Common use of Buy-In Clause in Contracts

Buy-In. In addition to any other rights available to the Buyer, if the Company fails to deliver to the Buyer such Common Stock issuable upon conversion of a Debenture or exercise of a Warrant by the Delivery Date and if ten (10) days after the Delivery Date the Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Buyer of the Common Stock which the Buyer anticipated receiving upon such conversion (a "Buy-In"), then the Company shall pay in cash to the Buyer (in addition to any remedies available to or elected by the Buyer) the amount by which (A) the Buyer's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (B) the aggregate principal and/or interest amount of the Debenture or Warrant for which such conversion or exercise was not timely honored, 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 the Buyer 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 Debenture or Warrant principal and/or interest, the Company shall be required to pay the Buyer $1,000, plus interest. The Buyer shall provide the Company written notice indicating the amounts payable to the Buyer in respect of the Buy-In.

Buy-In. In addition to any other rights available to the BuyerHolder, if the Company fails to deliver to the Buyer Holder such Common Stock issuable upon conversion of a Debenture or exercise of a Warrant by the Delivery Date and if ten (10) days after the Delivery Date the Buyer Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Buyer Holder of the Common Stock which the Buyer Holder anticipated receiving upon such conversion (a "Buy-In"), then the Company shall pay in cash to the Buyer Holder (in addition to any remedies available to or elected by the BuyerHolder) the amount by which (A) the BuyerHolder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (B) the aggregate principal and/or interest amount of the Debenture or Warrant for which such conversion or exercise was not timely honored, 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 the Buyer 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 Debenture or Warrant principal and/or interest, the Company shall be required to pay the Buyer Holder $1,000, plus interest. The Buyer Holder shall provide the Company written notice indicating the amounts payable to the Buyer Holder in respect of the Buy-In.

Buy-In. In addition to any other rights available to the BuyerSubscriber, if the Company fails to deliver to the Buyer Subscriber such Common Stock shares issuable upon conversion of a Debenture or exercise of a Warrant Note by the Delivery Date and if ten after seven (107) business days after the Delivery Date the Buyer 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 the Buyer such Subscriber of the Common Stock which the Buyer anticipated receiving Subscriber was entitled to receive upon such conversion (a "“Buy-In"”), then the Company shall pay in cash to the Buyer Subscriber (in addition to any remedies available to or elected by the BuyerSubscriber) the amount by which (A) the Buyer's Subscriber’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (B) the aggregate principal and/or interest amount of the Debenture or Warrant Note for which such conversion or exercise was not timely honored, 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 the Buyer 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 Debenture or Warrant note principal and/or interest, the Company shall be required to pay the Buyer Subscriber $1,000, plus interest. The Buyer Subscriber shall provide the Company written notice indicating the amounts payable to the Buyer Subscriber in respect of the Buy-In.

Buy-In. In addition to any other rights available to the BuyerSubscriber, if the Company fails to deliver to the Buyer Subscriber such Common Stock shares issuable upon conversion of a Debenture or exercise of a Warrant Note by the Delivery Date and if ten after six (106) business days after the Delivery Date the Buyer 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 the Buyer such Subscriber of the Common Stock which the Buyer anticipated receiving Subscriber was entitled to receive upon such conversion (a "BuyBUY-InIN"), then the Company shall pay in cash to the Buyer Subscriber (in addition to any remedies available to or elected by the BuyerSubscriber) the amount by which (A) the BuyerSubscriber's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (B) the aggregate principal and/or interest amount of the Debenture or Warrant Note for which such conversion or exercise was not timely honored, 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 the Buyer 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 Debenture or Warrant note principal and/or interest, the Company shall be required to pay the Buyer Subscriber $1,000, plus interest. The Buyer Subscriber shall provide the Company written notice indicating the amounts payable to the Buyer Subscriber in respect of the Buy-In.

Buy-In. In addition to any other rights available to the Buyera Subscriber, if the Company fails to deliver to the Buyer such Common Stock Subscriber such shares issuable upon conversion of a Debenture or exercise of a Warrant Note by the Delivery Date and if ten after seven (107) business days after the Delivery Date the Buyer such Subscriber or a broker on such Subscriber’s behalf, purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Buyer such Subscriber of the Common Stock which the Buyer anticipated receiving such Subscriber was entitled to receive upon such conversion (a "“Buy-In"”), then the Company shall pay in cash to the Buyer such Subscriber (in addition to any remedies available to or elected by the Buyersuch Subscriber) the amount by which (A) the Buyer's such Subscriber’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (B) the aggregate principal and/or interest amount of the Debenture or Warrant Note for which such conversion or exercise was not timely honored, 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 the Buyer 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 Debenture or Warrant note principal and/or interest, the Company shall be required to pay the Buyer to such Subscriber $1,000, plus interest. The Buyer Subscriber shall provide the Company written notice indicating the amounts payable to the Buyer such Subscriber in respect of the Buy-In.

Buy-In. In addition to any other rights available to the BuyerSubscriber, if the Company fails to deliver to the Buyer Subscriber such Common Stock shares issuable upon conversion of a Debenture or exercise of a Warrant Note by the Delivery Date and if ten after seven (107) days Business Days after the Delivery Date the Buyer 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 the Buyer such Subscriber of the Common Stock which the Buyer anticipated receiving Subscriber was entitled to receive upon such conversion (a "Buy-In"), then the Company shall pay in cash to the Buyer Subscriber (in addition to any remedies available to or elected by the BuyerSubscriber) the amount by which (A) the BuyerSubscriber's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (B) the aggregate principal and/or interest amount of the Debenture or Warrant Note for which such conversion or exercise was not timely honored, 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 the Buyer 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 Debenture or Warrant note principal and/or interest, the Company shall be required to pay the Buyer Subscriber $1,000, plus interest. The Buyer Subscriber shall provide the Company written notice indicating the amounts payable to the Buyer Subscriber in respect of the Buy-In.

Buy-In. In addition to any other rights available to the BuyerSubscriber, if the Company fails to deliver to the Buyer Subscriber such Common Stock shares issuable upon conversion of a Debenture or exercise of a Warrant Note by the Delivery Date and if ten after seven (107) business days after the Delivery Date the Buyer 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 the Buyer such Subscriber of the Common Stock which the Buyer anticipated receiving Subscriber was entitled to receive upon such conversion (a "Buy-In"), then the Company shall pay in cash to the Buyer Subscriber (in addition to any remedies available to or elected by the BuyerSubscriber) the amount by which (A) the BuyerSubscriber's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (B) the aggregate principal and/or interest amount of the Debenture or Warrant Note for which such conversion or exercise was not timely honored, 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 the Buyer 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 Debenture or Warrant note principal and/or interest, the Company shall be required to pay the Buyer Subscriber $1,000, plus interest. The Buyer Subscriber shall provide the Company written notice indicating the amounts payable to the Buyer Subscriber in respect of the Buy-In.

Buy-In. In addition to any other rights available to the BuyerHolder, but without any duplicative recovery by the Holder, if the Company fails to deliver to the Buyer such Common Stock Holder the Conversion Shares issuable upon conversion of a Debenture or exercise of a Warrant this Note by the Delivery Date and if ten after five (105) business days after the Delivery Date the Buyer Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Buyer such Holder of the Common Stock which the Buyer anticipated receiving Holder was entitled to receive upon such conversion (a "“Buy-In"”), then the Company shall pay in cash to the Buyer Holder (in addition to any remedies available to or elected by the BuyerHolder) the amount by which (A) the BuyerHolder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (B) the aggregate principal and/or interest amount of the Debenture or Warrant Note for which such conversion or exercise was not timely honored, 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 the Buyer 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 Debenture or Warrant note principal and/or interest, the Company shall be required to pay the Buyer Holder $1,000, plus interest. The Buyer Holder shall provide the Company written notice indicating the amounts payable to the Buyer Holder in respect of the Buy-In.

Buy-In. In addition to any other rights available to the BuyerHolder, if the Company fails to deliver to the Buyer Holder such Common Stock issuable upon conversion of a Debenture or exercise of a Warrant by the Delivery Date and if ten (10) days after the Delivery Date the Buyer Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Buyer Holder of the Common Stock which the Buyer Holder anticipated receiving upon such conversion (a "Buy-In"), then the Company shall pay in cash to the Buyer Holder (in addition to any remedies available to or elected by the BuyerHolder) the amount by which (A) the BuyerHolder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (B) the aggregate principal and/or interest amount of the Debenture or Warrant for which such conversion or exercise was not timely honored, 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 the Buyer 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 Debenture or Warrant principal and/or interestinterest or the exercise of $10,000 of Warrant Shares, the Company shall be required to pay the Buyer Holder $1,000, plus interest. The Buyer Holder shall provide the Company written notice indicating the amounts payable to the Buyer Holder in respect of the Buy-In.

Buy-In. In addition to any other rights available to the Buyer, if the Company fails to deliver to the Buyer such Common Stock issuable upon conversion of a Debenture or exercise of a Warrant by the Delivery Date and if ten (10) days after the Delivery Date the Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Buyer of the Common Stock which the Buyer anticipated receiving upon such conversion (a "Buy-Buy- In"), then the Company shall pay in cash to the Buyer (in addition to any remedies available to or elected by the Buyer) the amount by which (A) the Buyer's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (B) the aggregate principal and/or interest amount of the Debenture or Warrant for which such conversion or exercise was not timely honored, 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 the Buyer 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 Debenture or Warrant principal and/or interest, the Company shall be required to pay the Buyer $1,000, plus interest. The Buyer shall provide the Company written notice indicating the amounts payable to the Buyer in respect of the Buy-In.

Buy-In. In addition to any other rights available to the BuyerHolder, if the Company fails to deliver to the Buyer Holder such Common Stock issuable upon conversion of a Debenture or exercise of a Warrant by the Delivery Date and if ten (10) days after the Delivery Date the Buyer Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Buyer Holder of the Common Stock which the Buyer Holder anticipated receiving upon such conversion (a "Buy-In"), then the Company shall pay in cash to the Buyer Holder (in addition to any remedies available to or elected by the BuyerHolder) the amount by which (A) the BuyerHolder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (B) the aggregate principal and/or interest amount of the Debenture or Warrant for which such conversion or exercise was not timely honored, 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 the Buyer 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 Debenture or Warrant principal and/or interest, the Company shall be required to pay the Buyer Holder $1,000, plus interest. The Buyer Holder shall provide the Company written notice indicating the amounts payable to the Buyer 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.

Buy-In. In addition to any other rights available to the Buyera Subscriber, if the Company fails to deliver to the Buyer such Common Stock Subscriber such shares issuable upon conversion of a Debenture or exercise of a Warrant Note by the Delivery Date and if ten after seven (107) business days after the Delivery Date the Buyer such Subscriber or a broker on such Subscriber’s behalf, purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Buyer such Subscriber of the Common Stock which the Buyer anticipated receiving such Subscriber was entitled to receive upon such conversion (a "“Buy-In"”), then the Company shall pay in cash to the Buyer such Subscriber (in addition to any remedies available to or elected by the Buyersuch Subscriber) the amount by which (A) the Buyer's such Subscriber’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (B) the aggregate principal and/or interest amount of the Debenture or Warrant Note for which such conversion or exercise was not timely honored, together with interest thereon at a rate of 153% 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 the Buyer 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 $10,000 300 of Debenture or Warrant note principal and/or interest, the Company shall be required to pay the Buyer $1,000to such Subscriber, plus interest. The Buyer Subscriber shall provide the Company written notice indicating the amounts payable to the Buyer such Subscriber in respect of the Buy-In.

Buy-In. In addition to any other rights available to the BuyerSubscriber, if the Company fails to deliver to the Buyer Subscriber such Common Stock shares issuable upon conversion of a Debenture or exercise of a Warrant Note by the Delivery Date and if ten after six (106) business days after the Delivery Date the Buyer 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 the Buyer such Subscriber of the Common Stock which the Buyer anticipated receiving Subscriber was entitled to receive upon such conversion (a "Buy-In"), then the Company shall pay in cash to the Buyer Subscriber (in addition to any remedies available to or elected by the BuyerSubscriber) the amount by which (A) the BuyerSubscriber's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (B) the aggregate principal and/or interest amount of the Debenture or Warrant Note for which such conversion or exercise was not timely honored, 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 the Buyer 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 Debenture or Warrant note principal and/or interest, the Company shall be required to pay the Buyer Subscriber $1,000, plus interest. The Buyer Subscriber shall provide the Company written notice indicating the amounts payable to the Buyer Subscriber in respect of the Buy-In.

Buy-In. In addition to any other rights available to the BuyerPurchaser, if ------ the Company fails to deliver to the Buyer Purchaser such Common Stock shares issuable upon conversion of a Debenture or exercise of a Warrant Preferred Stock by the Delivery Date and if ten seven (107) business days after the Delivery Date the Buyer Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Buyer such Purchaser of the Common Stock which the Buyer anticipated receiving Purchaser was entitled to receive upon such conversion (a "Buy-In"), then the Company shall pay in cash to the Buyer Purchaser (in addition to any remedies available to or elected by the BuyerPurchaser) the amount by which (A) the BuyerPurchaser's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (B) the aggregate principal and/or interest amount of the Debenture or Warrant Preferred Stock for which such conversion or exercise was not timely honored, 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 the Buyer 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 Debenture or Warrant principal and/or interestpreferred stock principal, the Company shall be required to pay the Buyer Purchaser $1,000, plus interest. The Buyer Purchaser shall provide the Company written notice indicating the amounts payable to the Buyer Purchaser in respect of the Buy-In.

Buy-In. In addition to any other rights available to the BuyerSubscriber, if the Company fails to deliver to the Buyer Subscriber such Common Stock shares issuable upon conversion of a Debenture or exercise of a Warrant Note by the Delivery Date and if ten after seven (107) business days after the Delivery Date the Buyer Subscriber or a broker on the Subscriber's behalf, purchases (in an open market transaction or otherwise) shares of Common Stock 13 to deliver in satisfaction of a sale by the Buyer such Subscriber of the Common Stock which the Buyer anticipated receiving Subscriber was entitled to receive upon such conversion (a "Buy-In"), then the Company shall pay in cash to the Buyer Subscriber (in addition to any remedies available to or elected by the BuyerSubscriber) the amount by which (A) the BuyerSubscriber's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (B) the aggregate principal and/or interest amount of the Debenture or Warrant Note for which such conversion or exercise was not timely honored, 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 the Buyer 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 Debenture or Warrant note principal and/or interest, the Company shall be required to pay the Buyer Subscriber $1,000, plus interest. The Buyer Subscriber shall provide the Company written notice indicating the amounts payable to the Buyer Subscriber in respect of the Buy-In.

Buy-In. Buy-In" \f C \l "2" . In addition to any other rights available to the BuyerPurchaser, if the Company fails to deliver to the Buyer such Common Stock issuable upon conversion of a Debenture or exercise of a Warrant Purchaser Conversion Shares by the Delivery Date and if ten (10) days after the Delivery Date the Buyer Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Buyer such Purchaser of the Common Stock which the Buyer Purchaser anticipated receiving upon such conversion (a "Buy-In"), then the Company shall pay in cash to the Buyer Purchaser (in addition to any remedies available to or elected by the Buyersuch Purchaser) the amount by which (A) the BuyerPurchaser's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (B) the aggregate principal and/or interest amount of the Debenture or Warrant Note, for which such conversion or exercise was not timely honored, 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 the Buyer 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 Debenture or Warrant Note principal and/or interest, the Company shall be required to pay the Buyer Purchaser $1,000, plus interest. The Buyer Purchaser shall provide the Company written notice indicating the amounts payable to the Buyer Purchaser in respect of the Buy-In.

Buy-In. In addition to any other rights available to the Buyera Subscriber, if the Company fails to deliver to the Buyer a Subscriber such Common Stock Conversion Shares issuable upon conversion of a Debenture or exercise of a Warrant Note by the Delivery Date and if ten after seven (107) business days after the Delivery Date the Buyer such Subscriber or a broker on such Subscriber’s behalf purchases (in an open market transaction or otherwise) shares of Common Stock Ordinary Shares to deliver in satisfaction of a sale by the Buyer such Subscriber of the Common Stock Ordinary Shares which the Buyer anticipated receiving such Subscriber was entitled to receive upon such conversion (a "Buy-In"), then the Company shall promptly pay in cash to the Buyer such Subscriber (in addition to any remedies available to or elected by the BuyerSubscriber) the amount by which (A) the Buyersuch Subscriber's total purchase price (including brokerage commissions, if any) for the shares of Common Stock Ordinary Shares so purchased exceeds (B) the aggregate principal and/or interest amount of the Debenture or Warrant Note for which such conversion or exercise was not timely honored, honored 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 the Buyer a Subscriber purchases shares of Common Stock Ordinary Shares having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of $10,000 of Debenture or Warrant Note principal and/or interest, the Company shall be required to pay the Buyer such Subscriber $1,000, 1,000 plus interest. The Buyer Such Subscriber shall provide the Company written notice and evidence indicating the amounts payable to the Buyer such Subscriber in respect of the Buy-In.

Buy-In. In addition to any other rights available to the Buyer, if the Company fails to deliver to the Buyer such Common Stock issuable upon conversion of a Debenture or exercise of a Warrant by the Delivery Date (except as the result of a breach of a representation or warranty made by Buyer) and if ten (10) days after the Delivery Date the Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Buyer of the Common Stock which the Buyer anticipated receiving upon such conversion (a "Buy-In"), then the Company shall pay in cash to the Buyer (in addition to any remedies available to or elected by the Buyer) the amount by which (A) the Buyer's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (B) the aggregate principal and/or interest amount of the Debenture or Warrant for which such conversion or exercise was not timely honored, 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 the Buyer 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 Debenture or Warrant principal and/or interest, the Company shall be required to pay the Buyer $1,000, plus interest. The Buyer shall provide the Company written notice indicating the amounts payable to the Buyer in respect of the Buy-In.

Buy-In. In addition to any other rights available to the BuyerHolder, if the Company Borrower fails to deliver to the Buyer Holder such Common Stock shares issuable upon conversion of a Debenture or exercise of a Warrant Note by the Delivery Date and if ten after six (106) business days after the Delivery Date the Buyer Holder or a broker on the Holder’s behalf purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Buyer such Holder of the Common Stock which the Buyer anticipated receiving Holder was entitled to receive upon such conversion (a "Buy-In"), then the Company Borrower shall pay in cash to the Buyer Holder (in addition to any remedies available to or elected by the BuyerHolder) the amount by which (A) the BuyerHolder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (B) the aggregate principal and/or interest amount of the Debenture or Warrant Note for which such conversion or exercise was not timely honored, honored 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 the Buyer 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 Debenture or Warrant note principal and/or interest, the Company Borrower shall be required to pay the Buyer Holder $1,000, 1,000 plus interest. The Buyer Holder shall provide the Company Borrower written notice and evidence indicating the amounts payable to the Buyer Holder in respect of the Buy-In.

Buy-In. In addition to any other rights available to the BuyerPurchaser, if after receipt of a valid Notice of Conversion, the Company fails to deliver to the Buyer such Common Stock issuable upon conversion Purchaser within five (5) business days of a Debenture or exercise of a Warrant by the Delivery Date and if ten (10) days after giving written notice to the Delivery Date Company the Buyer Purchaser purchases (in an open market transaction or otherwisetransaction) shares of Common Stock to deliver in satisfaction of a sale by the Buyer amount of the Common Stock Note Shares which the Buyer Purchaser anticipated receiving upon such conversion (a "Buy-In"), then the Company shall pay in cash to the Buyer Purchaser (in addition to any remedies available to or elected by the Buyersuch Purchaser) the amount by which (A) the BuyerPurchaser's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (B) the aggregate principal and/or interest amount of the Debenture or Warrant Note, for which such conversion or exercise Notice ov Conversion was not timely honored, 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 the Buyer 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 Debenture or Warrant Note principal and/or interest, the Company shall be required to pay the Buyer Purchaser $1,000, plus interest. The Buyer Purchaser shall provide the Company written notice indicating the amounts payable to the Buyer Purchaser in respect of the Buy-In.

Buy-In. In addition to any other rights available to the Buyer, if the Company fails to deliver to the Buyer such Common Stock issuable upon conversion of a Debenture or exercise of a Warrant by the Delivery Date and if ten (10) days after the Delivery Date the Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Buyer of the Common Stock which the Buyer anticipated receiving upon such conversion (a "Buy-In"), then the Company shall pay in cash to the Buyer (in addition to any remedies available to or elected by the Buyer) the amount by which (A) the Buyer's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (B) the aggregate principal and/or interest amount of the Debenture or Warrant for which such conversion or exercise was not timely honored, 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 the Buyer 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 Debenture or Warrant principal and/or interest, the Company shall be required to pay the Buyer $1,000, plus interest. The Buyer shall provide the Company written notice indicating the amounts payable to the Buyer in respect of the Buy-In.