Compensation for Buy-In on Failure to Timely Deliver Conversion Shares Upon Conversion. In addition to any other rights available to the Holder, if the [[Organization A:Organization]] fails for any reason (other than the failure of Holder’s attorney to timely deliver any opinion required in connection with such conversion) to deliver to the Holder such Conversion Shares by the Share Delivery Date pursuant to Section 4(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 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 [[Organization A:Organization]] shall have the remedies provided for in accordance with Section 4.1 of the Purchase Agreement. Nothing herein or therein 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 [[Organization A:Organization]]’s failure to timely deliver Conversion Shares upon conversion of this Note as required pursuant to the terms hereof.

Compensation for Buy-In on Failure to Timely Deliver Conversion Shares Upon Conversion. In addition to any other rights available to thea Holder, if the [[Organization A:Organization]]Corporation fails for any reason (other than the failure of Holder’s attorney to timely deliver any opinion required in connection with such conversion)cause its transfer agent to delivertransmit to the Holder such Conversion Shares byor its nominee the shares of Common Stock issuable upon a conversion of Series C Preferred Stock in accordance with the provisions of Section 5.3.1 on or prior to the applicable Share Delivery Date pursuant to Section 4(c)(ii),Date, and if after such Share Delivery Datedate the Holder is required by its brokerage firmbroker to purchase (in an open market transaction or otherwise), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Conversion Sharesshares of Common Stock which the Holder was entitled to receiveanticipated receiving upon thesuch conversion relating to such Share Delivery Date (a “Buy-In”), then the [[Organization A:Organization]]Corporation shall have# pay in cash to the remedies providedHolder the amount, if any, by which # the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds # the amount obtained by multiplying # the number of shares of Common Stock that the Corporation was required to deliver to the Holder in accordanceconnection with Section 4.1the conversion at issue times # the price at which the sell order giving rise to such purchase obligation was executed, and # at the option of the Purchase Agreement.Holder, either reinstate the number of shares of Series C Preferred Stock for which such conversion was not honored (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 had the Corporation timely complied with its conversion and delivery obligations hereunder. The Holder shall provide the Corporation written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Corporation, evidence of the amount of such loss. Nothing herein or therein shall limit a Holder’s right to pursue any other remedies available to it hereunder, athereunder under any other Section hereof or under applicable law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the [[Organization A:Organization]]’Corporation’s failure to timely deliver Conversion Sharesshares of Common Stock upon conversion of this Notethe Series C Preferred Stock as required pursuant to the terms hereof; provided, however, that any amount payable by the Corporation to a Holder pursuant to this Section 5.3.3 shall be reduced by any amount paid by the Corporation to that Holder as liquidated damages pursuant to Section 5.3.1 hereof.

Compensation for Buy-In on Failure to Timely Deliver Conversion Shares Upon Conversion. In addition to any other rights available to thea Holder, if the [[Organization A:Organization]]Corporation fails for any reason (other than the failure of Holder’s attorney to timely deliver any opinion required in connection with such conversion)cause its transfer agent to delivertransmit to the Holder such Conversion Shares byor its nominee the shares of Common Stock issuable upon a conversion of Series D Preferred Stock in accordance with the provisions of Section 5.3.1 on or prior to the applicable Share Delivery Date pursuant to Section 4(c)(ii),Date, and if after such Share Delivery Datedate the Holder is required by its brokerage firmbroker to purchase (in an open market transaction or otherwise), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Conversion Sharesshares of Common Stock which the Holder was entitled to receiveanticipated receiving upon thesuch conversion relating to such Share Delivery Date (a “Buy-In”), then the [[Organization A:Organization]]Corporation shall have# pay in cash to the remedies providedHolder the amount, if any, by which # the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds # the amount obtained by multiplying # the number of shares of Common Stock that the Corporation was required to deliver to the Holder in accordanceconnection with Section 4.1the conversion at issue times # the price at which the sell order giving rise to such purchase obligation was executed, and # at the option of the Purchase Agreement.Holder, either reinstate the number of shares of Series D Preferred Stock for which such conversion was not honored (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 had the Corporation timely complied with its conversion and delivery obligations hereunder. The Holder shall provide the Corporation written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Corporation, evidence of the amount of such loss. Nothing herein or therein shall limit a Holder’s right to pursue any other remedies available to it hereunder, athereunder under any other Section hereof or under applicable law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the [[Organization A:Organization]]’Corporation’s failure to timely deliver Conversion Sharesshares of Common Stock upon conversion of this Notethe Series D Preferred Stock as required pursuant to the terms hereof; provided, however, that any amount payable by the Corporation to a Holder pursuant to this Section 5.3.3 shall be reduced by any amount paid by the Corporation to that Holder as liquidated damages pursuant to Section 5.3.1 hereof.

Compensation for Buy-In on Failure to Timely Deliver Conversion Shares Upon Conversion. In addition to any other rights available to thea Holder, if the [[Organization A:Organization]]Corporation fails for any reason (other than the failure of Holder’s attorney to timely deliver any opinion required in connection with such conversion)cause its transfer agent to delivertransmit to the Holder such Conversion Shares byor its nominee the shares of Common Stock issuable upon a conversion of Series E Preferred Stock in accordance with the provisions of Section 5.3.1 on or prior to the applicable Share Delivery Date pursuant to Section 4(c)(ii),Date, and if after such Share Delivery Datedate the Holder is required by its brokerage firmbroker to purchase (in an open market transaction or otherwise), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Conversion Sharesshares of Common Stock which the Holder was entitled to receiveanticipated receiving upon thesuch conversion relating to such Share Delivery Date (a “Buy-In”), then the [[Organization A:Organization]]Corporation shall have# pay in cash to the remedies providedHolder the amount, if any, by which # the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds # the amount obtained by multiplying # the number of shares of Common Stock that the Corporation was required to deliver to the Holder in accordanceconnection with Section 4.1the conversion at issue times # the price at which the sell order giving rise to such purchase obligation was executed, and # at the option of the Purchase Agreement.Holder, either reinstate the number of shares of Series E Preferred Stock for which such conversion was not honored (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 had the Corporation timely complied with its conversion and delivery obligations hereunder. The Holder shall provide the Corporation written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Corporation, evidence of the amount of such loss. Nothing herein or therein shall limit a Holder’s right to pursue any other remedies available to it hereunder, athereunder under any other Section hereof or under applicable law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the [[Organization A:Organization]]’Corporation’s failure to timely deliver Conversion Sharesshares of Common Stock upon conversion of this Notethe Series E Preferred Stock as required pursuant to the terms hereof; provided, however, that any amount payable by the Corporation to a Holder pursuant to this Section 5.3.3 shall be reduced by any amount paid by the Corporation to that Holder as liquidated damages pursuant to Section 5.3.1 hereof.