Common use of Additional VWAP Purchases Clause in Contracts

Additional VWAP Purchases. Upon the initial satisfaction of all of the conditions set forth in set forth in Section 6.3 on the Commencement Date and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 6.3, in addition to purchases of Shares as described in Section 2.1 and Section 2.2, the Company shall also have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of an Additional VWAP Purchase Notice, to purchase the applicable Additional VWAP Purchase Share Amount, not to exceed the applicable Additional VWAP Purchase Maximum Amount, at the applicable Additional VWAP Purchase Price therefor on the applicable Additional VWAP Purchase Date in accordance with this Agreement (each such purchase, an “Additional VWAP Purchase”); provided, however, that the Investor’s aggregate committed obligation under a VWAP Purchase and all Additional VWAP Purchases on the applicable Additional VWAP Purchase Date, which Additional VWAP Purchase Date shall be the same Trading Day as the applicable VWAP Purchase Date for such VWAP Purchase, shall not exceed $10,000,000 in the aggregate for such VWAP Purchase and all such Additional VWAP Purchases, collectively. The Company may deliver an Additional VWAP Purchase Notice, in the Form attached hereto as Annex 2.3, to the Investor only (i) on a Trading Day that is also the VWAP Purchase Date for a VWAP Purchase with respect to which the Company properly submitted to the Investor a VWAP Purchase Notice in accordance with this Agreement on the applicable Fixed Purchase Date for a VWAP Purchase of an amount of Shares not less than the applicable VWAP Purchase Maximum Amount (calculated as of the applicable VWAP Purchase Date) and (ii) if all Shares subject to all prior Fixed Purchase Notices, VWAP Purchase Notices, and Additional VWAP Purchase Notices, including, without limitation, all prior VWAP Purchases and Additional VWAP Purchases effected on the same Trading Day as the Additional VWAP Purchase Date on which the applicable Additional VWAP Purchase is to be effected, as applicable, have theretofore been received by the Investor. The Investor is obligated to accept each Additional VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any Additional VWAP Purchase Notice directing the Investor to purchase an Additional VWAP Purchase Share Amount in excess of the applicable Additional VWAP Purchase Maximum Amount that the Company is then permitted to include in such Additional VWAP Purchase Notice, such Additional VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the Additional VWAP Purchase Share Amount set forth in such Additional VWAP Purchase Notice exceeds such applicable Additional VWAP Purchase Maximum Amount, and the Investor shall have no obligation to purchase such excess Shares in respect of such Additional VWAP Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable Additional VWAP Purchase Maximum Amount in such Additional VWAP Purchase. At or prior to 9:30 a.m., New York City time, on the Trading Day immediately following the Additional VWAP Purchase Date for each Additional VWAP Purchase, the Investor shall provide to the Company a written confirmation of such Additional VWAP Purchase setting forth the applicable Additional VWAP Purchase Share Amount and Additional VWAP Purchase Price for such Additional VWAP Purchase (each, an “Additional VWAP Purchase Confirmation” and, each of a Fixed Purchase Confirmation, a VWAP Purchase Confirmation and an Additional VWAP Purchase Confirmation, a “Confirmation”).

Additional VWAP Purchases. Upon the initial satisfaction of all of the conditions set forth in set forth in Section 6.3 7.2 on the Commencement Date and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 6.37.3, in addition to purchases of Shares VWAP Purchases as described in Section 2.1 3.1 and the Intraday VWAP Purchases set forth in Section 2.23.2, the Company shall also have the right, but not the obligation, to direct the Investor, by its timely delivery to the Investor of an Additional VWAP Purchase Notice, to purchase the applicable a specified Additional VWAP Purchase Share Amount, which shall not to exceed the applicable Additional VWAP Purchase Maximum Amount, at the applicable Additional VWAP Purchase Price therefor on the applicable Additional VWAP such Purchase Date in accordance with this Agreement (each such purchase, an “Additional VWAP Purchase”); provided, however, that the Investor’s aggregate committed obligation under a VWAP Purchase and all Additional VWAP Purchases on the applicable Additional VWAP Purchase Date, which Additional VWAP Purchase Date shall be the same Trading Day as the applicable VWAP Purchase Date for such VWAP Purchase, shall not exceed $10,000,000 in the aggregate for such VWAP Purchase and all such Additional VWAP Purchases, collectively. The Company may timely deliver to the Investor an Additional VWAP Purchase NoticeNotice for an Additional VWAP Purchase, in the Form attached hereto so long as Annex 2.3, to the Investor only (i) the Closing Sale Price of the Shares on a the Trading Day that is also the VWAP immediately preceding such Purchase Date for a VWAP Purchase with respect to which the Company properly submitted to the Investor a VWAP Purchase Notice in accordance with this Agreement on the applicable Fixed Purchase Date for a VWAP Purchase of an amount of Shares is not less than the applicable VWAP Purchase Maximum Amount (calculated as of the applicable VWAP Purchase Date) Threshold Price, and (ii) if all Shares subject to all prior Fixed Purchase Notices, VWAP Purchase Notices, and Additional VWAP Purchase Notices, including, without limitation, all prior VWAP Purchases and Additional VWAP Purchases effected on the same Trading Day as the Additional VWAP Purchase Date on which the applicable Additional VWAP Purchase is to be effected, (as applicable, ) theretofore required to have theretofore been delivered to and received by the InvestorInvestor as DWAC Shares pursuant to this Agreement have been timely received by the Investor as DWAC Shares in accordance with this Agreement. The Investor is obligated to accept each Additional VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any Additional VWAP Purchase Notice directing the Investor to purchase an Additional VWAP Purchase Share Amount in excess of the applicable Additional VWAP Purchase Maximum Amount that the Company is then permitted to include in such Additional VWAP Purchase Notice, such Additional VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the Additional VWAP Purchase Share Amount set forth in such Additional VWAP Purchase Notice exceeds such applicable Additional VWAP Purchase Maximum Amount, and the Investor shall have no obligation to purchase purchase, and shall not purchase, such excess Shares in respect of pursuant to such Additional VWAP Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable Additional VWAP Purchase Maximum Amount in pursuant to such Additional VWAP Purchase. At or prior to 9:30 a.m.5:30 p.m., New York City time, on the Trading Day immediately following date on which the Additional VWAP Purchase Date for each Additional VWAP PurchaseEnding Time occurs, the Investor shall provide to the Company a written confirmation of for such Additional VWAP Purchase (each an “Additional VWAP Purchase Confirmation”) setting forth the applicable Additional VWAP Purchase Price per Share Amount and the total aggregate Additional VWAP Purchase Price to be paid by the Investor for the Shares purchased by the Investor in such Additional VWAP Purchase (eachPurchase. Notwithstanding the foregoing, an “the Company shall not deliver any Additional VWAP Purchase Confirmation” andNotices to the Investor during the PEA Period, each of a Fixed Purchase Confirmation, a VWAP Purchase Confirmation and an Additional VWAP Purchase Confirmation, a “Confirmation”)any Allowable Grace Period or any MPA Period.

Additional VWAP Purchases. Upon the initial satisfaction of all of the conditions set forth in set forth in Section 6.3 on the Commencement Date and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 6.3, in addition to purchases of Shares as described in Section 2.1 and Section 2.2, the Company shall also have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of an Additional VWAP Purchase Notice, to purchase the applicable Additional VWAP Purchase Share Amount, not to exceed the applicable Additional VWAP Purchase Maximum Amount, at the applicable Additional VWAP Purchase Price therefor on the applicable Additional VWAP Purchase Date in accordance with this Agreement (each such purchase, an “Additional VWAP Purchase”); provided, however, that the Investor’s aggregate committed obligation under a VWAP Purchase and all Additional VWAP Purchases on Purchases, the applicable Additional VWAP Purchase Date, which Additional VWAP Purchase Date shall be therefor is the same Trading Day as the applicable VWAP Purchase Date for such VWAP Purchase, shall not exceed $10,000,000 5,000,000 in the aggregate for such VWAP Purchase and all such Additional VWAP Purchases, collectively. The Company may deliver an Additional VWAP Purchase Notice, in the Form attached hereto as Annex 2.3, Notice to the Investor only (i) on a Trading Day that is also the VWAP Purchase Date for a VWAP Purchase with respect to which the Company properly submitted to the Investor a VWAP Purchase Notice in accordance with this Agreement on the applicable Fixed Purchase Date for a VWAP Fixed Purchase of an amount of Shares not less than the applicable VWAP Fixed Purchase Maximum Amount (calculated as of the applicable VWAP Fixed Purchase Date) and (ii) if all Shares subject to all prior Fixed Purchase Notices, VWAP Purchase Notices, and Additional VWAP Purchase Notices, including, without limitation, all prior VWAP Purchases and Additional VWAP Purchases effected on the same Trading Day as the Additional VWAP Purchase Date on which the applicable Additional VWAP Purchase is to be effected, as applicable, have theretofore been received by the InvestorInvestor as DWAC Shares. The Investor is obligated to accept each Additional VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any Additional VWAP Purchase Notice directing the Investor to purchase an Additional VWAP Purchase Share Amount in excess of the applicable Additional VWAP Purchase Maximum Amount that the Company is then permitted to include in such Additional VWAP Purchase Notice, such Additional VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the Additional VWAP Purchase Share Amount set forth in such Additional VWAP Purchase Notice exceeds such applicable Additional VWAP Purchase Maximum Amount, and the Investor shall have no obligation to purchase such excess Shares in respect of such Additional VWAP Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable Additional VWAP Purchase Maximum Amount in such Additional VWAP Purchase. At or prior to 9:30 a.m., New York City time, on the Trading Day immediately following the Additional VWAP Purchase Date for each Additional VWAP Purchase, the Investor shall provide to the Company a written confirmation of such Additional VWAP Purchase setting forth the applicable Additional VWAP Purchase Share Amount and Additional VWAP Purchase Price for such Additional VWAP Purchase (each, an “Additional VWAP Purchase Confirmation” and, each of a Fixed Purchase Confirmation, a VWAP Purchase Confirmation and an Additional VWAP Purchase Confirmation, a “Confirmation”).

Additional VWAP Purchases. Upon the initial satisfaction of all of the conditions set forth in set forth in Section 6.3 7.2 on the Commencement Date and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 6.37.3, in addition to purchases of Shares as described in Section 2.1 3.1 and Section 2.23.2, the Company shall also have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of an Additional VWAP Purchase Notice, to purchase the applicable Additional VWAP Purchase Share Amount, not to exceed the applicable Additional VWAP Purchase Maximum Amount, at the applicable Additional VWAP Purchase Price therefor on the applicable Additional VWAP Purchase Date in accordance with this Agreement (each such purchase, an “Additional VWAP Purchase”); provided, however, that the Investor’s aggregate committed obligation under a VWAP Purchase and all Additional VWAP Purchases on Purchases, the applicable Additional VWAP Purchase Date, which Additional VWAP Purchase Date shall be therefor is the same Trading Day as the applicable VWAP Purchase Date for such VWAP Purchase, shall not exceed $10,000,000 6,000,000 in the aggregate for such VWAP Purchase and all such Additional VWAP Purchases, collectively. The Company may deliver an Additional VWAP Purchase Notice, in the Form attached hereto as Annex 2.3, Notice to the Investor only (i) on a Trading Day that is also the VWAP Purchase Date for a VWAP Purchase with respect to which the Company properly submitted to the Investor a VWAP Purchase Notice in accordance with this Agreement on the applicable Fixed Purchase Date for a VWAP Fixed Purchase of an amount of Shares not less than the applicable VWAP Fixed Purchase Maximum Amount (calculated as of the applicable VWAP Fixed Purchase Date), (ii) if the Closing Sale Price of the Common Stock on the applicable Fixed Purchase Date referred to in clause (i) above is not less than the Threshold Price, and (iiiii) if all Shares subject to all prior Fixed Purchase Notices, VWAP Purchase Notices, and Additional VWAP Purchase Notices, including, without limitation, all prior VWAP Purchases and Additional VWAP Purchases effected on the same Trading Day as the Additional VWAP Purchase Date on which the applicable Additional VWAP Purchase is to be effected, as applicable, have theretofore been received by the InvestorInvestor as DWAC Shares. The Investor is obligated to accept each Additional VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any Additional VWAP Purchase Notice directing the Investor to purchase an Additional VWAP Purchase Share Amount in excess of the applicable Additional VWAP Purchase Maximum Amount that the Company is then permitted to include in such Additional VWAP Purchase Notice, such Additional VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the Additional VWAP Purchase Share Amount set forth in such Additional VWAP Purchase Notice exceeds such applicable Additional VWAP Purchase Maximum Amount, and the Investor shall have no obligation to purchase such excess Shares in respect of such Additional VWAP Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable Additional VWAP Purchase Maximum Amount in such Additional VWAP Purchase. At or prior to 9:30 a.m., New York City time, on the Trading Day immediately following the Additional VWAP Purchase Date for each Additional VWAP Purchase, the Investor shall provide to the Company a written confirmation of such Additional VWAP Purchase setting forth the applicable Additional VWAP Purchase Share Amount and Additional VWAP Purchase Price for such Additional VWAP Purchase (each, an “Additional VWAP Purchase Confirmation” and”). Notwithstanding the foregoing, each of a Fixed Purchase Confirmation, a VWAP Purchase Confirmation and an the Company shall not deliver any Additional VWAP Purchase Confirmation, a “Confirmation”)Notices to the Investor during the PEA Period.

Additional VWAP Purchases. Upon the initial satisfaction of all of the conditions set forth in set forth in Section 6.3 7.2 on the Commencement Date and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 6.37.3, in addition to purchases of Shares VWAP Purchases as described in Section 2.1 and Section 2.23.1, the Company shall also have the right, but not the obligation, to direct the Investor, by its timely delivery to the Investor of an Additional VWAP Purchase NoticeNotice on the same Purchase Date on which the Company timely delivered to the Investor a VWAP Purchase Notice for a VWAP Purchase in accordance with this Agreement, to purchase the applicable a specified Additional VWAP Purchase Share Amount, which shall not to exceed the applicable Additional VWAP Purchase Maximum Amount, at the applicable Additional VWAP Purchase Price therefor on the applicable Additional VWAP such Purchase Date in accordance with this Agreement (each such purchase, an “Additional VWAP Purchase”); provided, however, that . The Company may timely deliver to the Investor’s aggregate committed obligation under a VWAP Purchase and all Additional VWAP Purchases on the applicable Investor an Additional VWAP Purchase Date, which Notice for an Additional VWAP Purchase Date shall be the same on any Trading Day selected by the Company as the applicable VWAP Purchase Date for such Additional VWAP Purchase, shall not exceed $10,000,000 in the aggregate so long as (i) such Purchase Date for such VWAP Purchase and all such Additional VWAP Purchases, collectively. The Company may deliver an Additional VWAP Purchase Notice, in the Form attached hereto as Annex 2.3, to the Investor only (i) on a Trading Day that is also the VWAP Purchase Date for a VWAP Purchase with respect to which the Company properly submitted timely delivered to the Investor a VWAP Purchase Notice therefor prior to the Company’s delivery of such Additional VWAP Purchase Notice for such Additional VWAP Purchase in accordance with this Agreement Agreement, (ii) the Closing Sale Price of the Ordinary Shares on the applicable Fixed Trading Day immediately preceding such Purchase Date for a VWAP Purchase of an amount of Shares is not less than the applicable VWAP Purchase Maximum Amount (calculated as of the applicable VWAP Purchase Date) Threshold Price, and (iiiii) if all Shares subject to all prior Fixed Purchase Notices, VWAP Purchase Notices, and Additional VWAP Purchase Notices, including, without limitation, all prior VWAP Purchases and Additional VWAP Purchases effected on the same Trading Day as the Additional VWAP Purchase Date on which the applicable Additional VWAP Purchase is to be effected, (as applicable, ) theretofore required to have theretofore been delivered to and received by the InvestorInvestor as DWAC Shares pursuant to this Agreement have been timely received by the Investor as DWAC Shares in accordance with this Agreement. The Investor is obligated to accept each Additional VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any Additional VWAP Purchase Notice directing the Investor to purchase an Additional VWAP Purchase Share Amount in excess of the applicable Additional VWAP Purchase Maximum Amount that the Company is then permitted to include in such Additional VWAP Purchase Notice, such Additional VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the Additional VWAP Purchase Share Amount set forth in such Additional VWAP Purchase Notice exceeds such applicable Additional VWAP Purchase Maximum Amount, and the Investor shall have no obligation to purchase purchase, and shall not purchase, such excess Shares in respect of pursuant to such Additional VWAP Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable Additional VWAP Purchase Maximum Amount in pursuant to such Additional VWAP Purchase. At or prior to 9:30 a.m.5:30 p.m., New York City time, on the Trading Day immediately following the Additional VWAP Purchase Date for each a VWAP Purchase on which one or more Additional VWAP PurchasePurchases also shall have occurred, the Investor shall provide to the Company Company, together with the applicable VWAP Purchase Confirmation for such VWAP Purchase, a written confirmation of for each such Additional VWAP Purchase setting forth the applicable Additional VWAP Purchase Share Amount and Additional VWAP Purchase Price for such Additional VWAP Purchase (each, an “Additional VWAP Purchase Confirmation” and, each of a Fixed Purchase Confirmation, a VWAP Purchase Confirmation and an Additional VWAP Purchase Confirmation, a “Confirmation”).VWAP

Additional VWAP Purchases. Upon the initial satisfaction of all of the conditions set forth in set forth in Section 6.3 on the Commencement Date and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 6.3, in addition to purchases of Shares as described in Section 2.1 and Section 2.2, the Company shall also have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of an Additional VWAP Purchase Notice, to purchase the applicable Additional VWAP Purchase Share Amount, not to exceed the applicable Additional VWAP Purchase Maximum Amount, at the applicable Additional VWAP Purchase Price therefor on the applicable Additional VWAP Purchase Date in accordance with this Agreement (each such purchase, an “Additional VWAP Purchase”); provided, however, that the Investor’s aggregate committed obligation under a VWAP Purchase and all Additional VWAP Purchases on the applicable Additional VWAP Purchase Date, which Additional VWAP Purchase Date shall be the same Trading Day as the applicable VWAP Purchase Date for such VWAP Purchase, shall not exceed $10,000,000 2,000,000 in the aggregate for such VWAP Purchase and all such Additional VWAP Purchases, collectively. The Company may deliver an Additional VWAP Purchase Notice, in the Form attached hereto as Annex 2.3, to the Investor only (i) on a Trading Day that is also the VWAP Purchase Date for a VWAP Purchase with respect to which the Company properly submitted to the Investor a VWAP Purchase Notice in accordance with this Agreement on the applicable Fixed Purchase Date for a VWAP Fixed Purchase of an amount of Shares not less than the applicable VWAP Fixed Purchase Maximum Amount (calculated as of the applicable VWAP Fixed Purchase Date) and (ii) if all Shares subject to all prior Fixed Purchase Notices, VWAP Purchase Notices, and Additional VWAP Purchase Notices, including, without limitation, all prior VWAP Purchases and Additional VWAP Purchases effected on the same Trading Day as the Additional VWAP Purchase Date on which the applicable Additional VWAP Purchase is to be effected, as applicable, have theretofore been received by the InvestorInvestor as DWAC Shares. The Investor is obligated to accept each Additional VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any Additional VWAP Purchase Notice directing the Investor to purchase an Additional VWAP Purchase Share Amount in excess of the applicable Additional VWAP Purchase Maximum Amount that the Company is then permitted to include in such Additional VWAP Purchase Notice, such Additional VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the Additional VWAP Purchase Share Amount set forth in such Additional VWAP Purchase Notice exceeds such applicable Additional VWAP Purchase Maximum Amount, and the Investor shall have no obligation to purchase such excess Shares in respect of such Additional VWAP Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable Additional VWAP Purchase Maximum Amount in such Additional VWAP Purchase. Purchase At or prior to 9:30 a.m., New York City time, on the Trading Day immediately following the Additional VWAP Purchase Date for each Additional VWAP Purchase, the Investor shall provide to the Company a written confirmation of such Additional VWAP Purchase setting forth the applicable Additional VWAP Purchase Share Amount and Additional VWAP Purchase Price for such Additional VWAP Purchase (each, an “Additional VWAP Purchase Confirmation” and, each of a Fixed Purchase Confirmation, a VWAP Purchase Confirmation and an Additional VWAP Purchase Confirmation, a “Confirmation”).

Additional VWAP Purchases. Upon the initial satisfaction of all of the conditions set forth in set forth in Section 6.3 on the Commencement Date and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 6.3, in addition to purchases of Shares as described in Section 2.1 and Section 2.2, the Company shall also have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of an Additional VWAP Purchase Notice, to purchase the applicable Additional VWAP Purchase Share Amount, not to exceed the applicable Additional VWAP Purchase Maximum Amount, at the applicable Additional VWAP Purchase Price therefor on the applicable Additional VWAP Purchase Date in accordance with this Agreement (each such purchase, an “Additional VWAP Purchase”); provided, however, that the Investor’s aggregate committed obligation under a VWAP Purchase and all Additional VWAP Purchases on the applicable Additional VWAP Purchase Date, which Additional VWAP Purchase Date shall be the same Trading Day as the applicable VWAP Purchase Date for such VWAP Purchase, shall not exceed $10,000,000 in the aggregate for such VWAP Purchase and all such Additional VWAP Purchases, collectively. The Company may deliver an Additional VWAP Purchase Notice, in the Form attached hereto as Annex 2.3, 2.3 to the Investor only (i) on a Trading Day that is also the VWAP Purchase Date for a VWAP Purchase with respect to which the Company properly submitted to the Investor a VWAP Purchase Notice in accordance with this Agreement on the applicable Fixed Purchase Date for a VWAP Purchase of an amount of Shares not less than the applicable VWAP Purchase Maximum Amount (calculated as of the applicable VWAP Purchase Date) and (ii) if all Shares subject to all prior Fixed Purchase Notices, VWAP Purchase Notices, and Additional VWAP Purchase Notices, including, without limitation, all prior VWAP Purchases and Additional VWAP Purchases effected on the same Trading Day as the Additional VWAP Purchase Date on which the applicable Additional VWAP Purchase is to be effected, as applicable, have theretofore been received by the Investor. The Investor is obligated to accept each Additional VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any Additional VWAP Purchase Notice directing the Investor to purchase an Additional VWAP Purchase Share Amount in excess of the applicable Additional VWAP Purchase Maximum Amount that the Company is then permitted to include in such Additional VWAP Purchase Notice, such Additional VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the Additional VWAP Purchase Share Amount set forth in such Additional VWAP Purchase Notice exceeds such applicable Additional VWAP Purchase Maximum Amount, and the Investor shall have no obligation to purchase such excess Shares in respect of such Additional VWAP Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable Additional VWAP Purchase Maximum Amount in such Additional VWAP Purchase. At or prior to 9:30 a.m., New York City time, on the Trading Day immediately following the Additional VWAP Purchase Date for each Additional VWAP Purchase, the Investor shall provide to the Company a written confirmation of such Additional VWAP Purchase setting forth the applicable Additional VWAP Purchase Share Amount and Additional VWAP Purchase Price for such Additional VWAP Purchase (each, an “Additional VWAP Purchase Confirmation” and, each of a Fixed Purchase Confirmation, a VWAP Purchase Confirmation and an Additional VWAP Purchase Confirmation, a “Confirmation”).

Additional VWAP Purchases. Upon the initial satisfaction of all or (to the extent permitted by applicable law) waiver of the conditions set forth in set forth in Section 6.3 6.1 on the Commencement Date and from time to time thereafter, subject to the satisfaction of all or (to the extent permitted by applicable law) waiver of the conditions set forth in Section 6.2 and Section 6.3, in addition to purchases of Shares Fixed Purchases as described in Section 2.1 and in addition to VWAP Purchases as described in Section 2.2, the Company shall also have the right, but not the obligation, to direct the Investor, by its timely delivery to the Investor of an Additional VWAP Purchase Notice, substantially in the form of Exhibit D, on the same Trading Day constituting a VWAP Purchase Date with respect to which the Company timely delivered to the Investor a valid VWAP Purchase Notice on the applicable VWAP Purchase Exercise Date in accordance with Section 2.2 (in which case such Trading Day shall constitute both the VWAP Purchase Date for such VWAP Purchase and the Additional VWAP Purchase Date for such Additional VWAP Purchase), to purchase the applicable a specified Additional VWAP Purchase Share Amount, which shall not to exceed the applicable Additional VWAP Purchase Maximum Amount, at the applicable Additional VWAP Purchase Price therefor on the applicable such Additional VWAP Purchase Date in accordance with this Agreement (each such purchase, an “Additional VWAP Purchase”); provided, however, that the Investor’s aggregate committed obligation under a VWAP Purchase and all Additional VWAP Purchases properly effected in accordance with this Section 2.3 on the applicable same Additional VWAP Purchase Date, which Additional together with the VWAP Purchase Date shall be properly effected under Section 2.2 on the same Trading Day as the applicable such Additional VWAP Purchase Date for such Additional VWAP PurchasePurchase(s), shall not exceed $10,000,000 in the aggregate for such VWAP Purchase and all such Additional VWAP PurchasesPurchases effected on the same Trading Day; provided, collectivelyfurther, however, that the Company and the Investor may mutually agree to increase the Additional VWAP Purchase Maximum Amount applicable to any Additional VWAP Purchase pursuant to this Agreement, and/or may mutually agree to increase such aggregate dollar limit applicable to any such VWAP Purchase and all such Additional VWAP Purchases effected on the same Trading Day pursuant to this Agreement. The Company may timely deliver to the Investor an Additional VWAP Purchase NoticeNotice for an Additional VWAP Purchase on any Trading Day selected by the Company as the Additional VWAP Purchase Date for such Additional VWAP Purchase, in the Form attached hereto as Annex 2.3, to the Investor only provided that: (i) on a such Trading Day that is also the VWAP Purchase Date for a VWAP Purchase with respect to which the Company properly submitted timely delivered to the Investor, on the applicable VWAP Purchase Exercise Date, a valid VWAP Purchase Notice simultaneously with the timely delivery by the Company to the Investor of a VWAP valid Fixed Purchase Notice directing the Investor to purchase a specified Fixed Purchase Share Amount equal to the Fixed Purchase Maximum Amount in accordance with this Agreement a Fixed Purchase on the applicable Fixed Purchase Date for a (such Fixed Purchase Date also constituting the VWAP Purchase of an amount of Shares not less than the applicable Exercise Date for such VWAP Purchase Maximum Amount (calculated as of the applicable VWAP Purchase Date) and Purchase); (ii) if the Company may not deliver to the Investor an Additional VWAP Purchase Notice (A) on any Trading Day other than as referenced in clause (i) above, (B) during the consecutive Trading Day period beginning on (and including) any VWAP Purchase Share Delivery Date for any VWAP Purchase pursuant to this Agreement, and ending on (and including) the first (1st) Trading Day after the later of (x) the VWAP Purchase Settlement Date for such VWAP Purchase and (y) such later Trading Day after such VWAP Purchase Settlement Date on which such VWAP Purchase is fully settled in accordance with this Agreement, (C) during the consecutive Trading Day period beginning on (and including) any Additional VWAP Purchase Share Delivery Date for any Additional VWAP Purchase pursuant to this Agreement, and ending on (and including) the first (1st) Trading Day after the later of (x) the Additional VWAP Purchase Settlement Date for such Additional VWAP Purchase and (y) such later Trading Day after such Additional VWAP Purchase Settlement Date on which such Additional VWAP Purchase is fully settled in accordance with this Agreement, or (D) during the MPA Period; (iii) all Shares subject to all prior Fixed Purchase Notices, VWAP Purchase Notices, and Additional VWAP Purchase Notices, including, without limitationPurchases, all prior VWAP Purchases and all prior Additional VWAP Purchases (as applicable) effected by the Company pursuant to this Agreement have been received by the Investor as DWAC Shares in accordance with this Agreement prior to the Company’s delivery to the Investor of such Additional VWAP Purchase Notice for such Additional VWAP Purchase on such Additional VWAP Purchase Date; and (iv) the Closing Sale Price of the Common Stock on the same Trading Day as the immediately prior to such Additional VWAP Purchase Date on which is not less than the Threshold Price; provided, however, that the Investor may waive any of the requirements or restrictions referred to in clauses (ii) and (iii) of this sentence with respect to any Additional VWAP Purchase pursuant to this Agreement prior to the delivery by the Company to the Investor of the applicable Additional VWAP Purchase is to be effected, as applicable, have theretofore been received by the InvestorNotice therefor. The Investor is obligated to accept each Additional VWAP Purchase Notice properly prepared and timely delivered by the Company to the Investor in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any Additional VWAP Purchase Notice directing the Investor to purchase an Additional VWAP Purchase Share Amount in excess of the applicable Additional VWAP Purchase Maximum Amount that the Company is then permitted to include in such Additional VWAP Purchase Notice, such Additional VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the Additional VWAP Purchase Share Amount set forth in such Additional VWAP Purchase Notice exceeds such applicable Additional VWAP Purchase Maximum Amount, and the Investor shall have no obligation to purchase purchase, and shall not purchase, such excess Shares in respect of pursuant to such Additional VWAP Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable Additional VWAP Purchase Maximum Amount in pursuant to such Additional VWAP Purchase Notice for such Additional VWAP Purchase. At or prior to 9:30 a.m.5:30 p.m., New York City time, on the Trading Day immediately following the Additional VWAP Purchase Date for each Additional VWAP Purchase, the Investor shall provide to the Company a written confirmation of such Additional VWAP Purchase setting forth the applicable Additional VWAP Purchase Share Amount and Additional VWAP Purchase Price for such Additional VWAP Purchase substantially in the form of Exhibit E (each, an “Additional VWAP Purchase Confirmation” and”), each of a Fixed Purchase Confirmation, a VWAP Purchase Confirmation and an setting forth the applicable Additional VWAP Purchase ConfirmationPrice per Share to be paid by the Investor for the Shares purchased by the Investor in such Additional VWAP Purchase, a “Confirmation”)and the total aggregate Additional VWAP Purchase Price to be paid by the Investor for the total Additional VWAP Purchase Share Amount purchased by the Investor in such Additional VWAP Purchase.

Additional VWAP Purchases. Upon the initial satisfaction or waiver of all of the conditions set forth in set forth in Section 6.3 on the Commencement Date and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 6.3, in addition to purchases of Shares as described in Section 2.1 and Section 2.2, the Company shall also have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of an Additional VWAP Purchase Notice, to purchase the applicable Additional VWAP Purchase Share Amount, not to exceed the applicable Additional VWAP Purchase Maximum Amount, at the applicable Additional VWAP Purchase Price therefor on the applicable Additional VWAP Purchase Date in accordance with this Agreement (each such purchase, an “Additional VWAP Purchase”); provided, however, that the Investor’s aggregate committed obligation under a VWAP Purchase and all Additional VWAP Purchases on Purchases, the applicable Additional VWAP Purchase Date, which Additional VWAP Purchase Date shall be therefor is the same Trading Day as the applicable VWAP Purchase Date for such VWAP Purchase, shall not exceed $10,000,000 in the aggregate for such VWAP Purchase and all such Additional VWAP Purchases, collectively. The Company may deliver an Additional VWAP Purchase Notice, in the Form attached hereto as Annex 2.3, to the Investor only (i) on a Trading Day that is also the VWAP Purchase Date for a VWAP Purchase with respect to which the Company properly submitted to the Investor a VWAP Purchase Notice in accordance with this Agreement on the applicable Fixed Purchase Date for a VWAP Fixed Purchase of an amount of Shares not less than the applicable VWAP Fixed Purchase Maximum Amount (calculated as of the applicable VWAP Fixed Purchase Date) and ), (ii) if all Shares subject to all prior Fixed Purchase Notices, VWAP Purchase Notices, and Additional VWAP Purchase Notices, including, without limitation, all prior VWAP Purchases and Additional VWAP Purchases effected on the same Trading Day as the Additional VWAP Purchase Date on which the applicable Additional VWAP Purchase is to be effected, as applicable, have theretofore been received by the InvestorInvestor as DWAC Shares and (iii) 300% of the number of Shares directed by the Company to be purchased by the Investor pursuant to the corresponding VWAP Purchase Notice for the corresponding VWAP Purchase have traded since the Additional VWAP Purchase Commencement Time. The Investor is obligated to accept each Additional VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any Additional VWAP Purchase Notice directing the Investor to purchase an Additional VWAP Purchase Share Amount in excess of the applicable Additional VWAP Purchase Maximum Amount that the Company is then permitted to include in such Additional VWAP Purchase Notice, such Additional VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the Additional VWAP Purchase Share Amount set forth in such Additional VWAP Purchase Notice exceeds such applicable Additional VWAP Purchase Maximum Amount, and the Investor shall have no obligation to purchase such excess Shares in respect of such Additional VWAP Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable Additional VWAP Purchase Maximum Amount in such Additional VWAP Purchase. Purchase At or prior to 9:30 a.m., New York City time, on the Trading Day immediately following the Additional VWAP Purchase Date for each Additional VWAP Purchase, the Investor shall provide to the Company a written confirmation of such Additional VWAP Purchase setting forth the applicable Additional VWAP Purchase Share Amount and Additional VWAP Purchase Price for such Additional VWAP Purchase (each, an “Additional VWAP Purchase Confirmation” and, each of a Fixed Purchase Confirmation, a VWAP Purchase Confirmation and an Additional VWAP Purchase Confirmation, a “Confirmation”).

Additional VWAP Purchases. Upon the initial satisfaction of all of the conditions set forth in set forth in Section 6.3 on the Commencement Date and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 6.3, in addition to purchases of Shares as described in Section 2.1 and Section 2.2, the Company shall also have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of an Additional VWAP Purchase Notice, to purchase the applicable Additional VWAP Purchase Share Amount, not to exceed the applicable Additional VWAP Purchase Maximum Amount, at the applicable Additional VWAP Purchase Price therefor on the applicable Additional VWAP Purchase Date in accordance with this Agreement (each such purchase, an “Additional VWAP Purchase”); provided, however, that the Investor’s aggregate committed obligation under a VWAP Purchase and all Additional VWAP Purchases on Purchases, the applicable Additional VWAP Purchase Date, which Additional VWAP Purchase Date shall be therefor is the same Trading Day as the applicable VWAP Purchase Date for such VWAP Purchase, shall not exceed $10,000,000 1,000,000 in the aggregate for such VWAP Purchase and all such Additional VWAP Purchases, collectively. The Company may deliver an Additional VWAP Purchase Notice, in the Form attached hereto as Annex 2.3, to the Investor only (i) on a Trading Day that is also the VWAP Purchase Date for a VWAP Purchase with respect to which the Company properly submitted to the Investor a VWAP Purchase Notice in accordance with this Agreement on the applicable Fixed Purchase Date for a VWAP Fixed Purchase of an amount of Shares not less than the applicable VWAP Fixed Purchase Maximum Amount (calculated as of the applicable VWAP Fixed Purchase Date) and (ii) if all Shares subject to all prior Fixed Purchase Notices, VWAP Purchase Notices, and Additional VWAP Purchase Notices, including, without limitation, all prior VWAP Purchases and Additional VWAP Purchases effected on the same Trading Day as the Additional VWAP Purchase Date on which the applicable Additional VWAP Purchase is to be effected, as applicable, have theretofore been received by the InvestorInvestor as DWAC Shares. The Investor is obligated to accept each Additional VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any Additional VWAP Purchase Notice directing the Investor to purchase an Additional VWAP Purchase Share Amount in excess of the applicable Additional VWAP Purchase Maximum Amount that the Company is then permitted to include in such Additional VWAP Purchase Notice, such Additional VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the Additional VWAP Purchase Share Amount set forth in such Additional VWAP Purchase Notice exceeds such applicable Additional VWAP Purchase Maximum Amount, and the Investor shall have no obligation to purchase such excess Shares in respect of such Additional VWAP Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable Additional VWAP Purchase Maximum Amount in such Additional VWAP Purchase. Purchase At or prior to 9:30 a.m., New York City time, on the Trading Day immediately following the Additional VWAP Purchase Date for each Additional VWAP Purchase, the Investor shall provide to the Company a written confirmation of such Additional VWAP Purchase setting forth the applicable Additional VWAP Purchase Share Amount and Additional VWAP Purchase Price for such Additional VWAP Purchase (each, an “Additional VWAP Purchase Confirmation” and, each of a Fixed Purchase Confirmation, a VWAP Purchase Confirmation and an Additional VWAP Purchase Confirmation, a “Confirmation”).

Additional VWAP Purchases. Upon the initial satisfaction of all of the conditions set forth in set forth in Section 6.3 7.2 on the Commencement Date and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 6.37.3, in addition to purchases of Shares as described in Section 2.1 3.1 and Section 2.23.2, the Company shall also have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of an Additional VWAP Purchase Notice, to purchase the applicable Additional VWAP Purchase Share Amount, not to exceed the applicable Additional VWAP Purchase Maximum Amount, at the applicable Additional VWAP Purchase Price therefor on the applicable Additional VWAP Purchase Date in accordance with this Agreement (each such purchase, an “Additional VWAP Purchase”); provided, however, that the Investor’s aggregate committed obligation under a VWAP Purchase and all Additional VWAP Purchases on Purchases, the applicable Additional VWAP Purchase Date, which Additional VWAP Purchase Date shall be therefor is the same Trading Day as the applicable VWAP Purchase Date for such VWAP Purchase, shall not exceed $10,000,000 in the aggregate for such VWAP Purchase and all such Additional VWAP Purchases, collectively. The Company may deliver an Additional VWAP Purchase Notice, in the Form attached hereto as Annex 2.3, Notice to the Investor only (i) on a Trading Day that is also the VWAP Purchase Date for a VWAP Purchase with respect to which the Company properly submitted to the Investor a VWAP Purchase Notice in accordance with this Agreement on the applicable Fixed Purchase Date for a VWAP Fixed Purchase of an amount of Shares not less than the applicable VWAP Fixed Purchase Maximum Amount (calculated as of the applicable VWAP Fixed Purchase Date), (ii) if the Closing Sale Price of the Common Stock on the applicable Fixed Purchase Date referred to in clause (i) above is not less than the Threshold Price, and (iiiii) if all Shares subject to all prior Fixed Purchase Notices, VWAP Purchase Notices, and Additional VWAP Purchase Notices, including, without limitation, all prior VWAP Purchases and Additional VWAP Purchases effected on the same Trading Day as the Additional VWAP Purchase Date on which the applicable Additional VWAP Purchase is to be effected, as applicable, have theretofore been received by the InvestorInvestor as DWAC Shares. The Investor is obligated to accept each Additional VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any Additional VWAP Purchase Notice directing the Investor to purchase an Additional VWAP Purchase Share Amount in excess of the applicable Additional VWAP Purchase Maximum Amount that the Company is then permitted to include in such Additional VWAP Purchase Notice, such Additional VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the Additional VWAP Purchase Share Amount set forth in such Additional VWAP Purchase Notice exceeds such applicable Additional VWAP Purchase Maximum Amount, and the Investor shall have no obligation to purchase such excess Shares in respect of such Additional VWAP Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable Additional VWAP Purchase Maximum Amount in such Additional VWAP Purchase. At or prior to 9:30 a.m., New York City time, on the Trading Day immediately following the Additional VWAP Purchase Date for each Additional VWAP Purchase, the Investor shall provide to the Company a written confirmation of such Additional VWAP Purchase setting forth the applicable Additional VWAP Purchase Share Amount and Additional VWAP Purchase Price for such Additional VWAP Purchase (each, an “Additional VWAP Purchase Confirmation” and”). Notwithstanding the foregoing, each of a Fixed Purchase Confirmation, a VWAP Purchase Confirmation and an the Company shall not deliver any Additional VWAP Purchase Confirmation, a “Confirmation”)Notices to the Investor during the PEA Period.

Additional VWAP Purchases. Upon the initial satisfaction of all of the conditions set forth in set forth in Section 6.3 on the Commencement Date and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 6.3, in addition to purchases of Shares as described in Section 2.1 and Section 2.2, the Company shall also have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of an Additional VWAP Purchase Notice, to purchase the applicable Additional VWAP Purchase Share Amount, not to exceed the applicable Additional VWAP Purchase Maximum Amount, at the applicable Additional VWAP Purchase Price therefor on the applicable Additional VWAP Purchase Date in accordance with this Agreement (each such purchase, an “Additional VWAP Purchase”); provided, however, that the Investor’s aggregate committed obligation under a VWAP Purchase and all Additional VWAP Purchases on Purchases, the applicable Additional VWAP Purchase Date, which Additional VWAP Purchase Date shall be therefor is the same Trading Day as the applicable VWAP Purchase Date for such VWAP Purchase, shall not exceed $10,000,000 1,000,000 in the aggregate for such VWAP Purchase and all such Additional VWAP Purchases, collectively. The Company may deliver an Additional VWAP Purchase Notice, in the Form attached hereto as Annex 2.3, to the Investor only (i) on a Trading Day that is also the VWAP Purchase Date for a VWAP Purchase with respect to which the Company properly submitted to the Investor a VWAP Purchase Notice in accordance with this Agreement on the applicable Fixed Purchase Date for a VWAP Fixed Purchase of an amount of Shares not less than the applicable VWAP Fixed Purchase Maximum Amount (calculated as of the applicable VWAP Fixed Purchase Date) and (ii) if all Shares subject to all prior Fixed Purchase Notices, VWAP Purchase Notices, and Additional VWAP Purchase Notices, including, without limitation, all prior VWAP Purchases and Additional VWAP Purchases effected on the same Trading Day as the Additional VWAP Purchase Date on which the applicable Additional VWAP Purchase is to be effected, as applicable, have theretofore been received by the InvestorInvestor as DWAC Shares. The Investor is obligated to accept each Additional VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any Additional VWAP Purchase Notice directing the Investor to purchase an Additional VWAP Purchase Share Amount in excess of the applicable Additional VWAP Purchase Maximum Amount that the Company is then permitted to include in such Additional VWAP Purchase Notice, such Additional VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the Additional VWAP Purchase Share Amount set forth in such Additional VWAP Purchase Notice exceeds such applicable Additional VWAP Purchase Maximum Amount, and the Investor shall have no obligation to purchase such excess Shares in respect of such Additional VWAP Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable Additional VWAP Purchase Maximum Amount in such Additional VWAP Purchase. At or prior to 9:30 a.m., New York City time, on the Trading Day immediately following the Additional VWAP Purchase Date for each Additional VWAP Purchase, the Investor shall provide to the Company a written confirmation of such Additional VWAP Purchase setting forth the applicable Additional VWAP Purchase Share Amount and Additional VWAP Purchase Price for such Additional VWAP Purchase (each, an “Additional VWAP Purchase Confirmation” and, each of a Fixed Purchase Confirmation, a VWAP Purchase Confirmation and an Additional VWAP Purchase Confirmation, a “Confirmation”).

Additional VWAP Purchases. Upon the initial satisfaction of all or (to the extent permitted by applicable law) waiver of the conditions set forth in set forth in Section 6.3 6.1 on the Commencement Date and from time to time thereafter, subject to the satisfaction of all or (to the extent permitted by applicable law) waiver of the conditions set forth in Section 6.2 and Section 6.3, in addition to purchases of Shares Fixed Purchases as described in Section 2.1 and in addition to VWAP Purchases as described in Section 2.2, the Company shall also have the right, but not the obligation, to direct the Investor, by its timely delivery to the Investor of an Additional VWAP Purchase Notice, substantially in the form of Exhibit D, on the same Trading Day constituting a VWAP Purchase Date with respect to which the Company timely delivered to the Investor a valid VWAP Purchase Notice on the applicable VWAP Purchase Exercise Date in accordance with Section 2.2 (in which case such Trading Day shall constitute both the VWAP Purchase Date for such VWAP Purchase and the Additional VWAP Purchase Date for such Additional VWAP Purchase), to purchase the applicable a specified Additional VWAP Purchase Share Amount, which shall not to exceed the applicable Additional VWAP Purchase Maximum Amount, at the applicable Additional VWAP Purchase Price therefor on the applicable such Additional VWAP Purchase Date in accordance with this Agreement (each such purchase, an “Additional VWAP Purchase”); provided, however, that the Investor’s aggregate committed obligation under a VWAP Purchase and all Additional VWAP Purchases properly effected in accordance with this Section 2.3 on the applicable same Additional VWAP Purchase Date, which Additional together with the VWAP Purchase Date shall be properly effected under Section 2.2 on the same Trading Day as the applicable such Additional VWAP Purchase Date for such Additional VWAP PurchasePurchase(s), shall not exceed $10,000,000 1,000,000 in the aggregate for such VWAP Purchase and all such Additional VWAP PurchasesPurchases effected on the same Trading Day; provided, collectivelyfurther, however, that the Company and the Investor may mutually agree to increase the Additional VWAP Purchase Maximum Amount applicable to any Additional VWAP Purchase pursuant to this Agreement, and/or may mutually agree to increase such aggregate dollar limit applicable to any such VWAP Purchase and all such Additional VWAP Purchases effected on the same Trading Day pursuant to this Agreement. The Company may timely deliver to the Investor an Additional VWAP Purchase NoticeNotice for an Additional VWAP Purchase on any Trading Day selected by the Company as the Additional VWAP Purchase Date for such Additional VWAP Purchase, in the Form attached hereto as Annex 2.3, to the Investor only provided that: (i) on a such Trading Day that is also the VWAP Purchase Date for a VWAP Purchase with respect to which the Company properly submitted timely delivered to the Investor, on the applicable VWAP Purchase Exercise Date, a valid VWAP Purchase Notice simultaneously with the timely delivery by the Company to the Investor of a VWAP valid Fixed Purchase Notice directing the Investor to purchase a specified Fixed Purchase Share Amount equal to the Fixed Purchase Maximum Amount in accordance with this Agreement a Fixed Purchase on the applicable Fixed Purchase Date for a (such Fixed Purchase Date also constituting the VWAP Purchase of an amount of Shares not less than the applicable Exercise Date for such VWAP Purchase Maximum Amount (calculated as of the applicable VWAP Purchase Date) and Purchase); (ii) if the Company may not deliver to the Investor an Additional VWAP Purchase Notice (A) on any Trading Day other than as referenced in clause (i) above, (B) during the consecutive Trading Day period beginning on (and including) any VWAP Purchase Share Delivery Date for any VWAP Purchase pursuant to this Agreement, and ending on (and including) the first (1st) Trading Day after the later of (x) the VWAP Purchase Settlement Date for such VWAP Purchase and (y) such later Trading Day after such VWAP Purchase Settlement Date on which such VWAP Purchase is fully settled in accordance with this Agreement, (C) during the consecutive Trading Day period beginning on (and including) any Additional VWAP Purchase Share Delivery Date for any Additional VWAP Purchase pursuant to this Agreement, and ending on (and including) the first (1st) Trading Day after the later of (x) the Additional VWAP Purchase Settlement Date for such Additional VWAP Purchase and (y) such later Trading Day after such Additional VWAP Purchase Settlement Date on which such Additional VWAP Purchase is fully settled in accordance with this Agreement, or (D) during the MPA Period; (iii) all Shares subject to all prior Fixed Purchase Notices, VWAP Purchase Notices, and Additional VWAP Purchase Notices, including, without limitationPurchases, all prior VWAP Purchases and all prior Additional VWAP Purchases (as applicable) effected by the Company pursuant to this Agreement have been received by the Investor as DWAC Shares in accordance with this Agreement prior to the Company’s delivery to the Investor of such Additional VWAP Purchase Notice for such Additional VWAP Purchase on such Additional VWAP Purchase Date; and (iv) the Closing Sale Price of the Common Stock on the same Trading Day as the immediately prior to such Additional VWAP Purchase Date on which is not less than the Threshold Price; provided, however, that the Investor may waive any of the requirements or restrictions referred to in clauses (ii) and (iii) of this sentence with respect to any Additional VWAP Purchase pursuant to this Agreement prior to the delivery by the Company to the Investor of the applicable Additional VWAP Purchase is to be effected, as applicable, have theretofore been received by the InvestorNotice therefor. The Investor is obligated to accept each Additional VWAP Purchase Notice properly prepared and timely delivered by the Company to the Investor in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any Additional VWAP Purchase Notice directing the Investor to purchase an Additional VWAP Purchase Share Amount in excess of the applicable Additional VWAP Purchase Maximum Amount that the Company is then permitted to include in such Additional VWAP Purchase Notice, such Additional VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the Additional VWAP Purchase Share Amount set forth in such Additional VWAP Purchase Notice exceeds such applicable Additional VWAP Purchase Maximum Amount, and the Investor shall have no obligation to purchase purchase, and shall not purchase, such excess Shares in respect of pursuant to such Additional VWAP Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable Additional VWAP Purchase Maximum Amount in pursuant to such Additional VWAP Purchase Notice for such Additional VWAP Purchase. At or prior to 9:30 a.m.5:30 p.m., New York City time, on the Trading Day immediately following the Additional VWAP Purchase Date for each Additional VWAP Purchase, the Investor shall provide to the Company a written confirmation of such Additional VWAP Purchase setting forth the applicable Additional VWAP Purchase Share Amount and Additional VWAP Purchase Price for such Additional VWAP Purchase substantially in the form of Exhibit E (each, an “Additional VWAP Purchase Confirmation” and”), each of a Fixed Purchase Confirmation, a VWAP Purchase Confirmation and an setting forth the applicable Additional VWAP Purchase ConfirmationPrice per Share to be paid by the Investor for the Shares purchased by the Investor in such Additional VWAP Purchase, a “Confirmation”)and the total aggregate Additional VWAP Purchase Price to be paid by the Investor for the total Additional VWAP Purchase Share Amount purchased by the Investor in such Additional VWAP Purchase.