver to a Subscriber Unlegended the Purchaser Conversion Shares as required pursuant to this Agreement and after within 5 business days of the Unlegended Shares Delivery Date and if after giving written notice to the Subscriber, or a broker on Company the Subscriber’s behalf, Purchaser purchases (in an open market transaction or otherwise) shares of common stock Common Stock to deliver in satisfaction of a sale by such Subscriber Purchaser of the shares of Common Stock which the Subscriber was entitled to receive from the Company Purchaser anticipated receiving upon such conversion (a “"Buy-In”"), then the Company shall promptly pay in cash to the Subscriber Purchaser (in addition to any remedies available to or elected by the Subscribersuch Purchaser) the amount by which (A) the Subscriber’s Purchaser's total purchase price (including brokerage commissions, if any) for the shares of common stock Common Stock so purchased exceeds (B) the aggregate purchase price principal and/or interest amount of the shares of Common Stock delivered to the Company Note, for reissuance as Unlegended Shares which such conversion was not timely honored, together with interest thereon at a rate of 15% per annum annum, accruing until such amount and any accrued interest thereon is paid in full (which amount shall be paid as liquidated damages and not as a penalty). For example, if a Subscriber the Purchaser purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of $10,000 of purchase price of shares of Common Stock delivered to the Company for reissuance as Unlegended SharesNote principal and/or interest, the Company shall be required to pay the Subscriber Purchaser $1,000, plus interest. The Subscriber Purchaser shall provide the Company written notice indicating the amounts payable to the Subscriber Purchaser in respect of the Buy-In.

Buy-In. In addition to any other rights available to Subscriber, if the Company fails to deliver to a Subscriber Unlegended Shares as required pursuant to this Agreement and after the Unlegended Shares Delivery Date the Subscriber, or a broker on the Subscriber’s behalf, purchases (in an open market transaction or otherwise) shares of common stock to deliver in satisfaction of a sale by such Subscriber of the shares of Common Stock which the Subscriber was entitled to receive from the Company (a “Buy-In”), then the Company shall promptly pay in cash to the Subscriber (in addition to any remedies available to or elected by the Subscriber) the amount by which (A) the Subscriber’s total purchase price (including brokerage commissions, if any) for the shares of common stock so purchased exceeds (B) the aggregate purchase price of the shares of Common Stock delivered to the Company for reissuance as Unlegended Shares Shares, together with interest thereon at a rate of 15% per annum accruing until such amount and any accrued interest thereon is paid in full (which amount shall be paid as liquidated damages and not as a penalty). For example, if a Subscriber purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to $10,000 of purchase price of shares of Common Stock delivered to the Company for reissuance as Unlegended Shares, the Company shall be required to pay the Subscriber $1,000, plus interest. The Subscriber shall provide the Company written notice indicating the amounts payable to the Subscriber in respect of the Buy-In.

Buy-In. In addition to any other rights available to a Subscriber, if the Company fails to deliver to a Subscriber Unlegended Shares as required pursuant to this Agreement such shares issuable upon conversion of a Note by the Delivery Date and if after three (3) business days after the Unlegended Shares Delivery Date the Subscriber, such Subscriber or a broker on the such Subscriber’s behalf, behalf purchases (in an open market transaction or otherwise) shares of common stock Common Stock to deliver in satisfaction of a sale by such Subscriber of the shares of Common Stock which the such Subscriber was entitled to receive from the Company upon such conversion (a “"Buy-In”"), then the Company shall promptly pay in cash to the such Subscriber (in addition to any remedies available to or elected by the Subscriber) the amount by which (A) the such Subscriber’s 's total purchase price (including brokerage commissions, if any) for the shares of common stock Common Stock so purchased exceeds (B) the aggregate purchase price principal and/or interest amount of the shares of Common Stock delivered to the Company Note for reissuance as Unlegended Shares which such conversion was not timely honored together with interest thereon at a rate of 15% per annum annum, or the maximum amount legally allowed under the jurisdiction in which the subscriber resides, accruing until such amount and any accrued interest thereon is paid in full (which amount shall be paid as liquidated damages and not as a penalty). For example, if a Subscriber purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of $10,000 of purchase price of shares of Common Stock delivered to the Company for reissuance as Unlegended Sharesnote principal and/or interest, the Company shall be required to pay the such Subscriber $1,000, 1,000 plus interest. The Such Subscriber shall provide the Company written notice and evidence indicating the amounts payable to the such Subscriber in respect of the Buy-In.

Buy-In. In addition to any other rights available to a Subscriber, if the Company fails to deliver to a Subscriber Unlegended Shares as required pursuant to this Agreement such shares issuable upon conversion of a Note by the Delivery Date and if after seven (7) business days after the Unlegended Shares Delivery Date the Subscriber, such Subscriber or a broker on the such Subscriber’s behalf, behalf purchases (in an open market transaction or otherwise) shares of common stock Common Stock to deliver in satisfaction of a sale by such Subscriber of the shares of Common Stock which the such Subscriber was entitled to receive from the Company upon such conversion (a “Buy-In”), then the Company shall promptly pay in cash to the such Subscriber (in addition to any remedies available to or elected by the Subscriber) the amount by which (A) the such Subscriber’s total purchase price (including brokerage commissions, if any) for the shares of common stock Common Stock so purchased exceeds (B) the aggregate purchase price principal and/or interest amount of the shares of Common Stock delivered to the Company Note for reissuance as Unlegended Shares which such conversion was not timely honored together with interest thereon at a rate of 15% per annum annum, or the maximum amount legally allowed under the jurisdiction in which the subscriber resides, accruing until such amount and any accrued interest thereon is paid in full (which amount shall be paid as liquidated damages and not as a penalty). For example, if a Subscriber purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of $10,000 of purchase price of shares of Common Stock delivered to the Company for reissuance as Unlegended Sharesnote principal and/or interest, the Company shall be required to pay the such Subscriber $1,000, 1,000 plus interest. The Such Subscriber shall provide the Company written notice and evidence indicating the amounts payable to the such Subscriber in respect of the Buy-In.

Buy-In. In addition to any other rights available to SubscriberPurchaser, if the Company fails to deliver to a Subscriber Purchaser Unlegended Shares as required pursuant to this Agreement and after the Unlegended Shares Delivery Legend Removal Date the SubscriberPurchaser, or a broker on the SubscriberPurchaser’s behalf, purchases (in an open market transaction or otherwise) shares of common stock Common Stock to deliver in satisfaction of a sale by such Subscriber Purchaser of the shares of Common Stock which the Subscriber Purchaser was entitled to receive in unlegended form from the Company (a “Buy-In”), then the Company shall promptly pay in cash to the Subscriber Purchaser (in addition to any remedies available to or elected by the SubscriberPurchaser) the amount amount, if any, by which (A) the SubscriberPurchaser’s total purchase price (including brokerage commissions, if any) for the shares of common stock Common Stock so purchased exceeds (B) the aggregate purchase price an imputed value of the shares of Common Stock delivered to the Company for reissuance as Unlegended Shares $0.25 per Underlying Share together with interest thereon at a rate of 15% per annum accruing until such amount and any accrued interest thereon is paid in full (which amount shall be paid as liquidated damages and not as a penalty). For example, if a Subscriber Purchaser purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to $10,000 of purchase price of shares of Common Stock Shares delivered to the Company for reissuance as Unlegended Shares, the Company shall be required to pay the Subscriber Purchaser $1,000, plus interest, if any. The Subscriber Purchaser shall provide the Company written notice indicating the amounts payable to the Subscriber Purchaser in respect of the Buy-In.

Buy-In. In addition to any other rights available to the Subscriber, if the Company fails to deliver to the Subscriber such shares issuable upon conversion of a Subscriber Unlegended Shares as required pursuant to this Agreement Note by the Delivery Date and if after six (6) business days after the Unlegended Shares Delivery Date the Subscriber, Subscriber or a broker on the Subscriber’s 's behalf, purchases (in an open market transaction or otherwise) shares of common stock Common Stock to deliver in satisfaction of a sale by such Subscriber of the particular shares of Common Stock which the Subscriber was entitled to receive from the Company upon such conversion (a “"Buy-In”"), then the Company shall promptly pay in cash to the Subscriber (in addition to any remedies available to or elected by the Subscriber) the amount by which (A) the Subscriber’s 's total purchase price (including brokerage commissions, if any) for the shares of common stock Common Stock so purchased exceeds (B) the aggregate purchase price principal and/or interest amount of the shares of Common Stock delivered to the Company Note for reissuance as Unlegended Shares which such conversion was not timely honored, together with interest thereon at a rate of 1510% per annum annum, accruing until such amount and any accrued interest thereon is paid in full (which amount shall be paid as liquidated damages and not as a penalty). For example, if a the Subscriber purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of $10,000 of purchase price of shares of Common Stock delivered to the Company for reissuance as Unlegended Sharesnote principal and/or interest, the Company shall be required to pay the Subscriber $1,000, plus interest. The Subscriber shall provide the Company written notice indicating the amounts payable to the Subscriber in respect of the Buy-In.

Buy-In. In addition to any other rights available to the Subscriber, if the Company fails to deliver to a the Subscriber Unlegended the Conversion Shares as required pursuant to this Agreement issuable upon conversion of the Shares by the delivery date set forth in the Series A-1 Certificate of Designations and if after seven (7) business days after such delivery date the Unlegended Shares Delivery Date the Subscriber, or a broker on the Subscriber’s behalf, Subscriber purchases (in an open market transaction or otherwise) shares of common stock to deliver in satisfaction of a sale by such Subscriber of the shares of Common Stock common stock which the Subscriber was entitled to receive from the Company upon such conversion (a “Buy-In”), then the Company shall promptly pay in cash to the Subscriber (in addition to any remedies available to or elected by the Subscriber) the amount by which (A) the Subscriber’s total purchase price (including brokerage commissions, if any) for the shares of common stock so purchased exceeds (B) the aggregate purchase price amount of the shares of Common Stock delivered to the Company Shares for reissuance as Unlegended Shares which such conversion was not timely honored, together with interest thereon at a rate of 15% per annum annum, accruing until such amount and any accrued interest thereon is paid in full (which amount shall be paid as liquidated damages and not as a penalty). For example, if a the Subscriber purchases shares of Common Stock common stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of $10,000 of in purchase price of shares of Common Stock delivered to the Company for reissuance as Unlegended Shares, the Company shall be required to pay the Subscriber $1,000, plus interest. The Subscriber shall provide the Company written notice indicating the amounts payable to the Subscriber in respect of the Buy-In.

Buy-In. In addition to any other rights available to Subscribera Purchaser, if the Company fails to deliver Unlegended Shares to a Subscriber Unlegended Shares Purchaser as required pursuant to this Agreement and after the Unlegended Shares Delivery Legend Removal Date the Subscribersuch Purchaser, or a broker on the Subscribersuch Purchaser’s behalf, purchases (in an open market transaction or otherwise) shares of common stock Common Stock to deliver in satisfaction of a sale by such Subscriber Purchaser of the shares of Common Stock which the Subscriber such Purchaser was entitled to receive in unlegended form from the Company (a “Buy-In”), then the Company shall promptly pay in cash to the Subscriber such Purchaser (in addition to any remedies available to or elected by the Subscribersuch Purchaser) the amount amount, if any, by which (A) the Subscribersuch Purchaser’s total purchase price (including brokerage commissions, if any) for the shares of common stock Common Stock so purchased exceeds (B) the aggregate purchase price of the shares of Common Stock delivered to the Company for reissuance as Unlegended Shares together with interest thereon at a rate of 15% per annum accruing until such amount and any accrued interest thereon is paid in full (which amount shall be paid as liquidated damages and not as a penalty). For example, if a Subscriber Purchaser purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to $10,000 of purchase price of shares of Common Stock Shares delivered to the Company for reissuance as Unlegended Shares, the Company shall be required to pay the Subscriber such Purchaser $1,000, plus interest, if any. The Subscriber A Purchaser shall provide the Company written notice indicating the amounts payable to the Subscriber such Purchaser in respect of the Buy-In.

Buy-In. In addition to any other rights available to Subscriberthe Holder, if the Company fails to deliver to a Subscriber Unlegended Holder the Warrant Shares as required pursuant to this Agreement and Warrant, within seven (7) business days after the Unlegended Shares Warrant Share Delivery Date and the Subscriber, Holder or a broker on the Subscriber’s Holder's behalf, purchases (in an open market transaction or otherwise) shares of common stock to deliver in satisfaction of a sale by such Subscriber Holder of the shares of Common Stock Warrant Shares which the Subscriber Holder was entitled to receive from the Company (a “Buy"BUY-In”IN"), then the Company shall promptly pay in cash to the Subscriber Holder (in addition to any remedies available to or elected by the SubscriberHolder) on demand, the amount by which (A) the Subscriber’s Holder's total purchase price (including brokerage commissions, if any) for the shares of common stock so purchased exceeds (B) the aggregate purchase price Purchase Price of the shares of Common Stock Warrant Shares required to have been delivered to the Company for reissuance as Unlegended Shares together with interest thereon at a rate of 15% per annum annum, accruing until such amount and any accrued interest thereon is paid in full (which amount shall be paid as liquidated damages and not as a penalty). For example, if a Subscriber Holder purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to $10,000 of purchase price Purchase Price of shares Warrant Shares to have been received upon exercise of Common Stock delivered to the Company for reissuance as Unlegended Sharesthis Warrant, the Company shall be required to pay the Subscriber Holder $1,000, plus interest. The Subscriber Holder shall provide the Company written notice indicating the amounts payable to the Subscriber Holder in respect of the Buy-In.