Common use of Drawn Down Terms Clause in Contracts

Drawn Down Terms. Subject to the satisfaction of the conditions set forth in this Agreement, the parties agree as follows: (a) The Company, may, in its sole discretion, issue and exercise a draw down of up to $4,000,000 (a "Draw Down") during each Draw Down Pricing Period, which Draw Down the Purchaser will be obligated to accept. Prior to issuing any Draw Down request, the Company shall have at least $4,000,000 registered under the Registration Statement. (b) The number of Shares to be issued in connection with each Draw Down shall be equal to the sum of the quotients (for each trading day of the Draw Down Pricing Period for which the VWAP equals or exceeds the Threshold Price) of (x) 1/18th of the Draw Down Amount divided by (y) the applicable Draw Down Discount Price. (c) Only one Draw Down shall be allowed in each Draw Down Pricing Period. (d) The number of Shares purchased by the Purchaser with respect to each Draw Down shall be determined on a daily basis during each Draw Down Pricing Period and settled on a monthly basis (the "Settlement Date"). (e) There shall be a minimum of five (5) trading days between Draw Downs. (f) There shall be a maximum of twelve (12) monthly Draw Downs during the term of this Agreement. (g) At the end of each Draw Down Pricing Period, the Purchaser's total Draw Down commitment shall be reduced by $4,000,000 regardless of the Draw Down Amount requested by the Company. (h) Each Draw Down will expire on the last trading day of each Draw Down Pricing Period. (i) If the VWAP on a given trading day is less than the Threshold Price, then the total amount of the Draw Down will be reduced by 1/18th and no Shares will be purchased or sold with respect to such trading day. Notwithstanding anything in the foregoing to the contrary, if the VWAP on a given trading day is less than the Threshold Price, the Purchaser may elect in its sole discretion to purchase Shares at the Threshold Price and shall take into account a discount of 92% of the VWAP. At no time shall the Threshold Price be set below $10.00 unless agreed upon by the Company and the Purchaser. If trading in the Company's Common Stock is suspended for any reason for more than three (3) hours in any trading day, at the Purchaser's option, the price of the Common Stock shall be deemed to be below the Threshold Price for that trading day. (j) The Company must inform the Purchaser via facsimile transmission as to the Draw Down Amount the Company wishes to exercise before commencement of trading on the first trading day of the Draw Down Pricing Period (the "Draw Down Notice"). In addition to the Draw Down Amount, the Company shall set the Threshold Price with each Draw Down Notice and shall designate the first trading day of the Draw Down Pricing Period. At no time shall the Purchaser be required to purchase more than $4,000,000 of the Company's Common Stock for a given Draw Down Pricing Period so that if the Company chooses not to exercise the Draw Down in a given Draw Down Pricing Period the Purchaser is not obligated to purchase more than $4,000,000 in a subsequent Draw Down Pricing Period. (k) On each Settlement Date, the Company shall deliver the Shares purchased by the Purchaser to the Purchaser or to The Depositary Trust Company ("DTC") on the Purchaser's behalf via DWAC. The Company shall cause such Shares to be credited to the DTC account designated by the Purchaser upon receipt by the Company of payment for the Draw Down into an account designated by the Company; provided that the Shares are received by the Purchaser no later than 1:00 p.m.

Drawn Down Terms. Subject to the satisfaction of the conditions set forth in this Agreement, the parties agree as follows: (a) The Company, may, in its sole discretion, issue a Draw Down Notice with respect to up to (i) $6,000,000 if the Threshold Price is equal to or exceeds $18.00; (ii) $5,000,000 if the Threshold Price is equal to or exceeds $15.00 but is less than $18.00; (iii) $4,000,000 if the Threshold Price is equal to or exceeds $12.00 but is less than $15.00; and exercise a draw down of (iv) up to $4,000,000 3,000,000 if the Threshold Price is equal to or exceeds $10.00 but is less than $12.00, or such other amount, and under such terms, mutually agreed upon by the Purchaser and the Company (a "Draw DownDRAW DOWN") during each any Draw Down Pricing Period, which Draw Down the Purchaser will be obligated to accept. Prior to issuing any Draw Down requestNotice, the Company shall have Shares representing at least $4,000,000 the Draw Down Amount registered under the Registration Statement. (b) The number of Shares to be issued in connection with each Draw Down shall be equal to the sum of the quotients (for each trading day of the Draw Down Pricing Period for which the VWAP equals or exceeds the Threshold Price) of (x) 1/18th (or such other fraction based upon the agreed upon Draw Down Pricing Period) of the Draw Down Amount divided by (y) the applicable Draw Down Discount PricePercentage multiplied by the VWAP for such day. (c) Only one Draw Down shall be allowed in each Draw Down Pricing Period. (d) The number of Shares purchased by the Purchaser with respect to each Draw Down shall be determined on a daily basis during each Draw Down Pricing Period and settled on a monthly basis the second business day following the end of each Draw Down Pricing Period (the "Settlement DateSETTLEMENT DATE"). (e) There shall be a minimum of five (5) trading days (or such other number of trading days mutually agreed upon by the Purchaser and the Company) between Draw Downs. (f) There shall be a maximum of twelve (12) monthly Draw Downs during the term of this Agreement. (g) At the end of each Draw Down Pricing Period, the Purchaser's total Draw Down commitment shall be reduced by $4,000,000 regardless of the Draw Down Amount requested by the Company. (h) Each Draw Down will expire on the last trading day of each Draw Down Pricing Period. (i) If the VWAP on a given trading day is less than the Threshold Price, then the total amount of the Draw Down will be reduced by 1/18th and no Shares will be purchased or sold with respect to such trading day. Notwithstanding anything in the foregoing to the contrary, if the VWAP on a given trading day is less than the Threshold Price, the Purchaser may elect in its sole discretion to purchase Shares at the Threshold Price and shall take into account a discount of 92% of the VWAP. At no time shall the Threshold Price be set below $10.00 unless agreed upon by the Company and the Purchaser. If trading in the Company's Common Stock is suspended for any reason for more than three (3) hours in any trading day, at the Purchaser's option, the price of the Common Stock shall be deemed to be below the Threshold Price for that trading day. (j) The Company must inform the Purchaser via facsimile transmission as to the Draw Down Amount the Company wishes to exercise before commencement of trading on the first trading day of the Draw Down Pricing Period (the "Draw Down Notice"). In addition to the Draw Down Amount, the Company shall set the Threshold Price with each Draw Down Notice and shall designate the first trading day of the Draw Down Pricing Period. At no time shall the Purchaser be required to purchase more than $4,000,000 of the Company's Common Stock for a given Draw Down Pricing Period so that if the Company chooses not to exercise the Draw Down in a given Draw Down Pricing Period the Purchaser is not obligated to purchase more than $4,000,000 in a subsequent Draw Down Pricing Period. (k) On each Settlement Date, the Company shall deliver the Shares purchased by the Purchaser to the Purchaser or to The Depositary Trust Company ("DTC") on the Purchaser's behalf via DWAC. The Company shall cause such Shares to be credited to the DTC account designated by the Purchaser upon receipt by the Company of payment for the Draw Down into an account designated by the Company; provided that the Shares are received by the Purchaser no later than 1:00 p.m.twelve

Drawn Down Terms. Subject to the satisfaction of the conditions set forth in this Agreement, the parties agree as follows: (a) The Company, may, in its sole discretion, issue a Draw Down Notice with respect to up to (i) $30,000,000 if the Threshold Price is equal to or exceeds $22.00; (ii) $25,000,000 if the Threshold Price is equal to or exceeds $18.00 but is less than $22.00; (iii) $20,000,000 if the Threshold Price is equal to or exceeds $14.00 but is less than $18.00; and exercise a draw down of (iv) up to $4,000,000 15,000,000 if the Threshold Price is equal to or exceeds $10.00 but is less than $14.00 (a "Draw Down") during each any Draw Down Pricing Period, which Draw Down the Purchaser will be obligated to accept. Prior to issuing any Draw Down requestNotice, the Company shall have Shares representing at least $4,000,000 the Draw Down Amount registered under the Registration Statement. (b) The number of Shares to be issued in connection with each Draw Down shall be equal to the sum of the quotients (for each trading day of the Draw Down Pricing Period for which the VWAP equals or exceeds the Threshold Price) of (x) 1/18th of the Draw Down Amount divided by (y) the applicable Draw Down Discount PricePercentage multiplied by the VWAP for such day. (c) Only one Draw Down shall be allowed in each Draw Down Pricing Period. Each Draw Down Pricing Period shall consist of two periods of nine consecutive trading days (each, a "Settlement Period"). (d) The number of Shares purchased by the Purchaser with respect to each Draw Down shall be determined on a daily basis during each Draw Down Pricing Period and settled on a monthly basis the second business day following the end of each Settlement Period (the "Settlement Date"). (e) There shall be a minimum of five (5) trading days between Draw Downs. (f) There shall be a maximum of twelve seven (127) monthly Draw Downs during the term of this Agreement. (g) At the end of each Draw Down Pricing Period, the Purchaser's total Draw Down commitment shall be reduced by $4,000,000 regardless of the Draw Down Amount requested by the Company. (h) Each Draw Down will expire on the last trading day of each Draw Down Pricing Period. (ih) If For each trading day during the Draw Down Pricing Period that the VWAP on a given trading day is less than at or above the Threshold Price, then the total amount one-eighteenth (1/18th) of the Draw Down will Amount shall be reduced by 1/18th and no allocated to purchase Shares will be purchased or sold with respect at a price equal to the product of (x) the Draw Down Discount Percentage times (y) the VWAP for such trading day. Notwithstanding anything in For each trading day during the foregoing to the contrary, if Draw Down Pricing Period that the VWAP on a given trading day is less than the Threshold Price, the Purchaser may elect in its sole discretion to allocate 1/18th of the Draw Down Amount to purchase Shares at the end of such Draw Down Pricing Period at a price equal to the product of (A) the Draw Down Discount Percentage times (B) the Threshold Price and shall take into account a discount of 92% of the VWAPPrice. At no time shall the Threshold Price be set below $10.00 unless agreed upon by the Company and the Purchaser. If trading in the Company's Common Stock is suspended for any reason for more than three (3) hours in any trading day, at the Purchaser's option, the price of the Common Stock shall be deemed to be below the Threshold Price for that trading day. (ji) The Company must inform the Purchaser via facsimile transmission as to the Draw Down Amount the Company wishes to exercise before commencement of trading on the first trading day of the Draw Down Pricing Period (the "Draw Down Notice"). In addition to the Draw Down Amount, the Company shall set the Threshold Price with each Draw Down Notice and shall designate the first trading day of the Draw Down Pricing Period. (j) into the Purchaser's DTC account in exchange for payment therefor shall be referred to herein as "Settlement". At no time The Purchaser shall coordinate Settlement with the Purchaser be required to purchase more than $4,000,000 of the Company's Common Stock for a given Company through DTC. (k) If during any Draw Down Pricing Period Period, the Company with the consent of the Purchaser shall issue any shares of Common Stock (other than shares of Common Stock issued under this Agreement or in connection with a Permitted Transaction), the Purchaser may in its sole discretion (i) purchase up to the number of shares of Common Stock so issued, at the price and on such terms as the Company issued such shares of Common Stock during such Draw Down Pricing Period, (ii) purchase up to the Draw Down Amount of shares of Common Stock at the applicable Draw Down Discount Percentage times the VWAP for such Draw Down Pricing Period, or (iii) elect not to purchase any Shares during such Draw Down Pricing Period. The Purchaser shall notify the Company of its election of the business day preceding the Settlement Date. (l) If during any thirty day period, the VWAP for the Common Stock is less than $10.00 for five (5) or more consecutive trading days, the Company shall notify the Purchaser if it desires to secure additional financing and the Company and the Purchaser shall negotiate the possible terms of such financing. If the Company and the Purchaser cannot agree on the terms of such additional financing, the Company may secure additional debt or equity financing from a third party. If such third party offers to purchase securities from the Company on terms the Company finds acceptable, the Company shall notify the Purchaser of such offer and the Purchaser may within ten (10) days following such notice elect to purchase securities from the Company on the same terms and in up to the same amounts as the third party. If the Purchaser does not participate in such additional financing, the Company shall have the right to close such additional financing with a third party on the scheduled closing date, provided that all of the terms and closing conditions of such closing are substantially the same as those provided to the Purchaser. Whether or not the Purchaser participates in such additional financing, if the Company chooses not closes the third party financing the Purchaser in its sole discretion may (i) purchase any Shares then required to exercise be purchased under Section 6.1 for the Draw Down in a given applicable Draw Down Pricing Period the Purchaser is Period, or (ii) elect not obligated to purchase more than $4,000,000 in a subsequent any Shares during the then-current Draw Down Pricing Period. (km) On each If on the Settlement Date, the Company shall fails to deliver the Shares to be purchased by the Purchaser Purchaser, and such failure continues for ten (10) trading days, the Company shall pay in cash or restricted shares of Common Stock, at the option of the Purchaser, as liquidated damages and not as a penalty to the Purchaser or an amount equal to two percent (2%) of the Draw Down Amount for the initial thirty (30) days and each additional thirty (30) day period thereafter until such failure has been cured, which shall be pro rated for such periods less than thirty (30) days (the "Periodic Amount"). Cash payments to be made pursuant to this clause (l) shall be due and payable immediately upon demand in immediately available cash funds. Certificates evidencing the restricted shares of Common Stock shall be delivered immediately upon demand. The Depositary Trust Company ("DTC") parties agree that the Periodic Amount represents a reasonable estimate on the Purchaser's behalf via DWAC. The Company shall cause such Shares to part of the parties, as of the date of this Agreement, of the amount of damages that may be credited to the DTC account designated incurred by the Purchaser upon receipt by if the Company of payment for the Draw Down into an account designated by the Company; provided that fails to deliver the Shares are received by on the Settlement Date. If the Purchaser no later than 1:00 p.m.elects to receive shares of Common Stock instead of cash, the Purchaser shall have the right to demand registration once within twelve (12) months of the date of issuance of such -19- shares of Common Stock and piggyback registration rights if the Company files a separate registration statement.