Common use of Repricing Clause in Contracts

Repricing. There will be three "Reset Periods" per tranche. Each Reset Period will consist of 30 calendar days. The first Reset Period for the Initial Shares will expire on the 30th calendar day after the Effective Date and will cover 34% of the Initial Shares. The second and third Reset Period for the Initial Shares will expire on the 30th and 60th calendar day respectively after the expiration of the first Reset Period for the Initial Shares, each for 33% of the Initial Shares. The first Reset Period for the Secondary Shares will expire on the 30th calendar day after the Closing Date for the Secondary Shares and will cover 34% of the Secondary Shares. The second and third Reset Periods for the Secondary Shares will expire on the 30th and 60th calendar day respectively after the expiration of the first Reset Period for the Secondary Shares, each for 33% of the Secondary Shares. The first Reset Period for the Tertiary Shares will expire on the 30th calendar day after the Closing Date for the Tertiary Shares and will cover 34% of the Tertiary Shares. The second and third Reset Periods for the Tertiary Shares will expire on the 30th and 60th calendar day respectively after the expiration of the first Reset Period for the Tertiary Shares, each for 33% of the Tertiary Shares. For each Reset Period, the "Reset Price" shall be equal to the average of the Bid Prices during the Trading Days during such period. The number of shares of Common Stock (the "Reset Shares") to be issued upon the expiration of each Reset Period shall be calculated by the following formula: ((# of shares subject to repricing as set forth above) x (Purchase Price of shares subject to repricing x 117.5% - Reset Price)) / Reset Price Upon the expiration of each Reset Period the Company agrees to issue that number of Reset Shares (if any) resulting from the above formula. Such shares shall be delivered within five Business Days following the expiration of the applicable Reset Period. In the event that the Company does not deliver unlegended Reset Shares within five (5) Business Days after the expiration of a Reset Period (if so required pursuant to the terms herein), the Company shall pay to the Investor(s), in immediately available funds, upon demand, as liquidated damages for such failure and not as a penalty, one quarter of one percent of the value of the Reset Shares undelivered (based upon the Bid Price of the Common Stock on the Receipt Date) for every day thereafter for the first ten calendar days and two percent per calendar day thereafter that the unlegended Reset Shares are not delivered, which liquidated damages shall run from the sixth Business Day after the expiration of the applicable Reset Period. The parties hereto acknowledge and agree that the sum payable herein, shall constitute liquidated damages and not penalties. The parties further acknowledge that the amount of loss or damages likely to be incurred is incapable or is difficult to precisely estimate, and the parties are sophisticated business parties and have been represented by sophisticated and able legal and financial counsel and negotiated this Agreement at arm's length. Any and all payments required pursuant to this paragraph shall be payable only in cash, and any payment hereunder shall not relieve the Company of its delivery obligations under this Section. All Reset Shares shall be included in the Registration Statement.

Repricing. (a) There will be three two "Reset Periods" per tranche. Each Reset Period will consist of 30 calendar daysTrading Days. The first Reset Period for the Initial Shares will expire on the 30th calendar day Trading Day after the Effective Date and will cover 34% fifty percent (50%) of the Initial Shares. The second and third Reset Period for the Initial Shares will expire on the 30th and 60th calendar day respectively Trading Day after the expiration of the first Reset Period for the Initial Shares, each for 33% the remaining fifty percent (50%) of the Initial Shares. The first Reset Period for the Secondary Shares will expire on the 30th calendar day Trading Day after the Closing Date for the Secondary Shares and will cover 34% fifty percent (50%) of the Secondary Shares. The second and third Reset Periods Period for the Secondary Shares will expire on the 30th and 60th calendar day respectively Trading Day after the expiration of the first Reset Period for the Secondary Shares, each for 33% and cover the remaining fifty percent (50%) of the Secondary Shares. The first Reset Period for the Tertiary Shares will expire on the 30th calendar day after the Closing Date for the Tertiary Shares and will cover 34% of the Tertiary Shares. The second and third Reset Periods for the Tertiary Shares will expire on the 30th and 60th calendar day respectively after the expiration of the first Reset Period for the Tertiary Shares, each for 33% of the Tertiary Shares. . (b) For each Reset Period, the "Reset Price" shall be equal to the average of the lowest twelve (12) Bid Prices of the Common Stock during the Trading Days during such periodeach reset Period. The number of shares of Common Stock (the "Reset Shares") to be issued upon the expiration of each Reset Period shall be calculated by the following formula: ((# of shares subject to repricing as set forth above) x (Purchase Price of shares subject to repricing x 117.5115% - Reset Price)) / Reset Price Upon the expiration of each Reset Period the Company agrees to issue that number of Reset Shares (if any) resulting from the above formula. Such shares shall be delivered within five Business Days following the expiration of the applicable Reset Period. In the event that the Company does not deliver unlegended Reset Shares within five (5) Business Days after the expiration of a Reset Period (if so required pursuant to the terms herein), the Company shall pay to the Investor(s)Investor, in immediately available funds, upon demand, as liquidated damages for such failure and not as a penalty, one quarter of one two percent of the value of the Reset Shares undelivered (based upon the Bid Price of the Common Stock on the Receipt Date) for every day thereafter for the first ten calendar days and two percent per calendar day thereafter that the unlegended Reset Shares are not delivered, which liquidated damages shall run from the sixth Business Day after the expiration of the applicable Reset Period. The parties hereto acknowledge and agree that the sum payable herein, shall constitute liquidated damages and not penalties. The parties further acknowledge that the amount of loss or damages likely to be incurred is incapable or is difficult to precisely estimate, and the parties are sophisticated business parties and have been represented by sophisticated and able legal and financial counsel and negotiated this Agreement at arm's length. Any and all payments required pursuant to this paragraph shall be payable only in cash, and any payment hereunder shall not relieve the Company of its delivery obligations under this Section. All Reset Shares shall be included in the Registration Statement. (c) In the event the Company is obligated to issue Reset Shares, and the Reset Price is lower than sixty percent (60%) of the Issuance Price (hereinafter the "Floor Price"), then the Company shall have the option, in lieu of issuing such Reset, of paying to the Investor the cash value of said Reset Shares based upon the Bid Price of the Common Stock on the Trading Day of the expiration of the applicable Reset Period. Such cash payment must be wired transferred to the Investor within five Business Days after the expiration of such Reset Period, if it is not, then the Company will be obligated to pay to the Investor liquidated damages for such failure and not as a penalty, two percent of the amount due to the Investor for every day thereafter for the first ten calendar days and two percent per calendar day thereafter that the funds are not delivered, which liquidated damages shall run from the sixth Business Day after the expiration of the applicable Reset Period. (d) In the event the Company is obligated to issue Reset Shares, but the Investor then owns more than 9.99% of the then outstanding shares of Common Stock, the Company will issue such Reset Shares at such time as the Investor owns less than 9.99% of the then outstanding shares of Common Stock. (e) The Reset Shares shall be included in the Registration Statement as per the terms of the Registration Rights Agreement.