Common use of Accelerated Purchases Clause in Contracts

Accelerated Purchases. At any time on or after the Commencement Date, the Company shall also have the right to direct the Investor to buy Purchase Shares (each such purchase an “Accelerated Purchase”) in the amounts specified in this Section 2(b) per Accelerated Purchase Notice at the Accelerated Purchase Price on the Purchase Date by delivering to the Investor Accelerated Purchase Notices as follows: the Accelerated Purchase Amount may be up to Seventy Five Thousand Dollars ($75,000.00) per Accelerated Purchase Notice provided that the Closing Sale Price of the Common Stock must not be below $0.25 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. The Accelerated Purchase Amount may be increased to up to One Hundred Fifty Thousand Dollars ($150,000.00) per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $0.40 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. The Accelerated Purchase Amount may be increased to up to Three Hundred Thousand Dollars ($300,000.00) per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $0.65 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. The Accelerated Purchase Amount may be increased to up to Five Hundred Thousand Dollars ($500,000.00) per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $0.85 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. With respect to each such Accelerated Purchase, the Company must deliver the Purchase Shares before 1:00 p.m. eastern time on the Business Day following the Purchase Date. As used herein, the term “Accelerated Purchase Price” shall mean the lesser of (i) the lowest Sale Price of the Common Stock on the Purchase Date or (ii) the lowest Purchase Price during the previous ten (10) Business Days prior to the date that the valid Accelerated Purchase Notice was received by the Investor. However, if on any Purchase Date the Closing Sale Price of the Common Stock is below the applicable Accelerated Purchase threshold price, such Accelerated Purchase shall be void and the Investor’s obligations to buy Purchase Shares in respect of that Accelerated Purchase Notice shall be terminated. Thereafter, the Company shall again have the right to submit an Accelerated Purchase Notice as set forth herein by delivery of a new Accelerated Purchase Notice only if the Closing Sale Price of the Common Stock is at or above the applicable Accelerated Purchase Amount threshold price on the date of the delivery of the Accelerated Purchase Notice. The Company may deliver multiple Accelerated Purchase Notices to the Investor so long as at least two (2) Business Days have passed since the most recent Accelerated Purchase was completed.

Accelerated Purchases. At any time on or after the Commencement Date, the Company shall also have the right to direct the Investor to buy Purchase Shares (each such purchase an “Accelerated Purchase”) in the amounts specified in this Section 2(b) per Accelerated Purchase Notice at the Accelerated Purchase Price on the Purchase Date by delivering to the Investor Accelerated Purchase Notices as follows: the Accelerated Purchase Amount may be up to Seventy Five Thousand Dollars ($75,000.00) per Accelerated Purchase Notice provided that the Closing Sale Price of the Common Stock must not be below $0.25 0.15 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. The Accelerated Purchase Amount may be increased to up to One Hundred Fifty Thousand Dollars ($150,000.00) per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $0.40 0.20 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. The Accelerated Purchase Amount may be increased to up to Two Hundred Twenty Five Thousand Dollars ($225,000.00) per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $0.30 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. The Accelerated Purchase Amount may be increased to up to Three Hundred Thousand Dollars ($300,000.00) per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $0.65 0.40 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. The Accelerated Purchase Amount may be increased to up to Five Seven Hundred Fifty Thousand Dollars ($500,000.00750,000.00) per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $0.85 0.60 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. With respect to each such Accelerated Purchase, the Company must deliver the Purchase Shares before 1:00 p.m. eastern time on the Business Day following the Purchase Date. As used herein, the term “Accelerated Purchase Price” shall mean the lesser of (i) the lowest Sale Price of the Common Stock on the Purchase Date or (ii) the lowest Purchase Price during the previous ten three (103) Business Days prior to the date that the valid Accelerated Purchase Notice was received by the Investor. However, if on any Purchase Date the Closing Sale Price of the Common Stock is below the applicable Accelerated Purchase threshold price, such Accelerated Purchase shall be void and the Investor’s obligations to buy Purchase Shares in respect of that Accelerated Purchase Notice shall be terminated. Thereafter, the Company shall again have the right to submit an Accelerated Purchase Notice as set forth herein by delivery of a new Accelerated Purchase Notice only if the Closing Sale Price of the Common Stock is at or above the applicable Accelerated Purchase Amount threshold price on the date of the delivery of the Accelerated Purchase Notice. The Company may deliver multiple Accelerated Purchase Notices to the Investor so long as at least two one (21) Business Days have has passed since the most recent Accelerated Purchase was completed. To clarify, in the event that an Accelerated Purchase occurs on Monday, the Company may direct the Investor to purchase another Accelerated Purchase Amount in accordance with this Section 2(b) on Wednesday of the same week.

Accelerated Purchases. At any time on or after the Commencement Date, the Company shall also have the right to direct the Investor to buy Purchase Shares (each such purchase an “Accelerated Purchase”) in the amounts specified in this Section 2(b) per Accelerated Purchase Notice at the Accelerated Purchase Price on the Purchase Date by delivering to the Investor Accelerated Purchase Notices as follows: the Accelerated Purchase Amount may be up to Seventy Five Fifty Thousand Dollars ($75,000.0050,000.00) per Accelerated Purchase Notice provided that the Closing Sale Price of the Common Stock must not be below $0.25 1.00 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. The Accelerated Purchase Amount may be increased to up to One Hundred Fifty Thousand Dollars ($150,000.00100,000.00) per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $0.40 1.50 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. The Accelerated Purchase Amount may be increased to up to Three Two Hundred Fifty Thousand Dollars ($300,000.00250,000.00) per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $0.65 2.50 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. The Accelerated Purchase Amount may be increased to up to Five Hundred Thousand Dollars ($500,000.00) per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $0.85 5.00 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. With respect to each such Accelerated Purchase, the Company must deliver the Purchase Shares before 1:00 p.m. eastern time on the Business Day following the Purchase Date. As used herein, the term “Accelerated Purchase Price” shall mean the lesser of (i) the lowest Sale Price of the Common Stock on the Purchase Date or (ii) the lowest Purchase Price during the previous ten (10) Business Days prior to the date that the valid Accelerated Purchase Notice was received by the Investor. However, if on any Purchase Date the Closing Sale Price of the Common Stock is below the applicable Accelerated Purchase threshold price, such Accelerated Purchase shall be void and the Investor’s obligations to buy Purchase Shares in respect of that Accelerated Purchase Notice shall be terminated. Thereafter, the Company shall again have the right to submit an Accelerated Purchase Notice as set forth herein by delivery of a new Accelerated Purchase Notice only if the Closing Sale Price of the Common Stock is at or above the applicable Accelerated Purchase Amount threshold price on the date of the delivery of the Accelerated Purchase Notice. The Company may deliver multiple Accelerated Purchase Notices to the Investor so long as at least two (2) Business Days have passed since the most recent Accelerated Purchase was completed.

Accelerated Purchases. At any time on or after the Commencement Date, the Company shall also have the right to direct the Investor to buy Purchase Shares (each such purchase an “Accelerated Purchase”) in the amounts specified in this Section 2(b) per Accelerated Purchase Notice at the Accelerated Purchase Price on the Purchase Date by delivering to the Investor Accelerated Purchase Notices as follows: the Accelerated Purchase Amount may be up to Seventy Five Thousand Dollars ($75,000.00) per Accelerated Purchase Notice provided that the Closing Sale Price of the Common Stock must not be below $0.25 .40 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. The Accelerated Purchase Amount may be increased to up to One Hundred Fifty Twenty Five Thousand Dollars ($150,000.00125,000.00) per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $0.40 .60 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. The Accelerated Purchase Amount may be increased to up to Three Two Hundred Thousand Dollars ($300,000.00200,000.00) per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $0.65 .80 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. The Accelerated Purchase Amount may be increased to up to Five Hundred Thousand Dollars ($500,000.00) per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $0.85 1.50 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. With respect to each such Accelerated Purchase, the Company must deliver the Purchase Shares before 1:00 p.m. eastern time on the Business Day following the Purchase Date. As used herein, the term “Accelerated Purchase Price” shall mean the lesser of (i) the lowest Sale Price of the Common Stock on the Purchase Date or (ii) the lowest Purchase Price during the previous ten (10) Business Days prior to the date that the valid Accelerated Purchase Notice was received by the Investor. However, if on any Purchase Date the Closing Sale Price of the Common Stock is below the applicable Accelerated Purchase threshold price, such Accelerated Purchase shall be void and the Investor’s obligations to buy Purchase Shares in respect of that Accelerated Purchase Notice shall be terminated. Thereafter, the Company shall again have the right to submit an Accelerated Purchase Notice as set forth herein by delivery of a new Accelerated Purchase Notice only if the Closing Sale Price of the Common Stock is at or above the applicable Accelerated Purchase Amount threshold price on the date of the delivery of the Accelerated Purchase Notice. The Company may deliver multiple Accelerated Purchase Notices to the Investor so long as at least two (2) Business Days have passed since the most recent Accelerated Purchase was completed.

Accelerated Purchases. At any time on or after the Commencement Date, the Company shall also have the right to direct the Investor to buy Purchase Shares (each such purchase an “Accelerated Purchase”) in the amounts specified in this Section 2(b) per Accelerated Purchase Notice at the Accelerated Purchase Price on the Purchase Date by delivering to the Investor Accelerated Purchase Notices as follows: the Accelerated Purchase Amount may be up to Seventy Five Thousand Dollars ($75,000.00) per Accelerated Purchase Notice provided that the Closing Sale Price of the Common Stock must not be below $0.25 .75 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. The Accelerated Purchase Amount may be increased to up to One Hundred Fifty Thousand Dollars ($150,000.00) per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $0.40 1.00 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. The Accelerated Purchase Amount may be increased to up to Three Hundred Thousand Dollars ($300,000.00) per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $0.65 1.50 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. The Accelerated Purchase Amount may be increased to up to Five Hundred Thousand Dollars ($500,000.00) per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $0.85 2.00 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. With respect to each such Accelerated Purchase, the Company must deliver the Purchase Shares before 1:00 p.m. eastern time on the Business Day following the Purchase Date. As used herein, the term “Accelerated Purchase Price” shall mean the lesser of (i) the lowest Sale Price of the Common Stock on the Purchase Date or (ii) the lowest Purchase Price during the previous ten (10) Business Days prior to the date that the valid Accelerated Purchase Notice was received by the Investor. However, if on any Purchase Date the Closing Sale Price of the Common Stock is below the applicable Accelerated Purchase threshold price, such Accelerated Purchase shall be void and the Investor’s obligations to buy Purchase Shares in respect of that Accelerated Purchase Notice shall be terminated. Thereafter, the Company shall again have the right to submit an Accelerated Purchase Notice as set forth herein by delivery of a new Accelerated Purchase Notice only if the Closing Sale Price of the Common Stock is at or above the applicable Accelerated Purchase Amount threshold price on the date of the delivery of the Accelerated Purchase Notice. The Company may deliver multiple Accelerated Purchase Notices to the Investor so long as at least two (2) Business Days have passed since the most recent Accelerated Purchase was completed.

Accelerated Purchases. At any time on or after Subject to the Commencement Dateterms and conditions of this Agreement, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right right, but not the obligation, to direct the Investor by the Company’s delivery to the Investor of an Accelerated Purchase Notice from time to time, and the Investor thereupon shall have the obligation, to buy Purchase Shares (each such purchase an “Accelerated Purchase”) in the amounts specified in this Section 2(b) per Accelerated Purchase Notice at the Accelerated Purchase Price on the Accelerated Purchase Date by delivering in an amount equal to the Accelerated Purchase Share Amount (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on any of the Business Days from and after the first (1st) Business Day immediately following a Purchase Date with respect to a Regular Purchase and ending on the third (3rd) Business Day immediately following such Purchase Date with respect to such Regular Purchase (such three Business Day period, the “Applicable Accelerated Purchase Notices as follows: the Accelerated Purchase Amount may be up to Seventy Five Thousand Dollars ($75,000.00Period”) per Accelerated Purchase Notice provided that and if the Closing Sale Price of the Common Stock must on the Business Day immediately preceding the applicable Accelerated Purchase Date was not be below $0.25 0.75 (subject to equitable adjustment be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on transaction [and, effective upon the Purchase Date. The Accelerated Purchase Amount may be increased to up to One Hundred Fifty Thousand Dollars ($150,000.00) per Accelerated Purchase Notice if the Closing Sale Price consummation of the Common Stock is not below $0.40 (subject to equitable adjustment for any such reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. The Accelerated Purchase Amount may be increased to up to Three Hundred Thousand Dollars ($300,000.00) per Accelerated Purchase Notice if , the Closing Sale Price of the Common Stock is not below $0.65 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. The Accelerated Purchase Amount may be increased to up to Five Hundred Thousand Dollars ($500,000.00) per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $0.85 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. With respect to each such Accelerated Purchase, the Company must deliver the Purchase Shares before 1:00 p.m. eastern time on the Business Day following the Purchase Date. As used herein, the term “Accelerated Purchase Price” shall mean the lesser lower of (i1) the lowest Sale Price of the Common Stock on the Purchase Date or adjusted price and (2) $1.00), and (ii) the lowest Purchase Price during the previous ten (10) Business Days prior to the date that the valid Accelerated Purchase Notice was received by the Investor. However, if on any Purchase Date the Closing Sale Price of the Common Stock is below the applicable Accelerated Purchase threshold price, such Accelerated Purchase shall be void and the Investor’s obligations to buy Purchase Shares in respect of that Accelerated Purchase Notice shall be terminated. Thereafter, the Company shall again have the right to submit an Accelerated Purchase Notice as set forth herein by delivery of a new Accelerated Purchase Notice only if the Closing Sale Price of the Common Stock is at or above the applicable Accelerated Purchase Amount threshold price on the date of the delivery of the Accelerated Purchase Notice. The Company may deliver multiple Accelerated Regular Purchase Notices to the Investor during an Applicable Accelerated Purchase Period so long as at least two one (21) Business Days have Day has passed since the most recent Accelerated Purchase was completed. Notwithstanding the foregoing, the Company shall not deliver any Accelerated Purchase Notices during the PEA Period. If the Company delivers any Accelerated Purchase Notice for an Accelerated Purchase Share Amount in excess of the limitations contained in the definition of Accelerated Purchase Share Amount, such Accelerated Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Share Amount which the Company is permitted to include in such Accelerated Purchase Notice in accordance herewith (which shall be confirmed in an Accelerated Purchase Confirmation (defined below)), and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Accelerated Purchase Notice; provided that the Investor shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in such Accelerated Purchase Notice. Upon completion of each Accelerated Purchase Date, the Accelerated Purchase Share Amount and the applicable Accelerated Purchase Price shall be set forth on a confirmation of the Accelerated Purchase to be provided to the Company by the Investor (an “Accelerated Purchase Confirmation”).

Accelerated Purchases. At any time on or after the Commencement Date, the Company shall also have the right to direct the Investor to buy Purchase Shares (each such purchase an “Accelerated Purchase”) in the amounts specified in this Section 2(b) per Accelerated Purchase Notice at the Accelerated Purchase Price on the Purchase Date by delivering to the Investor Accelerated Purchase Notices as follows: the Accelerated Purchase Amount may be up to Seventy Five Sixty Thousand Dollars ($75,000.0060,000.00) per Accelerated Purchase Notice provided that the Closing Sale Price of the Common Stock must not be below $0.25 0.90 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. The Accelerated Purchase Amount may be increased to up to One Hundred Fifty Twenty Thousand Dollars ($150,000.00120,000.00) per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $0.40 1.20 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. The Accelerated Purchase Amount may be increased to up to Three Two Hundred Forty Thousand Dollars ($300,000.00240,000.00) per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $0.65 2.00 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. The Accelerated Purchase Amount may be increased to up to Five Hundred Thousand Dollars ($500,000.00) per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $0.85 2.50 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. With respect to each such Accelerated Purchase, the Company must deliver the Purchase Shares before 1:00 p.m. eastern time on the Business Day following the Purchase Date. As used herein, the term “Accelerated Purchase Price” shall mean the lesser of (i) the lowest Sale Price of the Common Stock on the Purchase Date or (ii) the lowest Purchase Price during the previous ten (10) Business Days prior to the date that the valid Accelerated Purchase Notice was received by the Investor. However, if on any Purchase Date the Closing Sale Price of the Common Stock is below the applicable Accelerated Purchase threshold price, such Accelerated Purchase shall be void and the Investor’s obligations to buy Purchase Shares in respect of that Accelerated Purchase Notice shall be terminated. Thereafter, the Company shall again have the right to submit an Accelerated Purchase Notice as set forth herein by delivery of a new Accelerated Purchase Notice only if the Closing Sale Price of the Common Stock is at or above the applicable Accelerated Purchase Amount threshold price on the date of the delivery of the Accelerated Purchase Notice. The Company may deliver multiple Accelerated Purchase Notices to the Investor so long as at least two (2) Business Days have passed since the most recent Accelerated Purchase was completed.

Accelerated Purchases. At any time on or after the Commencement Date, the Company shall also have the right to direct the Investor to buy up to 400,000 Purchase Shares (each such purchase an “Accelerated Purchase” and the amount so purchased the “Accelerated Purchase Amount”) in the amounts specified in this Section 2(b) per Accelerated Purchase Notice at the Accelerated Purchase Price on the Purchase Date by delivering to the Investor Accelerated Purchase Notices as follows: the Accelerated Purchase Amount may be up to Seventy Five Thousand Dollars ($75,000.00) per Accelerated Purchase Notice provided that the Closing Sale Price of the Common Stock must not be below $0.25 1.50 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. The Date (the “Accelerated Purchase Amount may be increased to up to One Hundred Fifty Thousand Dollars ($150,000.00) per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $0.40 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. The Accelerated Purchase Amount may be increased to up to Three Hundred Thousand Dollars ($300,000.00) per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $0.65 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. The Accelerated Purchase Amount may be increased to up to Five Hundred Thousand Dollars ($500,000.00) per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $0.85 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase DateThreshold Price”). With respect to each such Accelerated Purchase, the Company must deliver the Purchase Shares before 1:00 p.m. eastern time on the Business Day following the Purchase Date. As used herein, the term “Accelerated Purchase Price” shall mean the lesser of (i) the lowest Sale Price of the Common Stock on the Purchase Date or (ii) the lowest Purchase Price during the previous ten (10) Business Days prior to the date that the valid Accelerated Purchase Notice was received by the Investor. However, if on any Purchase Date the Closing Sale Price of the Common Stock is below the applicable Accelerated Purchase threshold priceThreshold Price, such Accelerated Purchase shall be void and the Investor’s obligations to buy Purchase Shares in respect of that Accelerated Purchase Notice shall be terminated. Thereafter, the Company shall again have the right to submit an Accelerated Purchase Notice as set forth herein by delivery of a new Accelerated Purchase Notice only if the Closing Sale Price of the Common Stock is at or above the applicable Accelerated Purchase Amount threshold price Threshold Price on the date of the delivery of the Accelerated Purchase Notice. The Company may deliver multiple Accelerated Purchase Notices to the Investor so long as at least two (2) no sooner than every Business Days have passed since Day. Notwithstanding anything herein to the most recent Accelerated contrary, the parties may otherwise mutually agree on the purchase and sale of other amounts of Purchase was completedShares.

Accelerated Purchases. At any time on or after the Commencement Date, the Company shall also have the right to direct the Investor to buy Purchase Shares (each such purchase an “Accelerated Purchase”) in the amounts specified in this Section 2(b) per Accelerated Purchase Notice at the Accelerated Purchase Price on the Purchase Date by delivering to the Investor Accelerated Purchase Notices as follows: the Accelerated Purchase Amount may be up to Seventy Five Thousand Dollars ($75,000.00) per Accelerated Purchase Notice provided that the Closing Sale Price of the Common Stock must not be below $0.25 .40 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transactiontransaction subsequent to the date hereof and prior to the termination of this Agreement) on the Purchase Date. The Accelerated Purchase Amount may be increased to up to One Hundred Fifty Thousand Dollars ($150,000.00) per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $0.40 .60 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transactiontransaction subsequent to the date hereof and prior to the termination of this Agreement) on the Purchase Date. The Accelerated Purchase Amount may be increased to up to Three Two Hundred Fifty Thousand Dollars ($300,000.00250,000.00) per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $0.65 .90 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transactiontransaction subsequent to the date hereof and prior to the termination of this Agreement) on the Purchase Date. The Accelerated Purchase Amount may be increased to up to Five Hundred Thousand Dollars ($500,000.00) per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $0.85 1.50 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transactiontransaction subsequent to the date hereof and prior to the termination of this Agreement) on the Purchase Date. With respect to each such Accelerated Purchase, the Company must deliver the Purchase Shares before 1:00 p.m. eastern time on the Business Day following the Purchase Date. As used herein, the term “Accelerated Purchase Price” shall mean the lesser of (i) the lowest Sale Price of the Common Stock on the Purchase Date or (ii) the lowest Purchase Price during the previous ten (10) Business Days prior to the date that the valid Accelerated Purchase Notice was received by the Investor. However, if on any Purchase Date the Closing Sale Price of the Common Stock is below the applicable Accelerated Purchase threshold price, such Accelerated Purchase shall be void and the Investor’s obligations to buy Purchase Shares in respect of that Accelerated Purchase Notice shall be terminated, provided, however, that the Accelerated Purchase Amount shall automatically be reduced to the next lowest Accelerated Purchase Amount unless the applicable Closing Sale Price is below $.40, in which event it shall automatically become a Regular Purchase to the extent a Regular Purchase is otherwise permitted under the Agreement. Thereafter, the Company shall again have the right to submit an Accelerated Purchase Notice as set forth herein by delivery of a new Accelerated Purchase Notice only if the Closing Sale Price of the Common Stock is at or above the applicable Accelerated Purchase Amount threshold price on the date of the delivery of the Accelerated Purchase Notice. The Company may deliver multiple Accelerated Purchase Notices to the Investor so long as at least two (2) Business Days have passed since the most recent Accelerated Purchase was completed.

Accelerated Purchases. At any time on or after the Commencement Date, the Company shall also have the right to direct the Investor to buy Purchase Shares (each such purchase an “Accelerated Purchase”) in the amounts specified in this Section 2(b) per Accelerated Purchase Notice at the Accelerated Purchase Price on the Purchase Date by delivering to the Investor Accelerated Purchase Notices as follows: the Accelerated Purchase Amount may be up to Seventy Five Eighty Thousand Dollars ($75,000.0080,000.00) per Accelerated Purchase Notice provided that the Closing Sale Price of the Common Stock must not be below $0.25 .15 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. The Accelerated Purchase Amount may be increased to up to One Hundred Fifty Sixty Thousand Dollars ($150,000.00160,000.00) per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $0.40 .30 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. The Accelerated Purchase Amount may be increased to up to Three Hundred Twenty Thousand Dollars ($300,000.00320,000.00) per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $0.65 .45 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. The Accelerated Purchase Amount may be increased to up to Five Hundred Thousand Dollars ($500,000.00) per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $0.85 .60 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. With respect to each such Accelerated Purchase, the Company must deliver the Purchase Shares before 1:00 p.m. eastern time on the Business Day following the Purchase Date. As used herein, the term “Accelerated Purchase Price” shall mean the lesser of (i) the lowest Sale Price of the Common Stock on the Purchase Date or (ii) the lowest Purchase Price during the previous ten (10) Business Days prior to the date that the valid Accelerated Purchase Notice was received by the Investor. However, if on any Purchase Date the Closing Sale Price of the Common Stock is below the applicable Accelerated Purchase threshold price, such Accelerated Purchase shall be void and the Investor’s obligations to buy Purchase Shares in respect of that Accelerated Purchase Notice shall be terminated. Thereafter, the Company shall again have the right to submit an Accelerated Purchase Notice as set forth herein by delivery of a new Accelerated Purchase Notice only if the Closing Sale Price of the Common Stock is at or above the applicable Accelerated Purchase Amount threshold price on the date of the delivery of the Accelerated Purchase Notice. The Company may deliver multiple Accelerated Purchase Notices to the Investor so long as at least two (2) Business Days have passed since the most recent Accelerated Purchase was completed.

Accelerated Purchases. At any time on or after the Commencement Date, the Company shall also have the right to direct the Investor to buy Purchase Shares (each such purchase an “Accelerated Purchase”) in the amounts specified in this Section 2(b) per Accelerated Purchase Notice at the Accelerated Purchase Price on the Purchase Date by delivering to the Investor Accelerated Purchase Notices as follows: the Accelerated Purchase Amount may be up to Seventy Five Forty Thousand Dollars ($75,000.0040,000.00) per Accelerated Purchase Notice provided that the Closing Sale Price of the Common Stock must not be below $0.25 .50 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. The Accelerated Purchase Amount may be increased to up to One Hundred Fifty Thousand Dollars ($150,000.00100,000.00) per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $0.40 .75 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. The Accelerated Purchase Amount may be increased to up to Three Two Hundred Thousand Dollars ($300,000.00200,000.00) per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $0.65 1.25 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. The Accelerated Purchase Amount may be increased to up to Five Hundred Thousand Dollars ($500,000.00) per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $0.85 1.75 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. With respect to each such Accelerated Purchase, the Company must deliver the Purchase Shares before 1:00 p.m. eastern time on the Business Day following the Purchase Date. As used herein, the term “Accelerated Purchase Price” shall mean the lesser of (i) the lowest Sale Price of the Common Stock on the Purchase Date or (ii) the lowest Purchase Price during the previous ten (10) Business Days prior to the date that the valid Accelerated Purchase Notice was received by the Investor. However, if on any Purchase Date the Closing Sale Price of the Common Stock is below the applicable Accelerated Purchase threshold price, such Accelerated Purchase shall be void and the Investor’s obligations to buy Purchase Shares in respect of that Accelerated Purchase Notice shall be terminated. Thereafter, the Company shall again have the right to submit an Accelerated Purchase Notice as set forth herein by delivery of a new Accelerated Purchase Notice only if the Closing Sale Price of the Common Stock is at or above the applicable Accelerated Purchase Amount threshold price on the date of the delivery of the Accelerated Purchase Notice. The Company may deliver multiple Accelerated Purchase Notices to the Investor so long as at least two (2) Business Days have passed since the most recent Accelerated Purchase was completed.

Accelerated Purchases. At any time on or after the Commencement Date, the Company shall also have the right to direct the Investor to buy Purchase Shares (each such purchase an “Accelerated Purchase”) in the amounts specified in this Section 2(b) per Accelerated Purchase Notice at the Accelerated Purchase Price on the Purchase Date by delivering to the Investor Accelerated Purchase Notices as follows: the Accelerated Purchase Amount may be up to Seventy Five One Hundred Thousand Dollars ($75,000.00100,000.00) per Accelerated Purchase Notice provided that the Closing Sale Price of the Common Stock must not be below $0.25 0.60 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. The Accelerated Purchase Amount may be increased to up to One Two Hundred Fifty Thousand Dollars ($150,000.00250,000.00) per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $0.40 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. The Accelerated Purchase Amount may be increased to up to Three Hundred Thousand Dollars ($300,000.00) per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $0.65 1.20 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. The Accelerated Purchase Amount may be increased to up to Five Hundred Thousand Dollars ($500,000.00) per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $0.85 2.50 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. The Accelerated Purchase Amount may be increased to up to One Million Dollars ($1,000,000.00) per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $4.00 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. With respect to each such Accelerated Purchase, the Company must deliver the Purchase Shares before 1:00 p.m. eastern time on the Business Day following the Purchase Date. As used herein, the term “Accelerated Purchase Price” shall mean the lesser of (i) the lowest Sale Price of the Common Stock on the Purchase Date or (ii) the lowest Purchase Price during the previous ten (10) Business Days prior to the date that the valid Accelerated Purchase Notice was received by the Investor. However, if on any Purchase Date the Closing Sale Price of the Common Stock is below the applicable Accelerated Purchase threshold price, such Accelerated Purchase shall be void and the Investor’s obligations to buy Purchase Shares in respect of that Accelerated Purchase Notice shall be terminated. Thereafter, the Company shall again have the right to submit an Accelerated Purchase Notice as set forth herein by delivery of a new Accelerated Purchase Notice only if the Closing Sale Price of the Common Stock is at or above the applicable Accelerated Purchase Amount threshold price on the date of the delivery of the Accelerated Purchase Notice. The Company may deliver multiple Accelerated Purchase Notices to the Investor so long as at least two (2) Business Days have passed since the most recent Accelerated Purchase was completed.

Accelerated Purchases. At any time on or after the Commencement Date, the Company shall also have the right to direct the Investor to buy Purchase Shares (each such purchase an “Accelerated Purchase”) in the amounts specified in this Section 2(b) per Accelerated Purchase Notice at the Accelerated Purchase Price on the Purchase Date by delivering to the Investor Accelerated Purchase Notices as follows: the Accelerated Purchase Amount may be up to Seventy Five One Hundred Fifty Thousand Dollars Purchase Shares ($75,000.00150,000) per Accelerated Purchase Notice provided that the Closing Sale Price of the Common Stock must not be below $0.25 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. The Accelerated Purchase Amount may be increased to up to One Hundred Fifty Thousand Dollars ($150,000.00) 0.75 per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $0.40 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. The Accelerated Purchase Amount may be increased to up to Three Hundred Thousand Dollars ($300,000.00) per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $0.65 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. The Accelerated Purchase Amount may be increased to up to Five Hundred Thousand Dollars ($500,000.00) per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $0.85 share (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. With respect to each such Accelerated Purchase, the Company must deliver the Purchase Shares before 1:00 p.m. eastern time on the Business Day following the Purchase Date. As used herein, the term “Accelerated Purchase Price” shall mean the lesser of (i) the lowest Sale Price of the Common Stock on the Purchase Date or (ii) the lowest Purchase Price during the previous ten (10) Business Days prior to the date that the valid Accelerated Purchase Notice was received by the Investor. However, if on any Purchase Date the Closing Sale Price of the Common Stock is below the applicable Accelerated Purchase threshold price, such Accelerated Purchase shall be void and the Investor’s obligations to buy Purchase Shares in respect of that Accelerated Purchase Notice shall be terminated. Thereafter, the Company shall again have the right to submit an Accelerated Purchase Notice as set forth herein by delivery of a new Accelerated Purchase Notice only if the Closing Sale Price of the Common Stock is at or above the applicable Accelerated Purchase Amount threshold price on the date of the delivery of the Accelerated Purchase Notice. The Company may deliver multiple Accelerated Purchase Notices to the Investor so long as at least two (2) every Business Days have passed since the most recent Accelerated Purchase was completedDay.

Accelerated Purchases. At any time on or after the Commencement Date, the Company shall also have the right to direct the Investor to buy Purchase Shares (each such purchase an “Accelerated Purchase”) in the amounts specified in this Section 2(b) per Accelerated Purchase Notice at the Accelerated Purchase Price on the Purchase Date by delivering to the Investor Accelerated Purchase Notices as follows: the Accelerated Purchase Amount may be up to Seventy Five Thousand Dollars ($75,000.00) per Accelerated Purchase Notice provided that the Closing Sale Price of the Common Stock must not be below $0.25 .40 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transactiontransaction subsequent to the date hereof and prior to the termination of this Agreement) on the Purchase Date. The Accelerated Purchase Amount may be increased to up to One Hundred Fifty Thousand Dollars ($150,000.00) per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $0.40 .60 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transactiontransaction subsequent to the date hereof and prior to the termination of this Agreement) on the Purchase Date. The Accelerated Purchase Amount may be increased to up to Three Two Hundred Fifty Thousand Dollars ($300,000.00250,000.00) per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $0.65 .90 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transactiontransaction subsequent to the date hereof and prior to the termination of this Agreement) on the Purchase Date. The Accelerated Purchase Amount may be increased to up to Five Hundred Thousand Dollars ($500,000.00) per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $0.85 1.50 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. With respect to each such Accelerated Purchase, the Company must deliver the Purchase Shares before 1:00 p.m. eastern time on the Business Day following the Purchase Date. As used herein, the term “Accelerated Purchase Price” shall mean the lesser of (i) the lowest Sale Price of the Common Stock on the Purchase Date or (ii) the lowest Purchase Price during the previous ten (10) Business Days prior to the date that the valid Accelerated Purchase Notice was received by the Investor. However, if on any Purchase Date the Closing Sale Price of the Common Stock is below the applicable Accelerated Purchase threshold price, such Accelerated Purchase shall be void and the Investor’s obligations to buy Purchase Shares in respect of that Accelerated Purchase Notice shall be terminated. Thereafter, the Company shall again have the right to submit an Accelerated Purchase Notice as set forth herein by delivery of a new Accelerated Purchase Notice only if the Closing Sale Price of the Common Stock is at or above the applicable Accelerated Purchase Amount threshold price on the date of the delivery of the Accelerated Purchase Notice. The Company may deliver multiple Accelerated Purchase Notices to the Investor so long as at least two (2) Business Days have passed since the most recent Accelerated Purchase was completed.or

Accelerated Purchases. At any time on or after the Commencement Date, the Company shall also have the right to direct the Investor to buy up to 200,000 Purchase Shares (each such purchase purchase, an “Accelerated Purchase” and the amount so purchased, the “Accelerated Purchase Amount”) in the amounts specified in this Section 2(b) per Accelerated Purchase Notice at the Accelerated Purchase Price on the Purchase Date by delivering to the Investor Accelerated Purchase Notices as follows: the Accelerated Purchase Amount may be up to Seventy Five Thousand Dollars ($75,000.00) per Accelerated Purchase Notice provided that the Closing Sale Price of the Common Stock must not be below $0.25 0.35 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on (the Purchase Date. The “Accelerated Purchase Amount may be increased to up to One Hundred Fifty Thousand Dollars ($150,000.00) per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $0.40 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. The Accelerated Purchase Amount may be increased to up to Three Hundred Thousand Dollars ($300,000.00) per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $0.65 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. The Accelerated Purchase Amount may be increased to up to Five Hundred Thousand Dollars ($500,000.00) per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $0.85 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transactionThreshold Price”) on the Purchase Date. With respect to each such Accelerated Purchase, the Company must deliver the Purchase Shares before 1:00 p.m. eastern time on the Business Day following the Purchase Date. As used herein, the term “Accelerated Purchase Price” shall mean the lesser of (i) the lowest Sale Price of the Common Stock on the Purchase Date or (ii) the lowest Purchase Price during the previous ten five (105) Business Days prior to the date that the valid Accelerated Purchase Notice was received by the Investor. However, if on any Purchase Date the Closing Sale Price of the Common Stock is below the applicable Accelerated Purchase threshold priceThreshold Price, such Accelerated Purchase shall be void and the Investor’s obligations to buy Purchase Shares in respect of that Accelerated Purchase Notice shall be terminated. Thereafter, the Company shall again have the right to submit an Accelerated Purchase Notice as set forth herein by delivery of a new Accelerated Purchase Notice only if the Closing Sale Price of the Common Stock is at or above the applicable Accelerated Purchase Amount threshold price Threshold Price on the date of the delivery of the Accelerated Purchase Notice. The Company may deliver multiple a new Accelerated Purchase Notices Notice to the Investor so long as at least two (2) Business Days have passed since the most recent Accelerated Purchase was completedDate.

Accelerated Purchases. At any time on or after the Commencement Date, the Company shall also have the right right, but not the obligation, in its sole and absolute discretion, to direct deliver to the Investor from time to time an Accelerated Purchase Notice directing the Investor to buy buy, in addition to any Regular Purchase, up to One Hundred Thousand Dollars ($100,000) worth of Purchase Shares (each such purchase an “Accelerated Purchase” and the amount so purchased the “Accelerated Purchase Amount”) in the amounts specified in this Section 2(b) per Accelerated Purchase Notice at the applicable Accelerated Purchase Price on the Purchase Date by delivering to the Investor Accelerated Purchase Notices (as follows: the Accelerated Purchase Amount may be up to Seventy Five Thousand Dollars ($75,000.00) per Accelerated Purchase Notice defined below), provided that the Closing Sale Price of the Common Stock must not be below $0.25 0.50 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the applicable Purchase DateDate (the “Accelerated Purchase Threshold Price”). The Accelerated Purchase Amount may be increased to up to One Two Hundred Fifty Thousand Dollars ($150,000.00200,000.00) per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $0.40 0.80 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the applicable Purchase Date. The Accelerated Purchase Amount may be increased to up to Three Hundred Thousand Dollars ($300,000.00) per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $0.65 1.10 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the applicable Purchase Date. The Accelerated Purchase Amount may be increased to up to Four Hundred Thousand Dollars ($400,000.00) per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $1.50 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the applicable Purchase Date. The Accelerated Purchase Amount may be increased to up to Five Hundred Thousand Dollars ($500,000.00) per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $0.85 2.00 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. With respect to each such Accelerated Purchase, the Company must deliver the Purchase Shares before 1:00 p.m. eastern time on the Business Day following the applicable Purchase Date. As used herein, the term “Accelerated Purchase Price” shall mean a price per Purchase Share equal to the lesser of (i) the lowest Sale Price of the Common Stock on the applicable Purchase Date for such Accelerated Purchase or (ii) the lowest Purchase Price during the previous ten five (105) Business Days immediately prior to the date applicable Purchase Date for such Accelerated Purchase (assuming for purposes of this Section 2(b) that the valid Accelerated Company had delivered a Purchase Notice was received by the Investoron each of such five Business Days, whether or not such Purchase Notice is actually delivered). However, if on any Purchase Date the Closing Sale Price of the Common Stock is below the applicable Accelerated Purchase threshold priceThreshold Price, such Accelerated Purchase shall be void and the Investor’s obligations to buy Purchase Shares in respect of that Accelerated Purchase Notice shall be terminated. Thereafter, the Company shall again have the right to submit an Accelerated Purchase Notice as set forth herein by delivery of a new Accelerated Purchase Notice only if the Closing Sale Price of the Common Stock is at or above the applicable Accelerated Purchase Amount threshold price Threshold Price on the date of the delivery of the applicable Purchase Date. The Company may deliver an Accelerated Purchase NoticeNotice only between 4:01 p.m. Eastern time and 6:00 p.m. Eastern time on the applicable Purchase Date or between 8:00 a.m. Eastern time and 9:00 a.m. Eastern time on the Business Day next following the applicable Purchase Date. The Company may deliver multiple Accelerated Purchase Notices to the Investor so long as at least two one (21) Business Days have Day has passed since the most recent Accelerated Purchase was completed.. NY 241,957,499v9 5-15-12

Accelerated Purchases. At any time on or after the Commencement Date, the Company shall also have the right to direct the Investor to buy Purchase Shares (each such purchase an “Accelerated Purchase”) in the amounts specified in this Section 2(b) per Accelerated Purchase Notice (the “Accelerated Purchase Amount”) at the Accelerated Purchase Price on the Purchase Date by delivering to the Investor Accelerated Purchase Notices as follows: the Accelerated Purchase Amount may be up to Seventy Five Thousand Dollars ($75,000.00) per Accelerated Purchase Notice provided that the Closing Sale Price of the Common Stock must not be below $0.25 0.40 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction) on the Purchase Date. The Accelerated Purchase Amount may be increased to up to One Hundred Fifty Thousand Dollars ($150,000.00100,000.00) per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $0.40 0.50 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction) on the Purchase Date. The Accelerated Purchase Amount may be increased to up to Three Two Hundred Fifty Thousand Dollars ($300,000.00250,000.00) per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $0.65 0.70 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction) on the Purchase Date. The Accelerated Purchase Amount may be increased to up to Five Hundred Thousand Dollars ($500,000.00) per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $0.85 1.00 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction) on the Purchase Date. The Accelerated Purchase Amount may be increased to up to One Million Dollars ($1,000,000.00) per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $2.30 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction) on the Purchase Date. With respect to each such Accelerated Purchase, the Company must deliver the Purchase Shares before 1:00 p.m. eastern time on the Business Day following the Purchase Date. As used herein, the term “Accelerated Purchase Price” shall mean the lesser of (i) the lowest Sale Price of the Common Stock on the Purchase Date or (ii) the lowest Purchase Price during the previous ten (10) Business Days prior to the date that the valid Accelerated Purchase Notice was received by the Investor. However, if on any Purchase Date the Closing Sale Price of the Common Stock is below the applicable Accelerated Purchase threshold price, such Accelerated Purchase shall be void and the Investor’s obligations to buy Purchase Shares in respect of that Accelerated Purchase Notice shall be terminated. Thereafter, the Company shall again have the right to submit an Accelerated Purchase Notice as set forth herein by delivery of a new Accelerated Purchase Notice only if the Closing Sale Price of the Common Stock is at or above the applicable Accelerated Purchase Amount threshold price on the date of the delivery of the Accelerated Purchase Notice. The Company may deliver multiple Accelerated Purchase Notices to the Investor so long as at least two three (23) Business Days have passed since the most recent Accelerated Purchase was completed.

Accelerated Purchases. At any Any time on or after the Commencement Date, the Company shall also have the right but not the obligation by its delivery to the Investor of Accelerated Purchase Notices from time to time to direct the Investor to buy Purchase Shares (each such purchase an “Accelerated Purchase”) in the amounts specified in this Section 2(bany amount up to Five Hundred Thousand Dollars ($500,000.00) per Accelerated Purchase Notice at the Accelerated Purchase Price on the Purchase Date by delivering to provided the Investor Accelerated Purchase Notices as followsfollowing conditions must be met: the Accelerated Purchase Amount may be up to Seventy Five shall not exceed One Hundred Thousand Dollars ($75,000.00100,000.00) per Accelerated Purchase Notice provided that the Closing Sale Price of the Common Stock must not be below $0.25 0.20 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. The Accelerated Purchase Amount may be increased to up to One Two Hundred Fifty Thousand Dollars ($150,000.00200,000.00) per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $0.40 0.30 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. The Accelerated Purchase Amount may be increased to up to Three Hundred Thousand Dollars ($300,000.00) per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $0.65 0.40 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. The Accelerated Purchase Amount may be increased to up to Five Hundred Thousand Dollars ($500,000.00) per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $0.85 0.50 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. With respect to each such Accelerated Purchase, the Company must deliver the Purchase Shares before 1:00 p.m. eastern time on the second Business Day following the Purchase Date. As used herein, the term “Accelerated Purchase Price” shall mean the lesser of (i) the lowest Sale Price of the Common Stock on the Purchase Date or (ii) the lowest Purchase Price during the previous ten five (105) Business Days prior to the date that the valid Accelerated Purchase Notice was received by the Investor. However, if on any Purchase Date the Closing Sale Price of the Common Stock is below the applicable Accelerated Purchase threshold price, such Accelerated Purchase shall be void and the Investor’s obligations to buy Purchase Shares in respect of that Accelerated Purchase Notice shall be terminated. Thereafter, the Company shall again have the right to submit an Accelerated Purchase Notice as set forth herein by delivery of a new Accelerated Purchase Notice only if the Closing Sale Price of the Common Stock is at or above the applicable Accelerated Purchase Amount threshold price on the date of the delivery of the Accelerated Purchase Notice. The Company may deliver multiple Accelerated Purchase Notices to the Investor so long as at least two (2) Business Days have passed since the most recent Accelerated Purchase was completed.

Accelerated Purchases. At any time on or after the Commencement Date, the Company shall also have the right to direct the Investor to buy Purchase Shares (each such purchase an “Accelerated Purchase”) in the amounts specified in this Section 2(b) per Accelerated Purchase Notice at the Accelerated Purchase Price on the Purchase Date by delivering to the Investor Accelerated Purchase Notices as follows: the Accelerated Purchase Amount may be up to Seventy Five One Hundred Thousand Dollars ($75,000.00100,000.00) per Accelerated Purchase Notice provided that the Closing Sale Price of the Common Stock must not be below $0.25 1.75 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. The Accelerated Purchase Amount may be increased to up to One Two Hundred Fifty Thousand Dollars ($150,000.00200,000.00) per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $0.40 2.50 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. The Accelerated Purchase Amount may be increased to up to Three Hundred Thousand Dollars ($300,000.00) per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $0.65 3.25 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. The Accelerated Purchase Amount may be increased to up to Five Hundred Thousand Dollars ($500,000.00) per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $0.85 4.00 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. With respect to each such Accelerated Purchase, the Company must deliver the Purchase Shares before 1:00 p.m. eastern time on the Business Day following the Purchase Date. As used herein, the term “Accelerated Purchase Price” shall mean the lesser of (i) the lowest Sale Price of the Common Stock on the Purchase Date or (ii) the lowest Purchase Price during the previous ten (10) Business Days prior to the date that the valid Accelerated Purchase Notice was received by the Investor. However, if on any Purchase Date the Closing Sale Price of the Common Stock is below the applicable Accelerated Purchase threshold price, such Accelerated Purchase shall be void and the Investor’s obligations to buy Purchase Shares in respect of that Accelerated Purchase Notice shall be terminated. Thereafter, the Company shall again have the right to submit an Accelerated Purchase Notice as set forth herein by delivery of a new Accelerated Purchase Notice only if the Closing Sale Price of the Common Stock is at or above the applicable Accelerated Purchase Amount threshold price on the date of the delivery of the Accelerated Purchase Notice. The Company may deliver multiple Accelerated Purchase Notices to the Investor so long as at least two (2) Business Days have passed since the most recent Accelerated Purchase was completed.

Accelerated Purchases. At Subject to the immediately succeeding sentence, at any time on or after the Commencement Date, the Company shall also have the right to direct the Investor to buy Purchase Shares (each such purchase an “Accelerated Purchase”) in the amounts specified in this Section 2(b) per Accelerated Purchase Notice at the Accelerated Purchase Price on the Purchase Date by delivering to the Investor Accelerated Purchase Notices as follows: the Accelerated Purchase Amount may be up to Seventy Five Two Hundred Thousand Dollars ($75,000.00200,000.00) per Accelerated Purchase Notice provided that the Closing Sale Price of the Common Stock must not be below $0.25 3.00 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction) on the Purchase Date. The Accelerated Purchase Amount may be increased to up to Four Hundred Thousand Dollars ($400,000.00) per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $4.50 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction) on the Purchase Date. The Accelerated Purchase Amount may be increased to up to Six Hundred Thousand Dollars ($600,000.00) per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $6.00 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction) on the Purchase Date. The Accelerated Purchase Amount may be increased to up to One Hundred Fifty Thousand Million Dollars ($150,000.001,000,000.00) per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $0.40 7.50 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. The Accelerated Purchase Amount may be increased to up to Three Hundred Thousand Dollars ($300,000.00) per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $0.65 (subject to equitable adjustment for any reorganizationsplit, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. The Accelerated Purchase Amount may be increased to up to Five Hundred Thousand Dollars ($500,000.00) per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $0.85 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, reverse stock split or other similar transaction) on the Purchase Date. With respect to each such Accelerated Purchase, the Company must deliver the Purchase Shares before 1:00 p.m. eastern time on the Business Day following the Purchase Date. As used herein, the term “Accelerated Purchase Price” shall mean the lesser of (i) the lowest Sale Price of the Common Stock on the Purchase Date or (ii) the lowest Purchase Price during the previous ten (10) consecutive Business Days prior to ending on the date that the valid Accelerated Business Day immediately preceding such Purchase Notice was received by the InvestorDate. However, if on any Purchase Date the Closing Sale Price of the Common Stock is below the applicable Accelerated Purchase Amount threshold price, such Accelerated Purchase shall be void and the Investor’s obligations to buy buy, and the Company’s obligations to sell, Purchase Shares in respect of that Accelerated Purchase Notice shall be terminated. Thereafter, the Company shall again have the right to submit an Accelerated Purchase Notice as set forth herein by delivery of a new Accelerated Purchase Notice only if the Closing Sale Price of the Common Stock is at or above the applicable Accelerated Purchase Amount threshold price on the date of the delivery of the applicable Accelerated Purchase Notice. The Company may deliver multiple Accelerated Purchase Notices to the Investor so long as at least two (2) Business Days have passed since the most recent Accelerated Purchase was completed.

Accelerated Purchases. At any time on or after the Commencement Date, the Company shall also have the right to direct the Investor to buy Purchase Shares (each such purchase an “Accelerated Purchase”) in the amounts specified in this Section 2(b) per Accelerated Purchase Notice at the Accelerated Purchase Price on the Purchase Date by delivering to the Investor Accelerated Purchase Notices as follows: the Accelerated Purchase Amount may be up to Seventy Five One Hundred Thousand Dollars Purchase Shares ($75,000.00100,000) per Accelerated Purchase Notice provided that the Closing Sale Price of the Common Stock must not be below $0.25 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. The Accelerated Purchase Amount may be increased to up to One Hundred Fifty Thousand Dollars ($150,000.00) 0.75 per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $0.40 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. The Accelerated Purchase Amount may be increased to up to Three Hundred Thousand Dollars ($300,000.00) per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $0.65 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. The Accelerated Purchase Amount may be increased to up to Five Hundred Thousand Dollars ($500,000.00) per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $0.85 share (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. With respect to each such Accelerated Purchase, the Company must deliver the Purchase Shares before 1:00 p.m. eastern time on the Business Day following the Purchase Date. As used herein, the term “Accelerated Purchase Price” shall mean the lesser of (i) the lowest Sale Price of the Common Stock on the Purchase Date or (ii) the lowest Purchase Price during the previous ten (10) Business Days prior to the date that the valid Accelerated Purchase Notice was received by the Investor. However, if on any Purchase Date the Closing Sale Price of the Common Stock is below the applicable Accelerated Purchase threshold price, such Accelerated Purchase shall be void and the Investor’s obligations to buy Purchase Shares in respect of that Accelerated Purchase Notice shall be terminated. Thereafter, the Company shall again have the right to submit an Accelerated Purchase Notice as set forth herein by delivery of a new Accelerated Purchase Notice only if the Closing Sale Price of the Common Stock is at or above the applicable Accelerated Purchase Amount threshold price on the date of the delivery of the Accelerated Purchase Notice. The Company may deliver multiple Accelerated Purchase Notices to the Investor so long as at least two (2) every Business Days have passed since the most recent Accelerated Purchase was completedDay.

Accelerated Purchases. At any time on or after the Commencement Date, the Company shall also have the right to direct the Investor to buy Purchase Shares (each such purchase an “Accelerated Purchase”) in the amounts specified in this Section 2(b) per Accelerated Purchase Notice at the Accelerated Purchase Price on the Purchase Date by delivering to the Investor Accelerated Purchase Notices as follows: the Accelerated Purchase Amount may be up to Seventy Five Two Hundred Thousand Dollars ($75,000.00200,000.00) per Accelerated Purchase Notice provided that the Closing Sale Price of the Common Stock must not be below $0.25 1.50 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. The Accelerated Purchase Amount may be increased to up to One Two Hundred Fifty Thousand Dollars ($150,000.00250,000.00) per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $0.40 1.90 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. The Accelerated Purchase Amount may be increased to up to Three Hundred Thousand Dollars ($300,000.00) per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $0.65 2.25 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. The Accelerated Purchase Amount may be increased to up to Five Hundred Thousand Dollars ($500,000.00) per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $0.85 4.00 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. With respect to each such Accelerated Purchase, the Company must deliver the Purchase Shares before 1:00 p.m. eastern time on the Business Day following the Purchase Date. As used herein, the term “Accelerated Purchase Price” shall mean the lesser of (i) the lowest Sale Price of the Common Stock on the Purchase Date or (ii) the lowest Purchase Price during the previous ten (10) Business Days prior to the date that the valid Accelerated Purchase Notice was received by the Investor. However, if on any Purchase Date the Closing Sale Price of the Common Stock is below the applicable Accelerated Purchase threshold price, such Accelerated Purchase shall be void and the Investor’s obligations to buy Purchase Shares in respect of that Accelerated Purchase Notice shall be terminated. Thereafter, the Company shall again have the right to submit an Accelerated Purchase Notice as set forth herein by delivery of a new Accelerated Purchase Notice only if the Closing Sale Price of the Common Stock is at or above the applicable Accelerated Purchase Amount threshold price on the date of the delivery of the Accelerated Purchase Notice. The Company may deliver multiple Accelerated Purchase Notices to the Investor so long as at least two three (23) Business Days have passed since the most recent Accelerated Purchase was completedcompleted and the Purchase Shares with respect to such Accelerated Purchase have been received by the Investor.

Accelerated Purchases. At any time on or after the Commencement Date, the Company shall also have the right to direct the Investor to buy Purchase Shares (each such purchase an “Accelerated Purchase” and the amount so purchased, the “Accelerated Purchase Amount”) in the amounts specified in this Section 2(b) per Accelerated Purchase Notice at the Accelerated Purchase Price on the Purchase Date by delivering to the Investor Accelerated Purchase Notices as follows: the Accelerated Purchase Amount may be up to Seventy Five Three Hundred Thousand Dollars ($75,000.00300,000.00) per Accelerated Purchase Notice provided that the Closing Sale Price of the Common Stock must not be below $0.25 2.50 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. The Accelerated Purchase Amount may be increased to up to One Four Hundred Fifty Thousand Dollars ($150,000.00400,000.00) per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $0.40 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. The Accelerated Purchase Amount may be increased to up to Three Hundred Thousand Dollars ($300,000.00) per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $0.65 3.50 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. The Accelerated Purchase Amount may be increased to up to Five Hundred Thousand Dollars ($500,000.00) per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $0.85 4.50 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. The Accelerated Purchase Amount may be increased to up to One Million Dollars ($1,000,000.00) per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $9.00 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. With respect to each such Accelerated Purchase, the Company must deliver the Purchase Shares before 1:00 p.m. eastern time on the Business Day following the Purchase Date. As used herein, the term “Accelerated Purchase Price” shall mean the lesser of (i) the lowest Sale Price of the Common Stock on the Purchase Date or (ii) the lowest Purchase Price during the previous ten (10) Business Days prior to the date that the valid Accelerated Purchase Notice was received by the Investor. However, if on any Purchase Date the Closing Sale Price of the Common Stock is below the applicable Accelerated Purchase threshold price, such Accelerated Purchase shall be void and the Investor’s obligations to buy Purchase Shares in respect of that Accelerated Purchase Notice shall be terminated. Thereafter, the Company shall again have the right to submit an Accelerated Purchase Notice as set forth herein by delivery of a new Accelerated Purchase Notice only if the Closing Sale Price of the Common Stock is at or above the applicable Accelerated Purchase Amount threshold price on the date of the delivery of the Accelerated Purchase Notice. The Company may deliver multiple Accelerated Purchase Notices to the Investor so long as at least two five (25) Business Days have passed since the most recent Accelerated Purchase was completed.