Common use of Buy-in Procedures and Compensation Clause in Contracts

Buy-in Procedures and Compensation. If a certificate representing the Warrant Shares is not delivered pursuant to the provisions of Section 3.3.2 on or prior to the Warrant Shares Delivery Date, and if after such date the registered holder is required by its broker to purchase (in an open market transaction or otherwise) or the registered holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the registered holder of the Warrant Shares which the registered holder anticipated receiving upon exercise of the Warrant (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder given by written notice to the Company and the Warrant Agent, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. The registered holder shall provide the Company and the Warrant Agent with written notice of the cash amounts referred to in the preceding sentence and, upon request of the Company, evidence thereof. Nothing herein shall limit a registered holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

Buy-in Procedures and Compensation. If In addition to any other rights available to a certificate representing registered holder, if the Company fails to cause its transfer agent to transmit to the registered holder the Warrant Shares is not delivered pursuant to the provisions of Section 3.3.2 an exercise on or prior to before the Warrant Shares Delivery Date, and if after such date date, the registered holder is required by its broker to purchase (in an open market transaction or otherwise) or the registered holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the registered holder of the Warrant Shares which that the registered holder anticipated receiving from the Company upon such exercise of the Warrant (a “Buy-In”), then the Company shall (A) pay in cash to the Holder registered holder the amount amount, if any, by which (x) the Holderregistered holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder registered holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder given by written notice to the Company and the Warrant Agentregistered holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder registered holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the registered holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the registered holder $1,000. The registered holder shall provide the Company and the Warrant Agent with written notice indicating the amounts payable to the registered holder in respect of the cash amounts referred to in the preceding sentence Buy-In and, upon request of the Company, evidence thereofof the amount of such loss. Nothing herein shall limit a registered holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof. Notwithstanding the foregoing, the Company shall not be required to make the payments set forth herein in the case of uncertificated Warrant Shares if the registered holder fails to timely file a request with the Depository Trust Company to receive such uncertificated Warrant Shares.

Buy-in Procedures and Compensation. If In addition to any other rights available to a certificate representing registered holder, if the Company fails to cause the Transfer Agent to transmit to the registered holder the Warrant Shares is not delivered pursuant to the provisions of Section 3.3.2 an exercise on or prior to before the Warrant Shares Delivery Date, and if after such date date, the registered holder is required by its broker to purchase (in an open market transaction or otherwise) or the registered holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the registered holder of the Warrant Shares which that the registered holder anticipated receiving from the Company upon such exercise of the Warrant (a “Buy-In”), then the Company shall (A) pay in cash to the Holder registered holder the amount amount, if any, by which (x) the Holderregistered holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder registered holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder given by written notice to the Company and the Warrant Agentregistered holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder registered holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the registered holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the registered holder $1,000. The registered holder shall provide the Company and the Warrant Agent with written notice indicating the amounts payable to the registered holder in respect of the cash amounts referred to in the preceding sentence Buy-In and, upon request of the Company, evidence thereofof the amount of such loss. Nothing herein shall limit a registered holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof. Notwithstanding the foregoing, the Company shall not be required to make the payments set forth herein in the case of uncertificated Warrant Shares if the registered holder fails to timely file a request with the Depository Trust Company to receive such uncertificated Warrant Shares.

Buy-in Procedures and Compensation. If In addition to any other rights available to a certificate representing registered holder, if the Company fails to cause the Transfer Agent to transmit to the registered holder the Warrant Shares is not delivered pursuant to the provisions of Section 3.3.2 an exercise on or prior to before the Warrant Shares Delivery Date, and if after such date date, the registered holder is required by its broker to purchase (in an open market transaction or otherwise) or the registered holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the registered holder of the Warrant Shares which that the registered holder anticipated receiving from the Company upon such exercise of the Warrant (a “Buy-In”), then the Company shall (A) pay in cash to the Holder registered holder the amount amount, if any, by which (x) the Holderregistered holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder registered holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder given by written notice to the Company and the Warrant Agentregistered holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder registered holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the registered holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the registered holder $1,000. The registered holder shall provide the Company and the Warrant Agent with written notice indicating the amounts payable to the registered holder in respect of the cash amounts referred to in the preceding sentence Buy-In and, upon request of the Company, evidence thereofof the amount of such loss. Nothing herein shall limit a registered holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof. Notwithstanding the foregoing, the Company shall not be required to make the payments set forth herein in the case of uncertificated Warrant Shares if the registered holder fails to timely file a request with the Depository Trust Company to receive such uncertificated Warrant Shares. 4.

Buy-in Procedures and Compensation. If In addition to any other rights available to a certificate representing registered holder, if the Company fails to cause its transfer agent to transmit to the registered holder the Warrant Shares is not delivered pursuant to the provisions of Section 3.3.2 an exercise on or prior to before the Warrant Shares Share Delivery Date, and if after such date date, the registered holder is required by its broker to purchase (in an open market transaction or otherwise) or the registered holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the registered holder of the Warrant Shares which that the registered holder anticipated receiving from the Company upon such exercise of the Warrant (a “Buy-In”), then the Company shall (A) pay in cash to the Holder registered holder the amount amount, if any, by which (x) the Holderregistered holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder registered holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder given by written notice to the Company and the Warrant Agentregistered holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder registered holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the registered holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the registered holder $1,000. The registered holder shall provide the Company and the Warrant Agent with written notice indicating the amounts payable to the registered holder in respect of the cash amounts referred to in the preceding sentence Buy-In and, upon request of the Company, evidence thereofof the amount of such loss. Nothing herein shall limit a registered holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof. Notwithstanding the foregoing, the Company shall not be required to make the payments set forth herein in the case of uncertificated Warrant Shares if the registered holder fails to timely file a request with the Depository to receive such uncertificated Warrant Shares.