Common use of Compensation for Buy-In on Failure to Timely Deliver Certificates Clause in Contracts

Compensation for Buy-In on Failure to Timely Deliver Certificates. In addition to any other rights available to the Purchaser, if the Company fails to cause the Transfer Agent to transmit to the Purchaser a certificate or the certificates representing the Reserved Shares pursuant to an exercise on or before the Share Delivery Date, and if after such date and prior to the delivery of such certificate or certificates the Purchaser is required by its broker to purchase (in an open market transaction or otherwise) or the Purchaser’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Purchaser of the Reserved Shares which the Purchaser anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Purchaser the amount, if any, by which (x) the Purchaser’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 Reserved Shares that the Company was required to deliver to the Purchaser 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 Purchaser, either reinstate the portion of the Right and equivalent number of Reserved Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded, and the Purchaser shall promptly return to the Company the certificates issued to such Purchaser pursuant to the rescinded Notice of Issuance) or deliver to the Purchaser the number of shares of Common Stock that would have been issued had the Company timely complied with its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 Purchaser 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 Purchaser $1,000. The Purchaser shall provide the Company written notice indicating the amounts payable to the Purchaser in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a 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 certificates representing shares of Common Stock upon exercise of the Right as required pursuant to the terms hereof.

Compensation for Buy-In on Failure to Timely Deliver Certificates. In addition to any other rights available to the PurchaserInpixon, if the Company fails to cause the Transfer Agent to transmit to the Purchaser Inpixon a certificate or the certificates representing the Reserved Rights Shares pursuant to an exercise on or before the Share Delivery Date, and if after such date and prior to the delivery of such certificate or certificates the Purchaser Inpixon is required by its broker to purchase (in an open market transaction or otherwise) or the PurchaserInpixon’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Purchaser Inpixon of the Reserved Rights Shares which the Purchaser Inpixon anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Purchaser Inpixon the amount, if any, by which (x) the PurchaserInpixon’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 Reserved Rights Shares that the Company was required to deliver to the Purchaser Inpixon 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 PurchaserInpixon, either reinstate the portion of the Right and equivalent number of Reserved Rights Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded, and the Purchaser Inpixon shall promptly return to the Company the certificates issued to such Purchaser pursuant to the rescinded Notice of Issuance) or deliver to the Purchaser Inpixon 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 Purchaser Inpixon 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 Purchaser Inpixon $1,000. The Purchaser Inpixon shall provide the Company written notice indicating the amounts payable to the Purchaser Inpixon in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a PurchaserInpixon’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 Right as required pursuant to the terms hereof.

Compensation for Buy-In on Failure to Timely Deliver Certificates. In addition to any other rights available to the PurchaserLender, if the Company Borrower fails for any reason to cause the Transfer Agent deliver to transmit to the Purchaser a Lender such certificate or certificates by the certificates representing the Reserved Shares In-Kind Share Delivery Date pursuant to an exercise on or before the Share Delivery DateSection 2.04(c)(ii), and if after such date and prior to the delivery of such certificate or certificates the Purchaser In-Kind Share Delivery Date Lender is required by its broker brokerage firm to purchase (in an open market transaction or otherwise) ), or the PurchaserLender’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Purchaser Lender of the Reserved In-Kind Shares which Lender was entitled to receive on the Purchaser anticipated receiving upon such exercise In-Kind Share Delivery Date (a “Buy-In”), then the Company Borrower shall (A) pay in cash to the Purchaser Lender (in addition to any other remedies available to or elected by Lender) the amount, if any, by which (x) the PurchaserLender’s total purchase price (including any brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying product of (1) the aggregate number of Reserved Shares shares of Common Stock that Lender was entitled to receive on the Company was required to deliver to the Purchaser in connection with the exercise Interest Payment Date at issue times multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed, executed (including any brokerage commissions) and (B) at the option of the PurchaserLender, either reinstate the portion within one business day deliver to Lender by wire transfer of the Right and equivalent number of Reserved Shares for which such exercise was not honored (immediately available funds an amount in which case such exercise shall be deemed rescinded, and the Purchaser shall promptly return to the Company the certificates issued cash equal to such Purchaser pursuant to the rescinded Notice of Issuance) interest payment plus Late Fees on such amount or deliver to the Purchaser Lender the number of shares of Common Stock that would have been issued if the Borrower had the Company timely complied with its exercise and delivery obligations hereunderrequirements under Section 2.04(c)(ii). For example, if the Purchaser Lender purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise sale of shares of Common Stock In-Kind Shares with an aggregate respect to which the actual sale price of the In-Kind Shares (including any brokerage commissions) giving rise to such purchase obligation was a total of $10,000, 10,000 under clause (A) of the immediately preceding sentence sentence, the Company Borrower shall be required to pay the Purchaser Lender $1,000. The Purchaser Lender shall provide the Company Borrower written notice indicating the amounts payable to the Purchaser Lender in respect of the Buy-In and, upon request of the CompanyBorrower, evidence of the amount of such loss. Nothing herein shall limit a PurchaserLender’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 CompanyBorrower’s failure to timely deliver certificates representing shares of Common Stock upon exercise of the Right In-Kind Shares as required pursuant to the terms hereof.

Compensation for Buy-In on Failure to Timely Deliver Certificates. In addition to any other rights available to the PurchaserHolder, if the Company fails to cause the Transfer Agent to transmit to the Purchaser Holder a certificate or the certificates representing the Reserved Shares pursuant to an exercise on or before the Share Delivery Date, and if after such date and prior to the delivery of such certificate or certificates the Purchaser Holder is required by its broker to purchase (in an open market transaction or otherwise) or the PurchaserHolder’s brokerage firm broker otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Purchaser Holder of the Reserved Shares which the Purchaser Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Purchaser Holder the amount, if any, by which (x) the PurchaserHolder’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 Reserved Shares that the Company was required to deliver to the Purchaser 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 PurchaserHolder, either reinstate the portion of the Right and equivalent number of Reserved Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded, and the Purchaser Holder shall promptly return to the Company the certificates issued to such Purchaser Holder pursuant to the rescinded Notice of Issuance) or deliver to the Purchaser 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 Purchaser 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 Purchaser Holder $1,000. The Purchaser Holder shall provide the Company written notice indicating the amounts payable to the Purchaser 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 PurchaserHolder’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 Right as required pursuant to the terms hereof.

Compensation for Buy-In on Failure to Timely Deliver Certificates. In addition to any other rights available to the PurchaserHolder, if the Company fails for any reason to cause the Transfer Agent to transmit deliver to the Purchaser a certificate or the certificates representing the Reserved Holder Debenture Shares required to be issued pursuant to an exercise on or before any provision of this Debenture by the Share applicable Delivery Date, and if after such date and prior to Delivery Date the delivery of such certificate or certificates the Purchaser Holder is required by its broker brokerage firm to purchase (in an open market transaction or otherwise) ), or the PurchaserHolder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Purchaser Holder of the Reserved Debenture Shares which the Purchaser anticipated receiving upon such exercise Holder was entitled to receive (a “Buy-In”), then the Company shall (A) pay in cash to the Purchaser Holder (in addition to any other remedies available to or elected by the Holder) the amount, if any, 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 amount obtained by multiplying product of (1) the aggregate number of Reserved Debenture Shares that the Company Holder was required entitled to deliver to the Purchaser in connection with the exercise at issue times receive multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed, executed (including any brokerage commissions) and (B) deliver to the Holder the number of Debenture Shares that would have been issued if the Company had timely complied with its delivery requirements or, at the option of the PurchaserHolder, either reinstate if such Debenture Shares are Conversion Shares or Stock Payment Shares, rescind the portion of the Right and equivalent number of Reserved Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded, and the Purchaser shall promptly return to the Company the certificates issued to such Purchaser pursuant to the rescinded Notice of Issuance) Conversion or deliver to the Purchaser the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunderHolder Redemption Notice, as applicable, at issue. For example, if the Purchaser Holder purchases Common Stock having a total purchase price of eleven thousand dollars ($11,000 11,000) to cover a Buy-In with respect to an attempted exercise of shares of Common Stock a Holder Redemption Notice with an aggregate respect to which the actual sale price of the Stock Payment Shares (including any brokerage commissions) giving rise to such purchase obligation was a total of ten thousand dollars ($10,000, ) under clause (A) of the immediately preceding sentence sentence, the Company shall be required to pay the Purchaser Holder one thousand dollars ($1,000). The Purchaser Holder shall provide the Company written notice indicating the amounts payable to the Purchaser 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 PurchaserXxxxxx’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 Right Debenture Shares as required pursuant to the terms hereof.

Compensation for Buy-In on Failure to Timely Deliver Certificates. In addition to any other rights available to the PurchaserHolder, if the Company fails to cause the Transfer Agent to transmit to the Purchaser Holder a certificate or the certificates representing the Reserved Shares pursuant to an exercise on or before the Share Delivery Date, and if after such date and prior to the delivery of such certificate or certificates the Purchaser Holder is required by its broker to purchase (in an open market transaction or otherwise) or the PurchaserHolder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Purchaser Holder of the Reserved Shares which the Purchaser Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Purchaser Holder the amount, if any, by which (x) the PurchaserHolder’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 Reserved Shares that the Company was required to deliver to the Purchaser 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 PurchaserHolder, either reinstate the portion of the Right and equivalent number of Reserved Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded, and the Purchaser Holder shall promptly return to the Company the certificates issued to such Purchaser Holder pursuant to the rescinded Notice of Issuance) or deliver to the Purchaser 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 Purchaser 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 Purchaser Holder $1,000. The Purchaser Holder shall provide the Company written notice indicating the amounts payable to the Purchaser 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 PurchaserHolder’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 Right as required pursuant to the terms hereof.

Compensation for Buy-In on Failure to Timely Deliver Certificates. In addition to any other rights available to the PurchaserHolder, if the Company fails for any reason to cause the Transfer Agent to transmit deliver to the Purchaser a Holder such certificate or certificates by the certificates representing the Reserved Shares In-Kind Share Delivery Date pursuant to an exercise on or before the Share Delivery DateSection 2(e)(ii), and if after such date and prior to In-Kind Share Delivery Date the delivery of such certificate or certificates the Purchaser Holder is required by its broker brokerage firm to purchase (in an open market transaction or otherwise) ), or the PurchaserHolder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Purchaser Holder of the Reserved In-Kind Shares which the Purchaser anticipated receiving upon such exercise Holder was entitled to receive on the In-Kind Share Delivery Date (a “Buy-In”), then the Company shall (A) pay in cash to the Purchaser Holder (in addition to any other remedies available to or elected by the Holder) the amount, if any, 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 amount obtained by multiplying product of (1) the aggregate number of Reserved Shares shares of Common Stock that the Company Holder was required entitled to deliver to receive on the Purchaser in connection with the exercise Interest Payment Date at issue times multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed, executed (including any brokerage commissions) and (B) at the option of the PurchaserHolder, either reinstate the portion of the Right and equivalent number of Reserved Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded, and the Purchaser shall promptly return within one business day deliver to the Company the certificates issued Holder by wire transfer of immediately available funds an amount in cash equal to such Purchaser pursuant to the rescinded Notice of Issuance) interest payment plus Late Fees on such amount or deliver to the Purchaser Holder the number of shares of Common Stock that would have been issued had if the Company had timely complied with its exercise and delivery obligations hereunderrequirements under Section 2(e)(ii). For example, if the Purchaser Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise sale of shares of Common Stock In-Kind Shares with an aggregate respect to which the actual sale price of the In-Kind Shares (including any brokerage commissions) giving rise to such purchase obligation was a total of $10,000, 10,000 under clause (A) of the immediately preceding sentence sentence, the Company shall be required to pay the Purchaser Holder $1,000. The Purchaser Holder shall provide the Company written notice indicating the amounts payable to the Purchaser 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 PurchaserXxxxxx’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 Right In-Kind Shares as required pursuant to the terms hereof.

Compensation for Buy-In on Failure to Timely Deliver Certificates. In addition to any other rights available to the PurchaserHolder, if the Company fails for any reason to cause the Transfer Agent to transmit deliver to the Purchaser a Holder such certificate or the certificates representing the Reserved Stock Payment Shares or Conversion Shares required to be issued pursuant to an exercise on Section 4(a)(v) or before Section 4(b), as applicable by the applicable Holder Redemption Payment Date or Conversion Share Delivery Date, as applicable, and if after such date and prior to Holder Redemption Payment Date or Conversion Share Delivery Date, as applicable, the delivery of such certificate or certificates the Purchaser Holder is required by its broker brokerage firm to purchase (in an open market transaction or otherwise) ), or the PurchaserHolder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Purchaser Holder of the Reserved Stock Payment Shares or Conversion Shares, as applicable, which the Purchaser anticipated receiving upon Holder was entitled to receive pursuant to Section 4(a)(v) or Section 4(b), as applicable, relating to such exercise Holder Redemption Payment Date or Conversion Share Delivery Date, as applicable (a “Buy-In”), then the Company shall (A) pay in cash to the Purchaser Holder (in addition to any other remedies available to or elected by the Holder) the amount, if any, 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 amount obtained by multiplying product of (1) the aggregate number of Reserved Stock Payment Shares or Conversion Shares, as applicable, that the Company Holder was required entitled to deliver to receive from the Purchaser in connection with the exercise Holder Redemption Notice or Notice of Conversion, as applicable, at issue times multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed, executed (including any brokerage commissions) and (B) at the option of the PurchaserHolder, either reinstate rescind the portion of the Right and equivalent number of Reserved Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded, and the Purchaser shall promptly return to the Company the certificates issued to such Purchaser pursuant to the rescinded Holder Redemption Notice or Notice of Issuance) Conversion, as applicable, at issue or deliver to the Purchaser Holder the number of shares of Common Stock Payment Shares or Conversion Shares, as applicable, that would have been issued had if the Company had timely complied with its exercise and delivery obligations hereunderrequirements under this Section 4. For example, if the Purchaser 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 a Holder Redemption Notice with an aggregate respect to which the actual sale price of the Stock Payment Shares (including any brokerage commissions) giving rise to such purchase obligation was a total of $10,000, 10,000 under clause (A) of the immediately preceding sentence sentence, the Company shall be required to pay the Purchaser Holder $1,000. The Purchaser Holder shall provide the Company written notice indicating the amounts payable to the Purchaser 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 PurchaserHolder’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 Right Payment Shares or Conversion Shares as required pursuant to the terms hereof.

Compensation for Buy-In on Failure to Timely Deliver Certificates. In addition to any other rights available to the PurchaserHolder, if the Company fails for any reason to cause the Transfer Agent to transmit deliver to the Purchaser a Holder such certificate or the certificates representing the Reserved Stock Payment Shares required to be issued pursuant to an exercise on or before Section 4(a)(v) by the Share Delivery applicable Holder Redemption Payment Date, and if after such date and prior to Holder Redemption Payment Date the delivery of such certificate or certificates the Purchaser Holder is required by its broker brokerage firm to purchase (in an open market transaction or otherwise) ), or the PurchaserHolder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Purchaser Holder of the Reserved Stock Payment Shares which the Purchaser anticipated receiving upon Holder was entitled to receive pursuant to Section 4(a)(v) relating to such exercise Holder Redemption Payment Date (a “Buy-In”), then the Company shall (A) pay in cash to the Purchaser Holder (in addition to any other remedies available to or elected by the Holder) the amount, if any, 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 amount obtained by multiplying product of (1) the aggregate number of Reserved Stock Payment Shares that the Company Holder was required entitled to deliver to receive from the Purchaser in connection with the exercise Holder Redemption Notice at issue times multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed, executed (including any brokerage commissions) and (B) at the option of the PurchaserHolder, either reinstate rescind the portion of the Right and equivalent number of Reserved Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded, and the Purchaser shall promptly return to the Company the certificates issued to such Purchaser pursuant to the rescinded Holder Redemption Notice of Issuance) at issue or deliver to the Purchaser Holder the number of shares of Common Stock Payment Shares that would have been issued had if the Company had timely complied with its exercise and delivery obligations hereunderrequirements under this Section 4. For example, if the Purchaser 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 a Holder Redemption Notice with an aggregate respect to which the actual sale price of the Stock Payment Shares (including any brokerage commissions) giving rise to such purchase obligation was a total of $10,000, 10,000 under clause (A) of the immediately preceding sentence sentence, the Company shall be required to pay the Purchaser Holder $1,000. The Purchaser Holder shall provide the Company written notice indicating the amounts payable to the Purchaser 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 PurchaserXxxxxx’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 Right Payment Shares as required pursuant to the terms hereof.

Compensation for Buy-In on Failure to Timely Deliver Certificates. In addition to any other rights available to the Purchaser, if If the Company fails to cause the Transfer Agent to transmit to the Purchaser a certificate shall fail for any reason, or the certificates representing the Reserved Shares pursuant to an exercise for no reason, on or before the Share Delivery Date, and if after such date and prior to the delivery applicable Delivery Date to credit the Holder's or its broker’s DTC account, for such number of Debenture Shares to which the Holder is entitled under this Debenture (a “Delivery Failure”) and if on or after such certificate or certificates Delivery Date the Purchaser is required by its broker to purchase Holder purchases (in an open market transaction or otherwise) or the Purchaser’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Purchaser Holder of shares of Common Stock issuable pursuant to this Debenture that the Reserved Shares which the Purchaser Holder anticipated receiving upon such exercise from the Company (a “Buy-In”), then then, in addition to all other remedies available to the Holder, the Company shall shall, within three (A3) Trading Days after the Holder's request and in the Holder's discretion, either (i) pay in cash to the Purchaser Holder in an amount equal to the amount, if any, by which (x) the Purchaser’s Holder's total purchase price (including brokerage commissionscommissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Reserved Shares that the Company was required to deliver to the Purchaser 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 Purchaser, either reinstate the portion of the Right and equivalent number of Reserved Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded, and the Purchaser shall promptly return to the Company the certificates issued to such Purchaser pursuant to the rescinded Notice of Issuance) or deliver to the Purchaser 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 Purchaser purchases Common Stock having a total purchase price of $11,000 to cover a “Buy-In with respect Price”), at which point the Company's obligation to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise credit such Holder's or its broker’s DTC account for such Debenture Shares shall terminate, or (ii) promptly honor its obligation to credit such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to Holder's or its broker’s DTC account and pay the Purchaser $1,000. The Purchaser shall provide the Company written notice indicating the amounts payable cash to the Purchaser Holder in respect an amount equal to the excess (if any) of the Buy-In andPrice over the product of (A) such number of Debenture Shares, upon request times (B) any trading price of the Companyshares of Common Stock selected by the Holder in writing as in effect at any time during the period beginning on the Monthly Redemption Advance Date, evidence the date of the amount Holder Redemption Notice, Interest Shares Advance Date, Interest Payment Date or the date of such lossthe Notice of Conversion, as applicable, and ending on the applicable Delivery Date. Nothing herein shall limit a Purchaser’s the Holder'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 's failure to timely deliver certificates representing shares of Common Stock upon exercise of the Right as required Debenture Shares pursuant to the terms hereof.

Compensation for Buy-In on Failure to Timely Deliver Certificates. Upon Exercise. In addition to any other rights available to the PurchaserHolder, if the Company fails to cause the Transfer Agent its transfer agent to transmit to the Purchaser Holder a certificate or the certificates representing the Reserved Warrant Shares pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date and prior to the delivery of such certificate or certificates the Purchaser Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Purchaser’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Purchaser Holder of the Reserved Warrant Shares which the Purchaser Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A1) pay in cash to the Purchaser Holder the amount, if any, amount by which (x) the PurchaserHolder’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 Reserved Warrant Shares that the Company was required to deliver to the Purchaser Holder in connection with the exercise 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 PurchaserHolder, either reinstate the portion of the Right Warrant and equivalent number of Reserved Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded, and the Purchaser shall promptly return to the Company the certificates issued to such Purchaser pursuant to the rescinded Notice of Issuance) or deliver to the Purchaser 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 Purchaser 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 (A1) of the immediately preceding sentence the Company shall be required to pay the Purchaser Holder $1,000. The Purchaser Holder shall provide the Company written notice indicating the amounts payable to the Purchaser 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 PurchaserHolder’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 Right Warrant as required pursuant to the terms hereof.

Compensation for Buy-In on Failure to Timely Deliver Certificates. In addition to any other rights available to the PurchaserInvestor, if the Company fails to cause the Transfer Agent its transfer agent to transmit to the Purchaser Investor a certificate or the certificates representing the Reserved Shares pursuant to an exercise or Warrant Shares on or before the Share Delivery Datethree (3) business days after delivered to such transfer agent, and if after such date and prior to the delivery of such certificate or certificates the Purchaser Investor is required by its broker to purchase (in an open market transaction or otherwise) or the Purchaser’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Purchaser Investor of the Reserved Shares or Warrant Shares, as applicable, which the Purchaser Investor anticipated receiving upon such exercise after delivery (a “Buy-In”), then the Company shall (A1) pay in cash to Investor the Purchaser the amount, if any, amount by which (x) the PurchaserInvestor’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 Reserved Shares shares of Common Stock that the Company was required to deliver to the Purchaser in connection with the exercise at issue Investor times (2B) the price at which the sell order giving rise to such purchase obligation was executed, and or (B2) at the option of the Purchaser, either reinstate the portion of the Right and equivalent number of Reserved Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded, and the Purchaser shall promptly return to the Company the certificates issued to such Purchaser pursuant to the rescinded Notice of Issuance) or deliver to the Purchaser Investor 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 Purchaser Investor purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise transfer of shares of Common Stock certificates with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A1) of the immediately preceding sentence the Company shall be required to pay the Purchaser Investor $1,000. The Purchaser Investor shall provide the Company written notice indicating the amounts payable to the Purchaser Investor 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 Purchaseran Investor’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 Right presentation for transfer as required pursuant to the terms hereof.

Compensation for Buy-In on Failure to Timely Deliver Certificates. In addition to any other rights available to the PurchaserFirst Choice, if the Company fails to cause the Transfer Agent to transmit to the Purchaser First Choice a certificate or the certificates representing the Reserved Rights Shares pursuant to an exercise on or before the Share Delivery Date, and if after such date and prior to the delivery of such certificate or certificates the Purchaser First Choice is required by its broker to purchase (in an open market transaction or otherwise) or the PurchaserFirst Choice’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Purchaser First Choice of the Reserved Rights Shares which the Purchaser First Choice anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Purchaser First Choice the amount, if any, by which (x) the PurchaserFirst Choice’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 Reserved Rights Shares that the Company was required to deliver to the Purchaser First Choice 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 PurchaserFirst Choice, either reinstate the portion of the Right and equivalent number of Reserved Rights Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded, and the Purchaser First Choice shall promptly return to the Company the certificates issued to such Purchaser First Choice pursuant to the rescinded Notice of Issuance) or deliver to the Purchaser First Choice 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 Purchaser First Choice 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 Purchaser First Choice $1,000. The Purchaser First Choice shall provide the Company written notice indicating the amounts payable to the Purchaser First Choice in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a PurchaserFirst Choice’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 Right as required pursuant to the terms hereof.

Compensation for Buy-In on Failure to Timely Deliver Certificates. In addition to any other rights available to the Purchaser, if If the Company fails to cause the Transfer Agent to transmit to the Purchaser a certificate shall fail for any reason, or the certificates representing the Reserved Shares pursuant to an exercise for no reason, on or before the Share Delivery Date, and if after such date and prior to the delivery applicable Delivery Date to credit the Holder's or its broker’s DTC account, for such number of Debenture Shares to which the Holder is entitled under this Debenture (a “Delivery Failure”) and if on or after such certificate or certificates Delivery Date the Purchaser is required by its broker to purchase Holder purchases (in an open market transaction or otherwise) or the Purchaser’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Purchaser Holder of shares of Common Stock issuable pursuant to this Debenture that the Reserved Shares which the Purchaser Holder anticipated receiving upon such exercise from the Company (a “Buy-In”), then then, in addition to all other remedies available to the Holder, the Company shall shall, within three (A3) Trading Days after the Holder's request and in the Holder's discretion, either (i) pay in cash to the Purchaser Holder in an amount equal to the amount, if any, by which (x) the Purchaser’s Holder's total purchase price (including brokerage commissionscommissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Reserved Shares that the Company was required to deliver to the Purchaser 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 Purchaser, either reinstate the portion of the Right and equivalent number of Reserved Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded, and the Purchaser shall promptly return to the Company the certificates issued to such Purchaser pursuant to the rescinded Notice of Issuance) or deliver to the Purchaser 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 Purchaser purchases Common Stock having a total purchase price of $11,000 to cover a “Buy-In with respect Price”), at which point the Company's obligation to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise credit such Holder's or its broker’s DTC account for such Debenture Shares shall terminate, or (ii) promptly honor its obligation to credit such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to Holder's or its broker’s DTC account and pay the Purchaser $1,000. The Purchaser shall provide the Company written notice indicating the amounts payable cash to the Purchaser Holder in respect an amount equal to the excess (if any) of the Buy-In andPrice over the product of (A) such number of Debenture Shares, upon request times (B) any trading price of the Companyshares of Common Stock selected by the Holder in writing as in effect at any time during the period beginning on the Monthly Redemption Advance Date, evidence the date of the amount of such lossHolder Redemption Notice, Interest Shares Advance Date or Interest Payment Date, as applicable, and ending on the applicable Delivery Date. Nothing herein shall limit a Purchaser’s the Holder'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 's failure to timely deliver certificates representing shares of Common Stock upon exercise of the Right as required Debenture Shares pursuant to the terms hereof.

Compensation for Buy-In on Failure to Timely Deliver Certificates. In addition to any other rights available to the PurchaserHolders, if the Company fails to cause the Transfer Agent to transmit to the Purchaser such Holder a certificate or the certificates (or credit via DWAC) representing the Reserved Shares pursuant to an exercise on or before the Share Delivery Date, and if after such date and prior to the delivery of such certificate or certificates the Purchaser Holder is required by its broker to purchase (in an open market transaction or otherwise) or the PurchaserHolder’s brokerage firm broker otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Purchaser Holder of the Reserved Shares which the Purchaser Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Purchaser Holder the amount, if any, by which (x) the PurchaserHolder’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 Reserved Shares that the Company was required to deliver to the Purchaser 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 PurchaserHolder, either reinstate the portion of the Right and equivalent number of Reserved Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded, and the Purchaser such Holder shall promptly return to the Company the certificates issued to such Purchaser Holder pursuant to the rescinded Notice of Issuance) or deliver to the Purchaser 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 Purchaser a 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 Purchaser Holder $1,000. The Purchaser Holder shall provide the Company written notice indicating the amounts payable to the Purchaser 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 PurchaserHolder’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 Right as required pursuant to the terms hereof.

Compensation for Buy-In on Failure to Timely Deliver Certificates. Upon Exercise. In addition to any other rights available to the PurchaserHolder, if the Company -------------- Issuer fails to cause the Transfer Agent its transfer agent to transmit to the Purchaser Holder a certificate or the certificates representing the Reserved Shares Warrant Stock pursuant to an exercise on or before the Share Delivery Date, and if after such date and prior to the delivery of such certificate or certificates the Purchaser Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Purchaser’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Purchaser Holder of the Reserved Shares Warrant Stock which the Purchaser Holder anticipated receiving upon such exercise (a “"Buy-In”"), then the Company ------ Issuer shall (A1) pay in cash to the Purchaser Holder the amount, if any, amount by which (x) the Purchaser’s 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 Reserved Shares shares of Warrant Stock that the Company Issuer was required to deliver to the Purchaser Holder in connection with the exercise 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 PurchaserHolder, either reinstate the portion of the Right Warrant and equivalent number of Reserved Shares shares of Warrant Stock for which such exercise was not honored (in which case such exercise shall be deemed rescinded, and the Purchaser shall promptly return to the Company the certificates issued to such Purchaser pursuant to the rescinded Notice of Issuance) or deliver to the Purchaser Holder the number of shares of Common Stock that would have been issued had the Company Issuer timely complied with its exercise and delivery obligations hereunder. For example, if the Purchaser 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 (A1) of the immediately preceding sentence the Company Issuer shall be required to pay the Purchaser Holder $1,000. The Purchaser Holder shall provide the Company Issuer written notice indicating the amounts payable to the Purchaser 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 lossIssuer. Nothing herein shall limit a Purchaser’s 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 Issuer's failure to timely deliver certificates representing shares of Common Stock upon exercise of the Right this Warrant as required pursuant to the terms hereof.

Compensation for Buy-In on Failure to Timely Deliver Certificates. In addition to any other rights available to the PurchaserHolder, if the Company fails to cause the Transfer Agent to transmit to the Purchaser Holder a certificate or the certificates (or credit via DWAC) representing the Reserved Shares pursuant to an exercise on or before the Share Delivery Date, and if after such date and prior to the delivery of such certificate or certificates the Purchaser Holder is required by its broker to purchase (in an open market transaction or otherwise) or the PurchaserHolder’s brokerage firm broker otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Purchaser Holder of the Reserved Shares which the Purchaser Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Purchaser Holder the amount, if any, by which (x) the PurchaserHolder’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 Reserved Shares that the Company was required to deliver to the Purchaser 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 PurchaserHolder, either reinstate the portion of the Right and equivalent number of Reserved Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded, and the Purchaser Holder shall promptly return to the Company the certificates issued to such Purchaser Holder pursuant to the rescinded Notice of Issuance) or deliver to the Purchaser 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 Purchaser 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 Purchaser Holder $1,000. The Purchaser Holder shall provide the Company written notice indicating the amounts payable to the Purchaser 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 PurchaserHolder’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 Right as required pursuant to the terms hereof.

Compensation for Buy-In on Failure to Timely Deliver Certificates. In addition to any other rights available to the PurchaserHolder, if the Company fails or fails to cause the Transfer Agent to transmit to credit the Purchaser a certificate or Holder's balance account with DTC for the certificates representing the Reserved Right Shares pursuant to an exercise on or before the applicable Share Delivery DateDate (an “Exercise Failure”), and if after such date and prior to the delivery of such certificate or certificates the Purchaser is required by its broker to purchase Holder purchases (in an open market transaction or otherwise) or the Purchaser’s brokerage firm otherwise purchases, shares of Common Stock relating to deliver in satisfaction of a sale by the Purchaser of the Reserved Shares which the Purchaser anticipated receiving upon such exercise applicable Exercise Failure (a “Buy-In”), then the Company shall shall, within three (A3) Trading Days after the Holder's request and in the Holder's discretion, either (x) pay in cash to the Purchaser Holder in an amount equal to the amount, if any, by which (x) the Purchaser’s Holder's total purchase price (including brokerage commissionscommissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased exceeds (the “Buy-In Price”), at which point the Company's obligation to credit the Holder's balance account with DTC for the shares of Common Stock to which the Holder is entitled upon the Holder's exercise of the applicable Conversion Amount shall terminate, (y) promptly honor its obligation to credit the Holder's balance account with DTC, as required pursuant to the terms of Section 8.2, for such shares of Common Stock and pay cash to the Holder in an amount obtained by multiplying equal to the excess (1if any) of the Buy-In Price over the product of (A) such number of Reserved Shares that the Company was required to deliver to the Purchaser in connection with the exercise at issue shares of Common Stock, times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the PurchaserBuy-In Price (including brokerage commissions and other out-of-pocket expenses, either if any) or (z) reinstate the portion of the Right and equivalent number of Reserved Right Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded, and the Purchaser Holder shall promptly return to the Company the certificates Right Shares issued to such Purchaser Holder pursuant to the rescinded Notice of Issuance) or deliver to the Purchaser 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 Purchaser 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 Purchaser $1,000). The Purchaser Holder shall provide the Company written notice indicating the amounts payable to the Purchaser 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 PurchaserHolder’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 Right as required pursuant to the terms hereof.