Compensation for Buy-In on Failure to Timely Deliver Shares Upon Conversion. In addition to any other rights available to a Holder, if the Corporation fails to cause its transfer agent to transmit to the Holder or 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, and if after such date the Holder is required by its broker 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 shares of Common Stock which the Holder anticipated receiving upon such conversion (a “Buy-In”), then the Corporation shall # pay in cash to the Holder 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 connection with the 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 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of Series C Preferred Stock for which such conversion was not honored (in which case such conversion shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Corporation timely complied with its conversion and delivery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 shall limit a Holder’s right to pursue any other remedies available to it hereunder under any other Section hereof or under applicable law with respect to the Corporation’s failure to timely deliver shares of Common Stock upon conversion of the 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 athe Holder, if the Corporation​ fails for any reason (other than the failure of Holder’s attorney to cause its transfer agenttimely deliver any opinion required in connection with such conversion) to transmitdeliver to the Holder or its nomineesuch Conversion Shares by 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,Date pursuant to [Section 4(c)(ii)], and if after such dateShare Delivery Date the Holder is required by its brokerbrokerage 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 shares of Common StockConversion Shares which the Holder anticipated receivingwas entitled to receive upon the conversion relating to such conversionShare Delivery Date (a “Buy-In”), then the Corporation​ shall # payhave the remedies provided for in cash to the Holder 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 connectionaccordance with the conversion at issue times # the price at which the sell order giving rise to such purchase obligation was executed, and # at the option[Section 4.1] of the 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)Purchase Agreement. Nothing herein 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 hereintherein shall limit a Holder’s right to pursue any other remedies available to it hereunder under any other Section hereofhereunder, at law or under applicable lawin equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Corporation’​’s failure to timely deliver shares of Common StockConversion Shares upon conversion of the Series C Preferred Stockthis Note 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.