Common use of Fixed Requests Clause in Contracts

Fixed Requests. From time to time during the Investment Period, the Company may in its sole discretion deliver to the Investor a Fixed Request Notice for a specified Fixed Amount Requested, and the applicable discount price (the “Discount Price”) shall be determined, in accordance with the price (provided, however, that solely for purposes of calculating the Discount Price for any Trading Day on which the VWAP is equal to or greater than the Threshold Price (and not for purposes of, among other things, determining the Fixed Amount Requested that may be requested by the Company), the heading “Threshold Price” in the immediately below table shall be replaced with “VWAP”) and share amount parameters as set forth below or such other parameters mutually agreed upon by the Investor and the Company, and upon the terms and subject to the conditions of this Agreement, the Investor shall purchase from the Company the Shares subject to such Fixed Request Notice at the Discount Price; provided, however, that (i) if an ex-dividend date is established by the Trading Market in respect of the Common Stock on or between the first Trading Day of the applicable Pricing Period and the applicable Settlement Date, the Discount Price shall be reduced by the per share dividend amount and (ii) unless the parties otherwise mutually agree, the Company may not deliver any single Fixed Request Notice for a Fixed Amount Requested in excess of the lesser of (a) the amount in the applicable Fixed Amount Requested column below and (b) any amount that would under applicable law, rule or regulation result in any restriction or impairment of the Investor’s ability to resell the Shares subject to such Fixed Request Notice without restriction: Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $10.00 Not to exceed $34,000,000 96.75% of the VWAP Equal to or greater than $9.00 and less than $10.00 Not to exceed $31,000,000 96.50% of the VWAP Equal to or greater than $8.00 and less than $9.00 Not to exceed $28,000,000 96.50% of the VWAP Equal to or greater than $7.00 and less than $8.00 Not to exceed $25,000,000 96.25% of the VWAP Equal to or greater than $6.00 and less than $7.00 Not to exceed $22,000,000 96.00% of the VWAP Equal to or greater than $5.00 and less than $6.00 Not to exceed $19,000,000 95.50% of the VWAP Equal to or greater than $4.00 and less than $5.00 Not to exceed $16,000,000 95.25% of the VWAP Equal to or greater than $3.00 and less than $4.00 Not to exceed $13,000,000 94.75% of the VWAP Equal to or greater than $2.00 and less than $3.00 Not to exceed $10,000,000 94.25% of the VWAP Equal to or greater than $1.50 and less than $2.00 Not to exceed $7,000,000 94.00% of the VWAP Equal to or greater than $1.00 and less than $1.50 Not to exceed $5,000,000 93.50% of the VWAP

Fixed Requests. From time to time during the Investment Period, the Company may may, in its sole discretion discretion, deliver to the Investor a Fixed Request Notice for a specified Fixed Amount Requested (up to the Maximum Fixed Amount Requested) or for the Alternative Fixed Amount Requested, and the applicable discount price (the “Discount Price”) shall be determined, in accordance with the price (provided, however, that solely for purposes of calculating the Discount Price for any Trading Day on which the VWAP is equal to or greater than the Threshold Price (and not for purposes of, among other things, determining the Fixed Amount Requested that may be requested by the Company), the heading “Threshold Price” in the immediately below table shall be replaced with “VWAP”) and share amount parameters as set forth in the below or such other parameters mutually agreed upon by the Investor and the Companypricing grid, and upon the terms and subject to the conditions of this Agreement, the Investor shall purchase from the Company the Shares subject to such Fixed Request Notice at the Discount Price; provided, however, that (i) if an ex-dividend date is established by the Trading Market in respect of the Common Stock on or between the first Trading Day of the applicable Pricing Period and the applicable Settlement Date, the Discount Price shall be reduced by the per share dividend amount and amount, (ii) unless subject to clause (iii) hereof, if the parties otherwise mutually agreeCompany does not elect the Alternative Fixed Amount Requested, the Company may not deliver any single Fixed Request Notice for a specified Fixed Amount Requested in excess of the lesser of (a) the specific dollar amount in the applicable Fixed Amount Requested/Alternative Fixed Amount Requested column below (the “Maximum Fixed Amount Requested”), and (biii) any amount that would under the Company may elect to deliver to the Investor up to two Fixed Request Notices each providing for a specified Fixed Amount Requested of up to $5,000,000 (subject in all cases to the provisions of Section 3.10 and 6.6 of this Agreement) and a Threshold Price of $1.00, in which case the applicable law, rule or regulation result in any restriction or impairment Discount Price therefor shall be 90.000% of the Investor’s ability to resell the Shares subject to such VWAP (each, a “Fixed Request Notice without restriction: Option”). Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $10.00 5.00 Not to exceed exceed, at the Company’s option, the greater of (i) $34,000,000 96.758,500,000 and (ii) the Alternative Fixed Amount Requested 96.500% of the VWAP Equal to or greater than $9.00 4.75 and less than $10.00 5.00 Not to exceed exceed, at the Company’s option, the greater of (i) $31,000,000 96.508,000,000 and (ii) the Alternative Fixed Amount Requested 96.500% of the VWAP Equal to or greater than $8.00 4.50 and less than $9.00 4.75 Not to exceed exceed, at the Company’s option, the greater of (i) $28,000,000 96.507,500,000 and (ii) the Alternative Fixed Amount Requested 95.500% of the VWAP Equal to or greater than $7.00 4.25 and less than $8.00 4.50 Not to exceed exceed, at the Company’s option, the greater of (i) $25,000,000 96.25% of 7,000,000 and (ii) the VWAP Equal to or greater than $6.00 and less than $7.00 Not to exceed $22,000,000 96.00% of the VWAP Equal to or greater than $5.00 and less than $6.00 Not to exceed $19,000,000 95.50Alternative Fixed Amount Requested 95.500% of the VWAP Equal to or greater than $4.00 and less than $5.00 4.25 Not to exceed exceed, at the Company’s option, the greater of (i) $16,000,000 95.256,500,000 and (ii) the Alternative Fixed Amount Requested 95.500% of the VWAP Equal to or greater than $3.75 and less than $4.00 Not to exceed, at the Company’s option, the greater of (i) $6,000,000 and (ii) the Alternative Fixed Amount Requested 95.500% of the VWAP Equal to or greater than $3.50 and less than $3.75 Not to exceed, at the Company’s option, the greater of (i) $5,500,000 and (ii) the Alternative Fixed Amount Requested 95.500% of the VWAP Equal to or greater than $3.25 and less than $3.50 Not to exceed, at the Company’s option, the greater of (i) $5,000,000 and (ii) the Alternative Fixed Amount Requested 95.500% of the VWAP Equal to or greater than $3.00 and less than $4.00 3.25 Not to exceed exceed, at the Company’s option, the greater of (i) $13,000,000 94.754,500,000 and (ii) the Alternative Fixed Amount Requested 95.500% of the VWAP Equal to or greater than $2.75 and less than $3.00 Not to exceed, at the Company’s option, the greater of (i) $4,000,000 and (ii) the Alternative Fixed Amount Requested 95.500% of the VWAP Equal to or greater than $2.50 and less than $2.75 Not to exceed, at the Company’s option, the greater of (i) $3,500,000 and (ii) the Alternative Fixed Amount Requested 95.000% of the VWAP Equal to or greater than $2.25 and less than $2.50 Not to exceed, at the Company’s option, the greater of (i) $3,000,000 and (ii) the Alternative Fixed Amount Requested 95.000% of the VWAP Equal to or greater than $2.00 and less than $3.00 2.25 Not to exceed exceed, at the Company’s option, the greater of (i) $10,000,000 94.252,500,000 and (ii) the Alternative Fixed Amount Requested 94.500% of the VWAP Equal to or greater than $1.75 and less than $2.00 Not to exceed, at the Company’s option, the greater of (i) $2,000,000 and (ii) the Alternative Fixed Amount Requested 94.500% of the VWAP Equal to or greater than $1.50 and less than $2.00 1.75 Not to exceed exceed, at the Company’s option, the greater of (i) $7,000,000 94.001,500,000 and (ii) the Alternative Fixed Amount Requested 94.000% of the VWAP Equal to or greater than $1.00 1.25 and less than $1.50 Not to exceed exceed, at the Company’s option, the greater of (i) $5,000,000 93.501,000,000 and (ii) the Alternative Fixed Amount Requested 94.000% of the VWAPVWAP Equal to or greater than $0.75 and less than $1.25 Not to exceed, at the Company’s option, the greater of (i) $1,000,000 and (ii) the Alternative Fixed Amount Requested 93.500% of the VWAP Anything to the contrary in this Agreement notwithstanding, except with respect to a Fixed Request Option, at no time shall the Investor be required to purchase more than the greater of (i) the Alternative Fixed Amount Requested (assuming for this purpose the election of the Alternative Fixed Amount Requested for each Trading Day during the applicable Pricing Period) and (ii) the Maximum Fixed Amount Requested (assuming for this purpose the Company does not elect the Alternative Fixed Amount Requested for any Trading Day during the applicable Pricing Period), in each case in respect of any Pricing Period (subject in all cases to the provisions of Section 3.10 and 6.6 of this Agreement).

Fixed Requests. From time to time during the Investment Period, the Company may may, in its sole discretion discretion, deliver to the Investor a Fixed Request Notice for a specified Fixed Amount Requested (up to the Maximum Fixed Amount Requested) or for the Alternative Fixed Amount Requested, and the applicable discount price (the “Discount Price”) shall be determined, in accordance with the price (provided, however, that solely for purposes of calculating the Discount Price for any Trading Day on which the VWAP is equal to or greater than the Threshold Price (and not for purposes of, among other things, determining the Fixed Amount Requested that may be requested by the Company), the heading “Threshold Price” in the immediately below table shall be replaced with “VWAP”) and share amount parameters as set forth in the below or such other parameters mutually agreed upon by the Investor and the Companypricing grid, and upon the terms and subject to the conditions of this Agreement, the Investor shall purchase from the Company the Shares subject to such Fixed Request Notice at the Discount Price; provided, however, that (i) if an ex-dividend date is established by the Trading Market in respect of the Common Stock on or between the first Trading Day of the applicable Pricing Period and the applicable Settlement Date, the Discount Price shall be reduced by the per share dividend amount and (ii) unless if the parties otherwise mutually agreeCompany does not elect the Alternative Fixed Amount Requested, the Company may not deliver any single Fixed Request Notice for a specified Fixed Amount Requested in excess of the lesser of (a) the specific dollar amount in the applicable Fixed Amount Requested/Alternative Fixed Amount Requested column below and (b) any amount that would under applicable law, rule or regulation result in any restriction or impairment of the Investor’s ability to resell the Shares subject to such “Maximum Fixed Request Notice without restriction: Amount Requested”). Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $10.00 5.00 Not to exceed exceed, at the Company’s option, the greater of (i) $34,000,000 96.75% of 10,000,000 and (ii) the VWAP Equal to or greater than $9.00 and less than $10.00 Not to exceed $31,000,000 96.50% of the VWAP Equal to or greater than $8.00 and less than $9.00 Not to exceed $28,000,000 96.50% of the VWAP Equal to or greater than $7.00 and less than $8.00 Not to exceed $25,000,000 96.25% of the VWAP Equal to or greater than $6.00 and less than $7.00 Not to exceed $22,000,000 96.00% of the VWAP Equal to or greater than $5.00 and less than $6.00 Not to exceed $19,000,000 95.50Alternative Fixed Amount Requested 94.000% of the VWAP Equal to or greater than $4.00 and less than $5.00 Not to exceed exceed, at the Company’s option, the greater of (i) $16,000,000 95.258,000,000 and (ii) the Alternative Fixed Amount Requested 93.70% of the VWAP Equal to or greater than $3.00 and less than $4.00 Not to exceed exceed, at the Company’s option, the greater of (i) $13,000,000 94.756,000,000 and (ii) the Alternative Fixed Amount Requested 93.30% of the VWAP Equal to or greater than $2.75 and less than $3.00 Not to exceed, at the Company’s option, the greater of (i) $5,500,000 and (ii) the Alternative Fixed Amount Requested 93.10% of the VWAP Equal to or greater than $2.50 and less than $2.75 Not to exceed, at the Company’s option, the greater of (i) $5,000,000 and (ii) the Alternative Fixed Amount Requested 93.00% of the VWAP Equal to or greater than $2.25 and less than $2.50 Not to exceed, at the Company’s option, the greater of (i) $4,500,000 and (ii) the Alternative Fixed Amount Requested 92.80% of the VWAP Equal to or greater than $2.00 and less than $3.00 2.25 Not to exceed exceed, at the Company’s option, the greater of (i) $10,000,000 94.254,000,000 and (ii) the Alternative Fixed Amount Requested 92.70% of the VWAP Equal to or greater than $1.75 and less than $2.00 Not to exceed, at the Company’s option, the greater of (i) $3,500,000 and (ii) the Alternative Fixed Amount Requested 92.50% of the VWAP Equal to or greater than $1.50 and less than $2.00 1.75 Not to exceed exceed, at the Company’s option, the greater of (i) $7,000,000 94.003,000,000 and (ii) the Alternative Fixed Amount Requested 92.40% of the VWAP Equal to or greater than $1.25 and less than $1.50 Not to exceed, at the Company’s option, the greater of (i) $2,500,000 and (ii) the Alternative Fixed Amount Requested 92.20% of the VWAP Equal to or greater than $1.00 and less than $1.50 1.25 Not to exceed exceed, at the Company’s option, the greater of (i) $5,000,000 93.502,000,000 and (ii) the Alternative Fixed Amount Requested 92.10% of the VWAPVWAP Equal to or greater than $0.75 and less than $1.00 Not to exceed, at the Company’s option, the greater of (i) $1,500,000 and (ii) the Alternative Fixed Amount Requested 92.00% of the VWAP Anything to the contrary in this Agreement notwithstanding, at no time shall the Investor be required to purchase more than: (i) the Alternative Fixed Amount Requested (assuming for this purpose the election of the Alternative Fixed Amount Requested for each Trading Day during the applicable Pricing Period) or (ii) the Maximum Fixed Amount Requested (assuming for this purpose the Company does not elect the Alternative Fixed Amount Requested for any Trading Day during the applicable Pricing Period), in each case in respect of any Pricing Period (subject in all cases to the provisions of Sections 3.10 and 6.6 of this Agreement).

Fixed Requests. From time to time during the Investment Period, the Company may may, in its sole discretion discretion, deliver to the Investor a Fixed Request Notice for a specified Fixed Amount Requested (up to the Maximum Fixed Amount Requested), and the applicable discount price (the “Discount Price”) shall be determined, in accordance with the price (provided, however, that solely for purposes of calculating the Discount Price for any Trading Day on which the VWAP is equal to or greater than the Threshold Price (and not for purposes of, among other things, determining the Fixed Amount Requested that may be requested by the Company), the heading “Threshold Price” in the immediately below table shall be replaced with “VWAP”) and share amount parameters as set forth in the below or such other parameters mutually agreed upon by the Investor and the Companypricing grid, and upon the terms and subject to the conditions of this Agreement, the Investor shall purchase from the Company the Shares subject to such Fixed Request Notice at the Discount Price; provided, however, that (i) if an ex-dividend date is established by the Trading Market in respect of the Common Stock on or between the first Trading Day of the applicable Pricing Period and the applicable Settlement Date, the Discount Price shall be reduced by the per share dividend amount and (ii) unless the parties otherwise mutually agree, the Company may not deliver any single Fixed Request Notice for a Fixed Amount Requested in excess of the lesser of (a) the amount in the applicable Fixed Amount Requested column below and (b) any amount that would under applicable law, rule or regulation result in any restriction or impairment of the Investor’s ability to resell the Shares subject to such Fixed Request Notice without restriction: Threshold Price “Maximum Fixed Amount Requested Discount Price Equal to or greater than $10.00 Not to exceed $34,000,000 96.75% of the VWAP Equal to or greater than $9.00 and less than $10.00 Not to exceed $31,000,000 96.50% of the VWAP Requested”). Equal to or greater than $8.00 and less than $9.00 Not to exceed exceed, at the Company’s option, the greater of (i) $28,000,000 96.504,000,000 and (ii) the Alternative Fixed Amount Requested 95.80% of the VWAP Equal to or greater than $7.00 and less than $8.00 Not to exceed exceed, at the Company’s option, the greater of (i) $25,000,000 96.253,500,000 and (ii) the Alternative Fixed Amount Requested 95.60% of the VWAP Equal to or greater than $6.00 and less than $7.00 Not to exceed exceed, at the Company’s option, the greater of (i) $22,000,000 96.003,000,000 and (ii) the Alternative Fixed Amount Requested 95.40% of the VWAP Equal to or greater than $5.00 and less than $6.00 Not to exceed exceed, at the Company’s option, the greater of (i) $19,000,000 95.502,500,000 and (ii) the Alternative Fixed Amount Requested 95.20% of the VWAP Equal to or greater than $4.00 and less than $5.00 Not to exceed exceed, at the Company’s option, the greater of (i) $16,000,000 95.252,000,000 and (ii) the Alternative Fixed Amount Requested 95.00% of the VWAP Equal to or greater than $3.00 and less than $4.00 Not to exceed exceed, at the Company’s option, the greater of (i) $13,000,000 94.751,500,000 and (ii) the Alternative Fixed Amount Requested 94.000% of the VWAP Equal to or greater than $2.00 and less than $3.00 Not to exceed exceed, at the Company’s option, the greater of (i) $10,000,000 94.251,000,000 and (ii) the Alternative Fixed Amount Requested 93.000% of the VWAP Equal to or greater than $1.50 and less than $2.00 Not to exceed exceed, at the Company’s option, the greater of (i) $7,000,000 94.00750,000 and (ii) the Alternative Fixed Amount Requested 93.000% of the VWAP Equal Anything to or greater the contrary in this Agreement notwithstanding, at no time shall the Investor be required to purchase more than $1.00 the Maximum Fixed Amount Requested in respect of any Pricing Period (subject in all cases to the provisions of Section 3.10 and less than $1.50 Not to exceed $5,000,000 93.50% 6.6 of the VWAPthis Agreement).

Fixed Requests. From time to time during the Investment Period, the Company may may, in its sole discretion discretion, deliver to the Investor a Fixed Request Notice for a specified Fixed Amount Requested (up to the Maximum Fixed Amount Requested) or for the Alternative Fixed Amount Requested, and the applicable discount price (the “Discount Price”) shall be determined, in accordance with the price (provided, however, that solely for purposes of calculating the Discount Price for any Trading Day on which the VWAP is equal to or greater than the Threshold Price (and not for purposes of, among other things, determining the Fixed Amount Requested that may be requested by the Company), the heading “Threshold Price” in the immediately below table shall be replaced with “VWAP”) and share amount parameters as set forth in the below or such other parameters mutually agreed upon by the Investor and the Companypricing grid, and upon the terms and subject to the conditions of this Agreement, the Investor shall purchase from the Company the Shares subject to such Fixed Request Notice at the Discount Price; provided, however, that (i) if an ex-dividend date is established by the Trading Market in respect of the Common Stock on or between the first Trading Day of the applicable Pricing Period and the applicable Settlement Date, the Discount Price shall be reduced by the per share dividend amount and amount, (ii) unless subject to clause (iii) hereof, if the parties otherwise mutually agreeCompany does not elect the Alternative Fixed Amount Requested, the Company may not deliver any single Fixed Request Notice for a specified Fixed Amount Requested in excess of the lesser of (a) the specific dollar amount in the applicable Fixed Amount Requested/Alternative Fixed Amount Requested column below (the “Maximum Fixed Amount Requested”), and (biii) any amount that would under applicable lawwith respect to the first Fixed Request only, rule or regulation result in any restriction or impairment of the Investor’s ability Company may elect to resell deliver to the Shares subject to such Investor a single Fixed Request Notice without restriction: providing for a specified Fixed Account Requested of up to $12,500,000 (subject in all cases to the provisions of Section 3.10 and 6.6 of this Agreement) and a Threshold Price Fixed Amount Requested of $2.00, in which case the applicable Discount Price therefor shall be 90.000% of the VWAP (the “First Fixed Request Option”). Equal to or greater than $10.00 5.00 Not to exceed exceed, at the Company’s option, the greater of (i) $34,000,000 96.758,500,000 and (ii) the Alternative Fixed Amount Requested 96.500% of the VWAP Equal to or greater than $9.00 4.75 and less than $10.00 5.00 Not to exceed exceed, at the Company’s option, the greater of (i) $31,000,000 96.508,000,000 and (ii) the Alternative Fixed Amount Requested 96.500% of the VWAP Equal to or greater than $8.00 4.50 and less than $9.00 4.75 Not to exceed exceed, at the Company’s option, the greater of (i) $28,000,000 96.507,500,000 and (ii) the Alternative Fixed Amount Requested 95.500% of the VWAP Equal to or greater than $7.00 4.25 and less than $8.00 4.50 Not to exceed exceed, at the Company’s option, the greater of (i) $25,000,000 96.25% of 7,000,000 and (ii) the VWAP Equal to or greater than $6.00 and less than $7.00 Not to exceed $22,000,000 96.00% of the VWAP Equal to or greater than $5.00 and less than $6.00 Not to exceed $19,000,000 95.50Alternative Fixed Amount Requested 95.500% of the VWAP Equal to or greater than $4.00 and less than $5.00 4.25 Not to exceed exceed, at the Company’s option, the greater of (i) $16,000,000 95.256,500,000 and (ii) the Alternative Fixed Amount Requested 95.500% of the VWAP Equal to or greater than $3.75 and less than $4.00 Not to exceed, at the Company’s option, the greater of (i) $6,000,000 and (ii) the Alternative Fixed Amount Requested 95.500% of the VWAP Equal to or greater than $3.50 and less than $3.75 Not to exceed, at the Company’s option, the greater of (i) $5,500,000 and (ii) the Alternative Fixed Amount Requested 95.500% of the VWAP Equal to or greater than $3.25 and less than $3.50 Not to exceed, at the Company’s option, the greater of (i) $5,000,000 and (ii) the Alternative Fixed Amount Requested 95.500% of the VWAP Equal to or greater than $3.00 and less than $4.00 3.25 Not to exceed exceed, at the Company’s option, the greater of (i) $13,000,000 94.754,500,000 and (ii) the Alternative Fixed Amount Requested 95.500% of the VWAP Equal to or greater than $2.75 and less than $3.00 Not to exceed, at the Company’s option, the greater of (i) $4,000,000 and (ii) the Alternative Fixed Amount Requested 95.500% of the VWAP Equal to or greater than $2.50 and less than $2.75 Not to exceed, at the Company’s option, the greater of (i) $3,500,000 and (ii) the Alternative Fixed Amount Requested 95.000% of the VWAP Equal to or greater than $2.25 and less than $2.50 Not to exceed, at the Company’s option, the greater of (i) $3,000,000 and (ii) the Alternative Fixed Amount Requested 94.500% of the VWAP Equal to or greater than $2.00 and less than $3.00 2.25 Not to exceed exceed, at the Company’s option, the greater of (i) $10,000,000 94.252,500,000 and (ii) the Alternative Fixed Amount Requested 94.500% of the VWAP Equal to or greater than $1.75 and less than $2.00 Not to exceed, at the Company’s option, the greater of (i) $2,000,000 and (ii) the Alternative Fixed Amount Requested 94.500% of the VWAP Equal to or greater than $1.50 and less than $2.00 1.75 Not to exceed exceed, at the Company’s option, the greater of (i) $7,000,000 94.001,500,000 and (ii) the Alternative Fixed Amount Requested 94.000% of the VWAP Equal to or greater than $1.00 1.25 and less than $1.50 Not to exceed exceed, at the Company’s option, the greater of (i) $5,000,000 93.501,000,000 and (ii) the Alternative Fixed Amount Requested 94.500% of the VWAPVWAP Anything to the contrary in this Agreement notwithstanding, except with respect to the First Fixed Request Option, at no time shall the Investor be required to purchase more than the greater of (i) the Alternative Fixed Amount Requested (assuming for this purpose the election of the Alternative Fixed Amount Requested for each Trading Day during the applicable Pricing Period) and (ii) the Maximum Fixed Amount Requested, in each case in respect of any Pricing Period (subject in all cases to the provisions of Section 3.10 and 6.6 of this Agreement).

Fixed Requests. From time to time during the Investment Period, the Company may may, in its sole discretion discretion, deliver to the Investor a Fixed Request Notice for a specified Fixed Amount Requested (up to the Maximum Fixed Amount Requested) or for the Alternative Fixed Amount Requested, and the applicable discount price (the “Discount Price”) shall be determined, in accordance with the price (provided, however, that solely for purposes of calculating the Discount Price for any Trading Day on which the VWAP is equal to or greater than the Threshold Price (and not for purposes of, among other things, determining the Fixed Amount Requested that may be requested by the Company), the heading “Threshold Price” in the immediately below table shall be replaced with “VWAP”) and share amount parameters as set forth in the below or such other parameters mutually agreed upon by the Investor and the Companypricing grid, and upon the terms and subject to the conditions of this Agreement, the Investor shall purchase from the Company the Shares subject to such Fixed Request Notice at the Discount Price; provided, however, that (i) if an ex-dividend date is established by the Trading Market in respect of the Common Stock on or between the first Trading Day of the applicable Pricing Period and the applicable Settlement Date, the Discount Price shall be reduced by the per share dividend amount and (ii) unless if the parties otherwise mutually agreeCompany does not elect the Alternative Fixed Amount Requested, the Company may not deliver any single Fixed Request Notice for a specified Fixed Amount Requested in excess of the lesser of (a) the specific dollar amount in the applicable Fixed Amount Requested/Alternative Fixed Amount Requested column below and (b) any amount that would under applicable law, rule or regulation result in any restriction or impairment of the Investor’s ability to resell the Shares subject to such Fixed Request Notice without restriction: Threshold Price “Maximum Fixed Amount Requested Discount Price Requested”). Equal to or greater than $10.00 Not to exceed exceed, at the Company’s option, the greater of (i) $34,000,000 96.75% of 24,000,000 and (ii) the VWAP Equal to or greater than $9.00 and less than $10.00 Not to exceed $31,000,000 96.50Alternative Fixed Amount Requested 95.000% of the VWAP Equal to or greater than $8.00 and less than $9.00 10.00 Not to exceed exceed, at the Company’s option, the greater of (i) $28,000,000 96.5019,200,000 and (ii) the Alternative Fixed Amount Requested 95.000% of the VWAP Equal to or greater than $7.00 and less than $8.00 Not to exceed exceed, at the Company’s option, the greater of (i) $25,000,000 96.2516,800,000 and (ii) the Alternative Fixed Amount Requested 95.000% of the VWAP Equal to or greater than $6.00 and less than $7.00 Not to exceed exceed, at the Company’s option, the greater of (i) $22,000,000 96.0014,400,000 and (ii) the Alternative Fixed Amount Requested 95.000% of the VWAP Equal to or greater than $5.00 and less than $6.00 Not to exceed exceed, at the Company’s option, the greater of (i) $19,000,000 95.5012,000,000 and (ii) the Alternative Fixed Amount Requested 95.000% of the VWAP Equal to or greater than $4.50 and less than $5.00 Not to exceed, at the Company’s option, the greater of (i) $10,800,000 and (ii) the Alternative Fixed Amount Requested 95.000% of the VWAP Equal to or greater than $4.00 and less than $5.00 4.50 Not to exceed exceed, at the Company’s option, the greater of (i) $16,000,000 95.259,600,000 and (ii) the Alternative Fixed Amount Requested 95.000% of the VWAP Equal to or greater than $3.50 and less than $4.00 Not to exceed, at the Company’s option, the greater of (i) $8,400,000 and (ii) the Alternative Fixed Amount Requested 95.000% of the VWAP Equal to or greater than $3.00 and less than $4.00 3.50 Not to exceed exceed, at the Company’s option, the greater of (i) $13,000,000 94.757,200,000 and (ii) the Alternative Fixed Amount Requested 95.000% of the VWAP Equal to or greater than $2.50 and less than $3.00 Not to exceed, at the Company’s option, the greater of (i) $6,000,000 and (ii) the Alternative Fixed Amount Requested 95.000% of the VWAP Equal to or greater than $2.00 and less than $3.00 2.50 Not to exceed exceed, at the Company’s option, the greater of (i) $10,000,000 94.254,800,000 and (ii) the Alternative Fixed Amount Requested 95.000% of the VWAP Equal to or greater than $1.50 and less than $2.00 Not to exceed exceed, at the Company’s option, the greater of (i) $7,000,000 94.003,600,000 and (ii) the Alternative Fixed Amount Requested 95.000% of the VWAP Equal to or greater than $1.00 and less than $1.50 Not to exceed exceed, at the Company’s option, the greater of (i) $5,000,000 93.502,400,000 and (ii) the Alternative Fixed Amount Requested 95.000% of the VWAPVWAP Anything to the contrary in this Agreement notwithstanding, at no time shall the Investor be required to purchase more than: (i) the Alternative Fixed Amount Requested (assuming for this purpose the election of the Alternative Fixed Amount Requested for each Trading Day during the applicable Pricing Period) or (ii) the Maximum Fixed Amount Requested (assuming for this purpose the Company does not elect the Alternative Fixed Amount Requested for any Trading Day during the applicable Pricing Period), in each case in respect of any Pricing Period (subject in all cases to the provisions of Section 3.10 and 6.6 of this Agreement).

Fixed Requests. From time to time during the Investment Period, the Company may may, in its sole discretion discretion, deliver to the Investor a Fixed Request Notice for a specified Fixed Amount Requested (up to the Maximum Fixed Amount Requested) or for the Alternative Fixed Amount Requested, and the applicable discount price (the “Discount Price”) shall be determined, in accordance with the price (provided, however, that solely for purposes of calculating the Discount Price for any Trading Day on which the VWAP is equal to or greater than the Threshold Price (and not for purposes of, among other things, determining the Fixed Amount Requested that may be requested by the Company), the heading “Threshold Price” in the immediately below table shall be replaced with “VWAP”) and share amount parameters as set forth in the below or such other parameters mutually agreed upon by the Investor and the Companypricing grid, and upon the terms and subject to the conditions of this Agreement, the Investor shall purchase from the Company the Shares subject to such Fixed Request Notice at the Discount Price; provided, however, that (i) if an ex-dividend date is established by the Trading Market in respect of the Common Stock on or between the first Trading Day of the applicable Pricing Period and the applicable Settlement Date, the Discount Price shall be reduced by the per share dividend amount and (ii) unless if the parties otherwise mutually agreeCompany does not elect the Alternative Fixed Amount Requested, the Company may not deliver any single Fixed Request Notice for a specified Fixed Amount Requested in excess of the lesser of (a) the specific dollar amount in the applicable Fixed Amount Requested/Alternative Fixed Amount Requested column below and (b) any amount that would under applicable law, rule or regulation result in any restriction or impairment of the Investor’s ability to resell the Shares subject to such “Maximum Fixed Request Notice without restriction: Amount Requested”). Threshold Price Fixed Amount Requested/Alternative Fixed Amount Requested Discount Price Equal to or greater than $10.00 Not to exceed exceed, at the Company’s option, the greater of (i) $34,000,000 96.752,200,000 and (ii) the Alternative Fixed Amount Requested 95.000% of the VWAP Equal to or greater than $9.00 and less than $10.00 Not to exceed exceed, at the Company’s option, the greater of (i) $31,000,000 96.502,000,000 and (ii) the Alternative Fixed Amount Requested 95.000% of the VWAP Equal to or greater than $8.00 and less than $9.00 Not to exceed exceed, at the Company’s option, the greater of (i) $28,000,000 96.501,800,000 and (ii) the Alternative Fixed Amount Requested 95.000% of the VWAP Equal to or greater than $7.00 and less than $8.00 Not to exceed exceed, at the Company’s option, the greater of (i) $25,000,000 96.251,600,000 and (ii) the Alternative Fixed Amount Requested 95.000% of the VWAP Equal to or greater than $6.50 and less than $7.00 Not to exceed, at the Company’s option, the greater of (i) $1,400,000 and (ii) the Alternative Fixed Amount Requested 94.000% of the VWAP Equal to or greater than $6.00 and less than $7.00 6.50 Not to exceed exceed, at the Company’s option, the greater of (i) $22,000,000 96.001,300,000 and (ii) the Alternative Fixed Amount Requested 94.000% of the VWAP Equal to or greater than $5.50 and less than $6.00 Not to exceed, at the Company’s option, the greater of (i) $1,200,000 and (ii) the Alternative Fixed Amount Requested 94.000% of the VWAP Equal to or greater than $5.00 and less than $6.00 5.50 Not to exceed exceed, at the Company’s option, the greater of (i) $19,000,000 95.501,100,000 and (ii) the Alternative Fixed Amount Requested 94.000% of the VWAP Equal to or greater than $4.50 and less than $5.00 Not to exceed, at the Company’s option, the greater of (i) $1,000,000 and (ii) the Alternative Fixed Amount Requested 94.000% of the VWAP Equal to or greater than $4.00 and less than $5.00 4.50 Not to exceed exceed, at the Company’s option, the greater of (i) $16,000,000 95.25900,000 and (ii) the Alternative Fixed Amount Requested 94.000% of the VWAP Equal to or greater than $3.50 and less than $4.00 Not to exceed, at the Company’s option, the greater of (i) $800,000 and (ii) the Alternative Fixed Amount Requested 94.000% of the VWAP Equal to or greater than $3.00 and less than $4.00 3.50 Not to exceed exceed, at the Company’s option, the greater of (i) $13,000,000 94.75700,000 and (ii) the Alternative Fixed Amount Requested 94.000% of the VWAP Equal to or greater than $2.00 and less than $3.00 Not to exceed exceed, at the Company’s option, the greater of (i) $10,000,000 94.25600,000 and (ii) the Alternative Fixed Amount Requested 94.000% of the VWAP Equal Anything to or the contrary in this Agreement notwithstanding, at no time shall the Investor be required to purchase more than the greater than $1.50 and less than $2.00 Not to exceed $7,000,000 94.00% of (i) the Alternative Fixed Amount Requested (assuming for this purpose the election of the VWAP Equal Alternative Fixed Amount Requested for each Trading Day during the applicable Pricing Period) and (ii) the Maximum Fixed Amount Requested, in each case in respect of any Pricing Period (subject in all cases to or greater than $1.00 the provisions of Section 3.10 and less than $1.50 Not to exceed $5,000,000 93.50% 6.6 of the VWAPthis Agreement).

Fixed Requests. From time to time during the Investment Period, the Company may in its sole discretion deliver to the Investor a Fixed Request Notice for a specified Fixed Amount Requested, and the applicable discount price (the “"Discount Price”") shall be determined, in accordance with the price (provided, however, that solely for purposes of calculating the Discount Price for any Trading Day on which the VWAP is equal to or greater than the Threshold Price (and not for purposes of, among other things, determining the Fixed Amount Requested that may be requested by the Company), the heading “Threshold Price” in the immediately below table shall be replaced with “VWAP”) and share amount parameters as set forth below or such other parameters mutually agreed upon by the Investor and the Company, and upon the terms and subject to the conditions of this Agreement, the Investor shall purchase from the Company the Shares subject to such Fixed Request Notice at the Discount PriceNotice; provided, however, that (i) if an ex-dividend date is established by the Trading Market in respect of the Common Stock on or between the first Trading Day of the applicable Pricing Period and the applicable Settlement Date, the Discount Price shall be reduced by the per share dividend amount and (ii) unless the parties otherwise mutually agree, the Company may not deliver any single Fixed Request Notice for a Fixed Amount Requested in excess of the lesser of of: (ai) the amount in the applicable Fixed Amount Requested column below and (bii) any amount that would under applicable law, rule or regulation result in any restriction or impairment 2.5% of the Investor’s ability to resell the Shares subject to such Fixed Request Notice without restrictionMarket Capitalization: Threshold Price Fixed Amount Requested Discount Price --------------- ---------------------- -------------- Equal to or greater than $10.00 Not to exceed $34,000,000 96.756,000,000 96.25% of the VWAP Equal to or greater than $9.00 and less than $10.00 Not to exceed $31,000,000 96.505,500,000 96.00% of the VWAP Equal to or greater than $8.00 and less than $9.00 Not to exceed $28,000,000 96.505,000,000 96.00% of the VWAP Equal to or greater than $7.00 and less than $8.00 Not to exceed $25,000,000 96.254,500,000 95.75% of the VWAP Equal to or greater than $6.00 and less than $7.00 Not to exceed $22,000,000 96.004,000,000 95.50% of the VWAP Equal to or greater than $5.00 and less than $6.00 Not to exceed $19,000,000 95.503,500,000 95.00% of the VWAP Equal to or greater than $4.00 and less than $5.00 Not to exceed $16,000,000 95.253,000,000 94.75% of the VWAP Equal to or greater than $3.00 and less than $4.00 Not to exceed $13,000,000 94.752,500,000 94.50% of the VWAP Equal Anything to or greater the contrary in this Agreement notwithstanding, at no time shall the Investor be required to purchase more than $2.00 and less than $3.00 Not 6,000,000 worth of Common Stock in respect of any Pricing Period (not including Common Stock subject to exceed $10,000,000 94.25% of any Optional Amount). The date on which the VWAP Equal Company delivers any Fixed Request Notice in accordance with this Section 2.2 hereinafter shall be referred to or greater than $1.50 and less than $2.00 Not to exceed $7,000,000 94.00% of the VWAP Equal to or greater than $1.00 and less than $1.50 Not to exceed $5,000,000 93.50% of the VWAPas a "Fixed Request Exercise Date".

Fixed Requests. From time to time during the Investment Period, the Company may may, in its sole discretion discretion, deliver to the Investor a Fixed Request Notice for a specified Fixed Amount Requested (up to the Maximum Fixed Amount Requested) or for the Alternative Fixed Amount Requested, and the applicable discount price (the “Discount Price”) shall be determined, in accordance with the price (provided, however, that solely for purposes of calculating the Discount Price for any Trading Day on which the VWAP is equal to or greater than the Threshold Price (and not for purposes of, among other things, determining the Fixed Amount Requested that may be requested by the Company), the heading “Threshold Price” in the immediately below table shall be replaced with “VWAP”) and share amount parameters as set forth in the below or such other parameters mutually agreed upon by the Investor and the Companypricing grid, and upon the terms and subject to the conditions of this Agreement, the Investor shall purchase from the Company the Shares subject to such Fixed Request Notice at the Discount Price; provided, however, that (i) if an ex-dividend date is established by the Trading Market in respect of the Common Stock on or between the first Trading Day of the applicable Pricing Period and the applicable Settlement Date, the Discount Price shall be reduced by the per share dividend amount and (ii) unless if the parties otherwise mutually agreeCompany does not elect the Alternative Fixed Amount Requested, the Company may not deliver any single Fixed Request Notice for a specified Fixed Amount Requested in excess of the lesser of (a) the specific dollar amount in the applicable Fixed Amount Requested/Alternative Fixed Amount Requested column below and (b) any amount that would under applicable law, rule or regulation result in any restriction or impairment of the Investor’s ability to resell the Shares subject to such “Maximum Fixed Request Notice without restriction: Amount Requested”). Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $10.00 35.00 Not to exceed exceed, at the Company’s option, the greater of (i) $34,000,000 96.757,000,000 and (ii) the Alternative Fixed Amount Requested 96.000% of the VWAP Equal to or greater than $9.00 30.00 and less than $10.00 35.00 Not to exceed exceed, at the Company’s option, the greater of (i) $31,000,000 96.506,000,000 and (ii) the Alternative Fixed Amount Requested 95.750% of the VWAP Equal to or greater than $8.00 25.00 and less than $9.00 30.00 Not to exceed exceed, at the Company’s option, the greater of (i) $28,000,000 96.505,000,000 and (ii) the Alternative Fixed Amount Requested 95.500% of the VWAP Equal to or greater than $7.00 20.00 and less than $8.00 25.00 Not to exceed exceed, at the Company’s option, the greater of (i) $25,000,000 96.254,000,000 and (ii) the Alternative Fixed Amount Requested 95.250% of the VWAP Equal to or greater than $6.00 15.00 and less than $7.00 20.00 Not to exceed exceed, at the Company’s option, the greater of (i) $22,000,000 96.003,000,000 and (ii) the Alternative Fixed Amount Requested 95.000% of the VWAP Equal to or greater than $5.00 10.50 and less than $6.00 15.00 Not to exceed exceed, at the Company’s option, the greater of (i) $19,000,000 95.502,100,000 and (ii) the Alternative Fixed Amount Requested 94.800% of the VWAP Equal to or greater than $4.00 9.50 and less than $5.00 10.50 Not to exceed exceed, at the Company’s option, the greater of (i) $16,000,000 95.251,900,000 and (ii) the Alternative Fixed Amount Requested 94.700% of the VWAP Equal to or greater than $8.50 and less than $9.50 Not to exceed, at the Company’s option, the greater of (i) $1,700,000 and (ii) the Alternative Fixed Amount Requested 94.600% of the VWAP Equal to or greater than $7.50 and less than $8.50 Not to exceed, at the Company’s option, the greater of (i) $1,500,000 and (ii) the Alternative Fixed Amount Requested 94.500% of the VWAP Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $6.50 and less than $7.50 Not to exceed, at the Company’s option, the greater of (i) $1,300,000 and (ii) the Alternative Fixed Amount Requested 94.250% of the VWAP Equal to or greater than $5.50 and less than $6.50 Not to exceed, at the Company’s option, the greater of (i) $1,100,000 and (ii) the Alternative Fixed Amount Requested 94.000% of the VWAP Equal to or greater than $4.50 and less than $5.50 Not to exceed, at the Company’s option, the greater of (i) $1,000,000 and (ii) the Alternative Fixed Amount Requested 93.500% of the VWAP Equal to or greater than $3.00 and less than $4.00 4.50 Not to exceed exceed, at the Company’s option, the greater of (i) $13,000,000 94.75750,000 and (ii) the Alternative Fixed Amount Requested 93.000% of the VWAP Equal Anything to or the contrary in this Agreement notwithstanding, at no time shall the Investor be required to purchase more than the greater than $2.00 and less than $3.00 Not to exceed $10,000,000 94.25% of (i) the Alternative Fixed Amount Requested (assuming for this purpose the election of the VWAP Equal Alternative Fixed Amount Requested for each Trading Day during the applicable Pricing Period) and (ii) the Maximum Fixed Amount Requested, in each case in respect of any Pricing Period (subject in all cases to or greater than $1.50 the provisions of Section 3.10 and less than $2.00 Not to exceed $7,000,000 94.00% 6.6 of the VWAP Equal to or greater than $1.00 and less than $1.50 Not to exceed $5,000,000 93.50% of the VWAPthis Agreement).

Fixed Requests. From time to time during the Investment Period, the Company may may, in its sole discretion discretion, deliver to the Investor a Fixed Request Notice for a specified Fixed Amount Requested (up to the Maximum Fixed Amount Requested) or for the Alternative Fixed Amount Requested, and the applicable discount price (the “Discount Price”) shall be determined, in accordance with the price (provided, however, that solely for purposes of calculating the Discount Price for any Trading Day on which the VWAP is equal to or greater than the Threshold Price (and not for purposes of, among other things, determining the Fixed Amount Requested that may be requested by the Company), the heading “Threshold Price” in the immediately below table shall be replaced with “VWAP”) and share amount parameters as set forth in the below or such other parameters mutually agreed upon by the Investor and the Companypricing grid, and upon the terms and subject to the conditions of this Agreement, the Investor shall purchase from the Company the Shares subject to such Fixed Request Notice at the Discount Price; provided, however, that (i) if an ex-dividend date is established by the Trading Market in respect of the Common Stock on or between the first Trading Day of the applicable Pricing Period and the applicable Settlement Date, the Discount Price shall be reduced by the per share dividend amount and (ii) unless if the parties otherwise mutually agreeCompany does not elect the Alternative Fixed Amount Requested, the Company may not deliver any single Fixed Request Notice for a specified Fixed Amount Requested in excess of the lesser of (a) the specific dollar amount in the applicable Fixed Amount Requested/Alternative Fixed Amount Requested column below and (b) any amount that would under applicable law, rule or regulation result in any restriction or impairment of the Investor’s ability to resell the Shares subject to such “Maximum Fixed Request Notice without restriction: Amount Requested”). Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $10.00 4.00 Not to exceed exceed, at the Company’s option, the greater of (i) $34,000,000 96.75% of 9,000,000 and (ii) the VWAP Equal to or greater than $9.00 and less than $10.00 Not to exceed $31,000,000 Alternative Fixed Amount Requested 96.50% of the VWAP Equal to or greater than $8.00 and less than $9.00 Not to exceed $28,000,000 96.50% of the VWAP Equal to or greater than $7.00 and less than $8.00 Not to exceed $25,000,000 96.25% of the VWAP Equal to or greater than $6.00 and less than $7.00 Not to exceed $22,000,000 96.00% of the VWAP Equal to or greater than $5.00 and less than $6.00 Not to exceed $19,000,000 95.50% of the VWAP Equal to or greater than $4.00 and less than $5.00 Not to exceed $16,000,000 95.25% of the VWAP Equal to or greater than $3.00 and less than $4.00 Not to exceed exceed, at the Company’s option, the greater of (i) $13,000,000 94.756,000,000 and (ii) the Alternative Fixed Amount Requested 96.50% of the VWAP Equal to or greater than $2.00 and less than $3.00 Not to exceed exceed, at the Company’s option, the greater of (i) $10,000,000 94.25% of 3,000,000 and (ii) the VWAP Equal to or greater than $1.50 and less than $2.00 Not to exceed $7,000,000 94.00Alternative Fixed Amount Requested 96.00% of the VWAP Equal to or greater than $1.00 and less than $1.50 2.00 Not to exceed exceed, at the Company’s option, the greater of (i) $5,000,000 93.502,000,000 and (ii) the Alternative Fixed Amount Requested 95.20% of the VWAPVWAP Equal to or greater than $0.75 and less than $1.00 Not to exceed, at the Company’s option, the greater of (i) $1,500,000 and (ii) the Alternative Fixed Amount Requested 94.75% of the VWAP Equal to or greater than $0.60 and less than $0.75 Not to exceed, at the Company’s option, the greater of (i) $1,400,000 and (ii) the Alternative Fixed Amount Requested 94.30% of the VWAP Equal to or greater than $0.54 and less than $0.60 Not to exceed, at the Company’s option, the greater of (i) $1,300,000 and (ii) the Alternative Fixed Amount Requested 94.10% of the VWAP Equal to or greater than $0.48 and less than $0.54 Not to exceed, at the Company’s option, the greater of (i) $1,200,000 and (ii) the Alternative Fixed Amount Requested 93.95% of the VWAP Equal to or greater than $0.42 and less than $0.48 Not to exceed, at the Company’s option, the greater of (i) $1,100,000 and (ii) the Alternative Fixed Amount Requested 93.75% of the VWAP Equal to or greater than $0.36 and less than $0.42 Not to exceed, at the Company’s option, the greater of (i) $1,000,000 and (ii) the Alternative Fixed Amount Requested 93.55% of the VWAP Equal to or greater than $0.30 and less than $0.36 Not to exceed, at the Company’s option, the greater of (i) $750,000 and (ii) the Alternative Fixed Amount Requested 93.30% of the VWAP Equal to or greater than $0.26 and less than $0.30 Not to exceed, at the Company’s option, the greater of (i) $700,000 and (ii) the Alternative Fixed Amount Requested 93.10% of the VWAP Equal to or greater than $0.23 and less than $0.26 Not to exceed, at the Company’s option, the greater of (i) $650,000 and (ii) the Alternative Fixed Amount Requested 92.80% of the VWAP Equal to or greater than $0.19 and less than $0.23 Not to exceed, at the Company’s option, the greater of (i) $600,000 and (ii) the Alternative Fixed Amount Requested 92.60% of the VWAP Equal to or greater than $0.15 and less than $0.19 Not to exceed, at the Company’s option, the greater of (i) $500,000 and (ii) the Alternative Fixed Amount Requested 92.40% of the VWAP Equal to or greater than $0.10 and less than $0.15 Not to exceed, at the Company’s option, the greater of (i) $250,000 and (ii) the Alternative Fixed Amount Requested 92.00% of the VWAP Anything to the contrary in this Agreement notwithstanding, at no time shall the Investor be required to purchase more than: (i) the Alternative Fixed Amount Requested (assuming for this purpose the election of the Alternative Fixed Amount Requested for each Trading Day during the applicable Pricing Period) or (ii) the Maximum Fixed Amount Requested (assuming for this purpose the Company does not elect the Alternative Fixed Amount Requested for any Trading Day during the applicable Pricing Period), in each case in respect of any Pricing Period (subject in all cases to the provisions of Sections 3.10 and 6.6 of this Agreement).

Fixed Requests. From time to time during the Investment Period, the Company may may, in its sole discretion discretion, deliver to the Investor a Fixed Request Notice for a specified Fixed Amount Requested (up to the Maximum Fixed Amount Requested) or for the Alternative Fixed Amount Requested, and the applicable discount price (the “Discount Price”) shall be determined, in accordance with the price (provided, however, that solely for purposes of calculating the Discount Price for any Trading Day on which the VWAP is equal to or greater than the Threshold Price (and not for purposes of, among other things, determining the Fixed Amount Requested that may be requested by the Company), the heading “Threshold Price” in the immediately below table shall be replaced with “VWAP”) and share amount parameters as set forth in the below or such other parameters mutually agreed upon by the Investor and the Companypricing grid, and upon the terms and subject to the conditions of this Agreement, the Investor shall purchase from the Company the Shares subject to such Fixed Request Notice at the Discount Price; provided, however, that (i) if an ex-dividend date is established by the Trading Market in respect of the Common Stock on or between the first Trading Day of the applicable Pricing Period and the applicable Settlement Date, the Discount Price shall be reduced by the per share dividend amount and (ii) unless if the parties otherwise mutually agreeCompany does not elect the Alternative Fixed Amount Requested, the Company may not deliver any single Fixed Request Notice for a specified Fixed Amount Requested in excess of the lesser of (a) the specific dollar amount in the applicable Fixed Amount Requested/Alternative Fixed Amount Requested column below and (b) any amount that would under applicable law, rule or regulation result in any restriction or impairment of the Investor’s ability to resell the Shares subject to such “Maximum Fixed Request Notice without restriction: Amount Requested”). Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $10.00 Not to exceed exceed, at the Company’s option, the greater of (i) $34,000,000 96.756,000,000 and (ii) the Alternative Fixed Amount Requested 95.000% of the VWAP Equal to or greater than $9.00 and less than $10.00 Not to exceed exceed, at the Company’s option, the greater of (i) $31,000,000 96.505,000,000 and (ii) the Alternative Fixed Amount Requested 95.000% of the VWAP Equal to or greater than $8.00 and less than $9.00 Not to exceed exceed, at the Company’s option, the greater of (i) $28,000,000 96.504,500,000 and (ii) the Alternative Fixed Amount Requested 95.000% of the VWAP Equal to or greater than $7.00 and less than $8.00 Not to exceed exceed, at the Company’s option, the greater of (i) $25,000,000 96.254,000,000 and (ii) the Alternative Fixed Amount Requested 95.000% of the VWAP Equal to or greater than $6.00 and less than $7.00 Not to exceed exceed, at the Company’s option, the greater of (i) $22,000,000 96.003,500,000 and (ii) the Alternative Fixed Amount Requested 95.000% of the VWAP Equal to or greater than $5.00 and less than $6.00 Not to exceed exceed, at the Company’s option, the greater of (i) $19,000,000 95.503,000,000 and (ii) the Alternative Fixed Amount Requested 95.000% of the VWAP Equal to or greater than $4.00 and less than $5.00 Not to exceed exceed, at the Company’s option, the greater of (i) $16,000,000 95.252,500,000 and (ii) the Alternative Fixed Amount Requested 95.000% of the VWAP Equal to or greater than $3.50 and less than $4.00 Not to exceed, at the Company’s option, the greater of (i) $2,000,000 and (ii) the Alternative Fixed Amount Requested 95.000% of the VWAP Equal to or greater than $3.00 and less than $4.00 3.50 Not to exceed exceed, at the Company’s option, the greater of (i) $13,000,000 94.752,000,000 and (ii) the Alternative Fixed Amount Requested 94.500% of the VWAP Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $2.50 and less than $3.00 Not to exceed, at the Company’s option, the greater of (i) $1,750,000 and (ii) the Alternative Fixed Amount Requested 93.500% of the VWAP Equal to or greater than $2.00 and less than $3.00 2.50 Not to exceed exceed, at the Company’s option, the greater of (i) $10,000,000 94.251,500,000 and (ii) the Alternative Fixed Amount Requested 93.250% of the VWAP Equal to or greater than $1.50 and less than $2.00 Not to exceed exceed, at the Company’s option, the greater of (i) $7,000,000 94.001,250,000 and (ii) the Alternative Fixed Amount Requested 93.000% of the VWAP Equal to or greater than $1.00 and less than $1.50 Not to exceed exceed, at the Company’s option, the greater of (i) $5,000,000 93.501,000,000 and (ii) the Alternative Fixed Amount Requested 93.000% of the VWAPVWAP Anything to the contrary in this Agreement notwithstanding, at no time shall the Investor be required to purchase more than the greater of (i) the Alternative Fixed Amount Requested (assuming for this purpose the election of the Alternative Fixed Amount Requested for each Trading Day during the applicable Pricing Period) and (ii) the Maximum Fixed Amount Requested, in each case in respect of any Pricing Period (subject in all cases to the provisions of Section 3.10 and 6.6 of this Agreement).