Common use of Advances; Mechanics Clause in Contracts

Advances; Mechanics. Subject to the terms and conditions of this Agreement (including, without limitation, the conditions of Article VII hereof), the Company, at its sole and exclusive option, may issue and sell to the Investor, and the Investor shall purchase from the Company, shares of Common Stock on the following terms: (a) Advance Notice. At any time during the Commitment Period, the Company may require the Investor to purchase shares of Common Stock by delivering an Advance Notice to the Investor, subject to the conditions set forth in Article VII; provided, however, that: (i) the amount for each Advance as designated by the Company in the applicable Advance Notice shall not be more than the Maximum Advance Amount; (ii) the aggregate amount of the Advances pursuant to this Agreement shall not exceed the Commitment Amount; (iii) in no event shall the number of Shares issuable to the Investor pursuant to an Advance cause the aggregate number of Shares beneficially owned (as calculated pursuant to Section 13(d) of the Exchange Act) by the Investor and its Affiliates to exceed 9.99% of the then outstanding Common Stock (the “Ownership Limitation”); and (iv) in no event shall the aggregate offering price or number of Shares, as the case may be, exceed the aggregate offering price or number of Shares, as the case may be, available for issuance under the Registration Statement (the “Registration Limitation”). Notwithstanding any other provision in this Agreement, the Company acknowledges and agrees that upon receipt of an Advance Notice, the Investor may sell Shares that it is unconditionally obligated to purchase under such Advance Notice prior to taking possession of such Shares.

Advances; Mechanics. Subject On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions of this Agreement (including, without limitation, the conditions of Article VII hereof)herein, the Company, at its sole and exclusive option, may may, from time to time, issue and sell to the Investor, and the Investor shall purchase from the Company, shares of Common Stock on the following terms: (a) Advance Notice. At any time during the Commitment Period, the Company may require the Investor to purchase shares of Common Stock by delivering an Advance Notice to the Investor, subject to the conditions set forth in Article VII; provided, however, that: that (i) the amount for each Advance as designated by the Company in the applicable Advance Notice shall not be more than the Maximum Advance Amount; , (ii) the aggregate amount of the Advances pursuant to this Agreement shall not exceed the Commitment Amount; , (iii) in no event shall the number of Shares shares of Common Stock issuable to the Investor pursuant to an Advance cause the aggregate number of Shares shares of Common Stock beneficially owned (as calculated pursuant to Section 13(d) of the Exchange Act) by the Investor and its Affiliates affiliates to exceed 9.994.99% of the then outstanding Common Stock (the “Ownership Limitation”); ) and (iv) in no event shall the aggregate offering price or number of Shares, as the case may be, exceed the aggregate offering price or number of Shares, as the case may be, available for issuance under the Registration Statement (the “Registration Limitation”). Notwithstanding any other provision in this Agreement, the The Company acknowledges and agrees that upon receipt of an Advance Notice, the Investor may sell Shares that it is unconditionally obligated to purchase under such shares of the Company’s Common Stock corresponding with a particular Advance Notice prior to taking possession of after the Advance Notice is received by the Investor so long as such Sharessale complies with all applicable laws.

Advances; Mechanics. Subject to Upon the terms and subject to the conditions of this Agreement (includingAgreement, without limitation, at any time during the conditions of Article VII hereof)Commitment Period, the Company, at in its sole and exclusive optiondiscretion, may shall have the right, but not the obligation, to issue and sell to the Investor, and the Investor shall subscribe for and purchase from the Company, shares Advance Shares by the delivery to the Investor of Common Stock Advance Notices, on the following terms: (a) Advance Notice. At any time during the Commitment Period, Period the Company may require the Investor to purchase shares of Common Stock Shares by delivering an Advance Notice to the Investor, subject to the satisfaction or waiver by the Investor of the conditions set forth herein and in Article VII; providedAnnex I, however, that: and in accordance with the following provisions: (i) the amount for Company shall, in its sole discretion, select the number of Advance Shares, not to exceed the Maximum Advance Amount, it desires to issue and sell to the Investor in each Advance as designated by Notice and the Company time it desires to deliver each Advance Notice; (ii) there shall be no mandatory minimum Advances and there shall be no non-usages fee for not utilizing the Commitment Amount or any part thereof; and (iii) in the applicable event that the bid price for the Common Shares is at or below $1.20 (the “Trigger Price”), an Advance Notice shall not be more than deemed delivered without the Maximum Advance Amount; (ii) the aggregate amount prior written consent of the Advances pursuant Investor. Notwithstanding anything to this Agreement the contrary herein, the Trigger Price shall not exceed the Commitment Amount; be adjusted for any stock dividend, stock split, stock combination, recapitalization or other similar transaction. (iiib) in no event shall the number Date and Time of Shares issuable to the Investor pursuant to an Advance cause the aggregate number Delivery of Shares beneficially owned (as calculated pursuant to Section 13(d) of the Exchange Act) by the Investor and its Affiliates to exceed 9.99% of the then outstanding Common Stock (the “Ownership Limitation”); and (iv) in no event shall the aggregate offering price or number of Shares, as the case may be, exceed the aggregate offering price or number of Shares, as the case may be, available for issuance under the Registration Statement (the “Registration Limitation”). Notwithstanding any other provision in this Agreement, the Company acknowledges and agrees that upon receipt of an Advance Notice, the Investor may sell Shares that it is unconditionally obligated to purchase under such Advance Notice prior to taking possession of such Shares.