Common use of COVER Clause in Contracts

COVER. If the Company fails for any reason to deliver the Put Shares on such Closing Date and the holder of the Put Shares (a "Investor") purchases, in an open market transaction or otherwise, shares of Common Stock (the "Covering Shares") in order to make delivery in satisfaction of a sale of Common Stock by such Investor (the "Sold Shares"), which delivery such Investor anticipated to make using the Put Shares (a "Buy-In"), then the Company shall pay to such Investor, in addition to all other amounts contemplated in other provisions of the Transaction Documents, and not in lieu thereof, the Buy-In Adjustment Amount (as defined below). The "Buy-In Adjustment Amount" is the amount equal to the excess, if any, of (x) such Investor's total purchase price (including brokerage commissions, if any) for the Covering Shares over (y) the net proceeds (after brokerage commissions, if any) received by such Investor from the sale of the Sold Shares. The Company shall pay the Buy-In Adjustment Amount to such Investor in immediately available funds immediately upon demand by such Investor. By way of illustration and not in limitation of the foregoing, if such Investor purchases Covering Shares having a total purchase price (including brokerage commissions) of $11,000 to cover a Buy-In with respect to shares of Common Stock that it sold for net proceeds of $10,000, the Buy-In Adjustment Amount that the Company will be required to pay to such Investor will be $1,000.

COVER. If the Company fails for any reason to deliver the Put Shares on such Closing Date and the holder of the Put Shares (a "“Investor"”) purchases, in an open market transaction or otherwise, shares of Common Stock (the "“Covering Shares"”) in order to make delivery in satisfaction of a sale of Common Stock by such Investor (the "“Sold Shares"”), which delivery such Investor anticipated to make using the Put Shares (a "“Buy-In"”), then the Company shall pay to such Investor, in addition to all other amounts contemplated in other provisions of the Transaction Documents, and not in lieu thereof, the Buy-In Adjustment Amount (as defined below). The "“Buy-In Adjustment Amount" ” is the amount equal to the excess, if any, of (x) such Investor's ’s total purchase price (including brokerage commissions, if any) for the Covering Shares over (y) the net proceeds (after brokerage commissions, if any) received by such Investor from the sale of the Sold Shares. The Company shall pay the Buy-In Adjustment Amount to such Investor in immediately available funds immediately upon demand by such Investor. By way of illustration and not in limitation of the foregoing, if such Investor purchases Covering Shares having a total purchase price (including brokerage commissions) of $11,000 to cover a Buy-In with respect to shares of Common Stock that it sold for net proceeds of $10,000, the Buy-In Adjustment Amount that the Company will be required to pay to such Investor will be $1,000.

COVER. If the Company fails for any reason to take or cause to be taken all steps necessary on the part of the Company to deliver the Put Shares on such Closing Date and the holder of the Put Shares (a "Investor") Investor purchases, in an open market transaction or otherwise, shares of Common Stock (the "Covering Shares") in order to make delivery in satisfaction of a sale of Common Stock by such the Investor (the "Sold Shares"), which delivery such the Investor anticipated to make using the Put Shares (a "Buy-In"), then the Company shall pay to such Investor, in addition to all other amounts contemplated in other provisions of the Transaction Documents, and not in lieu thereof, the Buy-In Adjustment Amount (as defined below). The "Buy-In Adjustment Amount" is the amount equal to the excess, if any, of (x) such Investor's ’s total purchase price (including brokerage commissions, if any) for the Covering Shares over (y) the net proceeds (after brokerage commissions, if any) received by such Investor from the sale of the Sold Shares. The Company shall pay the Buy-In Adjustment Amount to such Investor in immediately available funds immediately upon demand by such Investor. By way of illustration and not in limitation of the foregoing, if such Investor purchases Covering Shares having a total purchase price (including brokerage commissions) of $11,000 to cover a Buy-In with respect to shares of Common Stock that it sold for net proceeds of $10,000, the Buy-In Adjustment Amount that the Company will be required to pay to such Investor will be $1,000.

COVER. If the Company fails for any reason to take or cause to be taken all steps necessary on the part of the Company to deliver the Put Shares on such Closing Date and the holder of the Put Shares (a "“Investor"”) purchases, in an open market transaction or otherwise, shares of Common Stock (the "“Covering Shares"”) in order to make delivery in satisfaction of a sale of Common Stock by such Investor (the "“Sold Shares"”), which delivery such Investor anticipated to make using the Put Shares (a "“Buy-In"”), then the Company shall pay to such Investor, in addition to all other amounts contemplated in other provisions of the Transaction Documents, and not in lieu thereof, the Buy-In Adjustment Amount (as defined below). The "“Buy-In Adjustment Amount" ” is the amount equal to the excess, if any, of (x) such Investor's ’s total purchase price (including brokerage commissions, if any) for the Covering Shares over (y) the net proceeds (after brokerage commissions, if any) received by such Investor from the sale of the Sold Shares. The Company shall pay the Buy-In Adjustment Amount to such Investor in immediately available funds immediately upon demand by such Investor. By way of illustration and not in limitation of the foregoing, if such Investor purchases Covering Shares having a total purchase price (including brokerage commissions) of $11,000 to cover a Buy-In with respect to shares of Common Stock that it sold for net proceeds of $10,000, the Buy-In Adjustment Amount that the Company will be required to pay to such Investor will be $1,000.

COVER. If the Company fails for any reason to deliver the Put Shares on such Closing Date and the holder of Investor, after the Put Shares (a "Investor") Closing Date, purchases, in an open market transaction or otherwise, shares of Common Stock (the "Covering Shares") in order to make delivery in satisfaction of a sale of Common Stock by such Investor (the "Sold Shares"), which delivery such Investor anticipated to make using the Put Shares (a "Buy-In"), then the Company shall pay to such Investor, in addition to all other amounts contemplated in other provisions of the Transaction Documents, and not in lieu thereof, the Buy-In Adjustment Amount (as defined below). The "Buy-In Adjustment Amount" is the amount equal to the excess, if any, of (x) such Investor's Investor"s total purchase price (including brokerage commissions, if any) for the Covering Shares over (y) the net proceeds (after brokerage commissions, if any) received by such Investor from the sale of the Sold Shares. The Company shall pay the Buy-In Adjustment Amount to such Investor in immediately available funds immediately upon demand by such Investor. By way of illustration and not in limitation of the foregoing, if such Investor purchases Covering Shares having a total purchase price (including brokerage commissions) of $11,000 to cover a Buy-In with respect to shares of Common Stock that it sold for net proceeds of $10,000, the Buy-In Adjustment Amount that the Company will be required to pay to such Investor will be $1,000.

COVER. If the Company fails for any reason to take or cause to be taken all steps necessary on the part of the Company to deliver the Put Shares on such Closing Date and the holder of the Put Shares (a "Investor") purchases, in an open market transaction or otherwise, shares of Common Stock (the "Covering Shares") in order to make delivery in satisfaction of a sale of Common Stock by such Investor (the "Sold Shares"), which delivery such Investor anticipated to make using the Put Shares (a "Buy-In"), then the Company shall pay to such Investor, in addition to all other amounts contemplated in other provisions of the Transaction Documents, and not in lieu thereof, the Buy-In Adjustment Amount (as defined below). The "Buy-In Adjustment Amount" is the amount equal to the excess, if any, of (x) such Investor's ’s total purchase price (including brokerage commissions, if any) for the Covering Shares over (y) the net proceeds (after brokerage commissions, if any) received by such Investor from the sale of the Sold Shares. The Company shall pay the Buy-In Adjustment Amount to such Investor in immediately available funds immediately upon demand by such Investor. By way of illustration and not in limitation of the foregoing, if such Investor purchases Covering Shares having a total purchase price (including brokerage commissions) of $11,000 to cover a Buy-In with respect to shares of Common Stock that it sold for net proceeds of $10,000, the Buy-In Adjustment Amount that the Company will be required to pay to such Investor will be $1,000.

COVER. If the Company fails for any reason to take or cause to be taken all steps necessary on the part of the Company to deliver the Put Shares on such Closing Date and the holder of the Put Shares (a "Investor") Investor purchases, in an open market transaction or otherwise, shares of Common Stock (the "“Covering Shares"”) in order to make delivery in satisfaction of a sale of Common Stock by such the Investor (the "“Sold Shares"”), which delivery such the Investor anticipated to make using the Put Shares (a "“Buy-In"”), then the Company shall pay to such Investor, in addition to all other amounts contemplated in other provisions of the Transaction Documents, and not in lieu thereof, the Buy-In Adjustment Amount (as defined below). The "“Buy-In Adjustment Amount" ” is the amount equal to the excess, if any, of (x) such Investor's ’s total purchase price (including brokerage commissions, if any) for the Covering Shares over (y) the net proceeds (after brokerage commissions, if any) received by such Investor from the sale of the Sold Shares. The Company shall pay the Buy-In Adjustment Amount to such Investor in immediately available funds immediately upon demand by such Investor. By way of illustration and not in limitation of the foregoing, if such Investor purchases Covering Shares having a total purchase price (including brokerage commissions) of $11,000 to cover a Buy-In with respect to shares of Common Stock that it sold for net proceeds of $10,000, the Buy-In Adjustment Amount that the Company will be required to pay to such Investor will be $1,000.

COVER. If the Company fails for any reason to deliver the Put Shares on such Closing Date and the holder of the Put Shares (a "Investor") purchases, in an open market transaction or otherwise, shares of Common Stock (the "Covering Shares") in order to make delivery in satisfaction of a sale of Common Stock by such Investor (the "Sold Shares"), which delivery such Investor anticipated to make using the Put Shares (a "Buy-In"), then the Company shall pay to such Investor, in addition to all other amounts contemplated in other provisions of the Transaction Documents, and not in lieu thereof, the Buy-In Adjustment Amount (as defined below). The "Buy-In Adjustment Amount" is the amount equal to the excess, if any, of (x) such Investor's ’s total purchase price (including brokerage commissions, if any) for the Covering Shares over (y) the net proceeds (after brokerage commissions, if any) received by such Investor from the sale of the Sold Shares. The Company shall pay the Buy-In Adjustment Amount to such Investor in immediately available funds immediately upon demand by such Investor. By way of illustration and not in limitation of the foregoing, if such Investor purchases Covering Shares having a total purchase price (including brokerage commissions) of $11,000 to cover a Buy-In with respect to shares of Common Stock that it sold for net proceeds of $10,000, the Buy-In Adjustment Amount that the Company will be required to pay to such Investor will be $1,000.

COVER. If the Company fails for any reason to take or cause to be taken all steps necessary on the part of the Company to deliver the Put Shares on such Closing Date and the holder of the Put Shares (a "Investor") Investor purchases, in an open market transaction or otherwise, shares of Common Stock (the "Covering Shares") in order to make delivery in satisfaction of a sale of Common Stock by such the Investor (the "Sold Shares"), which delivery such the Investor anticipated to make using the Put Shares (a "Buy-In"), then the Company shall pay to such the Investor, in addition to all other amounts contemplated in other provisions of the Transaction Documentshereby, and not in lieu thereof, the Buy-In Adjustment Amount (as defined below). The "Buy-In Adjustment Amount" is the amount equal to the excess, if any, of (x) such Investor's ’s total purchase price (including brokerage commissions, if any) for the Covering Shares over (y) the net proceeds (after brokerage commissions, if any) received by such Investor from the sale of the Sold Shares. The Company shall pay the Buy-In Adjustment Amount to such the Investor in immediately available funds immediately upon demand by such the Investor. By way of illustration and not in limitation of the foregoing, if such the Investor purchases Covering Shares having a total purchase price (including brokerage commissions) of $11,000 to cover a Buy-In with respect to shares of Common Stock that it sold for net proceeds of $10,000, the Buy-In Adjustment Amount that the Company will be required to pay to such the Investor will be $1,000.

COVER. If the Company fails for any reason to deliver the Put Shares on such Closing Date and the holder of the Put Shares (a "Investor") purchases, in an open market transaction or otherwise, shares of Common Stock (the "Covering Shares") in order to make delivery in satisfaction of a sale of Common Stock by such Investor (the "Sold Shares"), which delivery such Investor anticipated to make using the Put Shares (a "Buy-In"), then the Company shall pay to such Investor, in addition to all other amounts contemplated in other provisions of the Transaction Documents, and not in lieu thereof, the Buy-In Adjustment Amount (as defined below). The "Buy-In Adjustment Amount" is the amount equal to the excess, if any, of (x) such Investor's Investor"s total purchase price (including brokerage commissions, if any) for the Covering Shares over (y) the net proceeds (after brokerage commissions, if any) received by such Investor from the sale of the Sold Shares. The Company shall pay the Buy-In Adjustment Amount to such Investor in immediately available funds immediately upon demand by such Investor. By way of illustration and not in limitation of the foregoing, if such Investor purchases Covering Shares having a total purchase price (including brokerage commissions) of $11,000 to cover a Buy-In with respect to shares of Common Stock that it sold for net proceeds of $10,000, the Buy-In Adjustment Amount that the Company will be required to pay to such Investor will be $1,000.

COVER. If If, by the relevant Delivery Date, the Company fails for any reason to deliver the Put unlegended Shares on to be issued pursuant to Section 9.2 and after such Closing Date and Delivery Date, the holder of the Put Shares securities (a "InvestorHolder") purchases, in an open market transaction or otherwise, shares of Common Stock (the "Covering Shares") in order to make delivery in satisfaction of a sale of Common Stock by such Investor the Holder (the "Sold Shares"), which delivery such Investor Holder anticipated to make using the Put Shares to be issued upon such conversion (a "Buy-In"), then the Company shall pay to such Investorthe Holder, in addition to all other amounts contemplated in other provisions of the Transaction DocumentsAgreements, and not in lieu thereof, the Buy-In Adjustment Amount (as defined below). The "Buy-In Adjustment Amount" is the amount equal to the excess, if any, of (x) such Investorthe Holder's total purchase price (including brokerage commissions, if any) for the Covering Shares over (y) the net proceeds (after brokerage commissions, if any) received by such Investor the Holder from the sale of the Sold Shares. The Company shall pay the Buy-In Adjustment Amount to such Investor the Company in immediately available funds immediately upon demand by such Investorthe Holder. By way of illustration and not in limitation of the foregoing, if such Investor the Holder purchases Covering Shares shares of Common Stock having a total purchase price (including brokerage commissions) of $11,000 to cover a Buy-In with respect to shares of Common Stock that it sold for net proceeds of $10,000, the Buy-In Adjustment Amount that the which Company will be required to pay to such Investor the Holder will be $1,000.

COVER. If the Company fails for any reason to deliver the Put Unlegended Shares on after such Closing Delivery Date and the holder of the Put Initial Shares (a "InvestorHolder") purchases, in an open market transaction or otherwise, shares of Common Stock (the "Covering Shares") in order to make delivery in satisfaction of a sale of Common Stock by such Investor Holder (the "Sold Shares"), which delivery such Investor Holder anticipated to make using the Put Unlegended Shares (a "Buy-In"), then the Company shall pay to such InvestorHolder, in addition to all other amounts contemplated in other provisions of the Transaction Documents, and not in lieu thereof, the Buy-In Adjustment Amount (as defined below). The "Buy-In Adjustment Amount" is the amount equal to the excess, if any, of (x) such InvestorHolder's total purchase price (including brokerage commissions, if any) for the Covering Shares over (y) the net proceeds (after brokerage commissions, if any) received by such Investor Holder from the sale of the Sold Shares. The Company shall pay the Buy-In Adjustment Amount to such Investor Holder in immediately available funds immediately upon demand by such InvestorHolder. By way of illustration and not in limitation of the foregoing, if such Investor Holder purchases Covering Shares having a total purchase price (including brokerage commissions) of $11,000 to cover a Buy-In with respect to shares of Common Stock that it sold for net proceeds of $10,000, the Buy-In Adjustment Amount that the Company will be required to pay to such Investor Holder will be $1,000.

COVER. If If, by the relevant Delivery Date, the Company fails for any reason to deliver the Put unlegended Shares on to be issued pursuant to Section 8.1 and after such Closing Date and the holder of the Put Shares (a "Investor") Delivery Date, Purchaser purchases, in an open market transaction or otherwise, shares of Common Stock (the "Covering Shares") in order to make delivery in satisfaction of a sale of Common Stock by such Investor Purchaser (the "Sold Shares"), which delivery such Investor Purchaser anticipated to make using the Put Shares shares to be issued upon such conversion (a "Buy-In"), then the Company shall pay to such InvestorPurchaser, in addition to all other amounts contemplated in other provisions of the Transaction Documents, and not in lieu thereof, the Buy-In Adjustment Amount (as defined below). The "Buy-In Adjustment Amount" is the amount equal to the excess, if any, of (x) such InvestorPurchaser's total purchase price (including brokerage commissions, if any) for the Covering Shares over (y) the net proceeds (after brokerage commissions, if any) received by such Investor Purchaser from the sale of the Sold Shares. The Company shall pay the Buy-In Adjustment Amount to such Investor the Company in immediately available funds immediately upon demand by such InvestorPurchaser. By way of illustration and not in limitation of the foregoing, if such Investor Purchaser purchases Covering Shares shares of Common Stock having a total purchase price (including brokerage commissions) of eleven thousand dollars ($11,000 11,000) to cover a Buy-In with respect to shares of Common Stock that it sold for net proceeds of ten thousand dollars ($10,000), the Buy-In Adjustment Amount that the which Company will be required to pay to such Investor Purchaser will be one thousand dollars ($1,000).

COVER. If the Company fails for any reason to deliver the Put Shares on such Closing Date and the holder of the Put Shares (a "InvestorHOLDER") purchases, in an open market transaction or otherwise, shares of Common Stock (the "Covering SharesCOVERING SHARES") in order to make delivery in satisfaction of a sale of Common Stock by such Investor Holder (the "Sold SharesSOLD SHARES"), which delivery such Investor Holder anticipated to make using the Put Shares (a "BuyBUY-InIN"), then the Company shall pay to such InvestorHolder, in addition to all other amounts contemplated in other provisions of the Transaction Documents, and not in lieu thereof, the Buy-In Adjustment Amount (as defined below). The "Buy-In Adjustment Amount" is the amount equal to the excess, if any, of (x) such InvestorHolder's total purchase price (including brokerage commissions, if any) for the Covering Shares over (y) the net proceeds (after brokerage commissions, if any) received by such Investor from the sale of the Sold Shares. The Company shall pay the Buy-In Adjustment Amount to such Investor Holder in immediately available funds immediately upon demand by such InvestorHolder. By way of illustration and not in limitation of the foregoing, if such Investor Holder purchases Covering Shares having a total purchase price (including brokerage commissions) of $11,000 to cover a Buy-In with respect to shares of Common Stock that it sold for net proceeds of $10,000, the Buy-In Adjustment Amount that the Company will be required to pay to such Investor Holder will be $1,000.

COVER. If the Company fails for any reason to deliver the Put Shares on such Closing Date and the holder of the Put Shares (a "InvestorINVESTOR") purchases, in an open market transaction or otherwise, shares of Common Stock (the "Covering SharesCOVERING SHARES") in order to make delivery in satisfaction of a sale of Common Stock by such Investor (the "Sold SharesSOLD SHARES"), which delivery such Investor anticipated to make using the Put Shares (a "BuyBUY-InIN"), then the Company shall pay to such Investor, in addition to all other amounts contemplated in other provisions of the Transaction Documents, and not in lieu thereof, the Buy-In Adjustment Amount (as defined below). The "BuyBUY-In Adjustment AmountIN ADJUSTMENT AMOUNT" is the amount equal to the excess, if any, of (x) such Investor's Investor"s total purchase price (including brokerage commissions, if any) for the Covering Shares over (y) the net proceeds (after brokerage commissions, if any) received by such Investor from the sale of the Sold Shares. The Company shall pay the Buy-In Adjustment Amount to such Investor in immediately available funds immediately upon demand by such Investor. By way of illustration and not in limitation of the foregoing, if such Investor purchases Covering Shares having a total purchase price (including brokerage commissions) of $11,000 to cover a Buy-In with respect to shares of Common Stock that it sold for net proceeds of $10,000, the Buy-In Adjustment Amount that the Company will be required to pay to such Investor will be $1,000.

COVER. If the Company fails number of Shares represented by any Put Notice (s) become restricted or are no longer freely trading for any reason to deliver the Put Shares on such Closing Date and the holder (other than as a result of an action of the Put Shares (a "Investor") ), and after the applicable Closing Date, the Investor purchases, in an open market transaction or otherwise, shares of the Company's Common Stock (the "Covering Shares") in order to make delivery in satisfaction of a sale of Common Stock by such the Investor (the "Sold Shares"), which delivery such Investor anticipated to make using the Shares represented by the Put Shares Notice (a "Buy-In"), then the Company shall pay to such Investor, in addition to all other amounts contemplated in other provisions of the Transaction Documents, and not in lieu thereof, Investor the Buy-In Adjustment Amount (as defined below). The "Buy-In Adjustment Amount" is the amount equal to the excess, if any, of (xA) such the Investor's total purchase price (including brokerage commissions, if any) for the Covering Shares over (yB) the net proceeds (after brokerage commissions, if any) received by such the Investor from the sale of the Sold Shares. The Company shall pay the Buy-In Adjustment Amount to such the Investor in immediately available funds immediately upon demand by such the Investor. By way of illustration and not in limitation of the foregoing, if such the Investor purchases Covering Shares Common Stock having a total purchase price (including brokerage commissions) of $11,000 to cover a Buy-In with respect to shares of the Common Stock that it sold for net proceeds of $10,000, the Buy-In Adjustment Amount that which the Company will be required to pay to such the Investor will be $1,000.

COVER. If the Company fails for any reason to deliver the Put Shares on such Closing Date and the holder of the Put Shares (a "InvestorHOLDER") purchases, in an open market transaction or otherwise, shares of Common Stock (the "Covering SharesCOVERING SHARES") in order to make delivery in satisfaction of a sale of Common Stock by such Investor Holder (the "Sold SharesSOLD SHARES"), which delivery such Investor Holder anticipated to make using the Put Shares (a "BuyBUY-InIN"), then the Company shall pay to such Investor, in addition to all other amounts contemplated in other provisions of the Transaction Documents, and not in lieu thereof, the Buy-In Adjustment Amount (as defined below)Amount. The "BuyBUY-In Adjustment AmountIN ADJUSTMENT AMOUNT" is the amount equal to the excess, if any, of (x) such Investor's Investor"s total purchase price (including brokerage commissions, if any) for the Covering Shares over (y) the net proceeds (after brokerage commissions, if any) received by such Investor from the sale of the Sold Shares. The Company shall pay the Buy-In Adjustment Amount to such Investor in immediately available funds immediately upon demand by such Investor. By way of illustration and not in limitation of the foregoing, if such Investor purchases Covering Shares having a total purchase price (including brokerage commissions) of $11,000 to cover a Buy-In with respect to shares of Common Stock that it sold for net proceeds of $10,000, the Buy-In Adjustment Amount that the Company will be required to pay to such Investor will be $1,000.

COVER. If the Company fails number of Shares represented by any Put Notices become restricted or are no longer freely trading for any reason to deliver reason, and after the Put Shares on such applicable Closing Date and Date, the holder of the Put Shares (a "Investor") Investor purchases, in an open market transaction or otherwise, shares of the Company's Common Stock (the "Covering Shares") in order to make delivery in satisfaction of a sale of Common Stock by such the Investor (the "Sold Shares"), which delivery such Investor anticipated to make using the Shares represented by the Put Shares Notice (a "Buy-In"), then the Company shall pay to such the Investor, in addition to all other amounts contemplated in other provisions lieu of the Transaction Documents, and not in lieu thereofRepurchase Option, the Buy-In Adjustment Amount (as defined below). The "Buy-In Adjustment Amount" is the amount equal to the excess, if any, of (xa) such the Investor's total purchase price (including brokerage commissions, if any) for the Covering Shares over (yb) the net proceeds (after brokerage commissions, if any) received by such the Investor from the sale of the Sold Shares. The Company shall pay the Buy-In Adjustment Amount to such the Investor in immediately available funds immediately upon demand by such the Investor. By way of illustration and not in limitation of the foregoing, if such the Investor purchases Covering Shares Common Stock having a total purchase price (including brokerage commissions) of $11,000 to cover a Buy-In with respect to shares of the Common Stock that it sold for net proceeds of $10,000, the Buy-In Adjustment Amount that which the Company will be required to pay to such the Investor will be $1,000.

COVER. If Other than due to the failure of the holder's broker to initiate the FAST process, if the Company fails for any reason to deliver the Put Shares on such Closing Date or within two business days thereafter, and the holder of the Put Shares (a "Investor") purchases, in an open market transaction or otherwise, shares of Common Stock (the "Covering Shares") in order to make delivery in satisfaction of a sale of Common Stock by such Investor (the "Sold Shares"), which delivery such Investor anticipated to make using the Put Shares (a "Buy-In"), then the Company shall pay to such Investor, in addition to all other amounts contemplated in other provisions of the Transaction Documents, and not in lieu thereof, the Buy-In Adjustment Amount (as defined below). The "Buy-In Adjustment Amount" is the amount equal to the excess, if any, of (x) such Investor's total purchase price (including brokerage commissions, if any) for the Covering Shares over (y) the net proceeds (after brokerage commissions, if any) received by such Investor from the sale of the Sold Shares. The Company shall pay the Buy-In Adjustment Amount to such Investor in immediately available funds immediately upon demand by such Investor. By way of illustration and not in limitation of the foregoing, if such Investor purchases Covering Shares having a total purchase price (including brokerage commissions) of $11,000 to cover a Buy-In with respect to shares of Common Stock that it sold for net proceeds of $10,000, the Buy-In Adjustment Amount that the Company will be required to pay to such Investor will be $1,000.

COVER. If the Company fails for any reason to deliver the Put Shares on such within two Trading Days after a Closing Date and the holder of the Put Shares (a "Investor") Investor purchases, in an open market transaction or otherwise, shares of Common Stock (the "Covering Shares") in order to make delivery in satisfaction of a sale of Common Stock by such Investor (the "Sold Shares"), which delivery such Investor anticipated to make using the Put Shares (a "Buy-In"), then the Company shall pay to such Investor, in addition to all other amounts contemplated in other provisions of the Transaction Documents, and not in lieu thereof, the Buy-In Adjustment Amount (as defined below). The "Buy-In Adjustment Amount" is the amount equal to the excess, if any, of (x) such Investor's total purchase price (including brokerage commissions, if any) for the Covering Shares over (y) the net proceeds (after brokerage commissions, if any) received by such Investor from the sale of the Sold Shares. The Company shall pay the Buy-In Adjustment Amount to such Investor in immediately available funds immediately upon demand by such Investor. By way of illustration and not in limitation of the foregoing, if such Investor purchases Covering Shares having a total purchase price (including brokerage commissions) of $11,000 to cover a Buy-In with respect to shares of Common Stock that it sold for net proceeds of $10,000, the Buy-In Adjustment Amount that the Company will be required to pay to such Investor will be $1,000.

COVER. If the Company fails number of Shares represented by any Put Notice (s) become restricted or such Shares are no longer free trading for any reason to deliver reason, and after the Put Shares on such applicable Closing Date and Date, the holder of the Put Shares (a "Investor") Investor purchases, in an open market transaction or otherwise, shares of the Company's Common Stock (the "Covering Shares") in order to make delivery in satisfaction of a sale of Common Stock by such the Investor on or after the applicable Closing Date in compliance with this Agreement and the Registration Rights Agreement (the "Sold Shares"), which delivery such Investor anticipated to make using the Shares represented by the Put Shares Notice (a "Buy-In"), then the Company shall pay to such Investor, in addition to all other amounts contemplated in other provisions of the Transaction Documents, and not in lieu thereof, Investor the Buy-In Adjustment Amount (as defined below). The "Buy-In Adjustment Amount" is the amount equal to the excess, if any, of (xA) such the Investor's total purchase price (including brokerage commissions, if any) for the Covering Shares over (yB) the net proceeds (after brokerage commissions, if any) received by such the Investor from the sale of the Sold Shares. The Company shall pay the Buy-In Adjustment Amount to such the Investor in immediately available funds immediately upon demand by such the Investor. By way of illustration and not in limitation of the foregoing, if such the Investor purchases Covering Shares Common Stock having a total purchase price (including brokerage commissions) of $11,000 to cover a Buy-In with respect to shares of the Common Stock that it sold for net proceeds of $10,000, the Buy-In Adjustment Amount that which the Company will be required to pay to such the Investor will be $1,000.

COVER. If the Company fails for any reason, other than by reason of Investor’s failure to satisfy the conditions precedent to the Company’s obligation to issue and sell Common Stock under Article VII of this Agreement, to take or cause to be taken all steps necessary on the part of the Company to deliver the Put Shares on such Closing Date and the holder of the Put Shares (a "Investor") Investor purchases, in an open market transaction or otherwise, shares of Common Stock (the "Covering Shares") in order to make delivery in satisfaction of a sale of Common Stock by such the Investor (the "Sold Shares"), which delivery such the Investor anticipated to make using the Put Shares (a "Buy-In"), then the Company shall pay to such Investor, in addition to all other amounts contemplated in other provisions of the Transaction Documents, and not in lieu thereof, the Buy-In Adjustment Amount (as defined below). The "Buy-In Adjustment Amount" is the amount equal to the excess, if any, of (x) such Investor's ’s total purchase price (including brokerage commissions, if any) for the Covering Shares over (y) the net proceeds (after brokerage commissions, if any) received by such Investor from the sale of the Sold Shares. The Company shall pay the Buy-In Adjustment Amount to such Investor in immediately available funds immediately upon demand by such Investor. By way of illustration and not in limitation of the foregoing, if such Investor purchases Covering Shares having a total purchase price (including brokerage commissions) of $11,000 to cover a Buy-In with respect to shares of Common Stock that it sold for net proceeds of $10,000, the Buy-In Adjustment Amount that the Company will be required to pay to such Investor will be $1,000.

COVER. If If, by the relevant Delivery Date, the Company fails for any reason to deliver the Put Unlegended Shares on and after such Closing Date and Delivery Date, the holder of the Put Shares (a "InvestorHolder") purchases, in an open market transaction or otherwise, shares of Common Stock (the "Covering Shares") in order to make delivery in satisfaction of a sale of Common Stock by such Investor the Holder (the "Sold Shares"), which delivery such Investor Holder anticipated to make using the Put Shares to be issued upon such conversion (a "Buy-In"), then the Company shall pay to such Investorthe Holder, in addition to all other amounts contemplated in other provisions of the Transaction DocumentsAgreements, and not in lieu thereof, the Buy-In Adjustment Amount (as defined below). The "Buy-In Adjustment Amount" is the amount equal to the excess, if any, of (x) such Investorthe Holder's total purchase price (including brokerage commissions, if any) for the Covering Shares over (y) the net proceeds (after brokerage commissions, if any) received by such Investor the Holder from the sale of the Sold Shares. The Company shall pay the Buy-In Adjustment Amount to such Investor the Company in immediately available funds immediately upon demand by such Investorthe Holder. By way of illustration and not in limitation of the foregoing, if such Investor the Holder purchases Covering Shares shares of Common Stock having a total purchase price (including brokerage commissions) of $11,000 to cover a Buy-In with respect to shares of Common Stock that it sold for net proceeds of $10,000, the Buy-In Adjustment Amount that the which Company will be required to pay to such Investor the Holder will be $1,000.

COVER. If the Company fails for any reason to deliver the Put Shares on such Closing Date and the holder of Investor, after the Put Shares (a "Investor") Closing Date, purchases, in an open market transaction or otherwise, shares of Common Stock (the "Covering Shares") in order to make delivery in satisfaction of a sale of Common Stock by such Investor (the "Sold Shares"), which delivery such Investor anticipated to make using the Put Shares (a "Buy-In"), then the Company shall pay to such Investor, in addition to all other amounts contemplated in other provisions of the Transaction Documents, and not in lieu thereof, the Buy-In Adjustment Amount (as defined below). The "Buy-In Adjustment Amount" is the amount equal to the excess, if any, of (x) such Investor''s total purchase price (including brokerage commissions, if any) for the Covering Shares over (y) the net proceeds (after brokerage commissions, if any) received by such Investor from the sale of the Sold Shares. The Company shall pay the Buy-In Adjustment Amount to such Investor in immediately available funds immediately upon demand by such Investor. By way of illustration and not in limitation of the foregoing, if such Investor purchases Covering Shares having a total purchase price (including brokerage commissions) of $11,000 to cover a Buy-In with respect to shares of Common Stock that it sold for net proceeds of $10,000, the Buy-In Adjustment Amount that the Company will be required to pay to such Investor will be $1,000.

COVER. If the Company fails for any reason, other than by reason of Investor’s failure to satisfy the conditions precedent to the Company’s obligation to issue and sell Common Stock under Article VII of this Agreement, to take or cause to be taken all steps necessary on the part of the Company to deliver the Put Shares on such Closing Date and the holder of the Put Shares (a "Investor") Investor purchases, in an open market transaction or otherwise, shares of Common Stock (the "“Covering Shares"”) in order to make delivery in satisfaction of a sale of Common Stock by such the Investor (the "“Sold Shares"”), which delivery such the Investor anticipated to make using the Put Shares (a "“Buy-In"”), then the Company shall pay to such Investor, in addition to all other amounts contemplated in other provisions of the Transaction Documents, and not in lieu thereof, the Buy-In Adjustment Amount (as defined below). The "“Buy-In Adjustment Amount" ” is the amount equal to the excess, if any, of (x) such Investor's ’s total purchase price (including brokerage commissions, if any) for the Covering Shares over (y) the net proceeds (after brokerage commissions, if any) received by such Investor from the sale of the Sold Shares. The Company shall pay the Buy-In Adjustment Amount to such Investor in immediately available funds immediately upon demand by such Investor. By way of illustration and not in limitation of the foregoing, if such Investor purchases Covering Shares having a total purchase price (including brokerage commissions) of $11,000 to cover a Buy-In with respect to shares of Common Stock that it sold for net proceeds of $10,000, the Buy-In Adjustment Amount that the Company will be required to pay to such Investor will be $1,000.

COVER. If the Company fails for any reason to deliver the Put Unlegended Shares on after such Closing Delivery Date and the holder of the Put Initial Shares (a "InvestorHOLDER") purchases, in an open market transaction or otherwise, shares of Common Stock (the "Covering SharesCOVERING SHARES") in order to make delivery in satisfaction of a sale of Common Stock by such Investor Holder (the "Sold SharesSOLD SHARES"), which delivery such Investor Holder anticipated to make using the Put Unlegended Shares (a "BuyBUY-InIN"), then the Company shall pay to such InvestorHolder, in addition to all other amounts contemplated in other provisions of the Transaction Documents, and not in lieu thereof, the Buy-In Adjustment Amount (as defined below). The "BuyBUY-In Adjustment AmountIN ADJUSTMENT AMOUNT" is the amount equal to the excess, if any, of (x) such InvestorHolder's total purchase price (including brokerage commissions, if any) for the Covering Shares over (y) the net proceeds (after brokerage commissions, if any) received by such Investor Holder from the sale of the Sold Shares. The Company shall pay the Buy-In Adjustment Amount to such Investor Holder in immediately available funds immediately upon demand by such InvestorHolder. By way of illustration and not in limitation of the foregoing, if such Investor Holder purchases Covering Shares having a total purchase price (including brokerage commissions) of $11,000 to cover a Buy-In with respect to shares of Common Stock that it sold for net proceeds of $10,000, the Buy-In Adjustment Amount that the Company will be required to pay to such Investor Holder will be $1,000.

COVER. If the Company fails for any reason to take or cause to be taken all steps necessary on the part of the Company to deliver the Put Shares on such Closing Date and the holder of the Put Shares (a "Investor") Investor purchases, in an open market transaction or otherwise, shares of Common Stock (the "“Covering Shares"”) in order to make delivery in satisfaction of a sale of Common Stock by such Investor (the "“Sold Shares"”), which delivery such Investor anticipated to make using the Put Shares (a "“Buy-In"”), then the Company shall pay to such Investor, in addition to all other amounts contemplated in other provisions of the Transaction Documents, and not in lieu thereof, the Buy-In Adjustment Amount (as defined below). The "“Buy-In Adjustment Amount" ” is the amount equal to the excess, if any, of (x) such Investor's ’s total purchase price (including brokerage commissions, if any) for the Covering Shares over (y) the net proceeds (after brokerage commissions, if any) received by such Investor from the sale of the Sold Shares. The Company shall pay the Buy-In Adjustment Amount to such Investor in immediately available funds immediately upon demand by such Investor. By way of illustration and not in limitation of the foregoing, if such Investor purchases Covering Shares having a total purchase price (including brokerage commissions) of $11,000 to cover a Buy-In with respect to shares of Common Stock that it sold for net proceeds of $10,000, the Buy-In Adjustment Amount that the Company will be required to pay to such Investor will be $1,000.

COVER. If If, by the relevant Delivery Date, the Company fails for any reason to deliver the Put Shares on to be issued pursuant to Section 8.2 and after such Closing Date and Delivery Date, the holder of the Put Shares securities (a "InvestorHolder") purchases, in an open market transaction or otherwise, the shares of Common Stock (the "Covering Shares") in order to make delivery in satisfaction of a sale of shares of Common Stock by such Investor the Holder (the "Sold Shares"), which delivery such Investor Holder anticipated to make using the Put Shares to be issued upon such conversion (a "Buy-In"), then the Company shall pay to such Investorthe Holder, in addition to all other amounts contemplated in other provisions of the Transaction DocumentsAgreements, and not in lieu thereof, the Buy-In Adjustment Amount (as defined below). The "Buy-In Adjustment Amount" is the amount equal to the excess, if any, of (x) such Investorthe Holder's total purchase price (including brokerage commissions, if any) for the Covering Shares over (y) the net proceeds (after brokerage commissions, if any) received by such Investor the Holder from the sale of the Sold Shares. The Company shall pay the Buy-In Adjustment Amount to such Investor the Company in immediately available funds immediately upon demand by such Investorthe Holder. By way of illustration and not in limitation of the foregoing, if such Investor the Holder purchases Covering Shares shares of Common Stock having a total purchase price (including brokerage commissions) of $11,000 to cover a Buy-In with respect to the shares of Common Stock that it sold for net proceeds of $10,000, the Buy-In Adjustment Amount that the which Company will be required to pay to such Investor the Holder will be $1,000.

COVER. If the Company fails number of Shares represented by any Put Notice (s) become restricted or are no longer freely trading for any reason to deliver reason, and after the Put Shares on such applicable Closing Date and Date, the holder of the Put Shares (a "Investor") Investor purchases, in an open market transaction or otherwise, shares of the Company's Common Stock (the "Covering Shares") in order to make delivery in satisfaction of a sale of Common Stock by such the Investor (the "Sold Shares"), which delivery such Investor anticipated to make using the Shares represented by the Put Shares Notice (a "Buy-In"), then the Company shall pay to such Investor, in addition to all other amounts contemplated in other provisions of the Transaction Documents, and not in lieu thereof, Investor the Buy-In Adjustment Amount (as defined below). The "Buy-In Adjustment Amount" is the amount equal to the excess, if any, of (xA) such the Investor's total purchase price (including brokerage commissions, if any) for the Covering Shares over (yB) the net proceeds (after brokerage commissions, if any) received by such the Investor from the sale of the Sold Shares. The Company shall pay the Buy-In Adjustment Amount to such the Investor in immediately available funds immediately upon demand by such the Investor. By way of illustration and not in limitation of the foregoing, if such the Investor purchases Covering Shares Common Stock having a total purchase price (including brokerage commissions) of $11,000 to cover a Buy-In with respect to shares of the Common Stock that it sold for net proceeds of $10,000, the Buy-In Adjustment Amount that which the Company will be required to pay to such the Investor will be $1,000. Under no circumstances shall Investor sell an amount of the Company's Common Stock greater than that amount represented by any and all outstanding Put Notices, past or current, unless specifically directed by the Company, in writing, to do so.

COVER. If the Company fails number of Shares represented by any Put Notices ----- become restricted or are no longer freely trading for any reason to deliver reason, and after the Put Shares on such applicable Closing Date and Date, the holder of the Put Shares (a "Investor") Investor purchases, in an open market transaction or otherwise, shares of the Company's Common Stock (the "Covering Shares") in order to --------------- make delivery in satisfaction of a sale of Common Stock by such the Investor (the "Sold Shares"), which delivery such Investor anticipated to make using the ------------ Shares represented by the Put Shares Notice (a "Buy-In"), then the Company shall pay to such Investor, in addition to all other amounts contemplated in other provisions of the Transaction Documents, and not in lieu thereof, ------ Investor the Buy-In Adjustment Amount (as defined below). The "Buy-In Adjustment ----------------- Amount" is the amount equal to the excess, if any, of (xA) such the Investor's ------ total purchase price (including brokerage commissions, if any) for the Covering Shares over (yB) the net proceeds (after brokerage commissions, if any) received by such the Investor from the sale of the Sold Shares. The Company shall pay the Buy-In Adjustment Amount to such the Investor in immediately available funds immediately upon demand by such the Investor. By way of illustration and not in limitation of the foregoing, if such the Investor purchases Covering Shares Common Stock having a total purchase price (including brokerage commissions) of $11,000 to cover a Buy-In with respect to shares of the Common Stock that it sold for net proceeds of $10,000, the Buy-In Adjustment Amount that which the Company will be required to pay to such the Investor will be $1,000.

COVER. If If, the Company fails number of Shares represented by any Put Notice become restricted or are no longer freely trading for any reason reason, except if due to deliver an act or inaction by Investor, and after the Put Shares on such applicable Closing Date and Date, the holder of the Put Shares (a "Investor") Investor purchases, in an open market transaction or otherwise, shares of the Company's Common Stock (the "Covering Shares") in order to make delivery in satisfaction of a sale of Common Stock by such the Investor (the "Sold Shares"), which delivery such Investor anticipated (prior to any knowledge of the impending restriction or loss of free tradability) to make using the Shares represented by the Put Shares Notice (a "Buy-In"), then the Company shall pay to such Investor, in addition to all other amounts contemplated in other provisions of the Transaction Documents, and not in lieu thereof, Investor the Buy-In Adjustment Amount (as defined below). The "Buy-In Adjustment Amount" is the amount equal to the excess, if any, of (xa) such the Investor's total purchase price (including brokerage commissions, if any) for the Covering Shares over (yb) the net proceeds (after brokerage commissions, if any) received by such the Investor from the sale of the Sold Shares. The Company shall pay the Buy-In Adjustment Amount to such the Investor in immediately available funds immediately upon demand by such the Investor. By way of illustration and not in limitation of the foregoing, if such the Investor purchases Covering Shares Common Stock having a total purchase price (including brokerage commissions) of $11,000 to cover a Buy-In with respect to shares of the Common Stock that it sold for net proceeds of $10,000, the Buy-In Adjustment Amount that which the Company will be required to pay to such the Investor will be $1,000.

COVER. If the Company fails number of Shares represented by any Put Notices ----- become restricted or are no longer freely trading for any reason to deliver reason, and after the Put Shares on such applicable Closing Date and Date, the holder of the Put Shares (a "Investor") Investor purchases, in an open market transaction or otherwise, shares of the Company's Common Stock (the "Covering Shares") in order to --------------- make delivery in satisfaction of a sale of Common Stock by such the Investor (the "Sold Shares"), which delivery such Investor anticipated to make using the ---------- Shares represented by the Put Shares Notice (a "Buy-In"), then the Company shall pay to such Investor, in addition to all other amounts contemplated in other provisions of the Transaction Documents, and not in lieu thereof, -- ------ Investor the Buy-In Adjustment Amount (as defined below). The "Buy-In ------ Adjustment Amount" is the amount equal to the excess, if any, of (xA) such the --------- Investor's total purchase price (including brokerage commissions, if any) for the Covering Shares over (yB) the net proceeds (after brokerage commissions, if any) received by such the Investor from the sale of the Sold Shares. The Company shall pay the Buy-In Adjustment Amount to such the Investor in immediately available funds immediately upon demand by such the Investor. By way of illustration and not in limitation of the foregoing, if such the Investor purchases Covering Shares Common Stock having a total purchase price (including brokerage commissions) of $11,000 to cover a Buy-In with respect to shares of the Common Stock that it sold for net proceeds of $10,000, the Buy-In Adjustment Amount that which the Company will be required to pay to such the Investor will be $1,000.

COVER. If If, by the relevant Delivery Date, the Company fails for any reason to deliver the Put unlegended Shares on to be issued pursuant to Section 9.2 and after such Closing Date and the holder of the Put Shares (a "Investor") Delivery Date, Purchaser purchases, in an open market transaction or otherwise, shares of Common Stock (the "Covering Shares") in order to make delivery in satisfaction of a sale of Common Stock by such Investor Purchaser (the "Sold Shares"), which delivery such Investor Purchaser anticipated to make using the Put Shares shares to be issued upon such conversion (a "Buy-In"), then the Company shall pay to such InvestorPurchaser, in addition to all other amounts contemplated in other provisions of the Transaction Documents, and not in lieu thereof, the Buy-In Adjustment Amount (as defined below). The "Buy-In Adjustment Amount" is the amount equal to the excess, if any, of (x) such InvestorPurchaser's total purchase price (including brokerage commissions, if any) for the Covering Shares over (y) the net proceeds (after brokerage commissions, if any) received by such Investor Purchaser from the sale of the Sold Shares. The Company shall pay the Buy-In Adjustment Amount to such Investor the Company in immediately available funds immediately upon demand by such InvestorPurchaser. By way of illustration and not in limitation of the foregoing, if such Investor Purchaser purchases Covering Shares shares of Common Stock having a total purchase price (including brokerage commissions) of eleven thousand dollars ($11,000 11,000) to cover a Buy-In with respect to shares of Common Stock that it sold for net proceeds of ten thousand dollars ($10,000), the Buy-In Adjustment Amount that the which Company will be required to pay to such Investor Purchaser will be one thousand dollars ($1,000).

COVER. If the Company fails for any reason to take or cause to be taken all steps necessary on the part of the Company to deliver the Put Purchase Shares on such Closing Date and the holder of the Put Shares (a "Investor") Investor purchases, in an open market transaction or otherwise, shares of Common Stock (the "Covering Shares") in order to make delivery in satisfaction of a sale of Common Stock by such the Investor (the "Sold Shares"), which delivery such the Investor anticipated to make using the Put Purchase Shares (a "Buy-In"), then the Company shall pay to such Investor, in addition to all other amounts contemplated in other provisions of the Transaction Documentsthis Agreement and all related documents, and not in lieu thereof, the Buy-In Adjustment Amount (as defined below). The "Buy-In Adjustment Amount" is the amount equal to the excess, if any, of (x) such Investor's ’s total purchase price (including brokerage commissions, if any) for the Covering Shares over (y) the net proceeds (after brokerage commissions, if any) received by such Investor from the sale of the Sold Shares. The Company shall pay the Buy-In Adjustment Amount to such Investor in immediately available funds immediately upon demand by such Investor. By way of illustration and not in limitation of the foregoing, if such Investor purchases Covering Shares having a total purchase price (including brokerage commissions) of $11,000 to cover a Buy-In with respect to shares of Common Stock that it sold for net proceeds of $10,000, the Buy-In Adjustment Amount that the Company will be required to pay to such Investor will be $1,000.

COVER. If If, the Company fails number of Shares represented by any Put Notices become restricted or are no longer freely trading for any reason to deliver reason, and after the Put Shares on such applicable Closing Date and Date, the holder of the Put Shares (a "Investor") Investor purchases, in an open market transaction or otherwise, shares of the Company's Common Stock (the "Covering Shares") in order to make delivery in satisfaction of a sale of Common Stock by such the Investor (the "Sold Shares"), which delivery such Investor anticipated to make using the Shares represented by the Put Shares Notice (a "Buy-In")) so long as the shares issuable pursuant to the Put Notice were freely trading at the time of conversion,, then the Company shall pay to such the Investor, in addition to all other amounts contemplated in other provisions lieu of the Transaction Documents, and not in lieu thereofRepurchase Option, the Buy-In Adjustment Amount (as defined below). The "Buy-In Adjustment Amount" is the amount equal to the excess, if any, of (xa) such the Investor's total purchase price (including brokerage commissions, if any) for the Covering Shares over (yb) the net proceeds (after brokerage commissions, if any) received by such the Investor from the sale of the Sold Shares. The Company shall pay the Buy-In Adjustment Amount to such the Investor in immediately available funds immediately upon demand by such the Investor. By way of illustration and not in limitation of the foregoing, if such the Investor purchases Covering Shares Common Stock having a total purchase price (including brokerage commissions) of $11,000 to cover a Buy-In with respect to shares of the Common Stock that it sold for net proceeds of $10,000, the Buy-In Adjustment Amount that which the Company will be required to pay to such the Investor will be $1,000.

COVER. If If, the Company fails number of Shares represented by any Put Notices become restricted or are no longer freely trading for any reason to deliver reason, and after the Put Shares on such applicable Closing Date and Date, the holder of the Put Shares (a "Investor") Investor purchases, in an open market transaction or otherwise, shares of the Company's Common Stock (the "Covering Shares") in order to make delivery in satisfaction of a sale of Common Stock by such the Investor (the "Sold Shares"), which delivery such Investor anticipated to make using the Shares represented by the Put Shares Notice (a "Buy-In"), then the Company shall pay to such the Investor, in addition to all other amounts contemplated in other provisions of the Transaction Documents, and not in lieu thereof, the Buy-In Adjustment Amount (as defined below). The "Buy-In Adjustment Amount" is the amount equal to the excess, if any, of (x) such the Investor's total purchase price (including brokerage commissions, if any) for the Covering Shares over (y) the net proceeds (after brokerage commissions, if any) received by such the Investor from the sale of the Sold Shares. The Company shall pay the Buy-In Adjustment Amount to such the Investor in immediately available funds immediately upon demand by such the Investor. By way of illustration and not in limitation of the foregoing, if such the Investor purchases Covering Shares Common Stock having a total purchase price (including brokerage commissions) of $11,000 to cover a Buy-In with respect to shares of the Common Stock that it sold for net proceeds of $10,000, the Buy-In Adjustment Amount that which the Company will be required to pay to such the Investor will be $1,000.

COVER. If the Company fails for any reason to deliver the Put Shares on such Closing Date and the holder of the Put Shares (a "“Investor"”) purchases, in an open market transaction or otherwise, shares of Common Stock (the "“Covering Shares"”) in order to make delivery in satisfaction of a sale of Common Stock by such Investor (the "“Sold Shares"”), which delivery such Investor anticipated to make using the Put Shares (a "Buy-“Buy In"”), then the Company shall pay to such Investor, in addition to all other amounts contemplated in other provisions of the Transaction Documents, and not in lieu thereof, the Buy-Buy In Adjustment Amount (as defined below). The "Buy-“Buy In Adjustment Amount" ” is the amount equal to the excess, if any, of (x) such Investor's ’s total purchase price (including brokerage commissions, if any) for the Covering Shares over (y) the net proceeds (after brokerage commissions, if any) received by such Investor from the sale of the Sold Shares. The Company shall pay the Buy-Buy In Adjustment Amount to such Investor in immediately available funds immediately upon demand by such Investor. By way of illustration and not in limitation of the foregoing, if such Investor purchases Covering Shares having a total purchase price (including brokerage commissions) of $11,000 to cover a Buy-Buy In with respect to shares of Common Stock that it sold for net proceeds of $10,000, the Buy-Buy In Adjustment Amount that the Company will be required to pay to such Investor will be $1,000.