Common use of Minimum Acceptable Price Clause in Contracts

Minimum Acceptable Price. (i) In relation to each Advance, the Company can set a minimum acceptable price at which it is willing to sell its shares to the Investor by (x) indicating a minimum acceptable price on the space provided on the Advance Notice (the “Initial MAP”), and/or (y) changing the Initial MAP, or if no Initial MAP was set, adding a minimum acceptable price, at any time during a Pricing Period, by providing notice to the Investor (a “MAP Change Notice”) setting forth a subsequent minimum acceptable price (the “Subsequent MAP” and each of the Initial MAP and the Subsequent MAP a “MAP” or “Minimum Acceptable Price”). Any Subsequent MAP shall take effect beginning on the Trading Day immediately following the day that the MAP Change Notice was received by the Investor. With respect to an Advance Notice issued by the Company with a MAP (including a Subsequent MAP), (A) the amount of the Advance set forth in such Advance Notice shall automatically be reduced by 20% for each Trading Day during the Pricing Period that the VWAP of the Common Stock is below the MAP in effect on such Trading Day (each such day, an “Excluded Day”), and (B) each Excluded Day shall be excluded from the Pricing Period for purposes of determining the Market Price. (ii) The number of Shares to be issued and delivered to the Investor at each Closing (in accordance with Section 2.02 of this Agreement) with respect to an Advance Notice with a MAP shall be determined based on the Advance Notice amount as reduced pursuant to Section 2.01(c)(i)(A) above, provided however, with respect to each Excluded Day the Investor shall purchase and the Company shall sell Shares (in a total amount for each Excluded Day not to exceed 20% of the amount of the Advance set forth in such Advance Notice) in an amount equal to (y) the number of Shares sold by the Investor on such Excluded Day, and (z) the number of additional Shares that the Investor may elect to purchase provided the Investor notifies the Company of any such election before 4:15 p.m. Eastern Time on the Trading Day immediately following such Excluded Day, in each case at a price per share equal to the MAP in effect on such Excluded Day (without any further discount).

Minimum Acceptable Price. (i) In relation With respect to each AdvanceAdvance Notice delivered by the Company selecting a Regular Purchase Pricing Period, the Company can set a minimum acceptable price at which it is willing to sell its shares to may notify the Investor by (x) indicating a of the minimum acceptable price on the space provided on the per Advance Notice (the “Initial MAP”), and/or (y) changing the Initial MAP, or if no Initial MAP was set, adding a minimum acceptable price, at any time during a Pricing Period, by providing notice Share with respect to the Investor such Advance (a “MAP Change Notice”) setting forth a subsequent minimum acceptable price (the “Subsequent MAP” and each of the Initial MAP and the Subsequent MAP a “MAP” or “Minimum Acceptable Price”). Any Subsequent MAP shall take effect beginning ) by indicating a Minimum Acceptable Price on the Advance Notice, provided that if no Minimum Acceptable Price is so indicated, then the Minimum Acceptable Price in connection with such Advance Notice shall be equal to the Floor Price then in effect multiplied by 105.3%. If the Company has selected an Accelerated Purchase Pricing Period, the Minimum Acceptable Price with respect to such Advance in connection with such Advance Notice shall be equal the Floor Price then in effect multiplied by 105.3%. Each Trading Day immediately following during a Pricing Period that is an Excluded Day, shall result in an automatic reduction to the day that the MAP Change Notice was received by the Investor. With respect to an number of Advance Notice issued by the Company with a MAP (including a Subsequent MAP), (A) the amount of the Advance Shares set forth in such Advance Notice shall automatically be reduced by 20(i) in the event of a Regular Purchase Pricing Period, one-third for each such Excluded Day, (ii) in the event of an Accelerated Purchase Pricing Period, (A) with respect to an Equity Condition Excluded Day, 100% or (B) with respect to a MAP Excluded Day, 16% for each MAP Event in the applicable Accelerated Purchase Pricing Period (the resulting amount of each Advance being the “Excluded Day Adjusted Advance Amount”). For each Trading Day during the a Pricing Period that is a MAP Excluded Day, the Minimum Acceptable Price shall be substituted for the VWAP as used in the definition of Market Price in connection with the Common Stock is below the MAP in effect on such Trading Day (each such day, an “Excluded Day”), and (B) each Excluded Day shall be excluded from the applicable Pricing Period for purposes of determining the Market Pricesuch Advance Notice. (ii) The total Advance Shares in respect of each Advance with any Excluded Day(s) (after reductions have been made to arrive at the Excluded Day Adjusted Advance Amount) shall be increased by such number of Shares to be issued and delivered to the Investor at each Closing (in accordance with Section 2.02 of this Agreement) with respect to an Advance Notice with a MAP shall be determined based on the Advance Notice amount as reduced pursuant to Section 2.01(c)(i)(A) above, provided however, with respect to each Excluded Day the Investor shall purchase and the Company shall sell Common Shares (in a total amount for each Excluded Day not to exceed 20% of the amount of the Advance set forth in such Advance Notice“Long Coverage Shares”) in an amount equal to (y) the such number of Common Shares sold by the Investor on such Excluded Day, and (z) during the number of additional Shares that applicable Pricing Period minus the Investor may elect to purchase provided the Investor notifies the Company of any such election before 4:15 p.m. Eastern Time on the Trading Day immediately following such Excluded Day, in each case at a price per share equal to the MAP in effect on such Excluded Day (without Adjusted Advance Amount, if any, provided that this increase shall not cause the total Advance Shares to exceed the amount set forth in the original Advance Notice or any further discount)limitations set forth in Section 3.02.

Minimum Acceptable Price. (i) In relation With respect to each AdvancePurchase Notice, the Company can set a minimum acceptable price at which it is willing to sell its shares to may notify the Investor of the MAP, by (x) indicating a minimum acceptable price MAP on the space provided on the Advance Notice (the “Initial MAP”)such Purchase Notice. If no MAP is specified in a Purchase Notice, and/or (y) changing the Initial MAP, or if then no Initial MAP was set, adding a minimum acceptable price, at any time during a Pricing Period, by providing notice to the Investor (a “MAP Change Notice”) setting forth a subsequent minimum acceptable price (the “Subsequent MAP” and each of the Initial MAP and the Subsequent MAP a “MAP” or “Minimum Acceptable Price”). Any Subsequent MAP shall take be in effect in connection with such Purchase Notice. Each Trading Day beginning on the Trading Day immediately following the day that the MAP Change Purchase Notice was received by the Investor. With respect to an Advance Notice issued by the Company with a MAP (including a Subsequent MAP), (A) the amount of the Advance set forth in such Advance Notice shall automatically be reduced by 20% Date for each Trading Day during the Pricing Period that which the VWAP of the Common Stock is below the MAP in effect on with respect to such Trading Day Purchase Notice, shall result in an automatic reduction to the amount of the Purchase Notice Shares set forth in such Purchase Notice by 33.3% (each such day, an “Excluded Day” and the resulting amount of each Purchase Notice being the “Adjusted Purchase Amount”), ) and (B) each Excluded the VWAP of the Common Stock for that Trading Day shall will be excluded from the Pricing Period for purposes calculation of determining the Market Purchase Price. (ii) . The total number of Purchase Notice Shares in respect of each Purchase Notice with any Excluded Day(s) (after reductions have been made to arrive at the Adjusted Purchase Amount, if any) may be increased by such number of shares of Common Stock (the “Additional Shares”) elected to be issued and delivered to subscribed for by the Investor at each Closing (in accordance with Section 2.02 of this Agreement) with respect to an Advance Notice with a MAP shall be determined based on the Advance Notice amount as reduced pursuant to Section 2.01(c)(i)(A) aboveInvestor, provided however, with respect to each Excluded Day the Investor shall purchase and the Company shall sell Shares (in a total amount for each Excluded Day not to exceed 20% of the amount of the Advance set forth in such Advance Notice) in an amount equal to (y) the number of Shares sold by the Investor on such Excluded Day, and (z) the number of additional Shares that the Investor may elect to purchase provided the Investor notifies the Company of any such election before 4:15 p.m. Eastern Time on the Trading Day immediately following such Excluded Day, in each case at a subscription price per share for each Additional Share equal to the MAP in effect on with respect to such Excluded Day (without Purchase Notice, provided that this increase shall not cause the total number of Purchase Notice Shares to exceed the amount set forth in the applicable Purchase Notice or any further discountlimitations set forth in Section 2.3 or Section 7.2(g).