Common use of Mandatory Exercise Clause in Contracts

Mandatory Exercise. Notwithstanding the provisions of Paragraph 1A, during the period commencing with the second anniversary of the Date of Issuance through the Exercise Period (the "MANDATORY EXERCISE PERIOD"), upon written notice from the Company evidencing that the Current Market Price equals or exceeds an amount equal to three times the then Exercise Price (the "MANDATORY EXERCISE NOTICE"), the Registered Holder shall exercise all (but not as to any fractional share of Common Stock) of the purchase rights represented by this Warrant; provided that, notwithstanding the foregoing, the Registered Holder shall have no obligation pursuant to this Paragraph 1B to exercise any portion of the purchase rights represented by this Warrant on any date if on such date or at any time during the 30 consecutive trading day period ending immediately prior to such date the Common Stock is not listed or admitted to trading on any national securities exchange and is not traded over the counter and reported by Nasdaq or any comparable system. for purposes of this paragraph, "CURRENT MARKET PRICE" means, at any date during the Mandatory Exercise Period, the average of the daily closing price per share of Common Stock for the 30 consecutive trading day period during the Mandatory Exercise Period ending on the trading day immediately before such date ( as adjusted for any stock dividend, split, combination or reclassification that took effect during such 30 trading day period). The closing price for each day shall be the last reported sale price on the principal national securities exchange on which Common Stock is listed or admitted to trading or if not listed or admitted to trading on any national securities exchange, as reported by Nasdaq, if such security is traded over the counter and quoted in the Nasdaq National Market or Nasdaq Small Cap Market, or if such equity security is so traded, but not so quoted, the closing bid price of Common Stock as reported by Nasdaq or any comparable system. The Registered Holder shall be required to exercise pursuant to Paragraph 1C all of the then unexercised purchase rights represented xx xxxx Xxxrant no earlier than the 30th day following the Registered Holder's receipt of the Mandatory Exercise Notice.

Mandatory Exercise. Notwithstanding In the provisions of Paragraph 1A, during event the period commencing with ADSs trade on the second anniversary Trading Market at a volume weighted average price per ADS equal to or greater than 300% of the Date of Issuance through the Exercise Period (the "MANDATORY EXERCISE PERIOD"), upon written notice from the Company evidencing that the Current Market Price equals or exceeds an amount equal to three times the then Exercise Price (initially $1.14 per ADS) for any ten (10) consecutive Trading Days commencing one (1) month after the "MANDATORY EXERCISE NOTICE"Issuance Date (the “Mandatory Exercise Measuring Period”), the Registered Company may, at its election, require the Holder shall to exercise all (but not as to any fractional share of Common Stock) of the purchase rights represented by this Warrant; provided that, notwithstanding the foregoing, the Registered Holder shall have no obligation pursuant to this Paragraph 1B to exercise or any portion of the purchase rights represented by this Warrant on any date if on such date or at any time during the 30 consecutive trading day period ending immediately prior to such date the Common Stock is not listed or admitted to trading on any national securities exchange and is not traded over the counter and reported by Nasdaq or any comparable system. still unexercised for purposes of this paragrapha cash exercise, "CURRENT MARKET PRICE" means, at any date during as designated in the Mandatory Exercise Period, the average of the daily closing price per share of Common Stock for the 30 consecutive trading day period during Notice on the Mandatory Exercise Period ending on Date (each as defined below) into Warrant ADSs in accordance with Section 2 hereof at the trading day immediately before such date ( Exercise Price (subject to adjustment as adjusted for any stock dividend, split, combination or reclassification that took effect during such 30 trading day period). The closing price for each day shall be the last reported sale price on the principal national securities exchange on which Common Stock is listed or admitted to trading or if not listed or admitted to trading on any national securities exchange, set forth in this Warrant) as reported by Nasdaq, if such security is traded over the counter and quoted in the Nasdaq National Market or Nasdaq Small Cap Market, or if such equity security is so traded, but not so quoted, the closing bid price of Common Stock as reported by Nasdaq or any comparable system. The Registered Holder shall be required to exercise pursuant to Paragraph 1C all of the then unexercised purchase rights represented xx xxxx Xxxrant no earlier than the 30th day following the Registered Holder's receipt of the Mandatory Exercise Date (as defined below) (a “Mandatory Exercise”). The Company may exercise its right to require exercise under this Section 2(f) by delivering within not more than five (5) Trading Days following the last Trading Day of the Mandatory Exercise Measuring Period, a written notice thereof by electronic mail to the Holder (the “Mandatory Exercise Notice” and the date that the Holder received such notice is referred to as the “Mandatory Exercise Notice Date”). Subject to the conditions described below in this Section 2(f), the Mandatory Exercise Notice shall be irrevocable. The Mandatory Exercise Notice shall specify (I) the Trading Day on which the Mandatory Exercise shall occur (the “Mandatory Exercise Date”), and (II) the aggregate number of Warrant ADSs which the Company has elected to be subject to such Mandatory Exercise (the “Mandatory Exercise Amount”). The Holder shall have a period of fifteen (15) Trading Days following the Mandatory Exercise Notice Date (the “Mandatory Purchase Period”) to exercise this Warrant in accordance with this Section 2(f), but in no event later than the Termination Date. If the Holder does not exercise the Mandatory Exercise Amount prior to expiration of Mandatory Purchase Period, this Warrant shall terminate on the date immediately following the expiration of the Mandatory Purchase Period. Notwithstanding anything to the contrary contained in this Section 2(f), the Company may only exercise its rights under this Section 2(f) if (i) either a registration statement covering the resale of the Warrant ADSs is effective under the Securities Act, or all of the Warrant ADSs issuable pursuant to this Warrant may be resold pursuant to Rule 144 without volume or manner-of-sale restrictions or current public information requirements as determined by the counsel to the Company as set forth in a written opinion letter to such effect, addressed and reasonably acceptable to the Transfer Agent and the Holder, (ii) the ADSs are trading on a Trading Market and all of the ADSs issuable pursuant to the Transaction Documents are listed or, if required, quoted for trading on such Trading Market (and the Company believes, in good faith, that trading of the ADSs on a Trading Market will continue uninterrupted for the then-foreseeable future), (iii) the issuance of the Warrant ADSs pursuant to this Section 2(f) to the Holder does not violate the limitations set forth in Section 2(e) of this Warrant or any the Nasdaq Market Rules and Regulations, (iv) the Holder is not in possession of any information provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents, or Affiliates, that constitutes, or may reasonably be deemed to constitute, material non-public information, and (v) for each Trading Day in a period of thirty (30) consecutive Trading Days prior to the Mandatory Exercise Date, the daily trading volume for the ADSs on the Trading Market exceeds 5,000,000 ADSs per Trading Day (subject to adjustment for forward and reverse stock splits and the like) and the ADSs trade on the Trading Market at a volume weighted average price per ADS equal to or greater than 300% of the Exercise Price. Prior to the issuance of any Warrant ADSs in connection with a Mandatory Exercise on a Mandatory Exercise Date, the Holder shall have the right to continue to exercise this Warrant in accordance with terms of this Warrant.

Mandatory Exercise. If at any time after the later of (x) 120 calendar days after the Issuance Date and (y) such date after which the Company has initially satisfied all of the Equity Conditions (the “Mandatory Exercise Eligibility Date”), (i) the Common Stock trades at a price equal to or greater than $4.08 per share (as adjusted for stock splits, stock combinations and the like occurring from and after the Issuance Date) (the “Trigger Price”) for a period of twenty (20) consecutive Trading Days following the Mandatory Exercise Eligibility Date (the twenty (20) consecutive Trading Days on which the condition in this clause (i) is satisfied are referred to herein as the “Mandatory Exercise Measuring Period”), (ii) the average daily volume (as reported on Bloomberg) of the Common Stock on the applicable Eligible Market for each Trading Day during the Mandatory Exercise Measuring Period exceeds 650,000 shares of Common Stock per day and (iii) no Equity Conditions Failure shall have occurred, then the Company shall have the right to require the Holder to exercise all, but not less than all, of this Warrant for all of the then-remaining Warrant Shares in accordance with Section 1 hereof (a “Mandatory Exercise”). The Company may exercise its right to require exercise under this Section 16 on one occasion by delivering (provided that all of the conditions set forth in clauses (i) through (iii) above are then satisfied), on the first (1st) Trading Day immediately following the end of the Mandatory Exercise Measuring Period, a written notice thereof by facsimile and overnight courier to the Holder (the “Mandatory Exercise Notice” and the date the Holder receives such notice by facsimile is referred to as the “Mandatory Exercise Notice Date”). The Mandatory Exercise Notice shall be irrevocable. The Mandatory Exercise Notice shall (1) state the Trading Day selected for the Mandatory Exercise in accordance with this Section 15, which Trading Day shall be at least ten (10) Trading Days but not more than fifteen (15) Trading Days following the Mandatory Exercise Notice Date (the “Mandatory Exercise Date”), (2) state the number of shares of Common Stock to be issued to the Holder on the Mandatory Exercise Date, (3) contain a certification from the Chief Executive Officer of the Company that there has been no Equity Conditions Failure and (4) contain a certification from the Chief Executive Officer of the Company that the Company has simultaneously taken the same action with respect to all of the SPA Warrants. Any portion of this Warrant exercised by the Holder after the Mandatory Exercise Notice Date shall reduce the number of Warrant Shares for which this Warrant is required to be exercised on the Mandatory Exercise Date. If the Company has elected a Mandatory Exercise, the mechanics of exercise set forth in Section 1 shall apply, to the extent applicable, as if the Company had received from the Holder on the Mandatory Exercise Date an Exercise Notice with respect to all of the then-remaining Warrant Shares. Notwithstanding anything contained in this Section 15 to the provisions contrary, if (I) any shares of Paragraph 1A, Common Stock trade for a price less than the Trigger Price on any day during the period commencing with on the second anniversary Mandatory Exercise Notice Date and ending on the Trading Day immediately preceding the Mandatory Exercise Date; (II) the average daily volume (as reported on Bloomberg) of the Common Stock on the applicable Eligible Market on any Trading Day during the period commencing on the Mandatory Exercise Notice Date of Issuance through and ending on the Trading Day immediately preceding the Mandatory Exercise Period (the "MANDATORY EXERCISE PERIOD"), upon written notice from the Company evidencing that the Current Market Price equals or exceeds an amount equal to three times the then Exercise Price (the "MANDATORY EXERCISE NOTICE"), the Registered Holder shall exercise all (but not as to any fractional share Date is less than 400,000 shares of Common Stock; or (III) of an Equity Conditions Failure occurs on any day during the purchase rights represented period commencing on the Mandatory Exercise Notice Date and ending on the Mandatory Exercise Date which has not been waived in writing by this Warrant; provided thatthe Holder, notwithstanding the foregoingthen, in either case, the Registered Mandatory Exercise Notice delivered to the Holder shall have no obligation be null and void ab initio and the Mandatory Exercise shall not occur. If the Company elects to cause a Mandatory Exercise of this Warrant pursuant to this Paragraph 1B Section 16, then it must simultaneously take the same action with respect to exercise any portion of the purchase rights represented by this Warrant on any date if on such date or at any time during the 30 consecutive trading day period ending immediately prior to such date the Common Stock is not listed or admitted to trading on any national securities exchange and is not traded over the counter and reported by Nasdaq or any comparable system. for purposes of this paragraph, "CURRENT MARKET PRICE" means, at any date during the Mandatory Exercise Period, the average of the daily closing price per share of Common Stock for the 30 consecutive trading day period during the Mandatory Exercise Period ending on the trading day immediately before such date ( as adjusted for any stock dividend, split, combination or reclassification that took effect during such 30 trading day period). The closing price for each day shall be the last reported sale price on the principal national securities exchange on which Common Stock is listed or admitted to trading or if not listed or admitted to trading on any national securities exchange, as reported by Nasdaq, if such security is traded over the counter and quoted in the Nasdaq National Market or Nasdaq Small Cap Market, or if such equity security is so traded, but not so quoted, the closing bid price of Common Stock as reported by Nasdaq or any comparable system. The Registered Holder shall be required to exercise pursuant to Paragraph 1C all of the then unexercised purchase rights represented xx xxxx Xxxrant no earlier than the 30th day following the Registered Holder's receipt of the Mandatory Exercise Noticeother SPA Warrants.

Mandatory Exercise. If at any time after the later of (x) 120 calendar days after the Issuance Date and (y) such date after which the Company has initially satisfied all of the Equity Conditions (the “Mandatory Exercise Eligibility Date”), (i) the Common Stock trades at a price equal to or greater than $16.92 per share (as adjusted for stock splits, stock combinations and the like occurring from and after the Issuance Date) (the “Trigger Price”) for a period of twenty (20) consecutive Trading Days following the Mandatory Exercise Eligibility Date (the twenty (20) consecutive Trading Days on which the condition in this clause (i) is satisfied are referred to herein as the “Mandatory Exercise Measuring Period”), (ii) the average daily volume (as reported on Bloomberg) of the Common Stock on the applicable Eligible Market for each Trading Day during the Mandatory Exercise Measuring Period exceeds 1,000,000 shares of Common Stock per day and (iii) no Equity Conditions Failure shall have occurred, then the Company shall have the right to require the Holder to exercise all, but not less than all, of this Warrant for all of the then-remaining Warrant Shares in accordance with Section 1 hereof (a “Mandatory Exercise”). The Company may exercise its right to require exercise under this Section 16 on one occasion by delivering (provided that all of the conditions set forth in clauses (i) through (iii) above are then satisfied), on the first (1st) Trading Day immediately following the end of the Mandatory Exercise Measuring Period, a written notice thereof by facsimile and overnight courier to the Holder (the “Mandatory Exercise Notice” and the date the Holder receives such notice by facsimile is referred to as the “Mandatory Exercise Notice Date”). The Mandatory Exercise Notice shall be irrevocable. The Mandatory Exercise Notice shall (1) state the Trading Day selected for the Mandatory Exercise in accordance with this Section 15, which Trading Day shall be at least five (5) Trading Days but not more than fifteen (15) Trading Days following the Mandatory Exercise Notice Date (the “Mandatory Exercise Date”), (2) state the number of shares of Common Stock to be issued to the Holder on the Mandatory Exercise Date, (3) contain a certification from the Chief Executive Officer of the Company that there has been no Equity Conditions Failure and (4) contain a certification from the Chief Executive Officer of the Company that the Company has simultaneously taken the same action with respect to all of the SPA Warrants. Any portion of this Warrant exercised by the Holder after the Mandatory Exercise Notice Date shall reduce the number of Warrant Shares for which this Warrant is required to be exercised on the Mandatory Exercise Date. If the Company has elected a Mandatory Exercise, the mechanics of exercise set forth in Section 1 shall apply, to the extent applicable, as if the Company had received from the Holder on the Mandatory Exercise Date an Exercise Notice with respect to all of the then-remaining Warrant Shares. Notwithstanding anything contained in this Section 15 to the provisions contrary, if (I) any shares of Paragraph 1A, Common Stock trade for a price less than the Trigger Price on any day during the period commencing with on the second anniversary Mandatory Exercise Notice Date and ending on the Trading Day immediately preceding the Mandatory Exercise Date; (II) the average daily volume (as reported on Bloomberg) of the Common Stock on the applicable Eligible Market on any Trading Day during the period commencing on the Mandatory Exercise Notice Date of Issuance through and ending on the Trading Day immediately preceding the Mandatory Exercise Period (the "MANDATORY EXERCISE PERIOD"), upon written notice from the Company evidencing that the Current Market Price equals or exceeds an amount equal to three times the then Exercise Price (the "MANDATORY EXERCISE NOTICE"), the Registered Holder shall exercise all (but not as to any fractional share Date is less than 400,000 shares of Common Stock; or (III) of an Equity Conditions Failure occurs on any day during the purchase rights represented period commencing on the Mandatory Exercise Notice Date and ending on the Mandatory Exercise Date which has not been waived in writing by this Warrant; provided thatthe Holder, notwithstanding the foregoingthen, in either case, the Registered Mandatory Exercise Notice delivered to the Holder shall have no obligation be null and void ab initio and the Mandatory Exercise shall not occur. If the Company elects to cause a Mandatory Exercise of this Warrant pursuant to this Paragraph 1B Section 16, then it must simultaneously take the same action with respect to exercise any portion of the purchase rights represented by this Warrant on any date if on such date or at any time during the 30 consecutive trading day period ending immediately prior to such date the Common Stock is not listed or admitted to trading on any national securities exchange and is not traded over the counter and reported by Nasdaq or any comparable system. for purposes of this paragraph, "CURRENT MARKET PRICE" means, at any date during the Mandatory Exercise Period, the average of the daily closing price per share of Common Stock for the 30 consecutive trading day period during the Mandatory Exercise Period ending on the trading day immediately before such date ( as adjusted for any stock dividend, split, combination or reclassification that took effect during such 30 trading day period). The closing price for each day shall be the last reported sale price on the principal national securities exchange on which Common Stock is listed or admitted to trading or if not listed or admitted to trading on any national securities exchange, as reported by Nasdaq, if such security is traded over the counter and quoted in the Nasdaq National Market or Nasdaq Small Cap Market, or if such equity security is so traded, but not so quoted, the closing bid price of Common Stock as reported by Nasdaq or any comparable system. The Registered Holder shall be required to exercise pursuant to Paragraph 1C all of the then unexercised purchase rights represented xx xxxx Xxxrant no earlier than the 30th day following the Registered Holder's receipt of the Mandatory Exercise Noticeother SPA Warrants.

Mandatory Exercise. Notwithstanding In the provisions of Paragraph 1Aevent that the Per Share Market Value is equal to or greater than $4.00 (as may be adjusted for any stock splits, during the period commencing with the second anniversary combinations or recapitalizations of the Date of Issuance through the Exercise Period (the "MANDATORY EXERCISE PERIOD"), upon written notice from the Company evidencing that the Current Market Price equals or exceeds an amount equal to three times the then Exercise Price (the "MANDATORY EXERCISE NOTICE"), the Registered Holder shall exercise all (but not as to any fractional share of Common Stock) for a period of twenty (20) consecutive Trading Days, the Issuer may cause the Holder to exercise up to twenty percent (20%) of the purchase rights represented number of shares of Warrant Stock issuable upon the exercise of this Warrant within ten (10) business days of delivery by this Warrant; provided thatthe Issuer of a written notice (the “Mandatory Exercise Notice”) to the Holder to such effect (a “Mandatory Exercise Date”). If the Holder does not elect to exercise the Warrant Stock subject to a Mandatory Exercise Notice by the Mandatory Exercise Date, notwithstanding such number of shares of Warrant Stock shall be deemed cancelled and the foregoing, the Registered Holder shall have no obligation further right or interest in such shares of Warrant Stock. The Issuer shall have the right to issue subsequent Mandatory Exercise Notices to the Holder to exercise up to an additional twenty percent (20%) of the number of shares of Warrant Stock issuable upon the exercise of this Warrant so long as the Per Share Market Value is equal to or greater than $4.00 (as may be adjusted for any stock splits, combinations or recapitalizations of the Common Stock) for a period of twenty (20) consecutive Trading Days; provided, that, the first (1st) Trading Day of each subsequent twenty (20) Trading Day period commences following the end of the immediately preceding Mandatory Exercise Date. Notwithstanding the foregoing to the contrary, on each Mandatory Exercise Date, (A) the registration statement providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the of the Issuer’s secured convertible promissory notes issued pursuant to this Paragraph 1B to exercise the Purchase Agreement is effective and has been effective, without lapse or suspension of any portion of kind, for a period ten (10) consecutive calendar days, (B) trading in the purchase rights represented Common Stock shall not have been suspended by this Warrant the Securities and Exchange Commission or the American Stock Exchange (or other exchange or market on any date if on such date or at any time during the 30 consecutive trading day period ending immediately prior to such date which the Common Stock is not listed or admitted to trading on any national securities exchange trading), (C) the Issuer is in material compliance with the terms and is not traded over the counter and reported by Nasdaq or any comparable system. for purposes conditions of this paragraphWarrant and the other Transaction Documents (as defined in the Purchase Agreement), "CURRENT MARKET PRICE" means, at any date during and (D) the issuance of shares of Common Stock on the Mandatory Exercise Period, Date does not violate the average provisions of the daily closing price per share of Common Stock for the 30 consecutive trading day period during the Mandatory Exercise Period ending on the trading day immediately before such date ( as adjusted for any stock dividend, split, combination or reclassification that took effect during such 30 trading day period). The closing price for each day shall be the last reported sale price on the principal national securities exchange on which Common Stock is listed or admitted to trading or if not listed or admitted to trading on any national securities exchange, as reported by Nasdaq, if such security is traded over the counter and quoted in the Nasdaq National Market or Nasdaq Small Cap Market, or if such equity security is so traded, but not so quoted, the closing bid price of Common Stock as reported by Nasdaq or any comparable system. The Registered Holder shall be required to exercise pursuant to Paragraph 1C all of the then unexercised purchase rights represented xx xxxx Xxxrant no earlier than the 30th day following the Registered Holder's receipt of the Mandatory Exercise NoticeSection 7 hereof.