Common use of Delisting; Suspension Clause in Contracts

Delisting; Suspension. If at any time during the Open Period or within thirty (30) calendar days after the end of the Open Period, (i) the Registration Statement, after it has been declared effective, shall not remain effective and available for sale of all the Registerable Securities, (ii) the Common Stock shall not be listed on the Principal Market or shall have been suspended from trading thereon (excluding suspensions of not more than one trading day resulting from business announcements by the Company) or the Company shall have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock or (iii) there shall have occurred a Major Transaction (as defined in Section 2(g)) or the public announcement of a pending Major Transaction which has not been abandoned or terminated, or the Company shall repurchase within thirty (30) calendar days of the occurrence of one of the events listed in clauses (i), (ii) or (iii) above (each a “Repurchase Event”) and subject to the limitations imposed by applicable federal and state law, all or any part of the Shares issued to the Investor within the sixty (60) Trading Days preceding the occurrence of the Repurchase Event and then held by the Investor at a price per Share equal to the highest Volume Weighted Average Price during the period beginning on the date of the Repurchase Event and ending on and including the date on which the Investor is paid by the Company for the repurchase of the Shares (the "Payment Amount"). If the Company fails to pay to the Investor the full aggregate Payment Amount within five (5) calendar days of the occurrence of a Repurchase Event, the Company shall pay to the Investor, on the first Trading Day following such fifth (5th) calendar day, in addition to and not in lieu of the Payment Amount payable by the Company to the Investor, an amount equal to 2% of the aggregate Payment Amount then due and payable to the Investor, in cash by wire transfer, plus compounded annual interest of 10% on such Payment Amount during the period, beginning on the day following such fifth calendar day, during which such Payment Amount, or any portion thereof, is outstanding.

Delisting; Suspension. If at any time during the Open Period or within thirty (30) calendar days after the end of the Open Period, (i) the Registration Statement, after it has been declared effective, shall not remain effective and available for sale of all the Registerable SecuritiesRegistrable Securities for a period exceeding 10 calendar days, (ii) the Common Stock shall not be listed on the Principal Market or shall have been suspended from trading thereon (excluding suspensions of not more than one trading day resulting from business announcements by the Company) or the Company shall have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock or Stock, (iii) there shall have occurred a Major Transaction (as defined in Section 2(g)) or the public announcement of a pending Major Transaction which has not been abandoned or terminated, or (iv) the Registration Statement is no longer effective or stale for a period of more than five (5) Trading Days as a result of the Company's failure to timely file its financial statements or for any other reason, the Company shall repurchase within thirty (30) calendar days of the occurrence of one of the events listed in clauses (i), (ii), (iii) or (iiiiv) above (each a “Repurchase Event”"REPURCHASE EVENT") and subject to the limitations imposed by applicable federal and state law, all or any part of the Shares Securities issued to the Investor within the sixty (60) Trading Days preceding the occurrence of the Repurchase Event and then held by the Investor at a price per Share equal to the highest Volume Weighted Average Price closing best bid price during the period beginning on the date of the Repurchase Event and ending on and including the date on which the Investor is paid by the Company for the repurchase of the Shares (the "Payment AmountPAYMENT AMOUNT"). If the Company fails to pay to the Investor the full aggregate Payment Amount within five ten (510) calendar days of the occurrence of a Repurchase Event, the Company shall pay to the Investor, on the first Trading Day following such fifth tenth (5th10th) calendar day, in addition to and not in lieu of the Payment Amount payable by the Company to the Investor, an amount equal to two (2% %) percent of the aggregate Payment Amount then due and payable to the Investor, in cash by wire transfer, plus compounded annual interest of 1018% on such Payment Amount during the period, beginning on the day following such fifth tenth calendar day, during which such Payment Amount, or any portion thereof, is outstanding.

Delisting; Suspension. If at any time during the Open a Pricing Period or within thirty the twenty (3020) calendar days after Trading Days following the end of the Open any Pricing Period, (i) the Registration Statement, after it has been declared effective, shall not remain effective and available for sale of all the Registerable SecuritiesRegistrable Securities (as defined in the Registration Rights Agreement), (ii) the Common Stock shall not be listed on the Principal Market or shall have been suspended from trading thereon (excluding suspensions of not more than one trading day Trading Day resulting from business announcements by the Company) or the Company shall have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock or Stock, (iii) there shall have occurred the Registration Statement is no longer effective or becomes stale for a Major Transaction period of more than ten (10) Trading Days as defined in Section 2(g)) or a result of the public announcement of a pending Major Transaction which has not been abandoned or terminatedCompany's failure to timely file its financials, or the Company shall have obligation to repurchase within thirty (30) calendar days of the occurrence of one of the events listed in clauses (i), (ii) or (iii) above (each a “Repurchase Event”) and "REPURCHASE EVENT"), subject to the limitations imposed by applicable federal and state law, all or any part of the Shares issued to the Investor within the sixty (60) Trading Days preceding the occurrence of the Repurchase Event and then held by the Investor at a price per Share equal to the highest Volume Weighted Average Price closing sale price on any day during the period beginning on the date of the Repurchase Event and ending on and including the date on which the Investor is paid by the Company for the repurchase of the Shares (the "Payment AmountPAYMENT AMOUNT"). If the Company fails to pay to the Investor the full aggregate Payment Amount within five ten (510) calendar days of after the occurrence of a Repurchase Event, the Company shall pay to the Investor, on the first Trading Day following such fifth (5th) calendar day, in addition to and not in lieu of the Payment Amount payable by the Company to the Investor, an amount equal to 2% of the aggregate Payment Amount then due and payable to the Investor, in cash by wire transfer, plus Investor compounded annual interest of 1018% on such Payment Amount during the period, beginning on the day following such fifth tenth calendar day, during which such Payment Amount, or any portion thereof, is outstanding.

Delisting; Suspension. If at any time during the Open Period or within thirty (30) 30 calendar days after the end of the Open Period, ; (i) the Registration Statement, after it has been declared effective, shall not remain effective and available for sale of all the Registerable Securities, Registrable Securities for a period exceeding 10 calendar days; (ii) the Common Stock shall not be listed on the Principal Market or shall have been suspended from trading thereon (excluding suspensions of not more than one trading day resulting from business announcements by the Company) or the Company shall have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock or Stock; (iii) there shall have occurred a Major Transaction (as defined in Section 2(g)) or the public announcement of a pending Major Transaction which has not been abandoned or terminated; or (iv) the Registration Statement is no longer effective or stale for a period of more than five Trading Days as a result of the Company's failure to timely file its financial statements or for any other reason, or the Company shall repurchase repurchase, within thirty (30) 30 calendar days of the occurrence of one of the events listed in clauses (i), (ii), (iii) or (iiiiv) above (each a “"Repurchase Event”") and subject to the limitations imposed by applicable federal and state law, all or any part of the Shares Securities issued to the Investor within the sixty (60) 60 Trading Days preceding the occurrence of the Repurchase Event and then held by the Investor at a price per Share equal to the highest Volume Weighted Average Price closing bid price during the period beginning on the date of the Repurchase Event and ending on and including the date on which the Investor is paid by the Company for the repurchase of the Shares (the "Payment Amount"). If the Company fails to pay to the Investor the full aggregate Payment Amount within five (5) ten calendar days of the occurrence of a Repurchase Event, the Company shall pay to the Investor, on the first Trading Day following such fifth (5th) tenth calendar day, in addition to and not in lieu of the Payment Amount payable by the Company to the Investor, an amount equal to 2% of the aggregate Payment Amount then due and payable to the Investor, in cash by wire transfer, plus compounded annual interest of 1018% on such Payment Amount during the period, beginning on the day following such fifth tenth calendar day, during which such Payment Amount, or any portion thereof, is outstanding.

Delisting; Suspension. If at any time during the Open Period or ---------------------- within thirty (30) calendar days after the end of the Open Period, (i) the Registration Statement, after it has been declared effective, shall not remain effective and available for sale of all the Registerable SecuritiesRegistrable Securities for a period exceeding 10 calendar days, (ii) the Common Stock shall not be listed on the Principal Market or shall have been suspended from trading thereon (excluding suspensions of not more than one trading day resulting from business announcements by the Company) or the Company shall have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock or Stock, (iii) there shall have occurred a Major Transaction (as defined in Section 2(g)) or the public announcement of a pending Major Transaction which has not been abandoned or terminated, or (iv) the Registration Statement is no longer effective or stale for a period of more than five (5) Trading Days as a result of the Company's failure to timely file its financial statements or for any other reason, the Company shall repurchase within thirty (30) calendar days of the occurrence of one of the events listed in clauses (i), (ii), (iii) or (iiiiv) above (each a “Repurchase Event”"REPURCHASE EVENT") and subject to the limitations imposed by applicable federal and state law, all or any part of the Shares Securities issued to the Investor within the sixty (60) Trading Days preceding the occurrence of the Repurchase Event and then held by the Investor at a price per Share equal to the highest Volume Weighted Average Price closing bid price during the period beginning on the date of the Repurchase Event and ending on and including the date on which the Investor is paid by the Company for the repurchase of the Shares (the "Payment AmountPAYMENT AMOUNT"). If the Company fails to pay to the Investor the full aggregate Payment Amount within five ten (510) calendar days of the occurrence of a Repurchase Event, the Company shall pay to the Investor, on the first Trading Day following such fifth tenth (5th10th) calendar day, in addition to and not in lieu of the Payment Amount payable by the Company to the Investor, an amount equal to two (2% %) percent of the aggregate Payment Amount then due and payable to the Investor, in cash by wire transfer, plus compounded annual interest of 1018% on such Payment Amount during the period, beginning on the day following such fifth tenth calendar day, during which such Payment Amount, or any portion thereof, is outstanding.

Delisting; Suspension. If at any time during the Open Period or ---------------------- within thirty (30) calendar days after the end of the Open Period, (i) the Registration Statement, after it has been declared effective, shall not remain effective and available for sale of all the Registerable Registrable Securities, (ii) the Common Stock shall not be listed on the Principal Market or shall have been suspended from trading thereon (excluding suspensions of not more than one trading day resulting from business announcements by the Company) or the Company shall have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock or Stock, (iii) there shall have occurred a Major Transaction (as defined in Section 2(g)) or the public announcement of a pending Major Transaction which has not been abandoned or terminated, or (iv) the Registration Statement is no longer effective or stale for a period of more than five (5) Trading Days as a result of the Company to timely file its financials, the Company shall repurchase within thirty (30) calendar days of the occurrence of one of the events listed in clauses (i), (ii), (iii) or (iii) above iv)above (each a “Repurchase Event”"REPURCHASE EVENT") and subject to the limitations imposed by applicable federal and state law, all or any part of the Shares issued to the Investor within the sixty (60) Trading Days preceding the occurrence of the Repurchase Event and then held by the Investor at a price per Share equal to the highest Volume Weighted Average Price during the period beginning on the date of the Repurchase Event and ending on and including the date on which the Investor is paid by the Company for the repurchase of the Shares (the "Payment AmountPAYMENT AMOUNT"). If the Company fails to pay to the Investor the full aggregate Payment Amount within five ten (510) calendar days of the occurrence of a Repurchase Event, the Company shall pay to the Investor, on the first Trading Day following such fifth tenth (5th10th) calendar day, in addition to and not in lieu of the Payment Amount payable by the Company to the Investor, Investor an amount equal to 2% of the aggregate Payment Amount then due and payable to the Investor, in cash by wire transfer, plus compounded annual interest of 1018% on such Payment Amount during the period, beginning on the day following such fifth tenth calendar day, during which such Payment Amount, or any portion thereof, is outstanding.

Delisting; Suspension. If at any time during the Open Period or within thirty (30) 30 calendar days after the end of the Open Period, ; (i) the Registration Statement, after it has been declared effective, shall not remain effective and available for sale of all the Registerable Securities, Registrable Securities for a period exceeding 10 calendar days; (ii) the Common Stock shall not be listed on the Principal Market or shall have been suspended from trading thereon (excluding suspensions of not more than one trading day resulting from business announcements by the Company) or the Company shall have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock or Stock; (iii) there shall have occurred a Major Transaction (as defined in Section 2(g)) or the public announcement of a pending Major Transaction which has not been abandoned or terminated; or (iv) the Registration Statement is no longer effective or stale for a period of more than five Trading Days as a result of the Company’s failure to timely file its financial statements or for any other reason, or the Company shall repurchase repurchase, within thirty (30) 30 calendar days of the occurrence of one of the events listed in clauses (i), (ii), (iii) or (iiiiv) above (each a “Repurchase Event”) and subject to the limitations imposed by applicable federal and state law, all or any part of the Shares Securities issued to the Investor Purchaser within the sixty (60) 60 Trading Days preceding the occurrence of the Repurchase Event and then held by the Investor Purchaser at a price per Share equal to the highest Volume Weighted Average Price closing bid price during the period beginning on the date of the Repurchase Event and ending on and including the date on which the Investor Purchaser is paid by the Company for the repurchase of the Shares (the "“Payment Amount"”). If the Company fails to pay to the Investor Purchaser the full aggregate Payment Amount within five (5) ten calendar days of the occurrence of a Repurchase Event, the Company shall pay to the InvestorPurchaser, on the first Trading Day following such fifth (5th) tenth calendar day, in addition to and not in lieu of the Payment Amount payable by the Company to the InvestorPurchaser, an amount equal to 2% of the aggregate Payment Amount then due and payable to the InvestorPurchaser, in cash by wire transfer, plus compounded annual interest of 1018% on such Payment Amount during the period, beginning on the day following such fifth tenth calendar day, during which such Payment Amount, or any portion thereof, is outstanding.

Delisting; Suspension. If at any time during the Open Period or within thirty (30) 30 calendar days after the end of the Open Period, ; (iI) the Registration Statement, after it has been declared effective, shall not remain effective and available for sale of all the Registerable Securities, Registrable Securities for a period exceeding 10 calendar days; (iiII) the Common Stock shall not be listed on the Principal Market or shall have been suspended from trading thereon (excluding suspensions of not more than one trading day resulting from business announcements by the Company) or the Company shall have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock or Stock; (iiiIII) there shall have occurred a Major Transaction (as defined in Section 2(g)) or the public announcement of a pending Major Transaction which has not been abandoned or terminated; or (IV) the Registration Statement is no longer effective or stale for a period of more than five Trading Days as a result of the Company's failure to timely file its financial statements or for any other reason, or the Company shall repurchase repurchase, within thirty (30) 30 calendar days of the occurrence of one of the events listed in clauses (i), (ii), (iii) or (iiiiv) above (each a “"Repurchase Event”") and subject to the limitations imposed by applicable federal and state law, all or any part of the Shares Securities issued to the Investor within the sixty (60) 60 Trading Days preceding the occurrence of the Repurchase Event and then held by the Investor at a price per Share equal to the highest Volume Weighted Average Price closing bid price during the period beginning on the date of the Repurchase Event and ending on and including the date on which the Investor is paid by the Company for the repurchase of the Shares (the "Payment Amount"). If the Company fails to pay to the Investor the full aggregate Payment Amount within five (5) ten calendar days of the occurrence of a Repurchase Event, the Company shall pay to the Investor, on the first Trading Day following such fifth (5th) tenth calendar day, in addition to and not in lieu of the Payment Amount payable by the Company to the Investor, an amount equal to 2% of the aggregate Payment Amount then due and payable to the Investor, in cash by wire transfer, plus compounded annual interest of 1018% on such Payment Amount during the period, beginning on the day following such fifth tenth calendar day, during which such Payment Amount, or any portion thereof, is outstanding.

Delisting; Suspension. If at any time during the Open Period or within thirty (30) calendar days after the end of the Open Period, (i) the Registration Statement, after it has been declared effective, shall not remain effective and available for sale of all the Registerable SecuritiesRegistrable Securities for a period exceeding 10 calendar days, (ii) the Common Stock shall not be listed on the Principal Market or shall have been suspended from trading thereon (excluding suspensions of not more than one trading day resulting from business announcements by the Company) or the Company shall have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock or Stock, (iii) there shall have occurred a Major Transaction (as defined in Section 2(g)) or the public announcement of a pending Major Transaction which has not been abandoned or terminated, or (iv) the Registration Statement is no longer effective or stale for a period of more than five (5) Trading Days as a result of the Company's failure to timely file its financial statements or for any other reason, the Company shall repurchase within thirty (30) calendar days of the occurrence of one of the events listed in clauses (i), (ii), (iii) or (iiiiv) above (each a “Repurchase Event”"REPURCHASE EVENT") and subject to the limitations imposed by applicable federal and state law, all or any part of the Shares Securities issued to the Investor within the sixty (60) Trading Days preceding the occurrence of the Repurchase Event and then held by the Investor at a price per Share equal to the highest Volume Weighted Average Price closing bid price during the period beginning on the date of the Repurchase Event and ending on and including the date on which the Investor is paid by the Company for the repurchase of the Shares (the "Payment AmountPAYMENT AMOUNT"). If the Company fails to pay to the Investor the full aggregate Payment Amount within five ten (510) calendar days of the occurrence of a Repurchase Event, the Company shall pay to the Investor, on the first Trading Day following such fifth tenth (5th10th) calendar day, in addition to and not in lieu of the Payment Amount payable by the Company to the Investor, an amount equal to two (2% %) percent of the aggregate Payment Amount then due and payable to the Investor, in cash by wire transfer, plus compounded annual interest of 1018% on such Payment Amount during the period, beginning on the day following such fifth tenth calendar day, during which such Payment Amount, or any portion thereof, is outstanding.

Delisting; Suspension. If at any time during the Open Period or within thirty (30) calendar days after the end of the Open Period, (i) the Registration Statement, after it has been declared effective, shall not remain effective and available for sale of all the Registerable Registrable Securities, (ii) the Common Stock shall not be listed on the Principal Market or shall have been suspended from trading thereon (excluding suspensions of not more than one trading day resulting from business announcements by the Company) or the Company shall have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock or Stock, (iii) there shall have occurred a Major Transaction (as defined in Section 2(g)) or the public announcement of a pending Major Transaction which has not been abandoned or terminated, or (iv) the Registration Statement is no longer effective or stale for a period of more than five (5) Trading Days as a result of the Company to timely file its financials, the Investor shall repurchase within thirty have the right (30) calendar days the "REPURCHASE OPTION"), as partial relief for the damages to the Investor by reason of the occurrence of one of the events listed in clauses (i), (ii), (iii) or (iiiiv)above (which remedy shall not be exclusive of any other remedies available at law or equity), in its sole discretion, which right shall be exercised within thirty (30) above calendar days of such event or occurrence (each a “Repurchase Event”"REPURCHASE EVENT"), to sell to the Company, and the Company agrees to buy, promptly upon the exercise of such right by the Investor, but in any event within ten (10) calendar days of the exercise of such right, and subject to the limitations imposed by applicable federal and state law, all or any part of the Shares issued to the Investor within the sixty (60) Trading Days preceding the occurrence Investor's exercise of the Repurchase Event Option and then held by the Investor at a price per Share equal to the highest Volume Weighted Average Price during the period beginning on the date of the Repurchase Event and ending on and including the date on which the Investor is paid by the Company for the repurchase of the Shares exercises its Repurchase Option (the "Payment AmountPAYMENT AMOUNT"). If the Company fails to pay to the Investor the full aggregate Payment Amount within five ten (510) calendar days of the occurrence Investor's exercise of a the Repurchase EventOption hereunder, the Company shall pay to the Investor, on the first Trading Day following such fifth tenth (5th10th) calendar day, in addition to and not in lieu of the Payment Amount payable by the Company to the InvestorInvestor upon exercise of the Repurchase Option, an amount equal to 2% of the aggregate Payment Amount then due and payable to the Investor, in cash by wire transfer, plus compounded annual interest of 1018% on such Payment Amount during the period, beginning on the day following such fifth tenth calendar day, during which such Payment Amount, or any portion thereof, is outstanding.

Delisting; Suspension. If at any time during the Open Period or within thirty (30) 30 calendar days after the end of the Open Period, ; (i) the Registration Statement, after it has been declared effective, shall not remain effective and available for sale of all the Registerable Securities, Registrable Securities for a period exceeding 10 calendar days; (ii) the Common Stock shall not be listed on the Principal Market or shall have been suspended from trading thereon (excluding suspensions of not more than one trading day resulting from business announcements by the Company) or the Company shall have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock or Stock; (iii) there shall have occurred a Major Transaction (as defined in Section 2(g)) or the public announcement of a pending Major Transaction which has not been abandoned or terminated; or (iv) the Registration Statement is no longer effective or stale for a period of more than five Trading Days as a result of the Company’s failure to timely file its financial statements or for any other reason, or the Company shall repurchase repurchase, within thirty (30) 30 calendar days of the occurrence of one of the events listed in clauses (i), (ii), (iii) or (iiiiv) above (each a “Repurchase Event”) and subject to the limitations imposed by applicable federal and state law, all or any part of the Shares Securities issued to the Investor within the sixty (60) 60 Trading Days preceding the occurrence of the Repurchase Event and then held by the Investor at a price per Share equal to the highest Volume Weighted Average Price closing bid price during the period beginning on the date of the Repurchase Event and ending on and including the date on which the Investor is paid by the Company for the repurchase of the Shares (the "“Payment Amount"”). If the Company fails to pay to the Investor the full aggregate Payment Amount within five (5) ten calendar days of the occurrence of a Repurchase Event, the Company shall pay to the Investor, on the first Trading Day following such fifth (5th) tenth calendar day, in addition to and not in lieu of the Payment Amount payable by the Company to the Investor, an amount equal to 2% of the aggregate Payment Amount then due and payable to the Investor, in cash by wire transfer, plus compounded annual interest of 1018% on such Payment Amount during the period, beginning on the day following such fifth tenth calendar day, during which such Payment Amount, or any portion thereof, is outstanding.

Delisting; Suspension. If at any time during the Open a Purchase --------------------- Period or within thirty (30) calendar days during the 10 Trading Days after the end of the Open such Purchase Period, (i) the Registration Statement, after it has been declared effectivetogether with the required prospectus or prospectus supplement, shall not remain be effective and available for sale of all the Registerable Securitiesshares of Common Stock purchased by the Purchaser hereunder, or (ii) the Common Stock or the Purchased Shares purchased by the Purchaser hereunder shall not be listed on the Principal Market or shall have been suspended from trading thereon (excluding suspensions of not more than one trading day resulting from business announcements by thereon, the Company) or the Company Purchaser shall have been notified of any pending or threatened proceeding or other action the right (the "Repurchase Option"), as partial relief for the damages to delist or suspend the Common Stock or (iii) there shall have occurred a Major Transaction (as defined in Section 2(g)) or the public announcement of a pending Major Transaction which has not been abandoned or terminated, or the Company shall repurchase within thirty (30) calendar days Purchaser by reason of the occurrence of one of the events listed in clauses (i), (ii) or (iiiii) above (each a “"Repurchase Event”) and subject "), which remedy shall not be exclusive of any other remedies available at law or equity, in its sole discretion, to sell to the limitations imposed Company, and the Company agrees to buy, promptly upon the exercise of such right by applicable federal and state lawthe Purchaser, but in any event within 3 Trading Days of the exercise of such right, all or any part of the Drawdown Shares issued to the Investor within the sixty (60) Trading Days preceding the occurrence of the Repurchase Event Purchaser during such Purchase Period and then held by the Investor Purchaser, at a the price per Share equal to the highest Volume Weighted Average Price during the period beginning on the date of the Repurchase Event and ending on and including the date on share at which the Investor is paid such Drawdown Shares were actually purchased by the Company for the repurchase of the Shares Purchaser (the "Payment Amount") (such repurchase being a "Repurchase Closing"). Notwithstanding anything else in this Section 2(h) to the contrary, in the event that the consummation of a Repurchase Closing would constitute a violation of Regulation M promulgated under the Exchange Act, (A) the Purchaser shall have the right to immediately terminate this Agreement (subject to Section 10(j) below) upon written notice to the Company (such termination being deemed by both parties hereto as a termination of the related "Distribution" pursuant to Rule 100 under Regulation M), and (B) such Repurchase Closing shall be postponed until immediately following such termination of this Agreement. If the Company fails to pay to the Investor Purchaser the full aggregate Payment Amount within five (5) calendar days 3 Trading Days of the occurrence Purchaser's exercise of a the Repurchase EventOption hereunder (or, if the Repurchase Closing is postponed pursuant to the immediately preceding sentence, within 3 Trading Days of the date on which the Purchaser terminated this Agreement pursuant to clause (A) above) the Company shall pay to the InvestorPurchaser, on the first 1st Trading Day following such fifth (5th) calendar day3rd Trading Day, in addition to and not in lieu of the Payment Amount payable by the Company to the InvestorPurchaser upon exercise of the Repurchase Option, an amount equal to 2% of the aggregate Payment Amount then due and payable per period of 20 Trading Days (or portion thereof) until the Payment Amount is paid in full. The Purchaser may in its sole discretion, without prejudice, withdraw such exercise of its Repurchase Option in whole or part from time to time prior to the Investor, payment in cash by wire transfer, plus compounded annual interest full to the Purchaser of 10% on such Payment Amount during the period, beginning on the day following such fifth calendar day, during which such Payment Amount, or any portion thereof, is outstandingamounts specified in this Section 2(h).

Delisting; Suspension. If at any time during the Open Period or within thirty (30) 30 calendar days after the end of the Open Period, ; (i) the Registration Statement, after it has been declared effective, shall not remain effective and available for sale of all the Registerable Securities, Registrable Securities for a period exceeding 10 calendar days; (ii) the Common Stock shall not be listed on the Principal Market or shall have been suspended from trading thereon (excluding suspensions of not more than one trading day resulting from business announcements by the Company) or the Company shall have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock or Stock; (iii) there shall have occurred a Major Transaction (as defined in Section 2(g)) or the public announcement of a pending Major Transaction which has not been abandoned or terminated; or (iv) the Registration Statement is no longer effective or stale for a period of more than five Trading Days as a result of the Company's failure to timely file its financial statements or for any other reason, or the Company shall repurchase repurchase, within thirty (30) 30 calendar days of the occurrence of one of the events listed in clauses (i), (ii), (iii) or (iiiiv) above (each a “"Repurchase Event”") and subject to the limitations imposed by applicable federal and state law, all or any part of the Shares Securities issued to the Investor within the sixty (60) 40 Trading Days preceding the occurrence of the Repurchase Event and then held by the Investor at a price per Share equal to the highest Volume Weighted Average Price closing bid price during the period beginning on the date of the Repurchase Event and ending on and including the date on which the Investor is paid by the Company for the repurchase of the Shares (the "Payment Amount"). If the Company fails to pay to the Investor the full aggregate Payment Amount within five (5) ten calendar days of the occurrence of a Repurchase Event, the Company shall pay to the Investor, on the first Trading Day following such fifth (5th) tenth calendar day, in addition to and not in lieu of the Payment Amount payable by the Company to the Investor. , an amount equal to 2% of the aggregate Payment Amount then due and payable to the Investor, in cash by wire transfer, plus compounded annual interest of 1018% on such Payment Amount during the period, beginning on the day following such fifth tenth calendar day, during which such Payment Amount, or any portion thereof, is outstanding.

Delisting; Suspension. If at any time during the Open Period or within thirty (30) calendar days after the end of the Open Period, (i) the Registration Statement, after it has been declared effective, shall not remain effective and available for sale of all the Registerable Registrable Securities, (ii) the Common Stock shall not be listed on the Principal Market or shall have been suspended from trading thereon (excluding suspensions of not more than one trading day resulting from business announcements by the Company) or the Company shall have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock or Stock, (iii) there shall have occurred a Major Transaction (as defined in Section 2(g)) or the public announcement of a pending Major Transaction which has not been abandoned or terminated, or (iv) the Registration Statement is no longer effective or stale for a period of more than five (5) Trading Days as a result of the Company to timely file its financials, the Company shall repurchase within thirty (30) calendar days of the occurrence of one of the events listed in clauses (i), (ii), (iii) or (iiiiv) above (each a “Repurchase Event”) and "REPURCHASE EVENT"), subject to the limitations imposed by applicable federal and state law, all or any part of the Shares issued to the Investor within the sixty (60) Trading Days preceding the occurrence of the Repurchase Event and then held by the Investor at a price per Share equal to the highest Volume Weighted Average Price Daily Equity Traded during the period beginning on the date of the Repurchase Event and ending on and including the date on which the Investor is paid by the Company for the repurchase of the Shares (the "Payment AmountPAYMENT AMOUNT"). If the Company fails to pay to the Investor the full aggregate Payment Amount within five thirty (530) calendar days of the occurrence of a Repurchase EventEvent hereunder, the Company shall pay to the Investor, on the first Trading Day following such fifth thirtieth (5th30th) calendar day, in addition to and not in lieu of the Payment Amount payable by the Company to the Investor, an amount equal to 2% of the aggregate Payment Amount then due and payable to the Investor, in cash by wire transfer, plus compounded annual interest of 1018% on such Payment Amount during the period, beginning on the day following such fifth tenth calendar day, during which such Payment Amount, or any portion thereof, is outstanding.

Delisting; Suspension. If at any time during the Open Period or within thirty (30) calendar days after the end of the Open Period, (i) the Registration Statement, after it has been declared effective, shall not remain effective and available for sale of all the Registerable Registrable Securities, (ii) the Common Stock shall not be listed on the Principal Market or shall have been suspended from trading thereon (excluding suspensions of not more than one trading day resulting from business announcements by the Company) or the Company shall have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock or Stock, (iii) there shall have occurred a Major Transaction (as defined in Section 2(g)) or the public announcement of a pending Major Transaction which has not been abandoned or terminated, or (iv) the Registration Statement is no longer effective or stale for a period of more than five (5) Trading Days as a result of the Company to timely file its financials, the Company shall repurchase within thirty (30) calendar days of the occurrence of one of the events listed in clauses (i), (ii), (iii) or (iii) above iv)above (each a “Repurchase Event”"REPURCHASE EVENT") and subject to the limitations imposed by applicable federal and state law, all or any part of the Shares issued to the Investor within the sixty (60) Trading Days preceding the occurrence of the Repurchase Event and then held by the Investor at a price per Share equal to the highest Volume Weighted Average Price during the period beginning on the date of the Repurchase Event and ending on and including the date on which the Investor is paid by the Company for the repurchase of the Shares (the "Payment AmountPAYMENT AMOUNT"). If the Company fails to pay to the Investor the full aggregate Payment Amount within five ten (510) calendar days of the occurrence of a Repurchase Event, the Company shall pay to the Investor, on the first Trading Day following such fifth tenth (5th10th) calendar day, in addition to and not in lieu of the Payment Amount payable by the Company to the Investor, Investor an amount equal to two percent (2% %) of the aggregate Payment Amount then due and payable to the Investor, in cash by wire transfer, plus compounded annual interest of 10% eighteen percent (18%) on such Payment Amount during the period, beginning on the day following such fifth tenth calendar day, during which such Payment Amount, or any portion thereof, is outstanding.

Delisting; Suspension. If at any time during the Open Period or within thirty (30) calendar days after any purchase of Shares by the end of the Open PeriodInvestor, (i) the Registration Statement, after it has been declared effective, shall not remain effective and available for sale of all the Registerable Registrable Securities, (ii) the Common Stock shall not be listed on the Principal Market or shall have been suspended from trading thereon (excluding suspensions of not more than one trading day resulting from business announcements by the Company) or the Company shall have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock or Stock, (iii) there shall have occurred a Major Transaction (as defined in Section 2(g)) or the public announcement of a pending Major Transaction which has not been abandoned or terminated, or (iv) the Registration Statement is no longer effective or stale for a period of more than five (5) Trading Days as a result of the Company to timely file its financials, the Company shall repurchase within thirty (30) calendar days of the occurrence of one of the events listed in clauses (i), (ii), (iii) or (iii) above iv)above (each a “"Repurchase Event”") and subject to the limitations imposed by applicable federal and state law, all or any part of the Shares issued to the Investor within the sixty (60) Trading Days preceding the occurrence of the Repurchase Event and then held by the Investor at a price per Share equal to the highest Volume Weighted Average Price during the period beginning on the date of the Repurchase Event and ending on and including the date on which the Investor is paid by the Company for the repurchase of the Shares but not more than the Purchase Price paid by the Investor for the Shares (the "Payment Amount"). If the Company fails to pay to the Investor the full aggregate Payment Amount within five ten (510) calendar days of the occurrence of a Repurchase Event, the Company shall pay to the Investor, on the first Trading Day following such fifth tenth (5th10th) calendar day, in addition to and not in lieu of the Payment Amount payable by the Company to the Investor, Investor an amount equal to two percent (2% %) of the aggregate Payment Amount then due and payable to the Investor, in cash by wire transfer, plus compounded annual interest of 10% eighteen percent (18%) on such Payment Amount during the period, beginning on the day following such fifth tenth calendar day, during which such Payment Amount, or any portion thereof, is outstanding.

Delisting; Suspension. If at any time during the Open Period or within thirty (30) calendar 30 days after the end of the Open Period, (i) the Registration Statement, after it has been declared effective, shall not remain effective and available for sale of all the Registerable Securities, (ii) the Common Stock shall not be listed on the Principal Market or shall have been suspended from trading thereon (excluding suspensions of not more than one trading day Trading Day resulting from business announcements by the Company) or the Company shall have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock or (iii) there each of the foregoing, a "REPURCHASE EVENT"), the Investor shall have occurred a Major Transaction the right (the "REPURCHASE OPTION"), as defined in Section 2(g)) or partial relief for the public announcement damages to the Investor by reason of the occurrence of a pending Major Transaction Repurchase Event (which has remedy shall not been abandoned be exclusive of any other remedies available at law or terminatedequity), or in its sole discretion, which right shall be exercised within 30 days of a Repurchase Event, to sell to the Company, and the Company shall repurchase agrees to buy, promptly upon the exercise of such right by the Investor, but in any event within thirty (30) 10 calendar days of the occurrence exercise of one of the events listed in clauses (i), (ii) or (iii) above (each a “Repurchase Event”) and subject to the limitations imposed by applicable federal and state law, such right all or any part of the Shares issued to the Investor within the sixty (60) Trading 30 Business Days preceding the occurrence Investor's exercise of the Repurchase Event Option and then held by the Investor at a price per Share equal to the highest Volume Weighted Average Purchase Price during the period beginning on the date of the Repurchase Event and ending on and including the date on which the Investor is paid by the Company Investor for the repurchase of the such Shares (the "Payment AmountPAYMENT AMOUNT"). If the Company fails to pay to the Investor the full aggregate Payment Amount within five (5) 10 calendar days of the occurrence Investor's exercise of a the Repurchase EventOption hereunder, the Company shall pay to the Investor, on the first Trading Business Day following such fifth (5th) tenth calendar day, in addition to and not in lieu of the Payment Amount payable by the Company to the InvestorInvestor upon exercise of the Repurchase Option, an amount equal to 2% of the aggregate Payment Amount then due and payable to the Investor, in cash by wire transfer, plus compounded annual interest of 1018% on such Payment Amount during the period, beginning on the day following such fifth tenth calendar day, during which such Payment Amount, or any portion thereof, is outstanding.

Delisting; Suspension. If at any time during the Open Period or within thirty (30) calendar days after the end of the Open Period, (i) the Registration Statement, after it has been declared effective, shall not remain effective and available for sale of all the Registerable Registrable Securities, (ii) the Common Stock shall not be listed on the Principal Market or shall have been suspended from trading thereon (excluding suspensions of not more than one trading day resulting from business announcements by the Company) or the Company shall have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock or Stock, (iii) there shall have occurred a Major Transaction (as defined in Section 2(g)) or the public announcement of a pending Major Transaction which has not been abandoned or terminated, or (iv) the Registration Statement is no longer effective or stale for a period of more than five (5) Trading Days as a result of the Company to timely file its financials, the Company shall repurchase within thirty (30) calendar days of the occurrence of one of the events listed in clauses (i), (ii), (iii) or (iii) above iv)above (each a “Repurchase EventREPURCHASE EVENT”) and subject to the limitations imposed by applicable federal and state law, all or any part of the Shares issued to the Investor within the sixty (60) Trading Days preceding the occurrence of the Repurchase Event and then held by the Investor at a price per Share equal to the highest Volume Weighted Average Price during the period beginning on the date of the Repurchase Event and ending on and including the date on which the Investor is paid by the Company for the repurchase of the Shares (the "Payment AmountPAYMENT AMOUNT"). If the Company fails to pay to the Investor the full aggregate Payment Amount within five ten (510) calendar days of the occurrence of a Repurchase Event, the Company shall pay to the Investor, on the first Trading Day following such fifth tenth (5th10th) calendar day, in addition to and not in lieu of the Payment Amount payable by the Company to the Investor, Investor an amount equal to 2% of the aggregate Payment Amount then due and payable to the Investor, in cash by wire transfer, plus compounded annual interest of 1018% on such Payment Amount during the period, beginning on the day following such fifth tenth calendar day, during which such Payment Amount, or any portion thereof, is outstanding.

Delisting; Suspension. If at any time during the Open Period or within thirty (30) calendar days after the end of the Open Period, (i) the Registration Statement, after it has been declared effective, shall not remain effective and available for sale of all the Registerable Registrable Securities, (ii) the Common Stock shall not be listed on the Principal Market or shall have been suspended from trading thereon (excluding suspensions of not more than one trading day resulting from business announcements by the Company) or the Company shall have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock or Stock, (iii) there shall have occurred a Major Transaction (as defined in Section 2(g)) or the public announcement of a pending Major Transaction which has not been abandoned or terminated, or (iv) the Registration Statement is no longer effective or stale for a period of more than five (5) Trading Days as a result of the Company to timely file its financials, then in such event, the Company shall repurchase within thirty (30) calendar days (the “Repurchase Date”) of the occurrence of one of the events listed in clauses (i), (ii), (iii) or (iiiiv) above (each a “Repurchase Event”) and subject to the limitations imposed by applicable federal and state law, all or any part of the Shares issued to the Investor within the sixty five (605) Trading Days preceding the occurrence of the Repurchase Event and then held by the Investor at a price per Share equal to the highest Volume Weighted Average Price during the period beginning on the date of the Repurchase Event and ending on and including the date on which the Investor is paid by the Company for the repurchase of the Shares Date (the "Payment Amount"). If the Company fails to pay to the Investor the full aggregate Payment Amount within five (5) calendar days of by the occurrence of a Repurchase EventDate, the Company shall pay to the Investor, on the first Trading Day following such fifth (5th) calendar daythe Repurchase Date, in addition to and not in lieu of the Payment Amount payable by the Company to the Investor, interest in an amount equal to 212% of per annum on the aggregate Payment Amount then due and payable to the Investor, in cash by wire transfer, plus compounded annual interest of 10% on such Payment Amount during the period, beginning on the day following Repayment Date and continuing for such fifth calendar day, period during which such Payment Amount, or any portion thereof, is outstanding.

Delisting; Suspension. If at any time during the Open Period or within thirty (30) calendar days after the end of the Open Period, (i) the Registration Statement, after it has been declared effective, shall not remain effective and available for sale of all the Registerable Registrable Securities, (ii) the Common Stock shall not be listed on the Principal Market or shall have been suspended from trading thereon (excluding suspensions of not more than one trading day resulting from business announcements by the Company) or the Company shall have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock or Stock, (iii) there shall have occurred a Major Transaction (as defined in Section 2(g1(g)) or the public announcement of a pending Major Transaction which has not been abandoned or terminated, or (iv) the Registration Statement is no longer effective or is stale for a period of more than fifteen (15) Trading Days as a result of the Company to timely file its financials, the Investor shall repurchase within thirty have the right (30) calendar days the "REPURCHASE OPTION"), as partial relief for the damages to the Investor by reason of the occurrence of one of the events listed in clauses (i), (ii), (iii) or (iiiiv) above (each which remedy shall not be exclusive of any other remedies available at law or equity), in its sole discretion, which right shall be exercised within thirty (30) calendar days of such event or occurrence (a “Repurchase Event”"REPURCHASE EVENT"), to sell to the Company, and the Company agrees to buy, promptly upon the exercise of such right by the Investor, but in any event within ten (10) calendar days of the exercise of such right, and subject to the limitations imposed by applicable federal and state law, all or any part of the Shares issued to the Investor within the sixty (60) Trading Days preceding the occurrence Investor's exercise of the Repurchase Event Option and then held by the Investor at a price per Share equal to the highest Volume Weighted Average Price during the period beginning on the date of the Repurchase Event and ending on and including the date on which the Investor is paid by the Company for the repurchase of the Shares exercises its Repurchase Option (the "Payment AmountPAYMENT AMOUNT"). If the Company fails to pay to the Investor the full aggregate Payment Amount within five ten (510) calendar days of the occurrence Investor's exercise of a the Repurchase EventOption hereunder, the Company shall pay to the Investor, on the first Trading Day following such fifth tenth (5th10th) calendar day, in addition to and not in lieu of the Payment Amount payable by the Company to the InvestorInvestor upon exercise of the Repurchase Option, an amount equal to 2% of the aggregate Payment Amount then due and payable to the Investor, in cash by wire transfer, plus compounded annual interest of 1018% on such Payment Amount during the period, beginning on the day following such fifth tenth calendar day, during which such Payment Amount, or any portion thereof, is outstanding.

Delisting; Suspension. If at any time during the Open a Pricing Period or within thirty the twenty (3020) calendar days after the end of the Open Trading Days following any Pricing Period, (i) the Registration Statement, after it has been declared effective, shall not remain effective and available for sale of all the Registerable SecuritiesRegistrable Securities (as defined in the Registration Rights Agreement), (ii) the Common Stock shall not be listed on the Principal Market or shall have been suspended from trading thereon (excluding suspensions of not more than one trading day Trading Day resulting from business announcements by the Company) or the Company shall have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock or Stock, (iii) there shall have occurred a Major Transaction (as defined in Section 2(g)) or the public announcement of a pending Major Transaction which has not been abandoned or terminated, or (iv) the Registration Statement is no longer effective or stale for a period of more than five (5) Trading Days as a result of the Company's failure to timely file its financials, the Company shall repurchase within thirty (30) calendar days of the occurrence of one of the events listed in clauses (i), (ii), (iii) or (iiiiv) above (each a “Repurchase Event”) and "REPURCHASE EVENT"), subject to the limitations imposed by applicable federal and state law, all or any part of the Shares issued to the Investor within the sixty (60) Trading Days preceding the occurrence of the Repurchase Event during such Pricing Period and then held by the Investor at a price per Share equal to the highest Volume Weighted Average Price during the period beginning on the date of the Repurchase Event and ending on and including the date on which the Investor is paid by the Company for the repurchase of the Shares (the "Payment AmountPAYMENT AMOUNT"). If the Company fails to pay to the Investor the full aggregate Payment Amount within five ten (510) calendar days of after the occurrence of a Repurchase Event, the Company shall pay to the Investor, on the first Trading Day following such fifth (5th) calendar day, in addition to and not in lieu of the Payment Amount payable by the Company to the Investor, an amount equal to 2% of the aggregate Payment Amount then due and payable to the Investor, in cash by wire transfer, plus Investor compounded annual interest of 1018% on such Payment Amount during the period, beginning on the day following such fifth tenth calendar day, during which such Payment Amount, or any portion thereof, is outstanding.

Delisting; Suspension. If at any time during the Open a Purchase Period or within thirty (30) calendar days during the 10 Trading Days after the end of the Open such Purchase Period, (i) the Registration Statement, after it has been declared effectivetogether with the required prospectus or prospectus supplement, shall not remain be effective and available for sale of all the Registerable SecuritiesShares, or (ii) the Common Stock and Shares shall not be listed on the Principal Market or shall have been suspended from trading thereon (excluding suspensions of not more than one trading day resulting from business announcements by thereon, the Company) or the Company Purchaser shall have been notified of any pending or threatened proceeding or other action the right (the "REPURCHASE OPTION"), as partial relief for the damages to delist or suspend the Common Stock or (iii) there shall have occurred a Major Transaction (as defined in Section 2(g)) or the public announcement of a pending Major Transaction which has not been abandoned or terminated, or the Company shall repurchase within thirty (30) calendar days Purchaser by reason of the occurrence of one of the events listed in clauses (i), (ii) or (iiiii) above (each a “Repurchase "REPURCHASE Event”) and subject "), which remedy shall not be exclusive of any other remedies available at law or equity, in its sole discretion, to sell to the limitations imposed Company, and the Company agrees to buy, promptly upon the exercise of such right by applicable federal and state lawthe Purchaser, but in any event within 3 Trading Days of the exercise of such right, all or any part of the Shares issued to the Investor within the sixty (60) Trading Days preceding the occurrence of the Repurchase Event Purchaser during such Purchase Period and then held by the Investor Purchaser, at a the price per Share equal to the highest Volume Weighted Average Price during the period beginning on the date of the Repurchase Event and ending on and including the date on at which the Investor is paid such Shares were actually purchased by the Company for the repurchase of the Shares Purchaser (the "Payment AmountPAYMENT AMOUNT") (such repurchase being a "REPURCHASE CLOSING"). Notwithstanding anything else in this Section 2(j) to the contrary, in the event that the consummation of a Repurchase Closing would constitute a violation of Regulation M promulgated under the Exchange Act, (A) the Purchaser shall have the right to immediately terminate this Agreement (subject to Section 10(j) below) upon written notice to the Company (such termination being deemed by both parties hereto as a termination of the related "Distribution" pursuant to Rule 100 under Regulation M), and (B) such Repurchase Closing shall be postponed until immediately following such termination of this Agreement. If the Company fails to pay to the Investor Purchaser the full aggregate Payment Amount within five (5) calendar days 3 Trading Days of the occurrence Purchaser's exercise of a the Repurchase EventOption hereunder (or, if the Repurchase Closing is postponed pursuant to the immediately preceding sentence, within 3 Trading Days of the date on which the Purchaser terminated this Agreement pursuant to clause (A) above) the Company shall pay to the InvestorPurchaser, on the first 1st Trading Day following such fifth (5th) calendar day3rd Trading Day, in addition to and not in lieu of the Payment Amount payable by the Company to the InvestorPurchaser upon exercise of the Repurchase Option, an amount equal to 2% of the aggregate Payment Amount then due and payable per period of 22 Trading Days (or portion thereof) until the Payment Amount is paid in full. The Purchaser may in its sole discretion, without prejudice, withdraw such exercise of its Repurchase Option in whole or part from time to time prior to the Investor, payment in cash by wire transfer, plus compounded annual interest full to the Purchaser of 10% on such Payment Amount during the period, beginning on the day following such fifth calendar day, during which such Payment Amount, or any portion thereof, is outstandingamounts specified in this Section 2(j).

Delisting; Suspension. If at any time anytime during the Open Period or within thirty (30) calendar 30 days after the end of the Open Period, (i) the Registration Statement, after it has been declared effective, shall not remain effective and available for sale of all the Registerable Registrable Securities, (ii) the Common Stock shall not be listed on the Principal Market or shall have been suspended from trading thereon (excluding suspensions of not more than one trading day resulting from business announcements by the Company) or the Company shall have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock Stock, or (iii) there shall have occurred a Major Transaction (as defined in Section 2(g)) or the public announcement of a pending Major Transaction which has not been abandoned or terminated, or the Company Investor shall repurchase within thirty have the right (30) calendar days the "REPURCHASE OPTION"), as partial relief for the damages to the Investor by reason of the occurrence of one of the events listed in clauses (i), (ii) or (iii) above (each which remedy shall not be exclusive of any other remedies available at law or equity), in its sole discretion, which right shall be exercised within 30 days of such event or occurrence (a “Repurchase Event”) "REPURCHASE EVENT"), to sell to the Company, and the Company agrees to buy, promptly upon the exercise of such right by the Investor, but in any event within 10 calendar days of the exercise of such right, and subject to the limitations imposed by applicable federal and state lawthe General Corporation Law of Delaware, all or any part of the Shares issued to the Investor within the sixty (60) Trading 60 Business Days preceding the occurrence Investor's exercise of the Repurchase Event Option and then held by the Investor at a price per Share equal to the highest Volume Weighted Average Applicable Trading Price during the period beginning on the date of the Repurchase Event and ending on and including the date on which the Investor is paid by the Company for the repurchase of the Shares exercises its Repurchase Option (the "Payment AmountPAYMENT AMOUNT"). If the Company fails to pay to the Investor the full aggregate Payment Amount within five (5) 10 calendar days of the occurrence Investor's exercise of a the Repurchase EventOption hereunder, the Company shall pay to the Investor, on the first Trading Business Day following such fifth (5th) tenth calendar day, in addition to and not in lieu of the Payment Amount payable by the Company to the InvestorInvestor upon exercise of the Repurchase Option, an amount equal to 2% of the aggregate Payment Amount then due and payable to the Investor, in cash by wire transfer, plus compounded annual interest of 1018% on such Payment Amount during the period, beginning on the day following such fifth tenth calendar day, during which such Payment Amount, or any portion thereof, is outstanding.

Delisting; Suspension. If at any time during prior to the Open Period or within thirty (30) calendar days after /th/ --------------------- Trading Day following the end expiration of the Open Period, (i) the Registration Statement, after it has been declared effective, shall not remain effective and available for sale of all the Registerable Securities, (ii) Commitment Period the Common Stock shall not fail to be listed or quoted for trading on the a Principal Market or shall have been suspended from trading thereon (excluding suspensions of not more than one trading day resulting from business Trading Day as a result of material announcements by the Company) or (a "Repurchase Event"), the Investor shall have ---------------- the right, exercisable within 30 days of a Repurchase Event, to put to the Company, and the Company shall have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock or (iii) there shall have occurred a Major Transaction (as defined in Section 2(g)) or the public announcement of a pending Major Transaction which has not been abandoned or terminated, or the Company shall repurchase within thirty (30) calendar days of the occurrence of one of the events listed in clauses (i), (ii) or (iii) above (each a “Repurchase Event”) and subject to the limitations imposed by applicable federal and state lawpurchase, all or any part such portion of the Put Shares issued to the Investor within the sixty (60) Trading Days preceding the occurrence of the Repurchase Event and then held by the Investor at a Investor. The purchase price per Share for such shares shall equal to the highest Volume Weighted Average higher of (x) the Purchase Price during paid for such shares and (y) the period beginning product of (1) the number of such shares and (2) the higher of the closing sale price of the Common Stock on the date of the Repurchase Event demand by the Investor of such put and ending the closing sale price of the Common Stock (as reported by Bloomberg L.P. or any successor to its function of reporting Bid Prices) on and including the date of payment (if there shall no longer be a reported closing sale price for the Common Stock, the amount under this clause (y) shall equal the last reported closing sale price of the Common Stock on which the Investor is Principal Market). The purchase price under this Section shall be paid in cash and shall be due in full by the Company for 10th Business Day following the repurchase demand therefor. Late interest on any unpaid portion of the Shares (the "Payment Amount"). If amounts that are due from the Company fails under this Section shall accrue from and after the date due at the rate of 15% per annum (or such lesser maximum amount as shall be permitted under applicable law) until all such amounts, plus all accrued interest thereon, shall have been paid in full. The Investor shall have the right to pay rescind ab initio any demand for a put -- ------ hereunder at any time prior to the Investor the payment in full aggregate Payment Amount within five (5) calendar days of the occurrence of a Repurchase Event, the Company shall pay to the Investor, on the first Trading Day following such fifth (5th) calendar day, in addition to and not in lieu of the Payment Amount payable applicable purchase price by the Company to the Investor, an amount equal to 2% of the aggregate Payment Amount then due and payable to the Investor, in cash by wire transfer, plus compounded annual interest of 10% on such Payment Amount during the period, beginning on the day following such fifth calendar day, during which such Payment Amount, or any portion thereof, is outstandingCompany.

Delisting; Suspension. If at any time during the Open Period or within thirty (30) calendar days after the end of the Open Period, (i) the Registration Statement, after it has been declared effective, shall not remain effective and available for sale of all the Registerable Registrable Securities, (ii) the Common Stock shall not be listed on the Principal Market or shall have been suspended from trading thereon (excluding suspensions of not more than one trading day resulting from business announcements by the Company) or the Company shall have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock or Stock, (iii) there shall have occurred a Major Transaction (as defined in Section 2(g)) or the public announcement of a pending Major Transaction which has not been abandoned or terminated, or (iv) the Registration Statement is no longer effective or stale for a period of more than five (5) Trading Days as a result of the Company to timely file its financials, the Company shall repurchase within thirty (30) calendar days of the occurrence of one of the events listed in clauses (i), (ii), (iii) or (iii) above iv)above (each a “Repurchase Event”"REPURCHASE EVENT") and subject to the limitations imposed by applicable federal and state law, all or any part of the Shares issued to the Investor within the sixty (60) Trading Days preceding the occurrence of the Repurchase Event and then held by the Investor at a price per Share equal to the highest Volume Weighted Average Price during the period beginning on the date of the Repurchase Event and ending on and including the date on which the Investor is paid by the Company for the repurchase of the Shares (the "Payment AmountPAYMENT AMOUNT"). If the Company fails to pay to the Investor the full aggregate Payment Amount within five ten (510) calendar days of the occurrence of a Repurchase Event, the Company shall pay to the Investor, on the first Trading Day following such fifth tenth (5th10th) calendar day, in addition to and not in lieu of the Payment Amount payable by the Company to the Investor, Investor an amount equal to 2% of the aggregate Payment Amount then due and payable to the Investor, in cash by wire transfer, plus compounded annual interest of 1018% on such Payment Amount during the period, beginning on the day following such fifth tenth calendar day, during which such Payment Amount, or any portion thereof, is outstanding.

Delisting; Suspension. If at any time during the Open Period or within thirty (30) calendar 30 days after the end of the Open Period, (i) the Registration Statement, after it has been declared effective, shall not remain effective and available for sale of all the Registerable Registrable Securities, (ii) the Class A the Common Stock shall not be listed on the Principal Market or shall have been suspended from trading thereon (excluding suspensions of not more than one trading day resulting from business announcements by the Company) or the Company shall have been notified of any pending or threatened proceeding or other action to delist or suspend the Class A Common Stock Stock, or (iii) there shall have occurred a Major Transaction (as defined in Section 2(g)) or the public announcement of a pending Major Transaction which has not been abandoned or terminated, or the Company Investor shall repurchase within thirty have the right (30) calendar days the "REPURCHASE OPTION"), as partial relief for the damages to the Investor by reason of the occurrence of one of the events listed in clauses (i), (ii) or (iii) above (each which remedy shall not be exclusive of any other remedies available at law or equity), in its sole discretion, which right shall be exercised within 30 days of such event or occurrence (a “Repurchase Event”) "REPURCHASE EVENT"), to sell to the Company, and the Company agrees to buy, promptly upon the exercise of such right by the Investor, but in any event within 10 calendar days of the exercise of such right, and subject to the limitations imposed by applicable federal and state lawthe General Corporation Law of California, all or any part of the Shares issued to the Investor within the sixty (60) Trading 60 Business Days preceding the occurrence Investor's exercise of the Repurchase Event Option and then held by the Investor at a price per Share equal to the highest Volume Weighted Average Applicable Trading Price during the period beginning on the date of the Repurchase Event and ending on and including the date on which the Investor is paid by the Company for the repurchase of the Shares exercises its Repurchase Option (the "Payment AmountPAYMENT AMOUNT"). If the Company fails to pay to the Investor the full aggregate Payment Amount within five (5) 10 calendar days of the occurrence Investor's exercise of a the Repurchase EventOption hereunder, the Company shall pay to the Investor, on the first Trading Business Day following such fifth (5th) tenth calendar day, in addition to and not in lieu of the Payment Amount payable by the Company to the InvestorInvestor upon exercise of the Repurchase Option, an amount equal to 2% of the aggregate Payment Amount then due and payable to the Investor, in cash by wire transfer, plus compounded annual interest of 1018% on such Payment Amount during the period, beginning on the day following such fifth tenth calendar day, during which such Payment Amount, or any portion thereof, is outstanding.

Delisting; Suspension. If at any time during the Open Period or within thirty (30) calendar days after the end of the Open Period, (i) the Registration Statement, after it has been declared effective, shall not remain effective and available for sale of all the Registerable SecuritiesRegistrable Securities for a period exceeding 10 calendar days, (ii) the Common Stock shall not be listed on the Principal Market or shall have been suspended from trading thereon (excluding suspensions of not more than one trading day resulting from business announcements by the Company) or the Company shall have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock or Stock, (iii) there shall have occurred a Major Transaction (as defined in Section 2(g)) or the public announcement of a pending Major Transaction which has not been abandoned or terminated, or (iv) the Registration Statement is no longer effective or stale for a period of more than five (5) Trading Days as a result of the Company"s failure to timely file its financial statements, the Company shall repurchase within thirty (30) calendar days of the occurrence of one of the events listed in clauses (i), (ii), (iii) or (iii) above iv)above (each a “Repurchase Event”"REPURCHASE EVENT") and subject to the limitations imposed by applicable federal and state law, all or any part of the Shares issued to the Investor within the sixty (60) Trading Days preceding the occurrence of the Repurchase Event and then held by the Investor at a price per Share equal to the highest Volume Weighted Average Price during the period beginning on the date of the Repurchase Event and ending on and including the date on which the Investor is paid by the Company for the repurchase of the Shares (the "Payment AmountPAYMENT AMOUNT"). If the Company fails to pay to the Investor the full aggregate Payment Amount within five ten (510) calendar days of the occurrence of a Repurchase Event, the Company shall pay to the Investor, on the first Trading Day following such fifth tenth (5th10th) calendar day, in addition to and not in lieu of the Payment Amount payable by the Company to the Investor, Investor an amount equal to 2% of the aggregate Payment Amount then due and payable to the Investor, in cash by wire transfer, plus compounded annual interest of 1018% on such Payment Amount during the period, beginning on the day following such fifth tenth calendar day, during which such Payment Amount, or any portion thereof, is outstanding.

Delisting; Suspension. If at any time during the Open Commitment Period or within thirty (30) calendar days after the end of the Open Commitment Period, (i) the Registration Statement, after it has been declared effective, shall not remain effective and available for sale of all the Registerable Registrable Securities, (ii) the Common Stock shall not be listed on the Principal Market or shall have been suspended from trading thereon (excluding suspensions of not more than one trading day resulting from business announcements by the Company) or the Company shall have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock or Stock, (iii) there shall have occurred a Major Transaction (as defined in Section 2(g)) or the public announcement of a pending Major Transaction which has not been abandoned or terminated, or (iv) the Registration Statement is no longer effective or stale for a period of more than five (5) Trading Days, the Company shall repurchase within thirty (30) calendar days of the occurrence of one of the events listed in clauses (i), (ii), (iii) or (iiiiv) above (each a “Repurchase Event”) and subject to the limitations imposed by applicable federal and state law, all or any part of the Shares shares of Common Stock issued to the Investor within the sixty (60) Trading Days preceding the occurrence of the Repurchase Event and then held by the Investor at a price per Share share equal to the highest Volume Weighted Average Volume Price during the period beginning on the date of the Repurchase Event and ending on and including the date on which the Investor is paid by the Company for the repurchase of the Shares (the "Payment Amount")shares. If the Company fails to pay to the Investor the full aggregate Payment Amount such amount within five ten (510) calendar days of the occurrence of a Repurchase Event, the Company shall pay to the Investor, on the first Trading Day following such fifth tenth (5th10th) calendar day, in addition to and not in lieu of the Payment Amount such amount payable by the Company to the Investor, Investor an amount equal to 2% of the aggregate Payment Amount amount then due and payable to the Investor, in cash by wire transfer, plus compounded annual interest of 1018% (or the maximum amount permissible by law if lower) on such Payment Amount amount during the period, beginning on the day following such fifth tenth calendar day, during which such Payment Amountamount, or any portion thereof, is outstanding.

Delisting; Suspension. If at any time during the Open a Purchase --------------------- Period or within thirty (30) calendar days during the 10 Trading Days after the end of the Open such Purchase Period, (i) the Registration Statement, after it has been declared effectivetogether with the required prospectus or prospectus supplement, shall not remain be effective and available for sale of all the Registerable SecuritiesPurchased Shares, or (ii) the Common Stock and Purchased Shares shall not be listed on the Principal Market or shall have been suspended from trading thereon (excluding suspensions of not more than one trading day resulting from business announcements by thereon, the Company) or the Company Purchaser shall have been notified of any pending or threatened proceeding or other action the right (the "Repurchase Option"), as partial relief for the damages to delist or suspend the Common Stock or (iii) there shall have occurred a Major Transaction (as defined in Section 2(g)) or the public announcement of a pending Major Transaction which has not been abandoned or terminated, or the Company shall repurchase within thirty (30) calendar days Purchaser by reason of the occurrence of one of the events listed in clauses (i), (ii) or (iiiii) above (each a “"Repurchase Event”) and subject "), which remedy shall not be exclusive of any other remedies available at law or equity, in its sole discretion, to sell to the limitations imposed Company, and the Company agrees to buy, promptly upon the exercise of such right by applicable federal and state lawthe Purchaser, but in any event within 3 Trading Days of the exercise of such right, all or any part of the Purchased Shares issued to the Investor within the sixty (60) Trading Days preceding the occurrence of the Repurchase Event Purchaser during such Purchase Period and then held by the Investor Purchaser, at a the price per Purchased Share equal to the highest Volume Weighted Average Price during the period beginning on the date of the Repurchase Event and ending on and including the date on at which the Investor is paid such Purchased Shares were actually purchased by the Company for the repurchase of the Shares Purchaser (the "Payment Amount") (such repurchase being a "Repurchase Closing"). Notwithstanding anything else in this Section 2(h) to the contrary, in the event that the consummation of a Repurchase Closing would constitute a violation of Regulation M promulgated under the Exchange Act, (A) the Purchaser shall have the right to immediately terminate this Agreement (subject to Section 10(j) below) upon written notice to the Company (such termination being deemed by both parties hereto as a termination of the related "Distribution" pursuant to Rule 100 under Regulation M), and (B) such Repurchase Closing shall be postponed until immediately following such termination of this Agreement. If the Company fails to pay to the Investor Purchaser the full aggregate Payment Amount within five (5) calendar days 3 Trading Days of the occurrence Purchaser's exercise of a the Repurchase EventOption hereunder (or, if the Repurchase Closing is postponed pursuant to the immediately preceding sentence, within 3 Trading Days of the date on which the Purchaser terminated this Agreement pursuant to clause (A) above) the Company shall pay to the InvestorPurchaser, on the first 1st Trading Day following such fifth (5th) calendar day3rd Trading Day, in addition to and not in lieu of the Payment Amount payable by the Company to the InvestorPurchaser upon exercise of the Repurchase Option, an amount equal to 2% of the aggregate Payment Amount then due and payable per period of 20 Trading Days (or portion thereof) until the Payment Amount is paid in full. The Purchaser may in its sole discretion, without prejudice, withdraw such exercise of its Repurchase Option in whole or part from time to time prior to the Investor, payment in cash by wire transfer, plus compounded annual interest full to the Purchaser of 10% on such Payment Amount during the period, beginning on the day following such fifth calendar day, during which such Payment Amount, or any portion thereof, is outstandingamounts specified in this Section 2(h).

Delisting; Suspension. If at any time during the Open Period or within thirty (30) calendar days after the end of the Open Period, (i) the Registration Statement, after it has been declared effective, shall not remain effective and available for sale of all the Registerable Registrable Securities, (ii) the Common Stock shall not be listed on the Principal Market or shall have been suspended from trading thereon (excluding suspensions of not more than one trading day resulting from business announcements by the Company) or the Company shall have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock or Stock, (iii) there shall have occurred a Major Transaction (as defined in Section 2(g)) or the public announcement of a pending Major Transaction which has not been abandoned or terminated, or (iv) the Registration Statement is no longer effective or stale for a period of more than five (5) Trading Days as a result of the Company to timely file its financials, the Company shall repurchase within thirty (30) calendar days of the occurrence of one of the events listed in clauses (i), (ii), (iii) or (iii) above iv)above (each a “Repurchase Event”) and subject to the limitations imposed by applicable federal and state law, all or any part of the Shares issued to the Investor within the sixty (60) Trading Days preceding the occurrence of the Repurchase Event and then held by the Investor at a price per Share equal to the highest Volume Weighted Average Price during the period beginning on the date of the Repurchase Event and ending on and including the date on which the Investor is paid by the Company for the repurchase of the Shares (the "Payment Amount"). If the Company fails to pay to the Investor the full aggregate Payment Amount within five (5) calendar days of the occurrence of a Repurchase Event, the Company shall pay to the Investor, on the first Trading Day following such fifth (5th) calendar day, in addition to and not in lieu of the Payment Amount payable by the Company to the Investor, an amount equal to 2% of the aggregate Payment Amount then due and payable to the Investor, in cash by wire transfer, plus compounded annual interest of 1018% on such Payment Amount during the period, beginning on the day following such fifth calendar day, during which such Payment Amount, or any portion thereof, is outstanding.

Delisting; Suspension. If at any time during the Open Period or within thirty (30) calendar days after the end of the Open Period, (i) the Registration Statement, after it has been declared effective, shall not remain effective and available for sale of all the Registerable Registrable Securities, (ii) the Common Stock shall not be listed on the Principal Market or shall have been suspended from trading thereon (excluding suspensions of not more than one trading day resulting from business announcements by the Company) or the Company shall have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock or Stock, (iii) there shall have occurred a Major Transaction (as defined in Section 2(g2(f)) or the public announcement of a pending Major Transaction which has not been abandoned or terminated, or (iv) the Registration Statement is no longer effective or stale for a period of more than five (5) Trading Days as a result of the Company to timely file its financials, the Investor shall repurchase within thirty have the right (30) calendar days the "REPURCHASE OPTION"), as partial relief for the damages to the Investor by reason of the occurrence of one of the events listed in clauses (i), (ii), (iii) or (iiiiv)above (which remedy shall not be exclusive of any other remedies available at law or equity), in its sole discretion, which right shall be exercised within thirty (30) above calendar days of such event or occurrence (each a “Repurchase Event”"REPURCHASE EVENT"), to sell to the Company, and the Company agrees to buy, promptly upon the exercise of such right by the Investor, but in any event within ten (10) calendar days of the exercise of such right, and subject to the limitations imposed by applicable federal and state law, all or any part of the Shares issued to the Investor within the sixty (60) Trading Days preceding the occurrence Investor's exercise of the Repurchase Event Option and then held by the Investor at a price per Share equal to the highest Volume Weighted Average Price closing price during the period beginning on the date of the Repurchase Event and ending on and including the date on which the Investor is paid by the Company for the repurchase of the Shares exercises its Repurchase Option (the "Payment AmountPAYMENT AMOUNT"). If the Company fails to pay to the Investor the full aggregate Payment Amount within five ten (510) calendar days of the occurrence Investor's exercise of a the Repurchase EventOption hereunder, the Company shall pay to the Investor, on the first Trading Day following such fifth tenth (5th10th) calendar day, in addition to and not in lieu of the Payment Amount payable by the Company to the InvestorInvestor upon exercise of the Repurchase Option, an amount equal to 2% of the aggregate Payment Amount then due and payable to the Investor, in cash by wire transfer, plus compounded annual interest of 108% on such Payment Amount during the period, beginning on the day following such fifth tenth calendar day, during which such Payment Amount, or any portion thereof, is outstanding.

Delisting; Suspension. If at any time during the Open Period or within thirty (30) calendar days after the end of the Open Period, (i) the Registration Statement, after it has been declared effective, shall not remain effective and available for sale of all the Registerable Registrable Securities, (ii) the Common Stock shall not be listed on the Principal Market or shall have been suspended from trading thereon (excluding suspensions of not more than one trading day Trading Day resulting from business announcements by the Company) or the Company shall have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock or Stock, (iii) there shall have occurred a Major Transaction (as defined in Section 2(g1(g)) or the public announcement of a pending Major Transaction which has not been abandoned or terminated, or (iv) the Registration Statement is no longer effective or is stale for a period of more than fifteen (15) Trading Days as a result of the Company to timely file its financials, the Company shall repurchase within thirty (30) calendar days of the occurrence of one of the events listed in clauses (i), (ii), (iii) or (iii) above iv)above (each a “Repurchase Event”"REPURCHASE EVENT") and subject to the limitations imposed by applicable federal and state law, all or any part of the Shares issued to the Investor within the sixty (60) Trading Days preceding the occurrence of the Repurchase Event and then held by the Investor at a price per Share equal to the highest Volume Weighted Average Price during the period beginning on the date of the Repurchase Event and ending on and including the date on which the Investor is paid by the Company for the repurchase of the Shares (the "Payment AmountPAYMENT AMOUNT"). If the Company fails to pay to the Investor the full aggregate Payment Amount within five ten (510) calendar days of the occurrence of a Repurchase Event, the Company shall pay to the Investor, on the first Trading Day following such fifth tenth (5th10th) calendar day, in addition to and not in lieu of the Payment Amount payable by the Company to the Investor, Investor an amount equal to 2% of the aggregate Payment Amount then due and payable to the Investor, in cash by wire transfer, plus compounded annual interest of 1018% on such Payment Amount during the period, beginning on the day following such fifth tenth calendar day, during which such Payment Amount, or any portion thereof, is outstanding.

Delisting; Suspension. If at any time during the Open an Investment Period or within thirty (30) calendar days 10 Trading Days after the end of the Open such Investment Period, (i) the Registration Statement, after it has been declared effective, together with the required prospectus supplement, shall not remain (for 20 Trading Days) fail to be effective and available for sale of all the Registerable SecuritiesShares or Warrant Shares (such 20 Trading Day period being a "GRACE PERIOD"), or (ii) the Common Stock shall not at all times be listed on the Principal Market or shall have been suspended at any time from trading thereon (excluding suspensions of not more than one trading day resulting from business announcements by the Company) or the Company Investor shall have been notified of any pending or threatened proceeding or other action the right (the "REPURCHASE OPTION"), as partial relief for the damages to delist or suspend the Common Stock or (iii) there shall have occurred a Major Transaction (as defined in Section 2(g)) or the public announcement of a pending Major Transaction which has not been abandoned or terminated, or the Company shall repurchase within thirty (30) calendar days Investor by reason of the occurrence of one of the events listed in clauses (i), ) or (ii) above (which remedy shall not be exclusive of any other remedies available at law or equity), in its sole discretion, which right shall be exercised within 30 days of the initial delisting or suspension in the case of (iiiii) above or within 30 days of the end of the Grace Period (if a Grace Period is available for such lapse in effectiveness, and otherwise upon the initial lapse in effectiveness) in the case of (i) above (each a “Repurchase Event”) and subject "REPURCHASE EVENT"), to sell to the limitations imposed Company upon written notice (the "REPURCHASE OPTION NOTICE"), and the Company agrees to buy for immediately available funds within two Trading Days of the exercise of such right by applicable federal and state law, the Investor all or any part of the Shares or Warrant Shares issued to the Investor within the sixty (60) 30 Trading Days preceding the occurrence commencement of the breach or failure that created the Repurchase Event Option (such breach or failure being the "NONCOMPLIANCE EVENT") and then held by the Investor at a price per Share equal to the highest Volume Weighted Average Applicable Trading Price during the period beginning on the date of the Repurchase Noncompliance Event and ending on and including the date on which the Investor exercises its Repurchase Option (the "PAYMENT AMOUNT"). Once the Company has availed itself of all or a portion of a Grace Period, it will not be entitled to a subsequent Grace Period unless and until it has maintained the effectiveness of the Registration Statement without interruption for at least 40 consecutive Trading Days. The "APPLICABLE TRADING PRICE" with respect to the Common Stock on any Trading Day, shall mean the Closing Bid Price (as defined below) of the Common Stock on such Trading Day. "CLOSING BID PRICE" means, for any security as of any date, the last closing bid price for such security on the Principal Market (as reported by Bloomberg), or, if the Principal Market is paid not the principal securities exchange or trading market for such security, the last closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing bid price of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no closing bid price is reported for such security by Bloomberg, the last closing trade price of such security as reported by Bloomberg, or, if no last closing trade price is reported for such security by Bloomberg, the average of the bid prices of any market makers for such security as reported in the "pink sheets" by the National Quotation Bureau, Inc. If the Closing Bid Price cannot be calculated for such security on such date on any of the foregoing bases, the Closing Bid Price of such security on such date shall be the fair market value as mutually determined by the Company and the Investor. All such determinations to be appropriately adjusted for the repurchase of the Shares (the "Payment Amount")any stock dividend, stock split or other similar transaction during such period. If the Company fails to pay to the Investor the full aggregate Payment Amount within five (5) calendar days two Trading Days of the occurrence Investor's exercise of a the Repurchase EventOption hereunder, the Company shall pay to the Investor, on the first Trading Day following such fifth (5th) calendar daysecond Trading Day, in addition to and not in lieu of the Payment Amount payable by the Company to the InvestorInvestor upon exercise of the Repurchase Option, an amount equal to 21.25% per month (pro rated for partial months) until paid in full. The Investor may in its sole discretion, without prejudice, withdraw such Repurchase Option Notice in whole or part from time to time prior to the payment in full to the Investor of the aggregate Payment Amount then due and payable to the Investor, amounts specified in cash by wire transfer, plus compounded annual interest of 10% on such Payment Amount during the period, beginning on the day following such fifth calendar day, during which such Payment Amount, or any portion thereof, is outstandingthis Section 1(k).

Delisting; Suspension. If at any time during the Open Period or within thirty (30) calendar days after the end of the Open Period, (i) the Registration Statement, after it has been declared effective, shall not remain effective and available for sale of all the Registerable Registrable Securities, (ii) the Common Stock shall not be listed on the Principal Market or shall have been suspended from trading thereon (excluding suspensions of not more than one trading day resulting from business announcements by the Company) or the Company shall have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock or Stock, (iii) there shall have occurred a Major Transaction (as defined in Section 2(g1(g)) or the public announcement of a pending Major Transaction which has not been abandoned or terminated, or (iv) the Registration Statement is no longer effective or stale for a period of more than five (5) Trading Days as a result of the Company to timely file its financials, the Investor shall repurchase within thirty have the right (30) calendar days the "REPURCHASE OPTION"), as partial relief for the damages to the Investor by reason of the occurrence of one of the events listed in clauses (i), (ii), (iii) or (iiiiv)above (which remedy shall not be exclusive of any other remedies available at law or equity), in its sole discretion, which right shall be exercised within thirty (30) above calendar days of such event or occurrence (each a “Repurchase Event”"REPURCHASE EVENT"), to sell to the Company, and the Company agrees to buy, promptly upon the exercise of such right by the Investor, but in any event within ten (10) calendar days of the exercise of such right, and subject to the limitations imposed by applicable federal and state law, all or any part of the Shares issued to the Investor within the sixty (60) Trading Days preceding the occurrence Investor's exercise of the Repurchase Event Option and then held by the Investor at a price per Share equal to the highest Dollar Trading Volume Weighted Average Price during the period beginning on the date of the Repurchase Event and ending on and including the date on which the Investor is paid by the Company for the repurchase of the Shares exercises its Repurchase Option (the "Payment AmountPAYMENT AMOUNT"). If the Company fails to pay to the Investor the full aggregate Payment Amount within five ten (510) calendar days of the occurrence Investor's exercise of a the Repurchase EventOption hereunder, the Company shall pay to the Investor, on the first Trading Day following such fifth tenth (5th10th) calendar day, in addition to and not in lieu of the Payment Amount payable by the Company to the InvestorInvestor upon exercise of the Repurchase Option, an amount equal to 2% of the aggregate Payment Amount then due and payable to the Investor, in cash by wire transfer, plus compounded annual interest of 1018% on such Payment Amount during the period, beginning on the day following such fifth tenth calendar day, during which such Payment Amount, or any portion thereof, is outstanding.

Delisting; Suspension. If at any time during the Open Period or within thirty (30) calendar days after the end of the Open Period, (i) the Registration Statement, after it has been declared effective, shall not remain effective and available for sale of all the Registerable SecuritiesRegistrable Securities for a period exceeding 10 calendar days, (ii) the Common Stock shall not be listed on the Principal Market or shall have been suspended from trading thereon (excluding suspensions of not more than one trading day resulting from business announcements by the Company) or the Company shall have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock or Stock, (iii) there shall have occurred a Major Transaction (as defined in Section 2(g)) or the public announcement of a pending Major Transaction which has not been abandoned or terminated, or (iv) the Registration Statement is no longer effective or stale for a period of more than five (5) Trading Days as a result of the Company's failure to timely file its financial statements or for any other reason, the Company shall repurchase within thirty (30) calendar days of the occurrence of one of the events listed in clauses (i), (ii), (iii) or (iiiiv) above (each a “Repurchase Event”"REPURCHASE EVENT") and subject to the limitations imposed by applicable federal and state law, all or any part of the Shares Securities issued to the Investor within the sixty (60) Trading Days immediately preceding the occurrence of the Repurchase Event and then held by the Investor at a price per Share equal to the highest Volume Weighted Average Price closing bid price during the period beginning on the date of the Repurchase Event and ending on and including the date on which the Investor is paid by the Company for the repurchase of the Shares (the "Payment AmountPAYMENT AMOUNT"). If the Company fails to pay to the Investor the full aggregate Payment Amount within five ten (510) calendar days of the occurrence of a Repurchase Event, the Company shall pay to the Investor, on the first Trading Day following such fifth tenth (5th10th) calendar day, in addition to and not in lieu of the Payment Amount payable by the Company to the Investor, an amount equal to two (2% %) percent of the aggregate Payment Amount then due and payable to the Investor, in cash by wire transfer, plus compounded annual interest of 1018% on such Payment Amount during the period, beginning on the day following such fifth tenth calendar day, during which such Payment Amount, or any portion thereof, is outstanding.

Delisting; Suspension. If at any time during the Open Period or ---------------------- within thirty (30) calendar days after the end of the Open Period, (i) the Registration Statement, after it has been declared effective, shall not remain effective and available for sale of all the Registerable Registrable Securities, (ii) the Common Stock shall not be listed on the Principal Market or shall have been suspended from trading thereon (excluding suspensions of not more than one trading day resulting from business announcements by the Company) or the Company shall have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock or Stock, (iii) there shall have occurred a Major Transaction (as defined in Section 2(g1(g)) or the public announcement of a pending Major Transaction which has not been abandoned or terminated, or (iv) the Registration Statement is no longer effective or is stale for a period of more than fifteen (15) Trading Days as a result of the Company to timely file its financials, the Investor shall repurchase within thirty have the right (30) calendar days the "REPURCHASE OPTION"), as partial relief for the damages to the Investor by reason of the occurrence of one of the events listed in clauses (i), (ii), (iii) or (iiiiv) above (each which remedy shall not be exclusive of any other remedies available at law or equity), in its sole discretion, which right shall be exercised within thirty (30) calendar days of such event or occurrence (a “Repurchase Event”"REPURCHASE EVENT"), to sell to the Company, and the Company agrees to buy, promptly upon the exercise of such right by the Investor, but in any event within ten (10) calendar days of the exercise of such right, and subject to the limitations imposed by applicable federal and state law, all or any part of the Shares issued to the Investor within the sixty (60) Trading Days preceding the occurrence Investor's exercise of the Repurchase Event Option and then held by the Investor at a price per Share equal to the highest Volume Weighted Average Price during the period beginning on the date of the Repurchase Event and ending on and including the date on which the Investor is paid by the Company for the repurchase of the Shares exercises its Repurchase Option (the "Payment AmountPAYMENT AMOUNT"). If the Company fails to pay to the Investor the full aggregate Payment Amount within five ten (510) calendar days of the occurrence Investor's exercise of a the Repurchase EventOption hereunder, the Company shall pay to the Investor, on the first Trading Day following such fifth tenth (5th10th) calendar day, in addition to and not in lieu of the Payment Amount payable by the Company to the InvestorInvestor upon exercise of the Repurchase Option, an amount equal to 2% of the aggregate Payment Amount then due and payable to the Investor, in cash by wire transfer, plus compounded annual interest of 1018% on such Payment Amount during the period, beginning on the day following such fifth tenth calendar day, during which such Payment Amount, or any portion thereof, is outstanding.

Delisting; Suspension. If at any time during the Open Period or within thirty (30) calendar days after the end of the Open Period, (i) the Registration Statement, after it has been declared effective, shall not remain effective and available for sale of all the Registerable Registrable Securities, (ii) the Common Stock shall not be listed on the Principal Market or shall have been suspended from trading thereon (excluding suspensions of not more than one trading day resulting from business announcements by the Company) or the Company shall have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock or Stock, (iii) there shall have occurred a Major Transaction (as defined in Section 2(g)) or the public announcement of a pending Major Transaction which has not been abandoned or terminated, or (iv) the Registration Statement is no longer effective or stale for a period of more than five (5) Trading Days as a result of the Company to timely file its financials, the Company shall repurchase within thirty (30) calendar days of the occurrence of one of the events listed in clauses (i), (ii), (iii) or (iii) above iv)above (each a “Repurchase Event”"REPURCHASE EVENT") and subject to the limitations imposed by applicable federal and state law, all or any part of the Shares issued to the Investor within the sixty (60) Trading Days preceding the occurrence of the Repurchase Event and then held by the Investor at a price per Share equal to the highest Volume Weighted Average Price during the period beginning on the date of the Repurchase Event and ending on and including the date on which the Investor is paid by the Company for the repurchase of the Shares (the "Payment AmountPAYMENT AMOUNT"). If the Company fails to pay to the Investor the full aggregate Payment Amount within five ten (510) calendar days of the occurrence of a Repurchase Event, the Company shall pay to the Investor, on the first Trading Day following such fifth tenth (5th10th) calendar day, in addition to and not in lieu of the Payment Amount payable by the Company to the Investor, Investor an amount equal to 2% of the aggregate Payment Amount then due and payable to the Investor, in cash by wire transfer, plus compounded annual interest of 1018% on such Payment Amount during the period, beginning on the day following such fifth tenth calendar day, during which such Payment Amount, or any portion thereof, is outstanding.. 77

Delisting; Suspension. If at any time during the Open Period or within thirty (30) 30 calendar days after the end of the Open Period, ; (iI) the Registration Statement, after it has been declared effective, shall not remain effective and available for sale of all the Registerable Securities, Registrable Securities for a period exceeding 10 calendar days; (iiII) the Common Stock shall not be listed on the Principal Market or shall have been suspended from trading thereon (excluding suspensions of not more than one trading day resulting from business announcements by the Company) or the Company shall have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock or Stock; (iiiIII) there shall have occurred a Major Transaction (as defined in Section 2(g)) or the public announcement of a pending Major Transaction which has not been abandoned or terminated; or (IV) the Registration Statement is no longer effective or stale for a period of more than five Trading Days as a result of the Company's failure to timely file its financial statements or for any other reason, or the Company shall repurchase repurchase, within thirty (30) 30 calendar days of the occurrence of one of the events listed in clauses (i), (ii), (iii) or (iiiiv) above (each a “"Repurchase Event”") and subject to the limitations imposed by applicable federal and state law, all or any part of the Shares Securities issued to the Investor within the sixty (60) 40 Trading Days preceding the occurrence of the Repurchase Event and then held by the Investor at a price per Share equal to the highest Volume Weighted Average Price closing bid price during the period beginning on the date of the Repurchase Event and ending on and including the date on which the Investor is paid by the Company for the repurchase of the Shares (the "Payment Amount"). If the Company fails to pay to the Investor the full aggregate Payment Amount within five (5) ten calendar days of the occurrence of a Repurchase Event, the Company shall pay to the Investor, on the first Trading Day following such fifth (5th) tenth calendar day, in addition to and not in lieu of the Payment Amount payable by the Company to the Investor, an amount equal to 2% of the aggregate Payment Amount then due and payable to the Investor, in cash by wire transfer, plus compounded annual interest of 1018% on such Payment Amount during the period, beginning on the day following such fifth tenth calendar day, during which such Payment Amount, or any portion thereof, is outstanding.