Common use of Buy-In Rights Clause in Contracts

Buy-In Rights. In addition to any other rights available to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder a certificate or the certificates representing the Warrant Shares pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, 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, 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number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery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 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 Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a 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 Rights. In addition to any other rights available to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder a certificate or the certificates representing the Warrant Shares pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall shall (A) pay in cash to the Holder the amount, if any, 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, 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 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 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 Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a 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 Rights. In addition to any other rights available to the Holderholders of Series A, if the Company fails to cause the Transfer Agent issue to transmit to the Holder a certificate or the certificates representing the Warrant Shares pursuant to an exercise holder, on or before the Warrant Share Delivery DateDate and in accordance with Section 4(b)(ii) hereof, the shares of Common Stock issuable upon conversion of the Series A to which such holder is entitled, and if after such date the Holder holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder holder of the Warrant Shares shares of Common Stock issuable upon conversion of Series A which the Holder holder anticipated receiving upon such exercise conversion (a “Buy-In”), then the Company shall either (A1) pay in cash to the Holder holder the amount, if any, amount by which (x) the Holderholder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1A) the number of Warrant Shares shares of Common Stock issuable upon conversion of Series A that the Company was required to deliver to the Holder holder in connection with the exercise conversion at issue times by (2B) the price at which the sell order giving rise to such purchase obligation was executed, and at which point the Company's obligation to issue such shares of Common Stock being converted shall terminate, or (B2) at the option of the Holder, either reinstate the portion shares of the Warrant Series A and equivalent number of Warrant Shares shares of Common Stock for which such exercise conversion was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise conversion and delivery obligations hereunder. For example, if the Holder holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise conversion of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A1) of the immediately preceding sentence sentence, the Company shall be required may choose to pay to the Holder holder $1,000, at which point the Company's obligation to issue such shares of Common Stock being converted shall terminate. The Holder holder shall provide the Company written notice indicating the amounts payable to the Holder holder in respect of the Buy-In andIn, upon request of together with applicable confirmations and other evidence reasonably requested by the Company, evidence of the amount of such loss. Nothing herein shall limit a Holderholder’s right to pursue any other remedies available to it hereunder, at law or in equity 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 conversion of the Warrant Series A as required pursuant to the terms hereof.

Buy-In Rights. (a) In addition to any other rights available to the Holder, if event that (i) the Company fails shall fail for any reason to deliver Warrant Shares to a Purchaser upon exercise of any Warrants within the time period specified in paragraph (a) of such Warrants or the Company shall fail to remove, or shall fail to cause the Transfer Agent its transfer agent to transmit to the Holder a certificate remove, any restrictive legend on any certificates evidencing Shares, Warrant Shares, Default Shares or the certificates representing the Warrant Shares shares of Common Stock issued pursuant to an exercise on Sections 5 or before 7 of this Agreement (the Warrant Share Delivery Date"Buy-In Shares") as and when required under Section 8(f) of ------------- this Agreement and (ii) thereafter, and if after such date the Holder is required by its broker to Purchaser shall purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver make delivery in satisfaction of a sale by the Holder such Purchaser of (A) the Warrant Shares which the Holder such Purchaser anticipated receiving upon such exercise or (a “B) such unlegended Buy-In”In Shares, as the case may be (in each case, the "Sold Shares"), then the Company ----------- shall pay to such Purchaser (A) pay in cash addition to any other remedies available to the Holder Purchaser) the amount, if any, amount by which (x) the Holder’s such Purchaser's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds shall exceed (y) the net proceeds received by such Purchaser from the sale of the Sold Shares. (b) The Company shall make any payments required pursuant to this Section 6 within five Business Days after receipt of written notice from the Purchaser setting forth the correct calculation of the amount obtained by multiplying (1) due hereunder. Nothing contained herein shall relieve the number of Company from its continuing obligation to deliver Warrant Shares that the Company was required to deliver to the Holder in connection with the upon any such 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 HolderWarrants, either reinstate or 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 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 Holder purchases Common Stock having a total purchase price of $11,000 to cover a unlegended 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 $10,000Shares, under clause (A) of as the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a 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 hereofcase may be.

Buy-In Rights. In addition to any other rights available to the HolderHolders, if the Company fails to cause the Transfer Agent to transmit to the Holder upon a certificate or the certificates representing the Warrant Shares pursuant to an exercise on or before the Warrant Share Delivery DateConversion Failure, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder holder of the Warrant Shares shares of Common Stock issuable upon conversion of Preferred Stock which the Holder anticipated receiving upon such exercise conversion (a “Buy-In”), then the Company Corporation shall (A1) pay in cash to the Holder holder the amount, if any, 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 (1A) the number of Warrant Shares shares of Common Stock issuable upon conversion of Preferred Stock that the Company Corporation was required to deliver to the Holder in connection with the exercise conversion at issue times (2B) the price at which the sell order giving rise to such purchase obligation was executed, and (B2) at the option of the 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 holder the number of shares of Common Stock that would have been issued had the Company Corporation timely complied with its exercise conversion and delivery obligations hereunder. For example, if the Holder holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise conversion of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A1) of the immediately preceding sentence the Company Corporation shall be required to pay to the Holder holder $1,000. The Holder shall provide the Company Corporation written notice indicating the amounts payable to the Holder in respect of the Buy-In andIn, upon request of together with applicable confirmations and other evidence reasonably requested by the Company, evidence of the amount of such lossCorporation. Nothing herein shall limit a Holderholder’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 CompanyCorporation’s failure to timely deliver certificates representing shares of Common Stock upon exercise conversion of the Warrant Preferred Stock as required pursuant to the terms hereof.

Buy-In Rights. In addition to any other rights available to the Holderholders of Series B, if the Company fails to cause the Transfer Agent issue to transmit to the Holder a certificate or the certificates representing the Warrant Shares pursuant to an exercise holder, on or before the Warrant Share Delivery DateDate and in accordance with Section 4(b)(ii) hereof, the shares of Common Stock issuable upon conversion of the Series B to which such holder is entitled, and if after such date the Holder holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder holder of the Warrant Shares shares of Common Stock issuable upon conversion of Series B which the Holder holder anticipated receiving upon such exercise conversion (a “Buy-In”), then the Company shall either (A1) pay in cash to the Holder holder the amount, if any, amount by which (x) the Holderholder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1A) the number of Warrant Shares shares of Common Stock issuable upon conversion of Series B that the Company was required to deliver to the Holder holder in connection with the exercise conversion at issue times by (2B) the price at which the sell order giving rise to such purchase obligation was executed, and at which point the Company's obligation to issue such shares of Common Stock being converted shall terminate, or (B2) at the option of the Holder, either reinstate the portion shares of the Warrant Series B and equivalent number of Warrant Shares shares of Common Stock for which such exercise conversion was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise conversion and delivery obligations hereunder. For example, if the Holder holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise conversion of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A1) of the immediately preceding sentence sentence, the Company shall be required may choose to pay to the Holder holder $1,000, at which point the Company's obligation to issue such shares of Common Stock being converted shall terminate. The Holder holder shall provide the Company written notice indicating the amounts payable to the Holder holder in respect of the Buy-In andIn, upon request of together with applicable confirmations and other evidence reasonably requested by the Company, evidence of the amount of such loss. Nothing herein shall limit a Holderholder’s right to pursue any other remedies available to it hereunder, at law or in equity 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 conversion of the Warrant Series B as required pursuant to the terms hereof.

Buy-In Rights. (a) In addition to any other rights available to the Holder, if event that (i) the Company fails shall fail for any reason to cause deliver Warrant Shares to a Purchaser upon exercise of any Warrants within the Transfer Agent to transmit to the Holder a certificate time period specified in paragraph (a) of such Warrants or the Company shall fail to remove any restrictive legend on any certificates representing the evidencing Shares, Warrant Shares or shares of Common Stock issued pursuant to an exercise on or before Section 5 of this Agreement (the Warrant Share Delivery Date"Buy-In Shares") as and when required under Section 6(f) of this Agreement and (ii) thereafter, and if after such date the Holder is required by its broker to Purchaser shall purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver make delivery in satisfaction of a sale by the Holder such Purchaser of (A) the Warrant Shares which the Holder such Purchaser anticipated receiving upon such exercise or (a “B) such unlegended Buy-In”In Shares, as the case may be (in each case, the "Sold Shares"), then the Company shall pay to such Purchaser (A) pay in cash addition to any other remedies available to the Holder Purchaser) the amount, if any, amount by which (x) the Holder’s such Purchaser's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds shall exceed (y) the net proceeds received by such Purchaser from the sale of the Sold Shares. (b) The Company shall make any payments required pursuant to this Section 5 within five (5) Business Days after receipt of written notice from the Purchaser setting forth the calculation of the amount obtained by multiplying (1) due hereunder. Nothing contained herein shall relieve the number of Company from its continuing obligation to deliver Warrant Shares that the Company was required to deliver to the Holder in connection with the upon any such 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 HolderWarrants, either reinstate or 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 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 Holder purchases Common Stock having a total purchase price of $11,000 to cover a unlegended 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 $10,000Shares, as the case may be. (c) The rights granted under clause (A) of the immediately preceding sentence the Company this Section 5 shall be required applicable only to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect those Purchasers having rights under Section 4 of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a 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 hereofthis Agreement.

Buy-In Rights. In addition to any other rights available to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder a certificate or the certificates representing the Warrant Shares pursuant to an exercise on or before the Warrant Share Required Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, 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, 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 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 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 Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a HolderXxxxxx’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 or Exercise Units upon exercise of the Warrant as required pursuant to the terms hereof.