Common use of Failure to Timely Deliver; Buy-In Clause in Contracts

Failure to Timely Deliver; Buy-In. If the Company fails to use its best efforts to (i) issue and deliver (or cause to be delivered) to the Lender by the Required Delivery Date a certificate representing the Warrant Shares so delivered to the Company by the Lender that is free from all restrictive and other legends or (ii) credit the balance account of the Lender’s or the Lender’s nominee with DTC for such number of shares of Warrant Shares so delivered to the Company, then, in addition to all other remedies available to the Lender, but subject to the Limitation on Damages (as defined in the Warrant), the Company shall pay in cash to the Lender on each day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 3% of the product of (A) the sum of the number of shares of Warrant Shares not issued to the Lender on a timely basis and to which the Lender is entitled and (B) the Closing Sale Price (as defined in the Warrant) of the Common Shares on the Required Delivery Date. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of the Lender’s or the Lender’s nominee with DTC by the Required Delivery Date, and if on or after the Required Delivery Date the Lender purchases (in an open market transaction or otherwise) Common Shares to deliver in satisfaction of a sale by the Lender of Common Shares that the Lender anticipated receiving from the Company without any restrictive legend (a “Buy-In”), then the Company shall, within three (3) Trading Days after the Lender’s request and in the Lender’s sole discretion, either (i) pay cash to the Lender in an amount equal to the Lender’s total purchase price (including brokerage commissions, if any) for the Common Shares 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 Lender a certificate or certificates representing such number of Common Shares that would have been issued if the Company timely complied with its obligations hereunder and pay cash to the Lender in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Warrant Shares (as the case may be) that the Company was required to deliver to the Lender by the Required Delivery Date times (B) the Closing Sale Price of the Common Shares on the Required Delivery Date.

Failure to Timely Deliver; Buy-In. If the Company fails to use its best efforts to (i) issue and deliver (or cause to be delivered) to the Lender a warrant holder by the Required Delivery Date a certificate representing the Warrant Shares Securities so delivered to the Company by the Lender such warrant holder that is free from all restrictive and other legends or (ii) credit the balance account of the Lendersuch warrant holder’s or the Lendersuch warrant holder’s nominee with DTC for such number of shares of Warrant Shares so delivered to the Company, then, in addition to all other remedies available to the Lender, but subject to the Limitation on Damages (as defined in the Warrant)such warrant holder, the Company shall pay in cash to the Lender such warrant holder on each day Trading Day (as defined in the Warrant) after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 31% of the product of (A) the sum of the number of shares of Warrant Shares Common Stock not issued so delivered or credited (as the case may be) to the Lender on a timely basis and to which the Lender is entitled and such warrant holder or such warrant holder’s nominee multiplied by (B) the Closing Sale Price (as defined in the WarrantWarrants) of the Common Shares Stock on the Trading Day immediately preceding the Required Delivery Date. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of the Lendersuch warrant holder’s or the Lendersuch warrant holder’s nominee with DTC by the Required Delivery Date, and if on or after the Required Delivery Date the Lender such Buyer (or any other person in respect, or on behalf, of such warrant holder) purchases (in an open market transaction or otherwise) shares of Common Shares Stock to deliver in satisfaction of a sale by such warrant holder of all or any portion of the Lender number of shares of Common Shares Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, that the Lender such warrant holder so anticipated receiving from the Company without any restrictive legend (a “Buy-In”)legend, then then, in addition to all other remedies available to such warrant holder, the Company shall, within three five (35) Trading Days after the Lendersuch warrant holder’s request and in the Lendersuch warrant holder’s sole discretion, either (i) pay cash to the Lender such warrant holder in an amount equal to the Lendersuch warrant holder’s total purchase price (including brokerage commissionscommissions and other out-of-pocket expenses, if any) for the shares of Common Shares Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if any) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such warrant holder’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to the Lender such Buyer a certificate or certificates or credit such warrant holder’s DTC account representing such number of shares of Common Shares Stock that would have been issued so delivered if the Company timely complied with its obligations hereunder and pay cash to the Lender such warrant holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Warrant Shares (as the case may be) that the Company was required to deliver to the Lender such warrant holder by the Required Delivery Date times multiplied by (B) the lowest Closing Sale Price of the Common Shares Stock on any Trading Day during the period commencing on the Required Delivery Datedate of the delivery by such warrant holder to the Company of the applicable Warrant Shares (as the case may be) and ending on the date of such delivery and payment under this clause (ii).

Failure to Timely Deliver; Buy-In. If the Company fails to use its best efforts to (i) issue and deliver credit (or cause to be deliveredcredited) to the Lender by the Required Delivery Date a certificate representing the Warrant Shares so delivered to the Company by the Lender that is free from all restrictive and other legends or (ii) credit the balance account of the LenderBuyer’s or the LenderBuyer’s nominee with DTC for such number of shares of Warrant Shares Securities so required to be delivered to by the Company, then, in addition to all other remedies available to Buyer, at the Lender, but subject to the Limitation on Damages (as defined in the Warrant)sole discretion of Buyer, the Company shall shall: (i) pay in cash to the Lender Buyer on each day Trading Day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 31% of the product of (A) the sum of the number of shares of Warrant Shares Common Stock not issued so delivered or credited (as the case may be) to the Lender on a timely basis and to which the Lender is entitled and Buyer or Buyer’s nominee multiplied by (B) the Closing Sale Price (as defined in the Warrant) of the shares of Common Shares Stock on the Trading Day immediately preceding the Required Delivery Date. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of the Lender’s or the Lender’s nominee with DTC by the Required Delivery Date, and ; or (ii) if on or after the Required Delivery Date the Lender Date, Buyer (or any other Person in respect, or on behalf, of Buyer) purchases (in an open market transaction or otherwise) shares of Common Shares Stock (“Replacement Shares”) to deliver in satisfaction of a sale by Buyer of all or any portion of the Lender number of shares of Common Shares Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, that the Lender Buyer so anticipated receiving from the Company without any restrictive legend (a “Buy-In”)legend, then the Company shallthen, within three five (35) Trading Days after the LenderBuyer’s request and in the LenderBuyer’s sole discretion, either (ix) pay cash to the Lender Buyer in an amount equal to the LenderBuyer’s total purchase price (including brokerage commissionscommissions and other out-of-pocket expenses, if any) for the Common Replacement Shares so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate credit Bxxxx’s balance account shall terminate and such shares shall be cancelled, cancelled or (iiB) promptly honor its obligation to so deliver to the Lender a certificate or certificates credit Buyer’s DTC account representing such number of shares of Common Shares Stock that would have been issued so delivered if the Company timely complied with its obligations hereunder and pay cash to the Lender Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A1) such number of shares of Warrant Shares (as the case may be) Common Stock that the Company was required to deliver to the Lender Buyer by the Required Delivery Date times multiplied by (B2) the lowest Closing Sale Price of the shares of Common Shares Stock on any Trading Day during the period commencing on the Required Delivery Datedate Buyer purchased Replacement Shares and ending on the date of such delivery and payment under this clause (ii).

Failure to Timely Deliver; Buy-In. If the Company fails to use its best efforts to (i) issue and deliver (or cause to be delivered) to the Lender by Holder within two (2) Business Days following the Required Delivery Date a certificate representing the Warrant Holder Exchanged Shares required to be so delivered by the Company to the Company by the Lender Holder that is free from all restrictive and other legends or (ii) credit the balance account of the LenderHolder’s or the LenderHolder’s nominee with DTC for within two (2) Business Days following the Required Delivery Date with such number of shares of Warrant Common Shares required to be so delivered to by the Company, then, in addition to all other remedies available to the Lender, but subject to the Limitation on Damages (as defined in the Warrant)Holder, the Company shall pay in cash to the Lender Holder on each day after such second (2nd) Business Day following the Required Delivery Date that the such issuance or credit of such shares is not timely effected an amount equal to 30.5% of the product of (A) the sum aggregate principal amount of the number of shares of Warrant Shares not issued to the Lender on a timely basis and to which the Lender is entitled and (B) the Closing Sale Price (as defined in the Warrant) of the Common Shares on the Required Delivery DateNotes exchanged hereunder. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of the LenderHolder’s or the LenderHolder’s nominee with DTC by the Required Delivery Date, and if on or after the Required Delivery Date the Lender Holder purchases (in an open market transaction or otherwise) Common Shares to deliver in satisfaction of a sale by the Lender Holder of Common Holder Exchanged Shares that the Lender Holder anticipated receiving from the Company without any restrictive legend (a “Buy-In”)legend, then then, in addition to all other remedies available to the Holder, the Company shall, within three (3) Trading Business Days after the LenderHolder’s request and in the LenderHolder’s sole discretion, either (i) pay cash to the Lender Holder in an amount equal to the LenderHolder’s total purchase price (including brokerage commissions, if any) for the Common Shares so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate or credit the Holder’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to deliver to the Lender Holder a certificate or certificates or credit the Holder’s DTC account representing such number of Common Shares that would have been issued if the Company timely complied with its obligations hereunder and pay cash to the Lender Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Warrant Common Shares (as the case may be) that the Company was required to deliver to the Lender Holder by the Required Delivery Date times (B) the Closing Sale Price closing sale price of the Common Shares on the Business Day immediately preceding the Required Delivery Date.

Failure to Timely Deliver; Buy-In. If the Company fails to use its best efforts to (i) issue and deliver credit (or cause to be deliveredcredited) to the Lender by the Required Delivery Date a certificate representing the Warrant Shares so delivered to the Company by the Lender that is free from all restrictive and other legends or (ii) credit the balance account of the LenderBuyer’s or the LenderBuyer’s nominee with DTC for such number of shares of Warrant Shares Securities so delivered to the Company, then, in addition to all other remedies available to Buyer, at the Lender, but subject to the Limitation on Damages (as defined in the Warrant)sole discretion of Buyer, the Company shall shall: (i) pay in cash to the Lender Buyer on each day Trading Day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 31% of the product of (A) the sum of the number of shares of Warrant Shares Common Stock not issued so delivered or credited (as the case may be) to the Lender on a timely basis and to which the Lender is entitled and Buyer or Buyer’s nominee multiplied by (B) the Closing Sale Price (as defined in the Warrant) of the Common Shares Stock on the Trading Day immediately preceding the Required Delivery Date. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of the Lender’s or the Lender’s nominee with DTC by the Required Delivery Date, and ; or (ii) if on or after the Required Delivery Date the Lender Date, Buyer (or any other Person in respect, or on behalf, of Buyer) purchases (in an open market transaction or otherwise) shares of Common Shares Stock (“Replacement Shares”) to deliver in satisfaction of a sale by Buyer of all or any portion of the Lender number of shares of Common Shares Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, that the Lender Buyer so anticipated receiving from the Company without any restrictive legend (a “Buy-In”)legend, then the Company shallthen, within three five (35) Trading Days after the LenderBuyer’s request and in the LenderBuyer’s sole discretion, either (ix) pay cash to the Lender Buyer in an amount equal to the LenderBuyer’s total purchase price (including brokerage commissionscommissions and other out-of-pocket expenses, if any) for the Common Replacement Shares so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate so credit Buyer’s balance account shall terminate and such shares shall be cancelled, cancelled or (iiB) promptly honor its obligation to deliver to the Lender a certificate or certificates so credit Buyer’s DTC account representing such number of shares of Common Shares Stock that would have been issued so delivered if the Company timely complied with its obligations hereunder and pay cash to the Lender Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A1) such number of shares of Warrant Shares (as the case may be) Common Stock that the Company was required to deliver to the Lender Buyer by the Required Delivery Date times multiplied by (B2) the lowest Closing Sale Price of the Common Shares Stock on any Trading Day during the period commencing on the Required Delivery Datedate Buyer purchased Replacement Shares and ending on the date of such delivery and payment under this clause (ii).

Failure to Timely Deliver; Buy-In. If the Company fails to use its best efforts to (i) issue and deliver (or cause to be delivered) to the Lender by the Required Delivery Date a certificate representing the Warrant Shares so delivered to the Company by the Lender that is free from all restrictive and other legends or (ii) credit the balance account of the Lendersuch Buyer’s or the LenderBuyer’s nominee with DTC for such number of shares of Warrant Shares Securities so delivered to the CompanyCompany by the Required Delivery Date, then, in addition to all other remedies available to such Buyer, at the Lender, but subject to the Limitation on Damages (as defined in the Warrant)sole discretion of such Buyer, the Company shall shall: (i) pay in cash to the Lender such Buyer on each day Trading Day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 31% of the product of (A) the sum of the number of shares of Warrant Shares Common Stock not issued so delivered or credited (as the case may be) to the Lender on a timely basis and to which the Lender is entitled and such Buyer or Buyer’s nominee multiplied by (B) the Closing Sale Price (as defined in the Warrant) of the Common Shares Stock on the Trading Day immediately preceding the Required Delivery Date. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of the Lender’s or the Lender’s nominee with DTC by the Required Delivery Date, and ; or (ii) if on or after the Required Delivery Date the Lender Date, such Buyer (or any other Person in respect, or on behalf, of such Buyer) purchases (in an open market transaction or otherwise) shares of Common Shares Stock to deliver in satisfaction of a sale by such Buyer of all or any portion of the Lender number of shares of Common Shares Stock, or a sale of a number of shares of Common Stock (the “Replacement Shares”) equal to all or any portion of the number of shares of Common Stock, that the Lender such Buyer so anticipated receiving from the Company without any restrictive legend (a “Buy-In”)legend, then the Company shallthen, within three one (31) Trading Days Day after the Lendersuch Buyer’s request and in the Lendersuch Buyer’s sole discretion, either (iA) pay cash to the Lender such Buyer in an amount equal to the Lendersuch Buyer’s total purchase price (including brokerage commissionscommissions and other out-of-pocket expenses, if any) for the Common Replacement Shares so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver so credit such certificate Buyer’s balance account shall terminate and such shares shall be cancelled, or (iiB) promptly honor its obligation to deliver to the Lender a certificate or certificates so credit such Buyer’s DTC account representing such number of shares of Common Shares Stock that would have been issued so delivered if the Company timely complied with its obligations hereunder and pay cash to the Lender such Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A1) such number of shares of Warrant Common Stock that the Company was required to deliver to such Buyer by the Required Delivery Date multiplied by (2) the lowest Closing Sale Price (as defined in the Warrants) of the Common Stock on any Trading Day during the period commencing on the date of the delivery by such Buyer to the Company of the applicable Replacement Shares (as the case may be) that and ending on the Company was required to deliver to the Lender by the Required Delivery Date times date of such delivery and payment under this clause (B) the Closing Sale Price of the Common Shares on the Required Delivery Date).

Failure to Timely Deliver; Buy-In. If the Company is a Reporting Company and the Company improperly fails to use its best efforts to (i) issue and deliver dispatch for delivery (or cause to be deliveredso dispatched) to the Lender a Designated Recipient by the Required Delivery Date a certificate representing the Warrant Shares Securities so delivered to the Company by the Lender such Buyer that is free from all restrictive and other legends or (ii) credit the balance account of the Lendersuch Designated Recipient’s or the Lendersuch Designated Recipient’s nominee with DTC for such number of shares of Warrant Conversion Shares so delivered to the Company, then, in addition to all other remedies available to the Lender, but subject to the Limitation on Damages (as defined in the Warrant), the Company shall pay in cash to the Lender on each day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 3% of the product of (A) the sum of the number of shares of Warrant Shares not issued to the Lender on a timely basis and to which the Lender is entitled and (B) the Closing Sale Price (as defined in the Warrant) of the Common Shares on the Required Delivery Date. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of the Lender’s or the Lender’s nominee with DTC by the Required Delivery Date, and if on or after the business day immediately following the Required Delivery Date the Lender such Buyer (or any other Person in respect, or on behalf, of such Buyer) purchases (in an open market transaction or otherwise) shares of Common Shares Stock to deliver in satisfaction of a sale by such Buyer of all or any portion of the Lender number of shares of Common Shares Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, that the Lender such Buyer so anticipated receiving from the Company without any restrictive legend (a the “Buy-InIn Shares”), then the Company shall, within three five (35) Trading Business Days after the Lendersuch Buyer’s request and in the Lendersuch Buyer’s sole discretion, either (ix) pay cash to the Lender such Buyer in an amount equal to the Lendersuch Buyer’s total purchase price (including brokerage commissionscommissions and other out of pocket expenses, if any) for the Common such Buy-In Shares so purchased (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such Designated Recipient’s balance account shall terminate and such shares shall be cancelled, or (iiy) promptly honor its obligation to so deliver to the Lender such Designated Recipient a certificate or certificates or credit such Designated Recipient’s DTC account representing such number of shares of Common Shares Stock that would have been issued so delivered if the Company timely complied with its obligations hereunder and pay cash to the Lender such Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Warrant Conversion Shares (as the case may be) that the Company was required to deliver to the Lender such Designated Recipient by the Required Delivery Date times multiplied by (B) the Closing Sale Price lowest closing sale price of the Common Shares Stock on the Required Delivery DateBusiness Days during the period commencing on the date of the delivery by such Designated Recipient to the Company of the applicable Conversion Shares and ending on the date of such delivery and payment under this clause (y).

Failure to Timely Deliver; Buy-In. If the Company fails to use its best efforts to (i) issue and deliver (or cause to be delivered) to the Lender by Holder within two (2) Business Days following the Required Delivery Date a certificate representing the Warrant Shares Securities required to be so delivered by the Company to the Company by the Lender Holder that is free from all restrictive and other legends or (ii) credit the balance account of the LenderHolder’s or the LenderHolder’s nominee with DTC for within two (2) Business Days following the Required Delivery Date with such number of shares of Warrant Common Shares required to be so delivered to by the Company, then, in addition to all other remedies available to the Lender, but subject to the Limitation on Damages (as defined in the Warrant)Holder, the Company shall pay in cash to the Lender Holder on each day after such second (2nd) Business Day following the Required Delivery Date that the such issuance or credit of such shares is not timely effected an amount equal to 30.5% of the product of (A) the sum aggregate principal amount of the number of shares of Warrant Shares not issued to the Lender on a timely basis and to which the Lender is entitled and (B) the Closing Sale Price (as defined in the Warrant) of the Common Shares on the Required Delivery DateNotes exchanged hereunder. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of the LenderHolder’s or the LenderHolder’s nominee with DTC by the Required Delivery Date, and if on or after the Required Delivery Date the Lender Holder purchases (in an open market transaction or otherwise) Common Shares to deliver in satisfaction of a sale by the Lender Holder of Common Shares Securities that the Lender Holder anticipated receiving from the Company without any restrictive legend (a “Buy-In”)legend, then then, in addition to all other remedies available to the Holder, the Company shall, within three (3) Trading Business Days after the LenderHolder’s request and in the LenderHolder’s sole discretion, either (i) pay cash to the Lender Holder in an amount equal to the LenderHolder’s total purchase price (including brokerage commissions, if any) for the Common Shares so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate or credit the Holder’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to deliver to the Lender Holder a certificate or certificates or credit the Holder’s DTC account representing such number of Common Shares that would have been issued if the Company timely complied with its obligations hereunder and pay cash to the Lender Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Warrant Common Shares (as the case may be) that the Company was required to deliver to the Lender Holder by the Required Delivery Date times (B) the Closing Sale Price closing sale price of the Common Shares on the Business Day immediately preceding the Required Delivery Date.

Failure to Timely Deliver; Buy-In. If the Company fails to, for any reason or for no reason, to use its best efforts to (i) issue and deliver (or cause to be delivered) to the Lender Buyer (or its designee) by the Required Delivery Date Date, either (I) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program or the Company’s securities are not DTC eligible, a certificate representing for the number of Note Conversion Shares, Warrant Conversion Shares, or Purchase Right Conversion Shares so delivered to which the Company by Buyer is entitled and register such Note Conversion Shares, Warrant Conversion Shares, or Purchase Right Conversion Shares on the Lender that Company’s share register or, (II) if the Transfer Agent is free from all restrictive and other legends or (ii) participating in the DTC Fast Automated Securities Transfer Program, to credit the balance account of the Lender’s Buyer or the LenderBuyer’s nominee designee with DTC for such number of shares of Note Conversion Shares, Warrant Shares, or Purchase Right Shares so delivered submitted for legend removal by the Buyer pursuant to Section 5(d) above (the Companyevent described in the immediately foregoing clause (I) above, thena “Delivery Failure”),then, in addition to all other remedies available to the Lender, but subject to the Limitation on Damages (as defined in the Warrant)Buyer, the Company shall pay in cash to the Lender Buyer on each day after the Required Share Delivery Date that the issuance or credit of and during such shares is not timely effected Delivery Failure an amount equal to 32% of the product of (A) the sum of the number of shares of Warrant Shares Common Stock not issued to the Lender Buyer on a timely basis or prior to the Required Delivery Date and to which the Lender Buyer is entitled entitled, and (B) the Closing Sale Price (as defined in the Warrant) any trading price of the Common Shares Stock selected by the Buyer in writing as in effect at any time during the period beginning on the Required date of the delivery by the Buyer to the Company of the applicable Note Conversion Shares, Warrant Conversion Shares, or Purchase Right Conversion Shares and ending on the applicable Share Delivery Date. In addition to the foregoing, if on or prior to the Required Delivery Date either (I) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, the Company fails shall fail to so properly issue and deliver a certificate to the Buyer and register such unlegended certificates or so properly shares of Common Stock on the Company's share register or, if the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, credit the balance account of the Lender’s Buyer or the LenderBuyer’s nominee designee with DTC for the number of shares of Common Stock to which the Buyer submitted for legend removal by the Required Buyer pursuant to Section 5(d) above (ii) below or (II) a Delivery DateFailure occurs, and if on or after such Trading Day the Required Delivery Date the Lender Buyer purchases (in an open market transaction or otherwise) shares of Common Shares Stock to deliver in satisfaction of a sale by the Lender Buyer of shares of Common Shares Stock submitted for legend removal by the Buyer pursuant to Section 5(d) above that the Lender Buyer anticipated receiving from the Company without any restrictive legend (a “Buy-In”), then the Company shall, within three (3) Trading Business Days after the LenderBuyer’s request and in the LenderBuyer’s sole discretion, either (i) pay cash to the Lender Buyer in an amount equal to the LenderBuyer’s total purchase price (including brokerage commissionscommissions and other out-of-pocket expenses, if any) , for the shares of Common Shares Stock so purchased purchased) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit the Buyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to the Lender Buyer a certificate or certificates or credit the balance account of the Buyer or the Buyer’s designee with DTC representing such number of shares of Common Shares Stock that would have been issued so delivered if the Company timely complied with its obligations hereunder and pay cash to the Lender Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Note Conversion Shares, Warrant Shares, or Purchase Right Shares (as the case may be) that the Company was required to deliver to the Lender Buyer by the Required Delivery Date times multiplied by (B) the lowest Closing Sale Price (as defined in the Notes) of the Common Shares Stock on any Trading Day during the period commencing on the Required date of the delivery by the Buyer to the Company of the applicable Note Conversion Shares, Warrant Shares, or Purchase Right Shares and ending on the date of such delivery and payment under this clause (ii). Nothing shall limit the Buyer’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) as required pursuant to the terms hereof. Notwithstanding anything herein to the contrary, with respect to any given Delivery DateFailure, this Section 5(e) shall not apply to the Buyer to the extent the Company has already paid such amounts in full to the Buyer with respect to such Delivery Failure, as applicable, pursuant to the analogous sections of the Note held by the Buyer.

Failure to Timely Deliver; Buy-In. If the Company fails to use its best efforts to (i) issue and deliver credit (or cause to be deliveredcredited) to the Lender by the Required Delivery Date a certificate representing the Warrant Shares so delivered to the Company by the Lender that is free from all restrictive and other legends or (ii) credit the balance account of the LenderBuyer’s or the LenderBuyer’s nominee with DTC for such number of shares of Warrant Shares Securities so delivered to the Company, then, in addition to all other remedies available to Buyer, at the Lender, but subject to the Limitation on Damages (as defined in the Warrant)sole discretion of Buyer, the Company shall shall: (i) pay in cash to the Lender Buyer on each day Trading Day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 31% of the product of (A) the sum of the number of shares of Warrant Shares Common Stock not issued so delivered or credited (as the case may be) to the Lender on a timely basis and to which the Lender is entitled and Buyer or Buyer’s nominee multiplied by (B) the Closing Sale Price (as defined in the Warrant) of the Common Shares Stock on the Trading Day immediately preceding the Required Delivery Date. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of the Lender’s or the Lender’s nominee with DTC by the Required Delivery Date, and ; or (ii) if on or after the Required Delivery Date the Lender Date, Buyer (or any other Person in respect, or on behalf, of Buyer) purchases (in an open market transaction or otherwise) shares of Common Shares Stock (“Replacement Shares”) to deliver in satisfaction of a sale by Buyer of all or any portion of the Lender number of shares of Common Shares Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, that the Lender Buyer so anticipated receiving from the Company without any restrictive legend legend, then, one (a “Buy-In”), then the Company shall, within three (31) Trading Days Day after the LenderBuyer’s request and in the LenderBuyer’s sole discretion, either (ix) pay cash to the Lender Buyer in an amount equal to the LenderBuyer’s total purchase price (including brokerage commissionscommissions and other out-of-pocket expenses, if any) for the Common Replacement Shares so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate so credit Buyer’s balance account shall terminate and such shares shall be cancelled, cancelled or (iiB) promptly honor its obligation to deliver to the Lender a certificate or certificates so credit Buyer’s DTC account representing such number of shares of Common Shares Stock that would have been issued so delivered if the Company timely complied with its obligations hereunder and pay cash to the Lender Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A1) such number of shares of Warrant Shares (as the case may be) Common Stock that the Company was required to deliver to the Lender Buyer by the Required Delivery Date times multiplied by (B2) the lowest Closing Sale Price of the Common Shares Stock on any Trading Day during the period commencing on the Required Delivery Datedate Buyer purchased Replacement Shares and ending on the date of such delivery and payment under this clause (ii).

Failure to Timely Deliver; Buy-In. If the Company fails fails, for any reason or for no reason, to use its best efforts to (i) issue and deliver (or cause to be delivered) to the Lender Holder (or its designee) by the Required Delivery Date Date, if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, a certificate representing for the Warrant number of Purchase Shares so delivered to which the Company by Holder is entitled and register such Purchase Shares on the Lender that Company’s share register or, if the Transfer Agent is free from all restrictive and other legends or (ii) participating in the DTC Fast Automated Securities Transfer Program, to credit the balance account of the Lender’s Holder or the LenderHolder’s nominee designee with DTC for such number of shares of Warrant Purchase Shares so delivered to the Company, then, in addition to all other remedies available to the Lender, but subject to the Limitation on Damages (as defined in the Warrant), the Company shall pay in cash to the Lender on each day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 3% of the product of (A) the sum of the number of shares of Warrant Shares not issued to the Lender on a timely basis and to which the Lender is entitled and (B) the Closing Sale Price (as defined in the Warrant) of the Common Shares on the Required Delivery Date. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of the Lender’s or the Lender’s nominee with DTC submitted for legend removal by the Required Holder pursuant to Section 1.3 above (a “Delivery DateFailure”), and if on or after such Trading Day the Required Delivery Date the Lender Holder purchases (in an open market transaction or otherwise) shares of Common Shares Stock to deliver in satisfaction of a sale by the Lender Holder of shares of Common Shares Stock submitted for legend removal by the Holder pursuant to Section 1.3 above that the Lender Holder anticipated receiving from the Company without any restrictive legend (a “Buy-In”), then the Company shall, within three (3) Trading Days after the LenderHolder’s request and in the LenderHolder’s sole discretion, either (i) pay cash to the Lender Holder in an amount equal to the LenderHolder’s total purchase price (including brokerage commissionscommissions and other out-of-pocket expenses, if any) for the shares of Common Shares Stock so purchased purchased) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit the Holder’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to the Lender Holder a certificate or certificates or credit the balance account of the Holder or the Holder’s designee with DTC representing such number of shares of Common Shares Stock that would have been issued so delivered if the Company timely complied with its obligations hereunder and pay cash to the Lender Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Warrant Purchase Shares (as the case may be) that the Company was required to deliver to the Lender Holder by the Required Delivery Date times multiplied by (B) the lowest Closing Sale Price (as defined in the Warrants) of the Common Shares Stock on any Trading Day during the period commencing on the Required Delivery Datedate of the delivery by the Holder to the Company of the applicable Purchase Shares and ending on the date of such delivery and payment under this clause (ii). Nothing shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) as required pursuant to the terms hereof.

Failure to Timely Deliver; Buy-In. If the Company fails to use its best efforts to (i) issue and deliver (or cause to be delivered) to the Lender by the Required Delivery Date a certificate representing the Warrant Shares so delivered to the Company by the Lender that is free from all restrictive and other legends or (ii) credit the balance account of the Lendersuch Buyer’s or the LenderBuyer’s nominee with DTC for such number of shares of Warrant Shares Securities so delivered to the CompanyCompany by the Required Delivery Date, then, in addition to all other remedies available to such Buyer, at the Lender, but subject to the Limitation on Damages (as defined in the Warrant)sole discretion of such Buyer, the Company shall shall: (i) pay in cash to the Lender such Buyer on each day Trading Day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 31% of the product of (A) the sum of the number of shares of Warrant Shares Common Stock not issued so delivered or credited (as the case may be) to the Lender on a timely basis and to which the Lender is entitled and such Buyer or Buyer’s nominee multiplied by (B) the Closing Sale Price (as defined in the Warrant) of the Common Shares Stock on the Trading Day immediately preceding the Required Delivery Date. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of the Lender’s or the Lender’s nominee with DTC by the Required Delivery Date, and ; or (ii) if on or after the Required Delivery Date the Lender Date, such Buyer (or any other Person in respect, or on behalf, of such Buyer) purchases (in an open market transaction or otherwise) shares of Common Shares Stock to deliver in satisfaction of a sale by such Buyer of all or any portion of the Lender number of shares of Common Shares Stock, or a sale of a number of shares of Common Stock (the “Replacement Shares”) equal to all or any portion of the number of shares of Common Stock, that the Lender such Buyer so anticipated receiving from the Company without any restrictive legend (a “Buy-In”)legend, then the Company shallthen, within three one (31) Trading Days Day after the Lendersuch Xxxxx’s request and in the Lendersuch Buyer’s sole discretion, either (iA) pay cash to the Lender such Buyer in an amount equal to the Lendersuch Buyer’s total purchase price (including brokerage commissionscommissions and other out-of-pocket expenses, if any) for the Common Replacement Shares so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver so credit such certificate Buyer’s balance account shall terminate and such shares shall be cancelled, or (iiB) promptly honor its obligation to deliver to the Lender a certificate or certificates so credit such Buyer’s DTC account representing such number of shares of Common Shares Stock that would have been issued so delivered if the Company timely complied with its obligations hereunder and pay cash to the Lender such Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A1) such number of shares of Warrant Common Stock that the Company was required to deliver to such Buyer by the Required Delivery Date multiplied by (2) the lowest Closing Sale Price (as defined in the Convertible Notes) of the Common Stock on any Trading Day during the period commencing on the date of the delivery by such Buyer to the Company of the applicable Replacement Shares (as the case may be) that and ending on the Company was required to deliver to the Lender by the Required Delivery Date times date of such delivery and payment under this clause (B) the Closing Sale Price of the Common Shares on the Required Delivery Date).

Failure to Timely Deliver; Buy-In. If the Company SPAC fails to use its best efforts to (i) to, for any reason or for no reason, issue and deliver (or cause to be delivered) to the Lender Subscriber (or its designee) by the Required Delivery Date Date, either if the Transfer Agent is not participating in FAST, a certificate representing for the Warrant Shares so delivered number of Exchange Securities to which Subscriber is entitled and register such Exchange Securities on the Company by SPAC’s share register or, if the Lender that Transfer Agent is free from all restrictive and other legends or (ii) participating in FAST, to credit the balance account of the LenderSubscriber or Subscriber’s or the Lender’s nominee designee with DTC for such number of shares of Warrant Shares so delivered Exchange Securities to the Companywhich Subscriber is entitled (a “Delivery Failure”), then, in addition to all other remedies available to the Lender, but subject to the Limitation on Damages (as defined in the Warrant)Subscriber, the Company SPAC shall pay in cash to the Lender Subscriber on each day after the Required Share Delivery Date that the issuance or credit of and during such shares is not timely effected Delivery Failure an amount equal to 32% of the product of (A) the sum of the number of shares of Warrant Shares SPAC Common Stock not issued to Subscriber on or prior to the Lender on a timely basis Required Delivery Date and to which the Lender Subscriber is entitled entitled, and (B) the Closing Sale Price (as defined in the Warrant) any trading price of the SPAC Common Shares Stock selected by Subscriber in writing as in effect at any time during the period beginning on the Required Delivery Date and ending on the applicable Share Delivery Date. In addition to the foregoing, if on or prior to the Company fails Required Delivery Date, if the Transfer Agent is not participating in FAST, the SPAC shall fail to so properly issue and deliver a certificate to Subscriber and register such unlegended certificates or so properly shares of SPAC Common Stock on the SPAC’s share register or, if the Transfer Agent is participating in FAST, credit the balance account of the LenderSubscriber or Subscriber’s or the Lender’s nominee designee with DTC by for the Required Delivery Datenumber of shares of Exchange Securities to which Subscriber is entitled, and if on or after the Required Delivery Date the Lender such Trading Day Subscriber purchases (in an open market transaction or otherwise) shares of SPAC Common Shares Stock to deliver in satisfaction of a sale by Subscriber of the Lender of Common Shares that the Lender anticipated receiving Exchange Securities to which Subscriber is entitled to receive from the Company without any restrictive legend SPAC (a “Buy-In”), then the Company SPAC shall, within three two (32) Trading Days after the LenderSubscriber’s request and in the LenderSubscriber’s sole discretion, either (i) pay cash to the Lender Subscriber in an amount equal to the LenderSubscriber’s total purchase price (including brokerage commissionscommissions and other out-of-pocket expenses, if any) , for the shares of SPAC Common Shares Stock so purchased purchased) (the “Buy-In Price”), at which point the CompanySPAC’s obligation to so deliver such certificate or credit Subscriber’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to the Lender Subscriber a certificate or certificates or credit the balance account of Subscriber or Subscriber’s designee with DTC representing such number of shares of SPAC Common Shares Stock that would have been issued so delivered if the Company SPAC timely complied with its obligations hereunder and pay cash to the Lender Subscriber in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Warrant Shares (as the case may be) Exchange Securities that the Company SPAC was required to deliver to the Lender Subscriber by the Required Delivery Date times multiplied by (B) the lowest Closing Sale Price (as defined in the Notes) of the SPAC Common Shares Stock on any Trading Day during the period commencing on the Required Delivery DateDate and ending on the date of such delivery and payment under this clause (ii). Nothing shall limit Subscriber’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 or SPAC’s, as applicable, failure to timely deliver certificates representing shares of SPAC Common Stock (or to electronically deliver such shares of SPAC Common Stock) as required pursuant to the terms hereof. Notwithstanding anything herein to the contrary, with respect to any given Delivery Failure, this Section 6(e) shall not apply to Subscriber to the extent the SPAC has already paid such amounts in full to Subscriber with respect to such Delivery Failure, as applicable, pursuant to the analogous sections of the Note held by Subscriber.

Failure to Timely Deliver; Buy-In. If the Company fails to use its best efforts to (i) issue and deliver (or cause to be delivered) to the Lender by the Required Delivery Date a certificate representing the Warrant Shares so delivered to the Company by the Lender that is free from all restrictive and other legends or (ii) credit the balance account of the Lendersuch Buyer’s or the LenderBuyer’s nominee with DTC for such number of shares of Warrant Shares Securities so delivered to the CompanyCompany by the Required Delivery Date, then, in addition to all other remedies available to such Buyer, at the Lender, but subject to the Limitation on Damages (as defined in the Warrant)sole discretion of such Buyer, the Company shall shall: (i) pay in cash to the Lender such Buyer on each day Trading Day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 31% of the product of (A) the sum of the number of shares of Warrant Shares Common Stock not issued so delivered or credited (as the case may be) to the Lender on a timely basis and to which the Lender is entitled and such Buyer or Buyer’s nominee multiplied by (B) the Closing Sale Price (as defined in the Warrant) of the Common Shares Stock on the Trading Day immediately preceding the Required Delivery Date. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of the Lender’s or the Lender’s nominee with DTC by the Required Delivery Date, and ; or (ii) if on or after the Required Delivery Date the Lender Date, such Buyer (or any other Person in respect, or on behalf, of such Buyer) purchases (in an open market transaction or otherwise) shares of Common Shares Stock to deliver in satisfaction of a sale by such Buyer of all or any portion of the Lender number of shares of Common Shares Stock, or a sale of a number of shares of Common Stock (the “Replacement Shares”) equal to all or any portion of the number of shares of Common Stock, that the Lender such Buyer so anticipated receiving from the Company without any restrictive legend (a “Buy-In”)legend, then the Company shallthen, within three one (31) Trading Days Day after the Lendersuch Xxxxx’s request and in the Lendersuch Buyer’s sole discretion, either either (iA) pay cash to the Lender such Buyer in an amount equal to the Lendersuch Buyer’s total purchase price (including brokerage commissionscommissions and other out-of-pocket expenses, if any) for the Common Replacement Shares so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver so credit such certificate Buyer’s balance account shall terminate and such shares shall be cancelled, or (iiB) promptly honor its obligation to deliver to the Lender a certificate or certificates so credit such Buyer’s DTC account representing such number of shares of Common Shares Stock that would have been issued so delivered if the Company timely complied with its obligations hereunder and pay cash to the Lender such Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A1) such number of shares of Warrant Common Stock that the Company was required to deliver to such Buyer by the Required Delivery Date multiplied by (2) the lowest Closing Sale Price (as defined in the Convertible Notes) of the Common Stock on any Trading Day during the period commencing on the date of the delivery by such Buyer to the Company of the applicable Replacement Shares (as the case may be) that and ending on the Company was required to deliver to the Lender by the Required Delivery Date times date of such delivery and payment under this clause (B) the Closing Sale Price of the Common Shares on the Required Delivery Date).

Failure to Timely Deliver; Buy-In. If the Company fails to use its best efforts to (i) issue and deliver (or cause to be delivered) to the Lender by the Required Delivery Date a certificate representing the Warrant Shares so delivered to the Company by the Lender that is free from all restrictive and other legends or (ii) credit the balance account of the Lender’s or the Lender’s nominee with DTC for such number of shares of Warrant Shares so delivered to the Company, then, in addition to all other remedies available to the Lender, but subject to the Limitation on Damages (as defined in the Warrant), the Company shall pay in cash to the Lender on each day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 3% of the product of (A) the sum of the number of shares of Warrant Shares not issued to the Lender on a timely basis and to which the Lender is entitled and (B) the Closing Sale Price (as defined in the Warrant) of the Common Shares on the Required Delivery Date. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of the Lendersuch Purchaser’s or the Lendersuch Purchaser’s nominee with DTC by the Required Delivery Date, and if on or after the Required Delivery Date the Lender a Purchaser purchases (in an open market transaction or otherwise) shares of Common Shares Stock to deliver in satisfaction of a sale by the Lender such Purchaser of shares of Common Shares Stock that the Lender such Purchaser anticipated receiving from the Company without any restrictive legend (a “Buy-In”)legend, then then, in addition to all other remedies available to such Purchaser, the Company shall, within three (3) five Trading Days after the LenderRequired Delivery Date, promptly honor its obligation to deliver to such Purchaser a certificate or certificates or credit such Purchaser’s request 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 in the Lender’s sole discretion, either (i) pay cash to the Lender such Purchaser in an amount equal to the Lenderexcess (if any) of the Buy-In Price (as defined below) over the product of (A) such number of shares of Common Stock that the Company was required to deliver to such Purchaser by the Required Delivery Date times (B) the closing price of the Common Stock on the Trading Day immediately preceding the Required Delivery Date. If within five Trading Days following the Required Delivery Date, the Company fails to deliver to such Purchaser a certificate or certificates or credit such 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, the Company shall pay cash to such Purchaser in an amount equal to such Purchaser’s total purchase price (including brokerage commissions, if any) for the shares of Common Shares Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate or credit such Purchaser’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to deliver to the Lender a certificate or certificates representing such number of Common Shares that would have been issued if the Company timely complied with its obligations hereunder and pay cash to the Lender in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Warrant Shares (as the case may be) that the Company was required to deliver to the Lender by the Required Delivery Date times (B) the Closing Sale Price of the Common Shares on the Required Delivery Date.