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

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. If the Corporation fails to deliver to the Holder such certificate or certificates pursuant to Section 6(e)(i) by a Share Delivery Date, and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise) Common Stock to deliver in satisfaction of a sale by such Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a "Buy-In"), then the Corporation shall pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such Holder was entitled to receive from the conversion at issue multiplied by (2) the price at which the sell order giving rise to such purchase obligation was executed (including brokerage commissions, if any). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred Stock with respect to which the aggregate sale price giving rise to such purchase obligation is $10,000, the Corporation shall be required to pay the Holder $1,000. The Holder shall provide the Corporation written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Corporation. Nothing herein shall limit a Holder's right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Corporation's failure to timely deliver certificates representing shares of Common Stock upon conversion of the shares of Preferred Stock as required pursuant to the terms hereof.

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. If In addition to any other rights available to the Corporation Holder, if the Company fails for any reason to deliver to the Holder such certificate or certificates by the Share Delivery Date pursuant to Section 6(e)(i) by a Share Delivery Date4(d)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise) ), or the Holder or its brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by such the Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a "“Buy-In"”), then the Corporation Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount by which (x) the Holder's ’s total purchase price (including any brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such the Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue (if anysurrendered) this Debenture in a principal amount equal to the principal amount of the attempted conversion or deliver to the Holder the number of shares of Common Stock that would have been issued if the Company had timely complied with its delivery requirements under Section 4(d)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred Stock this Debenture with respect to which the aggregate actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation is was a total of $10,00010,000 under clause (A) of the immediately preceding sentence, the Corporation Company shall be required to pay the Holder $1,000. The Holder shall provide the Corporation Company written notice indicating the amounts payable to the Holder in respect of the Buy-InIn and, together with applicable confirmations and other upon request of the Company, evidence reasonably requested by of the Corporationamount of such loss. Nothing herein shall limit a Holder's ’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 Corporation's Company’s failure to timely deliver certificates representing shares of Common Stock upon conversion of the shares of Preferred Stock this Debenture as required pursuant to the terms hereof.

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. If In addition to any other rights available to the Corporation Holder, if the Company fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 6(e)(i4(d)(ii) by a Share the second Trading Day after the Conversion Delivery Date, and if after such Share Delivery Date Trading Day the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise) Common Stock to deliver in satisfaction of a sale by such Holder of the Conversion Shares which the Holder was entitled to receive anticipated receiving upon the such conversion relating to such Share Delivery Date (a "Buy-In"), then the Corporation Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such Holder was entitled to receive anticipated receiving from the conversion at issue multiplied by (2) the actual sale price of the Common Stock at which the sell order giving rise to such purchase obligation was executed time of the sale (including brokerage commissions, if any) giving rise to such purchase obligation and (B) at the option of the Holder, either reissue Debentures in principal amount equal to the principal amount of the attempted conversion or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its delivery requirements under Section 4(d)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred Stock Debentures with respect to which the aggregate actual sale price of the Conversion Shares at the time of the sale (including brokerage commissions, if any) giving rise to such purchase obligation is was a total of $10,00010,000 under clause (A) of the immediately preceding sentence, the Corporation Company shall be required to pay the Holder $1,000. The Holder shall provide the Corporation Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Corporation. Nothing Notwithstanding anything contained herein shall limit a Holder's right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Corporation's contrary, if a Holder requires the Company to make payment in respect of a Buy-In for the failure to timely deliver certificates representing shares of Common Stock upon conversion hereunder and the Company timely pays in full such payment, the Company shall not be required to pay such Holder liquidated damages under Section 4(d)(iv) in respect of the shares of Preferred Stock as required pursuant to the terms hereofcertificates resulting in such Buy-In.

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. If In addition to any other rights available to the Corporation Holder, if the Company fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 6(e)(i4(d)(ii) by a Share Delivery the fifth Trading Day after the Conversion Date, and if after such Share Delivery Date fifth Trading Day the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise) Common Stock to deliver in satisfaction of a sale by such Holder of the Conversion Shares which the Holder was entitled to receive anticipated receiving upon the such conversion relating to such Share Delivery Date (a "“Buy-In"”), then the Corporation Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount by which (x) the Holder's ’s total purchase price (including brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such Holder was entitled to receive anticipated receiving from the conversion at issue multiplied by (2) the actual sale price of the Common Stock at which the sell order giving rise to such purchase obligation was executed time of the sale (including brokerage commissions, if any) giving rise to such purchase obligation and (B) at the option of the Holder, either reissue Notes in principal amount equal to the principal amount of the attempted conversion or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its delivery requirements under Section 4(d)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred Stock Notes with respect to which the aggregate actual sale price of the Conversion Shares at the time of the sale (including brokerage commissions, if any) giving rise to such purchase obligation is was a total of $10,00010,000 under clause (A) of the immediately preceding sentence, the Corporation Company shall be required to pay the Holder $1,000. The Holder shall provide the Corporation Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations In and other evidence reasonably requested by the Corporationall supporting brokerage statements. Nothing Notwithstanding anything contained herein shall limit a Holder's right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Corporation's failure to timely deliver certificates representing shares of Common Stock upon conversion of the shares of Preferred Stock as required pursuant to the terms hereof.contrary;

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. If In addition to any other rights available to the Holder, if the Corporation fails to deliver to a Holder the Holder such applicable certificate or certificates or to effect a DWAC Delivery, as applicable, by the Share Delivery Date pursuant to Section 6(e)(i6(c)(i) (other than a failure solely caused by a Share Delivery Dateincorrect or incomplete information provided by Holder to the Corporation), and if after such Share Delivery Date the such Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise) ), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by such Holder of the Conversion Shares which the such Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a "“Buy-In"”), then the Corporation shall (A) pay in cash to the such Holder (in addition to any other remedies available to or elected by the such Holder) the amount by which (x) the such Holder's ’s total purchase price (including any brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of such Holder, either reissue (if anysurrendered) the shares of Series D Preferred Stock equal to the number of shares of Series D Preferred Stock submitted for conversion or deliver to such Holder the number of shares of Common Stock that would have been issued if the Corporation had timely complied with its delivery requirements under Section 6(c)(i). For example, if the a Holder purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Series D Preferred Stock with respect to which the aggregate actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation is was a total of $10,00010,000 under clause (A) of the immediately preceding sentence, the Corporation shall be required to pay the such Holder $1,000. The Holder shall provide the Corporation written notice notice, within ten (10) Trading Days after the occurrence of a Buy-In, indicating the amounts payable to the such Holder in respect of the such Buy-In, In together with applicable confirmations and other evidence reasonably requested by the Corporation. Nothing herein shall limit a Holder's ’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 Corporation's ’s failure to timely deliver certificates representing shares of Common Stock upon conversion of the shares of Series D Preferred Stock as required pursuant to the terms hereof; provided, however, that the Holder shall not be entitled to both (i) require the reissuance of the shares of Series D Preferred Stock submitted for conversion for which such conversion was not timely honored and (ii) receive the number of shares of Common Stock that would have been issued if the Corporation had timely complied with its delivery requirements under Section 6(c)(i).

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. If In addition to any other rights available to the Corporation Holder, if the Company fails for any reason to deliver to the Holder such certificate or certificates by the Share Delivery Date pursuant to Section 6(e)(i) by a Share Delivery Date4(c)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise) ), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by such the Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a "“Buy-In"”), then the Corporation Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount amount, if any, by which (x) the Holder's ’s total purchase price (including any brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such the Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue (if anysurrendered) this Note in a principal amount equal to the principal amount of the attempted conversion (in which case such conversion shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued if the Company had timely complied with its delivery requirements under Section 4(c)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred Stock this Note with respect to which the aggregate actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation is was a total of $10,00010,000 under clause (A) of the immediately preceding sentence, the Corporation Company shall be required to pay the Holder $1,000. The Holder shall provide the Corporation Company written notice indicating the amounts payable to the Holder in respect of the Buy-InIn and, together with applicable confirmations and other upon request of the Company, evidence reasonably requested by of the Corporationamount of such loss. Nothing herein shall limit a Holder's right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Corporation's failure to timely deliver certificates representing shares of Common Stock upon conversion of the shares of Preferred Stock as required pursuant to the terms hereof.shall

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. If In addition to any other rights available to the Corporation Holder, if the Issuer or from and after the Consolidation Date, the Company, fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 6(e)(i4(d)(ii) by a Share Delivery the third Trading Day after the Conversion Date, and if after such Share Delivery Date third Trading Day the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise) Common Stock to deliver in satisfaction of a sale by such Holder of the Conversion Shares which that the Holder was entitled to receive anticipated receiving upon the such conversion relating to such Share Delivery Date (a "“Buy-In"”), then the Corporation Issuer or the Company, as applicable, shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount by which (x) the Holder's ’s total purchase price (including brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such Holder was entitled to receive anticipated receiving from the conversion at issue multiplied by (2) the actual sale price of the Common Stock at which the sell order giving rise to such purchase obligation was executed time of the sale (including brokerage commissions, if any) giving rise to such purchase obligation and (B) at the option of the Holder, either reissue (if surrendered) this Debenture in a principal amount equal to the principal amount of the Debenture at the time of the attempted conversion or deliver to the Holder the number of shares of Common Stock that would have been issued had the Issuer timely complied with its delivery requirements under Section 4(d)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred Stock this Debenture with respect to which the aggregate actual sale price of the Conversion Shares at the time of the sale (including brokerage commissions, if any) giving rise to such purchase obligation is was a total of $10,00010,000 under clause (A) of the immediately preceding sentence, the Corporation Issuer shall be required to pay the Holder $1,000. The Holder shall provide the Corporation Issuer and the Company, if applicable, prompt written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Corporation. Nothing Notwithstanding anything contained herein shall limit a Holder's right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Corporation's contrary, if a Holder requires the Issuer to make payment in respect of a Buy-In for the failure to timely deliver certificates representing shares of Common Stock upon conversion hereunder and the Issuer timely pays in full such payment, the Issuer and the Company shall not be required to pay such Holder liquidated damages under Section 4(d)(iv) in respect of the shares of Preferred Stock as required pursuant to the terms hereofcertificates resulting in such Buy-In.

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. If In addition to any other rights available to the Holder, if the Corporation fails for any reason to deliver to a Holder the Holder such applicable certificate or certificates by the Share Delivery Date pursuant to Section 6(e)(i) by a Share Delivery Date6(c)(i), and if on or after such Share Delivery Date the such Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise) ), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by such Holder of the Conversion Shares which the such Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a "“Buy-In"”), then the Corporation shall (A) pay in cash to the such Holder (in addition to any other remedies available to or elected by the such Holder) the amount amount, if any, by which (x) the such Holder's ’s total purchase price (or, in the case of a purchase by such brokerage firm, the cost charged by such brokerage firm to such Holder with respect thereto) (including any brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such Holder was entitled to receive from the conversion at issue and which was the subject of such sale multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of such Holder, either reissue (if anysurrendered) the shares of Preferred Stock equal to the number of shares of Preferred Stock submitted for conversion (in which case, such conversion shall be deemed rescinded) or deliver to such Holder the number of shares of Common Stock that would have been issued if the Corporation had timely complied with its delivery requirements under Section 6(c)(i). For example, if the a Holder purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred Stock with respect to which the aggregate actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation is was a total of $10,00010,000 under clause (A) of the immediately preceding sentence, the Corporation shall be required to pay the such Holder $1,000. The Holder shall provide the Corporation written notice indicating the amounts payable to the such Holder in respect of the Buy-InIn and, together with applicable confirmations and other evidence reasonably requested by upon request of the Corporation, evidence of the amount of such loss. Nothing herein shall limit a Holder's ’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 Corporation's ’s failure to timely deliver certificates representing shares of Common Stock upon conversion of the shares of Preferred Stock as required pursuant to the terms hereof.

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. If In addition to any other rights available to the Corporation Holder, if the Company fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 6(e)(i4(d)(ii) by a Share Delivery the third Trading Day after the Conversion Date, and if after such Share Delivery Date third Trading Day the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise) Common Stock to deliver in satisfaction of a sale by such Holder of the Conversion Shares which the Holder was entitled to receive anticipated receiving upon the such conversion relating to such Share Delivery Date (a "Buy-In"), then the Corporation Company shall (A) pay in cash to the Holder (in addition to any other ------ remedies available to or elected by the Holder) the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such Holder was entitled to receive anticipated receiving from the conversion at issue multiplied by (2) the actual sale price of the Common Stock at which the sell order giving rise to such purchase obligation was executed time of the sale (including brokerage commissions, if any) giving rise to such purchase obligation and (B) at the option of the Holder, either reissue Debentures in principal amount equal to the principal amount of the attempted conversion or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its delivery requirements under Section 4(d)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred Stock Debentures with respect to which the aggregate actual sale price of the Conversion Shares at the time of the sale (including brokerage commissions, if any) giving rise to such purchase obligation is was a total of $10,00010,000 under clause (A) of the immediately preceding sentence, the Corporation Company shall be required to pay the Holder $1,000. The Holder shall provide the Corporation Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Corporation. Nothing Notwithstanding anything contained herein shall limit a Holder's right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Corporation's contrary, if a Holder requires the Company to make payment in respect of a Buy-In for the failure to timely deliver certificates representing shares of Common Stock upon conversion hereunder and the Company timely pays in full such payment, the Company shall not be required to pay such Holder liquidated damages under Section 4(d)(iv) in respect of the shares of Preferred Stock as required pursuant to the terms hereofcertificates resulting in such Buy-In.

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. If In addition to any other rights available to the Corporation Holder, if the Company fails for any reason to deliver to the Holder such certificate or certificates by the Share Delivery Date pursuant to Section 6(e)(i) by a Share Delivery Date17(b)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise) ), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by such the Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a "“Buy-In"”), then the Corporation Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount amount, if any, by which (x) the Holder's ’s total purchase price (including any brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such the Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue (if anysurrendered) this Debenture in a principal amount equal to the principal amount of the attempted conversion (in which case such conversion shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued if the Company had timely complied with its delivery requirements under Section 17(b)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred Stock this Debenture with respect to which the aggregate actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation is was a total of $10,00010,000 under clause (A) of the immediately preceding sentence, the Corporation Company shall be required to pay the Holder $1,000. The Holder shall provide the Corporation Company written notice indicating the amounts payable to the Holder in respect of the Buy-InIn and, together with applicable confirmations and other upon request of the Company, evidence reasonably requested by of the Corporationamount of such loss. Nothing herein shall limit a Holder's ’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 Corporation's Company’s failure to timely deliver certificates representing shares of Common Stock upon conversion of the shares of Preferred Stock this Debenture as required pursuant to the terms hereof.

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. If In addition to any other rights available to the Holder, if the Corporation fails for any reason to deliver to a Holder the Holder such applicable certificate or certificates by the Share Delivery Date pursuant to Section 6(e)(i) 6 in the form required by a Share Delivery DateSection 6, and if after such Share Delivery Date the such Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise) ), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by such Holder of the Conversion Shares which the such Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a "“Buy-In"”), then as such Holder’s partial remedy against the Corporation and the Corporation’s partial liability in respect of such Buy-In, the Corporation shall (A) pay in cash to the such Holder (in addition to any other remedies available to or elected by the such Holder) the amount amount, if any, by which (x) the such Holder's ’s total purchase price (including any brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of such Holder, either reissue (if anysurrendered) the shares of Series C Preferred Stock equal to the number of shares of Series C Preferred Stock submitted for conversion (in which case, such conversion shall be deemed rescinded) or deliver to such Holder the number of shares of Common Stock that would have been issued if the Corporation had timely complied with its delivery requirements under Section 6(c)(i). For example, if the a Holder purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Series C Preferred Stock with respect to which the aggregate actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation is was a total of $10,00010,000 under clause (A) of the immediately preceding sentence, the Corporation shall be required to pay the such Holder $1,000. The Holder shall provide the Corporation written notice indicating the amounts payable to the such Holder in respect of the Buy-InIn and, together with applicable confirmations and other evidence reasonably requested by upon request of the Corporation, evidence of the amount of such loss. Nothing herein shall limit a Holder's ’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 Corporation's ’s failure to timely deliver certificates representing shares of Common Stock upon conversion of the shares of Series C Preferred Stock as required pursuant to the terms hereof.

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. If In addition to any other rights available to the Corporation Holder, if the Company fails for any reason to deliver to the Holder such certificate or certificates by the Share Delivery Date pursuant to Section 6(e)(i) by a Share Delivery Date4(c)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise) ), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by such the Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a "“Buy-In"”), then the Corporation Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount amount, if any, by which (x) the Holder's ’s total purchase price (including brokerage commissionscommissions and other out-of-pocket expenses, if any) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such the Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including brokerage commissionscommissions and other out-of-pocket expenses, if any) and (B) at the option of the Holder, either reissue (if surrendered) this Debenture in a principal amount equal to the principal amount of the attempted conversion (in which case such conversion shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued if the Company had timely complied with its delivery requirements under Section 4(c)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred Stock this Debenture with respect to which the aggregate actual sale price of the Conversion Shares (including brokerage commissions and other out-of-pocket expenses, if any) giving rise to such purchase obligation is was a total of $10,000, then under clause (A) of the Corporation immediately preceding sentence, the Company shall be required to pay the Holder $1,000. The Holder shall provide the Corporation Company written notice indicating the amounts payable to the Holder in respect of the Buy-InIn and, together with applicable confirmations and other upon request of the Company, evidence reasonably requested by of the Corporationamount of such loss. Nothing herein shall limit a Holder's ’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 Corporation's Company’s failure to timely deliver certificates representing shares of Common Stock upon conversion of the shares of Preferred Stock this Debenture as required pursuant to the terms hereof.

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. If In addition to any other rights available to the Corporation Holder, if the Company fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 6(e)(i4(d)(ii) by a Share Delivery the third Trading Day after the Conversion Date, and if after such Share Delivery Date third Trading Day the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise) Common Stock to deliver in satisfaction of a sale by such Holder of the Conversion Shares which the Holder was entitled to receive anticipated receiving upon the such conversion relating to such Share Delivery Date (a "Buy-In"), then the Corporation Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such Holder was entitled to receive anticipated receiving from the conversion at issue multiplied by (2) the actual sale price of the Common Stock at which the sell order time of the sale (including brokerage commissions, if any) giving rise to such purchase obligation was executed exceeded and (including brokerage commissionsB) at the option of the Holder, if anyeither reissue Debentures in principal amount equal to the principal amount of the attempted conversion or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its delivery requirements under Section 4(d)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred Stock Debentures with respect to which the aggregate actual sale price of the Conversion Shares at the time of the sale (including brokerage commissions, if any) giving rise to such purchase obligation is was a total of $10,00010,000 under clause (A) of the immediately preceding sentence, the Corporation Company shall be required to pay the Holder $1,000. The Holder shall provide the Corporation Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, In together with applicable confirmations confirmation and other evidence reasonably requested by the CorporationCompany. Nothing Notwithstanding anything contained herein shall limit a Holder's right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Corporation's contrary, if a Holder requires the Company to make payment in respect of a Buy-In for the failure to timely deliver certificates representing shares of Common Stock upon conversion hereunder and the Company timely pays in full such payment, the Company shall not be required to pay such Holder liquidated damages under Section 4(d)(iv) in respect of the shares of Preferred Stock as required pursuant to the terms hereofcertificates resulting in such Buy-In.

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. If In addition to any other rights available to the Corporation Holder and only if after the Original Issue Date the Company becomes subject to the reporting requirements of the Exchange Act, if the Company fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 6(e)(i4(d)(ii) by a Share Delivery the third Business Day after the Conversion Date, and if after such Share Delivery Date third Business Day the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise) Common Stock to deliver in satisfaction of a sale by such Holder of the Conversion Shares which the Holder was entitled to receive anticipated receiving upon the such conversion relating to such Share Delivery Date (a "Buy-In"), then the Corporation Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such Holder was entitled to receive anticipated receiving from the conversion at issue multiplied by (2) the actual sale price of the Common Stock at which the sell order giving rise to such purchase obligation was executed time of the sale (including brokerage commissions, if any) giving rise to such purchase obligation and (B) at the option of the Holder, either reissue Debentures in principal amount equal to the principal amount of the attempted conversion or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its delivery requirements under Section 4(d)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred Stock Debentures with respect to which the aggregate actual sale price of the Conversion Shares at the time of the sale (including brokerage commissions, if any) giving rise to such purchase obligation is was a total of $10,00010,000 under clause (A) of the immediately preceding sentence, the Corporation Company shall be required to pay the Holder $1,000. The Holder shall provide the Corporation Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Corporation. Nothing Notwithstanding anything contained herein shall limit a Holder's right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Corporation's contrary, if a Holder requires the Company to make payment in respect of a Buy-In for the failure to timely deliver certificates representing shares of Common Stock upon conversion hereunder and the Company timely pays in full such payment, the Company shall not be required to pay such Holder liquidated damages under Section 4(d)(iv) in respect of the shares of Preferred Stock as required pursuant to the terms hereofcertificates resulting in such Buy-In.

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. If In addition to any other rights available to the Corporation Holder, if the Company is obligated to and fails for any reason to deliver to the Holder such certificate or certificates by the Share Delivery Date pursuant to Section 6(e)(i) by a Share Delivery Date4(d)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise) ), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by such the Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a "“Buy-In"”), then the Corporation Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount by which (x) the Holder's ’s total purchase price (including any brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such the Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue (if anysurrendered) this Note in a principal amount equal to the principal amount of the attempted conversion or deliver to the Holder the number of shares of Common Stock that would have been issued if the Company had timely complied with its delivery requirements under Section 4(d)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred Stock this Note with respect to which the aggregate actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation is was a total of $10,00010,000 under clause (A) of the immediately preceding sentence, the Corporation Company shall be required to pay the Holder $1,000. The Holder shall provide the Corporation Company written notice indicating the amounts payable to the Holder in respect of the Buy-InIn and, together with applicable confirmations and other upon request of the Company, evidence reasonably requested by of the Corporationamount of such loss. Nothing herein shall limit a Holder's ▇▇▇▇▇▇’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 Corporation's Company’s failure to timely deliver certificates representing shares of Common Stock upon conversion of the shares of Preferred Stock this Note as required pursuant to the terms hereof.

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. If In addition to any other rights available to the Corporation Holder, if the Company fails for any reason to deliver to the Holder such certificate or certificates by the Share Delivery Date pursuant to Section 6(e)(i) by a Share Delivery Date4(d)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise) ), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by such the Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a "“Buy-In"”), then the Corporation Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount amount, if any, by which (x) the Holder's ’s total purchase price (including any brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such the Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue (if anysurrendered) this Note in a principal amount equal to the principal amount of the attempted conversion (in which case such conversion shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued if the Company had timely complied with its delivery requirements under Section 4(d)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred Stock this Note with respect to which the aggregate actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation is was a total of $10,00010,000 under clause of the immediately preceding sentence, the Corporation Company shall be required to pay the Holder $1,000. The Holder shall provide the Corporation Company written notice indicating the amounts payable to the Holder in respect of the Buy-InIn and, together with applicable confirmations and other upon request of the Company, evidence reasonably requested by of the Corporationamount of such loss. Nothing herein shall limit a Holder's ’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 Corporation's Company’s failure to timely deliver certificates representing shares of Common Stock upon conversion of the shares of Preferred Stock this Note as required pursuant to the terms hereof.

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. If In addition to any other rights available to the Corporation Holder, if the Company fails for any reason to deliver to the Holder such certificate or certificates by the Share Delivery Date pursuant to Section 6(e)(i) by a Share Delivery Date4(d)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise) ), or the Holder's brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by such Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a "Buy-In"), then the Corporation Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount by which (x) the Holder's total purchase price (including any brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions), and (B) at the option of the Holder, either reissue (if surrendered) this Debenture in a Principal Amount equal to the Principal Amount of the attempted conversion or deliver to the Holder the number of shares of Common Stock that would have been issued if the Company had timely complied with its delivery requirements under Section 4(d)(ii) plus (C) the brokerage commissions, if any), resulting from such sale. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred Stock this Debenture with respect to which the aggregate actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation is was a total of $10,00010,000 under clause (A) of the immediately preceding sentence, the Corporation Company shall be required to pay the Holder $1,000. The Holder shall provide the Corporation Company written notice indicating the amounts payable to the Holder in respect of the Buy-InIn and, together with applicable confirmations and other upon request of the Company, evidence reasonably requested by of the Corporationamount of such loss. Nothing herein shall limit a Holder's right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the CorporationCompany's failure to timely deliver certificates representing shares of Common Stock upon conversion of the shares of Preferred Stock this Debenture as required pursuant to the terms hereof.

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. If In addition to any other rights available to the Corporation Holder, if the Company fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 6(e)(i7(d)(ii) by a Share Delivery the fifth Trading Day after the Conversion Date, and if after such Share Delivery Date fifth Trading Day the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise) Common Stock to deliver in satisfaction of a sale by such Holder of the Conversion Shares which the Holder was entitled to receive anticipated receiving upon the such conversion relating to such Share Delivery Date (a "“Buy-In"”), then the Corporation Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such Holder was entitled to receive anticipated receiving from the conversion at issue multiplied by (2) the actual sale price of the Common Stock at which the sell order giving rise to such purchase obligation was executed time of the sale (including brokerage commissions, if any) giving rise to such purchase obligation and (B) at the option of the Holder, either reissue Notes in principal amount equal to the principal amount of the attempted conversion or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its delivery requirements under Section 7(e)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred Stock Notes with respect to which the aggregate actual sale price of the Conversion Shares at the time of the sale (including brokerage commissions, if any) giving rise to such purchase obligation is was a total of $10,00010,000 under clause (A) of the immediately preceding sentence, the Corporation Company shall be required to pay the Holder $1,000. The Holder shall provide the Corporation Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Corporation. Nothing Notwithstanding anything contained herein shall limit a Holder's right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Corporation's contrary, if a Holder requires the Company to make payment in respect of a Buy-In for the failure to timely deliver certificates representing shares of Common Stock upon conversion hereunder and the Company timely pays in full such payment, the Company shall not be required to pay such Holder liquidated damages under Section 7(d)(iv) in respect of the shares of Preferred Stock as required pursuant to the terms hereofcertificates resulting in such Buy-In.

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. If In addition to any other rights available to the Corporation Holder, if the Company fails for any reason to deliver to the Holder such certificate or certificates by the Share Delivery Date pursuant to Section 6(e)(i) by a Share Delivery Date4(c)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a "“Buy-In"”), then the Corporation Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount by which (x) the Holder's ’s total purchase price (including any brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such Holder was entitled to receive from the conversion at issue multiplied by (2) the price Conversion Price of such conversion and (B) at which the sell order giving rise option of the Holder, either reissue (if surrendered) this Note in a principal amount equal to such purchase obligation was executed (including brokerage commissions, the principal amount of the attempted conversion or deliver to the Holder the number of shares of Common Stock that would have been issued if anythe Company had timely complied with its delivery requirements under Section 4(c)(ii). For example, if the Holder purchases 1,000 shares of Common Stock having a total purchase price of $11,000 5,000 (including brokerage commissions) to cover a Buy-In with respect to an attempted conversion of this Note into 1,000 shares of Preferred Common Stock with respect to which at a Conversion Price of $4.00 per share, under clause (A) of the aggregate sale price giving rise to such purchase obligation is $10,000immediately preceding sentence, the Corporation Company shall be required to pay the Holder $1,000. The Holder shall provide the Corporation Company written notice indicating the amounts payable to the Holder in respect of the Buy-InIn and, together with applicable confirmations and other upon request of the Company, evidence reasonably requested by of the Corporationamount of such loss. Nothing herein shall limit a Holder's ▇▇▇▇▇▇’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 Corporation's Company’s failure to timely deliver certificates representing shares of Common Stock upon conversion of the shares of Preferred Stock this Note as required pursuant to the terms hereof.

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. If In addition to any other rights available to the Corporation Holder, if the Company fails for any reason to deliver to the Holder such certificate certificate(s) or certificates shares by the Share Delivery Date pursuant to Section 6(e)(i) by a Share Delivery Date4(d)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise) ), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by such the Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a "“Buy-In"”), then the Corporation Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount by which (x) the Holder's ’s total purchase price (including any brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such the Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue (if anysurrendered) this Note in a principal amount equal to the principal amount of the attempted conversion or deliver to the Holder the number of shares of Common Stock that would have been issued if the Company had timely complied with its delivery requirements under Section 4(d)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred Stock this Note with respect to which the aggregate actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation is was a total of $10,00010,000 under clause (A) of the immediately preceding sentence, the Corporation Company shall be required to pay the Holder $1,000. The Holder shall provide the Corporation Company written notice indicating the amounts payable to the Holder in respect of the Buy-InIn and, together with applicable confirmations and other upon request of the Company, evidence reasonably requested by of the Corporationamount of such loss. Nothing herein shall limit a the Holder's ’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 Corporation's Company’s failure to timely deliver certificates representing shares of Common Stock upon conversion of the shares of Preferred Stock this Note as required pursuant to the terms hereof.

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. If In addition to any other rights available to the Corporation Holder, if the Company fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 6(e)(i4(d)(ii) by a Share Delivery the fifth Trading Day after the Conversion Date, and if after such Share Delivery Date fifth Trading Day the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise) Common Stock to deliver in satisfaction of a sale by such Holder of the Conversion Shares which the Holder was entitled to receive anticipated receiving upon the such conversion relating to such Share Delivery Date (a "Buy-In"), then the Corporation Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such Holder was entitled to receive anticipated receiving from the conversion at issue multiplied by (2) the actual sale price of the Common Stock at which the sell order giving rise to such purchase obligation was executed time of the sale (including brokerage commissions, if any) giving rise to such purchase obligation and (B) at the option of the Holder, either reissue (if surrendered) this Debenture in a principal amount equal to the principal amount of the attempted conversion or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its delivery requirements under Section 4(d)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred Stock this Debenture with respect to which the aggregate actual sale price of the Conversion Shares at the time of the sale (including brokerage commissions, if any) giving rise to such purchase obligation is was a total of $10,00010,000 under clause (A) of the immediately preceding sentence, the Corporation Company shall be required to pay the Holder $1,000. The Holder shall provide the Corporation Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Corporation. Nothing herein shall limit a Holder's right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Corporation's failure to timely deliver certificates representing shares of Common Stock upon conversion of the shares of Preferred Stock as required pursuant to the terms hereof.

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. If In addition to any other rights available to the Corporation Holder, if the Company fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 6(e)(i4(d)(ii) by a Share Delivery the fifth Trading Day after the Conversion Date, and if after such Share Delivery Date fifth Trading Day the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise) Common Stock to deliver in satisfaction of a sale by such Holder of the Conversion Shares which the Holder was entitled to receive anticipated receiving upon the such conversion relating to such Share Delivery Date (a "Buy-In"), then the Corporation Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such Holder was entitled to receive anticipated receiving from the conversion at issue multiplied by (2) the actual sale price of the Common Stock at which the sell order giving rise to such purchase obligation was executed time of the sale (including brokerage commissions, if any) giving rise to such purchase obligation and (B) at the option of the Holder, either reissue (if surrendered) this Debenture in a principal amount equal to the principal amount of the attempted conversion or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its delivery requirements under Section 4(d)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred Stock this Debenture with respect to which the aggregate actual sale price of the Conversion Shares at the time of the sale (including brokerage commissions, if any) giving rise to such purchase obligation is was a total of $10,00010,000 under clause (A) of the immediately preceding sentence, the Corporation Company shall be required to pay the Holder $1,000. The Holder shall provide the Corporation Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Corporation. Nothing Notwithstanding anything contained herein shall limit a Holder's right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Corporation's contrary, if the Holder requires the Company to make payment in respect of a Buy-In for the failure to timely deliver certificates representing shares of Common Stock upon conversion hereunder and the Company timely pays in full such payment, the Company shall not be required to pay such Holder liquidated damages under Section 4(d)(iv) in respect of the shares of Preferred Stock as required pursuant to the terms hereofcertificates resulting in such Buy-In.

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. If In addition to any other rights available to the Corporation Holder, if the Company fails for any reason to deliver to the Holder such certificate or certificates by the Share Delivery Date pursuant to Section 6(e)(i) by a Share Delivery Date4(d)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise) ), or the Holder's brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by such Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a "Buy-In"), then the Corporation Company shall (A) pay in cash to the Holder (in ------ addition to any other remedies available to or elected by the Holder) the amount by which (x) the Holder's total purchase price (including any brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue (if anysurrendered) this Debenture in a principal amount equal to the principal amount of the attempted conversion or deliver to the Holder the number of shares of Common Stock that would have been issued if the Company had timely complied with its delivery requirements under Section 4(d)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred Stock this Debenture with respect to which the aggregate actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation is was a total of $10,00010,000 under clause (A) of the immediately preceding sentence, the Corporation Company shall be required to pay the Holder $1,000. The Holder shall provide the Corporation Company written notice indicating the amounts payable to the Holder in respect of the Buy-InIn and, together with applicable confirmations and other upon request of the Company, evidence reasonably requested by of the Corporationamount of such loss. Nothing herein shall limit a Holder's right to pursue any other remedies available to it hereunder▇▇ ▇▇▇eunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the CorporationCompany's failure to timely deliver certificates representing shares of Common Stock upon conversion of the shares of Preferred Stock this Debenture as required pursuant to the terms hereof.

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. If In addition to any other rights available to the Corporation Holder, if the Company fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 6(e)(i) by a the Share Delivery Deliver Date, and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise) ), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by such the Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a "“Buy-In"”), then the Corporation Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) , if any, the amount by which (x) the Holder's ’s total purchase price (including any brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such the Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue (if any)surrendered) this Note in a principal amount equal to the principal amount of the attempted conversion (in which case such conversion shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued if the Company had timely complied with its delivery requirements hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred Stock this Note with respect to which the aggregate actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation is was a total of $10,00010,000 under clause (A) of the im- mediately preceding sentence, the Corporation Company shall be required to pay the Holder $1,000. The Holder shall provide the Corporation Company written notice indicating the amounts payable to the Holder in respect of the Buy-InIn and, together with applicable confirmations and other evidence reasonably requested by the Corporation. Nothing herein shall limit a Holder's right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Corporation's failure to timely deliver certificates representing shares of Common Stock upon conversion request of the shares Company, evidence of Preferred Stock as required pursuant to the terms hereofamount of such loss.

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. If In addition to any other rights available to the Corporation Holder, if the Company fails for any reason to deliver to the Holder such certificate or certificates by the Share Delivery Date pursuant to Section 6(e)(i) by a Share Delivery Date4(d)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a "Buy-In"), then the Corporation Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount by which (x) the Holder's total purchase price (including any brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue (if anysurrendered) this Debenture in a principal amount equal to the principal amount of the attempted conversion or deliver to the Holder the number of shares of Common Stock that would have been issued if the Company had timely complied with its delivery requirements under Section 4(d)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred Stock this Debenture with respect to which the aggregate actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation is was a total of $10,00010,000 under clause (A) of the immediately preceding sentence, the Corporation Company shall be required to pay the Holder $1,000. The Holder shall provide the Corporation Company written notice indicating the amounts payable to the Holder in respect of the Buy-InIn and, together with applicable confirmations and other upon request of the Company, evidence reasonably requested by of the Corporationamount of such loss. Nothing herein shall limit a Holder's right to pursue any other remedies available to it hereunder▇▇reunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the CorporationCompany's failure to timely deliver certificates representing shares of Common Stock upon conversion of the shares of Preferred Stock this Debenture as required pursuant to the terms hereof.

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. If In addition to any other rights available to the Corporation Holder, if the Company fails for any reason to deliver to the Holder such certificate or certificates by the Share Delivery Date pursuant to Section 6(e)(i) by a Share Delivery Date4(c)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise) ), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by such the Holder of the Conversion Underlying Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a "“Buy-In"”), then the Corporation Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount amount, if any, by which (x) the Holder's ’s total purchase price (including any brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such the Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue (if anysurrendered) this Note in a principal amount equal to the principal amount of the attempted conversion (in which case such conversion shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued if the Company had timely complied with its delivery requirements under Section 4(c)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred Stock this Note with respect to which the aggregate actual sale price of the Underlying Shares (including any brokerage commissions) giving rise to such purchase obligation is was a total of $10,00010,000 under clause (A) of the immediately preceding sentence, the Corporation Company shall be required to pay the Holder $1,000. The Holder shall provide the Corporation Company written notice indicating the amounts payable to the Holder in respect of the Buy-InIn and, together with applicable confirmations and other upon request of the Company, evidence reasonably requested by of the Corporationamount of such loss. Nothing herein shall limit a Holder's H▇▇▇▇▇’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 Corporation's Company’s failure to timely deliver certificates representing shares of Common Stock upon conversion of the shares of Preferred Stock this Note as required pursuant to the terms hereof.

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. If In addition to any other rights available to the Corporation Holder, if the Company fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 6(e)(i4(d)(ii) by a Share Delivery the third Trading Day after the Conversion Date, and if after such Share Delivery Date third Trading Day the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise) Common Stock to deliver in satisfaction of a sale by such Holder of the Conversion Shares which the Holder was entitled to receive anticipated receiving upon the such conversion relating to such Share Delivery Date (a "“Buy-In"”), then the Corporation Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such Holder was entitled to receive anticipated receiving from the conversion at issue multiplied by (2) the actual sale price of the Common Stock at which the sell order giving rise to such purchase obligation was executed time of the sale (including brokerage commissions, if any) giving rise to such purchase obligation and (B) at the option of the Holder, either reissue Notes in principal amount equal to the principal amount of the attempted conversion or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its delivery requirements under Section 4(e)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred Stock Notes with respect to which the aggregate actual sale price of the Conversion Shares at the time of the sale (including brokerage commissions, if any) giving rise to such purchase obligation is was a total of $10,00010,000 under clause (A) of the immediately preceding sentence, the Corporation Company shall be required to pay the Holder $1,000. The Holder shall provide the Corporation Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Corporation. Nothing Notwithstanding anything contained herein shall limit a Holder's right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Corporation's contrary, if a Holder requires the Company to make payment in respect of a Buy-In for the failure to timely deliver certificates representing shares of Common Stock upon conversion hereunder and the Company timely pays in full such payment, the Company shall not be required to pay such Holder liquidated damages under Section 4(d)(iv) in respect of the shares of Preferred Stock as required pursuant to the terms hereofcertificates resulting in such Buy-In.

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. If In addition to any other rights available to the Corporation Holder, if the Company fails for any reason to deliver to the Holder such certificate or certificates by the Share Delivery Date pursuant to Section 6(e)(i) by a Share Delivery Date4(d)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise) ), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by such the Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a "“ Buy-In"In ”), then the Corporation Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount by which (x) the Holder's ’s total purchase price (including any brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such the Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue (if anysurrendered) this Debenture in a principal amount equal to the principal amount of the attempted conversion or deliver to the Holder the number of shares of Common Stock that would have been issued if the Company had timely complied with its delivery requirements under Section 4(d)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred Stock this Debenture with respect to which the aggregate actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation is was a total of $10,00010,000 under clause (A) of the immediately preceding sentence, the Corporation Company shall be required to pay the Holder $1,000. The Holder shall provide the Corporation Company written notice indicating the amounts payable to the Holder in respect of the Buy-InIn and, together with applicable confirmations and other upon request of the Company, evidence reasonably requested by of the Corporationamount of such loss. Nothing herein shall limit a Holder's ’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 Corporation's Company’s failure to timely deliver certificates representing shares of Common Stock upon conversion of the shares of Preferred Stock this Debenture as required pursuant to the terms hereof.

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. If In addition to any other rights available to the Corporation New Purchaser, if Borrower fails for any reason to deliver to the Holder New Purchaser such certificate or certificates by the Share Delivery Date pursuant to Section 6(e)(i) by a Share Delivery Date4(c)(ii), and if after such Share Delivery Date the Holder New Purchaser is required by its brokerage firm to purchase (in an open market transaction or otherwise) ), or the New Purchaser or New Purchaser’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by such Holder the New Purchaser of the Conversion Shares which the Holder New Purchaser was entitled to receive upon the conversion relating to such Share Delivery Date (a "“Buy-In"”), then the Corporation Borrower shall (A) pay in cash to the Holder New Purchaser (in addition to any other remedies available to or elected by the HolderNew Purchaser) the amount amount, if any, by which (x) the Holder's New Purchaser’s total purchase price (including any brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such Holder the New Purchaser was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of the New Purchaser, either reissue (if anysurrendered) this Note in a principal amount equal to the principal amount of the attempted conversion (in which case such conversion shall be deemed rescinded) or deliver to the New Purchaser the number of shares of Common Stock that would have been issued if Borrower had timely complied with its delivery requirements under Section 4(c)(ii). For example, if the Holder New Purchaser purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred Stock this Note with respect to which the aggregate actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation is was a total of $10,00010,000 under clause (A) of the immediately preceding sentence, the Corporation Borrower shall be required to pay the Holder New Purchaser $1,000. The Holder New Purchaser shall provide the Corporation Borrower written notice indicating the amounts payable to the Holder New Purchaser in respect of the Buy-InIn and, together with applicable confirmations and other upon request of Borrower, evidence reasonably requested by of the Corporationamount of such loss. Nothing herein shall limit a Holder's New 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 Corporation's B▇▇▇▇▇▇▇’s failure to timely deliver certificates representing shares of Common Stock upon conversion of the shares of Preferred Stock this Note as required pursuant to the terms hereof.

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. If In addition to any other rights available to the Corporation Holder, if the Company fails for any reason to deliver to the Holder such certificate or certificates by the Share Delivery Date pursuant to Section 6(e)(i) by a Share Delivery Date4(c)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise) ), or the Holder's brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by such the Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a "Buy-In"), then the Corporation Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount amount, if any, by which (x) the Holder's total purchase price (including any brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such the Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue (if anysurrendered) this Note in a principal amount equal to the principal amount of the attempted conversion (in which case such conversion shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued if the Company had timely complied with its delivery requirements under Section 4(c)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred Stock this Note with respect to which the aggregate actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation is was a total of $10,00010,000 under clause (A) of the immediately preceding sentence, the Corporation Company shall be required to pay the Holder $1,000. The Holder shall provide the Corporation Company written notice indicating the amounts payable to the Holder in respect of the Buy-InIn and, together with applicable confirmations and other upon request of the Company, evidence reasonably requested by of the Corporationamount of such loss. Nothing herein shall limit a Holder's right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the CorporationCompany's failure to timely deliver certificates representing shares of Common Stock upon conversion of the shares of Preferred Stock this Note as required pursuant to the terms hereof.

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. If In addition to any other rights available to the Corporation Holder, if the Company fails for any reason to deliver to the Holder such certificate or certificates by the Share Delivery Date pursuant to Section 6(e)(i) by a 4(d)(ii), and if, after such Share Delivery Date, and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise) ), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by such the Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a "“Buy-In"”), then the Corporation Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount by which (x) the Holder's ’s total purchase price (including any brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such the Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue (if anysurrendered) this Debenture in a principal amount equal to the principal amount of the attempted conversion or deliver to the Holder the number of shares of Common Stock that would have been issued if the Company had timely complied with its delivery requirements under Section 4(d)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred Stock this Debenture with respect to which the aggregate actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation is was a total of $10,00010,000 under clause (A) of the immediately preceding sentence, the Corporation Company shall be required to pay the Holder $1,000. The Holder shall provide the Corporation Company written notice indicating the amounts payable to the Holder in respect of the Buy-InIn and, together with applicable confirmations and other upon request of the Company, evidence reasonably requested by of the Corporationamount of such loss. Nothing herein shall limit a Holder's ’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 Corporation's Company’s failure to timely deliver certificates representing shares of Common Stock upon conversion of the shares of Preferred Stock this Debenture as required pursuant to the terms hereof.

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. If In addition to any other rights available to the Corporation Holder, if the Company fails for any reason to deliver to the Holder such certificate or certificates by the Share Delivery Date pursuant to Section 6(e)(i) by a Share Delivery Date4(d)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise) ), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by such the Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a "“Buy-In"”), then the Corporation Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount by which (x) the Holder's ’s total purchase price (including any brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such the Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue (if anysurrendered) this Debenture in a principal amount equal to the principal amount of the attempted conversion or deliver to the Holder the number of shares of Common Stock that would have been issued if the Company had timely complied with its delivery requirements under Section 4(d)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred Stock this Debenture with respect to which the aggregate actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation is was a total of $10,00010,000 under clause (A) of the immediately preceding sentence, the Corporation Company shall be required to pay the Holder $1,000. The Holder shall provide the Corporation Company written notice indicating the amounts payable to the Holder in respect of the Buy-InIn and, together with applicable confirmations and other upon request of the Company, evidence reasonably requested by of the Corporationamount of such loss. Nothing herein shall limit a Holder's ’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 Corporation's Company’s failure to timely deliver certificates representing shares of Common Stock upon conversion of the shares of Preferred Stock this Debenture as required pursuant to the terms hereof. In the event the Company makes payment in respect of a Buy-In, the Company shall not be required to pay such Holder liquidated damages under Section 4(d)(iv) in respect of the certificates resulting in such Buy-In.

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. If In addition to any other rights available to the Corporation Holder, if the Company fails for any reason to deliver to the Holder such certificate or certificates by the Share Delivery Date pursuant to Section 6(e)(i) by a Share Delivery Date4(c), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise) ), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by such the Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a "“Buy-In"”), then the Corporation Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount amount, if any, by which (x) the Holder's ’s total purchase price (including any brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such the Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue (if anysurrendered) this Note in a principal amount equal to the principal amount of the attempted conversion (in which case such conversion shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued if the Company had timely complied with its delivery requirements under Section 4(c). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred Stock this Note with respect to which the aggregate actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation is was a total of $10,00010,000 under clause (A) of the immediately preceding sentence, the Corporation Company shall be required to pay the Holder $1,000. The Holder shall provide the Corporation Company written notice indicating the amounts payable to the Holder in respect of the Buy-InIn and, together with applicable confirmations and other upon request of the Company, evidence reasonably requested by of the Corporationamount of such loss. Nothing herein shall limit a Holder's H▇▇▇▇▇’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 Corporation's Company’s failure to timely deliver certificates representing shares of Common Stock upon conversion of the shares of Preferred Stock this Note as required pursuant to the terms hereof.

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. If In addition to any other rights available to the Corporation Holder, if the Company fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 6(e)(i4(d)(ii) by a Share Delivery the third (3rd) Trading Day after the Conversion Date, and if after such Share Delivery Date third (3rd) Trading Day the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise) Common Stock to deliver in satisfaction of a sale by such Holder of the Conversion Shares shares issuable upon conversion which the Holder was entitled to receive anticipated receiving upon the such conversion relating to such Share Delivery Date (a "Buy-In"), then the Corporation Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such Holder was entitled to receive anticipated receiving from the conversion at issue multiplied by (2) the actual sale price of the Common Stock at which the sell order giving rise to such purchase obligation was executed time of the sale (including brokerage commissions, if any) giving rise to such purchase obligation and (B) at the option of the Holder, either reissue Notes in principal amount equal to the principal amount of the attempted conversion or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its delivery requirements under Section 4(d)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred Stock Notes with respect to which the aggregate actual sale price of the shares issuable upon conversion at the time of the sale (including brokerage commissions, if any) giving rise to such purchase obligation is was a total of $10,00010,000 under clause (A) of the immediately preceding sentence, the Corporation Company shall be required to pay the Holder $1,000. The Holder shall provide the Corporation Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Corporation. Nothing Notwithstanding anything contained herein shall limit a Holder's right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Corporation's contrary, if a Holder requires the Company to make payment in respect of a Buy-In for the failure to timely deliver certificates representing shares of Common Stock upon conversion hereunder and the Company timely pays in full such payment, the Company shall not be required to pay such Holder liquidated damages under Section 4(d)(iv) in respect of the shares of Preferred Stock as required pursuant to the terms hereofcertificates resulting in such Buy-In.

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. If the Corporation fails In addition to deliver any other rights available to the Holder such certificate or certificates pursuant to Section 6(e)(i) by Holder, in the event of a Share Delivery Date, Conversion Failure and if after such the applicable Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise) ), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by such the Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a "“Buy-In"”), then the Corporation Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount amount, if any, by which (x) the Holder's ’s total purchase price (including any brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such the Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue (if anysurrendered) this Note in a principal amount equal to the Principal amount of the attempted conversion (in which case such conversion shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued if the Company had timely complied with its delivery requirements under Section 2(c)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred Stock this Note with respect to which the aggregate actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation is was a total of $10,00010,000 under clause (A) of the immediately preceding sentence, the Corporation Company shall be required to pay the Holder $1,000. The Holder shall provide the Corporation Company written notice indicating the amounts payable to the Holder in respect of the Buy-InIn and, together with applicable confirmations and other upon request of the Company, evidence reasonably requested by of the Corporationamount of such loss. Nothing herein shall limit a Holder's ’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 Corporation's failure to timely deliver certificates representing shares of Common Stock upon conversion of the shares of Preferred Stock as required pursuant to the terms hereofa Conversion Failure.

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. If In addition to any other rights available to the Holder, if the Corporation fails for any reason to deliver to a Holder the Holder such applicable certificate or certificates within two Trading Days after the Share Delivery Date pursuant to Section 6(e)(i) by a Share Delivery Date6(c)(i), and if after such Share Delivery Date the date such Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise) ), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by such Holder of the Conversion Shares which the such Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a "“Buy-In"”), then the Corporation shall (A) pay in cash to such Holder the Holder (in addition to any other remedies available to or elected by the Holder) the amount amount, if any, by which (x) the such Holder's ’s total purchase price (including any brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such Holder was entitled to receive from the conversion at issue and that were sold multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed and (including brokerage commissionsB) at the option of such Holder, either reissue (if anysurrendered) the shares of Series C Preferred Stock equal to the number of shares of Series C Preferred Stock submitted for conversion (in which case, such conversion shall be deemed rescinded) or deliver to such Holder the number of shares of Common Stock that would have been issued if the Corporation had timely complied with its delivery requirements under Section 6(c)(i). For example, if the a Holder purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Series C Preferred Stock with respect to which the aggregate actual sale price of the Conversion Shares giving rise to such purchase obligation is was a total of $10,000, under clause (A) of the immediately preceding sentence, the Corporation shall be required to pay the such Holder $1,000. The Holder shall provide the Corporation written notice indicating the amounts payable to the such Holder in respect of the Buy-InIn and, together with applicable confirmations and other evidence reasonably requested by upon request of the Corporation, evidence of the amount of such loss. Nothing herein shall limit a Holder's ’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 Corporation's ’s failure to timely deliver certificates representing shares of Common Stock upon conversion of the shares of Series C Preferred Stock as required pursuant to the terms hereof.

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. If In addition to any other rights available to the Corporation Holder, if the Company fails for any reason to deliver to the Holder such certificate or certificates by the Share Delivery Date pursuant to Section 6(e)(i) by a Share Delivery Date4(c)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise) ), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by such the Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a "“Buy-In"”), then the Corporation Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount amount, if any, by which (x) the Holder's ’s total purchase price (including any brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such the Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue (if anysurrendered) this Note in a principal amount equal to the principal amount of the attempted conversion (in which case such conversion shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued if the Company had timely complied with its delivery requirements under Section 4(c)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred Stock this Note with respect to which the aggregate actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation is was a total of $10,00010,000 under clause (A) of the immediately preceding sentence, the Corporation Company shall be required to pay the Holder $1,000. The Holder shall provide the Corporation Company written notice indicating the amounts payable to the Holder in respect of the Buy-InIn and, together with applicable confirmations and other upon request of the Company, evidence reasonably requested by of the Corporationamount of such loss. Nothing herein shall limit a Holder's H▇▇▇▇▇’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 Corporation's Company’s failure to timely deliver certificates representing shares of Common Stock upon conversion of the shares of Preferred Stock this Note as required pursuant to the terms hereof. If the Company pays Holder pursuant to this Section, it will not owe Holder any liquidated damages pursuant to Section 4(c)(iv) above.

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. If In addition to any other rights available to the Corporation Holder, if the Company fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 6(e)(i4(d)(ii) by a Share Delivery the third Trading Day after the Conversion Date, and if after such Share Delivery Date third Trading Day the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise) ), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by such Holder of the Conversion Shares which the Holder was entitled to receive anticipated receiving upon the such conversion relating to such Share Delivery Date (a "“Buy-In"”), then the Corporation Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount by which (x) the Holder's ’s total purchase price (including brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such Holder was entitled to receive anticipated receiving from the conversion at issue multiplied by (2) the actual sale price of the Common Stock at which the sell order giving rise to such purchase obligation was executed time of the sale (including brokerage commissions, if any) giving rise to such purchase obligation and (B) at the option of the Holder, either reissue Notes in principal amount equal to the principal amount of the attempted conversion or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its delivery requirements under Section 4(d)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred Stock Notes with respect to which the aggregate actual sale price of the Conversion Shares at the time of the sale (including brokerage commissions, if any) giving rise to such purchase obligation is was a total of $10,00010,000 under clause (A) of the immediately preceding sentence, the Corporation Company shall be required to pay the Holder $1,000. The Holder shall provide the Corporation Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Corporation. Nothing Notwithstanding anything contained herein shall limit a Holder's right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Corporation's contrary, if a Holder requires the Company to make payment in respect of a Buy-In for the failure to timely deliver certificates representing shares of Common Stock upon conversion hereunder and the Company timely pays in full such payment, the Company shall not be required to pay such Holder liquidated damages under Section 4(d)(iv) in respect of the shares of Preferred Stock as required pursuant to the terms hereofcertificates resulting in such Buy-In.

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. If the Corporation fails to deliver to a Holder the Holder such applicable certificate or certificates by the second Trading Day following the Share Delivery Date pursuant to Section 6(e)(i) by a Share Delivery Date6(d)(i), and if after such Share Delivery Date the date such Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise) ), or the Holder’s brokerage firm purchases, shares of Common Stock to deliver in satisfaction of a sale by such Holder of the Conversion Shares which the such Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a "“Buy-In"”), then the Corporation shall (A) pay in cash to the such Holder (in addition to any other remedies available to or elected by the such Holder) the amount by which (x) the such Holder's ’s total purchase price (including any brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of such Holder, either reissue (if anysurrendered) the shares of Series E-2 Preferred Stock equal to the number of shares of Series E-2 Preferred Stock submitted for conversion or deliver to such Holder the number of shares of Common Stock that would have been issued if the Corporation had timely complied with its delivery requirements under Section 6(e)(i). For example, if the a Holder purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Series E-2 Preferred Stock with respect to which the aggregate actual sale price (including any brokerage commissions) giving rise to such purchase obligation is was a total of $10,00010,000 under clause (A) of the immediately preceding sentence, the Corporation shall be required to pay the such Holder $1,000. The Holder shall provide the Corporation written notice indicating the amounts payable to the such Holder in respect of the Buy-InIn and, together with applicable confirmations and other evidence reasonably requested by upon request of the Corporation, evidence of the amount of such loss. Nothing herein shall limit a Holder's ’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 Corporation's ’s failure to timely deliver certificates representing shares of Common Stock upon conversion of the shares of Series E-2 Preferred Stock as required pursuant to the terms hereof.

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. If In addition to any other rights available to the Corporation Holder, if the Company fails for any reason to deliver to the Holder such certificate or certificates by the Share Delivery Date pursuant to Section 6(e)(i) by a Share Delivery Date4(d)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a "“Buy-In"”), then the Corporation Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount by which (x) the Holder's ’s total purchase price (including any brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue (if anysurrendered) this Note in a principal amount equal to the principal amount of the attempted conversion or deliver to the Holder the number of shares of Common Stock that would have been issued if the Company had timely complied with its delivery requirements under Section 4(d)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred Stock this Note with respect to which the aggregate actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation is was a total of $10,00010,000 under clause (A) of the immediately preceding sentence, the Corporation Company shall be required to pay the Holder $1,000. The Holder shall provide the Corporation Company written notice indicating the amounts payable to the Holder in respect of the Buy-InIn and, together with applicable confirmations and other upon request of the Company, evidence reasonably requested by of the Corporationamount of such loss. Nothing herein shall limit a Holder's ▇▇▇▇▇▇’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 Corporation's Company’s failure to timely deliver certificates representing shares of Common Stock upon conversion of the shares of Preferred Stock this Note as required pursuant to the terms hereof.

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. If In addition to any other rights available to the Corporation Holder, if the Company fails for any reason to deliver to the Holder such certificate or certificates by the Share Delivery Date pursuant to Section 6(e)(i) by a Share Delivery Date4(c)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise) ), or the Holder's brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by such the Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a "“Buy-In"”), then the Corporation Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount amount, if any, by which (x) the Holder's total purchase price (including any brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such the Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue (if anysurrendered) this Debenture in a principal amount equal to the principal amount of the attempted conversion (in which case such conversion shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued if the Company had timely complied with its delivery requirements under Section 4(c)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred Stock this Debenture with respect to which the aggregate actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation is was a total of $10,00010,000 under clause (A) of the immediately preceding sentence, the Corporation Company shall be required to pay the Holder $1,000. The Holder shall provide the Corporation Company written notice indicating the amounts payable to the Holder in respect of the Buy-InIn and, together with applicable confirmations and other upon request of the Company, evidence reasonably requested by of the Corporationamount of such loss. Nothing herein shall limit a Holder▇▇▇▇▇▇'s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the CorporationCompany's failure to timely deliver certificates representing shares of Common Stock upon conversion of the shares of Preferred Stock this Debenture as required pursuant to the terms hereof.

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. If In addition to any other rights available to the Corporation Holder, if the Company fails for any reason to deliver to the Holder such certificate or certificates by the Share Delivery Date pursuant to Section 6(e)(i) by a Share Delivery Date4(d)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a "“Buy-In"”), then the Corporation Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount by which (x) the Holder's ’s total purchase price (including any brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such Holder was entitled to receive from the conversion at issue multiplied by (2) the price Conversion Price of such conversion and (B) at which the sell order giving rise option of the Holder, either reissue (if surrendered) this Note in a principal amount equal to such purchase obligation was executed (including brokerage commissions, the principal amount of the attempted conversion or deliver to the Holder the number of shares of Common Stock that would have been issued if anythe Company had timely complied with its delivery requirements under Section 4(d)(ii). For example, if the Holder purchases 1,000 shares of Common Stock having a total purchase price of $11,000 5,000 (including brokerage commissions) to cover a Buy-In with respect to an attempted conversion of this Note into 1,000 shares of Preferred Common Stock with respect to which at a Conversion Price of $4.00 per share, under clause (A) of the aggregate sale price giving rise to such purchase obligation is $10,000immediately preceding sentence, the Corporation Company shall be required to pay the Holder $1,000. The Holder shall provide the Corporation Company written notice indicating the amounts payable to the Holder in respect of the Buy-InIn and, together with applicable confirmations and other upon request of the Company, evidence reasonably requested by of the Corporationamount of such loss. Nothing herein shall limit a Holder's ▇▇▇▇▇▇’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 Corporation's Company’s failure to timely deliver certificates representing shares of Common Stock upon conversion of the shares of Preferred Stock this Note as required pursuant to the terms hereof.

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. If In addition to any other rights available to the Corporation Holder, if the Company fails for any reason to deliver to the Holder such certificate or certificates by the Share Delivery Date pursuant to Section 6(e)(i) by a Share Delivery Date4(c)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open at the market transaction or otherwise) ), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by such the Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a "“Buy-In"”), then the Corporation Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount amount, if any, by which (x) the Holder's ’s total purchase price (including any brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such the Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue (if anysurrendered) this Note in a principal amount equal to the principal amount of the attempted conversion (in which case such conversion shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued if the Company had timely complied with its delivery requirements under Section 4(c)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred Stock this Note with respect to which the aggregate actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation is was a total of $10,00010,000 under clause (A) of the immediately preceding sentence, the Corporation Company shall be required to pay the Holder $1,000. The Holder shall provide the Corporation Company written notice indicating the amounts payable to the Holder in respect of the Buy-InIn and, together with applicable confirmations and other upon request of the Company, evidence reasonably requested by of the Corporationamount of such loss. Nothing herein shall limit a Holder's ▇▇▇▇▇▇’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 Corporation's Company’s failure to timely deliver certificates representing shares of Common Stock upon conversion of the shares of Preferred Stock this Note as required pursuant to the terms hereof.

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. If In addition to any other rights available to the Corporation Holder, if the Company fails for any reason to deliver to the Holder such certificate or certificates by the Share Delivery Date pursuant to Section 6(e)(i) by a Share Delivery Date4(d)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise) ), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by such the Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a "“Buy-In"”), then the Corporation Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount by which (x) the Holder's ’s total purchase price (including any brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such the Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue (if anysurrendered) this Debenture in a principal amount equal to the principal amount of the attempted conversion or deliver to the Holder the number of shares of Common Stock that would have been issued if the Company had timely complied with its delivery requirements under Section 4(d)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred Stock this Debenture with respect to which the aggregate actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation is was a total of $10,00010,000 under clause (A) of the immediately preceding sentence, the Corporation Company shall be required to pay the Holder $1,000. The Holder shall provide the Corporation Company written notice indicating the amounts payable to the Holder in respect of the Buy-InIn and, together with applicable confirmations and other upon request of the Company, evidence reasonably requested by of the Corporationamount of such loss. Nothing herein shall limit a Holder's ▇▇▇▇▇▇’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 Corporation's Company’s failure to timely deliver certificates representing shares of Common Stock upon conversion of the shares of Preferred Stock this Debenture as required pursuant to the terms hereof.

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. If the Corporation fails to deliver to a Holder the Holder such applicable certificate or certificates by the second Trading Day following the Share Delivery Date pursuant to Section 6(e)(i) by a Share Delivery Date6(d)(i), and if after such Share Delivery Date the date such Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise) ), or the Holder’s brokerage firm purchases, shares of Common Stock to deliver in satisfaction of a sale by such Holder of the Conversion Shares which the such Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a "“Buy-In"”), then the Corporation shall (A) pay in cash to the such Holder (in addition to any other remedies available to or elected by the such Holder) the amount by which (x) the such Holder's ’s total purchase price (including any brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of such Holder, either reissue (if anysurrendered) the shares of Series E-1 Preferred Stock equal to the number of shares of Series E-1 Preferred Stock submitted for conversion or deliver to such Holder the number of shares of Common Stock that would have been issued if the Corporation had timely complied with its delivery requirements under Section 6(e)(i). For example, if the a Holder purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Series E-1 Preferred Stock with respect to which the aggregate actual sale price (including any brokerage commissions) giving rise to such purchase obligation is was a total of $10,00010,000 under clause (A) of the immediately preceding sentence, the Corporation shall be required to pay the such Holder $1,000. The Holder shall provide the Corporation written notice indicating the amounts payable to the such Holder in respect of the Buy-InIn and, together with applicable confirmations and other evidence reasonably requested by upon request of the Corporation, evidence of the amount of such loss. Nothing herein shall limit a Holder's ’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 Corporation's ’s failure to timely deliver certificates representing shares of Common Stock upon conversion of the shares of Series E-1 Preferred Stock as required pursuant to the terms hereof.

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. If In addition to any other rights available to the Corporation Holder, if the Company fails for any reason to deliver to the Holder such certificate or certificates by the Share Delivery Date pursuant to Section 6(e)(i4(c) by a Share Delivery Date(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise) ), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by such the Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a "“Buy-In"”), then the Corporation Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount amount, if any, by which (x) the Holder's ’s total purchase price (including any brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such the Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue (if anysurrendered) this Note in a principal amount equal to the principal amount of the attempted conversion (in which case such conversion shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued if the Company had timely complied with its delivery requirements under Section 4(c)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred Stock this Note with respect to which the aggregate actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation is was a total of $10,00010,000 under clause (A) of the immediately preceding sentence, the Corporation Company shall be required to pay the Holder $1,000. The Holder shall provide the Corporation Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations In and other evidence reasonably requested by of the Corporationamount of such loss. Nothing herein shall limit a Holder's ▇▇▇▇▇▇’s right to pursue any other remedies available to it hereunder, at law Law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Corporation's Company’s failure to timely deliver certificates representing shares of Common Stock upon conversion of the shares of Preferred Stock this Note as required pursuant to the terms hereof.

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. If In addition to any other rights available to the Corporation Holder, if the Company fails for any reason to deliver to the Holder such certificate or certificates by the Share Delivery Date pursuant to Section 6(e)(i) by a Share Delivery Date5(d)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise) ), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by such the Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a "“Buy-In"”), then the Corporation Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount amount, if any, by which (x) the Holder's ’s total purchase price (including any brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such the Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue (if any). For example, if surrendered) this Note in a principal amount equal to the principal amount of the attempted conversion (in which case such conversion shall be deemed rescinded) or deliver to the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion the number of shares of Preferred Common Stock that would have been issued if the Company had timely complied with respect to which the aggregate sale price giving rise to such purchase obligation is $10,000, the Corporation shall be required to pay the Holder $1,000its delivery requirements under Section 5(d)(ii). The Holder shall provide the Corporation Company written notice indicating the amounts payable to the Holder in respect of the Buy-InIn and, together with applicable confirmations and other upon request of the Company, evidence reasonably requested by of the Corporationamount of such loss. Nothing herein shall limit a Holder's ▇▇▇▇▇▇’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 Corporation's Company’s failure to timely deliver certificates representing shares of Common Stock upon conversion of the shares of Preferred Stock this Note as required pursuant to the terms hereof.

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. If In addition to any other rights available to the Corporation Holder, if the Company fails for any reason to deliver to the Holder such certificate or certificates by the Share Delivery Date pursuant to Section 6(e)(i) by a Share Delivery Date4(c)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise) ), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by such the Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a "“Buy-In"”), then the Corporation Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount amount, if any, by which (x) the Holder's ’s total purchase price (including any brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such the Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue (if anysurrendered) this Debenture in a principal amount equal to the principal amount of the attempted conversion (in which case such conversion shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued if the Company had timely complied with its delivery requirements under Section 4(c)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred Stock this Debenture with respect to which the aggregate actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation is was a total of $10,00010,000 under clause (A) of the immediately preceding sentence, the Corporation Company shall be required to pay the Holder $1,000. The Holder shall provide the Corporation Company written notice indicating the amounts payable to the Holder in respect of the Buy-InIn and, together with applicable confirmations and other upon request of the Company, evidence reasonably requested by of the Corporationamount of such loss. Nothing herein shall limit a Holder's ▇▇▇▇▇▇’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 Corporation's Company’s failure to timely deliver certificates representing shares of Common Stock upon conversion of the shares of Preferred Stock this Debenture as required pursuant to the terms hereof.

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. If In addition to any other rights available to the Corporation Holder, if the Company fails for any reason to deliver to the Holder such certificate or certificates by the Share Delivery Date pursuant to Section 6(e)(i) by a Share Delivery Date4(c), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise) ), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by such the Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a "“Buy-In"”), then the Corporation Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount amount, if any, by which (x) the Holder's ’s total purchase price (including any brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such the Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue (if anysurrendered) this Note in a principal amount equal to the principal amount of the attempted conversion (in which case such conversion shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued if the Company had timely complied with its delivery requirements under Section 4(c). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred Stock this Note with respect to which the aggregate actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation is was a total of $10,00010,000 under clause (A) of the immediately preceding sentence, the Corporation Company shall be required to pay the Holder $1,000. The Holder shall provide the Corporation Company written notice indicating the amounts payable to the Holder in respect of the Buy-InIn and, together with applicable confirmations and other upon request of the Company, evidence reasonably requested by of the Corporationamount of such loss. Nothing herein shall limit a Holder's ▇▇▇▇▇▇’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 Corporation's Company’s failure to timely deliver certificates representing shares of Common Stock upon conversion of the shares of Preferred Stock this Note as required pursuant to the terms hereof. Notwithstanding anything contained herein to the contrary, provided that no Event of Default is then existing under this Note, the Holder shall be limited to trading no more than 15% of the actual daily volume. Failure to adhere to the trading restriction shall entitle the Company to withhold shares or a required legal opinion to remove the restrictive legend on issued shares.

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. If In addition to any other rights available to the Corporation Holder, if the Company fails for any reason to deliver to the Holder such certificate certificate(s) or certificates shares by the Share Delivery Date pursuant to Section 6(e)(i4(d)(ii) (provided at least three Trading Days have elapsed since the Company has communicated with the Holder, either orally or by email or otherwise, in a Share Delivery Datemanner which indicates that it has received the applicable Conversion Notice), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise) ), or the Holder's brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by such the Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a "Buy-In"), then the Corporation Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount by which (x) the Holder's total purchase price (including any brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such the Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue (if anysurrendered) this Note in a principal amount equal to the principal amount of the attempted conversion or deliver to the Holder the number of shares of Common Stock that would have been issued if the Company had timely complied with its delivery requirements under Section 4(d)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred Stock this Note with respect to which the aggregate actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation is was a total of $10,00010,000 under clause (A) of the immediately preceding sentence, the Corporation Company shall be required to pay the Holder $1,000. The Holder shall provide the Corporation Company written notice indicating the amounts payable to the Holder in respect of the Buy-InIn and, together with applicable confirmations and other upon request of the Company, evidence reasonably requested by of the Corporationamount of such loss. Nothing herein shall limit a Holder's right to pursue any other remedies available to availa▇▇▇ ▇▇ it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the CorporationCompany's failure to timely deliver certificates representing shares of Common Stock upon conversion of the shares of Preferred Stock this Note as required pursuant to the terms hereof.

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. If In addition to any other rights available to the Corporation Holder, if the Company fails for any reason to deliver to the Holder such certificate or certificates by the Share Delivery Date pursuant to Section 6(e)(i) by a Share Delivery Date4(d)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise) ), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by such the Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a "“Buy-In"”), then the Corporation Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount by which (x) the Holder's ’s total purchase price (including any brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such the Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue (if anysurrendered) this Debenture in a Principal Amount equal to the Principal Amount of the attempted conversion (in which case such conversion shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued if the Company had timely complied with its delivery requirements under Section 4(d)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred Stock this Debenture with respect to which the aggregate actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation is was a total of $10,00010,000 under clause (A) of the immediately preceding sentence, the Corporation Company shall be required to pay the Holder $1,000. The Holder shall provide the Corporation Company written notice indicating the amounts payable to the Holder in respect of the Buy-InIn and, together with applicable confirmations and other upon request of the Company, evidence reasonably requested by of the Corporationamount of such loss. Nothing herein shall limit a Holder's ’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 Corporation's Company’s failure to timely deliver certificates representing shares of Common Stock upon conversion of the shares of Preferred Stock this Debenture as required pursuant to the terms hereof.

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. If In addition to any other rights available to the Corporation Holder, if the Company fails for any reason to deliver to the Holder such certificate or certificates by the Share Delivery Date pursuant to Section 6(e)(i) by a Share Delivery Date4(c)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise) ), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by such the Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a "Buy-“Buy- In"”), then the Corporation Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount amount, if any, by which (x) the Holder's ’s total purchase price (including any brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such the Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue (if anysurrendered) this Note in a principal amount equal to the principal amount of the attempted conversion (in which case such conversion shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued if the Company had timely complied with its delivery requirements under Section 4(c)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred Stock this Note with respect to which the aggregate actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation is was a total of $10,00010,000 under clause (A) of the immediately preceding sentence, the Corporation Company shall be required to pay the Holder $1,000. The Holder shall provide the Corporation Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations In and other evidence reasonably requested by of the Corporationamount of such loss. Nothing herein shall limit a Holder's ▇▇▇▇▇▇’s right to pursue any other remedies available to it hereunder, at law Law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Corporation's Company’s failure to timely deliver certificates representing shares of Common Stock upon conversion of the shares of Preferred Stock this Note as required pursuant to the terms hereof.

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. If In addition to any other rights available to the Corporation Holder, if, as a result of any act or omission on the part of the Company or its agents, the Company fails for any reason to deliver to the Holder such certificate or certificates by the Share Delivery Date pursuant to Section 6(e)(i) by a Share Delivery Date4(c)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise) ), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by such the Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a "“Buy-In"”), then the Corporation Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount amount, if any, by which (x) the Holder's ’s total purchase price (including any brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such the Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue (if anysurrendered) this Debenture in a principal amount equal to the principal amount of the attempted conversion (in which case such conversion shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued if the Company had timely complied with its delivery requirements under Section 4(c)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred Stock this Debenture with respect to which the aggregate actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation is was a total of $10,00010,000 under clause (A) of the immediately preceding sentence, the Corporation Company shall be required to pay the Holder $1,000. The Holder shall provide the Corporation Company written notice indicating the amounts payable to the Holder in respect of the Buy-InIn and, together with applicable confirmations and other upon request of the Company, evidence reasonably requested by of the Corporationamount of such loss. Nothing herein shall limit a Holder's ’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 Corporation's Company’s failure to timely deliver certificates representing shares of Common Stock upon conversion of the shares of Preferred Stock this Debenture as required pursuant to the terms hereof.

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. If the Corporation fails to deliver to a Holder the Holder such applicable certificate or certificates or to effect a DWAC Delivery, as applicable, by the Share Delivery Date pursuant to Section 6(e)(i6(d)(i) (other than a failure caused by a Share Delivery Dateincorrect or incomplete information provided by Holder to the Corporation), and if after such Share Delivery Date the such Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise) ), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by such Holder of the Conversion Shares which the such Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a "“Buy-In"”), then the Corporation shall (A) pay in cash to the such Holder (in addition to any other remedies available to or elected by the such Holder) the amount by which (x) the such Holder's ’s total purchase price (including any brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of such Holder, either reissue (if anysurrendered) the shares of Series B Preferred Stock equal to the number of shares of Series B Preferred Stock submitted for conversion or deliver to such Holder the number of shares of Common Stock that would have been issued if the Corporation had timely complied with its delivery requirements under Section 6(d)(i). For the avoidance of doubt, this Section 6(d)(ii) shall not apply if the Corporation does not effect a conversion pursuant to the limitations of Section 6(c). For example, if the a Holder purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Series B Preferred Stock with respect to which the aggregate actual sale price (including any brokerage commissions) giving rise to such purchase obligation is was a total of $10,00010,000 under clause (A) of the immediately preceding sentence, the Corporation shall be required to pay the such Holder $1,000. The Holder shall provide the Corporation written notice notice, within three (3) Trading Days after the occurrence of a Buy-In, indicating the amounts payable to the such Holder in respect of the such Buy-In, In together with applicable confirmations and other evidence reasonably requested by the Corporation. Nothing herein shall limit a Holder's ’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 Corporation's ’s failure to timely deliver certificates representing shares of Common Stock upon conversion of the shares of Series B Preferred Stock as required pursuant to the terms hereof; provided, however, that the Holder shall not be entitled to both (i) require the reissuance of the shares of Series B Preferred Stock submitted for conversion for which such conversion was not timely honored and (ii) receive the number of shares of Common Stock that would have been issued if the Corporation had timely complied with its delivery requirements under Section 6(d)(i).

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. If In addition to any other rights available to the Corporation Holder if the Company or Parent fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 6(e)(i4(d)(ii) by a Share Delivery the third Business Day after the Conversion Date, and if after such Share Delivery Date third Business Day the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise) Company Common Stock or Parent Common Stock to deliver in satisfaction of a sale by such Holder of the Conversion Shares which the Holder was entitled to receive anticipated receiving upon the such conversion relating to such Share Delivery Date (a "Buy-In"), then the Corporation Company or Parent shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the Company Common Stock or Parent Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Company Common Stock or Parent Common Stock that such Holder was entitled to receive anticipated receiving from the conversion at issue multiplied by (2) the actual sale price of the Company Common Stock or Parent Common Stock at which the sell order giving rise to such purchase obligation was executed time of the sale (including brokerage commissions, if any) giving rise to such purchase obligation and (B) at the option of the Holder, either reissue Debentures in principal amount equal to the principal amount of the attempted conversion or deliver to the Holder the number of shares of Company Common Stock or Parent Common Stock that would have been issued had the Company timely complied with its delivery requirements under Section 4(d)(ii). For example, if the Holder purchases Company Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred Stock Debentures with respect to which the aggregate actual sale price of the Conversion Shares at the time of the sale (including brokerage commissions, if any) giving rise to such purchase obligation is was a total of $10,00010,000 under clause (A) of the immediately preceding sentence, the Corporation Company shall be required to pay the Holder $1,000. The Holder shall provide the Corporation Company or Parent, as applicable, written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Corporation. Nothing Notwithstanding anything contained herein shall limit a Holder's right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Corporation's contrary, if a Holder requires the Company or Parent to make payment in respect of a Buy-In for the failure to timely deliver certificates representing shares of Common Stock upon conversion hereunder and the Company or Parent timely pays in full such payment, neither the Company nor the Parent shall be required to pay such Holder liquidated damages under Section 4(d)(iv) in respect of the shares of Preferred Stock as required pursuant to the terms hereofcertificates resulting in such Buy-In.

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. If In addition to any other rights available to the Corporation Holder, if the Company fails for any reason to deliver to the Holder such certificate or certificates by the Share Delivery Date pursuant to Section 6(e)(i) by a Share Delivery Date4(d)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise) Common Stock Shares to deliver in satisfaction of a sale by such Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a "“Buy-In"”), then the Corporation Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount by which (x) the Holder's ’s total purchase price (including any brokerage commissions, if any) for the Common Stock Shares so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock Shares that such Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue (if anysurrendered) this Debenture in a principal amount equal to the principal amount of the attempted conversion or deliver to the Holder the number of Common Shares that would have been issued if the Company had timely complied with its delivery requirements under Section 4(d)(ii). For example, if the Holder purchases Common Stock Shares having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred Stock this Debenture with respect to which the aggregate actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation is was a total of $10,00010,000 under clause (A) of the immediately preceding sentence, the Corporation Company shall be required to pay the Holder $1,000. The Holder shall provide the Corporation Company written notice indicating the amounts payable to the Holder in respect of the Buy-InIn and, together with applicable confirmations and other upon request of the Company, evidence reasonably requested by of the Corporationamount of such loss. Nothing herein shall limit a Holder's ’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 Corporation's Company’s failure to timely deliver certificates representing shares of Common Stock Shares upon conversion of the shares of Preferred Stock this Debenture as required pursuant to the terms hereof.

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. If In addition to any other rights available to the Corporation Holder, if the Company fails for any reason to deliver to the Holder such certificate or certificates by the Share Delivery Date pursuant to Section 6(e)(i) by a Share Delivery Date4(d)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise) ), or the Holder’s brokerage firm purchases, shares of Common Stock to deliver in satisfaction of a sale by such Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a "“Buy-In"”), then the Corporation Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount by which (x) the Holder's ’s total purchase price (including any brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue (if anysurrendered) this Debenture in a principal amount equal to the principal amount of the attempted conversion or deliver to the Holder the number of shares of Common Stock that would have been issued if the Company had timely complied with its delivery requirements under Section 4(d)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred Stock this Debenture with respect to which the aggregate actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation is was a total of $10,00010,000 under clause (A) of the immediately preceding sentence, the Corporation Company shall be required to pay the Holder $1,000. The Holder shall provide the Corporation Company written notice indicating the amounts payable to the Holder in respect of the Buy-InIn and, together with applicable confirmations and other upon request of the Company, evidence reasonably requested by of the Corporationamount of such loss. Nothing herein shall limit a Holder's ’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 Corporation's Company’s failure to timely deliver certificates representing shares of Common Stock upon conversion of the shares of Preferred Stock this Debenture as required pursuant to the terms hereof.

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. If In addition to any other rights available to the Corporation Holder, if the Company fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 6(e)(i4(d)(ii) by a Share Delivery the third Trading Day after the Conversion Date, and if after such Share Delivery Date third Trading Day the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise) Common Stock to deliver in satisfaction of a sale by such Holder of the Conversion Shares which the Holder was entitled to receive anticipated receiving upon the such conversion relating to such Share Delivery Date (a "“Buy-In"”), then the Corporation Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount by which (x) the Holder's ’s total purchase price (including brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such Holder was entitled to receive anticipated receiving from the conversion at issue multiplied by (2) the actual sale price of the Common Stock at which the sell order giving rise to such purchase obligation was executed time of the sale (including brokerage commissions, if any) giving rise to such purchase obligation and (B) at the option of the Holder, either reissue this Debenture in a principal amount equal to the principal amount of the attempted conversion or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its delivery requirements under Section 4(d)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred Stock this Debenture with respect to which the aggregate actual sale price of the Conversion Shares at the time of the sale (including brokerage commissions, if any) giving rise to such purchase obligation is was a total of $10,00010,000 under clause (A) of the immediately preceding sentence, the Corporation Company shall be required to pay the Holder $1,000. The Holder shall provide the Corporation Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Corporation. Nothing Notwithstanding anything contained herein shall limit a Holder's right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Corporation's contrary, if a Holder requires the Company to make payment in respect of a Buy-In for the failure to timely deliver certificates representing shares of Common Stock upon conversion hereunder and the Company timely pays in full such payment, the Company shall not be required to pay such Holder liquidated damages under Section 4(d)(iv) in respect of the shares of Preferred Stock as required pursuant to the terms hereofcertificates resulting in such Buy-In.

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. If In addition to any other rights available to the Corporation Holder, if the Company fails for any reason to deliver to the Holder such certificate or certificates by the Share Delivery Date pursuant to Section 6(e)(i) by a Share Delivery Date4(d)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a "“Buy-In"”), then the Corporation Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount by which (x) the Holder's ’s total purchase price (including any brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue (if anysurrendered) this Debenture in a principal amount equal to the principal amount of the attempted conversion or deliver to the Holder the number of shares of Common Stock that would have been issued if the Company had timely complied with its delivery requirements under Section 4(d)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred Stock this Debenture with respect to which the aggregate actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation is was a total of $10,00010,000 under clause (A) of the immediately preceding sentence, the Corporation Company shall be required to pay the Holder $1,000. The Holder shall provide the Corporation Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Notwithstanding anything contained herein to the contrary, if the Holder requires the Company to make payment in respect of a Buy-In for the failure to timely deliver certificates hereunder and the Company timely pays in full such payment, the Company shall not be required to pay such Holder liquidated damages under Section 4(d)(iv) in respect of the certificates resulting in such Buy-In, together with applicable confirmations and other evidence reasonably requested by the Corporation. Nothing herein shall limit a Holder's ’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 Corporation's Company’s failure to timely deliver certificates representing shares of Common Stock upon conversion of the shares of Preferred Stock this Debenture as required pursuant to the terms hereof.

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. If In addition to any other rights available to the Corporation Holder, if the Company fails for any reason, other than as a result of the limitations set forth in Section 4(c) hereof, to deliver to the Holder such certificate or certificates pursuant to Section 6(e)(i4(d)(ii) by a Share Delivery the third Trading Day after the Conversion Date, and if after such Share Delivery Date third Trading Day the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise) Common Stock to deliver in satisfaction of a sale by such Holder of the Conversion Shares which the Holder was entitled to receive anticipated receiving upon the such conversion relating to such Share Delivery Date (a "Buy-In"), then the Corporation Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such Holder was entitled to receive anticipated receiving from the conversion at issue multiplied by (2) the actual sale price of the Common Stock at which the sell order giving rise to such purchase obligation was executed time of the sale (including brokerage commissions, if any) giving rise to such purchase obligation and (B) at the option of the Holder, either reissue Debentures in principal amount equal to the principal amount of the attempted conversion or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its delivery requirements under Section 4(d)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred Stock Debentures with respect to which the aggregate actual sale price of the Conversion Shares at the time of the sale (including brokerage commissions, if any) giving rise to such purchase obligation is was a total of $10,00010,000 under clause (A) of the immediately preceding sentence, the Corporation Company shall be required to pay the Holder $1,000. The Holder shall provide the Corporation Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Corporation. Nothing Notwithstanding anything contained herein shall limit a Holder's right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Corporation's contrary, if a Holder requires the Company to make payment in respect of a Buy-In for the failure to timely deliver certificates representing shares of Common Stock upon conversion hereunder and the Company timely pays in full such payment, the Company shall not be required to pay such Holder liquidated damages under Section 4(d)(iv) in respect of the shares of Preferred Stock as required pursuant to the terms hereofcertificates resulting in such Buy-In.

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. If In addition to any other rights available to the Corporation Holder, if the Company fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 6(e)(i4(d)(ii) by a Share Delivery the fourth Trading Day after the Conversion Date, and if after such Share Delivery Date fourth Trading Day the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise) Common Stock to deliver in satisfaction of a sale by such Holder of the Conversion Shares which the Holder was entitled to receive anticipated receiving upon the such conversion relating to such Share Delivery Date (a "Buy-In"), then the Corporation Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such Holder was entitled to receive anticipated receiving from the conversion at issue multiplied by (2) the actual sale price of the Common Stock at which the sell order giving rise to such purchase obligation was executed time of the sale (including brokerage commissions, if any) giving rise to such purchase obligation and (B) at the option of the Holder, either reissue (if surrendered) this Note in a principal amount equal to the principal amount of the attempted conversion or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its delivery requirements under Section 4(d)(ii), and thereafter the liquidated damages pursuant to clause (v) shall cease to accrue. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred Stock this Note with respect to which the aggregate actual sale price of the Conversion Shares at the time of the sale (including brokerage commissions, if any) giving rise to such purchase obligation is was a total of $10,00010,000 under clause (A) of the immediately preceding sentence, the Corporation Company shall be required to pay the Holder $1,000. The Holder shall provide the Corporation Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Corporation. Nothing Notwithstanding anything contained herein shall limit a Holder's right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Corporation's contrary, if a Holder requires the Company to make payment in respect of a Buy-In for the failure to timely deliver certificates representing shares of Common Stock upon conversion hereunder and the Company timely pays in full such payment, the Company shall not be required to pay such Holder liquidated damages under Section 4(d)(iv) in respect of the shares of Preferred Stock as required pursuant to the terms hereofcertificates resulting in such Buy-In.

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. If In addition to any other rights available to the Corporation Holder, if the Company fails for any reason to deliver to the Holder such certificate certificate(s) or certificates shares by the Share Delivery Date pursuant to Section 6(e)(i) by a Share Delivery Date4(d)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise) ), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by such the Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a "“Buy-In"”), then the Corporation Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount by which (x) the Holder's ’s total purchase price (including any brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such the Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue (if anysurrendered) this Note in a principal amount equal to the principal amount of the attempted conversion or deliver to the Holder the number of shares of Common Stock that would have been issued if the Company had timely complied with its delivery requirements under Section 4(d)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred Stock this Note with respect to which the aggregate actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation is was a total of $10,00010,000 under clause (A) of the immediately preceding sentence, the Corporation Company shall be required to pay the Holder $1,000. The Holder shall provide the Corporation Company written notice indicating the amounts payable to the Holder in respect of the Buy-InIn and, together with applicable confirmations and other upon request of the Company, evidence reasonably requested by of the Corporationamount of such loss. Nothing herein shall limit a Holder's ’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 Corporation's Company’s failure to timely deliver certificates representing shares of Common Stock upon conversion of the shares of Preferred Stock this Note as required pursuant to the terms hereof.

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. If the Corporation fails to deliver to a Holder the Holder such applicable certificate or certificates or to effect a DWAC Delivery, as applicable, within five (5) Trading Days following the applicable Voluntary Conversion Date (the “Buy-In Date”) pursuant to Section 6(e)(i6(d)(i) (other than a failure caused by a Share Delivery Dateincorrect or incomplete information provided by Holder to the Corporation), and if after such Share Delivery Buy-In Date the such Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise) ), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by such Holder of the Conversion Shares which the such Holder was entitled to receive upon the conversion relating to such Share Delivery Buy-In Date (a "“Buy-In"”), then the Corporation shall (A) pay in cash to the such Holder (in addition to any other remedies available to or elected by the such Holder) the amount by which (x) the such Holder's ’s total purchase price (including any commercially reasonable brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price per share at which the sell order giving rise to such purchase obligation was executed (including any commercially reasonable brokerage commissions) and (B) at the option of such Holder, either reissue (if anysurrendered) the shares of Series A Preferred Stock equal to the number of shares of Series A Preferred Stock submitted for conversion or deliver to such Holder the number of shares of Common Stock that would have been issued if the Corporation had timely complied with its delivery requirements under this Section 6. For the avoidance of doubt, this Section 6(d)(ii) shall not apply if the Corporation does not effect a conversion pursuant to the limitations of Section 6(c). For example, if the a Holder purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Series A Preferred Stock with respect to which the aggregate actual sale price (including any brokerage commissions) giving rise to such purchase obligation is was a total of $10,00010,000 under clause (A) of the immediately preceding sentence, the Corporation shall be required to pay the such Holder $1,000. The Holder shall provide the Corporation written notice notice, within two (2) Trading Days after the occurrence of a Buy-In, indicating the amounts payable to the such Holder in respect of the such Buy-In, In together with applicable confirmations and other evidence reasonably requested by the Corporation. Nothing herein shall limit a Holder's ’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 Corporation's ’s failure to timely deliver certificates representing shares of Common Stock upon conversion of the shares of Series A Preferred Stock as required pursuant to the terms hereof; provided, however, that no Holder shall be entitled to both (i) require the reissuance of the shares of Series A Preferred Stock submitted for conversion for which such conversion was not timely honored and (ii) receive the number of shares of Common Stock that would have been issued if the Corporation had timely complied with its delivery requirements under this Section 6.

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. If In addition to any other rights available to the Corporation Holder, if the Company fails for any reason to deliver to the Holder such certificate or certificates of Common Stock (if applicable) by the Share Delivery Date pursuant to Section 6(e)(i) by a Share Delivery Date4(d)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise) ), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by such the Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a "“Buy-In"”), then the Corporation Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount by which (x) the Holder's ’s total purchase price (including any brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such the Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue (if anysurrendered) this Debenture in a principal amount equal to the principal amount of the attempted conversion or deliver to the Holder the number of shares of Common Stock that would have been issued if the Company had timely complied with its delivery requirements under Section 4(d)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred Stock this Debenture with respect to which the aggregate actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation is was a total of $10,00010,000 under clause (A) of the immediately preceding sentence, the Corporation Company shall be required to pay the Holder $1,000. The Holder shall provide the Corporation Company written notice indicating the amounts payable to the Holder in respect of the Buy-InIn and, together with applicable confirmations and other upon request of the Company, evidence reasonably requested by of the Corporationamount of such loss. Nothing herein shall limit a Holder's ’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 Corporation's Company’s failure to timely deliver certificates representing shares of Common Stock upon conversion of the shares of Preferred Stock this Debenture as required pursuant to the terms hereof.

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. If In addition to any other rights available to the Corporation Holder, if the Company fails for any reason to deliver to the Holder such certificate or certificates by the Share Delivery Date pursuant to Section 6(e)(i) by a Share Delivery Date4(d)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a "BuyBUY-InIN"), then the Corporation Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount by which (x) the Holder's total purchase price (including any brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue (if anysurrendered) this Debenture in a principal amount equal to the principal amount of the attempted conversion or deliver to the Holder the number of shares of Common Stock that would have been issued if the Company had timely complied with its delivery requirements under Section 4(d)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred Stock this Debenture with respect to which the aggregate actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation is was a total of $10,00010,000 under clause (A) of the immediately preceding sentence, the Corporation Company shall be required to pay the Holder $1,000. The Holder shall provide the Corporation Company written notice indicating the amounts payable to the Holder in respect of the Buy-InIn and, together with applicable confirmations and other upon request of the Company, evidence reasonably requested by of the Corporationamount of such loss. Nothing herein shall limit a Holder▇▇▇▇▇▇'s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the CorporationCompany's failure to timely deliver certificates representing shares of Common Stock upon conversion of the shares of Preferred Stock this Debenture as required pursuant to the terms hereof.

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. If In addition to any other rights available to the Corporation Holder, if the Company fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 6(e)(i5(e)(ii) by a Share Delivery the third Trading Day after the Conversion Date, and if after such Share Delivery Date third Trading Day the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise) Common Stock to deliver in satisfaction of a sale by such Holder of the Conversion Shares which the Holder was entitled to receive anticipated receiving upon the such conversion relating to such Share Delivery Date (a "“Buy-In"”), then the Corporation Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such Holder was entitled to receive anticipated receiving from the conversion at issue multiplied by (2) the actual sale price of the Common Stock at which the sell order giving rise to such purchase obligation was executed time of the sale (including brokerage commissions, if any) giving rise to such purchase obligation and (B) at the option of the Holder, either reissue a Note in principal amount equal to the principal amount of the attempted conversion or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its delivery requirements under Section 5(e)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred Stock this Note with respect to which the aggregate actual sale price of the Conversion Shares at the time of the sale (including brokerage commissions, if any) giving rise to such purchase obligation is was a total of $10,00010,000 under clause (A) of the immediately preceding sentence, the Corporation Company shall be required to pay the Holder $1,000. The Holder shall provide the Corporation Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Corporation. Nothing Notwithstanding anything contained herein shall limit a Holder's right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Corporation's contrary, if a Holder requires the Company to make payment in respect of a Buy-In for the failure to timely deliver certificates representing shares of Common Stock upon conversion hereunder and the Company timely pays in full such payment, the Company shall not be required to pay such Holder liquidated damages under Section 5(e)(iv) in respect of the shares of Preferred Stock as required pursuant to the terms hereofcertificates resulting in such Buy-In.

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. If In addition to any other rights available to the Corporation Holder, if the Company fails for any reason to deliver to the Holder such certificate or certificates by the Share Delivery Date pursuant to Section 6(e)(i) by a Share Delivery Date2(c)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise) ), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by such the Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a "“Buy-In"”), then the Corporation Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount amount, if any, by which (x) the Holder's ’s total purchase price (including any brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such the Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue (if anysurrendered) this Note in a principal amount equal to the principal amount of the attempted conversion (in which case such conversion shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued if the Company had timely complied with its delivery requirements under Section 2(c)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred Stock this Note with respect to which the aggregate actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation is was a total of $10,00010,000 under clause (A) of the immediately preceding sentence, the Corporation Company shall be required to pay the Holder $1,000. The Holder shall provide the Corporation Company written notice indicating the amounts payable to the Holder in respect of the Buy-InIn and, together with applicable confirmations and other upon request of the Company, evidence reasonably requested by of the Corporationamount of such loss. Nothing herein shall limit a Holder's ▇▇▇▇▇▇’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 Corporation's Company’s failure to timely deliver certificates representing shares of Common Stock upon conversion of the shares of Preferred Stock this Note as required pursuant to the terms hereof.

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. If In addition to any other rights available to the Corporation Purchaser, if the Company fails for any reason to deliver to the Holder Purchaser such certificate or certificates by the Share Delivery Date pursuant to Section 6(e)(i) by a Share Delivery Date4(c)(ii), and if after such Share Delivery Date the Holder Purchaser is required by its brokerage firm 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 such Holder the Purchaser of the Conversion Shares which the Holder Purchaser was entitled to receive upon the conversion relating to such Share Delivery Date (a "“Buy-In"”), then the Corporation Company shall (A) pay in cash in immediately available Dollars to the Holder Purchaser (in addition to any other remedies available to or elected by the HolderPurchaser) the amount amount, if any, by which (x) the Holder's Purchaser’s total purchase price (including any brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such Holder the Purchaser was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of the Purchaser, either reissue (if anysurrendered) this Note in a principal amount equal to the principal amount of the attempted conversion (in which case such conversion shall be deemed rescinded) or deliver to the Purchaser the number of shares of Common Stock that would have been issued if the Company had timely complied with its delivery requirements under Section 4(c)(ii). For example, if the Holder Purchaser purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred Stock this Note with respect to which the aggregate actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation is was a total of $10,00010,000 under clause (A) of the immediately preceding sentence, the Corporation Company shall be required to pay the Holder Purchaser $1,000. The Holder Purchaser shall provide the Corporation Company written notice indicating the amounts payable to the Holder Purchaser in respect of the Buy-InIn and, together with applicable confirmations and other upon request of the Company, evidence reasonably requested by of the Corporationamount of such loss. Nothing herein shall limit a Holder's Purchaser’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, including a decree of specific performance and/or injunctive relief with respect to the Corporation's Company’s failure to timely deliver certificates representing shares of Common Stock upon conversion of the shares of Preferred Stock this Note as required pursuant to the terms hereof.

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. If In addition to any other rights available to the Corporation Holder, if the Company fails for any reason to deliver to the Holder such certificate or certificates by the Share Delivery Date pursuant to Section 6(e)(i) by a Share Delivery Date4(c)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise) ), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by such the Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a "“Buy-In"), then In”),then the Corporation Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount amount, if any, by which (x) the Holder's ’s total purchase price (including any brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such the Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue (if anysurrendered) this Debenture in a principal amount equal to the principal amount of the attempted conversion (in which case such conversion shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued if the Company had timely complied with its delivery requirements under Section 4(c)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred Stock this Debenture with respect to which the aggregate actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation is was a total of $10,00010,000 under clause (A) of the immediately preceding sentence, the Corporation Company shall be required to pay the Holder $1,000. The Holder shall provide the Corporation Company written notice indicating the amounts payable to the Holder in respect of the Buy-InIn and, together with applicable confirmations and other upon request of the Company, evidence reasonably requested by of the Corporationamount of such loss. Nothing herein shall limit a Holder's ’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 Corporation's Company’s failure to timely deliver certificates representing shares of Common Stock upon conversion of the shares of Preferred Stock this Debenture as required pursuant to the terms hereof.

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. If In addition to any other rights available to the Corporation Holder, if the Company fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 6(e)(i4(d)(ii) by a Share Delivery the third Trading Day after the Conversion Date, and if after such Share Delivery Date third Trading Day the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise) Common Stock to deliver in satisfaction of a sale by such Holder of the Conversion Shares which the Holder was entitled to receive anticipated receiving upon the such conversion relating to such Share Delivery Date (a "“Buy-In"”), then the Corporation Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such Holder was entitled to receive anticipated receiving from the conversion at issue multiplied by (2) the actual sale price of the Common Stock at which the sell order giving rise to such purchase obligation was executed time of the sale (including brokerage commissions, if any) giving rise to such purchase obligation and (B) at the option of the Holder, either reissue Notes in principal amount equal to the principal amount of the attempted conversion or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its delivery requirements under Section 4(d)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred Stock Notes with respect to which the aggregate actual sale price of the Conversion Shares at the time of the sale (including brokerage commissions, if any) giving rise to such purchase obligation is was a total of $10,00010,000 under clause (A) of the immediately preceding sentence, the Corporation Company shall be required to pay the Holder $1,000. The Holder shall provide the Corporation Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Corporation. Nothing Notwithstanding anything contained herein shall limit a Holder's right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Corporation's contrary, if a Holder requires the Company to make payment in respect of a Buy-In for the failure to timely deliver certificates representing shares of Common Stock upon conversion hereunder and the Company timely pays in full such payment, the Company shall not be required to pay such Holder liquidated damages under Section 4(d)(iv) in respect of the shares of Preferred Stock as required pursuant to the terms hereofcertificates resulting in such Buy-In.

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. If In addition to any other rights available to the Corporation Holder, if the Company fails for any reason to deliver to the Holder such certificate or certificates by the Share Delivery Date pursuant to Section 6(e)(i) by a Share Delivery Date4(c)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise) ), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by such the Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a "“Buy-In"”), then the Corporation Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount amount, if any, by which (x) the Holder's ’s total purchase price (including any brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such the Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue (if anysurrendered) this Note in a principal amount equal to the principal amount of the attempted conversion (in which case such conversion shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued if the Company had timely complied with its delivery requirements under Section 4(c)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred Stock this Note with respect to which the aggregate actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation is was a total of $10,00010,000 under clause (A) of the immediately preceding sentence, the Corporation Company shall be required to pay the Holder $1,000. The Holder shall provide the Corporation Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by In andevidence of the Corporationamount of such loss. Nothing herein shall limit a Holder's H▇▇▇▇▇’s right to pursue any other remedies available to it hereunder, at law Law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Corporation's Company’s failure to timely deliver certificates representing shares of Common Stock upon conversion of the shares of Preferred Stock this Note as required pursuant to the terms hereof.

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. If In addition to any other rights available to the Corporation Holder, if the Company fails for any reason to deliver to the Holder such certificate or certificates by the Share Delivery Date pursuant to Section 6(e)(i) by a Share Delivery Date4(e)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise) ), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by such the Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a "“Buy-In"”), then the Corporation Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount by which (x) the Holder's ’s total purchase price (including any brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such the Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue (if anysurrendered) this Note in a principal amount equal to the principal amount of the attempted conversion or deliver to the Holder the number of shares of Common Stock that would have been issued if the Company had timely complied with its delivery requirements under Section 4(e)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred Stock this Note with respect to which the aggregate actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation is was a total of $10,00010,000 under clause (A) of the immediately preceding sentence, the Corporation Company shall be required to pay the Holder $1,000. The Holder shall provide the Corporation Company written notice indicating the amounts payable to the Holder in respect of the Buy-InIn and, together with applicable confirmations and other upon request of the Company, evidence reasonably requested by of the Corporationamount of such loss. Nothing herein shall limit a Holder's ▇▇▇▇▇▇’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 Corporation's Company’s failure to timely deliver certificates representing shares of Common Stock upon conversion of the shares of Preferred Stock this Note as required pursuant to the terms hereof.

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. If In addition to any other rights available to the Corporation Holder, if the Company fails for any reason to deliver to the Holder such certificate or certificates by the Share Delivery Date pursuant to Section 6(e)(i) by a Share Delivery Date4(d)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise) ), or the Holder's brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by such the Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a "Buy-In"), then the Corporation Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount by which (x) the Holder's total purchase price (including any brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of the (1) the aggregate number of shares of Common Stock that such the Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue (if anysurrendered) this Debenture in a principal amount equal to the principal amount of the attempted conversion or deliver to the Holder the number of shares of Common Stock that would have been issued if the Company had timely complied with its delivery requirements under Section 4(d)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred Stock this Debenture with respect to which the aggregate actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation is was a total of $10,00010,000 under clause (A) of the immediately preceding sentence, the Corporation Company shall be required to pay the Holder $1,000. The Holder shall provide the Corporation Company written notice indicating the amounts payable to the Holder in respect of the Buy-InIn and, together with applicable confirmations and other upon request of the Company, evidence reasonably requested by of the Corporationamount of such loss. Nothing herein shall limit a HolderH▇▇▇▇▇'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 CorporationCompany's failure to timely deliver certificates representing shares of Common Stock upon conversion of the shares of Preferred Stock this Debenture as required pursuant to the terms hereof.

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. If In addition to any other rights available to the Corporation Holder, if the Company fails for any reason to deliver to the Holder such certificate or certificates by the Share Delivery Date pursuant to Section 6(e)(i) by a Share Delivery Date4(d)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise) ), or the Holder's brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by such Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a "Buy-In"), then the Corporation Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount by which (x) the Holder's total purchase price (including any brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue (if anysurrendered) this Debenture in a principal amount equal to the principal amount of the attempted conversion or deliver to the Holder the number of shares of Common Stock that would have been issued if the Company had timely complied with its delivery requirements under Section 4(d)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred Stock this Debenture with respect to which the aggregate actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation is was a total of $10,00010,000 under clause (A) of the immediately preceding sentence, the Corporation Company shall be required to pay the Holder $1,000. The Holder shall provide the Corporation Company written notice indicating the amounts payable to the Holder in respect of the Buy-InIn and, together with applicable confirmations and other upon request of the Company, evidence reasonably requested by of the Corporationamount of such loss. Nothing herein shall limit a HolderH▇▇▇▇▇'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 CorporationCompany's failure to timely deliver certificates representing shares of Common Stock upon conversion of the shares of Preferred Stock this Debenture as required pursuant to the terms hereof.