Common use of Buy-In Clause in Contracts

Buy-In. If the Company shall fail for any reason or for no reason to issue to such holder unlegended certificates within three (3) Trading Days of receipt of documents necessary for the removal of the legends set forth above (the “Deadline Date”), and if on or after the Trading Date immediately following such three (3) Trading Day period, the Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Purchaser of shares of Common Stock that the Purchaser anticipated receiving from the Company without any restrictive legend (a “Buy-In”), then the Company shall, within three (3) Trading Days after the Purchaser’s request and in the Purchaser’s sole discretion, either (i) pay cash to the Purchaser in an amount equal to the Purchaser’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to deliver to the Purchaser a certificate or certificates representing such number of shares of Common Stock that would have been issued if the Company timely complied with its obligations hereunder and pay cash to the Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (a) such number of shares of Common Stock that the Company was required to deliver to the Purchaser on the Deadline Date, times (b) the closing bid price of the Common Stock on the Deadline Date.

Buy-In. If the Company shall fail for any reason or for no reason to issue to such holder a Purchaser unlegended certificates or book-entry statements within three (3) Trading Days of after receipt of all documents necessary for the removal of the legends legend set forth above (the “Deadline Date”), and then, in addition to all other remedies available to such Purchaser, if on or after the Trading Date Day immediately following such three (3) Trading Day period, the such Purchaser purchases is required to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Purchaser holder of shares of Common Stock that the such Purchaser anticipated receiving from the Company without any restrictive legend (a “Buy-In”), then the Company shall, within three (3) Trading Days after the such Purchaser’s request and in the PurchaserCompany’s sole discretion, either (i) pay cash to the such Purchaser in an amount equal to the such Purchaser’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the shares of Common Stock held by such Purchaser equal to the number of shares of Common Stock so purchased shall be forfeited to the Company and the Company’s obligation to deliver such certificate shall terminate or book-entry statement (and to issue such shares of Common Stock) shall be cancelledterminate, or (ii) promptly honor its obligation to deliver to the such Purchaser a certificate or certificates or book-entry statements representing such number of shares of Common Stock that would have been issued if the Company timely complied with its obligations hereunder and pay cash to the Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (a) such number of shares of Common Stock that Stock, multiplied by (b) the Company was required to deliver to the Purchaser Closing Bid Price on the Deadline Date, times (b) . A Purchaser shall provide the closing bid price Company written notice indicating the amounts payable to such Purchaser in respect of the Common Stock on Buy-In, together with applicable confirmations and other evidence reasonably requested by the Deadline DateCompany.

Buy-In. If the Company shall fail for any reason or for no reason to issue to such holder unlegended certificates within three (3) Trading Days of after the Company’s receipt of documents necessary for the removal of the legends set forth above a legended certificate representing such Securities (the “Deadline Delivery Date”), the Company shall fail to issue and deliver to such Purchaser a certificate representing such Securities that is free from all restrictive and other legends, and if on or after the Trading such Delivery Date immediately following such three (3) Trading Day period, the Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Purchaser of shares of Common Stock that the Purchaser anticipated receiving from the Company without any restrictive legend (a “Buy-In”), then the Company shall, within three (3) Trading Days after the Purchaser’s request and in the Purchaser’s sole discretion, either (i) pay cash to the Purchaser in an amount equal to the Purchaser’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to deliver to the Purchaser a certificate or certificates representing such number of shares of Common Stock that would have been issued if the Company timely complied with its obligations hereunder and pay cash to the Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (a) such number of shares of Common Stock that the Company was required to deliver to the Purchaser on the Deadline Delivery Date, times (b) the closing bid price of the Common Stock on the Deadline Delivery Date.

Buy-In. If the Company shall fail for any reason or for no reason fails to issue to so properly deliver such holder unlegended certificates within three (3) Trading Days or so properly credit the balance account of receipt of documents necessary for such Buyer’s or such Buyer’s nominee with DTC by the removal of the legends set forth above (the “Deadline Required Delivery Date”), and if on or after the Trading Required Delivery Date immediately following such three (3) Trading Day period, the Purchaser Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Purchaser such Buyer of shares of Common Stock that the Purchaser such Buyer anticipated receiving from the Company without any restrictive legend (a “Buy-In”)legend, then then, in addition to all other remedies available to such Buyer, the Company shall, within three (3) Trading Days after the Purchasersuch Buyer’s request and in the Purchasersuch Buyer’s sole discretion, either (i) pay cash to the Purchaser such Buyer in an amount equal to the Purchasersuch Buyer’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate or credit such Buyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to deliver to the Purchaser such Buyer a certificate or certificates or credit such Buyer’s DTC account representing such number of shares of Common Stock that would have been issued if the Company timely complied with its obligations hereunder and pay cash to the Purchaser such Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (aA) such number of shares of Common Stock Shares that the Company was required to deliver to such Buyer by the Purchaser on the Deadline Date, Required Delivery Date times (bB) the closing bid price Closing Sale Price of the Common Stock on the Deadline principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg LP on the Trading Day immediately preceding the Required Delivery Date.

Buy-In. If the Company shall fail for any reason or for no reason to issue to such holder unlegended certificates a Participant a certificate not bearing the legend set forth in Section 2(u) within three (3) Trading Days trading days after receipt by the Company and the Transfer Agent of receipt of all documents necessary for the removal of the legends legend as set forth above in Section 4(a)(ii) (the “Deadline Date”) (such certificate, the “Unlegended Certificate”), and then, in addition to all other remedies available to such Participant, if on or after the Trading Date trading day immediately following such three (3) Trading Day trading day period, the Purchaser such Participant purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Participant of the Purchaser of shares of Common Stock to be represented by the Unlegended Certificate that the Purchaser such Participant anticipated receiving from the Company without any restrictive legend as a result of such Participant’s full compliance with Section 4(a)(ii) (a “Buy-In”), then the Company shall, within three (3) Trading Days trading days after the Purchasersuch Participant’s request and in the Purchasersuch Participant’s sole discretion, either (i) pay cash to the Purchaser Participant in an amount equal to the Purchasersuch Participant’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate shall terminate (and to issue such shares of Common Stock) shall be cancelledterminate, or (ii) promptly honor its obligation to deliver to the Purchaser such Participant a certificate or certificates representing such number of shares of Common Stock that would have been issued if the Company timely complied with its obligations hereunder and pay cash to the Purchaser Participant in an amount equal to the excess (if any) of the Buy-In Price over the product of (a) such number of shares of Common Stock that the Company was required to deliver to the Purchaser on the Deadline DateStock, times (b) the closing bid price of the Common Stock on the Deadline DateDate as reported by the NYSE MKT. The purchaser of shares of Common Stock shall provide the Company written notice indicating the amounts payable to such purchaser in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Company.

Buy-In. If the Company shall fail for any reason or for no reason to issue to such holder an Investor unlegended certificates within three (3) Trading Days of trading days after receipt of all documents necessary for the removal of the legends legend set forth in Section 4(c) above (the “Deadline Date”), and then, in addition to all other remedies available to such Investor, if on or after the Trading Date trading day immediately following such three (3) Trading Day trading day period, the Purchaser purchases such Investor is required to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Purchaser holder of shares of Common Stock that the Purchaser such Investor anticipated receiving from the Company without any restrictive legend (a “Buy-In”), then the Company shall, within three (3) Trading Days trading days after the Purchasersuch Investor’s request and in the PurchaserCompany’s sole discretion, either (i) pay cash to the Purchaser such Investor in an amount equal to the Purchasersuch Investor’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the shares of Common Stock held by such Investor equal to the number of shares of Common Stock so purchased shall be forfeited to the Company and the Company’s obligation to deliver such certificate shall terminate (and to issue such shares of Common Stock) shall be cancelledterminate, or (ii) promptly honor its obligation to deliver to the Purchaser such Investor a certificate or certificates representing such number of shares of Common Stock that would have been issued if the Company timely complied with its obligations hereunder and pay cash to the Purchaser Investor in an amount equal to the excess (if any) of the Buy-In Price over the product of (ax) such number of shares of Common Stock that the Company was required to deliver to the Purchaser on the Deadline DateStock, times multiplied by (by) the closing bid price of on the Common Stock NYSE on the Deadline Date. An Investor shall provide the Company written notice indicating the amounts payable to such Investor in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Company.

Buy-In. If the Company shall fail for any reason or for no reason to issue via DTC to such holder unlegended certificates any Holder Conversion Shares that are free from all restrictive and other legends within three four (34) Trading Days of following receipt of all documents necessary for the removal of the legends legend set forth above (the “Deadline Date”)above, and then, in addition to all other remedies available to such Holder, if on or after the Trading Date Day immediately following such three four (34) Trading Day periodDays, the Purchaser Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Holder of the Purchaser of shares of Common Stock Conversion Shares that the Purchaser such Holder anticipated receiving from the Company without any restrictive legend (a “Buy-In”), then the Company shall, within three four (34) Trading Days after the PurchaserHolder’s request and in the PurchaserHolder’s sole discretion, either (iA) pay in cash to the Purchaser in an Holder the amount equal to by which (x) the PurchaserHolder’s total purchase price (including any brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the “Buy-In Price”), product of (1) the aggregate number of shares of Common Stock that such Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which point the Company’s sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of such Holder, either reissue (if surrendered) the Shares equal to deliver such certificate shall terminate and such shares shall be cancelled, the number of Shares issuable upon conversion of the Shares submitted for conversion or (ii) promptly honor its obligation to deliver to the Purchaser a certificate or certificates representing such Holder the number of shares of Common Stock that would have been issued if the Company had timely complied with its obligations hereunder and pay cash delivery requirements under this Section 4.1. The Holder shall provide the Company written notice, within three (3) Trading Days after the occurrence of a Buy-In, indicating the amounts payable to the Purchaser Holder in an amount equal to the excess (if any) respect of the such Buy-In Price over together with applicable confirmations and other evidence reasonably requested by the product of (a) such number of shares of Common Stock that the Company was required to deliver to the Purchaser on the Deadline Date, times (b) the closing bid price of the Common Stock on the Deadline DateCompany.

Buy-In. If the Company shall fail for any reason or for no reason to issue to such holder a Purchaser unlegended certificates or book-entry statements within three (3) Trading Days of receipt of all documents necessary for the removal of the legends legend set forth above (the “Deadline Date”), and then, in addition to all other remedies available to such Purchaser, if on or after the Trading Date Day immediately following such three (3) Trading Day period, the such Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Purchaser holder of shares of Common Stock that the such Purchaser anticipated receiving from the Company without any restrictive legend (a “Buy-In”), then the Company shall, within three (3) Trading Days after the such Purchaser’s request and in the such Purchaser’s sole discretion, either (i) pay cash to the Purchaser in an amount equal to the such Purchaser’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate shall terminate or book-entry statement (and to issue such shares of Common Stock) shall be cancelledterminate, or (ii) promptly honor its obligation to deliver to the such Purchaser a certificate certificate(s) or certificates book-entry statement representing such number of shares of Common Stock that would have been issued if the Company timely complied with its obligations hereunder and pay cash to the Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (a) such number of shares of Common Stock that the Company was required to deliver to the Purchaser on the Deadline DateStock, times (b) the closing bid price of the Common Stock Closing Bid Price on the Deadline Date.

Buy-In. If the Company shall fail for any reason or for no reason fails to issue to so properly deliver such holder unlegended certificates within three (3) Trading Days of receipt of documents necessary for or so properly credit the removal balance account of the legends set forth above (Purchaser’s or the “Deadline Purchaser’s nominee with DTC by the Required Delivery Date”), and if on or after the Trading Required Delivery Date immediately following such three (3) Trading Day period, the Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Purchaser of shares of Common Stock that the Purchaser anticipated receiving from the Company without any restrictive legend (a “Buy-In”)legend, then then, in addition to all other remedies available to the Purchaser, the Company shall, within three (3) Trading Business Days after the Purchaser’s request and in the Purchaser’s sole discretion, either (i) pay cash to the Purchaser in an amount equal to the Purchaser’s total purchase price consideration (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate or credit the Purchaser’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to deliver to the Purchaser a certificate or certificates or credit the Purchaser’s DTC account representing such number of shares of Common Stock that would have been issued if the Company timely complied with its obligations hereunder and pay cash to the Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (aA) such number of shares of Common Stock New Securities that the Company was required to deliver to the Purchaser on by the Deadline Date, Required Delivery Date times (bB) the closing bid price Closing Sale Price of the Common Stock on the Deadline Trading Day immediately preceding the Required Delivery Date.

Buy-In. If In addition to any other rights available to a Holder, if the Company shall fail for any reason or for no reason fails to issue deliver to the Holder a certificate representing Warrant Shares by the third Trading Day after the date on which delivery of such holder unlegended certificates within three (3) Trading Days of receipt of documents necessary for the removal of the legends set forth above (the “Deadline Date”)certificate is required by this Warrant, and if on or after the Trading Date immediately following such three (3) third Trading Day period, the Purchaser Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Purchaser Holder on or after the Exercise Date of shares of Common Stock the Warrant Shares that the Purchaser Holder anticipated receiving from the Company without any restrictive legend (a “Buy"BUY-In”IN"), then the Company shall, within three (3) Trading Days after the Purchaser’s Holder's request and in the Purchaser’s sole Holder's discretion, either (i) pay cash to the Purchaser Holder in an amount equal to the Purchaser’s Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy"BUY-In Price”IN PRICE"), at which point the Company’s 's obligation to deliver such certificate (and to issue such Common Stock) shall terminate and such shares shall be cancelledterminate, or (ii) promptly honor its obligation to deliver to the Purchaser Holder a certificate or certificates representing such number of shares of Common Stock that would have been issued if the Company timely complied with its obligations hereunder and pay cash to the Purchaser Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (aA) such number of shares of Common Stock that the Company was required to deliver to the Purchaser on the Deadline DateStock, times (bB) the closing bid price Closing Price on the date of the Common Stock event giving rise to the Company's obligation to deliver such certificate. Notwithstanding the foregoing, the Company shall have no liability under this subsection for the Buy-In Price if it has compiled with the requirements of subsection 1.1 above and notwithstanding it using its best efforts to have its transfer agent deliver the Warrant Shares to the Holders within three trading days of the Holder's request such Warrant Shares are not delivered on the Deadline Datea timely basis.

Buy-In. If the Company shall fail for any reason or for no reason to issue to such holder unlegended certificates within three (3) Trading Days of after the Company’s receipt of documents necessary for the removal of the legends set forth above a legended certificate representing such Securities (the “Deadline Delivery Date”), the Company shall fail to issue and deliver to the Purchaser a certificate representing such Securities that is free from all restrictive and other legends, and if on or after the Trading such Delivery Date immediately following such three (3) Trading Day period, the Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Purchaser of shares of Common Stock that the Purchaser anticipated receiving from the Company without any restrictive legend (a “Buy-In”), then the Company shall, within three (3) Trading Days after the Purchaser’s request and in the Purchaser’s sole discretion, either (i) pay cash to the Purchaser in an amount equal to the Purchaser’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to deliver to the Purchaser a certificate or certificates representing such number of shares of Common Stock that would have been issued if the Company timely complied with its obligations hereunder and pay cash to the Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (a) such number of shares of Common Stock that the Company was required to deliver to the Purchaser on the Deadline Delivery Date, times (b) the closing bid price of the Common Stock on the Deadline Delivery Date.

Buy-In. If the Company shall fail for any reason or for no reason to issue to such holder unlegended certificates within three (3) Trading Days of after the Company’s receipt of documents necessary for a legended certificate representing such Securities the removal of the legends set forth above (the “Deadline Date”)Company shall fail to issue and deliver to such Purchaser a certificate representing such Securities that is free from all restrictive and other legends, and if on or after the Trading Date immediately following such three (3) Trading Day period, the Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Purchaser of shares of Common Stock that the Purchaser anticipated receiving from the Company without any restrictive legend (a “Buy-In”), then the Company shall, within three (3) Trading Days after the Purchaser’s request and in the Purchaser’s sole discretion, either (i) pay cash to the Purchaser in an amount equal to the Purchaser’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to deliver to the Purchaser a certificate or certificates representing such number of shares of Common Stock that would have been issued if the Company timely complied with its obligations hereunder and pay cash to the Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (a) such number of shares of Common Stock that the Company was required to deliver to the Purchaser on the Deadline DateStock, times (b) the closing bid price of the Common Stock on the Deadline Datedate of delivery of such legended certificate.

Buy-In. If the Company shall fail for any reason or for no reason to issue to such holder a Purchaser unlegended certificates within three (3) Trading Days of receipt of documents necessary for by the removal of Legend Removal Date, then, in addition to all other remedies available to the legends set forth above (the “Deadline Date”)Purchaser, and if on or after the Trading Date Day immediately following such three (3) Trading Day periodthe Legend Removal Date, the Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock Securities (or a broker or trading counterparty through which the Purchaser has agreed to sell Securities makes such purchase) to deliver in satisfaction of a sale by the Purchaser holder of shares of Common Stock Securities that the Purchaser anticipated receiving from the Company without any restrictive legend (a “Buy-In”), then the Company shall, within three (3) Trading Days after the Purchaser’s request and in the Purchaser’s sole discretiondiscretion but subject to receipt of any required approvals of Governmental Entities and to the receipt of approval from the Treasury if the TARP Preferred Stock is then outstanding or if approval of the Treasury is otherwise required, either (i) pay cash to the Purchaser in an amount equal to the Purchaser’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock Securities so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such Securities) shall terminate and such shares shall be cancelledterminate, or (ii) promptly honor its obligation to deliver to the Purchaser a certificate or certificates representing such number of shares of Common Stock that would have been issued if the Company timely complied with its obligations hereunder Securities and pay cash to the Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (a) such number of shares of Common Stock that the Company was required to deliver to the Purchaser on the Deadline DateSecurities, times (b) the closing bid price of the Common Stock such security on the Deadline Legend Removal Date.

Buy-In. If the Company shall fail for any reason or for no reason to issue to such holder unlegended certificates within three (3) Trading Days of after the Company’s receipt of documents necessary for a legended certificate representing such Shares the removal of the legends set forth above (the “Deadline Date”)Company shall fail to issue and deliver to such Purchaser a certificate representing such Shares that is free from all restrictive and other legends, and if on or after the Trading Date immediately following such three (3) Trading Day period, the Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Purchaser of shares of Common Stock that the Purchaser anticipated receiving from the Company without any restrictive legend (a “Buy-In”), then the Company shall, within three (3) Trading Days after the Purchaser’s request and in the Purchaser’s sole discretion, either (i) pay cash to the Purchaser in an amount equal to the Purchaser’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to deliver to the Purchaser a certificate or certificates representing such number of shares of Common Stock that would have been issued if the Company timely complied with its obligations hereunder and pay cash to the Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (a) such number of shares of Common Stock that the Company was required to deliver to the Purchaser on the Deadline DateStock, times (b) the closing bid price of the Common Stock on the Deadline Datedate of delivery of such legended certificate.

Buy-In. If the Company shall fail for any reason or for no reason to issue to such holder a Purchaser unlegended certificates or legend-free book entry positions within three (3) Trading Days of receipt of all documents necessary for the removal of the legends legend set forth above (the “Deadline Date”), and then, in addition to all other remedies available to such Purchaser, if on or after the Trading Date Day immediately following such three (3) Trading Day period, the such Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Purchaser holder of shares of Common Stock that the such Purchaser anticipated receiving from the Company without any restrictive legend (a “Buy-In”), then the Company shall, within three (3) Trading Days after the such Purchaser’s request and in the such Purchaser’s sole discretion, either (i) pay cash to the Purchaser in an amount equal to the such Purchaser’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate shall terminate or unrestricted book entry position (and to issue such shares of Common Stock) shall be cancelledterminate, or (ii) promptly honor its obligation to deliver to the such Purchaser a certificate or certificates or unrestricted book entry position representing such number of shares of Common Stock that would have been issued if the Company timely complied with its obligations hereunder and pay cash to the Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (a) such number of shares of Common Stock that the Company was required to deliver to the Purchaser on the Deadline DateStock, times (b) the closing bid price of the Common Stock Closing Bid Price on the Deadline Date.

Buy-In. If the Company shall fail for any reason or for no reason to issue to such holder a Purchaser unlegended certificates within three (3) Trading Days of receipt of all documents necessary for the removal of the legends legend set forth above (the “Deadline Date”), and then, in addition to all other remedies available to such Purchaser, if on or after the Trading Date Day immediately following such three (3) Trading Day period, the such Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock (or a broker or trading counterparty through which the Purchaser has agreed to sell shares makes such purchase) to deliver in satisfaction of a sale by the Purchaser holder of shares of Common Stock that the such Purchaser anticipated receiving from the Company without any restrictive legend (a “Buy-In”), then the Company shall, within three (3) Trading Days after the such Purchaser’s request and in the such Purchaser’s sole discretion, either (i) pay cash to the Purchaser in an amount equal to the such Purchaser’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate shall terminate (and to issue such shares of Common Stock) shall be cancelledterminate, or (ii) promptly honor its obligation to deliver to the such Purchaser a certificate or certificates representing such number of shares of Common Stock that would have been issued if the Company timely complied with its obligations hereunder and pay cash to the Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (a) such number of shares of Common Stock that the Company was required to deliver to the Purchaser on the Deadline DateStock, times (b) the closing bid price of the Common Stock Closing Bid Price on the Deadline Date.

Buy-In. If the Company shall fail for any reason or for no reason to issue to such holder the Purchaser unlegended certificates within three (3) Trading Days of receipt of all documents necessary for the removal of the legends legend set forth above (the “Deadline Date”), and then, in addition to all other remedies available to the Purchaser, if on or after the Trading Date Day immediately following such three (3) Trading Day period, the Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock (or a broker or trading counterparty through which the Purchaser has agreed to sell shares makes such purchase) to deliver in satisfaction of a sale by the Purchaser holder of shares of Common Stock that the Purchaser anticipated receiving from the Company without any restrictive legend (a “Buy-In”), then the Company shall, within three (3) Trading Days after the Purchaser’s request and in the Purchaser’s sole discretion, either (i) pay cash to the Purchaser in an amount equal to the Purchaser’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate shall terminate (and to issue such shares of Common Stock) shall be cancelledterminate, or (ii) promptly honor its obligation to deliver to the Purchaser a certificate or certificates representing such number of shares of Common Stock that would have been issued if the Company timely complied with its obligations hereunder and pay cash to the Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (a) such number of shares of Common Stock that the Company was required to deliver to the Purchaser on the Deadline DateStock, times (b) the closing bid price of the Common Stock Closing Bid Price on the Deadline Date.

Buy-In. If the Company shall fail for any reason or for no reason to issue to such holder each Purchaser unlegended certificates within three (3) Trading Days of receipt of all documents necessary for the removal of the legends legend set forth above (the “Deadline Date”), and then, in addition to all other remedies available to each Purchaser, if on or after the Trading Date Day immediately following such three (3) Trading Day period, the each Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock (or a broker or trading counterparty through which each Purchaser has agreed to sell shares makes such purchase) to deliver in satisfaction of a sale by the Purchaser holder of shares of Common Stock that the each Purchaser anticipated receiving from the Company without any restrictive legend (a “Buy-In”), then the Company shall, within three (3) Trading Days after the each Purchaser’s request and in the each Purchaser’s sole discretion, either (i) pay cash to the each Purchaser in an amount equal to the each Purchaser’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate shall terminate (and to issue such shares of Common Stock) shall be cancelledterminate, or (ii) promptly honor its obligation to deliver to the each Purchaser a certificate or certificates representing such number of shares of Common Stock that would have been issued if the Company timely complied with its obligations hereunder and pay cash to the each Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (a) such number of shares of Common Stock that the Company was required to deliver to the Purchaser on the Deadline DateStock, times (b) the closing bid price of the Common Stock Closing Bid Price on the Deadline Date.

Buy-In. If the Company shall fail for any reason or for no reason to issue to such holder a Purchaser unlegended certificates within three (3) Trading Business Days of receipt of documents necessary for the removal of the legends legend set forth above (the “Deadline Date”), and then, in addition to all other remedies available to such Purchaser, if on or after the Trading Date Business Day immediately following such three (3) Trading Business Day period, the such Purchaser or Purchaser’s broker, acting on behalf of such Purchaser, purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Purchaser holder of shares of Common Stock that the such Purchaser anticipated receiving from the Company without any restrictive legend (a “Buy-In”), then the Company shall, within three (3) Trading Business Days after the such Purchaser’s request and in the such Purchaser’s sole discretion, either (i) pay cash to the Purchaser in an amount equal to the such Purchaser’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate shall terminate (and to issue such shares of Common Stock) shall be cancelledterminate, or (ii) promptly honor its obligation to deliver to the such Purchaser a certificate or certificates representing such number of shares of Common Stock that would have been issued if the Company timely complied with its obligations hereunder and pay cash to the Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (a) such number of shares of Common Stock that the Company was required to deliver to the Purchaser on the Deadline DateStock, times (b) the closing bid price of the Common Stock on the Deadline Date.

Buy-In. If the Company shall fail for any reason or for no reason to issue via DTC to such holder unlegended certificates the Purchaser Conversion Shares that are free from all restrictive and other legends within three (3) the number of Trading Days of comprising the Standard Settlement Period following receipt of all documents and information necessary for the removal of the legends legend set forth above (other than a failure caused by incorrect or incomplete information provided by the “Deadline Date”Purchaser to the Company), and then, in addition to all other remedies available to the Purchaser, if on or after the Trading Date Day immediately following such three (3) the number of Trading Day periodDays comprising the Standard Settlement Period, the Purchaser purchases is required to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Purchaser of shares of Common Stock such Conversion Shares that the Purchaser anticipated receiving was entitled to receive from the Company without any restrictive legend (a “Buy-In”), then the Company shall, within three four (34) Trading Days after the Purchaser’s request and in the Purchaser’s sole discretion, either (iA) pay in cash to the Purchaser in an the amount equal to by which (x) the Purchaser’s total purchase price (including any brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the “Buy-In Price”), product of (1) the aggregate number of shares of Common Stock that the Purchaser was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which point the Company’s sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of the Purchaser, either reissue (if surrendered) the Shares equal to deliver such certificate shall terminate and such shares shall be cancelled, the number of Shares submitted for conversion or (ii) promptly honor its obligation to deliver to the Purchaser a certificate or certificates representing such the number of shares of Common Stock that would have been issued if the Company had timely complied with its obligations hereunder and pay cash delivery requirements under this Section 4.1. The Purchaser shall provide the Company written notice, within three (3) Trading Days after the occurrence of a Buy-In, indicating the amounts payable to the Purchaser in an amount equal to the excess (if any) respect of the such Buy-In Price over together with applicable confirmations and other evidence reasonably requested by the product Company. Nothing herein shall limit the Purchaser’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 shares of Common Stock upon conversion of the shares of Series A Preferred Stock as required pursuant to the terms hereof; provided, however, that the Purchaser shall not be entitled to both (ai) require the reissuance of the shares of Series A Preferred Stock submitted for conversion for which such conversion was not timely honored and (ii) receive the number of shares of Common Stock that would have been issued if the Company was required to deliver to the Purchaser on the Deadline Date, times (b) the closing bid price of the Common Stock on the Deadline Datehad timely complied with its delivery requirements under this Section 4.1.

Buy-In. If the Company shall fail for any reason or for no reason to issue to such holder a Purchaser unlegended certificates shares of Common Stock within three (3) Trading Days (or, if the date of this Agreement is on or after September 5, 2017, within two (2) Trading Days) of receipt of all documents necessary for the removal of the legends legend set forth above (the “Deadline Date”), and then, in addition to all other remedies available to such Purchaser, if on or after the Trading Date Day immediately following such three (3) Trading Day periodperiod (or, if the date of this Agreement is on or after September 5, 2017, within two (2) Trading Days), such Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Purchaser holder of shares of Common Stock that the such Purchaser anticipated receiving from the Company without any restrictive legend (a “Buy-In”), then the Company shall, within three (3) Trading Days (or, if the date of this Agreement is on or after the September 5, 2017, within two (2) Trading Days) after such Purchaser’s request and in the such Purchaser’s sole discretion, either (i) pay cash to the Purchaser in an amount equal to the such Purchaser’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate shares of Common Stock shall terminate and such shares shall be cancelledterminate, or (ii) promptly honor its obligation to deliver to the such Purchaser a certificate or certificates representing such number of shares of Common Stock that would have been issued if the Company timely complied with its obligations hereunder and pay cash to the Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (a) such number of shares of Common Stock that the Company was required to deliver to the Purchaser on the Deadline DateStock, times (b) the closing bid price of the Common Stock Closing Bid Price on the Deadline Date.

Buy-In. If the Company shall fail for any reason or for no reason fails to issue to so properly deliver such holder unlegended certificates within three (3) Trading Days or so properly credit the balance account of receipt of documents necessary for such Buyer’s or such Buyer’s nominee with DTC by the removal of the legends set forth above (the “Deadline Required Delivery Date”), and if on or after the Trading Required Delivery Date immediately following such three (3) Trading Day period, the Purchaser Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Purchaser such Buyer of shares of Common Stock that the Purchaser such Buyer anticipated receiving from the Company without any restrictive legend (a “Buy-In”)legend, then then, in addition to all other remedies available to such Buyer, the Company shall, within three (3) Trading Days after the Purchasersuch Buyer’s request and in the Purchasersuch Buyer’s sole discretion, either (i) pay cash to the Purchaser such Buyer in an amount equal to the Purchasersuch Buyer’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate or credit such Buyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to deliver to the Purchaser such Buyer a certificate or certificates or credit such Buyer’s DTC account representing such number of shares of Common Stock that would have been issued if the Company timely complied with its obligations hereunder and pay cash to the Purchaser such Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (aA) such number of shares of Common Stock Shares that the Company was required to deliver to such Buyer by the Purchaser on the Deadline Date, Required Delivery Date times (bB) the closing bid sale price of the Common Stock on the Deadline DateTrading Day immediately preceding the Required Delivery Date (as reported by Bloomberg, LP).

Buy-In. If the Company shall fail for any reason or for no reason to issue to such holder a Purchaser unlegended certificates within three seven (37) Trading Business Days of after receipt of all documents necessary for the removal of the legends legend set forth above above, including, but not limited to the signed and completed Certificate of Sale and customary representation letters reasonably acceptable to the Company (the “Deadline Date”), and such failure is caused by the Transfer Agent’s or the Company’s failure to use commercially reasonable efforts to comply with Section 4.1, then, in addition to all other remedies available to such Purchaser, if on or after the Trading Date Business Day immediately following such three seven (37) Trading Business Day period, the such Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Purchaser holder of shares of Common Stock that the such Purchaser anticipated receiving from the Company without any restrictive legend (a “Buy-In”), then the Company shall, within three seven (37) Trading Business Days after the such Purchaser’s request and in the such Purchaser’s sole discretion, either (i) pay cash to the Purchaser in an amount equal to the such Purchaser’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such shares of Common Stock) shall terminate and such shares Shares shall be cancelled, or (ii) promptly honor its obligation to deliver to the such Purchaser a certificate or certificates representing such number of shares of Common Stock that would have been issued if the Company timely complied with its obligations hereunder and pay cash to the Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (a) such number of shares of Common Stock that the Company was required to deliver to the Purchaser on the Deadline DateStock, times (b) the closing bid price of the Common Stock Closing Bid Price on the Deadline Date.

Buy-In. If the Company shall fail for any reason or for no reason to issue to such holder unlegended certificates within three (3) Trading Days of after the Company’s receipt of documents necessary (i) Securities which are no longer required to bear any restrictive legends and (ii) a request for the removal of the legend or legends set forth above contained therein and any opinions, certificates or declarations contemplated by this Agreement (such third Trading Date, the “Deadline Legend Removal Date”), the Company shall fail to deliver or cause to be delivered to such Purchaser, Securities that are free from all restrictive or other legends and if on or after the Trading such Legend Removal Date immediately following such three (3) Trading Day period, the Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock Shares to deliver in satisfaction of a sale by the Purchaser of shares of Common Stock Shares that the Purchaser anticipated receiving from the Company without any restrictive legend (a “Buy-In”), then the Company shall, within three (3) Trading Days after the Purchaser’s request and in the Purchaser’s sole discretion, either (i) pay cash to the Purchaser in an amount equal to the Purchaser’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to deliver to the Purchaser a certificate or certificates representing such number of shares of Common Stock Shares that would have been issued if the Company timely complied with its obligations hereunder and and, within three (3) Trading Days after Purchaser’s request, pay cash to the Purchaser in an amount equal to the excess (if any) of the Purchaser’s total purchase price (including brokerage commissions, if any) for the Common Shares it purchased in the Buy-In Price over the product of (a) such number of shares of Common Stock Shares that the Company was required to deliver to the Purchaser on the Deadline Legend Removal Date, times (b) the closing bid price of the Common Stock Shares on the Deadline Legend Removal Date.

Buy-In. If the Company shall fail for any reason or for no reason to issue to such holder a Purchaser unlegended certificates within three (3) Trading Days of receipt of all documents necessary for the removal of the legends legend set forth above (the “Deadline Date”), and then, in addition to all other remedies available to such Purchaser, if on or after the Trading Date Day immediately following such three (3) Trading Day period, the such Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock (or a broker or trading counterparty through which the Purchaser has agreed to sell shares makes such purchase) to deliver in satisfaction of a sale by the Purchaser holder of shares of Common Stock that the such Purchaser anticipated receiving from the Company without any restrictive legend (a “Buy-In”), then the Company shall, within three (3) Trading Days after the such Purchaser’s request and in the such Purchaser’s sole discretion, either (i) pay cash to the Purchaser in an amount equal to the such Purchaser’s total purchase price (including reasonable brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate shall terminate (and to issue such shares of Common Stock) shall be cancelledterminate, or (ii) promptly honor its obligation to deliver to the such Purchaser a certificate or certificates representing such number of shares of Common Stock that would have been issued if the Company timely complied with its obligations hereunder and pay cash to the Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (a) such number of shares of Common Stock that the Company was required to deliver to the Purchaser on the Deadline DateStock, times (b) the closing bid price of the Common Stock Closing Bid Price per share on the Deadline Date.