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 Subscriber Unlegended Shares as required pursuant to this Agreement and after the Unlegended Shares Delivery Date Subscriber, or a broker on 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 Subscriber was entitled to receive from the Company (a “Buy-In”), then the Company shall promptly pay in cash to Subscriber (in addition to any remedies available to or elected by Subscriber) the amount by which (A) 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 purposes of illustration only, if 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. Subscriber shall promptly provide the Company written notice indicating the amounts payable to Subscriber in respect of the Buy-In, including, evidence regarding the purchase of common stock for which the Buy-In is implemented.

Buy-In. In addition to any other rights available to Subscriberthe Holder, if the Company fails to deliver to Subscriber Unlegended a Holder the Warrant Shares as required pursuant to this Agreement and Warrant, within six (6) business days after the Unlegended Shares Warrant Share Delivery Date Subscriber, and the Holder or a broker on Subscriberthe 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 Subscriber the Holder was entitled to receive from the Company (a “"Buy-In”"), then the Company shall promptly pay in cash to Subscriber the Holder (in addition to any remedies available to or elected by Subscriberthe Holder) the amount by which (A) Subscriber’s the 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 purposes of illustration onlyexample, if Subscriber a 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. Subscriber The Holder shall promptly provide the Company written notice indicating the amounts payable to Subscriber the Holder in respect of the Buy-In, including, evidence regarding the purchase of common stock for which the Buy-In is implemented.

Buy-In. In addition to any other rights available to Subscriberthe Holder, if the Company fails to deliver to Subscriber Unlegended a Holder the Warrant Shares as required pursuant to this Agreement and Warrant after the Unlegended Shares Warrant Share Delivery Date Subscriber, and the Holder or a broker on Subscriberthe 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 Subscriber the Holder was entitled to receive from the Company (a “Buy-In”), then the Company shall promptly pay in cash to Subscriber the Holder (in addition to any remedies available to or elected by Subscriberthe Holder) the amount by which (A) Subscriber’s the 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 purposes of illustration onlyexample, if Subscriber a 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. Subscriber The Holder shall promptly provide the Company written notice indicating the amounts payable to Subscriber the Holder in respect of the Buy-In, including, evidence regarding the purchase of common stock for which the Buy-In is implemented.

Buy-In. In addition to any other rights available to Subscriber, if the Company fails to deliver to Subscriber Unlegended Shares as required pursuant to this Agreement and after the Unlegended Shares Delivery Date Date, Subscriber, or a broker on 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 Subscriber was entitled to receive from the Company (a “Buy-In”), then the Company shall promptly pay in cash to Subscriber (in addition to any remedies available to or elected by Subscriber) the amount by which (A) 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 purposes of illustration only, if 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. Subscriber shall promptly provide the Company written notice indicating the amounts payable to Subscriber in respect of the Buy-In, including, including evidence regarding the purchase of common stock for which the Buy-In is implemented.

Buy-In. In addition to any other rights available to Subscriberthe Holder, if the Company fails to deliver to Subscriber Unlegended a 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 Subscriber, and the Holder or a broker on Subscriber’s the 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 Subscriber the Holder was entitled to receive from the Company (a “Buy"BUY-In”IN"), then the Company shall promptly pay in cash to Subscriber the Holder (in addition to any remedies available to or elected by Subscriberthe Holder) the amount by which (A) Subscriber’s the 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 purposes of illustration onlyexample, if Subscriber a 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. Subscriber The Holder shall promptly provide the Company written notice indicating the amounts payable to Subscriber the Holder in respect of the Buy-In, including, evidence regarding the purchase of common stock for which the Buy-In is implemented.

Buy-In. In addition additional to any other rights available to Subscriberthe Holder, if the Company fails to deliver to Subscriber Unlegended a 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 Subscriberand the Holder, or a broker on Subscriberthe Holder’s behalf, purchases is required to purchase (in an open market transaction or otherwisetransaction) shares of common stock Common Stock to deliver in satisfaction of a sale by such Subscriber Holder of the shares of Common Stock Warrant Shares which Subscriber the Holder was entitled to receive from the Company (a “Buy-In”), then the Company shall promptly pay in cash to Subscriber the Holder (in addition to any remedies available to or elected by Subscriberthe Holder) the amount by which (A) Subscriberthe 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 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 purposes of illustration onlyexample, if Subscriber a 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. Subscriber The Holder shall promptly provide the Company written notice indicating the amounts payable to Subscriber the Holder in respect of the Buy-In, including, evidence regarding the purchase of common stock for which the Buy-In is implemented.

Buy-In. In addition to any other rights available to Subscriberthe Holder, if the Company fails to deliver to Subscriber Unlegended a 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 Subscriber, and the Holder or a broker on Subscriber’s the 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 Subscriber the Holder was entitled to receive from the Company (a “"Buy-In”"), then the Company shall promptly pay in cash to Subscriber the Holder (in addition to any remedies available to or elected by Subscriberthe Holder) the amount by which (A) Subscriber’s the 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 purposes of illustration onlyexample, if Subscriber a 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. Subscriber The Holder shall promptly provide the Company written notice indicating the amounts payable to Subscriber the Holder in respect of the Buy-In, including, evidence regarding the purchase of common stock for which the Buy-In is implemented.. (Warrant)

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 Subscriber, such Subscriber or a broker on such Subscriber’s behalf, '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 such Subscriber was entitled to receive from the Company upon such conversion (a “"Buy-In”"), then the Company shall promptly pay in cash to such Subscriber (in addition to any remedies available to or elected by the Subscriber) the amount by which (A) 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 purposes of illustration onlyexample, 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. Such Subscriber shall promptly provide the Company written notice and evidence indicating the amounts payable to such Subscriber in respect of the Buy-In, including, evidence regarding the purchase of common stock for which the Buy-In is implemented.

Buy-In. In addition to any other rights available to Subscribera Lender, if the Company Borrower fails to deliver to Subscriber Unlegended Shares to a Lender as required pursuant to this Agreement and after the Unlegended Shares Delivery Legend Removal Date Subscribersuch Lender, or a broker on Subscribersuch Lender’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 Lender of the shares of Common Stock which Subscriber such Lender was entitled to receive in unlegended form from the Company Borrower (a “Buy-In”), then the Company Borrower shall promptly pay in cash to Subscriber such Lender (in addition to any remedies available to or elected by Subscribersuch Lender) the amount amount, if any, by which (A) Subscribersuch Lender’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 Borrower 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 purposes of illustration onlyexample, if Subscriber a Lender 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 Borrower for reissuance as Unlegended Shares, the Company Borrower shall be required to pay the Subscriber such Lender $1,000, plus interest, if any. Subscriber A Lender shall promptly provide the Company Borrower written notice indicating the amounts payable to Subscriber such Lender in respect of the Buy-In, including, evidence regarding the purchase of common stock for which the Buy-In is implemented.

Buy-In. In addition to any other rights available to Subscriberthe Holder, if the Company fails to deliver to Subscriber Unlegended a Holder the Warrant Shares as required pursuant to this Agreement and Warrant, within three (3) business days after the Unlegended Shares Warrant Share Delivery Date Subscriber, and the Holder or a broker on Subscriberthe 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 Subscriber the Holder was entitled to receive from the Company (a “"Buy-In”"), then the Company shall promptly pay in cash to Subscriber the Holder (in addition to any remedies available to or elected by Subscriberthe Holder) the amount by which (A) Subscriber’s the 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 purposes of illustration onlyexample, if Subscriber a 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. Subscriber The Holder shall promptly provide the Company written notice indicating the amounts payable to Subscriber the Holder in respect of the Buy-In, including, evidence regarding the purchase of common stock for which the Buy-In is implemented.

Buy-In. In addition to any other rights available to Subscriberthe Holder, if the Company fails to deliver to Subscriber Unlegended Shares as required pursuant to this Agreement the 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 Unlegended Shares Delivery Date Subscriber, or a broker on Subscriber’s behalf, the 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 the Holder of the shares of Common Stock which Subscriber was entitled to receive from the Company Holder anticipated receiving upon such conversion (a “Buy"BUY-In”IN"), then the Company shall promptly pay in cash to Subscriber the Holder (in addition to any remedies available to or elected by Subscriberthe Holder) the amount by which (A) Subscriber’s the 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 principal and/or interest amount of the Debenture or exercise price of the shares of Common Stock delivered to the Company Warrant for reissuance as Unlegended Shares which such conversion or exercise 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 purposes of illustration onlyexample, if 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 Debenture principal and/or interest or the exercise of shares $10,000 of Common Stock delivered to the Company for reissuance as Unlegended Warrant Shares, the Company shall be required to pay the Subscriber Holder $1,000, plus interest. Subscriber The Holder shall promptly provide the Company written notice indicating the amounts payable to Subscriber the Holder in respect of the Buy-In, including, evidence regarding the purchase of common stock for which the Buy-In is implemented.. ______________ ____________ Initials Initials

Buy-In. In addition to any other rights available to the Subscriber, if the Company fails to deliver to the 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 Subscriber, the Subscriber or a broker on the 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 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 purposes of illustration onlyexample, if 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, 1,000 plus interest. The Subscriber shall promptly provide the Company written notice and evidence indicating the amounts payable to the Subscriber in respect of the Buy-In, including, evidence regarding the purchase of common stock for which the Buy-In is implemented.

Buy-In. In addition to any other rights available to SubscriberPurchaser, if the Company fails to deliver to Subscriber Unlegended a Purchaser Shares as required pursuant to this Agreement or pursuant to the Certificate of Designation and after the Unlegended Shares Delivery Legend Removal Date Subscriberor required delivery date pursuant to the Certificate of Designation the Purchaser, or a broker on Subscriberthe 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 Subscriber the Purchaser was entitled to receive in unlegended form from the Company (a “Buy-In”), then the Company shall promptly pay in cash to Subscriber the Purchaser (in addition to any remedies available to or elected by Subscriberthe Purchaser) the amount amount, if any, by which (A) Subscriberthe 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 unlegended Shares or as are required to be delivered pursuant to the Certificate of Designation, as the case may be, 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 purposes of illustration onlyexample, if Subscriber a 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 Sharesunlegended shares, the Company shall be required to pay the Subscriber Purchaser $1,000, plus interest, if any. Subscriber The Purchaser shall promptly provide the Company written notice indicating the amounts payable to Subscriber the Purchaser in respect of the Buy-In, including, evidence regarding the purchase of common stock for which the Buy-In is implemented.

Buy-In. In addition to any other rights available to SubscriberSeller, if the Company fails to deliver to Subscriber a Seller Unlegended Shares as required pursuant to this Agreement and after the Unlegended Shares Delivery Legend Removal Date Subscriberthe Seller, or a broker on Subscriberthe Seller’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 Seller of the shares of Common Stock which Subscriber the Seller was entitled to receive in unlegended form from the Company (a “Buy-In”), then the Company shall promptly pay in cash to Subscriber the Seller (in addition to any remedies available to or elected by Subscriberthe Seller) the amount amount, if any, by which (A) Subscriberthe Seller’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 purposes of illustration onlyexample, if Subscriber a Seller 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 Seller $1,000, plus interest, if any. Subscriber The Seller shall promptly provide the Company written notice indicating the amounts payable to Subscriber the Seller in respect of the Buy-In, including, evidence regarding the purchase of common stock for which the Buy-In is implemented.

Buy-In. In addition to any other rights available to Subscriberthe Buyers, if the Company fails to deliver to Subscriber Unlegended a Buyer the Exchange Shares as required pursuant to this Agreement and issuable upon exchange of Preferred Stock by the date five (5) business days after the Unlegended date on which the Company shall have received the Exchange Notice (provided the certificate or certificates representing the Preferred Stock exchanged for Exchange Shares is delivered to the Company within three business days of such date, otherwise the date the Preferred Stock is actually received by the Company), together with a duly signed and completed Exchange Notice (the “Delivery Date”), and if after five (5) business days after the Delivery Date Subscriber, or a broker on Subscriber’s behalf, such Buyer purchases (in an open market transaction or otherwise) shares of common stock ADSs to deliver in satisfaction of a sale by such Subscriber Buyer of ADSs which the shares of Common Stock which Subscriber Buyer was entitled to receive from the Company upon such conversion (a “Buy-In”), then the Company shall promptly pay in cash to Subscriber such Buyer (in addition to any remedies available to or elected by Subscribersuch Buyer) the amount by which (A) Subscriberthe Buyer’s total purchase price (including brokerage commissions, if any) for the shares of common stock ADSs so purchased exceeds (B) the aggregate purchase price of the shares of Common Stock delivered to the Company Exchange Amount for reissuance as Unlegended Shares which such exchange 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 purposes of illustration onlyexample, if Subscriber the Buyer purchases shares of Common Stock ADSs 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 Exchange Amount of shares of Common Stock delivered to the Company for reissuance as Unlegended SharesPreferred Stock, the Company shall be required to pay the Subscriber Buyer $1,000, plus interest. Subscriber The Buyer shall promptly provide the Company written notice indicating the amounts payable to Subscriber the Buyer in respect of the Buy-In, including, evidence regarding the purchase of common stock for which the Buy-In is implemented.

Buy-In. In addition to any other rights available to the Subscriber, if the Company NCT fails to deliver the NCT Shares to the Subscriber Unlegended Shares as required pursuant to this Agreement by the Delivery Date and if ten (10) days after the Unlegended Shares Delivery Date Subscriber, the Subscriber or a broker on behalf of 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 shares of Common Stock NCT Shares which the Subscriber was entitled to receive from the Company anticipated receiving upon such conversion (a “"Buy-In”"), then NCT and 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 purposes of illustration onlyexample, if 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 and NCT shall be required to pay the Subscriber $1,000, plus interest. The Subscriber shall promptly provide the Company NCT written notice indicating the amounts payable to the Subscriber in respect of the Buy-In, including, evidence regarding the purchase of common stock for which the Buy-In is implemented.

Buy-In. In addition to any other rights available to Subscriberthe Holder, if the Company fails to deliver to Subscriber Unlegended a 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 Subscriber, and the Holder or a broker on Subscriber’s the 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 Subscriber the Holder was entitled to receive from the Company (a “BuyBUY-InIN”), then the Company shall promptly pay in cash to Subscriber the Holder (in addition to any remedies available to or elected by Subscriberthe Holder) the amount by which (A) Subscriber’s the 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 purposes of illustration onlyexample, if Subscriber a 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. Subscriber The Holder shall promptly provide the Company written notice indicating the amounts payable to Subscriber the Holder in respect of the Buy-In, including, evidence regarding the purchase of common stock for which the Buy-In is implemented.