Common use of Sales of Common Stock Clause in Contracts

Sales of Common Stock. Subject to the satisfaction of all of the conditions set forth in Sections 6 and 7 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”), at any time commencing on the Commencement Date and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Purchase Notice from time to time, to purchase a minimum of twenty thousand dollars ($20,000) and up to a maximum of; the lower of (i) of one hundred thousand dollars ($100,000), or (ii) one hundred and percent (100%) of the average daily volume traded for the Common Stock during the relevant Valuation Period (subject to adjustments for stock splits, dividends, and similar occurrences), subject to the Available Amount. Each Purchase Notice will set forth the Purchase Price and number of Purchase Shares in accordance with the terms of this Agreement. If the Company delivers any Purchase Notice for a Purchase Amount in excess of the limitations contained herein, such Purchase Notice shall be void ab initio to the extent of the amount by which the amount of Purchase Shares set forth in such Purchase Notice exceeds the amount of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the amount of Purchase Shares which the Company is permitted to include in such Purchase Notice. Notwithstanding the foregoing dollar limitations, the Company and the Investor may, from time to time, mutually agree (in writing) to waive the aforementioned limitations for a relevant Purchase Notice, which waiver, for the avoidance of doubt, shall not exceed the Beneficial Ownership Limitation contained herein. The Company may not deliver more than one Purchase Notice to the Investor every ten (10) Business Days unless, from time to time, the Company and the Investor mutually agree to different timing of the delivery Purchase Notices. Except as disclosed on Schedule 2(a), the Company covenants that it will not issue any securities of the Company (whether in accordance with any outstanding notes, warrants, or for any other purpose) during the ten (10) trading day period immediately preceding and the ten (10) trading day period immediately following, the date of each Purchase Notice.

Sales of Common Stock. Subject to the satisfaction of all of the conditions set forth in Sections 6 and 7 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”), at any time commencing on the Commencement Date and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Purchase Notice from time to time, to purchase a minimum of twenty ten thousand dollars ($20,00010,000) and up to a maximum of; the lower of : (i) of one hundred thousand dollars ($100,000), or (ii1) one hundred and percent (100%) of the average daily volume traded for the Common Stock during the relevant Valuation Period if the lowest VWAP during the Valuation Period is below $0.03 (subject to adjustments for stock splits, dividends, and similar occurrences), (2) one hundred and fifty percent (150%) of the average daily volume traded for the Common Stock during the Valuation Period if the lowest VWAP during the relevant Valuation Period is between $0.03 and $0.035 (subject to adjustments for stock splits, dividends, and similar occurrences), and (3) two hundred percent (200%) of the average daily volume traded for the Common Stock during the Valuation Period if the lowest VWAP during the relevant Valuation Period is above $0.035 per share (subject to adjustments for stock splits, dividends, and similar occurrences), all subject to the Available Amount. Each Purchase Notice will set forth the Purchase Price and number of Purchase Shares in accordance with the terms of this Agreement. If the Company delivers any Purchase Notice for a Purchase Amount in excess of the limitations contained herein, such Purchase Notice shall be void ab initio to the extent of the amount by which the amount of Purchase Shares set forth in such Purchase Notice exceeds the amount of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the amount of Purchase Shares which the Company is permitted to include in such Purchase Notice. Notwithstanding the foregoing dollar limitations, the Company and the Investor may, from time to time, mutually agree (in writing) to waive the aforementioned limitations for a relevant Purchase Notice, which waiver, for the avoidance of doubt, shall not exceed the Beneficial Ownership Limitation contained herein. The Company may not deliver more than one Purchase Notice to the Investor every ten (10) Business Days unless, from time to time, the Company and the Investor mutually agree to different timing of the delivery Purchase Notices. Except as disclosed on Schedule 2(a), the The Company covenants that it will not issue any securities of the Company (whether in accordance with any outstanding notes, warrants, or for any other purpose) during the ten (10) trading day period immediately preceding and the ten (10) trading day period immediately following, the date of each Purchase Notice.

Sales of Common Stock. Subject to the satisfaction of all of the conditions set forth in Sections 6 and 7 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”), at any time commencing on the Commencement Date and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Purchase Notice from time to time, to purchase a minimum of twenty ten thousand dollars ($20,00010,000) and up to a maximum of; the lower : (1) One Hundred Million (100,000,000) shares of (i) of one hundred thousand dollars ($100,000), or (ii) one hundred and percent (100%) of Common Stock if the average daily volume traded for the Common Stock VWAP during the relevant Valuation Period is below $0.03 (subject to adjustments for stock splits, dividends, and similar occurrences), (2) One Hundred and Fifty Million (150,000,000) shares of Common Stock if the average VWAP during the relevant Valuation Period is between $0.03 and $0.035 (subject to adjustments for stock splits, dividends, and similar occurrences), and (3) Two Hundred Million (200,000,000) shares of Common Stock if the average VWAP during the relevant Valuation Period is above $0.035 (subject to adjustments for stock splits, dividends, and similar occurrences), all subject to the Available Amount. Each Purchase Notice will set forth the Purchase Price and number of Purchase Shares in accordance with the terms of this Agreement. If the Company delivers any Purchase Notice for a Purchase Amount in excess of the limitations contained herein, such Purchase Notice shall be void ab initio to the extent of the amount by which the amount of Purchase Shares set forth in such Purchase Notice exceeds the amount of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the amount of Purchase Shares which the Company is permitted to include in such Purchase Notice. Notwithstanding the foregoing dollar limitations, the Company and the Investor may, from time to time, mutually agree (in writing) to waive the aforementioned limitations for a relevant Purchase Notice, which waiver, for the avoidance of doubt, shall not exceed the Beneficial Ownership Limitation contained herein. The Company may not deliver more than one Purchase Notice to the Investor every ten (10) Business Days unless, from time to time, the Company and the Investor mutually agree to different timing of the delivery Purchase Notices. Except as disclosed on Schedule 2(a), the Company covenants that it will not issue any securities of the Company (whether in accordance with any outstanding notes, warrants, or for any other purpose) during the ten (10) trading day period immediately preceding and the ten (10) trading day period immediately following, the date of each Purchase Notice.

Sales of Common Stock. Subject to the satisfaction of all of the conditions set forth in Sections 6 and 7 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”), at any time commencing on the Commencement Date and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Purchase Notice from time to time, to purchase a minimum of twenty ten thousand dollars ($20,00010,000) and up to a maximum of; the lower of (i) of one hundred thousand three million dollars ($100,000)3,000,000) of Purchase Shares (the number of Purchase Shares being determined in accordance with Section 2(b) hereunder) for each Purchase Notice (subject to the Available Amount, or (ii) and provided that, the Purchase Amount for any Purchase will not exceed one hundred and percent (100%) the average of the average daily trading dollar volume traded for of the Common Stock during the relevant Valuation Period ten (subject to adjustments for stock splits, dividends, and similar occurrences10) Business Days preceding the Purchase Date), subject to at the Available AmountPurchase Price on the Purchase Date (each, a “Purchase”). Each Purchase Notice will set forth the Purchase Price and number of Purchase Shares Shares, in accordance with the terms of this Agreement. If the Company delivers any Purchase Notice for a Purchase Amount in excess of the limitations contained herein, such Purchase Notice shall be void ab initio to the extent of the amount by which the amount of Purchase Shares set forth in such Purchase Notice exceeds the amount of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the amount of Purchase Shares which the Company is permitted to include in such Purchase Notice. Notwithstanding the foregoing dollar limitations, the Company and the Investor may, from time to time, mutually agree (in writing) to waive the aforementioned limitations for a relevant Purchase Notice, which waiver, for the avoidance of doubt, shall not exceed the Beneficial Ownership Limitation contained herein. The Company may not deliver more than one Purchase Notice to the Investor every ten five (105) Business Days unless, from time to time, the Company and the Investor mutually agree to different timing of the delivery Purchase Notices. Except as disclosed on Schedule 2(a), Upon mutual written agreement by the Company covenants that it will not issue any securities of the Company (whether in accordance with any outstanding notes, warrants, or for any other purpose) during the ten (10) trading day period immediately preceding and the ten Investor, a Purchase may exceed three million dollars (10$3,000,000,) trading day period immediately followingbut for the avoidance of doubt, shall not exceed the date of each Purchase NoticeBeneficial Ownership Limitation contained herein.

Sales of Common Stock. Subject to the satisfaction of all of the conditions set forth in Sections 6 and 7 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”), at any time commencing on the Commencement Date and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Purchase Notice from time to time, to purchase a minimum of twenty thousand dollars ($20,000) and up to a maximum of; the lower of (i) of one hundred thousand dollars ($100,000), or ) and up to a maximum of two million dollars (ii) one hundred and percent (100%$2,000,000) of Purchase Shares (the average daily volume traded number of Purchase Shares being determined in accordance with Section 2(b) hereunder) for the Common Stock during the relevant Valuation Period each Purchase Notice (subject to adjustments for stock splits, dividends, and similar occurrences), subject to the Available Amount), at the Purchase Price on the Purchase Date (each, a “Purchase”). Each Purchase Notice will set forth the Purchase Price and number of Purchase Shares Shares, in accordance with the terms of this Agreement. If the Company delivers any Purchase Notice for a Purchase Amount in excess of the limitations contained herein, such Purchase Notice shall be void ab initio to the extent of the amount by which the amount of Purchase Shares set forth in such Purchase Notice exceeds the amount of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the amount of Purchase Shares which the Company is permitted to include in such Purchase Notice. Notwithstanding the foregoing dollar limitations, the Company and the Investor may, from time to time, mutually agree (in writing) to waive the aforementioned limitations for a relevant Purchase Notice, which waiver, for the avoidance of doubt, shall not exceed the Beneficial Ownership Limitation contained herein. The Company may not deliver more than one Purchase Notice to the Investor every ten five (105) Business Days unless, from time to time, the Company and the Investor mutually agree to different timing of the delivery Purchase Notices. Except as disclosed on Schedule 2(a), the Company covenants that it will not issue any securities of the Company (whether in accordance with any outstanding notes, warrants, or for any other purpose) during the ten (10) trading day period immediately preceding and the ten (10) trading day period immediately following, the date of each Purchase Notice.

Sales of Common Stock. Subject to the satisfaction of all of the conditions set forth in Sections 6 and 7 hereof (the “Commencement” and If at any time after the date of satisfaction of such conditions the “Commencement Date”), at any time commencing on the Commencement Date and thereafter, this Agreement the Company shall have issue Common Stock (other than a Permitted Issuance as defined below) at a price per share less than the rightlesser of the Average Market Price per share of Common Stock (as determined in the manner prescribed in Section 8 hereof) or, but not if the obligationExercise Price has been adjusted pursuant to Section 6(c), 91% of such adjusted Exercise Price, the Exercise Price shall be decreased to direct the Investor, an amount determined by its delivery multiplying such Exercise Price in effect immediately prior to the Investor date on which such issuance occurred by a fraction, the numerator of which is the sum of (x) the total number of shares of Common Stock outstanding on such issue date and (y) the number of shares of Common Stock which the aggregate consideration received by the Company for shares of Common Stock so issued would purchase at the greater of such Average Market Price or, if the Exercise Price has been adjusted pursuant to Section 6(c), 91% of such Adjusted Exercise Price, as the case may be, and the denominator of which shall be the sum of (a) the number of shares of Common Stock outstanding on such record date and (b) the number of additional shares of Common Stock issued. In the event such purchase price was paid, in whole or in part, with consideration other than cash, the value of such consideration shall be as determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive and described in a Purchase Notice from time statement filed with the Warrant Agent. The number of shares purchasable upon the exercise of each Warrant on such record date shall be increased to timea number of shares equal to (i) the number of shares purchasable on such record date multiplied by the Exercise Price in effect immediately prior to the adjustment required by the preceding sentence, divided by (ii) the adjusted Exercise Price computed pursuant to purchase a minimum the preceding sentence. Such adjustment shall be made successively whenever such issuances are consummated. For purposes of twenty thousand dollars this Agreement, “Permitted Issuances” shall mean ($20,000i) and the issuance during each annual period described below of up to a maximum of; designated number of rights, stock options or shares of Common Stock to the lower Company’s employees and regularly engaged consultants pursuant to the Company’s existing stock option plans or any stock option plans hereafter adopted by the Company or pursuant to any restricted share agreement adopted by the Company: (A) during the period beginning on the date of (i) of one hundred thousand dollars ($100,000), or (ii) one hundred this Agreement and percent (100%) ending on the first anniversary of the average daily volume traded for the Common Stock during the relevant Valuation Period (subject to adjustments for stock splits, dividends, and similar occurrences), subject to the Available Amount. Each Purchase Notice will set forth the Purchase Price and number of Purchase Shares in accordance with the terms date of this Agreement. If the Company delivers any Purchase Notice for a Purchase Amount in excess of the limitations contained herein, such Purchase Notice shall be void ab initio up to the extent of the amount by which the amount of Purchase Shares set forth in such Purchase Notice exceeds the amount of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect 1,592,087 of such Purchase Noticerights, stock options or shares; and (B) during each subsequent annual period beginning on the day following an anniversary of this Agreement and ending on the next succeeding anniversary of this Agreement, up to additional 796,044 of such rights, stock options or shares; provided, however, that the Investor shall remain obligated to purchase the amount number of Purchase Shares which the Company is permitted to include in such Purchase Notice. Notwithstanding the foregoing dollar limitationsrights, the Company and the Investor may, from time to time, mutually agree stock options or shares covered by this clause (in writingi) to waive the aforementioned limitations for a relevant Purchase Notice, which waiver, for the avoidance of doubt, shall not exceed the Beneficial Ownership Limitation contained herein. The Company may not deliver more than one Purchase Notice to the Investor every ten 3,184,175; (10ii) Business Days unless, from time to time, the Company and the Investor mutually agree to different timing issuance of shares of capital stock upon exercise of the delivery Purchase Notices. Except as disclosed on Schedule 2(arights and stock options referred to in clause (i), and (iii) the Company covenants that it will not issue any securities issuance of the Company (whether in accordance with Warrants and capital stock issuable upon exercise thereof upon the occurrence of any outstanding notes, warrants, or for any other purpose) during the ten (10) trading day period immediately preceding and the ten (10) trading day period immediately following, the date of each Purchase Noticeadjustment required by Section 7 hereof.

Sales of Common Stock. Subject to the satisfaction of all of the conditions set forth in Sections 6 and 7 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”), at any time commencing on the Commencement Date and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Purchase Notice from time to time, to purchase a minimum of twenty thousand dollars ($20,000) and up to a maximum of; the lower of (i) of one hundred thousand dollars ($100,000), or ) and up to a maximum of five million dollars (ii) one hundred and percent (100%$5,000,000) of Purchase Shares (the average daily volume traded number of Purchase Shares being determined in accordance with Section 2(b) hereunder) for the Common Stock during the relevant Valuation Period each Purchase Notice (subject to adjustments for stock splits, dividends, and similar occurrences), subject to the Available Amount), at the Purchase Price on the Purchase Date (each, a “Purchase”). Each Purchase Notice will set forth the Purchase Price and number of Purchase Shares Shares, in accordance with the terms of this Agreement. Notwithstanding any provision in this Agreement to the contrary (subject only to the Beneficial Ownership Limitation), the initial Purchase Notice hereunder will be for a Purchase Amount of Seven Million Dollars ($7,000,000). If the Company delivers any Purchase Notice for a Purchase Amount in excess of the limitations contained herein, such Purchase Notice shall be void ab initio to the extent of the amount by which the amount of Purchase Shares set forth in such Purchase Notice exceeds the amount of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the amount of Purchase Shares which the Company is permitted to include in such Purchase Notice. Notwithstanding the foregoing dollar limitations, the Company and the Investor may, from time to time, mutually agree (in writing) to waive the aforementioned limitations for a relevant Purchase Notice, which waiver, for the avoidance of doubt, shall not exceed the Beneficial Ownership Limitation contained herein. The Except for the initial Purchase Notice hereunder, the Company may not deliver more than one a Purchase Notice to the Investor every ten prior to five (105) Business Days unlessfrom the most recent receipt by Investor’s broker of Purchase Shares hereunder, from time to time, except as the Company and the Investor mutually agree to different timing of the delivery Purchase Notices. Except as disclosed on Schedule 2(a), the Company covenants that it will not issue any securities of the Company (whether in accordance with any outstanding notes, warrants, or for any other purpose) during the ten (10) trading day period immediately preceding and the ten (10) trading day period immediately following, the date of each Purchase Noticeparties may otherwise agree.

Sales of Common Stock. Subject to the satisfaction of all of the conditions set forth in Sections 6 and 7 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”), at any time commencing on the Commencement Date and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Purchase Notice from time to time, to purchase a minimum of twenty thousand dollars ($20,000) 10,000 and up to a maximum of; of $400,000 of Purchase Shares (the lower number of Purchase Shares being determined in accordance with Section 2(b) hereunder) for each Purchase Notice (i) of one hundred thousand dollars ($100,000)subject to the Available Amount, or (ii) one hundred and percent (100%) provided that, the Purchase Amount for any Purchase will not exceed two times the average of the average daily trading dollar volume traded for of the Common Stock during the relevant Valuation Period (subject to adjustments for stock splits, dividends, and similar occurrences10 Business Days preceding the Purchase Date), subject to at the Available AmountPurchase Price on the Purchase Date (each, a “Purchase”). Each Purchase Notice will set forth the Purchase Price and number of Purchase Shares Shares, in accordance with the terms of this Agreement. If the Company delivers any Purchase Notice for a Purchase Amount in excess of the limitations contained herein, such Purchase Notice shall be void ab initio to the extent of the amount by which the amount of Purchase Shares set forth in such Purchase Notice exceeds the amount of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the amount of Purchase Shares which the Company is permitted to include in such Purchase Notice. Notwithstanding the foregoing dollar limitations, the Company and the Investor may, from time to time, mutually agree (in writing) to waive the aforementioned limitations for a relevant Purchase Notice, which waiver, for the avoidance of doubt, shall not exceed the Beneficial Ownership Limitation contained herein. The Company may not deliver more than one Purchase Notice to the Investor every ten (10) Business Days unless, from time to time, the Company and the Investor mutually agree to different timing of the delivery Purchase Notices. Except as disclosed on Schedule 2(a), the Company covenants that it will not issue any securities of the Company (whether in accordance with any outstanding notes, warrants, or for any other purpose) during the ten (10) trading day period immediately preceding and the ten (10) trading day period immediately following, the date of each Purchase Notice.

Sales of Common Stock. Subject to the satisfaction of all of the conditions set forth in Sections 6 and 7 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”), at any time commencing on the Commencement Date and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Purchase Notice from time to time, to purchase a minimum of twenty ten thousand dollars ($20,00010,000) worth of shares and up to a maximum of; of the lower of of: (i) of one hundred thousand dollars ($100,000), or (ii1) one hundred and percent (100%) of the average daily trading dollar volume traded for the Common Stock Company’s common stock during the relevant Valuation Period ten Trading Days preceding the Purchase Date; or (subject to adjustments for stock splits, dividends, and similar occurrences), subject to the Available Amount. 2) One million dollars ($1,000,000) Each Purchase Notice will set forth the Purchase Price and number of Purchase Shares in accordance with the terms of this Agreement. If the Company delivers any Purchase Notice for a Purchase Amount in excess of the limitations contained herein, such Purchase Notice shall be void ab initio to the extent of the amount by which the amount of Purchase Shares set forth in such Purchase Notice exceeds the amount of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the amount of Purchase Shares which the Company is permitted to include in such Purchase Notice. Notwithstanding the foregoing dollar limitations, the Company and the Investor may, from time to time, mutually agree (in writing) to waive the aforementioned limitations for a relevant Purchase Notice, which waiver, for the avoidance of doubt, shall not exceed the Beneficial Ownership Limitation contained herein. The Company may not deliver more than one Purchase Notice to the Investor every ten five (105) Business Days unless, from time to time, the Company and the Investor mutually agree to different timing of the delivery Purchase Notices. Except as disclosed on Schedule 2(a), the Company covenants that it will not issue any securities of the Company (whether in accordance with any outstanding notes, warrants, or for any other purpose) during the ten (10) trading day period immediately preceding and the ten (10) trading day period immediately following, the date of each Purchase Notice.

Sales of Common Stock. Subject to the satisfaction of all of the conditions set forth in Sections 6 and 7 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”), at any time commencing on the Commencement Date and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Purchase Notice from time to time, to purchase a minimum of twenty ten thousand dollars ($20,00010,000) and up to a maximum of; the lower of (i) of one hundred thousand three million dollars ($100,000)3,000,000) of Purchase Shares (the number of Purchase Shares being determined in accordance with Section 2(b) hereunder) for each Purchase Notice (subject to the Available Amount, or (ii) one and provided that, the Purchase Amount for any Purchase will not exceed two hundred and percent (100200%) the average of the average daily trading dollar volume traded for of the Common Stock during the relevant Valuation Period ten (subject to adjustments for stock splits, dividends, and similar occurrences10) Business Days preceding the Purchase Date), subject to at the Available AmountPurchase Price on the Purchase Date (each, a “Purchase”). Each Purchase Notice will set forth the Purchase Price and number of Purchase Shares Shares, in accordance with the terms of this Agreement. If the Company delivers any Purchase Notice for a Purchase Amount in excess of the limitations contained herein, such Purchase Notice shall be void ab initio to the extent of the amount by which the amount of Purchase Shares set forth in such Purchase Notice exceeds the amount of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the amount of Purchase Shares which the Company is permitted to include in such Purchase Notice. Notwithstanding the foregoing dollar limitations, the Company and the Investor may, from time to time, mutually agree (in writing) to waive the aforementioned limitations for a relevant Purchase Notice, which waiver, for the avoidance of doubt, shall not exceed the Beneficial Ownership Limitation contained herein. The Company may not deliver more than one Purchase Notice to the Investor every ten five (105) Business Days unless, from time to time, the Company and the Investor mutually agree to different timing of the delivery Purchase Notices. Except as disclosed on Schedule 2(a), the Company covenants that it will not issue any securities of the Company (whether in accordance with any outstanding notes, warrants, or for any other purpose) during the ten (10) trading day period immediately preceding and the ten (10) trading day period immediately following, the date of each Purchase Notice.

Sales of Common Stock. Subject to the satisfaction of all of the conditions set forth in Sections 6 and 7 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”), at any time commencing on the Commencement Date and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Purchase Notice from time to time, to purchase a minimum of twenty ten thousand dollars ($20,00010,000) and up to a maximum of; the lower of (i) of one five hundred thousand dollars ($100,000)500,000) of Purchase Shares (the number of Purchase Shares being determined in accordance with Section 2(b) hereunder) for each Purchase Notice (subject to the Available Amount, or (ii) one and provided that, the Purchase Amount for any Purchase will not exceed two hundred and percent (100200%) the average of the average daily trading dollar volume traded for of the Common Stock during the relevant Valuation Period ten (subject to adjustments for stock splits, dividends, and similar occurrences10) Business Days preceding the Purchase Date), subject to at the Available AmountPurchase Price on the Purchase Date (each, a “Purchase”). Each Purchase Notice will set forth the Purchase Price and number of Purchase Shares Shares, in accordance with the terms of this Agreement. If the Company delivers any Purchase Notice for a Purchase Amount in excess of the limitations contained herein, such Purchase Notice shall be void ab initio to the extent of the amount by which the amount of Purchase Shares set forth in such Purchase Notice exceeds the amount of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the amount of Purchase Shares which the Company is permitted to include in such Purchase Notice. Notwithstanding the foregoing dollar limitations, the Company and the Investor may, from time to time, mutually agree (in writing) to waive the aforementioned limitations for a relevant Purchase Notice, which waiver, for the avoidance of doubt, shall not exceed the Beneficial Ownership Limitation contained herein. The Company may not deliver more than one Purchase Notice to the Investor every ten (10) Business Days unless, from time to time, the Company and the Investor mutually agree to different timing of the delivery Purchase Notices. Except as disclosed on Schedule 2(a), the Company covenants that it will not issue any securities of the Company (whether in accordance with any outstanding notes, warrants, or for any other purpose) during the ten (10) trading day period immediately preceding and the ten (10) trading day period immediately following, the date of each Purchase Notice.