Common use of Option to Purchase Additional Shares Clause in Contracts

Option to Purchase Additional Shares. Regardless of whether the Purchaser exercises its rights pursuant to Section 5.5, the Purchaser shall have the right to purchase additional shares of Common Stock of the Issuer from the Issuer at any time and from time to time during the calendar year 2019 on sixty-one days’ prior written notice to the Issuer at a purchase price equal to the closing sale price for the Common Stock on the trading day immediately preceding the date of the applicable purchase; provided, however, unless the Issuer has obtained any necessary shareholder approval under the rules and regulations of the Nasdaq Capital Market, this option may be exercised only to the extent that the Purchaser’s “beneficial ownership” (as determined in accordance with Section 13 of the Exchange Act and the rules and regulations of the Commission promulgated thereunder) of Common Stock does not exceed 19.99% of outstanding Common Stock or 19.99% of voting power outstanding immediately after the purchase of additional securities. The Issuer represents and warrants that this Section 1.5 does not violate any rules and regulations of the Nasdaq Capital Market. For the avoidance of doubt, nothing in this Section 1.5 will prohibit or otherwise be deemed to limit the Purchaser from acquiring shares of Common Stock in open market transactions or in privately negotiated transactions with third parties at any time and from time to time.