Common use of Commencement of Regular Sales of Common Stock Clause in Contracts

Commencement of Regular Sales of Common Stock. Following the consummation of the Merger and upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Five Hundred Thousand Dollars ($500,000) of Purchase Shares subject to adjustment as set forth below in this Section 2(a) (as it may be adjusted below, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Seven Hundred Fifty Thousand Dollars ($750,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $10.00 on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (ii) the Regular Purchase Share Limit shall be increased to up to One Million Dollars ($1,000,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $12.50 on such Purchase Date. If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver Regular Purchase Notices to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) the Company has not failed to deliver Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following the consummation of the Merger and upon Upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to timetime on any Purchase Date on which the Closing Sale Price is not below the Floor Price, to purchase up to Five Hundred Thousand Dollars ($500,000) of Purchase Shares Shares, subject to adjustment as set forth below in this Section 2(a) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Seven Hundred Fifty Thousand Dollars to: ($750,000i) of One Million (1,000,000) Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $10.00 0.20, (ii) One Million Five Hundred Thousand (1,500,000) Purchase Shares, if the Closing Sale Price of the Common Stock on such the applicable Purchase Date is not below $0.30 and (as iii) Two Million (2,000,000) Purchase Shares, if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $0.40 (all of which share and dollar amounts shall be appropriately proportionately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); provided that if, and (ii) after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to the Investor a Regular Purchase Notice hereunder for a Purchase Amount (calculated by multiplying (X) the number of Purchase Shares equal to the Fully Adjusted Regular Purchase Share Limit, by (Y) the Purchase Price per Purchase Share covered by such Regular Purchase Notice on the applicable Purchase Date therefor) equal to or greater than the Alternate Adjusted Regular Purchase Share Limit, the Regular Purchase Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be increased adjusted to up equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice; and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase, other than any Regular Purchase with respect to One which an Alternate Adjusted Regular Purchase Share Limit shall apply, shall not exceed Two Million Dollars ($1,000,0002,000,000) of Purchase Sharesand provided, provided further, however, that the Closing Sale Price parties may mutually agree at any time to increase the dollar amount of any Regular Purchase on any Purchase Date to a dollar amount greater than the Common Stock is not below $12.50 on such Purchase Datelimit then in effect. If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio only with respect to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided provided, however, that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver a Regular Purchase Notices Notice to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) the Company has not failed to deliver Purchase Shares for all the most recent prior Regular PurchasesPurchase, Accelerated Purchases and Purchase or Additional Accelerated PurchasesPurchase, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, the Investor as DWAC Shares in accordance with this Agreementapplicable. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following the consummation of the Merger Closing and upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Five Two Hundred Fifty Thousand Dollars ($500,000250,000) of Purchase Shares subject to adjustment as set forth below in this Section 2(a) (as it may be adjusted below, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Five Hundred Thousand Dollars ($500,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to ninety percent (90%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), (ii) the Regular Purchase Share Limit shall be increased to up to Seven Hundred Fifty Thousand Dollars ($750,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $10.00 a price that is equal to one hundred twenty percent (120%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (iiiii) the Regular Purchase Share Limit shall be increased to up to One Million Dollars ($1,000,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $12.50 a price that is equal to one hundred forty percent (140%) of the DPCM Price on such Purchase DateDate (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver Regular Purchase Notices to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) the Company has not failed to deliver all Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, by the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following the consummation of the Merger and upon Upon the satisfaction of all of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Five Four Hundred Fifty Thousand Dollars ($500,000450,000) of Purchase Shares Shares, subject to adjustment as set forth below in this Section 2(a) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Seven Five Hundred Fifty Thousand Dollars ($750,000500,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $10.00 on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction)0.50, and (ii) the Regular Purchase Share Limit shall be increased to up to One Million Dollars Five Hundred Fifty Thousand ($1,000,000550,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $12.50 0.75 (all of which share and dollar amounts shall be appropriately proportionately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction; provided that if, after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to the Investor a Regular Purchase Notice hereunder for a Purchase Amount (calculated by multiplying (X) the number of Purchase Shares equal to the Fully Adjusted Regular Purchase Share Limit, by (Y) the Purchase Price per Purchase Share covered by such Regular Purchase Notice on the applicable Purchase Date therefor) equal to or greater than One Hundred Thousand Dollars ($100,000), the Regular Purchase Share Limit for such Regular Purchase DateNotice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be adjusted to equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice); and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase, other than any Regular Purchase with respect to which an Alternate Adjusted Regular Purchase Share Limit shall apply, shall not exceed One Million Dollars ($1,000,000). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided provided, however, that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver a Regular Purchase Notices Notice to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) the Company has not failed to deliver Purchase Shares for all the most recent prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, the Investor as DWAC Shares in accordance with this AgreementPurchase. Notwithstanding the foregoing, the Company shall not deliver any a Regular Purchase Notices Notice to the Investor (i) on any Purchase Date that the Closing Sale Price of the Common Stock is less than the Floor Price or (ii) during the PEA Period.

Commencement of Regular Sales of Common Stock. Following the consummation of the Merger and upon Upon the satisfaction of all of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Five Two Hundred and Fifty Thousand Dollars ($500,000250,000) of Purchase Shares subject to adjustment as set forth below in this Section 2(a) (as it may be adjusted below, the each such purchase a “Regular Purchase Share LimitPurchase”), at the Purchase Price on the Purchase Date (each such purchase, a “Regular Purchase”)Date; provided, however, that (i) the Regular Purchase Share Limit shall may be increased to up to Seven Three Hundred Fifty Thousand Dollars ($750,000300,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $10.00 0.50 on such the Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction)Date, and (ii) the Regular Purchase Share Limit shall may be increased to up to One Million Dollars Three Hundred and Fifty Thousand ($1,000,000350,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $12.50 0.75 on such the Purchase DateDate (all of which share and dollar amounts shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction); and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase shall not exceed Five Hundred Thousand Dollars ($500,000). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver a Regular Purchase Notices Notice to the Investor as often as every Business Day, so long as only if at least one (i1) the Closing Sale Price of the Common Stock on such Business Day is not less than has passed since the Floor Price and most recent Regular Purchase was completed (ii) including the Company has not failed to deliver receipt by the Investor of all Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, the Investor subject thereto as DWAC Shares in accordance with this Agreement). Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following the consummation of the Merger and upon Beginning one (1) Business Day following the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Twenty Five Hundred Thousand Dollars (25,000) Purchase Shares, provided that the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $500,000) of Purchase Shares 0.10 and subject to adjustment as set forth below in this Section 2(a) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Seven Hundred Fifty to: (i) Thirty Thousand Dollars ($750,00030,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $5.00, and (ii) Thirty Five Thousand (35,000) Purchase Shares, if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $10.00 on such Purchase Date (as all of which share and dollar amounts shall be appropriately proportionately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); provided that if, and (ii) after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to the Investor a Regular Purchase Notice hereunder for a Purchase Amount (calculated by multiplying (X) the number of Purchase Shares equal to the Fully Adjusted Regular Purchase Share Limit, by (Y) the Purchase Price per Purchase Share covered by such Regular Purchase Notice on the applicable Purchase Date therefor) equal to or greater than the Alternate Adjusted Regular Purchase Share Limit, the Regular Purchase Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be increased adjusted to up equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice; and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase, other than any Regular Purchase with respect to One Million which an Alternate Adjusted Regular Purchase Share Limit shall apply, shall not exceed Five Hundred Thousand Dollars ($1,000,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $12.50 on such Purchase Date500,000). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio only with respect to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided provided, however, that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver a Regular Purchase Notices Notice to the Investor as often as every multiple times on the same Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) provided the Company has not failed to deliver Purchase Shares for all the most recent prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, the Investor as DWAC Shares in accordance with this AgreementPurchase. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following the consummation of the Merger and upon Upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Five Hundred Fifty Thousand Dollars ($500,00050,000) of Purchase Shares Shares, subject to adjustment as set forth below in this Section 2(a) (such maximum number of Purchase Shares, as it may be adjusted below, from time to time (the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date, provided that the Closing Sale Price of the Common Stock is not below the Floor Price on the Purchase Date (each such purchase, a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall may be increased to up to Seven Hundred Fifty Seventy-Five Thousand Dollars ($750,00075,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $10.00 6.00 on such the Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction)Date, and (ii) the Regular Purchase Share Limit shall may be increased to up to One Million Dollars Hundred Thousand ($1,000,000100,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $12.50 7.50 on the Purchase Date (all of which share and dollar amounts shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction); provided that if, after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to the Investor a Regular Purchase Notice hereunder for a Purchase Amount (calculated by multiplying (X) the number of Purchase Shares equal to the Fully Adjusted Regular Purchase Share Limit, by (Y) the Purchase Price per Purchase Share covered by such Regular Purchase DateNotice on the applicable Purchase Date therefor) equal to or greater than One Hundred Fifty Thousand Dollars ($150,000), the Regular Purchase Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be adjusted to equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice); provided, further, however, that the Investor’s committed obligation under any single Regular Purchase shall not exceed One Million Dollars ($1,000,000). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number amount of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver Regular Purchase Notices to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) the Company has not failed to deliver Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, by the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following the consummation of the Merger and upon Upon the satisfaction of all of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) ), and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to timetime in accordance with this Agreement, to purchase up to Five Four Hundred Thousand Dollars ($500,000400,000) of Purchase Shares Shares, subject to adjustment as set forth below in this Section 2(a) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Seven Four Hundred Fifty Thousand Dollars ($750,000450,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $10.00 0.40, (ii) the Regular Purchase Share Limit shall be increased to Five Hundred Fifty Thousand (550,000) Purchase Shares, if the Closing Sale Price of the Common Stock on such the applicable Purchase Date is not below $0.65, and (as iii) the Regular Purchase Share Limit shall be increased to Six Hundred Fifty Thousand (650,000) Purchase Shares, if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $0.90 (all of which share and dollar amounts shall be appropriately proportionately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction; provided that if, after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to the Investor, on a Purchase Date for a Regular Purchase hereunder, a Regular Purchase Notice for a Purchase Amount equal to or greater than Seventy-Five Thousand Dollars ($75,000) (which shall be determined by multiplying (X) the Fully Adjusted Regular Purchase Share Limit then in effect on such Purchase Date, by (Y) the applicable Purchase Price per Purchase Share for such Regular Purchase calculated in accordance with this Agreement), and (ii) the Regular Purchase Share Limit shall not be increased fully adjusted to up equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather shall be adjusted to equal the applicable Alternate Adjusted Regular Purchase Share Limit); and provided, further, however, that the Investor’s maximum committed obligation under any single Regular Purchase, other than any Regular Purchase with respect to which an Alternate Adjusted Regular Purchase Share Limit shall apply, shall not exceed One Million Dollars ($1,000,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $12.50 on such Purchase Date). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided provided, however, that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice; and provided, further, however, that the parties may mutually agree to increase the Regular Purchase Share Limit applicable to any Regular Purchase and/or the Investor’s maximum committed obligation under any Regular Purchase on the applicable Purchase Date therefor, and all of the Purchase Shares subject to such increased Regular Purchase shall be purchased by the Investor at the applicable Purchase Price therefor calculated in accordance with this Agreement. The Company may deliver a Regular Purchase Notices Notice to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Regular Purchase Floor Price and (ii) the Company has not failed to deliver all Purchase Shares for subject to all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, by the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following the consummation of the Merger and upon Upon the satisfaction of all of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Five One Hundred Fifty Thousand Dollars ($500,000150,000) of Purchase Shares subject to adjustment as set forth below in this Section 2(a) (as it may be adjusted below, the each such purchase a “Regular Purchase Share LimitPurchase”), at the Purchase Price on the Purchase Date (each such purchase, a “Regular Purchase”)Date; provided, however, that (i) the Regular Purchase Share Limit shall may be increased to up to Seven Two Hundred Fifty Thousand Dollars ($750,000200,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $10.00 0.65 on such the Purchase Date (as appropriately adjusted for any reorganizationDate, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (ii) the Regular Purchase Share Limit shall may be increased to up to One Million Dollars Two Hundred Fifty Thousand ($1,000,000250,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $12.50 0.75 on such the Purchase Date, (iii) the Regular Purchase may be increased to up to Three Hundred Thousand (300,000) Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $0.80 on the Purchase Date, (iv) the Regular Purchase may be increased to up to Three Hundred Fifty Thousand (350,000) Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $0.90 on the Purchase Date, and (v) the Regular Purchase may be increased to up to Five Hundred Thousand (500,000) Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $1.00 on the Purchase Date (all of which share and dollar amounts shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction); and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase shall not exceed One Million Dollars ($1,000,000). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver multiple Regular Purchase Notices to the Investor as often as every Business Day, so long as at least one (i1) the Closing Sale Price of the Common Stock on such Business Day is not less than has passed since the Floor Price and (ii) the Company has not failed to deliver most recent Regular Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, the Investor as DWAC Shares in accordance with this Agreementwas completed. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following the consummation of the Merger and upon Upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”), the Investor shall purchase $5,000,000 worth of Purchase Shares (such purchase the “Initial Purchase” and such Purchase Shares the “Initial Purchase Shares”) and thereafterat a price equal to $2.00 per share. Beginning one (1) Business Day following the Commencement Date, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Five Three Hundred Thousand Dollars ($500,000300,000) of Purchase Shares subject to adjustment as set forth below in this Section 2(a) (as it may be adjusted below, the each such purchase a “Regular Purchase Share LimitPurchase”), at the Purchase Price on the Purchase Date (each such purchase, a “Regular Purchase”)Date; provided, however, that (i) the Regular Purchase Share Limit shall may be increased to up to Seven Three Hundred Fifty Thousand Dollars ($750,000350,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $10.00 3.00 on such the Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction)Date, and (ii) the Regular Purchase Share Limit shall may be increased to up to One Million Dollars Four Hundred Thousand ($1,000,000400,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $12.50 5.00 on such the Purchase DateDate (all of which share amounts shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction); and provided, further, that the Investor’s committed obligation under any single Regular Purchase shall not exceed Two Million Dollars ($2,000,000) (which amount shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock NY 244821619v5 split or other similar transaction), unless the parties mutually agree to increase the dollar amount of any Regular Purchase on any Purchase Date at the applicable Purchase Price. If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver multiple Regular Purchase Notices to the Investor as often as every Business Day, so long as at least one (i1) the Closing Sale Price of the Common Stock on such Business Day is not less than has passed since the Floor Price and (ii) the Company has not failed to deliver Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any most recent Regular Purchase Notices during the PEA Periodwas completed.

Commencement of Regular Sales of Common Stock. Following the consummation of the Merger and upon Upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Five One Hundred Fifty Thousand Dollars ($500,000150,000) of Purchase Shares subject to adjustment as set forth below in this Section 2(a) (as it may be adjusted below, the each such purchase a “Regular Purchase Share LimitPurchase”), at the Purchase Price on the Purchase Date (each such purchase, a “Regular Purchase”)Date; provided, however, that (i) the Regular Purchase Share Limit shall may be increased to up to Seven Two Hundred Fifty Thousand Dollars ($750,000200,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $10.00 1.75 on such the Purchase Date (as appropriately adjusted for any reorganizationDate, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (ii) the Regular Purchase Share Limit shall may be increased to up to One Million Dollars Three Hundred Thousand ($1,000,000300,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $12.50 2.50 on such the Purchase Date, (iii) the Regular Purchase may be increased to up to Four Hundred Thousand (400,000) Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $3.00 on the Purchase Date, and (iv) the Regular Purchase may be increased to up to Five Hundred Thousand (500,000) Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $4.00 on the Purchase Date (all of which amounts shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction); and provided, further, that the Investor’s committed obligation under any single Regular Purchase shall not exceed Two Million Dollars ($2,000,000), unless the parties mutually agree to increase the dollar or share amount of any Regular Purchase on any Purchase Date at the applicable Purchase Price. If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver multiple Regular Purchase Notices to the Investor as often as every Business Day, so long as at least one (i1) the Closing Sale Price of the Common Stock on such Business Day is not less than has passed since the Floor Price and (ii) the Company has not failed to deliver Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any most recent Regular Purchase Notices during the PEA Periodwas completed.

Commencement of Regular Sales of Common Stock. Following the consummation of the Merger and upon Upon the satisfaction of all of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to One Hundred Twenty-Five Hundred Thousand Dollars ($500,000125,000) of Purchase Shares subject to adjustment as set forth below in this Section 2(a) (as it may be adjusted below, the each such purchase a “Regular Purchase Share LimitPurchase”), at the Purchase Price on the Purchase Date (each such purchase, a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit all of which share and dollar amounts shall be increased to up to Seven Hundred Fifty Thousand Dollars ($750,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $10.00 on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); provided, and (ii) however, that the Investor’s committed obligation under any single Regular Purchase Share Limit shall be increased to up to not exceed One Million Dollars ($1,000,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $12.50 on such Purchase Date). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver multiple Regular Purchase Notices to the Investor as often as every Business Day, so long as at least one (i1) the Closing Sale Price of the Common Stock on such Business Day is not less than has passed since the Floor Price and (ii) the Company has not failed to deliver most recent Regular Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, the Investor as DWAC Shares in accordance with this Agreementwas completed. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following Beginning one Business Day following the consummation of the Merger and upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) Date and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Five One Hundred Thousand Dollars ($500,000100,000) of Purchase Shares Shares, subject to adjustment as set forth below in this Section 2(a2(b) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Seven to: (i) One Hundred Fifty Thousand Dollars ($750,000150,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $10.00 3.50, (ii) Two Hundred Thousand (200,000) Purchase Shares, if the Closing Sale Price of the Common Stock on such the applicable Purchase Date is not below $5.00, and (as iii) Two Hundred Fifty Thousand (250,000) Purchase Shares, if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $7.00 (all of which share and dollar amounts shall be appropriately proportionately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); provided that if, and (ii) after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to the Investor a Regular Purchase Notice hereunder for a Purchase Amount (calculated by multiplying (X) the number of Purchase Shares equal to the Fully Adjusted Regular Purchase Share Limit, by (Y) the Purchase Price per Purchase Share covered by such Regular Purchase Notice on the applicable Purchase Date therefor) equal to or greater than the Alternate Adjusted Regular Purchase Share Limit, the Regular Purchase Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be increased adjusted to up equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice; and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase, other than any Regular Purchase with respect to One which an Alternate Adjusted Regular Purchase Share Limit shall apply, shall not exceed Two Million Dollars ($1,000,0002,000,000) and provided, further, however, that the parties may mutually agree at any time to increase the any Regular Purchase Share Limit on any Purchase Date to a number of Purchase Shares, provided that Shares greater than the Closing Sale Price of the Common Stock is not below $12.50 on such Purchase Datelimit then in effect. If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio only with respect to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided provided, however, that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver a Regular Purchase Notices Notice to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) provided the Company has not failed to deliver Purchase Shares for all the most recent prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, the Investor as DWAC Shares in accordance with this AgreementPurchase. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following the consummation of the Merger and upon Upon the satisfaction of all of the conditions set forth in Sections 7 7(II) and 8 8(II) hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Five Hundred Fifty Thousand Dollars ($500,00050,000) of Purchase Shares Shares, subject to adjustment as set forth below in this Section 2(a2(b) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Seven Hundred Fifty Seventy-Five Thousand Dollars ($750,00075,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $10.00 3.00, (ii) the Regular Purchase Share Limit shall be increased to One Hundred Thousand (100,000) Purchase Shares, if the Closing Sale Price of the Common Stock on such the applicable Purchase Date is not below $4.00, and (as iii) the Regular Purchase Share Limit shall be increased to One Hundred Fifty Thousand (150,000) Purchase Shares, if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $5.00 (all of which share and dollar amounts shall be appropriately proportionately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); provided that if, and (ii) after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to the Investor a Regular Purchase Notice hereunder for a Purchase Amount (calculated by multiplying (X) the number of Purchase Shares equal to the Fully Adjusted Regular Purchase Share Limit, by (Y) the Purchase Price per Purchase Share covered by such Regular Purchase Notice on the applicable Purchase Date therefor) equal to or greater than One Hundred Fifty Thousand Dollars ($150,000), the Regular Purchase Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be increased adjusted to up equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice); and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase, other than any Regular Purchase with respect to which an Alternate Adjusted Regular Purchase Share Limit shall apply, shall not exceed One Million Dollars ($1,000,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $12.50 on such Purchase Date). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided provided, however, that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver a Regular Purchase Notices Notice to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) the Company has not failed to deliver all Purchase Shares for subject to all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchasesand, including, without limitation, those that have been effected on if the same Company has elected to effect the Tranche Purchase pursuant to Section 2(e) prior to such Business Day as the applicable in accordance with this Agreement, all Tranche Purchase DateShares, have theretofore been received by, by the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices to the Investor during the PEA Period.

Commencement of Regular Sales of Common Stock. Following Beginning one Business Day following the consummation of the Merger and upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) Date and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Twenty-Five Hundred Thousand Dollars (25,000) Purchase Shares, if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $500,000) of Purchase Shares 1.00, subject to adjustment as set forth below in this Section 2(a2(b) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Seven Hundred Fifty to: (i) Thirty Thousand Dollars ($750,00030,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $10.00 15.00 and (ii) Fifty Thousand (50,000) Purchase Shares, if the Closing Sale Price of the Common Stock on such the applicable Purchase Date is not below $20.00 (as all of which share and dollar amounts shall be appropriately proportionately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); provided that if, and (ii) after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to the Investor a Regular Purchase Notice hereunder for a Purchase Amount (calculated by multiplying (X) the number of Purchase Shares equal to the Fully Adjusted Regular Purchase Share Limit, by (Y) the Purchase Price per Purchase Share covered by such Regular Purchase Notice on the applicable Purchase Date therefor) equal to or greater than the Alternate Adjusted Regular Purchase Share Limit, the Regular Purchase Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be increased adjusted to up equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice; and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase, other than any Regular Purchase with respect to One which an Alternate Adjusted Regular Purchase Share Limit shall apply, shall not exceed Two Million Dollars ($1,000,0002,000,000) of Purchase Sharesand provided, provided further, however, that the Closing Sale Price parties may mutually agree to increase the Regular Purchase Share Limit for any Regular Purchase up to 500,000 shares of the Common Stock is not below $12.50 on such more than the Regular Purchase DateShare limit then in effect. If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio only with respect to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided provided, however, that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver a Regular Purchase Notices Notice to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) the Company has not failed to deliver Purchase Shares for all the most recent prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, the Investor as DWAC Shares in accordance with this AgreementPurchase. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following On the consummation date of the Merger and this Agreement, upon the satisfaction of the conditions set forth in Sections 7 7(I) and 8 8(I) hereof, the Company shall sell to the Investor and the Investor shall purchase 4,000,000 Purchase Shares (such initial Purchase Shares, the “Initial Purchase Shares”) for aggregate consideration of $400,000 (the “Initial Purchase Amount”). Upon the satisfaction of the conditions set forth in Sections 7(II) and 8(II) hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Five Hundred Thousand Dollars One Million ($500,0001,000,000) of Purchase Shares subject to adjustment as set forth below in this Section 2(a) (as it may be adjusted below, the each such purchase a “Regular Purchase Share LimitPurchase”), at the Purchase Price on the Purchase Date (each such purchase, a “Regular Purchase”)Date; provided, however, that (i) the Regular Purchase Share Limit shall may be increased to up to Seven One Million Five Hundred Fifty Thousand Dollars ($750,0001,500,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $10.00 0.10 on such the Purchase Date (as appropriately adjusted for any reorganizationDate, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (ii) the Regular Purchase Share Limit shall may be increased to up to One Two Million Dollars ($1,000,0002,000,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $12.50 0.15 on such the Purchase Date, and (iii) the Regular Purchase may be increased to up to Two Million Five Hundred Thousand (2,500,000) Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $0.20 on the Purchase Date (all of which share and dollar amounts shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction); provided, further, however, that the Investor’s committed obligation under any single Regular Purchase shall not exceed Five Hundred Thousand Dollars ($500,000). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver multiple Regular Purchase Notices to the Investor as often as every Business Day, so long as at least one (i1) the Closing Sale Price of the Common Stock on such Business Day is not less than has passed since the Floor Price and (ii) the Company has not failed to deliver most recent Regular Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, the Investor as DWAC Shares in accordance with this Agreementwas completed. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following the consummation of the Merger and upon Beginning one (1) Business Day following the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions conditions, the “Commencement Date”) and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to timetime on any Purchase Date on which the Closing Sale Price is not below the Floor Price, to purchase up to Five Hundred Thousand Dollars One Million ($500,0001,000,000) of Purchase Shares Shares, subject to adjustment as set forth below in this Section 2(a) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Seven to: (i) One Million Two Hundred Fifty Thousand Dollars ($750,0001,250,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $10.00 0.40 and (ii) One Million Five Hundred Thousand (1,500,000) Purchase Shares, if the Closing Sale Price of the Common Stock on such the applicable Purchase Date (as is not below $0.50; all of which share and dollar amounts shall be appropriately proportionately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); provided that if, and (ii) after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to the Investor a Regular Purchase Notice hereunder for a Purchase Amount (calculated by multiplying (X) the number of Purchase Shares equal to the Fully Adjusted Regular Purchase Share Limit, by (Y) the Purchase Price per Purchase Share covered by such Regular Purchase Notice on the applicable Purchase Date therefor) equal to or greater than the Alternate Adjusted Regular Purchase Share Limit, the Regular Purchase Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be increased adjusted to up equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice; and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase, other than any Regular Purchase with respect to One which an Alternate Adjusted Regular Purchase Share Limit shall apply, shall not exceed Two Million Dollars ($1,000,0002,000,000) of Purchase Sharesand provided, provided further, however, that the Closing Sale Price parties may mutually agree to increase the Regular Purchase Share Limit for any Regular Purchase to a number of shares greater than the Common Stock is not below $12.50 on such Regular Purchase DateShare limit then in effect. If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio only with respect to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided provided, however, that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver Regular Purchase Notices to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) the Company has not failed to deliver Purchase Shares for all the most recent prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, the Investor as DWAC Shares in accordance with this AgreementPurchase. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following the consummation of the Merger and upon Upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) and thereafter), the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Five One Hundred Thousand Dollars ($500,000100,000) of Purchase Shares subject to adjustment as set forth below in this Section 2(a) (as it may be adjusted below, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit which amount shall be increased to up to Seven Hundred Fifty Thousand Dollars ($750,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $10.00 on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock splitsplit or other similar transaction) (each such purchase a “Regular Purchase”), reverse at the Purchase Price on the Purchase Date; provided, however, that the Investor’s committed obligation under any single Regular Purchase shall not exceed Two Hundred Fifty Thousand Dollars ($250,000) (which amount shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction), and (ii) the Regular Purchase Share Limit shall be increased to up to One Million Dollars ($1,000,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $12.50 on such Purchase Date. If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver one Regular Purchase Notices Notice to the Investor as often as every Business Day, so long as at least one (i1) Business Day has passed since the most recent Regular Purchase was completed; provided, however, the Company may not deliver a Regular Purchase Notice within 3 Business Days of a prior Regular Purchase Notice if the Closing Sale Sales Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) the Company has not failed to deliver Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any Date of such subsequent Regular Purchase Notices during Notice is less than 97% of the PEA PeriodClosing Sales Price on the Business Day immediately prior to the Purchase Date of such subsequent Regular Purchase Notice (such proviso shall also apply to Accelerated Purchases).

Commencement of Regular Sales of Common Stock. Following the consummation of the Merger and upon Upon the satisfaction of all of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Five One Hundred Thousand Dollars ($500,000100,000) of Purchase Shares subject to adjustment as set forth below in this Section 2(a) (as it may be adjusted below, the each such purchase a “Regular Purchase Share LimitPurchase”), at the Purchase Price on the Purchase Date (each such purchase, a “Regular Purchase”)Date; provided, however, that (i) the Regular Purchase Share Limit shall may be increased to up to Seven One Hundred Fifty Thousand Dollars ($750,000150,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $10.00 2.00 on such the Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction)Date, and (ii) the Regular Purchase Share Limit shall may be increased to up to One Million Dollars Three Hundred Thousand ($1,000,000300,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $12.50 3.00 on such the Purchase DateDate (all of which share and dollar amounts shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction); and provided, further, that the Investor’s committed obligation under any single Regular Purchase shall not exceed One Million Dollars ($1,000,000). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver multiple Regular Purchase Notices to the Investor as often as every Business Day, so long as at least one (i1) the Closing Sale Price of the Common Stock on such Business Day is not less than has passed since the Floor Price and (ii) the Company has not failed to deliver most recent Regular Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, the Investor as DWAC Shares in accordance with this Agreementwas completed. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following From and after the consummation of the Merger and upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to One Hundred Twenty-Five Hundred Thousand Dollars ($500,000125,000) of Purchase Shares Shares, subject to adjustment as set forth below in this Section 2(a2(b) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Seven Two Hundred Fifty Twenty-Five Thousand Dollars ($750,000225,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $10.00 on such Purchase Date (as appropriately adjusted for any reorganization0.25, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (ii) the Regular Purchase Share Limit shall be increased to up to One Million Dollars Three Hundred Twenty-Five Thousand ($1,000,000325,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $12.50 0.40, and (iii) the Regular Purchase Share Limit shall be increased to Four Hundred Twenty-Five Thousand (425,000) Purchase Shares, if the Closing Sale Price of the Common Stock on such the applicable Purchase Date. If Date is not below $0.55; provided, further, however, that if, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company delivers any from delivering to the Investor a Regular Purchase Notice hereunder for a Purchase Amount equal to or greater than the Alternate Adjusted Regular Purchase Share Limit, the Alternate Adjusted Regular Purchase Share Limit shall apply in excess lieu of the limitations contained in the immediately preceding sentence, such Fully Adjusted Regular Purchase Notice shall be void ab initio to Share Limit; and provided, further, however, that the extentInvestor’s committed obligation under any single Regular Purchase, and only to the extent, of the amount by which the number of Purchase Shares set forth in such other than any Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) of Purchase Shares with respect to which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such an Alternate Adjusted Regular Purchase Notice; provided that the Investor Share Limit shall remain obligated to purchase the dollar amount apply, shall not exceed Five Hundred Thousand (based on the applicable Purchase Price$500,000) of Purchase Shares which the Company is permitted to include in such Regular Purchase NoticeDollars. The Company may deliver multiple Regular Purchase Notices to the Investor in a day as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) the Company has not failed to deliver Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, by the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any a Regular Purchase Notices Notice to the Investor during the PEA Period.

Commencement of Regular Sales of Common Stock. Following Beginning one (1) Business Day following the consummation of the Merger and upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) Date and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Five Two Hundred Thousand Dollars ($500,000200,000) of Purchase Shares Shares, subject to adjustment as set forth below in this Section 2(a) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Seven to: (i) Two Hundred Fifty Thousand Dollars ($750,000250,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $10.00 2.00; and (ii) Three Hundred Thousand (300,000) Purchase Shares, if the Closing Sale Price of the Common Stock on such the applicable Purchase Date is not below $3.00 (as all of which share and dollar amounts shall be appropriately proportionately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); provided that if, and (ii) after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit shall be increased therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to up the Investor a Regular Purchase Notice hereunder for a Purchase Amount (calculated by multiplying (X) the number of Purchase Shares equal to the Fully Adjusted Regular Purchase Share Limit, by (Y) the Purchase Price per Purchase Share covered by such Regular Purchase Notice on the applicable Purchase Date therefor) equal to or greater than One Million Hundred Fifty Thousand Dollars ($1,000,000) 150,000), the Regular Purchase Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be adjusted to equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase SharesDate for such Regular Purchase Notice); and provided, provided further, however, that the Closing Sale Price of Investor’s committed obligation under any single Regular Purchase, other than any Regular Purchase with respect to which an Alternate Adjusted Regular Purchase Share Limit shall apply, shall not exceed Two Million and Dollars ($2,000,000) and provided, further, however, that the Common Stock is not below $12.50 on such parties may mutually agree to increase the Regular Purchase DateShare Limit. If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided provided, however, that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver multiple Regular Purchase Notices to the Investor in a day as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) the Company has not failed to deliver Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any a Regular Purchase Notices Notice to the Investor during the PEA Period.

Commencement of Regular Sales of Common Stock. Following the consummation of the Merger and upon Upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) and thereafter), the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase buy up to Five Hundred Eighty Thousand Dollars ($500,00080,000.00) worth of Purchase Shares subject to adjustment as set forth below in this Section 2(a) (as it may be adjusted below, the each such purchase a “Regular Purchase Share LimitPurchase”), ) at the Purchase Price on the Purchase Date (each such purchase, a “Regular Purchase”); provided, however, that (i) the Date. The Regular Purchase Share Limit shall Amount may be increased to up to Seven One Hundred Fifty Thousand Dollars ($750,000150,000.00) of per Regular Purchase Shares, provided that Notice if the Closing Sale Price of the Common Stock is not below $10.00 on such Purchase Date .125 (as appropriately adjusted subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (ii) on the Purchase Date. The Regular Purchase Share Limit shall Amount may be increased to up to One Million Two Hundred Fifty Thousand Dollars ($1,000,000250,000.00) of per Regular Purchase Shares, provided that Notice if the Closing Sale Price of the Common Stock is not below $12.50 .175 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on such the Purchase Date. The Regular Purchase Amount may be increased to up to Three Hundred Fifty Thousand ($350,000) per Regular Purchase Notice if the Closing Sale Price of the Common Stock is not below $.25 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. The Regular Purchase Amount may be increased to up to Five Hundred Thousand ($500,000) per Regular Purchase Notice if the Closing Sale Price of the Common Stock is not below $.40 (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 Regular Purchase, the Company must deliver an instruction letter to the Company’s transfer agent requesting delivery of the Purchase Shares on the Business Day following the Purchase Date. If on any Purchase Date the Closing Sale Price of the Common Stock is below the Regular Purchase threshold price, such Regular Purchase shall automatically be reduced to the next lowest applicable Regular Purchase Amount. If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Regular Purchase Shares Amount set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Regular Purchase Price) of Purchase Shares Amount which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Regular Purchase Shares Amount in respect of such Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable a Regular Purchase Price) of Purchase Shares Amount which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver multiple Regular Purchase Notices to the Investor as often as every Business Day, so long as at least two (i2) Business Days have passed since the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) the Company has not failed to deliver most recent Regular Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, the Investor as DWAC Shares in accordance with this Agreementwas completed. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following the consummation of the Merger and upon Upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Five Three Hundred Fifty Thousand Dollars ($500,000350,000) of Purchase Shares subject to adjustment as set forth below in this Section 2(a) (as it may be adjusted below, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Five Hundred Thousand Dollars ($500,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $5.00 on such Purchase Date, (ii) the Regular Purchase Share Limit shall be increased to up to Seven Hundred Fifty Thousand Dollars ($750,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $10.00 on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (iiiii) the Regular Purchase Share Limit shall be increased to up to One Million Dollars ($1,000,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $12.50 on such Purchase DateDate (in each case, as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver Regular Purchase Notices to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) the Company has not failed to deliver Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, and all such shares have theretofore been received by, by the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following the consummation of the Merger and upon Upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Five Two Hundred Thousand Dollars ($500,000200,000) of Purchase Shares Shares, subject to adjustment as set forth below in this Section 2(a) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) if, after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit shall be increased therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to up the Investor a Regular Purchase Notice hereunder for a Purchase Amount (calculated by multiplying (X) the number of Purchase Shares equal to Seven the Fully Adjusted Regular Purchase Share Limit, by (Y) the Purchase Price per Purchase Share covered by such Regular Purchase Notice on the applicable Purchase Date therefor) equal to or greater than Two Hundred Fifty Thousand Dollars ($750,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $10.00 on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction200,000), and (ii) the Regular Purchase Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be increased adjusted to up equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice; and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase, other than any Regular Purchase with respect to One which an Alternate Adjusted Regular Purchase Share Limit shall apply, shall not exceed Four Million Dollars ($1,000,0004,000,000), unless the parties mutually agree to increase the Regular Purchase Share Limit on any Purchase Date up to Two Million (2,000,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $12.50 on such Purchase Date. If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number amount of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver Regular Purchase Notices to the Investor as often as every Business Day, so and upon mutual agreement of the parties may deliver multiple Purchase Notices in a Business Day, in each case as long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) the Company has not failed to deliver Purchase Shares for subject to all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, by the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following On the consummation date of the Merger and this Agreement, upon the satisfaction of the conditions set forth in Sections 7 7(I) and 8 8(I) hereof, the Company shall sell to the Investor and the Investor shall purchase 846,755 Purchase Shares (such initial Purchase Shares, the “Initial Purchase Shares”) for aggregate consideration of $1,500,000 (the “Initial Purchase Amount”). Upon the fifth (5th) Business Day following the date of satisfaction of all of the conditions set forth in Sections 7(II) and 8(II) hereof (the “Commencement” and the fifth (5th) Business Day following the date of satisfaction of such conditions the “Commencement Date”) and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Five One Hundred Thousand Dollars ($500,000100,000) of Purchase Shares subject to adjustment as set forth below in this Section 2(a) (as it may be adjusted below, the each such purchase a “Regular Purchase Share LimitPurchase”), at the Purchase Price on the Purchase Date (each such purchase, a “Regular Purchase”)Date; provided, however, that (i) the Regular Purchase Share Limit shall may be increased to up to Seven One Hundred Fifty Twenty-Five Thousand Dollars ($750,000125,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $10.00 1.50 on such the Purchase Date (as appropriately adjusted for any reorganizationDate, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (ii) the Regular Purchase Share Limit shall may be increased to up to One Million Dollars Hundred Fifty Thousand ($1,000,000150,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $12.50 2.00 on such the Purchase Date, (iii) the Regular Purchase may be increased to up to One Hundred Seventy-Five Thousand (175,000) Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $2.50 on the Purchase Date, (iv) the Regular Purchase may be increased to up to Two Hundred Thousand (200,000) Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $3.00 on the Purchase Date, and (v) the Regular Purchase may be increased to up to Two Hundred Fifty Thousand (250,000) Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $3.50 on the Purchase Date (all of which share and dollar amounts shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction); and provided, further, that the Investor’s committed obligation under any single Regular Purchase shall not exceed One Million Dollars ($1,000,000). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver a Regular Purchase Notices Notice to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) the Company has not failed to deliver Purchase Shares for all most recent prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have Purchase (as applicable) has been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, the Investor as DWAC Shares in accordance with this Agreementcompleted. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices to the Investor during (i) the PEA PeriodPeriod or (ii) any time that a registration statement (or the prospectus forming a part thereof) registering the resale of the Purchase Shares that are the subject of such Regular Purchase Notice is unavailable to the Investor for resale of any or all of such Purchase Shares to be issued to the Investor pursuant to such Regular Purchase Notice.

Commencement of Regular Sales of Common Stock. Following Beginning one (1) Business Day following the consummation of the Merger and upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) Date and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Five One Hundred Thousand Dollars ($500,000100,000) of Purchase Shares Shares, subject to adjustment as set forth below in this Section 2(a) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Seven One Hundred Fifty Thousand Dollars ($750,000150,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $10.00 3.00 and (ii) the Regular Purchase Share Limit shall be increased to Two Hundred Thousand (200,000) Purchase Shares, if the Closing Sale Price of the Common Stock on such the applicable Purchase Date is not below $5.00 (as all of which share and dollar amounts shall be appropriately proportionately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); provided that if, and (ii) after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to the Investor a Regular Purchase Notice hereunder for a Purchase Amount (calculated by multiplying (X) the number of Purchase Shares equal to the Fully Adjusted Regular Purchase Share Limit, by (Y) the Purchase Price per Purchase Share covered by such Regular Purchase Notice on the applicable Purchase Date therefor) equal to or greater than One Hundred Fifty Thousand Dollars ($150,000), the Regular Purchase Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be increased adjusted to up equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice); and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase, other than any Regular Purchase with respect to One which an Alternate Adjusted Regular Purchase Share Limit shall apply, shall not exceed Two Million Dollars ($1,000,0002,000,000) of Purchase Sharesand provided, provided further, however, that the Closing Sale Price of parties may mutually agree to increase the Common Stock is not below $12.50 on such Regular Purchase DateShare Limit. If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided provided, however, that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver multiple Regular Purchase Notices to the Investor in a day as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) the Company has not failed to deliver Purchase Shares for all the most recent prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, the Investor as DWAC Shares in accordance with this AgreementPurchase. Notwithstanding the foregoing, the Company shall not deliver any a Regular Purchase Notices Notice to the Investor (i) on any Purchase Date that the Closing Sale Price of the Common Stock is less than the Floor Price or (ii) during the PEA Period.

Commencement of Regular Sales of Common Stock. Following the consummation of the Merger and upon Upon the satisfaction of all of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Five Hundred Thousand Dollars ($500,000) of Purchase Shares subject to adjustment as set forth below in this Section 2(a) (as it may be adjusted below, the each such purchase a “Regular Purchase Share LimitPurchase”), at the Purchase Price on the Purchase Date (each such purchase, a “Regular Purchase”)Date; provided, however, that (i) the Regular Purchase Share Limit shall may be increased to up to Seven Six Hundred Fifty Thousand Dollars ($750,000600,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $10.00 0.20 on such the Purchase Date (as appropriately adjusted for any reorganizationDate, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (ii) the Regular Purchase Share Limit shall may be increased to up to One Million Dollars Seven Hundred Thousand ($1,000,000700,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $12.50 0.25 on such the Purchase Date, (iii) the Regular Purchase may be increased to up to Eight Hundred Thousand (800,000) Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $0.30 on the Purchase Date, (iv) the Regular Purchase may be increased to up to Nine Hundred Thousand (900,000) Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $0.35 on the Purchase Date, and (v) the Regular Purchase may be increased to up to One Million (1,000,000) Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $0.40 on the Purchase Date (all of which share and dollar amounts shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction); and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase shall not exceed One Million Dollars ($1,000,000). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver multiple Regular Purchase Notices to the Investor as often as every Business Day, so long as at least one (i1) the Closing Sale Price of the Common Stock on such Business Day is not less than has passed since the Floor Price and (ii) the Company has not failed to deliver Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any most recent Regular Purchase Notices during the PEA Periodwas completed.

Commencement of Regular Sales of Common Stock. Following the consummation of the Merger and upon Upon the satisfaction of all of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Seventy-Five Hundred Thousand Dollars ($500,00075,000) of Purchase Shares Shares, subject to adjustment as set forth below in this Section 2(a) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Seven One Hundred Fifty Thousand Dollars ($750,000100,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock Shares on the applicable Purchase Date is not below $10.00 on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction)0.75, and (ii) the Regular Purchase Share Limit shall be increased to up to One Million Dollars Hundred Fifty Thousand ($1,000,000150,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock Shares on the applicable Purchase Date is not below $12.50 1.25 (all of which share and dollar amounts shall be appropriately proportionately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction; provided that if, after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to the Investor a Regular Purchase Notice hereunder for a Purchase Amount (calculated by multiplying (X) the number of Purchase Shares equal to the Fully Adjusted Regular Purchase Share Limit, by (Y) the Purchase Price per Purchase Share covered by such Regular Purchase Notice on the applicable Purchase Date therefor) equal to or greater than Forty Thousand Dollars ($40,000), the Regular Purchase Share Limit for such Regular Purchase DateNotice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be adjusted to equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice); and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase, other than any Regular Purchase with respect to which an Alternate Adjusted Regular Purchase Share Limit shall apply, shall not exceed Five Hundred Thousand Dollars ($500,000). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided provided, however, that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver a Regular Purchase Notices Notice to the Investor as often as every Business Day, so long as the Company has not failed to deliver Purchase Shares for the most recent prior Regular Purchase. Notwithstanding the foregoing, (i) the Company may not deliver a Regular Purchase Notice to the Investor, and the Investor and the Company shall not effect any Regular Purchase under this Agreement, on any Purchase Date that the Closing Sale Price of the Common Stock on such Business Day Shares is not less than the Floor Price and (ii) the Company has not failed to deliver Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices to the Investor during the PEA Period.

Commencement of Regular Sales of Common Stock. Following the consummation of the Merger and upon Upon the satisfaction of all of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Five One Hundred Thousand Dollars ($500,000100,000) of Purchase Shares Shares, subject to adjustment as set forth below in this Section 2(a) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Seven One Hundred Fifty Thousand Dollars ($750,000150,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $10.00 on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction)1.00, and (ii) the Regular Purchase Share Limit shall be increased to up to One Million Dollars Two Hundred Thousand ($1,000,000200,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $12.50 2.00 (all of which share and dollar amounts shall be appropriately proportionately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction; provided that if, after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to the Investor a Regular Purchase Notice hereunder for a Purchase Amount (calculated by multiplying (X) the number of Purchase Shares equal to the Fully Adjusted Regular Purchase Share Limit, by (Y) the Purchase Price per Purchase Share covered by such Regular Purchase Notice on the applicable Purchase Date therefor) equal to or greater than One Hundred Thousand Dollars ($100,000), the Regular Purchase Share Limit for such Regular Purchase DateNotice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be adjusted to equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice); provided, further, however, that the Investor’s committed obligation under any single Regular Purchase, other than any Regular Purchase with respect to which an Alternate Adjusted Regular Purchase Share Limit shall apply, shall not exceed Five Hundred Thousand Dollars ($500,000). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided provided, however, that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver a Regular Purchase Notices Notice to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) the Company has not failed to deliver all Purchase Shares for subject to all prior Regular PurchasesPurchases and, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that if required to have been effected on the same issued prior to such Business Day as the applicable Purchase Datepursuant to Section 5(e), all Additional Commitment Shares, have theretofore been received by, by the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices to the Investor during the PEA Period.

Commencement of Regular Sales of Common Stock. Following Beginning on the consummation of third (3rd) Business Day following the Merger and upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) Date and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Five Two Hundred Thousand Dollars ($500,000200,000) of Purchase Shares Shares, subject to adjustment as set forth below in this Section 2(a2(b) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Seven Two Hundred Fifty Thousand Dollars ($750,000250,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $10.00 0.50 and (ii) the Regular Purchase Share Limit shall be increased to Three Hundred Thousand (300,000) Purchase Shares, if the Closing Sale Price of the Common Stock on such the applicable Purchase Date is not below $0.75 (as all of which share and dollar amounts shall be appropriately proportionately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); provided that if, and (ii) after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to the Investor a Regular Purchase Notice hereunder for a Purchase Amount (calculated by multiplying (X) the number of Purchase Shares equal to the Fully Adjusted Regular Purchase Share Limit, by (Y) the Purchase Price per Purchase Share covered by such Regular Purchase Notice on the applicable Purchase Date therefor) equal to or greater than One Hundred Fifty Thousand Dollars ($150,000), the Regular Purchase Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be increased adjusted to up equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice); and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase, other than any Regular Purchase with respect to One which an Alternate Adjusted Regular Purchase Share Limit shall apply, shall not exceed Three Million Dollars ($1,000,0003,000,000) of Purchase Sharesand provided, provided further, however, that the Closing Sale Price of parties may mutually agree to increase the Common Stock is not below $12.50 on such Regular Purchase DateShare Limit. If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided provided, however, that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver multiple Regular Purchase Notices to the Investor in a day as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) the Company has not failed to deliver Purchase Shares for all the most recent prior Regular PurchasesPurchase, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on or the same Business Day Initial Purchase as the applicable Purchase Date, have theretofore been received by, the Investor as DWAC Shares in accordance with this Agreementapplicable. Notwithstanding the foregoing, the Company shall not deliver any a Regular Purchase Notices Notice to the Investor during the PEA Period.

Commencement of Regular Sales of Common Stock. Following the consummation of the Merger and upon Upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to One Hundred Twenty-Five Hundred Thousand Dollars ($500,000125,000) of Purchase Shares subject to adjustment as set forth below in this Section 2(a) (as it may be adjusted below, the each such purchase a “Regular Purchase Share LimitPurchase”), at the Purchase Price on the Purchase Date (each such purchase, a “Regular Purchase”)Date; provided, however, that (i) the Regular Purchase Share Limit shall may be increased to up to Seven One Hundred Fifty Thousand Dollars ($750,000150,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $10.00 1.00 on such the Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction)Date, and (ii) the Regular Purchase Share Limit shall may be increased to up to One Million Dollars Two Hundred Thousand ($1,000,000200,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $12.50 1.50 on the Purchase Date (all of which share and dollar amounts shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction); provided that if, after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to the Investor a Regular Purchase Notice hereunder for a Purchase Amount (calculated by multiplying (X) the number of Purchase Shares equal to the Fully Adjusted Regular Purchase Share Limit, by (Y) the Purchase Price per Purchase Share covered by such Regular Purchase DateNotice on the applicable Purchase Date therefor) equal to or greater than Five Hundred Thousand Dollars ($500,000), the Regular Purchase Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be adjusted to equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice); provided, further, however, that the Investor’s committed obligation under any single Regular Purchase shall not exceed Five Hundred Thousand Dollars ($500,000). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number amount of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver a Regular Purchase Notices Notice to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) the Company has not failed to deliver Purchase Shares for all the most recent prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, the Investor as DWAC Shares in accordance with this AgreementPurchase. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following Subject to the consummation terms and conditions of this Agreement, from and after the Merger and upon Business Day immediately following the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Five Two Hundred Fifty Thousand Dollars ($500,000250,000) of Purchase Shares Shares, subject to adjustment as set forth below in this Section 2(a2(b) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Seven Two Hundred Fifty Seventy-Five Thousand Dollars ($750,000275,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $10.00 0.75, (ii) the Regular Purchase Share Limit shall be increased to Three Hundred Twenty-Five Thousand (325,000) Purchase Shares, if the Closing Sale Price of the Common Stock on such the applicable Purchase Date is not below $1.00, and (as iii) the Regular Purchase Share Limit shall be increased to Three Hundred Seventy-Five Thousand (375,000) Purchase Shares, if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $1.50 (all of which share and dollar amounts shall be appropriately proportionately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); provided that if, and (ii) after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to the Investor a Regular Purchase Notice hereunder for a Purchase Amount (calculated by multiplying (X) the number of Purchase Shares equal to the Fully Adjusted Regular Purchase Share Limit, by (Y) the Purchase Price per Purchase Share covered by such Regular Purchase Notice on the applicable Purchase Date therefor) equal to or greater than One Hundred Fifty Thousand Dollars ($150,000), the Regular Purchase Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be increased adjusted to up equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice); and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase, other than any Regular Purchase with respect to which an Alternate Adjusted Regular Purchase Share Limit shall apply, shall not exceed One Million Dollars ($1,000,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $12.50 on such Purchase Date). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided provided, however, that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver a Regular Purchase Notices Notice to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) the Company has not failed to deliver Purchase Shares for all the most recent prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, the Investor as DWAC Shares in accordance with this AgreementPurchase. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices to the Investor during the PEA Period.

Commencement of Regular Sales of Common Stock. Following the consummation of the Merger and upon Beginning one Business Day following the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “CommencementClosing” and the date of satisfaction of such conditions the “Commencement Date”) and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Five Hundred Thousand Dollars ($500,000) of 100,000 Purchase Shares Shares, subject to adjustment as set forth below in this Section 2(a) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Seven Hundred Fifty Thousand Dollars to: ($750,000i) of 200,000 Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $10.00 0.50; (ii) 250,000 Purchase Shares, if the Closing Sale Price of the Common Stock on such the applicable Purchase Date is not below $0.75 and (as ii) 300,000 Purchase Shares, if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $1.00 (all of which share and dollar amounts shall be appropriately proportionately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); provided that if, and (ii) after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to the Investor a Regular Purchase Notice hereunder for a Purchase Amount (calculated by multiplying (X) the number of Purchase Shares equal to the Fully Adjusted Regular Purchase Share Limit, by (Y) the Purchase Price per Purchase Share covered by such Regular Purchase Notice on the applicable Purchase Date therefor) equal to or greater than the Alternate Adjusted Regular Purchase Share Limit, the Regular Purchase Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be increased adjusted to up to One Million Dollars ($1,000,000) equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase SharesDate for such Regular Purchase Notice; and provided, provided further, however, that the Closing Sale Price Investor’s committed obligation under any single Regular Purchase, other than any Regular Purchase with respect to which an Alternate Adjusted Regular Purchase Share Limit shall apply, shall not exceed $1,000,000 and provided, further, however, that the parties may mutually agree at any time to increase the dollar amount of any Regular Purchase on any Purchase Date to a dollar amount greater than the Common Stock is not below $12.50 on such Purchase Datelimit then in effect. If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio only with respect to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided provided, however, that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver a Regular Purchase Notices Notice to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) the Company has not failed to deliver Purchase Shares for all the most recent prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, the Investor as DWAC Shares in accordance with this AgreementPurchase. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following the consummation of the Merger and upon Upon the satisfaction of all of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Five Hundred Twenty Thousand Dollars ($500,00020,000) of Purchase Shares Shares, subject to adjustment as set forth below in this Section 2(a) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Seven Hundred Fifty Twenty-Five Thousand Dollars ($750,00025,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $10.00 20.00 and (ii) the Regular Purchase Share Limit shall be increased to Thirty Thousand (30,000) Purchase Shares, if the Closing Sale Price of the Common Stock on such the applicable Purchase Date is not below $25.00 (as all of which share and dollar amounts shall be appropriately proportionately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); provided that if, and (ii) after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to the Investor a Regular Purchase Notice hereunder for a Purchase Amount (calculated by multiplying (X) the number of Purchase Shares equal to the Fully Adjusted Regular Purchase Share Limit, by (Y) the Purchase Price per Purchase Share covered by such Regular Purchase Notice on the applicable Purchase Date therefor) equal to or greater than One Hundred Fifty Thousand Dollars ($150,000), the Regular Purchase Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be increased adjusted to up equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice); and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase, other than any Regular Purchase with respect to One which an Alternate Adjusted Regular Purchase Share Limit shall apply, shall not exceed Two Million Dollars ($1,000,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $12.50 on such Purchase Date2,000,000). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided provided, however, that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver a Regular Purchase Notices Notice to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) the Company has not failed to deliver all Purchase Shares for subject to all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, by the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices to the Investor during the PEA Period.

Commencement of Regular Sales of Common Stock. Following the consummation of the Merger and upon Upon the satisfaction of all of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Five One Hundred Thousand Dollars ($500,000100,000) of Purchase Shares Shares, subject to adjustment as set forth below in this Section 2(a) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Seven One Hundred Fifty Twenty-Five Thousand Dollars ($750,000125,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $10.00 on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction)1.50, and (ii) the Regular Purchase Share Limit shall be increased to up to One Million Dollars Hundred Fifty Thousand ($1,000,000150,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $12.50 2.50 (all of which share and dollar amounts shall be appropriately proportionately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction; provided that if, after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to the Investor a Regular Purchase Notice hereunder for a Purchase Amount (calculated by multiplying (X) the number of Purchase Shares equal to the Fully Adjusted Regular Purchase Share Limit, by (Y) the Purchase Price per Purchase Share covered by such Regular Purchase Notice on the applicable Purchase Date therefor) equal to or greater than One Hundred Thousand Dollars ($100,000), the Regular Purchase Share Limit for such Regular Purchase DateNotice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be adjusted to equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice); provided, further, however, that the Investor’s committed obligation under any single Regular Purchase, other than any Regular Purchase with respect to which an Alternate Adjusted Regular Purchase Share Limit shall apply, shall not exceed Five Hundred Thousand Dollars ($500,000); and provided, further, however, that the parties may mutually agree at any time to increase the maximum number of Purchase Shares the Company may direct the Investor to purchase in any Regular Purchase Notice for a Regular Purchase at the applicable Regular Purchase Price to up to 1,000,000 Purchase Shares or any number of Purchase Shares that shall not exceed 4.99% of the then outstanding shares of Common Stock. If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided provided, however, that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver a Regular Purchase Notices Notice to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) the Company has not failed to deliver all Purchase Shares for subject to all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, by the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices to the Investor during the PEA Period.

Commencement of Regular Sales of Common Stock. Following Beginning one (1) Business Day following the consummation of the Merger and upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) Date and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to One Hundred Seventy-Five Hundred Thousand Dollars ($500,000175,000) of Purchase Shares Shares, subject to adjustment as set forth below in this Section 2(a2(b) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall may be increased to up to Seven Two Hundred Fifty Twenty-Five Thousand Dollars ($750,000225,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $10.00 1.25 on such the Purchase Date (as appropriately adjusted for any reorganizationDate, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (ii) the Regular Purchase Share Limit shall may be increased to up to One Million Dollars Two Hundred Seventy-Five Thousand ($1,000,000275,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $12.50 1.75 on such the Purchase Date, (iii) the Regular Purchase Share Limit may be increased to up to Three Hundred Twenty-Five Thousand (325,000) Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $2.50 on the Purchase Date and (iv) the Regular Purchase Share Limit may be increased to up to Four Hundred Twenty-Five Thousand (425,000) Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $3.00 on the Purchase Date (all of which amounts shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction); and provided, further, however, that if, after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to the Investor a Regular Purchase Notice hereunder for a Purchase Amount (calculated by multiplying (X) the number of Purchase Shares equal to the Fully Adjusted Regular Purchase Share Limit, by (Y) the Purchase Price per Purchase Share covered by such Regular Purchase Notice on the applicable Purchase Date therefor) equal to or greater than One Hundred Fifty Thousand Dollars ($150,000), the Regular Purchase Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be adjusted to equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice; and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase, other than any Regular Purchase with respect to which an Alternate Adjusted Regular Purchase Share Limit shall apply, shall not exceed One Million and Five Hundred Thousand Dollars ($1,500,000), unless the parties mutually agree to increase the dollar amount of any Regular Purchase on any Purchase Date at the applicable Purchase Price. If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided provided, however, that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver multiple Regular Purchase Notices to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) the Company has not failed to deliver Purchase Shares for subject to all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, by the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any a Regular Purchase Notices Notice to the Investor during the PEA Period.

Commencement of Regular Sales of Common Stock. Following the consummation of the Merger and upon Upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Five Hundred Thousand Dollars One Million ($500,0001,000,000) Purchase Shares (such maximum number of Purchase Shares subject to adjustment Shares, as set forth below in this Section 2(a) (as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Seven Hundred Fifty Thousand Dollars ($750,000) of Purchase SharesDate, provided that the Closing Sale Price of the Common Stock is not below $10.00 the Floor Price on such the Purchase Date (as appropriately adjusted each such purchase a “Regular Purchase”); provided, however, that if, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to the Investor a Regular Purchase Notice hereunder for a Purchase Amount equal to or greater than the Alternate Adjusted Regular Purchase Share Limit, the Alternate Adjusted Regular Purchase Share Limit shall apply in lieu of the Fully Adjusted Regular Purchase Share Limit; provided, further, however, that the Investor’s committed obligation under any reorganizationsingle Regular Purchase, recapitalizationother than any Regular Purchase with respect to which an Alternate Adjusted Regular Purchase Share Limit shall apply, non-cash dividendshall not exceed Five Million Dollars ($5,000,000) and provided, stock splitfurther, reverse stock split or other similar transaction)however, and (ii) that the parties may mutually agree to increase the Regular Purchase Share Limit shall be increased for any Regular Purchase to up to One Three Million Dollars Five Hundred Thousand ($1,000,0003,500,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $12.50 on such Purchase Date. If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) of Purchase Shares which the Company is permitted to include in such Regular Purchase Noticeshares. The Company may deliver multiple Regular Purchase Notices to the Investor in a day as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) the Company has not failed to deliver Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, by the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any a Regular Purchase Notices Notice to the Investor during the PEA Period.

Commencement of Regular Sales of Common Stock. Following Beginning one (1) Business Day following the consummation of the Merger and upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) Date and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Five One Hundred Fifty Thousand Dollars ($500,000150,000) of Purchase Shares Shares, subject to adjustment as set forth below in this Section 2(a2(b) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall may be increased to up to Seven Two Hundred Fifty Thousand Dollars ($750,000200,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $10.00 1.25 on such the Purchase Date (as appropriately adjusted for any reorganizationDate, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (ii) the Regular Purchase Share Limit shall may be increased to up to One Million Dollars Two Hundred Fifty Thousand ($1,000,000250,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $12.50 1.75 on such the Purchase Date, (iii) the Regular Purchase Share Limit may be increased to up to Three Hundred Thousand (300,000) Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $2.50 on the Purchase Date and (iv) the Regular Purchase Share Limit may be increased to up to Four Hundred Thousand (400,000) Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $3.00 on the Purchase Date (all of which amounts shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction); and provided, further, however, that if, after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to the Investor a Regular Purchase Notice hereunder for a Purchase Amount (calculated by multiplying (X) the number of Purchase Shares equal to the Fully Adjusted Regular Purchase Share Limit, by (Y) the Purchase Price per Purchase Share covered by such Regular Purchase Notice on the applicable Purchase Date therefor) equal to or greater than One Hundred Fifty Thousand Dollars ($150,000), the Regular Purchase Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be adjusted to equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice; and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase, other than any Regular Purchase with respect to which an Alternate Adjusted Regular Purchase Share Limit shall apply, shall not exceed One Million and Five Hundred Thousand Dollars ($1,500,000), unless the parties mutually agree to increase the dollar amount of any Regular Purchase on any Purchase Date at the applicable Purchase Price. If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided provided, however, that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver multiple Regular Purchase Notices to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) the Company has not failed to deliver Purchase Shares for subject to all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, by the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any a Regular Purchase Notices Notice to the Investor during the PEA Period.

Commencement of Regular Sales of Common Stock. Following On the consummation date of the Merger and this Agreement, upon the satisfaction of the conditions set forth in Sections 7 7(I) and 8 8(I) hereof, the Company shall sell to the Investor and the Investor shall purchase 8,000,000 Purchase Shares (such initial Purchase Shares, the “Initial Purchase Shares”) for aggregate consideration of $2,000,000 (the “Initial Purchase Amount”). Upon the satisfaction of the conditions set forth in Sections 7(II) and 8(II) hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Five Hundred Thousand Dollars One Million ($500,0001,000,000) of Purchase Shares subject to adjustment as set forth below in this Section 2(a) (as it may be adjusted below, the each such purchase a “Regular Purchase Share LimitPurchase”), at the Purchase Price on the Purchase Date (each such purchase, a “Regular Purchase”)Date; provided, however, that (i) the Regular Purchase Share Limit shall may be increased to up to Seven One Million Two Hundred Fifty Thousand Dollars ($750,0001,250,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $10.00 0.25 on such the Purchase Date (as appropriately adjusted for any reorganizationDate, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (ii) the Regular Purchase Share Limit shall may be increased to up to One Million Dollars Five Hundred Thousand ($1,000,0001,500,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $12.50 0.30 on such the Purchase Date, and (iii) the Regular Purchase may be increased to up to Two Million (2,000,000) Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $0.40 on the Purchase Date (all of which share and dollar amounts shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction); provided, further, however, that the Investor’s committed obligation under any single Regular Purchase shall not exceed One Million Dollars ($1,000,000). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver multiple Regular Purchase Notices to the Investor as often as every Business Day, so long as at least one (i1) the Closing Sale Price of the Common Stock on such Business Day is not less than has passed since the Floor Price and (ii) the Company has not failed to deliver most recent Regular Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, the Investor as DWAC Shares in accordance with this Agreementwas completed. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following the consummation of the Merger and upon Upon the satisfaction of all of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”), the Investor shall purchase from the Company, and the Company shall issue or cause to be issued and sell to the Investor, for a total purchase price of Five Hundred Fifteen Thousand Dollars ($515,000) (the “Initial Purchase Price”), 128,750 Purchase Shares (the “Initial Purchase Shares”), at a price of $4.00 per Purchase Share (the “Initial Purchase”). Beginning one (1) Business Day following the Commencement Date and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to timetime in accordance with this Agreement, to purchase up to Twenty-Five Hundred Thousand Dollars ($500,00025,000) of Purchase Shares Shares, subject to adjustment as set forth below in this Section 2(a) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Seven Hundred Fifty Thirty-Five Thousand Dollars ($750,00035,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $10.00 on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction)3.50, and (ii) the Regular Purchase Share Limit shall be increased to up to One Million Dollars Fifty Thousand ($1,000,00050,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $12.50 4.00 (all of which share and dollar amounts shall be appropriately proportionately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction; provided that if, after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to the Investor, on a Purchase Date for a Regular Purchase hereunder, a Regular Purchase Notice for a Purchase Amount equal to or greater than Seventy-Five Thousand Dollars ($75,000) (which shall be determined by multiplying (X) the Fully Adjusted Regular Purchase Share Limit then in effect on such Purchase Date, by (Y) the applicable Purchase Price per Purchase Share for such Regular Purchase calculated in accordance with this Agreement), the Regular Purchase Share Limit shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather shall be adjusted to equal the applicable Alternate Adjusted Regular Purchase Share Limit); and provided, further, however, that the Investor’s maximum committed obligation under any single Regular Purchase, other than any Regular Purchase with respect to which an Alternate Adjusted Regular Purchase Share Limit shall apply, shall not exceed Five Hundred Thousand Dollars ($500,000). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided provided, however, that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice; and provided, further, however, that the parties may mutually agree to increase the Regular Purchase Share Limit applicable to any Regular Purchase and/or the Investor’s maximum committed obligation under any Regular Purchase on the applicable Purchase Date therefor, and all of the Purchase Shares subject to such increased Regular Purchase shall be purchased by the Investor at the applicable Purchase Price therefor calculated in accordance with this Agreement. The Company may deliver a Regular Purchase Notices Notice to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) the Company has not failed to deliver Purchase Shares for all the most recent prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, the Investor as DWAC Shares in accordance with this AgreementPurchase. Notwithstanding the foregoing, the Company may not deliver a Regular Purchase Notice to the Investor, and the Investor and the Company shall not deliver effect any Regular Purchase Notices during under this Agreement, on any Purchase Date that the PEA PeriodClosing Sale Price of the Common Shares is less than the Floor Price.

Commencement of Regular Sales of Common Stock. Following the consummation of the Merger and upon Upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Five Hundred Thirty Thousand Dollars ($500,00030,000) of Purchase Shares subject to adjustment as set forth below in this Section 2(a) (as it may be adjusted below, the each such purchase a “Regular Purchase Share LimitPurchase”), at the Purchase Price on the Purchase Date (each such purchase, a “Regular Purchase”)Date; provided, however, that (i) the Regular Purchase Share Limit shall may be increased to up to Seven Hundred Fifty Thousand Dollars ($750,00050,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $10.00 1.50 on such the Purchase Date (as appropriately adjusted for any reorganizationDate, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (ii) the Regular Purchase Share Limit shall may be increased to up to One Million Dollars Seventy-Five Thousand ($1,000,00075,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $12.50 1.75 on such the Purchase Date, and (iii) the Regular Purchase may be increased to up to One Hundred Thousand (100,000) Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $2.50 on the Purchase Date (all of which share and dollar amounts shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction); provided, further, however, that the Investor’s committed obligation under any single Regular Purchase shall not exceed Five Hundred Thousand Dollars ($500,000). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver multiple Regular Purchase Notices to the Investor as often as every Business Day, so long as at least two (i2) Business Days has passed since the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) the Company has not failed to deliver most recent Regular Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, the Investor as DWAC Shares in accordance with this Agreementwas completed. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following the consummation of the Merger and upon Upon the satisfaction of all of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Five Hundred Fifty Thousand Dollars ($500,00050,000) of Purchase Shares subject to adjustment as set forth below in this Section 2(a) (as it may be adjusted below, the each such purchase a “Regular Purchase Share LimitPurchase”), at the Purchase Price on the Purchase Date (each such purchase, a “Regular Purchase”)Date; provided, however, that (i) the Regular Purchase Share Limit shall may be increased to up to Seven Hundred Fifty Seventy-Five Thousand Dollars ($750,00075,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $10.00 0.50 on such the Purchase Date (as appropriately adjusted for any reorganizationDate, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (ii) the Regular Purchase Share Limit shall may be increased to up to One Million Dollars Hundred Thousand ($1,000,000100,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $12.50 0.75 on such the Purchase Date, and (iii) the Regular Purchase may be increased to up to Two Hundred Thousand (200,000) Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $1.25 on the Purchase Date (all of which share and dollar amounts shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction); and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase shall not exceed Five Hundred Thousand Dollars ($500,000). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver multiple Regular Purchase Notices to the Investor as often as every Business Day, so long as at least one (i1) the Closing Sale Price of the Common Stock on such Business Day is not less than has passed since the Floor Price and (ii) the Company has not failed to deliver most recent Regular Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, the Investor as DWAC Shares in accordance with this Agreementwas completed. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following On the consummation date of the Merger and this Agreement, upon the satisfaction of the conditions set forth in Sections 7 7(I) and 8 8(I) hereof, the Company shall sell to the Investor and the Investor shall purchase 1,666,667 Purchase Shares (such initial Purchase Shares, the “Initial Purchase Shares”) for aggregate consideration of $250,000 (the “Initial Purchase Amount”). Upon the satisfaction of the conditions set forth in Sections 7(II) and 8(II) hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Five One Hundred Fifty Thousand Dollars ($500,000150,000) of Purchase Shares subject to adjustment as set forth below in this Section 2(a) (as it may be adjusted below, the each such purchase a “Regular Purchase Share LimitPurchase”), at the Purchase Price on the Purchase Date (each such purchase, a “Regular Purchase”)Date; provided, however, that (i) the Regular Purchase Share Limit shall may be increased to up to Seven Two Hundred Fifty Thousand Dollars ($750,000200,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $10.00 0.30 on such the Purchase Date (as appropriately adjusted for any reorganizationDate, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (ii) the Regular Purchase Share Limit shall may be increased to up to One Million Dollars Two Hundred Seventy-Five Thousand ($1,000,000275,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $12.50 0.40 on such the Purchase Date, and (iii) the Regular Purchase may be increased to up to Three Hundred Fifty Thousand (350,000) Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $0.50 on the Purchase Date (all of which share and dollar amounts shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver multiple Regular Purchase Notices to the Investor as often as every Business Day, so long as at least one (i1) the Closing Sale Price of the Common Stock on such Business Day is not less than has passed since the Floor Price and (ii) the Company has not failed to deliver most recent Regular Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, the Investor as DWAC Shares in accordance with this Agreementwas completed. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following Beginning on the consummation of the Merger and upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) Date and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Five One Hundred Thousand Dollars ($500,000100,000) of Purchase Shares Shares, subject to adjustment as set forth below in this Section 2(a) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Seven One Hundred Fifty Twenty-Five Thousand Dollars ($750,000125,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $10.00 2.00, (ii) the Regular Purchase Share Limit shall be increased to One Hundred Fifty Thousand (150,000) Purchase Shares, if the Closing Sale Price of the Common Stock on such the applicable Purchase Date is not below $3.00 (as iii) the Regular Purchase Share Limit shall be increased to Two Hundred Thousand (200,000) Purchase Shares, if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $4.00 (all of which share and dollar amounts shall be appropriately proportionately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); provided that if, and (ii) after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit shall be increased therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to up the Investor a Regular Purchase Notice hereunder for a Purchase Amount (calculated by multiplying (X) the number of Purchase Shares equal to the Fully Adjusted 194229821 v2 Regular Purchase Share Limit, by (Y) the Purchase Price per Purchase Share covered by such Regular Purchase Notice on the applicable Purchase Date therefor) equal to or greater than One Million Hundred Thousand Dollars ($1,000,000) 100,000), the Regular Purchase Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be adjusted to equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase SharesDate for such Regular Purchase Notice); and provided, provided further, however, that the Closing Sale Price of Investor’s committed obligation under any single Regular Purchase, other than any Regular Purchase with respect to which an Alternate Adjusted Regular Purchase Share Limit shall apply, shall not exceed Two Million and Dollars ($2,000,000) and provided, further, however, that the Common Stock is not below $12.50 on such parties may mutually agree to increase the Regular Purchase DateShare Limit. If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided provided, however, that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver multiple Regular Purchase Notices to the Investor in a day as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) the Company has not failed to deliver Purchase Shares for all the most recent prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, the Investor as DWAC Shares in accordance with this AgreementPurchase. Notwithstanding the foregoing, the Company shall not deliver any a Regular Purchase Notices Notice to the Investor (i) on any Purchase Date that the Closing Sale Price of the Common Stock is less than the Floor Price or (ii) during the PEA Period.

Commencement of Regular Sales of Common Stock. Following the consummation of the Merger and upon Upon the satisfaction of all of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Seventy-Five Hundred Thousand Dollars ($500,00075,000) of Purchase Shares Shares, subject to adjustment as set forth below in this Section 2(a) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Seven One Hundred Fifty Thousand Dollars ($750,000100,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $10.00 0.75, (ii) the Regular Purchase Share Limit shall be increased to One Hundred Twenty-Five Thousand (125,000) Purchase Shares, if the Closing Sale Price of the Common Stock on such the applicable Purchase Date is not below $1.00, (as iii) the Regular Purchase Share Limit shall be increased to One Hundred Fifty Thousand (150,000) Purchase Shares, if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $1.50, and (iv) the Regular Purchase Share Limit shall be increased to One Hundred Seventy-Five Thousand (175,000) Purchase Shares, if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $2.00 (all of which share and dollar amounts shall be appropriately proportionately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); provided that if, and (ii) after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to the Investor a Regular Purchase Notice hereunder for a Purchase Amount (calculated by multiplying (X) the number of Purchase Shares equal to the Fully Adjusted Regular Purchase Share Limit, by (Y) the Purchase Price per Purchase Share covered by such Regular Purchase Notice on the applicable Purchase Date therefor) equal to or greater than One Hundred Fifty Thousand Dollars ($150,000), the Regular Purchase Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be increased adjusted to up equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice); and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase, other than any Regular Purchase with respect to which an Alternate Adjusted Regular Purchase Share Limit shall apply, shall not exceed One Million Dollars ($1,000,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $12.50 on such Purchase Date). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided provided, however, that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver a Regular Purchase Notices Notice to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) the Company has not failed to deliver Purchase Shares for all the most recent prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, the Investor as DWAC Shares in accordance with this AgreementPurchase. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following the consummation of the Merger and upon Upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Five One Hundred Thousand Dollars ($500,000100,000) of Purchase Shares subject to adjustment as set forth below in this Section 2(a) (as it may be adjusted below, the each such purchase a “Regular Purchase Share LimitPurchase”), at the Purchase Price on the Purchase Date (each such purchase, a “Regular Purchase”)Date; provided, however, that (i) the Regular Purchase Share Limit shall may be increased to up to Seven One Hundred Fifty Thousand Dollars ($750,000150,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $10.00 1.00 on such the Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction)Date, and (ii) the Regular Purchase Share Limit shall may be increased to up to One Million Dollars Two Hundred Thousand ($1,000,000200,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $12.50 1.50 on such the Purchase DateDate (all of which share and dollar amounts shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction); provided, further, however, that the Investor’s committed obligation under any single Regular Purchase shall not exceed Five Hundred Thousand Dollars ($500,000). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number amount of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver multiple Regular Purchase Notices to the Investor as often as every Business Day, so long as at least one (i1) the Closing Sale Price of the Common Stock on such Business Day is not less than has passed since the Floor Price and (ii) the Company has not failed to deliver most recent Regular Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, the Investor as DWAC Shares in accordance with this Agreementwas completed. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following the consummation of the Merger and upon Upon the satisfaction of all of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Five Two Hundred Thousand Dollars ($500,000200,000) of Purchase Shares subject to adjustment as set forth below in this Section 2(a) (as it may be adjusted below, the each such purchase a “Regular Purchase Share LimitPurchase”), at the Purchase Price on the Purchase Date (each such purchase, a “Regular Purchase”)Date; provided, however, that (i) the Regular Purchase Share Limit shall may be increased to up to Seven Two Hundred Fifty Thousand Dollars ($750,000250,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $10.00 0.25 on such the Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (ii) the Regular Purchase Share Limit shall may be increased to up to One Million Dollars Three Hundred Fifty Thousand ($1,000,000350,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $12.50 0.35 on such the Purchase DateDate (all of which share and dollar amounts shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction); and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase shall not exceed Five Hundred Thousand Dollars ($500,000). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver multiple Regular Purchase Notices to the Investor as often as every Business Day, so long as at least one (i1) the Closing Sale Price of the Common Stock on such Business Day is not less than has passed since the Floor Price and (ii) the Company has not failed to deliver most recent Regular Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, the Investor as DWAC Shares in accordance with this Agreementwas completed. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following the consummation of the Merger and upon Upon the satisfaction of all of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Five Hundred Thirty Thousand Dollars ($500,00030,000) of Purchase Shares Shares, subject to adjustment as set forth below in this Section 2(a) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Seven Hundred Fifty Forty Thousand Dollars ($750,00040,000) of Purchase Shares, provided that Shares if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $10.00 4.50, (ii) the Regular Purchase Share Limit shall be increased to Fifty Thousand (50,000) Purchase Shares if the Closing Sale Price of the Common Stock on such the applicable Purchase Date is not below $5.00, and (as iii) the Regular Purchase Share Limit shall be increased to Ninety Thousand (90,000) Purchase Shares if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $6.00 (all of which share and dollar amounts shall be appropriately proportionately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); provided that if, and (ii) after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to the Investor a Regular Purchase Notice hereunder for a Purchase Amount (calculated by multiplying (X) the number of Purchase Shares equal to the Fully Adjusted Regular Purchase Share Limit, by (Y) the Purchase Price per Purchase Share covered by such Regular Purchase Notice on the applicable Purchase Date therefor) equal to or greater than One Hundred Fifty Thousand Dollars ($150,000), the Regular Purchase Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be increased adjusted to up equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice); and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase, other than any Regular Purchase with respect to which an Alternate Adjusted Regular Purchase Share Limit shall apply, shall not exceed One Million Dollars ($1,000,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $12.50 on such Purchase Date). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which that the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided provided, however, that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which that the Company is permitted to include in such Regular Purchase Notice. The Company may deliver a Regular Purchase Notices Notice to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) the Company has not failed to deliver all Purchase Shares for subject to all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, by the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices to the Investor during the PEA Period.

Commencement of Regular Sales of Common Stock. Following the consummation of the Merger and upon Upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Five One Hundred Thousand Dollars ($500,000100,000) Purchase Shares (such maximum number of Purchase Shares subject to adjustment Shares, as set forth below in this Section 2(a) (as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall may be increased to up to Seven One Hundred Fifty Twenty-Five Thousand Dollars ($750,000125,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $10.00 3.00 on such the Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (ii) the Regular Purchase Share Limit shall may be increased to up to One Million Dollars Hundred Fifty Thousand ($1,000,000150,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $12.50 5.00 on such the Purchase Date. If ; provided that if, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company delivers any from delivering to the Investor a Regular Purchase Notice hereunder for a Purchase Amount equal to or greater the Alternate Adjusted Regular Purchase Share Limit, the Alternate Adjusted Regular Purchase Share Limit shall apply in excess lieu of the limitations contained in the immediately preceding sentence, such Fully Adjusted Regular Purchase Notice shall be void ab initio to Share Limit; and provided, further, however, that the extentInvestor’s committed obligation under any single Regular Purchase, and only to the extent, of the amount by which the number of Purchase Shares set forth in such other than any Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) of Purchase Shares with respect to which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such an Alternate Adjusted Regular Purchase Notice; provided that the Investor Share Limit shall remain obligated to purchase the dollar amount apply, shall not exceed One Million Dollars (based on the applicable Purchase Price) of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice$1,000,000). The Company may deliver multiple Regular Purchase Notices to the Investor in a day as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) the Company has not failed to deliver Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, by the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any a Regular Purchase Notices Notice to the Investor during the PEA Period.

Commencement of Regular Sales of Common Stock. Following the consummation of the Merger and upon Upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Five the greater of (i) Two Hundred Thousand Dollars ($500,000200,000) of Purchase Shares Shares, subject to adjustment as set forth below in this Section 2(a) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, (the “Regular Purchase Share Limit”)), or (ii) Fifty Thousand Dollars ($50,000) at the Purchase Price on the Purchase Date (each such purchase, a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall may be increased at the election of the Company to up to Seven Three Hundred Fifty Thousand Dollars ($750,000300,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $10.00 0.60 on such the Purchase Date (as appropriately adjusted for any reorganizationDate, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (ii) the Regular Purchase Share Limit shall may be increased at the election of the Company to up to One Million Dollars Four Hundred Thousand ($1,000,000400,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $12.50 0.80 on such the Purchase Date, and (iii) the Regular Purchase may be increased at the election of the Company to up to Five Hundred Thousand (500,000) Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $1.00 on the Purchase Date; provided, further, however, that the Investor’s committed obligation under any single Regular Purchase shall not exceed One Million Dollars ($1,000,000). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number amount of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver multiple Regular Purchase Notices to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) the Company has not failed to deliver Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, by the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following the consummation of the Merger and upon Upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Five Two Hundred Thousand Dollars ($500,000200,000) of Purchase Shares Shares, subject to adjustment as set forth below in this Section 2(a) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall may be increased to up to Seven Two Hundred Fifty Twenty-Five Thousand Dollars ($750,000225,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $10.00 4.00 on such the Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (ii) the Regular Purchase Share Limit shall may be increased to up to One Million Dollars Two Hundred Fifty Thousand ($1,000,000250,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $12.50 6.00 on the Purchase Date (all of which share and dollar amounts shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction); and provided, further, however, that if, after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to the Investor a Regular Purchase Notice hereunder for a Purchase Amount (calculated by multiplying (X) the number of Purchase Shares equal to the Fully Adjusted Regular Purchase Share Limit, by (Y) the Purchase Price per Purchase Share covered by such Regular Purchase DateNotice on the applicable Purchase Date therefor) equal to or greater than Two Hundred Thousand Dollars ($200,000), the Regular Purchase Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be adjusted to equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice; and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase, other than any Regular Purchase with respect to which an Alternate Adjusted Regular Purchase Share Limit shall apply, shall not exceed Two Million Dollars ($2,000,000), unless the parties mutually agree to increase the Regular Purchase Share Limit on any Purchase Date up to One Million (1,000,000) Purchase Shares. If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number amount of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver Regular Purchase Notices to the Investor as often as every Business Day, so and upon mutual agreement of the parties may deliver multiple Purchase Notices in a Business Day, in each case as long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) the Company has not failed to deliver Purchase Shares for subject to all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, by the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following the consummation of the Merger and upon Upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery deliver to the Investor of a Regular Purchase Notice from time to time, time a Purchase Notice directing the Investor to purchase up to Five Hundred Thousand Dollars ($500,000) of buy Purchase Shares subject to adjustment as set forth below in this Section 2(a) (as it may be adjusted below, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to in any amount up to Seven Hundred Fifty Thousand Dollars ($750,000) of 3,500,000 Purchase Shares, provided that Shares per Purchase Notice at the Closing Sale applicable Purchase Price of on the Common Stock is not below $10.00 on such applicable Purchase Date (as which share amount shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); provided, and (ii) however, that in no event shall the Purchase Amount of a Regular Purchase Share Limit shall be increased to up to exceed One Million Dollars ($1,000,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $12.50 on such Purchase Dateper Business Day. If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver Regular multiple Purchase Notices to the Investor as often as every Investor; provided, however, that at least one (1) Business Day, so long as Day shall have elapsed between (i) the Closing Sale Price date on which the Investor has received all of the Common Stock on such Business Day is not less than Purchase Shares as DWAC Shares in connection with the Floor Price most recent prior Regular Purchase and Accelerated Purchase (as applicable) and (ii) the Company has not failed date of delivery of a Purchase Notice to deliver Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, the Investor as DWAC Shares in accordance with this Agreementby the Company. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following the consummation of the Merger and upon Upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to timetime on any Purchase Date that the Closing Sale Price of the Common Stock is not below the Floor Price, to purchase up to Five Hundred Fifty Thousand Dollars ($500,00050,000) Purchase Shares (such maximum number of Purchase Shares subject to adjustment Shares, as set forth below in this Section 2(a) (as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall may be increased to up to Seven Hundred Fifty Seventy-Five Thousand Dollars ($750,00075,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $10.00 1.50 on such the Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction)Date, and (ii) the Regular Purchase Share Limit shall may be increased to up to One Million Dollars Hundred Thousand ($1,000,000100,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $12.50 2.00 on such the Purchase Date. If ; provided, that if, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company delivers any from delivering to the Investor a Regular Purchase Notice hereunder for a Purchase Amount equal to or greater than the Alternate Adjusted Regular Purchase Share Limit, the Alternate Adjusted Regular Purchase Share Limit shall apply in excess lieu of the limitations contained in the immediately preceding sentence, such Fully Adjusted Regular Purchase Notice shall be void ab initio to Share Limit; and provided, further, however, that the extentInvestor’s committed obligation under any single Regular Purchase, and only to the extent, of the amount by which the number of Purchase Shares set forth in such other than any Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) of Purchase Shares with respect to which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such an Alternate Adjusted Regular Purchase Notice; provided that the Investor Share Limit shall remain obligated to purchase the dollar amount apply, shall not exceed One Million Dollars (based on the applicable Purchase Price) of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice$1,000,000). The Company may deliver multiple Regular Purchase Notices to the Investor in a day as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) the Company has not failed to deliver Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, by the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any a Regular Purchase Notices Notice to the Investor during the PEA Period.

Commencement of Regular Sales of Common Stock. Following the consummation of the Merger and upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Five Hundred Thousand Dollars ($500,000) of Purchase Shares subject to adjustment as set forth below in this Section 2(a) (as it may be adjusted below, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Seven Hundred Fifty Thousand Dollars ($750,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $10.00 on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (ii) the Regular Purchase Share Limit shall be increased to up to One Million Dollars ($1,000,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $12.50 on such Purchase Date. If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver Regular Purchase Notices to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) the Company has not failed to deliver Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following the consummation of the Merger and upon Beginning one Business Day following the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” "Closing" and the date of satisfaction of such conditions the “"Commencement Date”") and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Five Hundred Fifty Thousand Dollars ($500,00050,000) of Purchase Shares Shares, subject to adjustment as set forth below in this Section 2(a) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “"Regular Purchase Share Limit”"), at the Purchase Price on the Purchase Date (each such purchase, purchase a “"Regular Purchase”"); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Seven Hundred Fifty to: (i) Sixty Thousand Dollars ($750,00060,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $10.00 2.00; (ii) Eighty Thousand (80,000) Purchase Shares, if the Closing Sale Price of the Common Stock on such the applicable Purchase Date is not below $4.00; and (as iii) One Hundred Thousand (100,000) Purchase Shares, if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $6.00 (all of which share and dollar amounts shall be appropriately proportionately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); provided that if, and (ii) after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to the Investor a Regular Purchase Notice hereunder for a Purchase Amount (calculated by multiplying (X) the number of Purchase Shares equal to the Fully Adjusted Regular Purchase Share Limit, by (Y) the Purchase Price per Purchase Share covered by such Regular Purchase Notice on the applicable Purchase Date therefor) equal to or greater than the Alternate Adjusted Regular Purchase Share Limit, the Regular Purchase Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be increased adjusted to up equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice; and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase, other than any Regular Purchase with respect to which an Alternate Adjusted Regular Purchase Share Limit shall apply, shall not exceed One Million Five Hundred Thousand Dollars ($1,000,0001,500,000) of Purchase Sharesand provided, provided further, however, that the Closing Sale Price parties may mutually agree at any time to increase the dollar amount of any Regular Purchase on any Purchase Date to a dollar amount greater than the Common Stock is not below $12.50 on such Purchase Datelimit then in effect. If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio only with respect to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided provided, however, that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver a Regular Purchase Notices Notice to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) provided the Company has not failed to deliver Purchase Shares for all the most recent prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, the Investor as DWAC Shares in accordance with this AgreementPurchase. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following the consummation of the Merger and upon Upon the satisfaction of all of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Five Three Hundred Thousand Dollars ($500,000300,000) of Purchase Shares subject to adjustment as set forth below in this Section 2(a) (as it may be adjusted below, the each such purchase a “Regular Purchase Share LimitPurchase”), at the Purchase Price on the Purchase Date (each such purchase, a “Regular Purchase”)Date; provided, however, that (i) the Regular Purchase Share Limit shall may be increased to up to Seven Three Hundred Fifty Thousand Dollars ($750,000350,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $10.00 1.50 on such the Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction)Date, and (ii) the Regular Purchase Share Limit shall may be increased to up to One Million Dollars Four Hundred Thousand ($1,000,000400,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $12.50 2.00 on such the Purchase DateDate (all of which share and dollar amounts shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction); and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase shall not exceed One Million Dollars ($1,000,000). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver multiple Regular Purchase Notices to the Investor as often as every Business Day, so long as at least one (i1) the Closing Sale Price of the Common Stock on such Business Day is not less than has passed since the Floor Price and (ii) the Company has not failed to deliver most recent Regular Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, the Investor as DWAC Shares in accordance with this Agreementwas completed. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following the consummation of the Merger and upon Upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”), the Investor shall purchase $2,025,000 worth of Purchase Shares (such purchase the “Initial Purchase” and such Purchase Shares are referred to herein as “Initial Purchase Shares”) and thereafterat a price equal to $1.50 per share. Beginning one (1) Business Day following the Commencement Date, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Five One Hundred Fifty Thousand Dollars ($500,000150,000) of Purchase Shares subject to adjustment as set forth below in this Section 2(a) (as it may be adjusted below, the each such purchase a “Regular Purchase Share LimitPurchase”), at the Purchase Price on the Purchase Date (each such purchase, a “Regular Purchase”)Date; provided, however, that (i) the Regular Purchase Share Limit shall may be increased to up to Seven One Hundred Fifty Seventy-Five Thousand Dollars ($750,000175,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $10.00 2.50 on such the Purchase Date (as appropriately adjusted for any reorganizationDate, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (ii) the Regular Purchase Share Limit shall may be increased to up to One Million Dollars Two Hundred Thousand ($1,000,000200,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $12.50 3.00 on such the Purchase Date, and (iii) the Regular Purchase may be increased to up to Two Hundred Fifty Thousand (250,000) Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $3.50 on the Purchase Date (all of which amounts shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction); and provided, further, that the Investor’s committed obligation under any single Regular Purchase shall not exceed One Million Dollars ($1,000,000), unless the parties mutually agree to increase the dollar amount of any Regular Purchase on any Purchase Date at the applicable Purchase Price. If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver multiple Regular Purchase Notices to the Investor as often as every Business Day, so long as at least one (i1) the Closing Sale Price of the Common Stock on such Business Day is not less than has passed since the Floor Price and (ii) the Company has not failed to deliver Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any most recent Regular Purchase Notices during the PEA Periodwas completed.

Commencement of Regular Sales of Common Stock. Following the consummation of the Merger and upon Upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Five One Hundred Thousand Dollars ($500,000100,000) of Purchase Shares subject to adjustment as set forth below in this Section 2(a) (as it may be adjusted below, the each such purchase a “Regular Purchase Share LimitPurchase”), at the Purchase Price on the Purchase Date (each such purchase, a “Regular Purchase”)Date; provided, however, that (i) the Regular Purchase Share Limit shall may be increased to up to Seven One Hundred Fifty Twenty-Five Thousand Dollars ($750,000125,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $10.00 1.50 on such the Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (ii) the Regular Purchase Share Limit shall may be increased to up to One Million Dollars Hundred Fifty Thousand ($1,000,000150,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $12.50 2.00 on such the Purchase DateDate (all of which share amounts shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction); and provided, further, that the Investor’s committed obligation under any single Regular Purchase shall not exceed One Million Dollars ($1,000,000). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver multiple Regular Purchase Notices to the Investor as often as every Business Day, so long as at least one (i1) the Closing Sale Price of the Common Stock on such Business Day is not less than has passed since the Floor Price and (ii) the Company has not failed to deliver Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any most recent Regular Purchase Notices during the PEA Periodwas completed.

Commencement of Regular Sales of Common Stock. Following the consummation of the Merger and upon Upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Five Hundred Fifty Thousand Dollars ($500,00050,000) of Purchase Shares Shares, subject to adjustment as set forth below in this Section 2(a) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, (the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall may be increased by the Company in the applicable Regular Purchase Notice to up to Seven One Hundred Fifty Thousand Dollars ($750,000100,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $10.00 1.00 on such the applicable Purchase Date (as appropriately adjusted for any reorganizationDate, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (ii) the Regular Purchase Share Limit shall may be increased by the Company in the applicable Regular Purchase Notice to up to One Million Dollars Hundred Fifty Thousand ($1,000,000150,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $12.50 2.00 on such the applicable Purchase Date, (iii) the Regular Purchase Share Limit may be increased by the Company in the applicable Regular Purchase Notice to up to Two Hundred Thousand (200,000) Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $3.00 on the applicable Purchase Date, and (iv) the Regular Purchase Share Limit may be increased by the Company in the applicable Regular Purchase Notice to up to Two Hundred Fifty Thousand (250,000) Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $4.00 on the applicable Purchase Date (all of which share and dollar amounts shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction); provided that if, after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to the Investor a Regular Purchase Notice hereunder for a Purchase Amount (calculated by multiplying (X) the number of Purchase Shares equal to the Fully Adjusted Regular Purchase Share Limit, by (Y) the Purchase Price per Purchase Share covered by such Regular Purchase Notice on the applicable Purchase Date therefor) equal to or greater than One Hundred Fifty Thousand Dollars ($150,000), the Regular Purchase Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be adjusted to equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice); provided, further, however, that the Investor’s committed obligation under any single Regular Purchase shall not exceed One Million Five Hundred Thousand Dollars ($1,500,000). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number amount of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver Regular Purchase Notices to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) the Company has not failed to deliver Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, and all such Purchase Shares have theretofore been received by, by the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following the consummation of the Merger and upon Beginning one (1) Business Day following the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” "Closing" and the date of satisfaction of such conditions the “"Commencement Date”") and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Five One Hundred Thousand Dollars (100,000) Purchase Shares, provided that the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $500,000) of Purchase Shares 0.20 and subject to adjustment as set forth below in this Section 2(a) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “"Regular Purchase Share Limit”"), at the Purchase Price on the Purchase Date (each such purchase, purchase a “"Regular Purchase”"); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Seven to: (i) One Hundred Fifty Twenty-Five Thousand Dollars ($750,000125,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $10.00 3.00 and (ii) One Hundred Fifty Thousand (150,000) Purchase Shares, if the Closing Sale Price of the Common Stock on such the applicable Purchase Date is not below $4.00 (as all of which share and dollar amounts shall be appropriately proportionately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); provided that if, and (ii) after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to the Investor a Regular Purchase Notice hereunder for a Purchase Amount (calculated by multiplying (X) the number of Purchase Shares equal to the Fully Adjusted Regular Purchase Share Limit, by (Y) the Purchase Price per Purchase Share covered by such Regular Purchase Notice on the applicable Purchase Date therefor) equal to or greater than the Alternate Adjusted Regular Purchase Share Limit, the Regular Purchase Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be increased adjusted to up equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice; and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase, other than any Regular Purchase with respect to which an Alternate Adjusted Regular Purchase Share Limit shall apply, shall not exceed One Million Five Hundred Thousand Dollars ($1,000,0001,500,000) of Purchase Sharesand provided, provided further, however, that the Closing Sale Price parties may mutually agree at any time to increase the dollar amount of any Regular Purchase on any Purchase Date to a dollar amount greater than the Common Stock is not below $12.50 on such Purchase Datelimit then in effect. If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio only with respect to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided provided, however, that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver a single Regular Purchase Notices Notice to the Investor as often as every on any Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) provided the Company has not failed to deliver Purchase Shares for all the most recent prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, the Investor as DWAC Shares in accordance with this AgreementPurchase. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following the consummation of the Merger and upon Upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Five One Hundred Thousand Dollars ($500,000100,000) of Purchase Shares subject to adjustment as set forth below in this Section 2(a) (as it may be adjusted below, the each such purchase a “Regular Purchase Share LimitPurchase”), at the Purchase Price on the Purchase Date (each such purchase, a “Regular Purchase”)Date; provided, however, that (i) the Regular Purchase Share Limit shall may be increased to up to Seven One Hundred Fifty Thousand Dollars ($750,000150,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $10.00 0.75 on such the Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction)Date, and (ii) the Regular Purchase Share Limit shall may be increased to up to One Million Dollars Two Hundred Thousand ($1,000,000200,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $12.50 1.00 on such the Purchase DateDate (all of which share and dollar amounts shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction); provided, further, however, that the Investor’s committed obligation under any single Regular Purchase shall not exceed Five Hundred Thousand Dollars ($500,000). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number amount of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver multiple Regular Purchase Notices to the Investor as often as every Business Day, so long as at least one (i1) the Closing Sale Price of the Common Stock on such Business Day is not less than has passed since the Floor Price and (ii) the Company has not failed to deliver most recent Regular Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, the Investor as DWAC Shares in accordance with this Agreementwas completed. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following the consummation of the Merger and upon Beginning one (1) Business Day following the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” "Closing" and the date of satisfaction of such conditions the “"Commencement Date”") and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Five One Hundred Fifty Thousand Dollars (150,000) Purchase Shares, provided that the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $500,000) of Purchase Shares 0.10 and subject to adjustment as set forth below in this Section 2(a) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “"Regular Purchase Share Limit”"), at the Purchase Price on the Purchase Date (each such purchase, purchase a “"Regular Purchase”"); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Seven to: (i) Two Hundred Fifty Thousand Dollars ($750,000200,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $10.00 1.00, (ii) Two Hundred Fifty Thousand (250,000) Purchase Shares, if the Closing Sale Price of the Common Stock on such the applicable Purchase Date is not below $2.00 and (as iii) Three Hundred Thousand (300,000) Purchase Shares if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $3.00 (all of which share and dollar amounts shall be appropriately proportionately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); provided, and (ii) however, that if, after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to the Investor a Regular Purchase Notice hereunder for a Purchase Amount (calculated by multiplying (X) the number of Purchase Shares equal to the Fully Adjusted Regular Purchase Share Limit, by (Y) the Purchase Price per Purchase Share covered by such Regular Purchase Notice on the applicable Purchase Date therefor) equal to or greater than the Alternate Adjusted Regular Purchase Share Limit, the Regular Purchase Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be increased adjusted to up equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice; and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase, other than any Regular Purchase with respect to One which an Alternate Adjusted Regular Purchase Share Limit shall apply, shall not exceed Two Million Dollars ($1,000,0002,000,000) of Purchase Sharesand provided, provided further, however, that the Closing Sale Price parties may mutually agree at any time to increase the dollar amount of any Regular Purchase on any Purchase Date to a dollar amount greater than the Common Stock is not below $12.50 on such Purchase Datelimit then in effect. If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio only with respect to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided provided, however, that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver a Regular Purchase Notices Notice to the Investor as often as every on any Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) provided the Company has not failed to deliver Purchase Shares for all the most recent prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, the Investor as DWAC Shares in accordance with this AgreementPurchase. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following the consummation of the Merger and upon Upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) and thereafter), the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Seventy-Five Hundred Thousand Dollars ($500,00075,000) Purchase Shares (such maximum number of Purchase Shares subject to adjustment Shares, as set forth below in this Section 2(a) (as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) if, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to the Investor a Regular Purchase Notice hereunder for a Purchase Amount equal to or greater than the Alternate Adjusted Regular Purchase Share Limit, the Alternate Adjusted Regular Purchase Share Limit shall be increased to up to Seven Hundred Fifty Thousand Dollars ($750,000) apply in lieu of the Fully Adjusted Regular Purchase SharesShare Limit; and provided, provided further, however, that the Closing Sale Price of the Common Stock is not below $10.00 on such Investor’s committed obligation under any single Regular Purchase, other than any Regular Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (ii) the with respect to which an Alternate Adjusted Regular Purchase Share Limit shall be increased to up to One apply, shall not exceed Two Million Dollars ($1,000,0002,000,000) of Purchase Sharesand provided, provided further, however, that the Closing Sale Price of parties may mutually agree to increase the Common Stock is not below $12.50 on such Purchase Date. If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) of Purchase Shares which the Company is permitted to include in such Regular Purchase NoticeShare Limit. The Company may deliver multiple Regular Purchase Notices to the Investor in a day as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) the Company has not failed to deliver Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, by the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any a Regular Purchase Notices Notice to the Investor during the PEA Period.

Commencement of Regular Sales of Common Stock. Following On the consummation date of the Merger and this Agreement, upon the satisfaction of the conditions set forth in Sections 7 7(I) and 8 8(I) hereof, the Company shall sell to the Investor and the Investor shall purchase 150,376 Purchase Shares (such initial Purchase Shares, the “Initial Purchase Shares”) for aggregate consideration of $400,000 (the “Initial Purchase Amount”). Upon the satisfaction of all of the conditions set forth in Sections 7(II) and 8(II) hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Five Hundred Thirty Thousand Dollars ($500,00030,000) of Purchase Shares subject to adjustment as set forth below in this Section 2(a) (as it may be adjusted below, the each such purchase a “Regular Purchase Share LimitPurchase”), at the Purchase Price on the Purchase Date (each such purchase, a “Regular Purchase”)Date; provided, however, that (i) the Regular Purchase Share Limit shall may be increased to up to Seven Hundred Fifty Forty-Five Thousand Dollars ($750,00045,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $10.00 4.00 on such the Purchase Date (as appropriately adjusted for any reorganizationDate, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (ii) the Regular Purchase Share Limit shall may be increased to up to One Million Dollars Sixty Thousand ($1,000,00060,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $12.50 5.00 on such the Purchase Date, and (iii) the Regular Purchase may be increased to up to Eighty Thousand (80,000) Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $6.00 on the Purchase Date (all of which share and dollar amounts shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction); and provided, further, that the Investor’s committed obligation under any single Regular Purchase shall not exceed One Million Dollars ($1,000,000). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver multiple Regular Purchase Notices to the Investor as often as every Business Day, so long as at least one (i1) the Closing Sale Price of the Common Stock on such Business Day is not less than has passed since the Floor Price and (ii) the Company has not failed to deliver most recent Regular Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, the Investor as DWAC Shares in accordance with this Agreementwas completed. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following Within one (1) Business Day following the consummation execution of this Agreement, the Investor shall purchase from the Company 200,000 Purchase Shares (such purchase the "Initial Purchase" and such Purchase Shares are referred to herein as "Initial Purchase Shares”) together with warrants to purchase 200,000 shares of Common Stock (the “Warrants” and the shares of Common Stock issuable upon exercise of such Warrants, the “Warrant Shares”) and upon receipt of such Purchase Shares and Warrants pay to the Company the sum of $100,000 via wire transfer. The Warrants shall be in the form of Exhibit F hereto. The Warrants shall be exercisable for five years and 100,000 of the Merger Warrants shall have an exercise price of $1.25 per share and upon 100,000 shall have an exercise price of $1.75 per share. The Initial Purchase Shares shall be issued in certificated form and (subject to Section 6 hereof) shall bear only the restrictive legend set forth in Section 5(a) hereof. At any time on or after the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) and thereafter, the Company shall have the right, right but not the obligation, obligation to direct the Investor, Investor by its delivery to the Investor of a Regular Purchase Notice from time to time, time to buy Purchase Shares (each such purchase a “Regular Purchase”) in any amount up to Twenty Five Hundred Thousand Dollars ($500,00025,000.00) of per Regular Purchase Shares subject to adjustment as set forth below in this Section 2(a) Notice (as it may be adjusted below, the “Regular Purchase Share LimitAmount”), ) at the Purchase Price on the Purchase Date (each such purchase, a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Seven Hundred Fifty Thousand Dollars ($750,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $10.00 on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (ii) the Regular Purchase Share Limit shall be increased to up to One Million Dollars ($1,000,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $12.50 on such Purchase Date. If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver multiple Regular Purchase Notices to the Investor as often as every Business Day, so long as at least two (i2) Business Days have passed since the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) the Company has not failed to deliver Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any most recent Regular Purchase Notices during the PEA Periodwas completed.

Commencement of Regular Sales of Common Stock. Following the consummation of the Merger and upon Upon the satisfaction of all of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Thirty-Five Hundred Thousand Dollars ($500,00035,000) of Purchase Shares Shares, subject to adjustment as set forth below in this Section 2(a) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Seven Hundred Fifty Forty Thousand Dollars ($750,00040,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $6.00, (ii) the Regular Purchase Share Limit shall be increased to Forty-Five Thousand (45,000) Purchase Shares, if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $8.00, and (iii) the Regular Purchase Share Limit shall be increased to Fifty Thousand (50,000) Purchase Shares, if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $10.00 on such Purchase Date (as all of which share and dollar amounts shall be appropriately proportionately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); provided that if, and (ii) after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to the Investor a Regular Purchase Notice hereunder for a Purchase Amount (calculated by multiplying (X) the number of Purchase Shares equal to the Fully Adjusted Regular Purchase Share Limit, by (Y) the Purchase Price per Purchase Share covered by such Regular Purchase Notice on the applicable Purchase Date therefor) equal to or greater than One Hundred Fifty Thousand Dollars ($150,000), the Regular Purchase Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be increased adjusted to up equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice); and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase, other than any Regular Purchase with respect to which an Alternate Adjusted Regular Purchase Share Limit shall apply, shall not exceed One Million Dollars ($1,000,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $12.50 on such Purchase Date). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided provided, however, that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver a Regular Purchase Notices Notice to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) the Company has not failed to deliver all Purchase Shares for subject to all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, by the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices to the Investor during the PEA Period.

Commencement of Regular Sales of Common Stock. Following the consummation of the Merger and upon Upon the satisfaction of all of the conditions set forth in Sections 7 7(II) and 8 8(II) hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Five Hundred Ten Thousand Dollars ($500,00010,000) of Purchase Shares Shares, subject to adjustment as set forth below in this Section 2(a2(b) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Seven Hundred Fifty to: (i) Fifteen Thousand Dollars ($750,00015,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $10.00 4.50, (ii) Twenty Thousand (20,000) Purchase Shares, if the Closing Sale Price of the Common Stock on such the applicable Purchase Date is not below $5.00, (as iii) Twenty-Five Thousand (25,000) Purchase Shares, if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $6.00, and (iv) Thirty Thousand (30,000) Purchase Shares, if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $7.00 (all of which share and dollar amounts shall be appropriately proportionately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); provided that if, and (ii) after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit shall be increased therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to up the Investor a Regular Purchase Notice hereunder for a Purchase Amount (calculated by multiplying (X) the number of Purchase Shares equal to One Million the Fully Adjusted Regular Purchase Share Limit, by (Y) the Purchase Price per Purchase Share covered by such Regular Purchase Notice on the applicable Purchase Date therefor) equal to or greater than Seventy-Five Thousand Dollars ($1,000,000) 75,000), the Regular Purchase Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be adjusted to equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase SharesDate for such Regular Purchase Notice); and provided, provided further, however, that the Closing Sale Price of the Common Stock is Investor’s committed obligation under any single Regular Purchase, other than any Regular Purchase with respect to which an Alternate Adjusted Regular Purchase Share Limit shall apply, shall not below exceed Seven Hundred Fifty Thousand Dollars ($12.50 on such Purchase Date750,000). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided provided, however, that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver a Regular Purchase Notices Notice to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) the Company has not failed to deliver Purchase Shares for all the most recent prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on Purchase. Notwithstanding the same Business Day as the applicable Purchase Date, have theretofore been received byforegoing, the Company shall not deliver a Regular Purchase Notice to the Investor as DWAC Shares in accordance with this Agreementon any Purchase Date that the Closing Sale Price of the Common Stock is less than the Floor Price. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following the consummation of the Merger and upon Upon the satisfaction of all of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Five Hundred Fifty Thousand Dollars ($500,00050,000) of Purchase Shares Shares, subject to adjustment as set forth below in this Section 2(a) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Seven Hundred Fifty Eighty Thousand Dollars ($750,00080,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $10.00 on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction)1.00, and (ii) the Regular Purchase Share Limit shall be increased to up to One Million Dollars Hundred Thousand ($1,000,000100,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $12.50 1.50 (all of which share and dollar amounts shall be appropriately proportionately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction; provided that if, after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to the Investor a Regular Purchase Notice hereunder for a Purchase Amount (calculated by multiplying (X) the number of Purchase Shares equal to the Fully Adjusted Regular Purchase Share Limit, by (Y) the Purchase Price per Purchase Share covered by such Regular Purchase Notice on the applicable Purchase Date therefor) equal to or greater than One Hundred Thousand Dollars ($100,000), the Regular Purchase Share Limit for such Regular Purchase DateNotice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be adjusted to equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice); and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase, other than any Regular Purchase with respect to which an Alternate Adjusted Regular Purchase Share Limit shall apply, shall not exceed One Million Dollars ($1,000,000). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided provided, however, that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver a Regular Purchase Notices Notice to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) the Company has not failed to deliver all Purchase Shares for subject to all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, by the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices to the Investor during the PEA Period.

Commencement of Regular Sales of Common Stock. Following Beginning one (1) Business Day following the consummation of the Merger and upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) Date and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Five One Hundred Thousand Dollars ($500,000100,000) of Purchase Shares Shares, subject to adjustment as set forth below in this Section 2(a2(b) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Seven to: (i) One Hundred Fifty Thousand Dollars ($750,000150,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $10.00 4.50; and (ii) Two Hundred Thousand (200,000) Purchase Shares, if the Closing Sale Price of the Common Stock on such the applicable Purchase Date is not below $6.00 (as all of which share and dollar amounts shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); provided that if, and (ii) after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to the Investor a Regular Purchase Notice hereunder for a Purchase Amount (calculated by multiplying (X) the number of Purchase Shares equal to the Fully Adjusted Regular Purchase Share Limit, by (Y) the Purchase Price per Purchase Share covered by such Regular Purchase Notice on the applicable Purchase Date therefor) equal to or greater than One Hundred Fifty Thousand Dollars ($150,000), the Regular Purchase Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be increased adjusted to up equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice; and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase, other than any Regular Purchase with respect to One which an Alternate Adjusted Regular Purchase Share Limit shall apply, shall not exceed Two Million Dollars ($1,000,0002,000,000) of Purchase Sharesand provided, provided further, however, that the Closing Sale Price of parties may mutually agree to increase the Common Stock is not below $12.50 on such Regular Purchase DateShare Limit during a Business Day. If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided provided, however, that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver Regular Purchase Notices to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) the Company has not failed to deliver Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, by the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any a Regular Purchase Notices Notice to the Investor during the PEA Period.

Commencement of Regular Sales of Common Stock. Following the consummation of the Merger and upon Beginning one (1) Business Day following the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to timetime on any Purchase Date on which the Closing Sale Price is not below the Floor Price, to purchase up to Two Hundred Twenty-Five Hundred Thousand Dollars ($500,000225,000) of Purchase Shares Shares, subject to adjustment as set forth below in this Section 2(a) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Seven to: (i) Two Hundred Fifty Thousand Dollars ($750,000250,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $10.00 6.00 and (ii) Two Hundred Seventy-Five Thousand (275,000) Purchase Shares, if the Closing Sale Price of the Common Stock on such the applicable Purchase Date is not below $8.00 (as all of which share and dollar amounts shall be appropriately proportionately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); provided that if, and (ii) after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to the Investor a Regular Purchase Notice hereunder for a Purchase Amount (calculated by multiplying (X) the number of Purchase Shares equal to the Fully Adjusted Regular Purchase Share Limit, by (Y) the Purchase Price per Purchase Share covered by such Regular Purchase Notice on the applicable Purchase Date therefor) equal to or greater than the Alternate Adjusted Regular Purchase Share Limit, the Regular Purchase Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be increased adjusted to up equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice; and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase, other than any Regular Purchase with respect to One which an Alternate Adjusted Regular Purchase Share Limit shall apply, shall not exceed Two Million Five Hundred Thousand Dollars ($1,000,0002,500,000) and provided, further, however, that the parties may mutually agree at any time to increase the share amount of any Regular Purchase on the applicable Purchase Date to a share amount greater than the limit then in effect and provided, further, however, any such increase shall not exceed Two Million (2,000,000) Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $12.50 on such Purchase Date. If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio only with respect to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided provided, however, that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver a Regular Purchase Notices Notice to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) the Company has not failed to deliver Purchase Shares for all the most recent prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, the Investor as DWAC Shares in accordance with this AgreementPurchase. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following the consummation of the Merger and upon Upon the satisfaction of all of the conditions set forth in Sections 7 7(II) and 8 8(II) hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Five One Hundred Thousand Dollars ($500,000100,000) of Purchase Shares Shares, subject to adjustment as set forth below in this Section 2(a2(b) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Seven One Hundred Fifty Thousand Dollars ($750,000150,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $10.00 on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction)1.00, and (ii) the Regular Purchase Share Limit shall be increased to up to One Million Dollars Two Hundred Thousand ($1,000,000200,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $12.50 1.50 (all of which share and dollar amounts shall be appropriately proportionately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction; provided that if, after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to the Investor a Regular Purchase Notice hereunder for a Purchase Amount (calculated by multiplying (X) the number of Purchase Shares equal to the Fully Adjusted Regular Purchase Share Limit, by (Y) the Purchase Price per Purchase Share covered by such Regular Purchase Notice on the applicable Purchase Date therefor) equal to or greater than Seventy-Five Thousand Dollars ($75,000), the Regular Purchase Share Limit for such Regular Purchase DateNotice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be adjusted to equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice); and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase (other than any Regular Purchase with respect to which an Alternate Adjusted Regular Purchase Share Limit shall apply) shall not exceed Fifty Thousand Dollars ($50,000), unless the median aggregate dollar value of the volume of shares of Common Stock traded on the Principal Market during the twenty (20) consecutive trading day period ending on the Purchase Date of the applicable Regular Purchase equals or exceeds One Hundred Thousand Dollars ($100,000), in which case the Investor’s committed obligation under such single Regular Purchase (other than any Regular Purchase with respect to which an Alternate Adjusted Regular Purchase Share Limit shall apply) shall not exceed Five Hundred Thousand Dollars ($500,000). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided provided, however, that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver a Regular Purchase Notices Notice to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Regular Purchase Floor Price and (ii) the Company has not failed to deliver all Purchase Shares for subject to all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, by the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices to the Investor during the PEA Period.

Commencement of Regular Sales of Common Stock. Following the consummation of the Merger and upon Upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”), the Investor shall purchase $2,000,000 worth of Purchase Shares (such purchase the “Initial Purchase” and such Purchase Shares are referred herein as “Initial Purchase Shares”) and thereafterat a price equal to $0.60530 per share. Beginning one (1) Business Day following the Commencement Date, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Five Hundred Thousand Dollars ($500,000) of Purchase Shares subject to adjustment as set forth below in this Section 2(a(which amount shall be appropriately adjusted for any NY 242966585v3 reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) (as it may be adjusted below, the each such purchase a “Regular Purchase Share LimitPurchase”), at the Purchase Price on the Purchase Date (each such purchase, a “Regular Purchase”)Date; provided, however, that (i) the Investor’s committed obligation under any single Regular Purchase Share Limit shall be increased to up to Seven Hundred Fifty Thousand not exceed One Million Dollars ($750,0001,000,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $10.00 on such Purchase Date (as which amount shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (ii) unless the parties mutually agree to increase the dollar amount of any Regular Purchase Share Limit shall be increased to up to One Million Dollars ($1,000,000) of on any Purchase Shares, provided that Date at the Closing Sale Price of the Common Stock is not below $12.50 on such applicable Purchase DatePrice. If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver multiple Regular Purchase Notices to the Investor as often as every Business Day, so long as at least one (i1) the Closing Sale Price of the Common Stock on such Business Day is not less than has passed since the Floor Price and (ii) the Company has not failed to deliver Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any most recent Regular Purchase Notices during the PEA Periodwas completed.

Commencement of Regular Sales of Common Stock. Following the consummation of the Merger and upon Beginning one Business Day following the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the ( “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to timetime on any Purchase Date on which the Closing Sale Price is not below the Floor Price, to purchase up to Five Hundred Twenty Thousand Dollars ($500,00020,000) of Purchase Shares Shares, subject to adjustment as set forth below in this Section 2(a2(b) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Seven Hundred Fifty to: (i) Thirty Thousand Dollars ($750,00030,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $10.00 5.00, (ii) Forty Thousand (40,000) Purchase Shares, if the Closing Sale Price of the Common Stock on such the applicable Purchase Date is not below $7.50 (as all of which share and dollar amounts shall be appropriately proportionately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), ) and (iiiii) the Regular Purchase Share Limit shall be increased to up to One Million Dollars Fifty Thousand ($1,000,00050,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $12.50 10.00; provided that if, after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to the Investor a Regular Purchase Notice hereunder for a Purchase Amount (calculated by multiplying (X) the number of Purchase Shares equal to the Fully Adjusted Regular Purchase Share Limit, by (Y) the Purchase Price per Purchase Share covered by such Regular Purchase Notice on the applicable Purchase Date therefor) equal to or greater than the Alternate Adjusted Regular Purchase Share Limit, the Regular Purchase Share Limit for such Regular Purchase DateNotice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be adjusted to equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice; and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase, other than any Regular Purchase with respect to which an Alternate Adjusted Regular Purchase Share Limit shall apply, shall not exceed One Million Dollars ($1,000,000) and provided, further, however, that the parties may mutually agree at any time to increase the dollar amount of any Regular Purchase on any Purchase Date to a dollar amount greater than the limit then in effect. If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio only with respect to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided provided, however, that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver a Regular Purchase Notices Notice to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) the Company has not failed to deliver Purchase Shares for all the most recent prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, the Investor as DWAC Shares in accordance with this AgreementPurchase. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following Beginning one (1) Business Day following the consummation of the Merger and upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) Date and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Five One Hundred Thousand Dollars ($500,000100,000) of Purchase Shares Shares, subject to adjustment as set forth below in this Section 2(a2(b) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) if, after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit shall be increased therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to up the Investor a Regular Purchase Notice hereunder for a Purchase Amount (calculated by multiplying (X) the number of Purchase Shares equal to Seven the Fully Adjusted Regular Purchase Share Limit, by (Y) the Purchase Price per Purchase Share covered by such Regular Purchase Notice on the applicable Purchase Date therefor) equal to or greater than One Hundred Fifty Thousand Dollars ($750,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $10.00 on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction150,000), and (ii) the Regular Purchase Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be increased adjusted to equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice; and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase, other than any Regular Purchase with respect to which an Alternate Adjusted Regular Purchase Share Limit shall apply, shall not exceed Two Million and Five Hundred Thousand Dollars ($2,500,000) and provided, further, however, that the parties may mutually agree (i) to increase the Regular Purchase Share Limit to up to One Million Dollars 500,000 Purchase Shares on any Purchase Date or ($1,000,000ii) of deliver multiple Regular Purchase Shares, provided that Notices to the Closing Sale Price of the Common Stock is not below $12.50 on such Purchase DateInvestor during a Business Day. If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided provided, however, that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver Regular Purchase Notices to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) the Company has not failed to deliver Purchase Shares for all the most recent prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, the Investor as DWAC Shares in accordance with this AgreementPurchase. Notwithstanding the foregoing, the Company shall not deliver any a Regular Purchase Notices Notice to the Investor (i) on any Purchase Date that the Closing Sale Price of the Common Stock is less than the Floor Price or (ii) during the PEA Period.

Commencement of Regular Sales of Common Stock. Following From the consummation of the Merger and upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) Date and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Five Three Hundred Thousand Dollars ($500,000300,000) of Purchase Shares Shares, subject to adjustment as set forth below in this Section 2(a) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time on any Purchase Date that the Closing Sale Price of the Common Stock is not below the Floor Price, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Seven Three Hundred Fifty Thousand Dollars ($750,000350,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $10.00 0.50 and (ii) the Regular Purchase Share Limit shall be increased to Four Hundred Thousand (400,000) Purchase Shares, if the Closing Sale Price of the Common Stock on such the applicable Purchase Date is not below $0.75 (as all of which share and dollar amounts shall be appropriately proportionately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction)transaction that occurs on or after the date of this Agreement; provided that if, and (ii) after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit shall be increased therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to up the Investor a Regular Purchase Notice hereunder for a Purchase Amount (calculated by multiplying (X) the number of Purchase Shares equal to the Fully Adjusted Regular Purchase Share Limit, by (Y) the Purchase Price per Purchase Share covered by such Regular Purchase Notice on the applicable Purchase Date therefor) equal to or greater than One Million Hundred Fifty Thousand Dollars ($1,000,000) 150,000), the Regular Purchase Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be adjusted to equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase SharesDate for such Regular Purchase Notice); provided, provided further, however, that the Closing Sale Price of parties may mutually agree to increase the Common Stock is not below $12.50 on such Regular Purchase DateShare Limit for any Regular Purchase up to Two Million Five Hundred Thousand (2,500,000) shares. If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided provided, however, that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver multiple Regular Purchase Notices to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) the Company has not failed to deliver Purchase Shares for all the most recent prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, the Investor as DWAC Shares in accordance with this AgreementPurchase. Notwithstanding the foregoing, the Company shall not deliver any a Regular Purchase Notices Notice to the Investor during the PEA Period.

Commencement of Regular Sales of Common Stock. Following the consummation of the Merger and upon Upon the satisfaction of all of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Five Hundred Sixty Thousand Dollars ($500,00060,000) of Purchase Shares Shares, subject to adjustment as set forth below in this Section 2(a) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Seven Hundred Fifty to: (i) Eighty Thousand Dollars ($750,00080,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $10.00 5.50, and (ii) One Hundred Twenty Thousand (120,000) Purchase Shares, if the Closing Sale Price of the Common Stock on such the applicable Purchase Date is not below $7.00 (as all of which share and dollar amounts shall be appropriately proportionately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); provided that if, and (ii) after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to the Investor a Regular Purchase Notice hereunder for a Purchase Amount (calculated by multiplying (X) the number of Purchase Shares equal to the Fully Adjusted Regular Purchase Share Limit, by (Y) the Purchase Price per Purchase Share covered by such Regular Purchase Notice on the applicable Purchase Date therefor) equal to or greater than One Hundred Fifty Thousand Dollars ($150,000), the Regular Purchase Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be increased adjusted to up equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice); and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase, other than any Regular Purchase with respect to One which an Alternate Adjusted Regular Purchase Share Limit shall apply, shall not exceed Two Million Dollars ($1,000,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $12.50 on such Purchase Date2,000,000). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided provided, however, that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver a Regular Purchase Notices Notice to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) the Company has not failed to deliver all Purchase Shares for subject to all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, by the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices to the Investor during the PEA Period.

Commencement of Regular Sales of Common Stock. Following the consummation of the Merger and upon Upon the satisfaction of all of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Twenty-Five Hundred Thousand Dollars ($500,00025,000) of Purchase Shares subject to adjustment as set forth below in this Section 2(a) (as it may be adjusted below, the each such purchase a “Regular Purchase Share LimitPurchase”), at the Purchase Price on the Purchase Date (each such purchase, a “Regular Purchase”)Date; provided, however, that (i) the Regular Purchase Share Limit shall may be increased to up to Seven Hundred Fifty Forty Thousand Dollars ($750,00040,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $10.00 0.75 on such the Purchase Date (as appropriately adjusted for any reorganizationDate, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (ii) the Regular Purchase Share Limit shall may be increased to up to One Million Dollars Sixty Thousand ($1,000,00060,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $12.50 1.00 on such the Purchase Date, and (iii) the Regular Purchase may be increased to up to Eighty Thousand (80,000) Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $1.25 on the Purchase Date (all of which share and dollar amounts shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction); and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase shall not exceed Five Hundred Thousand Dollars ($500,000). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver multiple Regular Purchase Notices to the Investor as often as every Business Day, so long as at least one (i1) the Closing Sale Price of the Common Stock on such Business Day is not less than has passed since the Floor Price and (ii) the Company has not failed to deliver most recent Regular Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, the Investor as DWAC Shares in accordance with this Agreementwas completed. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following Beginning one (1) Business Day following the consummation of the Merger and upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) Date and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Five Two Hundred Thousand Dollars ($500,000200,000) of Purchase Shares Shares, subject to adjustment as set forth below in this Section 2(a2(b) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Seven Two Hundred Fifty Twenty-Five Thousand Dollars ($750,000225,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $10.00 on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction)2.00, and (ii) the Regular Purchase Share Limit shall be increased to up to One Million Dollars Two Hundred Fifty Thousand ($1,000,000250,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $12.50 3.00 (all of which share and dollar amounts shall be appropriately proportionately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction; provided that if, after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would cause the Company to deliver to the Investor a Regular Purchase Notice hereunder for a Purchase Amount (calculated by multiplying (X) the number of Purchase Shares equal to the Fully Adjusted Regular Purchase Share Limit, by (Y) the Purchase Price per Purchase Share covered by such Regular Purchase Notice on the applicable Purchase Date therefor) equal to or greater than Two Million Dollars ($2,000,000), the Regular Purchase Share Limit for such Regular Purchase DateNotice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be adjusted to equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided provided, however, that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver a Regular Purchase Notices Notice to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) the Company has not failed breached its obligation to deliver Purchase Shares for all the most recent prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, the Investor as DWAC Shares in accordance with this AgreementPurchase. Notwithstanding the foregoing, the Company shall not deliver any a Regular Purchase Notices Notice to the Investor (i) on any Purchase Date that the Closing Sale Price of the Common Stock is less than the Floor Price or (ii) during the PEA Period.

Commencement of Regular Sales of Common Stock. Following Beginning one Business Day following the consummation of the Merger and upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) Date and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Five Hundred Fifty Thousand Dollars (50,000) Purchase Shares, if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $500,000) of Purchase Shares 0.50, subject to adjustment as set forth below in this Section 2(a2(b) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Seven Hundred Fifty to: (i) Seventy Five Thousand Dollars ($750,00075,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $10.00 4.00, (ii) One Hundred Thousand (100,000) Purchase Shares, if the Closing Sale Price of the Common Stock on such the applicable Purchase Date is not below $5.00, and (as iii) One Hundred Twenty Five Thousand (125,000) Purchase Shares, if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $6.00 (all of which share and dollar amounts shall be appropriately proportionately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); provided that if, and (ii) after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to the Investor a Regular Purchase Notice hereunder for a Purchase Amount (calculated by multiplying (X) the number of Purchase Shares equal to the Fully Adjusted Regular Purchase Share Limit, by (Y) the Purchase Price per Purchase Share covered by such Regular Purchase Notice on the applicable Purchase Date therefor) equal to or greater than the Alternate Adjusted Regular Purchase Share Limit, the Regular Purchase Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be increased adjusted to up equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice); and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase, other than any Regular Purchase with respect to One which an Alternate Adjusted Regular Purchase Share Limit shall apply, shall not exceed Two Million Dollars ($1,000,0002,000,000) of Purchase Sharesand provided, provided further, however, that the Closing Sale Price parties may mutually agree to increase the Regular Purchase Share Limit for any Regular Purchase up to 1,000,000 shares of the Common Stock is not below $12.50 on such more than the Regular Purchase DateShare limit then in effect. If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio only with respect to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided provided, however, that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver a Regular Purchase Notices Notice to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) the Company has not failed to deliver Purchase Shares for all the most recent prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, the Investor as DWAC Shares in accordance with this AgreementPurchase. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following the consummation of the Merger and upon Upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Seventy-Five Hundred Thousand Dollars ($500,00075,000) of Purchase Shares subject to adjustment as set forth below in this Section 2(a) (as it may be adjusted below, the each such purchase a “Regular Purchase Share LimitPurchase”), at the Purchase Price on the Purchase Date (each such purchase, a “Regular Purchase”)Date; provided, however, that (i) the Regular Purchase Share Limit shall may be increased to up to Seven One Hundred Fifty Thousand Dollars ($750,000100,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $10.00 3.00 on such the Purchase Date (as appropriately adjusted for any reorganizationDate, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (ii) the Regular Purchase Share Limit shall may be increased to up to One Million Dollars Hundred Twenty-Five Thousand ($1,000,000125,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $12.50 3.50 on such the Purchase Date, and (iii) the Regular Purchase may be increased to up to One Hundred Fifty Thousand (150,000) Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $4.00 on the Purchase Date (all of which amounts shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction); and provided, further, that the Investor’s committed obligation under any single Regular Purchase shall not exceed Seven Hundred Fifty Thousand Dollars ($750,000), unless the parties mutually agree to increase the dollar amount of any Regular Purchase on any Purchase Date at the applicable Purchase Price. If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver multiple Regular Purchase Notices to the Investor as often as every Business Day, so long as at least one (i1) the Closing Sale Price of the Common Stock on such Business Day is not less than has passed since the Floor Price and (ii) the Company has not failed to deliver Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any most recent Regular Purchase Notices during the PEA Periodwas completed.

Commencement of Regular Sales of Common Stock. Following the consummation of the Merger and upon Upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to timetime on any Purchase Date that the Closing Sale Price of the Common Stock is not below the Floor Price, to purchase up to Five One Hundred Thousand Dollars ($500,000100,000) Purchase Shares (such maximum number of Purchase Shares subject to adjustment Shares, as set forth below in this Section 2(a) (as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall may be increased to up to Seven Two Hundred Fifty Thousand Dollars ($750,000200,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $10.00 1.00 on such the Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction)Date, and (ii) the Regular Purchase Share Limit shall may be increased to up to One Million Dollars Two Hundred Fifty Thousand ($1,000,000250,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $12.50 4.00 on such the Purchase Date. If ; provided that if, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company delivers any from delivering to the Investor a Regular Purchase Notice hereunder for a Purchase Amount in excess of equal to or greater than the limitations contained in the immediately preceding sentence, such Alternate Adjusted Regular Purchase Notice shall be void ab initio to Share Limit, the extent, and only to the extent, of the amount by which the number of Purchase Shares set forth in such Alternate Adjusted Regular Purchase Notice exceeds Share Limit shall apply; and provided, further, however, that the dollar amount (based on the applicable Purchase Price) of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewithInvestor’s committed obligation under any single Regular Purchase, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such other than any Regular Purchase Notice; provided that the Investor shall remain obligated with respect to purchase the dollar amount (based on the applicable Purchase Price) of Purchase Shares which the Company is permitted to include in such an Alternate Adjusted Regular Purchase NoticeShare Limit shall apply, shall not exceed Two Million Dollars ($2,000,000). The Company may deliver multiple Regular Purchase Notices to the Investor in a day as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) the Company has not failed to deliver Purchase Shares for all each prior Regular PurchasesPurchase, Accelerated Purchases Purchase and Additional Accelerated PurchasesPurchase, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, by the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any a Regular Purchase Notices Notice to the Investor during the PEA Period.

Commencement of Regular Sales of Common Stock. Following the consummation of the Merger and upon Upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Five Hundred Fifty Thousand Dollars ($500,00050,000) of Purchase Shares subject to adjustment as set forth below in this Section 2(a) (as it may be adjusted below, the each such purchase a “Regular Purchase Share LimitPurchase”), at the Purchase Price on the Purchase Date (each such purchase, a “Regular Purchase”)Date; provided, however, that (i) the Regular Purchase Share Limit shall may be increased to up to Seven Hundred Fifty Seventy-Five Thousand Dollars ($750,00075,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $10.00 1.00 on such the Purchase Date (as appropriately adjusted for any reorganizationDate, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (ii) the Regular Purchase Share Limit shall may be increased to up to One Million Dollars Hundred Thousand ($1,000,000100,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $12.50 1.50 on such the Purchase Date, (iii) the Regular Purchase may be increased to up to One Hundred Twenty-Five Thousand (125,000) Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $2.00 on the Purchase Date, and (iv) the Regular Purchase may be increased to up to One Hundred Fifty Thousand (150,000) Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $2.50 on the Purchase Date (all of which share and dollar amounts shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction); provided, further, however, that the Investor’s committed obligation under any single Regular Purchase shall not exceed Five Hundred Thousand Dollars ($500,000). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number amount of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver multiple Regular Purchase Notices to the Investor as often as every Business Day, so long as at least one (i1) the Closing Sale Price of the Common Stock on such Business Day is not less than has passed since the Floor Price and (ii) the Company has not failed to deliver most recent Regular Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, the Investor as DWAC Shares in accordance with this Agreementwas completed. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following the consummation of the Merger and upon Upon the satisfaction of all of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Five One Hundred Fifty Thousand Dollars ($500,000150,000) of Purchase Shares subject to adjustment as set forth below in this Section 2(a) (as it may be adjusted below, the each such purchase a “Regular Purchase Share LimitPurchase”), at the Purchase Price on the Purchase Date (each such purchase, a “Regular Purchase”)Date; provided, however, that (i) the Regular Purchase Share Limit shall may be increased to up to Seven One Hundred Fifty Seventy-Five Thousand Dollars ($750,000175,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $10.00 0.75 on such the Purchase Date (as appropriately adjusted for any reorganizationDate, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (ii) the Regular Purchase Share Limit shall may be increased to up to One Million Dollars Two Hundred Thousand ($1,000,000200,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $12.50 1.00 on such the Purchase Date, and (iii) the Regular Purchase may be increased to up to Two Hundred Fifty Thousand (250,000) Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $1.50 on the Purchase Date (all of which share and dollar amounts shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction); and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase shall not exceed One Million Dollars ($1,000,000). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver multiple Regular Purchase Notices to the Investor as often as every Business Day, so long as at least one (i1) the Closing Sale Price of the Common Stock on such Business Day is not less than has passed since the Floor Price and (ii) the Company has not failed to deliver Purchase Shares for all most recent prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, the Investor as DWAC Shares in accordance with this AgreementNotice was delivered. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following the consummation of the Merger and upon Upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) and thereafter), the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Five One Hundred Thousand Dollars ($500,000100,000) of Purchase Shares subject to adjustment as set forth below in this Section 2(a) (as it may be adjusted below, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit which amount shall be increased to up to Seven Hundred Fifty Thousand Dollars ($750,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $10.00 on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividenddividend on the Common Stock, stock splitCommon Stock split or other similar transaction) (each such purchase a “Regular Purchase”), reverse stock at the Purchase Price on the Purchase Date; provided, however, that the Investor’s committed obligation under any single Regular Purchase shall not exceed Two Hundred Fifty Thousand Dollars ($250,000) (which amount shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend on the Common Stock, Common Stock split or other similar transaction), and (ii) unless the parties mutually agree to increase the dollar amount of any Regular Purchase Share Limit shall be increased to up to One Million Dollars ($1,000,000) of on any Purchase Shares, provided that Date at the Closing Sale Price of the Common Stock is not below $12.50 on such applicable Purchase DatePrice. If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver one Regular Purchase Notices Notice to the Investor as often as every Business Day, so long as at least one (i1) Business Day has passed since the most recent Regular Purchase was completed; provided, however, the Company may not deliver a Regular Purchase Notice within three (3) Business Days of a prior Regular Purchase Notice if the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) the Company has not failed to deliver Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any Date of such subsequent Regular Purchase Notices during Notice is less than 97% of the PEA PeriodClosing Sale Price on the Business Day immediately prior to the Purchase Date of such subsequent Regular Purchase Notice (such proviso shall also apply to Accelerated Purchases).

Commencement of Regular Sales of Common Stock. Following Beginning one Business Day following the consummation of the Merger and upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) Date and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Five Hundred Fifty Thousand Dollars ($500,00050,000) of Purchase Shares if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $1.00, subject to adjustment as set forth below in this Section 2(a2(b) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “"Regular Purchase Share Limit”"), at the Purchase Price on the Purchase Date (each such purchase, purchase a “260613514 v9 "Regular Purchase”"); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Seven Hundred Fifty to: (i) Seventy-Five Thousand Dollars ($750,00075,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $7.50, and (ii) One Hundred Thousand (100,000) Purchase Shares, if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $10.00 on such Purchase Date (as all of which share and dollar amounts shall be appropriately proportionately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); provided that if, and (ii) after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to the Investor a Regular Purchase Notice hereunder for a Purchase Amount (calculated by multiplying (X) the number of Purchase Shares equal to the Fully Adjusted Regular Purchase Share Limit, by (Y) the Purchase Price per Purchase Share covered by such Regular Purchase Notice on the applicable Purchase Date therefor) equal to or greater than the Alternate Adjusted Regular Purchase Share Limit, the Regular Purchase Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be increased adjusted to up equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice; and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase, other than any Regular Purchase with respect to One which an Alternate Adjusted Regular Purchase Share Limit shall apply, shall not exceed Two Million Dollars ($1,000,0002,000,000) and provided, further, however, that the parties may mutually agree at any time to increase the any Regular Purchase Share Limit on any Purchase Date to a number of Purchase Shares, provided that Shares greater than the Closing Sale Price of the Common Stock is not below $12.50 on such Purchase Datelimit then in effect. If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio only with respect to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided provided, however, that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver a Regular Purchase Notices Notice to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) provided the Company has not failed to deliver Purchase Shares for all the most recent prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, the Investor as DWAC Shares in accordance with this AgreementPurchase. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following the consummation of the Merger and upon Upon the satisfaction of all of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Five Hundred Thirty Thousand Dollars ($500,00030,000) of Purchase Shares Shares, subject to adjustment as set forth below in this Section 2(a) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Seven Hundred Fifty Forty Thousand Dollars ($750,00040,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $10.00 1.00, (ii) the Regular Purchase Share Limit shall be increased to Sixty Thousand (60,000) Purchase Shares, if the Closing Sale Price of the Common Stock on such the applicable Purchase Date is not below $1.50, and (as iii) the Regular Purchase Share Limit shall be increased to Eighty Thousand (80,000) Purchase Shares, if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $2.00 (all of which share and dollar amounts shall be appropriately proportionately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); provided that if, and (ii) after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit shall be increased therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to up the Investor a Regular Purchase Notice hereunder for a Purchase Amount (calculated by multiplying (X) the number of Purchase Shares equal to the Fully Adjusted Regular Purchase Share Limit, by (Y) the Purchase Price per Purchase Share covered by such Regular Purchase Notice on the applicable Purchase Date therefor) equal to or greater than One Million Hundred Fifty Thousand Dollars ($1,000,000) 150,000), the Regular Purchase Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be adjusted to equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase SharesDate for such Regular Purchase Notice); and provided, provided further, however, that the Closing Sale Price of the Common Stock is Investor’s committed obligation under any single Regular Purchase, other than any Regular Purchase with respect to which an Alternate Adjusted Regular Purchase Share Limit shall apply, shall not below exceed Five Hundred Thousand Dollars ($12.50 on such Purchase Date500,000). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided provided, however, that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver a Regular Purchase Notices Notice to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) the Company has not failed to deliver all Purchase Shares for subject to all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, by the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices to the Investor during the PEA Period.

Commencement of Regular Sales of Common Stock. Following Beginning on the consummation of the Merger and upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) Date and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Five Hundred Twenty Thousand Dollars ($500,00020,000) of Purchase Shares Shares, subject to adjustment as set forth below in this Section 2(a2(b) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Seven Hundred Fifty to: (i) Forty Thousand Dollars ($750,00040,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $10.00 on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), 5.00 and (ii) the Regular Purchase Share Limit shall be increased to up to One Million Dollars Sixty Thousand ($1,000,00060,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $12.50 on such 6.00; provided that if, the Fully Adjusted Regular Purchase Date. If Share Limit then in effect would preclude the Company delivers any from delivering to the Investor a Regular Purchase Notice hereunder for a Purchase Amount equal to or greater than the Alternate Adjusted Regular Purchase Share Limit, the Alternate Adjusted Regular Purchase Share Limit shall apply in excess lieu of the limitations contained in the immediately preceding sentence, such Fully Adjusted Regular Purchase Notice shall be void ab initio to Share Limit; provided, further, however, that the extentInvestor’s committed obligation under any single Regular Purchase, and only to the extent, of the amount by which the number of Purchase Shares set forth in such other than any Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) of Purchase Shares with respect to which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such an Alternate Adjusted Regular Purchase Notice; provided Share Limit shall apply, shall not exceed Two Million Dollars ($2,000,000) and provided, further, however, that the Investor shall remain obligated parties may mutually agree to purchase increase the dollar amount (based on the applicable Purchase Price) of Purchase Shares which the Company is permitted to include in such Regular Purchase NoticeShare Limit for any Regular Purchase up to 500,000 shares of Common Stock more than the Regular Purchase Share limit then in effect. The Company may deliver multiple Regular Purchase Notices to the Investor in a day as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) the Company has not failed to deliver Purchase Shares for all prior Regular Purchases, Accelerated Purchases Purchases, and Additional Accelerated Purchases, as applicable, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, by the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following the consummation of the Merger and upon Upon the satisfaction of all of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Five Hundred Thirty Thousand Dollars ($500,00030,000) of Purchase Shares subject to adjustment as set forth below in this Section 2(a) (as it may be adjusted below, the each such purchase a “Regular Purchase Share LimitPurchase”), at the Purchase Price on the Purchase Date (each such purchase, a “Regular Purchase”)Date; provided, however, that (i) the Regular Purchase Share Limit shall may be increased to up to Seven Hundred Forty Thousand (40,000) Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $5.00 on the Purchase Date, (ii) the Regular Purchase may be increased to up to Fifty Thousand Dollars (50,000) Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $750,0006.00 on the Purchase Date, (iii) the Regular Purchase may be increased to up to Sixty Thousand (60,000) Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $7.50 on the Purchase Date, and (iv) the Regular Purchase may be increased to up to Seventy Thousand (70,000) Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $10.00 on such the Purchase Date (as all of which share and dollar amounts shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); and provided, and (ii) further, however, that the Investor’s committed obligation under any single Regular Purchase Share Limit shall be increased to up to not exceed One Million Dollars ($1,000,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $12.50 on such Purchase Date). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver multiple Regular Purchase Notices to the Investor as often as every Business Day, so long as at least one (i1) the Closing Sale Price of the Common Stock on such Business Day is not less than has passed since the Floor Price and (ii) the Company has not failed to deliver most recent Regular Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, the Investor as DWAC Shares in accordance with this Agreementwas completed. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following the consummation of the Merger and upon Beginning one Business Day following the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “CommencementClosing” and the date of satisfaction of such conditions the “Commencement Date”) and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Five Two Hundred Thousand Dollars ($500,000200,000) of Purchase Shares Shares, subject to adjustment as set forth below in this Section 2(a) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Seven to: (i) Three Hundred Fifty Thousand Dollars ($750,000300,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $10.00 0.75 and (ii) Four Hundred Thousand (400,000) Purchase Shares, if the Closing Sale Price of the Common Stock on such the applicable Purchase Date is not below $1.00 (as all of which share and dollar amounts shall be appropriately proportionately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); provided that if, and (ii) after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to the Investor a Regular Purchase Notice hereunder for a Purchase Amount (calculated by multiplying (X) the number of Purchase Shares equal to the Fully Adjusted Regular Purchase Share Limit, by (Y) the Purchase Price per Purchase Share covered by such Regular Purchase Notice on the applicable Purchase Date therefor) equal to or greater than the Alternate Adjusted Regular Purchase Share Limit, the Regular Purchase Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be increased adjusted to up equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice; and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase, other than any Regular Purchase with respect to One which an Alternate Adjusted Regular Purchase Share Limit shall apply, shall not exceed Two Million Dollars ($1,000,0002,000,000) of Purchase Sharesand provided, provided further, however, that the Closing Sale Price parties may mutually agree at any time to increase the dollar amount of any Regular Purchase on any Purchase Date to a dollar amount greater than the Common Stock is not below $12.50 on such Purchase Datelimit then in effect. If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio only with respect to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided provided, however, that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver a Regular Purchase Notices Notice to the Investor as often as every multiple times on the same Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) provided the Company has not failed to deliver Purchase Shares for all the most recent prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, the Investor as DWAC Shares in accordance with this AgreementPurchase. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following the consummation of the Merger and upon Upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”), the Investor shall purchase $5,000,000 worth of Purchase Shares (such purchase the “Initial Purchase” and such Purchase Shares the “Initial Purchase Shares”) and thereafterat a price equal to $1.79 per share. Beginning one (1) Business Day following the Commencement Date, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Five Two Hundred Thousand Dollars ($500,000200,000) of Purchase Shares subject to adjustment as set forth below in this Section 2(a) (as it may be adjusted below, the each such purchase a “Regular Purchase Share LimitPurchase”), at the Purchase Price on the Purchase Date (each such purchase, a “Regular Purchase”)Date; provided, however, that (i) the Regular Purchase Share Limit shall may be increased to up to Seven Two Hundred Fifty Thousand Dollars ($750,000250,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $10.00 3.00 on such the Purchase Date (as appropriately adjusted for any reorganizationDate, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (ii) the Regular Purchase Share Limit shall may be increased to up to One Million Dollars Three Hundred Thousand ($1,000,000300,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $12.50 4.00 on such the Purchase Date, and (iii) the Regular Purchase may be increased to up to Three Hundred Fifty Thousand (350,000) Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $5.00 on the Purchase Date (all of which share amounts shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction); and provided, further, that the Investor’s committed obligation under any single Regular Purchase shall not exceed Two Million Dollars ($2,000,000) (which amount shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction), unless the parties mutually agree to increase the dollar amount of any Regular Purchase on any Purchase Date at the applicable Purchase Price. If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver multiple Regular Purchase Notices to the Investor as often as every Business Day, so long as at least one (i1) the Closing Sale Price of the Common Stock on such Business Day is not less than has passed since the Floor Price and (ii) the Company has not failed to deliver Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by, the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any most recent Regular Purchase Notices during the PEA Periodwas completed.