Common use of Minimum Acceptable Price Clause in Contracts

Minimum Acceptable Price. The lowest Market Price of the Common Stock (before taking into account any discount used to calculate the Purchase Price) for any particular Advance (the “Minimum Acceptable Price”) shall, in connection with each Advance Notice delivered by the Company, be equal to ninety seven percent (97%) of the VWAP on the Trading Day immediately preceding the Advance Notice Date for such Advance Notice. Subject to the next sentence, upon the issuance by the Company of an Advance Notice along with a Minimum Acceptable Price, (i) the Company shall automatically reduce the amount of the Advance set forth in such Advance Notice by twenty percent (20%) for each Trading Day during the Pricing Period that the VWAP of the Common Stock is below the Minimum Acceptable Price (each such day, an “Excluded Day”), and (ii) each Excluded Day shall be excluded from the Pricing Period for purposes of determining the Market Price. The number of shares of Common Stock to be delivered to the Investor at the Closing (in accordance with Section 2.3 of this Agreement) shall correspond with the Advance Notice amount as reduced pursuant to clause (i) above, except that the Company shall be obligated to sell, and the Investor shall be obligated to purchase any shares of Common Stock corresponding to such Advance Notice that have been sold by the Investor and such shares shall be priced at the greater of the Purchase Price or the applicable Minimum Acceptable Price. The Company, and only the Company, may waive the Minimum Acceptable Price with respect to any particular Advance Notice by providing the Investor with written notice of waiver on or prior to the Advance Notice Date.

Minimum Acceptable Price. The lowest Market Price of the Common Stock (before taking into account any discount used to calculate the Purchase Price) for any particular Advance (the “"Minimum Acceptable Price”") shall, in connection with each Advance Notice delivered by the Company, be equal to ninety seven sixty five percent (9765%) of the VWAP on the Trading Day immediately preceding the Advance Notice Date for such Advance Notice. Subject to the next sentence, upon the issuance by the Company of an Advance Notice along with a Minimum Acceptable Price, (i) the Company shall automatically reduce the amount of the Advance set forth in such Advance Notice by twenty percent (20%) for each Trading Day during the Pricing Period that the VWAP of the Common Stock is below the Minimum Acceptable Price (each such day, an “"Excluded Day”"), and (ii) each Excluded Day shall be excluded from the Pricing Period for purposes of determining the Market Price. The number of shares of Common Stock to be delivered to the Investor at the Closing (in accordance with Section 2.3 of this Agreement) shall correspond with the Advance Notice amount as reduced pursuant to clause (i) above, except that the Company shall be obligated to sell, and the Investor shall be obligated to purchase any shares of Common Stock corresponding to such Advance Notice that have been sold by the Investor and such shares shall be priced at the greater of the Purchase Price or the applicable Minimum Acceptable Price. The Company, and only the Company, may waive the Minimum Acceptable Price with respect to any particular Advance Notice by providing the Investor with written notice of waiver on or prior to the Advance Notice Date.

Minimum Acceptable Price. The lowest Market Price For the purposes of this Agreement, the Common Stock (before taking into account any discount used to calculate the Purchase Price) for any particular Advance (the term “Minimum Acceptable Price”) shall” shall mean, in connection with each Advance Notice delivered by the Company, be equal to ninety seven eighty five percent (9785%) of the VWAP of the Common Stock on the Trading Day immediately preceding the Advance Notice Date for such Advance Notice. Subject to the next sentence, upon Upon the issuance by the Company of an Advance Notice along with a Notice, the Minimum Acceptable Price, Price with respect to that Advance Notice shall be determined and (i) the Company shall automatically reduce the amount of the Advance set forth in such Advance Notice by twenty percent (20%) (such reduced Advance, the “Adjusted Advance”) for each Trading Day during the Pricing Period that the VWAP of the Common Stock is below the Minimum Acceptable Price (each such day, an “Excluded Day”), and (ii) each Excluded Day shall be excluded from the Pricing Period for purposes of determining the Market Price. The number of shares of Common Stock to be delivered to the Investor at the Closing (in accordance with Section 2.3 2.03 of this Agreement) shall correspond with be equal to the Adjusted Advance Notice amount as reduced pursuant to clause (i) abovedivided by the Purchase Price; provided, except however, that the Company shall be obligated to sell, and if the Investor shall be obligated to purchase any has sold shares of Common Stock corresponding to such on an Excluded Day the Company shall automatically increase the Adjusted Advance Notice that have been by the number obtained by multiplying the number of shares of Common Stock sold by the Investor and on such shares shall be priced at the greater Excluded Day by ninety-three (93%) of the Purchase Price or the applicable Minimum Acceptable Price. The Company, and only the Company, may waive the Minimum Acceptable Price with respect to any particular Advance Notice by providing the Investor with written notice of waiver on or prior to the Advance Notice Date.

Minimum Acceptable Price. The lowest Market Price (i) With respect to each Advance Notice, the Company may notify the Investor of the Common Stock (before taking into account any discount used MAP with respect to calculate the Purchase Price) for any particular such Advance (the “Minimum Acceptable Price”) shall, in connection with each Advance Notice delivered by the Company, be equal to ninety seven percent (97%) of the VWAP indicating a MAP on the Trading Day immediately preceding the Advance Notice Date for such Advance Notice. Subject to the next sentence, upon the issuance by the Company of If no MAP is specified in an Advance Notice, then no MAP shall be in effect in connection with such Advance. With respect to each Advance Notice along with a Minimum Acceptable PriceMAP, (i) the Company shall automatically reduce the amount of the Advance set forth in such Advance Notice by twenty percent (20%) for each Trading Day during the an Advance Pricing Period that for which (A) the VWAP of the Common Stock Shares is below the Minimum Acceptable Price in effect with respect to such Advance Notice, or (B) there is no VWAP (each such day, an “Excluded Day”), shall result in an automatic reduction to the amount of the Advance Shares set forth in such Advance Notice by (y) 20% if the applicable Advance Notice specifies a Pricing Period of five (5) consecutive Trading Days or by (z) 50% if the applicable Advance Notice specifies a Pricing Period of two (2) consecutive Trading Days (the resulting amount of each Advance being the “Adjusted Advance Shares”), and (ii) each Excluded Day shall be excluded from the Advance Pricing Period for purposes of determining the Market Price. The Price and the number of shares of Common Stock to be delivered to the Investor at the Closing (days in accordance with Section 2.3 of this Agreement) shall correspond with the Advance Notice amount as reduced pursuant to clause (i) above, except that the Company Pricing Period shall be obligated to sell, and the Investor shall be obligated to purchase any shares of Common Stock corresponding to such Advance Notice that have been sold reduced by the Investor and such shares shall be priced at the greater number of the Purchase Price or the applicable Minimum Acceptable Price. The Company, and only the Company, may waive the Minimum Acceptable Price with respect to any particular Advance Notice by providing the Investor with written notice of waiver on or prior to the Advance Notice DateExcluded Days.