Common use of Commencement of Regular Sales of Common Stock Clause in Contracts

Commencement of Regular Sales of Common Stock. Following Closing and upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions 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 Regular Purchase Notice from time to time, to purchase up to Two Hundred Fifty Thousand Dollars ($250,000) of Purchase Shares subject to adjustment as set forth below in this Section 2(a) (as it may be adjusted below, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Five Hundred Thousand Dollars ($500,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to ninety percent (90%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), (ii) the Regular Purchase Share Limit shall be increased to up to Seven Hundred Fifty Thousand Dollars ($750,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred twenty percent (120%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (iii) the Regular Purchase Share Limit shall be increased to up to One Million Dollars ($1,000,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred forty percent (140%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) 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 Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver Regular Purchase Notices to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) all Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following Closing the consummation of the Merger and upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions 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 Regular Purchase Notice from time to time, to purchase up to Two Five Hundred Fifty Thousand Dollars ($250,000500,000) of Purchase Shares subject to adjustment as set forth below in this Section 2(a) (as it may be adjusted below, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Five Hundred Thousand Dollars ($500,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to ninety percent (90%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), (ii) the Regular Purchase Share Limit shall be increased to up to Seven Hundred Fifty Thousand Dollars ($750,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred twenty percent (120%) of the DPCM Price $10.00 on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (iiiii) the Regular Purchase Share Limit shall be increased to up to One Million Dollars ($1,000,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred forty percent (140%) of the DPCM Price $12.50 on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction)Date. If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) 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 Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver Regular Purchase Notices to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) all the Company has not failed to deliver Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by by, the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following Closing and upon Upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions 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 Regular Purchase Notice from time to time, to purchase up to Two Hundred Fifty Thousand Dollars ($250,00050,000) of Purchase Shares Shares, subject to adjustment as set forth below in this Section 2(a) (such maximum number of Purchase Shares, as it may be adjusted below, from time to time (the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date, provided that the Closing Sale Price of the Common Stock is not below the Floor Price on the Purchase Date (each such purchase, a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall may be increased to up to Seventy-Five Hundred Thousand Dollars ($500,00075,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to ninety percent (90%) of $6.00 on the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganizationDate, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (ii) the Regular Purchase Share Limit shall may be increased to up to Seven One Hundred Fifty Thousand Dollars ($750,000100,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred twenty percent (120%) of $7.50 on the DPCM Price on such Purchase Date (as all of which share and dollar amounts shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); provided that if, and (iii) after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to the Investor a Regular Purchase Notice hereunder for a Purchase Amount (calculated by multiplying (X) the number of Purchase Shares equal to the Fully Adjusted Regular Purchase Share Limit, by (Y) the Purchase Price per Purchase Share covered by such Regular Purchase Notice on the applicable Purchase Date therefor) equal to or greater than One Hundred Fifty Thousand Dollars ($150,000), the Regular Purchase Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be increased adjusted to up to equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice); provided, further, however, that the Investor’s committed obligation under any single Regular Purchase shall not exceed One Million Dollars ($1,000,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred forty percent (140%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number amount of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) 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 Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver Regular Purchase Notices to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is Company has not less than the Floor Price and (ii) all failed to deliver Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following Closing and upon Upon the satisfaction of all of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions 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 Regular Purchase Notice from time to time, to purchase up to Two Four Hundred Fifty Thousand Dollars ($250,000450,000) of Purchase Shares Shares, subject to adjustment as set forth below in this Section 2(a) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Five Hundred Thousand Dollars ($500,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below a price that is equal $0.50, and (ii) the Regular Purchase Share Limit shall be increased to ninety percent Five Hundred Fifty Thousand (90%550,000) Purchase Shares, if the Closing Sale Price of the DPCM Price Common Stock on such the applicable Purchase Date is not below $0.75 (as all of which share and dollar amounts shall be appropriately proportionately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); provided that if, (ii) after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit shall be increased therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to up the Investor a Regular Purchase Notice hereunder for a Purchase Amount (calculated by multiplying (X) the number of Purchase Shares equal to Seven the Fully Adjusted Regular Purchase Share Limit, by (Y) the Purchase Price per Purchase Share covered by such Regular Purchase Notice on the applicable Purchase Date therefor) equal to or greater than One Hundred Fifty Thousand Dollars ($750,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred twenty percent (120%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction100,000), and (iii) the Regular Purchase Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be increased adjusted to up equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice); and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase, other than any Regular Purchase with respect to which an Alternate Adjusted Regular Purchase Share Limit shall apply, shall not exceed One Million Dollars ($1,000,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred forty percent (140%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number 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 Regular Purchase Notice; provided provided, however, that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver a Regular Purchase Notices Notice to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is Company has not less than the Floor Price and (ii) all failed to deliver Purchase Shares for all the most recent prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by the Investor as DWAC Shares in accordance with this AgreementPurchase. Notwithstanding the foregoing, the Company shall not deliver any a Regular Purchase Notices Notice to the Investor (i) on any Purchase Date that the Closing Sale Price of the Common Stock is less than the Floor Price or (ii) during the PEA Period.

Commencement of Regular Sales of Common Stock. Following Closing and upon Upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions 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 Regular Purchase Notice from time to timetime on any Purchase Date on which the Closing Sale Price is not below the Floor Price, to purchase up to Two Five Hundred Fifty Thousand Dollars ($250,000500,000) of Purchase Shares Shares, subject to adjustment as set forth below in this Section 2(a) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Five Hundred Thousand Dollars to: ($500,000i) of One Million (1,000,000) Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below a price that is equal to ninety percent $0.20, (90%ii) One Million Five Hundred Thousand (1,500,000) Purchase Shares, if the Closing Sale Price of the DPCM Price Common Stock on such the applicable Purchase Date is not below $0.30 and (as iii) Two Million (2,000,000) Purchase Shares, if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $0.40 (all of which share and dollar amounts shall be appropriately proportionately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); provided that if, (ii) after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit shall be increased therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to up to Seven Hundred Fifty Thousand Dollars the Investor a Regular Purchase Notice hereunder for a Purchase Amount ($750,000calculated by multiplying (X) the number of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is Shares equal to one hundred twenty percent the Fully Adjusted Regular Purchase Share Limit, by (120%Y) of the DPCM Purchase Price per Purchase Share covered by such Regular Purchase Notice on such the applicable Purchase Date (as appropriately adjusted for any reorganizationtherefor) equal to or greater than the Alternate Adjusted Regular Purchase Share Limit, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (iii) the Regular Purchase Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be increased adjusted to up equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice; and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase, other than any Regular Purchase with respect to One which an Alternate Adjusted Regular Purchase Share Limit shall apply, shall not exceed Two Million Dollars ($1,000,0002,000,000) of Purchase Sharesand provided, provided further, however, that the Closing Sale Price parties may mutually agree at any time to increase the dollar amount of the Common Stock is not below a price that is equal to one hundred forty percent (140%) of the DPCM Price any Regular Purchase on such any Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction)to a dollar amount greater than the limit then in effect. If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio only with respect to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number 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 Regular Purchase Notice; provided provided, however, that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver a Regular Purchase Notices Notice to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is Company has not less than the Floor Price and (ii) all failed to deliver Purchase Shares for all the most recent prior Regular PurchasesPurchase, Accelerated Purchases and Purchase or Additional Accelerated PurchasesPurchase, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreementapplicable. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following Closing and upon Upon the satisfaction of all of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions 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 Regular Purchase Notice from time to timetime in accordance with this Agreement, to purchase up to Two Four Hundred Fifty Thousand Dollars ($250,000400,000) of Purchase Shares Shares, subject to adjustment as set forth below in this Section 2(a) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Five Four Hundred Fifty Thousand Dollars ($500,000450,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below a price that is equal to ninety percent (90%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction)$0.40, (ii) the Regular Purchase Share Limit shall be increased to up to Seven Five Hundred Fifty Thousand Dollars ($750,000550,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below a price that is equal to one hundred twenty percent (120%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction)$0.65, and (iii) the Regular Purchase Share Limit shall be increased to up to One Million Dollars Six Hundred Fifty Thousand ($1,000,000650,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below a price that is equal to one hundred forty percent $0.90 (140%) all of the DPCM Price on such Purchase Date (as which share and dollar amounts shall be appropriately proportionately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction; provided that if, after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to the Investor, on a Purchase Date for a Regular Purchase hereunder, a Regular Purchase Notice for a Purchase Amount equal to or greater than Seventy-Five Thousand Dollars ($75,000) (which shall be determined by multiplying (X) the Fully Adjusted Regular Purchase Share Limit then in effect on such Purchase Date, by (Y) the applicable Purchase Price per Purchase Share for such Regular Purchase calculated in accordance with this Agreement), the Regular Purchase Share Limit shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather shall be adjusted to equal the applicable Alternate Adjusted Regular Purchase Share Limit); and provided, further, however, that the Investor’s maximum committed obligation under any single Regular Purchase, other than any Regular Purchase with respect to which an Alternate Adjusted Regular Purchase Share Limit shall apply, shall not exceed One Million Dollars ($1,000,000). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number 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 Regular Purchase Notice; provided provided, however, that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice; and provided, further, however, that the parties may mutually agree to increase the Regular Purchase Share Limit applicable to any Regular Purchase and/or the Investor’s maximum committed obligation under any Regular Purchase on the applicable Purchase Date therefor, and all of the Purchase Shares subject to such increased Regular Purchase shall be purchased by the Investor at the applicable Purchase Price therefor calculated in accordance with this Agreement. The Company may deliver a Regular Purchase Notices Notice to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Regular Purchase Floor Price and (ii) all Purchase Shares for subject to all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following Closing and upon Upon the satisfaction of all of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions 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 Regular Purchase Notice from time to time, to purchase up to Two Hundred and Fifty Thousand Dollars ($250,000) of Purchase Shares subject to adjustment as set forth below in this Section 2(a) (as it may be adjusted below, the each such purchase a “Regular Purchase Share LimitPurchase”), at the Purchase Price on the Purchase Date (each such purchase, a “Regular Purchase”)Date; provided, however, that (i) the Regular Purchase Share Limit shall may be increased to up to Five Three Hundred Thousand Dollars ($500,000300,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to ninety percent (90%) of $0.50 on the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganizationDate, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (ii) the Regular Purchase Share Limit shall may be increased to up to Seven Three Hundred and Fifty Thousand Dollars ($750,000350,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred twenty percent (120%) of $0.75 on the DPCM Price on such Purchase Date (as all of which share and dollar amounts shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); and provided, and (iii) further, however, that the Investor’s committed obligation under any single Regular Purchase Share Limit shall be increased to up to One Million not exceed Five Hundred Thousand Dollars ($1,000,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred forty percent (140%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction500,000). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number 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 Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver a Regular Purchase Notices Notice to the Investor as often as every Business Day, so long as only if at least one (i1) the Closing Sale Price of the Common Stock on such Business Day is not less than has passed since the Floor Price and most recent Regular Purchase was completed (ii) including the receipt by the Investor of all Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by the Investor subject thereto as DWAC Shares in accordance with this Agreement). Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following Closing and upon Beginning one (1) Business Day following the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions 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 Regular Purchase Notice from time to time, to purchase up to Two Hundred Fifty Twenty Five Thousand Dollars (25,000) Purchase Shares, provided that the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $250,000) of Purchase Shares 0.10 and subject to adjustment as set forth below in this Section 2(a) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Five Hundred to: (i) Thirty Thousand Dollars ($500,00030,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below a price that is equal to ninety percent $5.00, and (90%ii) Thirty Five Thousand (35,000) Purchase Shares, if the Closing Sale Price of the DPCM Price Common Stock on such the applicable Purchase Date is not below $10.00 (as all of which share and dollar amounts shall be appropriately proportionately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); provided that if, (ii) after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit shall be increased therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to up to Seven Hundred Fifty Thousand Dollars the Investor a Regular Purchase Notice hereunder for a Purchase Amount ($750,000calculated by multiplying (X) the number of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is Shares equal to one hundred twenty percent the Fully Adjusted Regular Purchase Share Limit, by (120%Y) of the DPCM Purchase Price per Purchase Share covered by such Regular Purchase Notice on such the applicable Purchase Date (as appropriately adjusted for any reorganizationtherefor) equal to or greater than the Alternate Adjusted Regular Purchase Share Limit, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (iii) the Regular Purchase Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be increased adjusted to up equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice; and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase, other than any Regular Purchase with respect to One Million which an Alternate Adjusted Regular Purchase Share Limit shall apply, shall not exceed Five Hundred Thousand Dollars ($1,000,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred forty percent (140%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction500,000). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio only with respect to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number 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 Regular Purchase Notice; provided provided, however, that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver a Regular Purchase Notices Notice to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) all Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected multiple times on the same Business Day as Day, provided the applicable Company has not failed to deliver Purchase Date, have theretofore been received by Shares for the Investor as DWAC Shares in accordance with this Agreementmost recent prior Regular Purchase. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following Closing and upon Upon the satisfaction of all of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions 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 Regular Purchase Notice from time to time, to purchase up to Two One Hundred Fifty Thousand Dollars ($250,000150,000) of Purchase Shares subject to adjustment as set forth below in this Section 2(a) (as it may be adjusted below, the each such purchase a “Regular Purchase Share LimitPurchase”), at the Purchase Price on the Purchase Date (each such purchase, a “Regular Purchase”)Date; provided, however, that (i) the Regular Purchase Share Limit shall may be increased to up to Five Two Hundred Thousand Dollars ($500,000200,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to ninety percent (90%) of $0.65 on the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction)Date, (ii) the Regular Purchase Share Limit shall may be increased to up to Seven Two Hundred Fifty Thousand Dollars ($750,000250,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred twenty percent (120%) of $0.75 on the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganizationDate, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (iii) the Regular Purchase Share Limit shall may be increased to up to One Million Dollars Three Hundred Thousand ($1,000,000300,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price $0.80 on the Purchase Date, (iv) the Regular Purchase may be increased to up to Three Hundred Fifty Thousand (350,000) Purchase Shares, provided that is equal to one hundred forty percent (140%) the Closing Sale Price of the DPCM Common Stock is not below $0.90 on the Purchase Date, and (v) the Regular Purchase may be increased to up to Five Hundred Thousand (500,000) Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $1.00 on such the Purchase Date (as all of which share and dollar amounts shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase shall not exceed One Million Dollars ($1,000,000). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number 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 Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver multiple Regular Purchase Notices to the Investor as often as every Business Day, so long as at least one (i1) the Closing Sale Price of the Common Stock on such Business Day is not less than has passed since the Floor Price and (ii) all most recent Regular Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreementwas completed. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following Closing and upon Upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions 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 Regular Purchase Notice from time to time, to purchase up to Two One Hundred Fifty Thousand Dollars ($250,000100,000) of Purchase Shares subject to adjustment as set forth below in this Section 2(a) (as it may be adjusted below, the each such purchase a “Regular Purchase Share LimitPurchase”), at the Purchase Price on the Purchase Date (each such purchase, a “Regular Purchase”)Date; provided, however, that (i) the Regular Purchase Share Limit shall may be increased to up to Five One Hundred Fifty Thousand Dollars ($500,000150,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to ninety percent (90%) of $1.00 on the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction)Date, (ii) the Regular Purchase Share Limit shall may be increased to up to Seven Two Hundred Fifty Thousand Dollars ($750,000200,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred twenty percent (120%) of $1.50 on the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction)Date, and (iii) the Regular Purchase Share Limit shall may be increased to up to One Million Dollars Two Hundred Fifty Thousand ($1,000,000250,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred forty percent (140%) of $2.00 on the DPCM Price on such Purchase Date (as all of which share and dollar amounts shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividenddividend (excluding dividends of rights and shares of capital stock issuable upon exercise of such rights), stock split, reverse stock split or other similar transaction); provided, further, however, that the Investor’s committed obligation under any single Regular Purchase shall not exceed Seven Hundred Fifty Thousand Dollars ($750,000). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number amount of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) 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 Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver multiple Regular Purchase Notices to the Investor as often as every Business Day, so long as at least one (i1) the Closing Sale Price of the Common Stock on such Business Day is not less than has passed since the Floor Price and (ii) all most recent Regular Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreementwas completed. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following Closing and upon Beginning on the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) 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 Regular Purchase Notice from time to time, to purchase up to Two One Hundred Fifty Thousand Dollars ($250,000100,000) of Purchase Shares Shares, subject to adjustment as set forth below in this Section 2(a) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to One Hundred Twenty-Five Hundred Thousand Dollars ($500,000125,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below a price that is equal $2.00, (ii) the Regular Purchase Share Limit shall be increased to ninety percent One Hundred Fifty Thousand (90%150,000) Purchase Shares, if the Closing Sale Price of the DPCM Price Common Stock on such the applicable Purchase Date is not below $3.00 (as iii) the Regular Purchase Share Limit shall be increased to Two Hundred Thousand (200,000) Purchase Shares, if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $4.00 (all of which share and dollar amounts shall be appropriately proportionately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); provided that if, (ii) after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit shall be increased therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to up the Investor a Regular Purchase Notice hereunder for a Purchase Amount (calculated by multiplying (X) the number of Purchase Shares equal to Seven the Fully Adjusted 194229821 v2 Regular Purchase Share Limit, by (Y) the Purchase Price per Purchase Share covered by such Regular Purchase Notice on the applicable Purchase Date therefor) equal to or greater than One Hundred Fifty Thousand Dollars ($750,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred twenty percent (120%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction100,000), and (iii) the Regular Purchase Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be increased adjusted to up equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice); and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase, other than any Regular Purchase with respect to One which an Alternate Adjusted Regular Purchase Share Limit shall apply, shall not exceed Two Million and Dollars ($1,000,0002,000,000) of Purchase Sharesand provided, provided further, however, that the Closing Sale Price of parties may mutually agree to increase the Common Stock is not below a price that is equal to one hundred forty percent (140%) of the DPCM Price on such Regular Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction)Share Limit. If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided provided, however, that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver multiple Regular Purchase Notices to the Investor in a day as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is Company has not less than the Floor Price and (ii) all failed to deliver Purchase Shares for all the most recent prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by the Investor as DWAC Shares in accordance with this AgreementPurchase. Notwithstanding the foregoing, the Company shall not deliver any a Regular Purchase Notices Notice to the Investor (i) on any Purchase Date that the Closing Sale Price of the Common Stock is less than the Floor Price or (ii) during the PEA Period.

Commencement of Regular Sales of Common Stock. Following Closing and upon Upon the satisfaction of all of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions 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 Regular Purchase Notice from time to time, to purchase up to Two One Hundred Fifty Thousand Dollars ($250,000150,000) of Purchase Shares Shares, subject to adjustment as set forth below in this Section 2(a) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Five Two Hundred Thousand Dollars ($500,000200,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below a price that is equal $2.00, and (ii) the Regular Purchase Share Limit shall be increased to ninety percent Two Hundred Fifty Thousand (90%250,000) Purchase Shares, if the Closing Sale Price of the DPCM Price Common Stock on such the applicable Purchase Date is not below $3.00 (as all of which share and dollar amounts shall be appropriately proportionately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); provided that if, (ii) after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit shall be increased therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to up the Investor a Regular Purchase Notice hereunder for a Purchase Amount (calculated by multiplying (X) the number of Purchase Shares equal to Seven the Fully Adjusted Regular Purchase Share Limit, by (Y) the Purchase Price per Purchase Share covered by such Regular Purchase Notice on the applicable Purchase Date therefor) equal to or greater than One Hundred Fifty Thousand Dollars ($750,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred twenty percent (120%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction150,000), and (iii) the Regular Purchase Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be increased adjusted to up equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice); and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase, other than any Regular Purchase with respect to which an Alternate Adjusted Regular Purchase Share Limit shall apply, shall not exceed One Million Dollars ($1,000,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred forty percent (140%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number 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 Regular Purchase Notice; provided provided, however, that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver a Regular Purchase Notices Notice to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) all Purchase Shares for subject to all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices to the Investor during the PEA Period.

Commencement of Regular Sales of Common Stock. Following Closing and upon Upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”), the Investor shall purchase $2,000,000 worth of Purchase Shares (such purchase the “Initial Purchase” and such Purchase Shares are referred herein as “Initial Purchase Shares”) and thereafterat a price equal to $0.60530 per share. Beginning one (1) Business Day following the Commencement Date, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Two Hundred Fifty Thousand Dollars ($250,000) of Purchase Shares subject to adjustment as set forth below in this Section 2(a) (as it may be adjusted below, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Five Hundred Thousand Dollars ($500,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to ninety percent Shares (90%) of the DPCM Price on such Purchase Date (as which amount shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction) (each such purchase a “Regular Purchase”), (ii) at the Purchase Price on the Purchase Date; provided, however, that the Investor’s committed obligation under any single Regular Purchase Share Limit shall be increased to up to Seven Hundred Fifty Thousand not exceed One Million Dollars ($750,0001,000,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred twenty percent (120%) of the DPCM Price on such Purchase Date (as which amount shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (iii) unless the parties mutually agree to increase the dollar amount of any Regular Purchase Share Limit shall be increased to up to One Million Dollars ($1,000,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred forty percent (140%) of the DPCM Price on such any Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction)at the applicable Purchase Price. If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number 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 Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver multiple Regular Purchase Notices to the Investor as often as every Business Day, so long as at least one (i1) the Closing Sale Price of the Common Stock on such Business Day is not less than has passed since the Floor Price and (ii) all Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any most recent Regular Purchase Notices during the PEA Periodwas completed.

Commencement of Regular Sales of Common Stock. Following Closing From and upon after the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions 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 Regular Purchase Notice from time to time, to purchase up to Two One Hundred Fifty Twenty-Five Thousand Dollars ($250,000125,000) of Purchase Shares Shares, subject to adjustment as set forth below in this Section 2(a2(b) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Two Hundred Twenty-Five Hundred Thousand Dollars ($500,000225,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below a price that is equal to ninety percent (90%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction)$0.25, (ii) the Regular Purchase Share Limit shall be increased to up to Seven Three Hundred Fifty Twenty-Five Thousand Dollars ($750,000325,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below a price that is equal to one hundred twenty percent (120%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction)$0.40, and (iii) the Regular Purchase Share Limit shall be increased to up to One Million Dollars Four Hundred Twenty-Five Thousand ($1,000,000425,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below a price $0.55; provided, further, however, that is equal to one hundred forty percent (140%) of if, the DPCM Price on such Fully Adjusted Regular Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction). If Share Limit then in effect would preclude the Company delivers any from delivering to the Investor a Regular Purchase Notice hereunder for a Purchase Amount equal to or greater than the Alternate Adjusted Regular Purchase Share Limit, the Alternate Adjusted Regular Purchase Share Limit shall apply in excess lieu of the limitations contained in the immediately preceding sentence, such Fully Adjusted Regular Purchase Notice shall be void ab initio to Share Limit; and provided, further, however, that the extentInvestor’s committed obligation under any single Regular Purchase, and only to the extent, of the amount by which the number of Purchase Shares set forth in such other than any Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) of Purchase Shares with respect to 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 an Alternate Adjusted Regular Purchase Notice; provided that the Investor Share Limit shall remain obligated to purchase the dollar amount apply, shall not exceed Five Hundred Thousand (based on the applicable Purchase Price$500,000) of Purchase Shares which the Company is permitted to include in such Regular Purchase NoticeDollars. The Company may deliver multiple Regular Purchase Notices to the Investor in a day as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) all Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any a Regular Purchase Notices Notice to the Investor during the PEA Period.

Commencement of Regular Sales of Common Stock. Following Closing and upon Beginning one (1) Business Day following the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) 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 Regular Purchase Notice from time to time, to purchase up to Two Hundred Fifty Thousand Dollars ($250,000200,000) of Purchase Shares Shares, subject to adjustment as set forth below in this Section 2(a) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Five to: (i) Two Hundred Fifty Thousand Dollars ($500,000250,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below a price that is equal to ninety percent $2.00; and (90%ii) Three Hundred Thousand (300,000) Purchase Shares, if the Closing Sale Price of the DPCM Price Common Stock on such the applicable Purchase Date is not below $3.00 (as all of which share and dollar amounts shall be appropriately proportionately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); provided that if, (ii) after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit shall be increased therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to up the Investor a Regular Purchase Notice hereunder for a Purchase Amount (calculated by multiplying (X) the number of Purchase Shares equal to Seven the Fully Adjusted Regular Purchase Share Limit, by (Y) the Purchase Price per Purchase Share covered by such Regular Purchase Notice on the applicable Purchase Date therefor) equal to or greater than One Hundred Fifty Thousand Dollars ($750,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred twenty percent (120%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction150,000), and (iii) the Regular Purchase Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be increased adjusted to up equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice); and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase, other than any Regular Purchase with respect to One which an Alternate Adjusted Regular Purchase Share Limit shall apply, shall not exceed Two Million and Dollars ($1,000,0002,000,000) of Purchase Sharesand provided, provided further, however, that the Closing Sale Price of parties may mutually agree to increase the Common Stock is not below a price that is equal to one hundred forty percent (140%) of the DPCM Price on such Regular Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction)Share Limit. If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided provided, however, that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver multiple Regular Purchase Notices to the Investor in a day as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is Company has not less than the Floor Price and (ii) all failed to deliver Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any a Regular Purchase Notices Notice to the Investor during the PEA Period.

Commencement of Regular Sales of Common Stock. Following Closing and upon Beginning one Business Day following the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) 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 Regular Purchase Notice from time to time, to purchase up to Two Hundred Fifty Thousand Dollars ($250,00050,000) of Purchase Shares if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $1.00, subject to adjustment as set forth below in this Section 2(a2(b) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “"Regular Purchase Share Limit”"), at the Purchase Price on the Purchase Date (each such purchase, purchase a “260613514 v9 "Regular Purchase”"); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to to: (i) Seventy-Five Hundred Thousand Dollars ($500,00075,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below a price that is equal to ninety percent $7.50, and (90%ii) One Hundred Thousand (100,000) Purchase Shares, if the Closing Sale Price of the DPCM Price Common Stock on such the applicable Purchase Date is not below $10.00 (as all of which share and dollar amounts shall be appropriately proportionately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); provided that if, (ii) after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit shall be increased therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to up to Seven Hundred Fifty Thousand Dollars the Investor a Regular Purchase Notice hereunder for a Purchase Amount ($750,000calculated by multiplying (X) the number of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is Shares equal to one hundred twenty percent the Fully Adjusted Regular Purchase Share Limit, by (120%Y) of the DPCM Purchase Price per Purchase Share covered by such Regular Purchase Notice on such the applicable Purchase Date (as appropriately adjusted for any reorganizationtherefor) equal to or greater than the Alternate Adjusted Regular Purchase Share Limit, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (iii) the Regular Purchase Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be increased adjusted to up equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice; and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase, other than any Regular Purchase with respect to One which an Alternate Adjusted Regular Purchase Share Limit shall apply, shall not exceed Two Million Dollars ($1,000,0002,000,000) and provided, further, however, that the parties may mutually agree at any time to increase the any Regular Purchase Share Limit on any Purchase Date to a number of Purchase Shares, provided that Shares greater than the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred forty percent (140%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction)limit then in effect. If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio only with respect to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number 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 Regular Purchase Notice; provided provided, however, that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver a Regular Purchase Notices Notice to the Investor as often as every Business Day, so long as (i) provided the Closing Sale Price of the Common Stock on such Business Day is Company has not less than the Floor Price and (ii) all failed to deliver Purchase Shares for all the most recent prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by the Investor as DWAC Shares in accordance with this AgreementPurchase. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following Closing and upon Beginning one (1) Business Day following the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) 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 Regular Purchase Notice from time to time, to purchase up to Two One Hundred Fifty Thousand Dollars ($250,000100,000) of Purchase Shares Shares, subject to adjustment as set forth below in this Section 2(a2(b) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) if, after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to the Investor a Regular Purchase Notice hereunder for a Purchase Amount (calculated by multiplying (X) the number of Purchase Shares equal to the Fully Adjusted Regular Purchase Share Limit, by (Y) the Purchase Price per Purchase Share covered by such Regular Purchase Notice on the applicable Purchase Date therefor) equal to or greater than One Hundred Fifty Thousand Dollars ($150,000), the Regular Purchase Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be increased adjusted to up equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice; and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase, other than any Regular Purchase with respect to which an Alternate Adjusted Regular Purchase Share Limit shall apply, shall not exceed Two Million and Five Hundred Thousand Dollars ($500,0002,500,000) of Purchase Sharesand provided, provided further, however, that the Closing Sale Price of the Common Stock is not below a price that is equal parties may mutually agree (i) to ninety percent (90%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), (ii) increase the Regular Purchase Share Limit shall be increased to up to Seven Hundred Fifty Thousand Dollars ($750,000) of 500,000 Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred twenty percent (120%) of the DPCM Price Shares on such any Purchase Date or (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (iiiii) the deliver multiple Regular Purchase Share Limit shall be increased Notices to up to One Million Dollars ($1,000,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below Investor during a price that is equal to one hundred forty percent (140%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction)Business Day. If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided provided, however, that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver Regular Purchase Notices to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is Company has not less than the Floor Price and (ii) all failed to deliver Purchase Shares for all the most recent prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by the Investor as DWAC Shares in accordance with this AgreementPurchase. Notwithstanding the foregoing, the Company shall not deliver any a Regular Purchase Notices Notice to the Investor (i) on any Purchase Date that the Closing Sale Price of the Common Stock is less than the Floor Price or (ii) during the PEA Period.

Commencement of Regular Sales of Common Stock. Following Closing and upon Upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”), the Investor shall purchase $2,000,000 worth of Purchase Shares (such purchase the “Initial Purchase” and such Purchase Shares are referred herein as “Initial Purchase Shares”) and thereafterat a price equal to $0.648 per share. Beginning one (1) Business Day following the Commencement Date, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Two Hundred Fifty Thousand Dollars ($250,000) of Purchase Shares subject to adjustment as set forth below in this Section 2(a) (as it may be adjusted below, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Five Hundred Thousand Dollars ($500,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to ninety percent Shares (90%) of the DPCM Price on such Purchase Date (as which amount shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction) (each such purchase a “Regular Purchase”), (ii) at the Purchase Price on the Purchase Date; provided, however, that the Investor’s committed obligation under any single Regular Purchase Share Limit shall be increased to up to Seven not exceed Five Hundred Fifty Thousand Dollars ($750,000500,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred twenty percent (120%) of the DPCM Price on such Purchase Date (as which amount shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (iii) unless the parties mutually agree to increase the dollar amount of any Regular Purchase Share Limit shall be increased to up to One Million Dollars ($1,000,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred forty percent (140%) of the DPCM Price on such any Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction)at the applicable Purchase Price. If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number 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 Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver multiple Regular Purchase Notices to the Investor as often as every Business Day, so long as at least one (i1) the Closing Sale Price of the Common Stock on such Business Day is not less than has passed since the Floor Price and (ii) all Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any most recent Regular Purchase Notices during the PEA Periodwas completed.

Commencement of Regular Sales of Common Stock. Following Closing and upon Upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”), the Investor shall purchase $2,000,000 worth of Purchase Shares (such purchase the “Initial Purchase” and such Purchase Shares are referred herein as “Initial Purchase Shares”) and thereafterat a price equal to $2.15 per share. Beginning one (1) Business Day following the Commencement Date, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Two One Hundred Fifty Thousand Dollars ($250,000100,000) of Purchase Shares subject to adjustment as set forth below in this Section 2(a) (as it may be adjusted below, the each such purchase a “Regular Purchase Share LimitPurchase”), at the Purchase Price on the Purchase Date (each such purchase, a “Regular Purchase”)Date; provided, however, that (i) the Regular Purchase Share Limit shall may be increased to up to One Hundred Twenty-Five Hundred Thousand Dollars ($500,000125,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to ninety percent (90%) of $3.50 on the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction)Date, (ii) the Regular Purchase Share Limit shall may be increased to up to Seven One Hundred Fifty Thousand Dollars ($750,000150,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred twenty percent (120%) of $4.50 on the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction)Date, and (iiiii) the Regular Purchase Share Limit shall may be increased to up to One Million Dollars Hundred Seventy-Five Thousand ($1,000,000175,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred forty percent (140%) of $5.50 on the DPCM Price on such Purchase Date (as all of which share amounts shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock splitsplit or other similar transaction); and provided, reverse further, that the Investor’s committed obligation under any single Regular Purchase shall not exceed One Million Dollars ($1,000,000) (which amount shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction), unless the parties mutually agree to increase the dollar amount of any Regular Purchase on any Purchase Date at the applicable Purchase Price. If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number 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 Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver a Regular Purchase Notices Notice to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) all Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following Closing and upon Beginning one Business Day following the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the ( “Commencement” and the date of satisfaction of such conditions 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 Regular Purchase Notice from time to timetime on any Purchase Date on which the Closing Sale Price is not below the Floor Price, to purchase up to Two Hundred Fifty Twenty Thousand Dollars ($250,00020,000) of Purchase Shares Shares, subject to adjustment as set forth below in this Section 2(a2(b) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Five Hundred to: (i) Thirty Thousand Dollars ($500,00030,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below a price that is equal to ninety percent $5.00, (90%ii) Forty Thousand (40,000) Purchase Shares, if the Closing Sale Price of the DPCM Price Common Stock on such the applicable Purchase Date is not below $7.50 (as all of which share and dollar amounts shall be appropriately proportionately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), ) and (iiiii) the Regular Purchase Share Limit shall be increased to up to Seven Hundred Fifty Thousand Dollars ($750,00050,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below a price $10.00; provided that is equal if, after giving effect to one hundred twenty percent (120%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (iii) full proportionate adjustment to the Regular Purchase Share Limit therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to the Investor a Regular Purchase Notice hereunder for a Purchase Amount (calculated by multiplying (X) the number of Purchase Shares equal to the Fully Adjusted Regular Purchase Share Limit, by (Y) the Purchase Price per Purchase Share covered by such Regular Purchase Notice on the applicable Purchase Date therefor) equal to or greater than the Alternate Adjusted Regular Purchase Share Limit, the Regular Purchase Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be increased adjusted to up equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice; and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase, other than any Regular Purchase with respect to which an Alternate Adjusted Regular Purchase Share Limit shall apply, shall not exceed One Million Dollars ($1,000,000) of Purchase Sharesand provided, provided further, however, that the Closing Sale Price parties may mutually agree at any time to increase the dollar amount of the Common Stock is not below a price that is equal to one hundred forty percent (140%) of the DPCM Price any Regular Purchase on such any Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction)to a dollar amount greater than the limit then in effect. If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio only with respect to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number 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 Regular Purchase Notice; provided provided, however, that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver a Regular Purchase Notices Notice to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is Company has not less than the Floor Price and (ii) all failed to deliver Purchase Shares for all the most recent prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by the Investor as DWAC Shares in accordance with this AgreementPurchase. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following Closing and upon Upon the satisfaction of all of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions 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 Regular Purchase Notice from time to time, to purchase up to Two Hundred Fifty Thirty Thousand Dollars ($250,00030,000) of Purchase Shares Shares, subject to adjustment as set forth below in this Section 2(a) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Five Hundred Forty Thousand Dollars ($500,00040,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below a price that is equal to ninety percent (90%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction)$1.00, (ii) the Regular Purchase Share Limit shall be increased to up to Seven Hundred Fifty Sixty Thousand Dollars ($750,00060,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below a price that is equal to one hundred twenty percent (120%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction)$1.50, and (iii) the Regular Purchase Share Limit shall be increased to up to One Million Dollars Eighty Thousand ($1,000,00080,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below a price that is equal to one hundred forty percent $2.00 (140%) all of the DPCM Price on such Purchase Date (as which share and dollar amounts shall be appropriately proportionately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction; provided that if, after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to the Investor a Regular Purchase Notice hereunder for a Purchase Amount (calculated by multiplying (X) the number of Purchase Shares equal to the Fully Adjusted Regular Purchase Share Limit, by (Y) the Purchase Price per Purchase Share covered by such Regular Purchase Notice on the applicable Purchase Date therefor) equal to or greater than One Hundred Fifty Thousand Dollars ($150,000), the Regular Purchase Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be adjusted to equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice); and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase, other than any Regular Purchase with respect to which an Alternate Adjusted Regular Purchase Share Limit shall apply, shall not exceed Five Hundred Thousand Dollars ($500,000). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number 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 Regular Purchase Notice; provided provided, however, that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver a Regular Purchase Notices Notice to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) all Purchase Shares for subject to all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices to the Investor during the PEA Period.

Commencement of Regular Sales of Common Stock. Following Closing and upon Upon the satisfaction of all of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions 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 Regular Purchase Notice from time to time, to purchase up to Two Hundred Fifty Seventy-Five Thousand Dollars ($250,00075,000) of Purchase Shares Shares, subject to adjustment as set forth below in this Section 2(a) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Five One Hundred Thousand Dollars ($500,000100,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below a price that is equal $0.75, (ii) the Regular Purchase Share Limit shall be increased to ninety percent One Hundred Twenty-Five Thousand (90%125,000) Purchase Shares, if the Closing Sale Price of the DPCM Price Common Stock on such the applicable Purchase Date is not below $1.00, (as iii) the Regular Purchase Share Limit shall be increased to One Hundred Fifty Thousand (150,000) Purchase Shares, if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $1.50, and (iv) the Regular Purchase Share Limit shall be increased to One Hundred Seventy-Five Thousand (175,000) Purchase Shares, if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $2.00 (all of which share and dollar amounts shall be appropriately proportionately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); provided that if, (ii) after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit shall be increased therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to up the Investor a Regular Purchase Notice hereunder for a Purchase Amount (calculated by multiplying (X) the number of Purchase Shares equal to Seven the Fully Adjusted Regular Purchase Share Limit, by (Y) the Purchase Price per Purchase Share covered by such Regular Purchase Notice on the applicable Purchase Date therefor) equal to or greater than One Hundred Fifty Thousand Dollars ($750,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred twenty percent (120%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction150,000), and (iii) the Regular Purchase Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be increased adjusted to up equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice); and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase, other than any Regular Purchase with respect to which an Alternate Adjusted Regular Purchase Share Limit shall apply, shall not exceed One Million Dollars ($1,000,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred forty percent (140%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number 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 Regular Purchase Notice; provided provided, however, that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver a Regular Purchase Notices Notice to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is Company has not less than the Floor Price and (ii) all failed to deliver Purchase Shares for all the most recent prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by the Investor as DWAC Shares in accordance with this AgreementPurchase. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following Closing and upon Upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”), the Investor shall purchase $500,000 worth of Purchase Shares (such purchase the “Initial Purchase” and such Purchase Shares are referred to herein as “Initial Purchase Shares”) and thereafterat a price equal to $1.718 per share. Beginning one (1) Business Day following the Commencement Date, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Two Hundred Fifty Seventy Five Thousand Dollars ($250,00075,000) of Purchase Shares subject to adjustment as set forth below in this Section 2(a) (as it may be adjusted below, the each such purchase a “Regular Purchase Share LimitPurchase”), at the Purchase Price on the Purchase Date (each such purchase, a “Regular Purchase”)Date; provided, however, that (i) the Regular Purchase Share Limit shall may be increased to up to Five One Hundred Thousand Dollars ($500,000100,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to ninety percent (90%) of $2.00 on the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganizationDate, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (ii) the Regular Purchase Share Limit shall may be increased to up to Seven One Hundred Fifty Thousand Dollars ($750,000150,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred twenty percent (120%) of $2.50 on the DPCM Price on such Purchase Date (as all of which share and dollar amounts shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); and provided, and (iii) further, that the Investor’s committed obligation under any single Regular Purchase Share Limit shall be increased to up to One Million not exceed Seven Hundred Fifty Thousand Dollars ($1,000,000) 750,000), unless the parties mutually agree to increase the amount of any Regular Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred forty percent (140%) of the DPCM Price on such any Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction)at the applicable Purchase Price. If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number 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 Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver Regular Purchase Notices to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) all Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following Closing and On the date of this Agreement, upon the satisfaction of the conditions set forth in Sections 7 7(I) and 8 8(I) hereof, the Company shall sell to the Investor and the Investor shall purchase 846,755 Purchase Shares (such initial Purchase Shares, the “Initial Purchase Shares”) for aggregate consideration of $1,500,000 (the “Initial Purchase Amount”). Upon the fifth (5th) Business Day following the date of satisfaction of all of the conditions set forth in Sections 7(II) and 8(II) hereof (the “Commencement” and the fifth (5th) Business Day following the date of satisfaction of such conditions 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 Regular Purchase Notice from time to time, to purchase up to Two One Hundred Fifty Thousand Dollars ($250,000100,000) of Purchase Shares subject to adjustment as set forth below in this Section 2(a) (as it may be adjusted below, the each such purchase a “Regular Purchase Share LimitPurchase”), at the Purchase Price on the Purchase Date (each such purchase, a “Regular Purchase”)Date; provided, however, that (i) the Regular Purchase Share Limit shall may be increased to up to One Hundred Twenty-Five Hundred Thousand Dollars ($500,000125,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to ninety percent (90%) of $1.50 on the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction)Date, (ii) the Regular Purchase Share Limit shall may be increased to up to Seven One Hundred Fifty Thousand Dollars ($750,000150,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred twenty percent (120%) of $2.00 on the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganizationDate, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (iii) the Regular Purchase Share Limit shall may be increased to up to One Million Dollars Hundred Seventy-Five Thousand ($1,000,000175,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price $2.50 on the Purchase Date, (iv) the Regular Purchase may be increased to up to Two Hundred Thousand (200,000) Purchase Shares, provided that is equal to one hundred forty percent (140%) the Closing Sale Price of the DPCM Common Stock is not below $3.00 on the Purchase Date, and (v) the Regular Purchase may be increased to up to Two Hundred Fifty Thousand (250,000) Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $3.50 on such the Purchase Date (as all of which share and dollar amounts shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); and provided, further, that the Investor’s committed obligation under any single Regular Purchase shall not exceed One Million Dollars ($1,000,000). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number 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 Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver a Regular Purchase Notices Notice to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) all Purchase Shares for all most recent prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have Purchase (as applicable) has been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreementcompleted. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices to the Investor during (i) the PEA PeriodPeriod or (ii) any time that a registration statement (or the prospectus forming a part thereof) registering the resale of the Purchase Shares that are the subject of such Regular Purchase Notice is unavailable to the Investor for resale of any or all of such Purchase Shares to be issued to the Investor pursuant to such Regular Purchase Notice.

Commencement of Regular Sales of Common Stock. Following Closing and upon Upon the satisfaction of all of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions 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 Regular Purchase Notice from time to time, to purchase up to Two Hundred Fifty Thousand Dollars ($250,00050,000) of Purchase Shares subject to adjustment as set forth below in this Section 2(a) (as it may be adjusted below, the each such purchase a “Regular Purchase Share LimitPurchase”), at the Purchase Price on the Purchase Date (each such purchase, a “Regular Purchase”)Date; provided, however, that (i) the Regular Purchase Share Limit shall may be increased to up to Seventy-Five Hundred Thousand Dollars ($500,00075,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to ninety percent (90%) of $0.50 on the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction)Date, (ii) the Regular Purchase Share Limit shall may be increased to up to Seven One Hundred Fifty Thousand Dollars ($750,000100,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred twenty percent (120%) of $0.75 on the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction)Date, and (iii) the Regular Purchase Share Limit shall may be increased to up to One Million Dollars Two Hundred Thousand ($1,000,000200,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred forty percent (140%) of $1.25 on the DPCM Price on such Purchase Date (as all of which share and dollar amounts shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase shall not exceed Five Hundred Thousand Dollars ($500,000). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number 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 Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver multiple Regular Purchase Notices to the Investor as often as every Business Day, so long as at least one (i1) the Closing Sale Price of the Common Stock on such Business Day is not less than has passed since the Floor Price and (ii) all most recent Regular Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreementwas completed. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following Closing and upon Upon the satisfaction of all of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions 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 Regular Purchase Notice from time to time, to purchase up to Two Hundred Fifty Sixty-Five Thousand Dollars ($250,00065,000) of Purchase Shares subject to adjustment as set forth below in this Section 2(a) (as it may be adjusted below, the each such purchase a “Regular Purchase Share LimitPurchase”), at the Purchase Price on the Purchase Date (each such purchase, a “Regular Purchase”)Date; provided, however, that (i) the Regular Purchase Share Limit shall may be increased to up to Five Hundred Eighty Thousand Dollars ($500,00080,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to ninety percent (90%) of $1.25 on the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganizationDate, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (ii) the Regular Purchase Share Limit shall may be increased to up to Seven One Hundred Fifty Twenty-Five Thousand Dollars ($750,000125,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred twenty percent (120%) of $2.00 on the DPCM Price on such Purchase Date (as all of which share and dollar amounts shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); and provided, and (iii) further, however, that the Investor’s committed obligation under any single Regular Purchase Share Limit shall be increased to up to One Million not exceed Five Hundred Thousand Dollars ($1,000,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred forty percent (140%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction500,000). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number 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 Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver multiple Regular Purchase Notices to the Investor as often as every Business Day, so long as at least five (i5) Business Days have passed since the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) all most recent Regular Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreementwas completed. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following Closing and upon Upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions 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 Regular Purchase Notice from time to time, to purchase up to Two One Hundred Fifty Thousand Dollars ($250,000100,000) Purchase Shares (such maximum number of Purchase Shares subject to adjustment Shares, as set forth below in this Section 2(a) (as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall may be increased to up to One Hundred Twenty-Five Hundred Thousand Dollars ($500,000125,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to ninety percent (90%) of $3.00 on the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (ii) the Regular Purchase Share Limit shall may be increased to up to Seven One Hundred Fifty Thousand Dollars ($750,000150,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $5.00 on the Purchase Date; provided that if, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to the Investor a price that is Regular Purchase Notice hereunder for a Purchase Amount equal to one hundred twenty percent (120%) of or greater the DPCM Price on such Alternate Adjusted Regular Purchase Date (as appropriately adjusted for any reorganizationShare Limit, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (iii) the Alternate Adjusted Regular Purchase Share Limit shall be increased apply in lieu of the Fully Adjusted Regular Purchase Share Limit; and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase, other than any Regular Purchase with respect to up to which an Alternate Adjusted Regular Purchase Share Limit shall apply, shall not exceed One Million Dollars ($1,000,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred forty percent (140%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) 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 Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver multiple Regular Purchase Notices to the Investor in a day as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) all Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any a Regular Purchase Notices Notice to the Investor during the PEA Period.

Commencement of Regular Sales of Common Stock. Following Closing and upon Upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”), the Investor shall purchase $5,000,000 worth of Purchase Shares (such purchase the “Initial Purchase” and such Purchase Shares the “Initial Purchase Shares”) and thereafterat a price equal to $1.79 per share. Beginning one (1) Business Day following the Commencement Date, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Two Hundred Fifty Thousand Dollars ($250,000200,000) of Purchase Shares subject to adjustment as set forth below in this Section 2(a) (as it may be adjusted below, the each such purchase a “Regular Purchase Share LimitPurchase”), at the Purchase Price on the Purchase Date (each such purchase, a “Regular Purchase”)Date; provided, however, that (i) the Regular Purchase Share Limit shall may be increased to up to Five Two Hundred Fifty Thousand Dollars ($500,000250,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to ninety percent (90%) of $3.00 on the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction)Date, (ii) the Regular Purchase Share Limit shall may be increased to up to Seven Three Hundred Fifty Thousand Dollars ($750,000300,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred twenty percent (120%) of $4.00 on the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction)Date, and (iii) the Regular Purchase Share Limit shall may be increased to up to One Million Dollars Three Hundred Fifty Thousand ($1,000,000350,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred forty percent (140%) of $5.00 on the DPCM Price on such Purchase Date (as all of which share amounts shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock splitsplit or other similar transaction); and provided, reverse further, that the Investor’s committed obligation under any single Regular Purchase shall not exceed Two Million Dollars ($2,000,000) (which amount shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction), unless the parties mutually agree to increase the dollar amount of any Regular Purchase on any Purchase Date at the applicable Purchase Price. If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number 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 Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver multiple Regular Purchase Notices to the Investor as often as every Business Day, so long as at least one (i1) the Closing Sale Price of the Common Stock on such Business Day is not less than has passed since the Floor Price and (ii) all Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any most recent Regular Purchase Notices during the PEA Periodwas completed.

Commencement of Regular Sales of Common Stock. Following Closing and upon Upon the satisfaction of all of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions 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 Regular Purchase Notice from time to time, to purchase up to Two Hundred Fifty Thousand Dollars ($250,00050,000) of Purchase Shares Shares, subject to adjustment as set forth below in this Section 2(a) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Seventy-Five Hundred Thousand Dollars ($500,00075,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below a price that is equal $1.50 and (ii) the Regular Purchase Share Limit shall be increased to ninety percent One Hundred Thousand (90%100,000) Purchase Shares, if the Closing Sale Price of the DPCM Price Common Stock on such the applicable Purchase Date is not below $2.50 (as all of which share and dollar amounts shall be appropriately proportionately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); provided that if, (ii) after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit shall be increased therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to up the Investor a Regular Purchase Notice hereunder for a Purchase Amount (calculated by multiplying (X) the number of Purchase Shares equal to Seven the Fully Adjusted Regular Purchase Share Limit, by (Y) the Purchase Price per Purchase Share covered by such Regular Purchase Notice on the applicable Purchase Date therefor) equal to or greater than One Hundred Fifty Thousand Dollars ($750,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred twenty percent (120%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction150,000), and (iii) the Regular Purchase Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be increased adjusted to up equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice); and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase, other than any Regular Purchase with respect to which an Alternate Adjusted Regular Purchase Share Limit shall apply, shall not exceed One Million Dollars ($1,000,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred forty percent (140%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number 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 Regular Purchase Notice; provided provided, however, that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver a Regular Purchase Notices Notice to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) all Purchase Shares for subject to all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices to the Investor during the PEA Period.

Commencement of Regular Sales of Common Stock. Following Closing and upon Upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions 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 Regular Purchase Notice from time to time, to purchase up to Two Hundred Fifty Thousand Dollars ($250,00050,000) of Purchase Shares Shares, subject to adjustment as set forth below in this Section 2(a) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, (the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date, provided that the Closing Sale Price of the Common Stock is not below the Floor Price on the Purchase Date (each such purchase, a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall may be increased to up to Seventy-Five Hundred Thousand Dollars ($500,00075,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to ninety percent (90%) of $10.00 on the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganizationDate, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (ii) the Regular Purchase Share Limit shall may be increased to up to Seven One Hundred Fifty Thousand Dollars ($750,000100,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred twenty percent (120%) of $13.00 on the DPCM Price on such Purchase Date (as all of which share and dollar amounts shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); provided that if, and (iii) after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit shall be increased therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to up the Investor a Regular Purchase Notice hereunder for a Purchase Amount (calculated by multiplying (X) the number of Purchase Shares equal to the Fully Adjusted Regular Purchase Share Limit, by (Y) the Purchase Price per Purchase Share covered by such Regular Purchase Notice on the applicable Purchase Date therefor) equal to or greater than One Million Hundred Thousand Dollars ($1,000,000) 150,000), the Regular Purchase Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be adjusted to equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase SharesDate for such Regular Purchase Notice); provided, provided further, however, that the Closing Sale Price of Investor’s committed obligation under any single Regular Purchase shall not exceed Two-Hundred Fifty Thousand Dollars ($250,000), unless the Common Stock is not below a price that is equal daily median dollar volume for the twenty (20) Business Days prior to one hundred forty percent (140%) of the DPCM Price on such Purchase Date is greater than Five Hundred Thousand Dollars (as appropriately adjusted for any reorganization$500,000), recapitalization, non-cash dividend, stock split, reverse stock split or other similar transactionat which time the Investor’s committed obligation under each Regular Purchase shall not exceed One Million Five Hundred Thousand Dollars ($1,500,000). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount number by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number 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 Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver Regular Purchase Notices to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is Company has not less than the Floor Price and (ii) all failed to deliver Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following Closing and upon Upon the satisfaction of all of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions 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 Regular Purchase Notice from time to time, to purchase up to Two One Hundred Fifty Thousand Dollars ($250,000150,000) of Purchase Shares Shares, subject to adjustment as set forth below in this Section 2(a) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Five Two Hundred Thousand Dollars ($500,000200,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below a price that is equal $0.50, (ii) the Regular Purchase Share Limit shall be increased to ninety percent Two Hundred Fifty Thousand (90%250,000) Purchase Shares, if the Closing Sale Price of the DPCM Price Common Stock on such the applicable Purchase Date is not below $0.75 and (as iii) the Regular Purchase Share Limit shall be increased to Three Hundred Thousand (300,000) Purchase Shares, if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $1.00 (all of which share and dollar amounts shall be appropriately proportionately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); provided that if, (ii) after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit shall be increased therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to up the Investor a Regular Purchase Notice hereunder for a Purchase Amount (calculated by multiplying (X) the number of Purchase Shares equal to Seven the Fully Adjusted Regular Purchase Share Limit, by (Y) the Purchase Price per Purchase Share covered by such Regular Purchase Notice on the applicable Purchase Date therefor) equal to or greater than One Hundred Fifty Thousand Dollars ($750,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred twenty percent (120%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction100,000), and (iii) the Regular Purchase Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be increased adjusted to up equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice); and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase, other than any Regular Purchase with respect to which an Alternate Adjusted Regular Purchase Share Limit shall apply, shall not exceed One Million Dollars ($1,000,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred forty percent (140%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number 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 Regular Purchase Notice; provided provided, however, that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver a Regular Purchase Notices Notice to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) all Purchase Shares for subject to all prior Regular Purchases, Accelerated Purchases and all Additional Accelerated Purchases, including, without limitation, those that have been effected on Commitment Shares required to be issued to the same Business Day as the applicable Purchase DateInvestor with respect thereto pursuant to Section 5(e), have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices to the Investor during the PEA Period.

Commencement of Regular Sales of Common Stock. Following Closing and upon Beginning one (1) Business Day following the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions 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 Regular Purchase Notice from time to timetime on any Purchase Date on which the Closing Sale Price is not below the Floor Price, to purchase up to Two Hundred Fifty Twenty-Five Thousand Dollars ($250,000225,000) of Purchase Shares Shares, subject to adjustment as set forth below in this Section 2(a) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Five to: (i) Two Hundred Fifty Thousand Dollars ($500,000250,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below a price that is equal to ninety percent $6.00 and (90%ii) Two Hundred Seventy-Five Thousand (275,000) Purchase Shares, if the Closing Sale Price of the DPCM Price Common Stock on such the applicable Purchase Date is not below $8.00 (as all of which share and dollar amounts shall be appropriately proportionately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); provided that if, (ii) after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit shall be increased therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to up to Seven Hundred Fifty Thousand Dollars the Investor a Regular Purchase Notice hereunder for a Purchase Amount ($750,000calculated by multiplying (X) the number of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is Shares equal to one hundred twenty percent the Fully Adjusted Regular Purchase Share Limit, by (120%Y) of the DPCM Purchase Price per Purchase Share covered by such Regular Purchase Notice on such the applicable Purchase Date (as appropriately adjusted for any reorganizationtherefor) equal to or greater than the Alternate Adjusted Regular Purchase Share Limit, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (iii) the Regular Purchase Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be increased adjusted to up equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice; and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase, other than any Regular Purchase with respect to One which an Alternate Adjusted Regular Purchase Share Limit shall apply, shall not exceed Two Million Five Hundred Thousand Dollars ($1,000,0002,500,000) and provided, further, however, that the parties may mutually agree at any time to increase the share amount of any Regular Purchase on the applicable Purchase Date to a share amount greater than the limit then in effect and provided, further, however, any such increase shall not exceed Two Million (2,000,000) Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred forty percent (140%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio only with respect to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number 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 Regular Purchase Notice; provided provided, however, that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver a Regular Purchase Notices Notice to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is Company has not less than the Floor Price and (ii) all failed to deliver Purchase Shares for all the most recent prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by the Investor as DWAC Shares in accordance with this AgreementPurchase. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following Closing and upon Upon the satisfaction of all of the conditions set forth in Sections 7 7(II) and 8 8(II) hereof (the “Commencement” and the date of satisfaction of such conditions 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 Regular Purchase Notice from time to time, to purchase up to Two One Hundred Fifty Thousand Dollars ($250,000100,000) of Purchase Shares Shares, subject to adjustment as set forth below in this Section 2(a2(b) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Five One Hundred Fifty Thousand Dollars ($500,000150,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below a price that is equal $1.00, and (ii) the Regular Purchase Share Limit shall be increased to ninety percent Two Hundred Thousand (90%200,000) Purchase Shares, if the Closing Sale Price of the DPCM Price Common Stock on such the applicable Purchase Date is not below $1.50 (as all of which share and dollar amounts shall be appropriately proportionately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); provided that if, (ii) after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to the Investor a Regular Purchase Notice hereunder for a Purchase Amount (calculated by multiplying (X) the number of Purchase Shares equal to the Fully Adjusted Regular Purchase Share Limit, by (Y) the Purchase Price per Purchase Share covered by such Regular Purchase Notice on the applicable Purchase Date therefor) equal to or greater than Seventy-Five Thousand Dollars ($75,000), the Regular Purchase Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be increased adjusted to up equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice); and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase (other than any Regular Purchase with respect to Seven Hundred which an Alternate Adjusted Regular Purchase Share Limit shall apply) shall not exceed Fifty Thousand Dollars ($750,000) of Purchase Shares50,000), provided that unless the Closing Sale Price median aggregate dollar value of the volume of shares of Common Stock is not below a price that is equal to one hundred traded on the Principal Market during the twenty percent (120%20) consecutive trading day period ending on the Purchase Date of the DPCM Price on such applicable Regular Purchase Date equals or exceeds One Hundred Thousand Dollars (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction$100,000), and in which case the Investor’s committed obligation under such single Regular Purchase (iii) the other than any Regular Purchase with respect to which an Alternate Adjusted Regular Purchase Share Limit shall be increased to up to One Million apply) shall not exceed Five Hundred Thousand Dollars ($1,000,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred forty percent (140%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction500,000). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number 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 Regular Purchase Notice; provided provided, however, that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver a Regular Purchase Notices Notice to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Regular Purchase Floor Price and (ii) all Purchase Shares for subject to all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices to the Investor during the PEA Period.

Commencement of Regular Sales of Common Stock. Following Closing and upon Upon the satisfaction of all of the conditions set forth in Sections 7 7(II) and 8 8(II) hereof (the “Commencement” and the date of satisfaction of such conditions 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 Regular Purchase Notice from time to time, to purchase up to Two Hundred Fifty Ten Thousand Dollars ($250,00010,000) of Purchase Shares Shares, subject to adjustment as set forth below in this Section 2(a2(b) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Five Hundred to: (i) Fifteen Thousand Dollars ($500,00015,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below a price that is equal to ninety percent $4.50, (90%ii) Twenty Thousand (20,000) Purchase Shares, if the Closing Sale Price of the DPCM Price Common Stock on such the applicable Purchase Date is not below $5.00, (as iii) Twenty-Five Thousand (25,000) Purchase Shares, if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $6.00, and (iv) Thirty Thousand (30,000) Purchase Shares, if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $7.00 (all of which share and dollar amounts shall be appropriately proportionately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); provided that if, (ii) after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to the Investor a Regular Purchase Notice hereunder for a Purchase Amount (calculated by multiplying (X) the number of Purchase Shares equal to the Fully Adjusted Regular Purchase Share Limit, by (Y) the Purchase Price per Purchase Share covered by such Regular Purchase Notice on the applicable Purchase Date therefor) equal to or greater than Seventy-Five Thousand Dollars ($75,000), the Regular Purchase Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be increased adjusted to up equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice); and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase, other than any Regular Purchase with respect to which an Alternate Adjusted Regular Purchase Share Limit shall apply, shall not exceed Seven Hundred Fifty Thousand Dollars ($750,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred twenty percent (120%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (iii) the Regular Purchase Share Limit shall be increased to up to One Million Dollars ($1,000,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred forty percent (140%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number 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 Regular Purchase Notice; provided provided, however, that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver a Regular Purchase Notices Notice to the Investor as often as every Business Day, so long as (i) the Company has not failed to deliver Purchase Shares for the most recent prior Regular Purchase. Notwithstanding the foregoing, the Company shall not deliver a Regular Purchase Notice to the Investor on any Purchase Date that the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) all Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by the Investor as DWAC Shares in accordance with this AgreementPrice. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following Closing and upon Upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions 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 Regular Purchase Notice from time to time, to purchase up to Two Hundred Fifty Thousand Dollars ($250,00050,000) of Purchase Shares subject to adjustment as set forth below in this Section 2(a) (as it may be adjusted below, the each such purchase a “Regular Purchase Share LimitPurchase”), at the Purchase Price on the Purchase Date (each such purchase, a “Regular Purchase”)Date; provided, however, that (i) the Regular Purchase Share Limit shall may be increased to up to Seventy-Five Hundred Thousand Dollars ($500,00075,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to ninety percent (90%) of $7.00 on the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction)Date, (ii) the Regular Purchase Share Limit shall may be increased to up to Seven One Hundred Fifty Thousand Dollars ($750,000100,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred twenty percent (120%) of $9.00 on the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganizationDate, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (iii) the Regular Purchase Share Limit shall may be increased to up to One Million Dollars Hundred Twenty-Five Thousand ($1,000,000125,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price $11.00 on the Purchase Date, and (iv) the Regular Purchase may be increased to up to One Hundred Fifty Thousand (150,000) Purchase Shares, provided that is equal to one hundred forty percent (140%) the Closing Sale Price of the DPCM Price Common Stock is not below $13.00 on such the Purchase Date (as all of which share and dollar amounts shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); provided, further, however, that the Investor’s committed obligation under any single Regular Purchase shall not exceed Two Million Dollars ($2,000,000). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number amount of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) 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 Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver multiple Regular Purchase Notices to the Investor as often as every Business Day, so long as at least one (i1) the Closing Sale Price of the Common Stock on such Business Day is not less than has passed since the Floor Price and (ii) all most recent Regular Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreementwas completed. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following Closing and upon Upon the satisfaction of all of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions 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 Regular Purchase Notice from time to time, to purchase up to Two One Hundred Fifty Thousand Dollars ($250,000100,000) of Purchase Shares Shares, subject to adjustment as set forth below in this Section 2(a) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Five to: (i) One Hundred Fifty Thousand Dollars ($500,000150,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below a price that is equal to ninety percent $1.00, (90%ii) Two Hundred Thousand (200,000) Purchase Shares, if the Closing Sale Price of the DPCM Price Common Stock on such the applicable Purchase Date is not below $1.50, and (as iii) Two Hundred Fifty Thousand (250,000) Purchase Shares, if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $2.00 (all of which share and dollar amounts shall be appropriately proportionately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); provided that if, (ii) after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to the Investor a Regular Purchase Notice hereunder for a Purchase Amount (calculated by multiplying (X) the number of Purchase Shares equal to the Fully Adjusted Regular Purchase Share Limit, by (Y) the Purchase Price per Purchase Share covered by such Regular Purchase Notice on the applicable Purchase Date therefor) equal to or greater than Seventy-Five Thousand Dollars ($75,000), the Regular Purchase Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be increased adjusted to up equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice); and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase, other than any Regular Purchase with respect to which an Alternate Adjusted Regular Purchase Share Limit shall apply, shall not exceed Seven Hundred Fifty Thousand Dollars ($750,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred twenty percent (120%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (iii) the Regular Purchase Share Limit shall be increased to up to One Million Dollars ($1,000,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred forty percent (140%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number 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 Regular Purchase Notice; provided provided, however, that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver a Regular Purchase Notices Notice to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is Company has not less than the Floor Price and (ii) all failed to deliver Purchase Shares for all the most recent prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by the Investor as DWAC Shares in accordance with this AgreementPurchase. Notwithstanding the foregoing, the Company shall not deliver any a Regular Purchase Notices during Notice to the PEA PeriodInvestor on any Purchase Date that the Closing Sale Price of the Common Stock is less than the Floor Price.

Commencement of Regular Sales of Common Stock. Following Closing and upon Beginning one (1) Business Day following the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” "Closing" and the date of satisfaction of such conditions 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 Regular Purchase Notice from time to time, to purchase up to Two One Hundred Fifty Thousand Dollars (150,000) Purchase Shares, provided that the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $250,000) of Purchase Shares 0.10 and subject to adjustment as set forth below in this Section 2(a) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “"Regular Purchase Share Limit”"), at the Purchase Price on the Purchase Date (each such purchase, purchase a “"Regular Purchase”"); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Five to: (i) Two Hundred Thousand Dollars ($500,000200,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below a price that is equal to ninety percent $1.00, (90%ii) Two Hundred Fifty Thousand (250,000) Purchase Shares, if the Closing Sale Price of the DPCM Price Common Stock on such the applicable Purchase Date is not below $2.00 and (as iii) Three Hundred Thousand (300,000) Purchase Shares if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $3.00 (all of which share and dollar amounts shall be appropriately proportionately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); provided, (ii) however, that if, after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit shall be increased therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to up to Seven Hundred Fifty Thousand Dollars the Investor a Regular Purchase Notice hereunder for a Purchase Amount ($750,000calculated by multiplying (X) the number of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is Shares equal to one hundred twenty percent the Fully Adjusted Regular Purchase Share Limit, by (120%Y) of the DPCM Purchase Price per Purchase Share covered by such Regular Purchase Notice on such the applicable Purchase Date (as appropriately adjusted for any reorganizationtherefor) equal to or greater than the Alternate Adjusted Regular Purchase Share Limit, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (iii) the Regular Purchase Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be increased adjusted to up equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice; and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase, other than any Regular Purchase with respect to One which an Alternate Adjusted Regular Purchase Share Limit shall apply, shall not exceed Two Million Dollars ($1,000,0002,000,000) of Purchase Sharesand provided, provided further, however, that the Closing Sale Price parties may mutually agree at any time to increase the dollar amount of the Common Stock is not below a price that is equal to one hundred forty percent (140%) of the DPCM Price any Regular Purchase on such any Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction)to a dollar amount greater than the limit then in effect. If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio only with respect to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number 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 Regular Purchase Notice; provided provided, however, that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver a Regular Purchase Notices Notice to the Investor as often as every on any Business Day, so long as (i) provided the Closing Sale Price of the Common Stock on such Business Day is Company has not less than the Floor Price and (ii) all failed to deliver Purchase Shares for all the most recent prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by the Investor as DWAC Shares in accordance with this AgreementPurchase. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following Closing and upon Upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions 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 Regular Purchase Notice from time to time, to purchase up to Two Hundred Fifty Thousand Dollars ($250,00050,000) of Purchase Shares subject to adjustment as set forth below in this Section 2(a) (as it may be adjusted below, the each such purchase a “Regular Purchase Share LimitPurchase”), at the Purchase Price on the Purchase Date (each such purchase, a “Regular Purchase”)Date; provided, however, that (i) the Regular Purchase Share Limit shall may be increased to up to Seventy-Five Hundred Thousand Dollars ($500,00075,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to ninety percent (90%) of $4.50 on the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (ii) the Regular Purchase Share Limit shall may be increased to up to Seven One Hundred Fifty Thousand Dollars ($750,000100,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred twenty percent (120%) of $6.00 on the DPCM Price on such Purchase Date (as all of which share amounts shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); and provided, and (iii) further, that the Investor’s committed obligation under any single Regular Purchase Share Limit shall be increased to up to not exceed One Million Dollars ($1,000,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred forty percent (140%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number 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 Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver multiple Regular Purchase Notices to the Investor as often as every Business Day, so long as at least one (i1) the Closing Sale Price of the Common Stock on such Business Day is not less than has passed since the Floor Price and (ii) all most recent Regular Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreementwas completed. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following Closing and On the date of this Agreement, upon the satisfaction of the conditions set forth in Sections 7 7(I) and 8 8(I) hereof, the Company shall sell to the Investor and the Investor shall purchase 2,500,000 Purchase Shares (such initial Purchase Shares, the “Initial Purchase Shares”) for aggregate consideration of $1,000,000 (the “Initial Purchase Amount”). Upon the satisfaction of all of the conditions set forth in Sections 7(II) and 8(II) hereof (the “Commencement” and the date of satisfaction of such conditions 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 Regular Purchase Notice from time to time, to purchase up to Two One Hundred Fifty Thousand Dollars ($250,000100,000) of Purchase Shares subject to adjustment as set forth below in this Section 2(a) (as it may be adjusted below, the each such purchase a “Regular Purchase Share LimitPurchase”), at the Purchase Price on the Purchase Date (each such purchase, a “Regular Purchase”)Date; provided, however, that (i) the Regular Purchase Share Limit shall may be increased to up to Five One Hundred Fifty Thousand Dollars ($500,000150,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to ninety percent (90%) of $0.50 on the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction)Date, (ii) the Regular Purchase Share Limit shall may be increased to up to Seven Two Hundred Fifty Thousand Dollars ($750,000200,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred twenty percent (120%) of $0.60 on the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganizationDate, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (iii) the Regular Purchase Share Limit shall may be increased to up to One Million Dollars Three Hundred Thousand ($1,000,000300,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price $0.70 on the Purchase Date, (iv) the Regular Purchase may be increased to up to Four Hundred Thousand (400,000) Purchase Shares, provided that is equal to one hundred forty percent (140%) the Closing Sale Price of the DPCM Common Stock is not below $0.80 on the Purchase Date, (v) the Regular Purchase may be increased to up to Five Hundred Thousand (500,000) Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $0.90 on such the Purchase Date Date, and (as vi) the Regular Purchase may be increased to up to Six Hundred Thousand (600,000) Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $1.00 on the Purchase Date, (all of which share and dollar amounts shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); and provided, further, that the Investor’s committed obligation under any single Regular Purchase shall not exceed One Million Dollars ($1,000,000). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number 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 Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver multiple Regular Purchase Notices to the Investor as often as every Business Day, so long as at least one (i1) the Closing Sale Price of the Common Stock on such Business Day is not less than has passed since the Floor Price and (ii) all most recent Regular Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreementwas completed. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following Closing and upon Upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions 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 Regular Purchase Notice from time to time, to purchase up to Two Hundred Fifty Thousand Dollars ($250,000) of Purchase Shares subject to adjustment as set forth below in this Section 2(a) (as it may be adjusted below, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Five Hundred Thousand Dollars ($500,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal subject to ninety percent (90%) of the DPCM Price on such Purchase Date (as appropriately adjusted any adjustment for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), transaction (ii) the Regular Purchase Share Limit shall be increased to up to Seven Hundred Fifty Thousand Dollars ($750,000) such maximum number of Purchase Shares, provided that as may be adjusted from time to time (the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred twenty percent (120%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (iii) the “Regular Purchase Share Limit Limit” and each such purchase, a “Regular Purchase”)); provided, however, that the Investor’s committed obligation under any single Regular Purchase shall be increased to up to One not exceed Two Million Dollars ($1,000,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred forty percent (140%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction2,000,000). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number amount of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) 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 Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver Regular Purchase Notices to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is Company has not less than the Floor Price and (ii) all failed to deliver Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.”

Commencement of Regular Sales of Common Stock. Following Closing and upon Upon the satisfaction of all of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions 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 Regular Purchase Notice from time to time, to purchase up to Two Hundred Fifty Seventy-Five Thousand Dollars ($250,00075,000) of Purchase Shares Shares, subject to adjustment as set forth below in this Section 2(a) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Five One Hundred Thousand Dollars ($500,000100,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below a price that is equal $0.50, (ii) the Regular Purchase Share Limit shall be increased to ninety percent One Hundred Twenty-Five Thousand (90%125,000) Purchase Shares, if the Closing Sale Price of the DPCM Price Common Stock on such the applicable Purchase Date is not below $1.00, (as iii) the Regular Purchase Share Limit shall be increased to One Hundred Fifty Thousand (150,000) Purchase Shares, if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $1.50, and (iv) the Regular Purchase Share Limit shall be increased to One Hundred Seventy-Five Thousand (175,000) Purchase Shares, if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $2.00 (all of which share and dollar amounts shall be appropriately proportionately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); provided that if, (ii) after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit shall be increased therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to up the Investor a Regular Purchase Notice hereunder for a Purchase Amount (calculated by multiplying (X) the number of Purchase Shares equal to Seven the Fully Adjusted Regular Purchase Share Limit, by (Y) the Purchase Price per Purchase Share covered by such Regular Purchase Notice on the applicable Purchase Date therefor) equal to or greater than One Hundred Fifty Thousand Dollars ($750,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred twenty percent (120%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction100,000), and (iii) the Regular Purchase Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be increased adjusted to up equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice); and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase, other than any Regular Purchase with respect to which an Alternate Adjusted Regular Purchase Share Limit shall apply, shall not exceed One Million Dollars ($1,000,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred forty percent (140%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number 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 Regular Purchase Notice; provided provided, however, that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver a Regular Purchase Notices Notice to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is Company has not less than the Floor Price and (ii) all failed to deliver Purchase Shares for all the most recent prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by the Investor as DWAC Shares in accordance with this AgreementPurchase. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following Closing and upon Upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions 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 Regular Purchase Notice from time to time, to purchase up to Two Five Hundred Fifty Thousand Dollars ($250,000500,000) of Purchase Shares subject to adjustment as set forth below in this Section 2(a) (as it may be adjusted below, the each such purchase a “Regular Purchase Share LimitPurchase”), at the Purchase Price on the Purchase Date (each such purchase, a “Regular Purchase”)Date; provided, however, that (i) the Regular Purchase Share Limit shall may be increased to up to Five Six Hundred Thousand Dollars ($500,000600,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to ninety percent (90%) of $.65 on the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction)Date, (ii) the Regular Purchase Share Limit shall may be increased to up to Seven Hundred Fifty Thousand Dollars ($750,000700,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred twenty percent (120%) of $.80 on the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction)Date, and (iii) the Regular Purchase Share Limit shall may be increased to up to One Million Dollars Eight Hundred Thousand ($1,000,000800,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred forty percent (140%) of $.95 on the DPCM Price on such Purchase Date (as all of which share amounts shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); and provided, further, that the Investor’s committed obligation under any single Regular Purchase shall not exceed Seven Hundred Sixty Thousand Dollars ($760,000). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number 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 Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver Regular multiple Purchase Notices to the Investor as often as every Business Day, so long as at least one (i1) the Closing Sale Price of the Common Stock on such Business Day is not less than has passed since the Floor Price and (ii) all most recent Regular Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreementwas completed. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following Closing and upon Upon the satisfaction of all of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions 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 Regular Purchase Notice from time to time, to purchase up to Two One Hundred Fifty Thousand Dollars ($250,000100,000) of Purchase Shares Shares, subject to adjustment as set forth below in this Section 2(a) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Five Two Hundred Thousand Dollars ($500,000200,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below a price that is equal to ninety percent (90%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization$2.00, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (ii) the Regular Purchase Share Limit shall be increased to up to Seven Three Hundred Fifty Thousand Dollars ($750,000300,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below a price that is equal to one hundred twenty percent $3.00 (120%) all of the DPCM Price on such Purchase Date (as which share and dollar amounts shall be appropriately proportionately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); provided that if, and (iii) after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to the Investor a Regular Purchase Notice hereunder for a Purchase Amount (calculated by multiplying (X) the number of Purchase Shares equal to the Fully Adjusted Regular Purchase Share Limit, by (Y) the Purchase Price per Purchase Share covered by such Regular Purchase Notice on the applicable Purchase Date therefor) equal to or greater than One Hundred Fifty Thousand Dollars ($150,000), the Regular Purchase Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be increased adjusted to up equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice); and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase, other than any Regular Purchase with respect to which an Alternate Adjusted Regular Purchase Share Limit shall apply, shall not exceed One Million Dollars ($1,000,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred forty percent (140%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number 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 Regular Purchase Notice; provided provided, however, that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver a Regular Purchase Notices Notice to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) all Purchase Shares for subject to all prior Regular Purchases, Accelerated Purchases and all Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase DateCommitment Shares issuable in respect thereof pursuant to Section 5(e), have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices to the Investor during the PEA Period.

Commencement of Regular Sales of Common Stock. Following Closing and upon Upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”), the Investor shall purchase $5,000,000 worth of Purchase Shares (such purchase the “Initial Purchase” and such Purchase Shares the “Initial Purchase Shares”) and thereafterat a price equal to $2.00 per share. Beginning one (1) Business Day following the Commencement Date, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Two Three Hundred Fifty Thousand Dollars ($250,000300,000) of Purchase Shares subject to adjustment as set forth below in this Section 2(a) (as it may be adjusted below, the each such purchase a “Regular Purchase Share LimitPurchase”), at the Purchase Price on the Purchase Date (each such purchase, a “Regular Purchase”)Date; provided, however, that (i) the Regular Purchase Share Limit shall may be increased to up to Five Three Hundred Fifty Thousand Dollars ($500,000350,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to ninety percent (90%) of $3.00 on the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganizationDate, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (ii) the Regular Purchase Share Limit shall may be increased to up to Seven Four Hundred Fifty Thousand Dollars ($750,000400,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred twenty percent (120%) of $5.00 on the DPCM Price on such Purchase Date (as all of which share amounts shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); and provided, and (iii) further, that the Investor’s committed obligation under any single Regular Purchase Share Limit shall be increased to up to One not exceed Two Million Dollars ($1,000,0002,000,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred forty percent (140%) of the DPCM Price on such Purchase Date (as which amount shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), unless the parties mutually agree to increase the dollar amount of any Regular Purchase on any Purchase Date at the applicable Purchase Price. If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number 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 Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver multiple Regular Purchase Notices to the Investor as often as every Business Day, so long as at least one (i1) the Closing Sale Price of the Common Stock on such Business Day is not less than has passed since the Floor Price and (ii) all Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any most recent Regular Purchase Notices during the PEA Periodwas completed.

Commencement of Regular Sales of Common Stock. Following Closing and upon Upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions 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 Regular Purchase Notice from time to time, to purchase up to Two Hundred Fifty Thousand Dollars ($250,000200,000) Purchase Shares (such maximum number of Purchase Shares subject to adjustment Shares, as set forth below in this Section 2(a) (as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall may be increased to up to Five Two Hundred Fifty Thousand Dollars ($500,000250,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to ninety percent (90%) of $1.00 on the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (ii) the Regular Purchase Share Limit shall may be increased to up to Seven Three Hundred Fifty Thousand Dollars ($750,000300,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $1.50 on the Purchase Date; provided that if, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to the Investor a price that is Regular Purchase Notice hereunder for a Purchase Amount equal to one hundred twenty percent (120%) of or greater than the DPCM Price on such Alternate Adjusted Regular Purchase Date (as appropriately adjusted for any reorganizationShare Limit, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (iii) the Alternate Adjusted Regular Purchase Share Limit shall be increased apply in lieu of the Fully Adjusted Regular Purchase Share Limit; provided, further, however, that the Investor’s committed obligation under any single Regular Purchase, other than any Regular Purchase with respect to up to which an Alternate Adjusted Regular Purchase Share Limit shall apply, shall not exceed One Million Dollars ($1,000,000) of Purchase Sharesand provided, provided further, however, that the Closing Sale Price of parties may mutually agree to increase the Common Stock is not below a price that is equal to one hundred forty percent (140%) of the DPCM Price on such Regular Purchase Date (as appropriately adjusted Share Limit for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) 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 Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) of Purchase Shares which the Company is permitted to include in such Regular Purchase NoticePurchase. The Company may deliver multiple Regular Purchase Notices to the Investor in a day as often as every Business Day, so long as (i) Purchase Shares, and the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) all Purchase Additional Commitment Shares as applicable, for all prior Regular Purchases, Accelerated Purchases Purchases, and Additional Accelerated Purchases, and Tranche Purchases as applicable, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any a Regular Purchase Notices Notice to the Investor during the PEA Period.

Commencement of Regular Sales of Common Stock. Following Closing and upon Beginning one Business Day following the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “"Commencement” " and the date of satisfaction of such conditions 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 Regular Purchase Notice from time to time, to purchase up to Two One Hundred Fifty Thousand Dollars (100,000) Purchase Shares, provided that the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $250,000) of Purchase Shares 0.25 and subject to adjustment as set forth below in this Section 2(a) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “"Regular Purchase Share Limit”"), at the Purchase Price on the Purchase Date (each such purchase, purchase a “"Regular Purchase”"); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Five to: (i) Two Hundred Fifty Thousand Dollars ($500,000250,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below a price that is equal to ninety percent $1.00, (90%ii) Three Hundred Thousand (300,000) Purchase Shares, if the Closing Sale Price of the DPCM Price Common Stock on such the applicable Purchase Date is not below $2.50 and (as iii) Four Hundred Thousand (400,000) Purchase Shares, if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $4.00 (all of which share and dollar amounts shall be appropriately proportionately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); provided that if, (ii) after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit shall be increased therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to up to Seven Hundred Fifty Thousand Dollars the Investor a Regular Purchase Notice hereunder for a Purchase Amount ($750,000calculated by multiplying (X) the number of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is Shares equal to one hundred twenty percent the Fully Adjusted Regular Purchase Share Limit, by (120%Y) of the DPCM Purchase Price per Purchase Share covered by such Regular Purchase Notice on such the applicable Purchase Date (as appropriately adjusted for any reorganizationtherefor) equal to or greater than the Alternate Adjusted Regular Purchase Share Limit, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (iii) the Regular Purchase Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be increased adjusted to up equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice; and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase, other than any Regular Purchase with respect to One which an Alternate Adjusted Regular Purchase Share Limit shall apply, shall not exceed Two Million Dollars ($1,000,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred forty percent (140%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction2,000,000). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio only with respect to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number 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 Regular Purchase Notice; provided provided, however, that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver a Regular Purchase Notices Notice to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) all Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected multiple times on the same Business Day as Day, provided the applicable Company has not failed to deliver Purchase Date, have theretofore been received by Shares for the Investor as DWAC Shares in accordance with this Agreementmost recent prior Regular Purchase. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following Closing and upon Upon the satisfaction of all of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions 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 Regular Purchase Notice from time to time, to purchase up to Two Hundred Fifty Twenty-Five Thousand Dollars ($250,00025,000) of Purchase Shares subject to adjustment as set forth below in this Section 2(a) (as it may be adjusted below, the each such purchase a “Regular Purchase Share LimitPurchase”), at the Purchase Price on the Purchase Date (each such purchase, a “Regular Purchase”)Date; provided, however, that (i) the Regular Purchase Share Limit shall may be increased to up to Five Hundred Forty Thousand Dollars ($500,00040,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to ninety percent (90%) of $0.75 on the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction)Date, (ii) the Regular Purchase Share Limit shall may be increased to up to Seven Hundred Fifty Sixty Thousand Dollars ($750,00060,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred twenty percent (120%) of $1.00 on the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction)Date, and (iii) the Regular Purchase Share Limit shall may be increased to up to One Million Dollars Eighty Thousand ($1,000,00080,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred forty percent (140%) of $1.25 on the DPCM Price on such Purchase Date (as all of which share and dollar amounts shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase shall not exceed Five Hundred Thousand Dollars ($500,000). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number 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 Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver multiple Regular Purchase Notices to the Investor as often as every Business Day, so long as at least one (i1) the Closing Sale Price of the Common Stock on such Business Day is not less than has passed since the Floor Price and (ii) all most recent Regular Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreementwas completed. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following Closing and upon Upon the satisfaction of all of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions 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 Regular Purchase Notice from time to time, to purchase up to Two Hundred Fifty Thirty Thousand Dollars ($250,00030,000) of Purchase Shares subject to adjustment as set forth below in this Section 2(a) (as it may be adjusted below, the each such purchase a “Regular Purchase Share LimitPurchase”), at the Purchase Price on the Purchase Date (each such purchase, a “Regular Purchase”)Date; provided, however, that (i) the Regular Purchase Share Limit shall may be increased to up to Five Hundred Forty Thousand Dollars ($500,00040,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to ninety percent (90%) of $5.00 on the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction)Date, (ii) the Regular Purchase Share Limit shall may be increased to up to Seven Hundred Fifty Thousand Dollars ($750,00050,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred twenty percent (120%) of $6.00 on the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganizationDate, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (iii) the Regular Purchase Share Limit shall may be increased to up to One Million Dollars Sixty Thousand ($1,000,00060,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price $7.50 on the Purchase Date, and (iv) the Regular Purchase may be increased to up to Seventy Thousand (70,000) Purchase Shares, provided that is equal to one hundred forty percent (140%) the Closing Sale Price of the DPCM Price Common Stock is not below $10.00 on such the Purchase Date (as all of which share and dollar amounts shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase shall not exceed One Million Dollars ($1,000,000). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number 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 Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver multiple Regular Purchase Notices to the Investor as often as every Business Day, so long as at least one (i1) the Closing Sale Price of the Common Stock on such Business Day is not less than has passed since the Floor Price and (ii) all most recent Regular Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreementwas completed. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following Closing and upon Upon the satisfaction of all of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions 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 Regular Purchase Notice from time to time, to purchase up to Two One Hundred Fifty Thousand Dollars ($250,000100,000) of Purchase Shares Shares, subject to adjustment as set forth below in this Section 2(a) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Five One Hundred Fifty Thousand Dollars ($500,000150,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below a price that is equal $1.00, and (ii) the Regular Purchase Share Limit shall be increased to ninety percent Two Hundred Thousand (90%200,000) Purchase Shares, if the Closing Sale Price of the DPCM Price Common Stock on such the applicable Purchase Date is not below $2.00 (as all of which share and dollar amounts shall be appropriately proportionately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); provided that if, (ii) after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit shall be increased therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to up the Investor a Regular Purchase Notice hereunder for a Purchase Amount (calculated by multiplying (X) the number of Purchase Shares equal to Seven the Fully Adjusted Regular Purchase Share Limit, by (Y) the Purchase Price per Purchase Share covered by such Regular Purchase Notice on the applicable Purchase Date therefor) equal to or greater than One Hundred Fifty Thousand Dollars ($750,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred twenty percent (120%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction100,000), and (iii) the Regular Purchase Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be increased adjusted to up equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice); provided, further, however, that the Investor’s committed obligation under any single Regular Purchase, other than any Regular Purchase with respect to One Million which an Alternate Adjusted Regular Purchase Share Limit shall apply, shall not exceed Five Hundred Thousand Dollars ($1,000,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred forty percent (140%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction500,000). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number 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 Regular Purchase Notice; provided provided, however, that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver a Regular Purchase Notices Notice to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) all Purchase Shares for subject to all prior Regular PurchasesPurchases and, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that if required to have been effected on the same issued prior to such Business Day as the applicable Purchase Datepursuant to Section 5(e), all Additional Commitment Shares, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices to the Investor during the PEA Period.

Commencement of Regular Sales of Common Stock. Following Closing and On the date of this Agreement, upon the satisfaction of the conditions set forth in Sections 7 7(I) and 8 8(I) hereof, the Company shall sell to the Investor and the Investor shall purchase 150,376 Purchase Shares (such initial Purchase Shares, the “Initial Purchase Shares”) for aggregate consideration of $400,000 (the “Initial Purchase Amount”). Upon the satisfaction of all of the conditions set forth in Sections 7(II) and 8(II) hereof (the “Commencement” and the date of satisfaction of such conditions 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 Regular Purchase Notice from time to time, to purchase up to Two Hundred Fifty Thirty Thousand Dollars ($250,00030,000) of Purchase Shares subject to adjustment as set forth below in this Section 2(a) (as it may be adjusted below, the each such purchase a “Regular Purchase Share LimitPurchase”), at the Purchase Price on the Purchase Date (each such purchase, a “Regular Purchase”)Date; provided, however, that (i) the Regular Purchase Share Limit shall may be increased to up to Forty-Five Hundred Thousand Dollars ($500,00045,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to ninety percent (90%) of $4.00 on the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction)Date, (ii) the Regular Purchase Share Limit shall may be increased to up to Seven Hundred Fifty Sixty Thousand Dollars ($750,00060,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred twenty percent (120%) of $5.00 on the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction)Date, and (iii) the Regular Purchase Share Limit shall may be increased to up to One Million Dollars Eighty Thousand ($1,000,00080,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred forty percent (140%) of $6.00 on the DPCM Price on such Purchase Date (as all of which share and dollar amounts shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); and provided, further, that the Investor’s committed obligation under any single Regular Purchase shall not exceed One Million Dollars ($1,000,000). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number 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 Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver multiple Regular Purchase Notices to the Investor as often as every Business Day, so long as at least one (i1) the Closing Sale Price of the Common Stock on such Business Day is not less than has passed since the Floor Price and (ii) all most recent Regular Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreementwas completed. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following Closing and upon Upon the satisfaction of all of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions 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 Regular Purchase Notice from time to time, to purchase up to Two Hundred Fifty Sixty Thousand Dollars ($250,00060,000) of Purchase Shares Shares, subject to adjustment as set forth below in this Section 2(a) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Five Hundred to: (i) Eighty Thousand Dollars ($500,00080,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below a price that is equal to ninety percent $5.50, and (90%ii) One Hundred Twenty Thousand (120,000) Purchase Shares, if the Closing Sale Price of the DPCM Price Common Stock on such the applicable Purchase Date is not below $7.00 (as all of which share and dollar amounts shall be appropriately proportionately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); provided that if, (ii) after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit shall be increased therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to up the Investor a Regular Purchase Notice hereunder for a Purchase Amount (calculated by multiplying (X) the number of Purchase Shares equal to Seven the Fully Adjusted Regular Purchase Share Limit, by (Y) the Purchase Price per Purchase Share covered by such Regular Purchase Notice on the applicable Purchase Date therefor) equal to or greater than One Hundred Fifty Thousand Dollars ($750,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred twenty percent (120%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction150,000), and (iii) the Regular Purchase Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be increased adjusted to up equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice); and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase, other than any Regular Purchase with respect to One which an Alternate Adjusted Regular Purchase Share Limit shall apply, shall not exceed Two Million Dollars ($1,000,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred forty percent (140%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction2,000,000). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number 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 Regular Purchase Notice; provided provided, however, that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver a Regular Purchase Notices Notice to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) all Purchase Shares for subject to all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices to the Investor during the PEA Period.

Commencement of Regular Sales of Common Stock. Following Closing and upon Beginning one (1) Business Day following the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) 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 Regular Purchase Notice from time to time, to purchase up to Two One Hundred Fifty Thousand Dollars ($250,000150,000) of Purchase Shares Shares, subject to adjustment as set forth below in this Section 2(a2(b) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall may be increased to up to Five Two Hundred Thousand Dollars ($500,000200,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to ninety percent (90%) of $1.25 on the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction)Date, (ii) the Regular Purchase Share Limit shall may be increased to up to Seven Two Hundred Fifty Thousand Dollars ($750,000250,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred twenty percent (120%) of $1.75 on the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganizationDate, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (iii) the Regular Purchase Share Limit shall may be increased to up to One Million Dollars Three Hundred Thousand ($1,000,000300,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price $2.50 on the Purchase Date and (iv) the Regular Purchase Share Limit may be increased to up to Four Hundred Thousand (400,000) Purchase Shares, provided that is equal to one hundred forty percent (140%) the Closing Sale Price of the DPCM Price Common Stock is not below $3.00 on such the Purchase Date (as all of which amounts shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); and provided, further, however, that if, after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to the Investor a Regular Purchase Notice hereunder for a Purchase Amount (calculated by multiplying (X) the number of Purchase Shares equal to the Fully Adjusted Regular Purchase Share Limit, by (Y) the Purchase Price per Purchase Share covered by such Regular Purchase Notice on the applicable Purchase Date therefor) equal to or greater than One Hundred Fifty Thousand Dollars ($150,000), the Regular Purchase Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be adjusted to equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice; and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase, other than any Regular Purchase with respect to which an Alternate Adjusted Regular Purchase Share Limit shall apply, shall not exceed One Million and Five Hundred Thousand Dollars ($1,500,000), unless the parties mutually agree to increase the dollar amount of any Regular Purchase on any Purchase Date at the applicable Purchase Price. If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided provided, however, that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver multiple Regular Purchase Notices to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is Company has not less than the Floor Price and (ii) all failed to deliver Purchase Shares for subject to all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any a Regular Purchase Notices Notice to the Investor during the PEA Period.

Commencement of Regular Sales of Common Stock. Following Closing and upon Upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions 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 Regular Purchase Notice from time to time, to purchase up to Two Hundred Fifty Thousand Dollars ($250,000200,000) of Purchase Shares Shares, subject to adjustment as set forth below in this Section 2(a) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) if, after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit shall be increased therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to up the Investor a Regular Purchase Notice hereunder for a Purchase Amount (calculated by multiplying (X) the number of Purchase Shares equal to Five the Fully Adjusted Regular Purchase Share Limit, by (Y) the Purchase Price per Purchase Share covered by such Regular Purchase Notice on the applicable Purchase Date therefor) equal to or greater than Two Hundred Thousand Dollars ($500,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to ninety percent (90%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction200,000), (ii) the Regular Purchase Share Limit for such Regular Purchase Notice shall not be increased fully adjusted to up to Seven Hundred Fifty Thousand Dollars ($750,000) of equal the applicable Fully Adjusted Regular Purchase SharesShare Limit, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred twenty percent (120%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (iii) but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be increased adjusted to up equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice; and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase, other than any Regular Purchase with respect to One which an Alternate Adjusted Regular Purchase Share Limit shall apply, shall not exceed Four Million Dollars ($1,000,0004,000,000), unless the parties mutually agree to increase the Regular Purchase Share Limit on any Purchase Date up to Two Million (2,000,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred forty percent (140%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number amount of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver Regular Purchase Notices to the Investor as often as every Business Day, so and upon mutual agreement of the parties may deliver multiple Purchase Notices in a Business Day, in each case as long as (i) the Closing Sale Price of the Common Stock on such Business Day is Company has not less than the Floor Price and (ii) all failed to deliver Purchase Shares for subject to all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following Closing and upon Beginning one (1) Business Day following the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) 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 Regular Purchase Notice from time to time, to purchase up to Two One Hundred Fifty Seventy-Five Thousand Dollars ($250,000175,000) of Purchase Shares Shares, subject to adjustment as set forth below in this Section 2(a2(b) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall may be increased to up to Two Hundred Twenty-Five Hundred Thousand Dollars ($500,000225,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to ninety percent (90%) of $1.25 on the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction)Date, (ii) the Regular Purchase Share Limit shall may be increased to up to Seven Two Hundred Fifty Seventy-Five Thousand Dollars ($750,000275,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred twenty percent (120%) of $1.75 on the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganizationDate, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (iii) the Regular Purchase Share Limit shall may be increased to up to One Million Dollars Three Hundred Twenty-Five Thousand ($1,000,000325,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price $2.50 on the Purchase Date and (iv) the Regular Purchase Share Limit may be increased to up to Four Hundred Twenty-Five Thousand (425,000) Purchase Shares, provided that is equal to one hundred forty percent (140%) the Closing Sale Price of the DPCM Price Common Stock is not below $3.00 on such the Purchase Date (as all of which amounts shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); and provided, further, however, that if, after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to the Investor a Regular Purchase Notice hereunder for a Purchase Amount (calculated by multiplying (X) the number of Purchase Shares equal to the Fully Adjusted Regular Purchase Share Limit, by (Y) the Purchase Price per Purchase Share covered by such Regular Purchase Notice on the applicable Purchase Date therefor) equal to or greater than One Hundred Fifty Thousand Dollars ($150,000), the Regular Purchase Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be adjusted to equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice; and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase, other than any Regular Purchase with respect to which an Alternate Adjusted Regular Purchase Share Limit shall apply, shall not exceed One Million and Five Hundred Thousand Dollars ($1,500,000), unless the parties mutually agree to increase the dollar amount of any Regular Purchase on any Purchase Date at the applicable Purchase Price. If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided provided, however, that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver multiple Regular Purchase Notices to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is Company has not less than the Floor Price and (ii) all failed to deliver Purchase Shares for subject to all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any a Regular Purchase Notices Notice to the Investor during the PEA Period.

Commencement of Regular Sales of Common Stock. Following Closing and upon Upon the satisfaction of all of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions 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 Regular Purchase Notice from time to time, to purchase up to Two Hundred Fifty Seventy-Five Thousand Dollars ($250,00075,000) of Purchase Shares Shares, subject to adjustment as set forth below in this Section 2(a) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Five One Hundred Thousand Dollars ($500,000100,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock Shares on the applicable Purchase Date is not below a price that is equal $0.75, and (ii) the Regular Purchase Share Limit shall be increased to ninety percent One Hundred Fifty Thousand (90%150,000) Purchase Shares, if the Closing Sale Price of the DPCM Price Common Shares on such the applicable Purchase Date is not below $1.25 (as all of which share and dollar amounts shall be appropriately proportionately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); provided that if, (ii) after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit shall be increased therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to up the Investor a Regular Purchase Notice hereunder for a Purchase Amount (calculated by multiplying (X) the number of Purchase Shares equal to Seven Hundred Fifty the Fully Adjusted Regular Purchase Share Limit, by (Y) the Purchase Price per Purchase Share covered by such Regular Purchase Notice on the applicable Purchase Date therefor) equal to or greater than Forty Thousand Dollars ($750,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred twenty percent (120%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction40,000), and (iii) the Regular Purchase Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be increased adjusted to up equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice); and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase, other than any Regular Purchase with respect to One Million which an Alternate Adjusted Regular Purchase Share Limit shall apply, shall not exceed Five Hundred Thousand Dollars ($1,000,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred forty percent (140%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction500,000). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number 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 Regular Purchase Notice; provided provided, however, that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver a Regular Purchase Notices Notice to the Investor as often as every Business Day, so long as the Company has not failed to deliver Purchase Shares for the most recent prior Regular Purchase. Notwithstanding the foregoing, (i) the Company may not deliver a Regular Purchase Notice to the Investor, and the Investor and the Company shall not effect any Regular Purchase under this Agreement, on any Purchase Date that the Closing Sale Price of the Common Stock on such Business Day Shares is not less than the Floor Price and (ii) all Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices to the Investor during the PEA Period.

Commencement of Regular Sales of Common Stock. Following Closing and upon Upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions 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 Regular Purchase Notice from time to time, to purchase up to Two Hundred Fifty Twenty Thousand Dollars ($250,00020,000) Purchase Shares (such maximum number of Purchase Shares subject to adjustment Shares, as set forth below in this Section 2(a) (as it may be adjusted belowfrom time to time pursuant to this Section 2(b), the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date, provided that the Closing Sale Price of the Common Stock is not below the Floor Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall may be increased to up to Five Hundred Thirty Thousand Dollars ($500,00030,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to ninety percent (90%) of $2.00 on the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction)Date, (ii) the Regular Purchase Share Limit shall may be increased to up to Seven Hundred Fifty Forty Thousand Dollars ($750,00040,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred twenty percent (120%) of $3.00 on the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (iii) the Regular Purchase Share Limit shall may be increased to up to One Million Dollars Fifty Thousand ($1,000,00050,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price $4.00 on the Purchase Date; provided, further, that is equal to one hundred forty percent (140%) of if, the DPCM Price on such Fully Adjusted Regular Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction). If Share Limit then in effect would preclude the Company delivers any from delivering to the Investor a Regular Purchase Notice hereunder for a Purchase Amount equal to or greater than the Alternate Adjusted Regular Purchase Share Limit, the Alternate Adjusted Regular Purchase Share Limit shall apply in excess lieu of the limitations contained in the immediately preceding sentence, such Fully Adjusted Regular Purchase Notice shall be void ab initio to Share Limit; and provided, further, however, that the extentInvestor’s committed obligation under any single Regular Purchase, and only to the extent, of the amount by which the number of Purchase Shares set forth in such other than any Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) of Purchase Shares with respect to 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 an Alternate Adjusted Regular Purchase Notice; provided that the Investor Share Limit shall remain obligated to purchase the dollar amount apply, shall not exceed One Million Dollars (based on the applicable Purchase Price) of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice$1,000,000). The Company may deliver multiple Regular Purchase Notices to the Investor in a day as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) all Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any a Regular Purchase Notices Notice to the Investor during the PEA Period.

Commencement of Regular Sales of Common Stock. Following Closing and upon Upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions 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 Regular Purchase Notice from time to time, to purchase up to Two Hundred Fifty Thousand Dollars ($250,00050,000) of Purchase Shares subject to adjustment as set forth below in this Section 2(a) (as it may be adjusted below, the each such purchase a “Regular Purchase Share LimitPurchase”), at the Purchase Price on the applicable Purchase Date (each such purchase, a “Regular Purchase”)Date; provided, however, that (i) the Regular Purchase Share Limit shall may be increased to up to Seventy-Five Hundred Thousand Dollars ($500,00075,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to ninety percent (90%) of $4.00 on the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction)Date, (ii) the Regular Purchase Share Limit shall may be increased to up to Seven One Hundred Fifty Thousand Dollars ($750,000100,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred twenty percent (120%) of $5.00 on the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction)Date, and (iii) the Regular Purchase Share Limit shall may be increased to up to One Million Dollars Hundred Twenty-Five Thousand ($1,000,000125,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred forty percent (140%) of $6.00 on the DPCM Price on such Purchase Date (as all of which share and dollar amounts shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); provided, further, however, that the Investor’s committed obligation under any single Regular Purchase shall not exceed Seven Hundred Fifty Thousand Dollars ($750,000), unless the parties mutually agree to increase the dollar amount of any Regular Purchase on any Purchase Date at the applicable Purchase Price. If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number 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 Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver multiple Regular Purchase Notices to the Investor as often as every Business Day, so long as at least one (i1) the Closing Sale Price of the Common Stock on such Business Day is not less than has passed since the Floor Price and (ii) all Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any most recent Regular Purchase Notices during the PEA Periodwas completed.

Commencement of Regular Sales of Common Stock. Following Closing and upon Upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”), the Investor shall purchase $2,000,000 worth of Purchase Shares (such purchase the “Initial Purchase” and such Purchase Shares are referred herein as “Initial Purchase Shares”) and thereafterat a price equal to $4.00 per share. Beginning one (1) Business Day following the Commencement Date, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Two Hundred Fifty Thousand Dollars ($250,00050,000) of Purchase Shares subject to adjustment as set forth below in this Section 2(a) (as it may be adjusted below, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit which amount shall be increased to up to Five Hundred Thousand Dollars ($500,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to ninety percent (90%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction) (each such purchase a “Regular Purchase”), (ii) at the Purchase Price on the applicable Purchase Date; provided, however, that the Investor’s committed obligation under any single Regular Purchase Share Limit shall be increased to up to Seven not exceed Five Hundred Fifty Thousand Dollars ($750,000) 500,000), unless the parties mutually agree to increase the dollar amount of any Regular Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred twenty percent (120%) of the DPCM Price on such any Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (iii) at the Regular applicable Purchase Share Limit shall be increased to up to One Million Dollars ($1,000,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred forty percent (140%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction)Price. If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number 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 Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver multiple Regular Purchase Notices to the Investor as often as every Business Day, so long as at least one (i1) the Closing Sale Price of the Common Stock on such Business Day is not less than has passed since the Floor Price and (ii) all Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any most recent Regular Purchase Notices during the PEA Periodwas completed.

Commencement of Regular Sales of Common Stock. Following Closing and On the date of this Agreement, upon the satisfaction of the conditions set forth in Sections 7 7(I) and 8 8(I) hereof, the Company shall sell to the Investor and the Investor shall purchase 1,666,667 Purchase Shares (such initial Purchase Shares, the “Initial Purchase Shares”) for aggregate consideration of $250,000 (the “Initial Purchase Amount”). Upon the satisfaction of the conditions set forth in Sections 7(II) and 8(II) hereof (the “Commencement” and the date of satisfaction of such conditions 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 Regular Purchase Notice from time to time, to purchase up to Two One Hundred Fifty Thousand Dollars ($250,000150,000) of Purchase Shares subject to adjustment as set forth below in this Section 2(a) (as it may be adjusted below, the each such purchase a “Regular Purchase Share LimitPurchase”), at the Purchase Price on the Purchase Date (each such purchase, a “Regular Purchase”)Date; provided, however, that (i) the Regular Purchase Share Limit shall may be increased to up to Five Two Hundred Thousand Dollars ($500,000200,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to ninety percent (90%) of $0.30 on the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction)Date, (ii) the Regular Purchase Share Limit shall may be increased to up to Seven Two Hundred Fifty Seventy-Five Thousand Dollars ($750,000275,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred twenty percent (120%) of $0.40 on the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction)Date, and (iii) the Regular Purchase Share Limit shall may be increased to up to One Million Dollars Three Hundred Fifty Thousand ($1,000,000350,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred forty percent (140%) of $0.50 on the DPCM Price on such Purchase Date (as all of which share and dollar amounts shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number 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 Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver multiple Regular Purchase Notices to the Investor as often as every Business Day, so long as at least one (i1) the Closing Sale Price of the Common Stock on such Business Day is not less than has passed since the Floor Price and (ii) all most recent Regular Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreementwas completed. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following Closing and upon Upon the satisfaction of all of the conditions set forth in Sections 7 7(II) and 8 8(II) hereof (the “Commencement” and the date of satisfaction of such conditions 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 Regular Purchase Notice from time to time, to purchase up to Two Hundred Fifty Thousand Dollars ($250,000200,000) of Purchase Shares Shares, subject to adjustment as set forth below in this Section 2(a2(b) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Five Two Hundred Fifty Thousand Dollars ($500,000250,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below a price that is equal $0.20, and (ii) the Regular Purchase Share Limit shall be increased to ninety percent Five Hundred Thousand (90%500,000) Purchase Shares, if the Closing Sale Price of the DPCM Price Common Stock on such the applicable Purchase Date is not below $0.50 (as all of which share and dollar amounts shall be appropriately proportionately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); provided that if, (ii) after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit shall be increased therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to up the Investor a Regular Purchase Notice hereunder for a Purchase Amount (calculated by multiplying (X) the number of Purchase Shares equal to Seven Hundred the Fully Adjusted Regular Purchase Share Limit, by (Y) the Purchase Price per Purchase Share covered by such Regular Purchase Notice on the applicable Purchase Date therefor) equal to or greater than Fifty Thousand Dollars ($750,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred twenty percent (120%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction50,000), and (iii) the Regular Purchase Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be increased adjusted to up equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice); and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase, other than any Regular Purchase with respect to One Million which an Alternate Adjusted Regular Purchase Share Limit shall apply, shall not exceed Five Hundred Thousand Dollars ($1,000,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred forty percent (140%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction500,000). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number 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 Regular Purchase Notice; provided provided, however, that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver a Regular Purchase Notices Notice to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) all Purchase Shares for subject to all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices to the Investor during the PEA Period.

Commencement of Regular Sales of Common Stock. Following Closing and upon Upon the satisfaction of all of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”), the Investor shall purchase from the Company, and the Company shall issue or cause to be issued and sell to the Investor, for a total purchase price of Five Hundred Fifteen Thousand Dollars ($515,000) (the “Initial Purchase Price”), 128,750 Purchase Shares (the “Initial Purchase Shares”), at a price of $4.00 per Purchase Share (the “Initial Purchase”). Beginning one (1) Business Day following 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 Regular Purchase Notice from time to timetime in accordance with this Agreement, to purchase up to Two Hundred Fifty Twenty-Five Thousand Dollars ($250,00025,000) of Purchase Shares Shares, subject to adjustment as set forth below in this Section 2(a) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Thirty-Five Hundred Thousand Dollars ($500,00035,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below a price that is equal $3.50, and (ii) the Regular Purchase Share Limit shall be increased to ninety percent Fifty Thousand (90%50,000) Purchase Shares, if the Closing Sale Price of the DPCM Price Common Stock on such the applicable Purchase Date is not below $4.00 (as all of which share and dollar amounts shall be appropriately proportionately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction; provided that if, after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to the Investor, on a Purchase Date for a Regular Purchase hereunder, a Regular Purchase Notice for a Purchase Amount equal to or greater than Seventy-Five Thousand Dollars ($75,000) (which shall be determined by multiplying (X) the Fully Adjusted Regular Purchase Share Limit then in effect on such Purchase Date, by (Y) the applicable Purchase Price per Purchase Share for such Regular Purchase calculated in accordance with this Agreement), (ii) the Regular Purchase Share Limit shall not be increased fully adjusted to up equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather shall be adjusted to Seven Hundred Fifty Thousand Dollars ($750,000) of equal the applicable Alternate Adjusted Regular Purchase SharesShare Limit); and provided, provided further, however, that the Closing Sale Price of the Common Stock is not below a price that is equal Investor’s maximum committed obligation under any single Regular Purchase, other than any Regular Purchase with respect to one hundred twenty percent (120%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (iii) the which an Alternate Adjusted Regular Purchase Share Limit shall be increased to up to One Million apply, shall not exceed Five Hundred Thousand Dollars ($1,000,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred forty percent (140%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction500,000). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number 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 Regular Purchase Notice; provided provided, however, that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice; and provided, further, however, that the parties may mutually agree to increase the Regular Purchase Share Limit applicable to any Regular Purchase and/or the Investor’s maximum committed obligation under any Regular Purchase on the applicable Purchase Date therefor, and all of the Purchase Shares subject to such increased Regular Purchase shall be purchased by the Investor at the applicable Purchase Price therefor calculated in accordance with this Agreement. The Company may deliver a Regular Purchase Notices Notice to the Investor as often as every Business Day, so long as (i) the Company has not failed to deliver Purchase Shares for the most recent prior Regular Purchase. Notwithstanding the foregoing, the Company may not deliver a Regular Purchase Notice to the Investor, and the Investor and the Company shall not effect any Regular Purchase under this Agreement, on any Purchase Date that the Closing Sale Price of the Common Stock on such Business Day Shares is not less than the Floor Price and (ii) all Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA PeriodPrice.

Commencement of Regular Sales of Common Stock. Following Closing and upon Beginning one Business Day following the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions 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 Regular Purchase Notice from time to time, to purchase up to Two Hundred Fifty Thousand Dollars (200,000) Purchase Shares, provided that the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $250,000) of Purchase Shares 0.50 and subject to adjustment as set forth below in this Section 2(a) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to to: (i) up to Five Two Hundred and Fifty Thousand Dollars ($500,000250,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below a price that is equal $1.50, (ii) up to ninety percent Three Hundred Thousand (90%300,000) Purchase Shares, if the Closing Sale Price of the DPCM Price Common Stock on such the applicable Purchase Date is not below $3.00, and (as iii) up to Four Hundred Thousand (400,000) Purchase Shares, if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $5.00 (all of which share and dollar amounts shall be appropriately proportionately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); provided that if, (ii) after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit shall be increased therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to up to Seven Hundred Fifty Thousand Dollars the Investor a Regular Purchase Notice hereunder for a Purchase Amount ($750,000calculated by multiplying (X) the number of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is Shares equal to one hundred twenty percent the Fully Adjusted Regular Purchase Share Limit, by (120%Y) of the DPCM Purchase Price per Purchase Share covered by such Regular Purchase Notice on such the applicable Purchase Date (as appropriately adjusted for any reorganizationtherefor) equal to or greater than the Alternate Adjusted Regular Purchase Share Limit, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (iii) the Regular Purchase Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be increased adjusted to up equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice; and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase, other than any Regular Purchase with respect to One which an Alternate Adjusted Regular Purchase Share Limit shall apply, shall not exceed Two Million Five Hundred Thousand Dollars ($1,000,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred forty percent (140%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction2,500,000). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio only with respect to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number 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 Regular Purchase Notice; provided provided, however, that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver a Regular Purchase Notices Notice to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) all Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected multiple times on the same Business Day as Day, provided the applicable Company has not failed to deliver Purchase Date, have theretofore been received by Shares for the Investor as DWAC Shares in accordance with this Agreementmost recent prior Regular Purchase. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following Closing and upon Beginning one (1) Business Day following the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “"Commencement” " and the date of satisfaction of such conditions 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 Regular Purchase Notice from time to time, to purchase up to Two One Hundred Fifty Thousand Dollars Twenty-Five ($250,000125,000) of Purchase Shares Shares, subject to adjustment as set forth below in this Section 2(a) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “"Regular Purchase Share Limit”"), at the Purchase Price on the Purchase Date (each such purchase, purchase a “"Regular Purchase”"); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Five to: (i) One Hundred Fifty Thousand Dollars ($500,000150,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below a price that is equal to ninety percent $0.50, (90%ii) Two Hundred Thousand (200,000) Purchase Shares, if the Closing Sale Price of the DPCM Price Common Stock on such the applicable Purchase Date is not below $0.75, (as iii) Two Hundred Fifty Thousand (250,000) Purchase Shares if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $1.00, and (iv) Three Hundred Thousand (300,000) Purchase Shares if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $1.25 (all of which share and dollar amounts shall be appropriately proportionately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); provided that if, (ii) after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit shall be increased therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to up to Seven Hundred Fifty Thousand Dollars the Investor a Regular Purchase Notice hereunder for a Purchase Amount ($750,000calculated by multiplying (X) the number of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is Shares equal to one hundred twenty percent the Fully Adjusted Regular Purchase Share Limit, by (120%Y) of the DPCM Purchase Price per Purchase Share covered by such Regular Purchase Notice on such the applicable Purchase Date (as appropriately adjusted for any reorganizationtherefor) equal to or greater than the Alternate Adjusted Regular Purchase Share Limit, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (iii) the Regular Purchase Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be increased adjusted to up equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice; and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase, other than any Regular Purchase with respect to which an Alternate Adjusted Regular Purchase Share Limit shall apply, shall not exceed One Million Five Hundred Thousand Dollars ($1,000,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred forty percent (140%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction1,500,000). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio only with respect to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number 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 Regular Purchase Notice; provided provided, however, that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver a Regular Purchase Notices Notice to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) all Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected multiple times on the same Business Day as Day, provided the applicable Company has not failed to deliver Purchase Date, have theretofore been received by Shares for the Investor as DWAC Shares in accordance with this Agreementmost recent prior Regular Purchase. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following Closing and upon Upon the satisfaction of all of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions 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 Regular Purchase Notice from time to time, to purchase up to Two Three Hundred Fifty Thousand Dollars ($250,000300,000) of Purchase Shares subject to adjustment as set forth below in this Section 2(a) (as it may be adjusted below, the each such purchase a “Regular Purchase Share LimitPurchase”), at the Purchase Price on the Purchase Date (each such purchase, a “Regular Purchase”)Date; provided, however, that (i) the Regular Purchase Share Limit shall may be increased to up to Five Three Hundred Fifty Thousand Dollars ($500,000350,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to ninety percent (90%) of $1.50 on the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganizationDate, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (ii) the Regular Purchase Share Limit shall may be increased to up to Seven Four Hundred Fifty Thousand Dollars ($750,000400,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred twenty percent (120%) of $2.00 on the DPCM Price on such Purchase Date (as all of which share and dollar amounts shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); and provided, and (iii) further, however, that the Investor’s committed obligation under any single Regular Purchase Share Limit shall be increased to up to not exceed One Million Dollars ($1,000,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred forty percent (140%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number 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 Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver multiple Regular Purchase Notices to the Investor as often as every Business Day, so long as at least one (i1) the Closing Sale Price of the Common Stock on such Business Day is not less than has passed since the Floor Price and (ii) all most recent Regular Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreementwas completed. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following Closing and upon Upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions 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 Regular Purchase Notice from time to time, to purchase up to Two Hundred Fifty Thousand Dollars One Million ($250,0001,000,000) Purchase Shares (such maximum number of Purchase Shares subject to adjustment Shares, as set forth below in this Section 2(a) (as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall may be increased to up to Five One Million Two Hundred Fifty Thousand Dollars ($500,0001,250,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to ninety percent (90%) of $0.30 on the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction)Date, (ii) the Regular Purchase Share Limit shall may be increased to up to Seven One Million Five Hundred Fifty Thousand Dollars ($750,0001,500,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred twenty percent (120%) of $0.40 on the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (iii) the Regular Purchase Share Limit shall may be increased to up to One Million Dollars Seven Hundred Fifty Thousand ($1,000,0001,750,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price $0.50 on the Purchase Date; provided that is equal to one hundred forty percent (140%) of if, the DPCM Price on such Fully Adjusted Regular Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction). If Share Limit then in effect would preclude the Company delivers any from delivering to the Investor a Regular Purchase Notice hereunder for a Purchase Amount equal to or greater the Alternate Adjusted Regular Purchase Share Limit, the Alternate Adjusted Regular Purchase Share Limit shall apply in excess lieu of the limitations contained in the immediately preceding sentence, such Fully Adjusted Regular Purchase Notice shall be void ab initio to Share Limit; and provided, further, however, that the extentInvestor’s committed obligation under any single Regular Purchase, and only to the extent, of the amount by which the number of Purchase Shares set forth in such other than any Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) of Purchase Shares with respect to 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 an Alternate Adjusted Regular Purchase Notice; provided that the Investor Share Limit shall remain obligated to purchase the dollar amount apply, shall not exceed One Million Dollars (based on the applicable Purchase Price) of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice$1,000,000). The Company may deliver multiple Regular Purchase Notices to the Investor in a day as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) all Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any a Regular Purchase Notices Notice to the Investor during the PEA Period.

Commencement of Regular Sales of Common Stock. Following Closing and upon Upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”), the Investor shall purchase $2,025,000 worth of Purchase Shares (such purchase the “Initial Purchase” and such Purchase Shares are referred to herein as “Initial Purchase Shares”) and thereafterat a price equal to $1.50 per share. Beginning one (1) Business Day following the Commencement Date, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Two One Hundred Fifty Thousand Dollars ($250,000150,000) of Purchase Shares subject to adjustment as set forth below in this Section 2(a) (as it may be adjusted below, the each such purchase a “Regular Purchase Share LimitPurchase”), at the Purchase Price on the Purchase Date (each such purchase, a “Regular Purchase”)Date; provided, however, that (i) the Regular Purchase Share Limit shall may be increased to up to One Hundred Seventy-Five Hundred Thousand Dollars ($500,000175,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to ninety percent (90%) of $2.50 on the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction)Date, (ii) the Regular Purchase Share Limit shall may be increased to up to Seven Two Hundred Fifty Thousand Dollars ($750,000200,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred twenty percent (120%) of $3.00 on the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction)Date, and (iii) the Regular Purchase Share Limit shall may be increased to up to One Million Dollars Two Hundred Fifty Thousand ($1,000,000250,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred forty percent (140%) of $3.50 on the DPCM Price on such Purchase Date (as all of which amounts shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); and provided, further, that the Investor’s committed obligation under any single Regular Purchase shall not exceed One Million Dollars ($1,000,000), unless the parties mutually agree to increase the dollar amount of any Regular Purchase on any Purchase Date at the applicable Purchase Price. If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number 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 Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver multiple Regular Purchase Notices to the Investor as often as every Business Day, so long as at least one (i1) the Closing Sale Price of the Common Stock on such Business Day is not less than has passed since the Floor Price and (ii) all Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any most recent Regular Purchase Notices during the PEA Periodwas completed.

Commencement of Regular Sales of Common Stock. Following Closing and upon Beginning one (1) Business Day following the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions conditions, 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 Regular Purchase Notice from time to timetime on any Purchase Date on which the Closing Sale Price is not below the Floor Price, to purchase up to Two One Hundred Fifty Thousand Dollars ($250,000100,000) of Purchase Shares Shares, subject to adjustment as set forth below in this Section 2(a) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit all of which share and dollar amounts shall be increased to up to Five Hundred Thousand Dollars ($500,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to ninety percent (90%) of the DPCM Price on such Purchase Date (as appropriately proportionately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); provided that if, (ii) after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit shall be increased therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to up to Seven Hundred Fifty Thousand Dollars the Investor a Regular Purchase Notice hereunder for a Purchase Amount ($750,000calculated by multiplying (X) the number of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is Shares equal to one hundred twenty percent the Fully Adjusted Regular Purchase Share Limit, by (120%Y) of the DPCM Purchase Price per Purchase Share covered by such Regular Purchase Notice on such the applicable Purchase Date (as appropriately adjusted for any reorganizationtherefor) equal to or greater than the Alternate Adjusted Regular Purchase Share Limit, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (iii) the Regular Purchase Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be increased adjusted to up equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice; and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase, other than any Regular Purchase with respect to which an Alternate Adjusted Regular Purchase Share Limit shall apply, shall not exceed One Million Five Hundred Thousand Dollars ($1,000,0001,500,000) of Purchase Sharesand provided, provided further, however, that the Closing Sale Price of parties may mutually agree to increase the Common Stock is not below a price that is equal to one hundred forty percent (140%) of the DPCM Price on such Regular Purchase Date (as appropriately adjusted Share Limit for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction)Regular Purchase to a number of shares greater than the Regular Purchase Share limit then in effect. If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio only with respect to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number 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 Regular Purchase Notice; provided provided, however, that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver Regular Purchase Notices to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of Company has not failed to deliver Purchase Shares for the Common Stock on most recent prior Regular Purchase; provided, the Company shall be permitted to deliver a Regular Purchase Notice to the Investor following any such Business Day is not less than the Floor Price and (ii) failure to deliver as long as all Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on so delivered at the same Business Day as the applicable time of any Regular Purchase Date, have theretofore been received by the Investor as DWAC Shares in accordance with this AgreementNotice. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following Closing and upon Upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions 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 Regular Purchase Notice from time to time, to purchase up to Two One Hundred Fifty Thousand Dollars ($250,000100,000) of Purchase Shares subject to adjustment as set forth below in this Section 2(a) (as it may be adjusted below, the each such purchase a “Regular Purchase Share LimitPurchase”), at the Purchase Price on the Purchase Date (each such purchase, a “Regular Purchase”)Date; provided, however, that (i) the Regular Purchase Share Limit shall may be increased to up to Five One Hundred Fifty Thousand Dollars ($500,000150,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to ninety percent (90%) of $0.75 on the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganizationDate, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (ii) the Regular Purchase Share Limit shall may be increased to up to Seven Two Hundred Fifty Thousand Dollars ($750,000200,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred twenty percent (120%) of $1.00 on the DPCM Price on such Purchase Date (as all of which share and dollar amounts shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); provided, and (iii) further, however, that the Investor’s committed obligation under any single Regular Purchase Share Limit shall be increased to up to One Million not exceed Five Hundred Thousand Dollars ($1,000,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred forty percent (140%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction500,000). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number amount of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) 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 Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver multiple Regular Purchase Notices to the Investor as often as every Business Day, so long as at least one (i1) the Closing Sale Price of the Common Stock on such Business Day is not less than has passed since the Floor Price and (ii) all most recent Regular Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreementwas completed. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following Closing and upon Upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions 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 Regular Purchase Notice from time to time, to purchase up to Two Hundred Fifty Thousand Dollars ($250,00050,000) of Purchase Shares subject to adjustment as set forth below in this Section 2(a) (as it may be adjusted below, the each such purchase a “Regular Purchase Share LimitPurchase”), at the Purchase Price on the Purchase Date (each such purchase, a “Regular Purchase”)Date; provided, however, that (i) the Regular Purchase Share Limit shall may be increased to up to Seventy-Five Hundred Thousand Dollars ($500,00075,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to ninety percent (90%) of $1.00 on the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction)Date, (ii) the Regular Purchase Share Limit shall may be increased to up to Seven One Hundred Fifty Thousand Dollars ($750,000100,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred twenty percent (120%) of $1.50 on the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganizationDate, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (iii) the Regular Purchase Share Limit shall may be increased to up to One Million Dollars Hundred Twenty-Five Thousand ($1,000,000125,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price $2.00 on the Purchase Date, and (iv) the Regular Purchase may be increased to up to One Hundred Fifty Thousand (150,000) Purchase Shares, provided that is equal to one hundred forty percent (140%) the Closing Sale Price of the DPCM Price Common Stock is not below $2.50 on such the Purchase Date (as all of which share and dollar amounts shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); provided, further, however, that the Investor’s committed obligation under any single Regular Purchase shall not exceed Five Hundred Thousand Dollars ($500,000). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number amount of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) 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 Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver multiple Regular Purchase Notices to the Investor as often as every Business Day, so long as at least one (i1) the Closing Sale Price of the Common Stock on such Business Day is not less than has passed since the Floor Price and (ii) all most recent Regular Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreementwas completed. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following Closing and upon Upon the satisfaction of all of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions 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 Regular Purchase Notice from time to time, to purchase up to Two One Hundred Fifty Thousand Dollars ($250,000150,000) of Purchase Shares subject to adjustment as set forth below in this Section 2(a) (as it may be adjusted below, the each such purchase a “Regular Purchase Share LimitPurchase”), at the Purchase Price on the Purchase Date (each such purchase, a “Regular Purchase”)Date; provided, however, that (i) the Regular Purchase Share Limit shall may be increased to up to One Hundred Seventy-Five Hundred Thousand Dollars ($500,000175,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to ninety percent (90%) of $0.75 on the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction)Date, (ii) the Regular Purchase Share Limit shall may be increased to up to Seven Two Hundred Fifty Thousand Dollars ($750,000200,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred twenty percent (120%) of $1.00 on the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction)Date, and (iii) the Regular Purchase Share Limit shall may be increased to up to One Million Dollars Two Hundred Fifty Thousand ($1,000,000250,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred forty percent (140%) of $1.50 on the DPCM Price on such Purchase Date (as all of which share and dollar amounts shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase shall not exceed One Million Dollars ($1,000,000). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number 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 Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver multiple Regular Purchase Notices to the Investor as often as every Business Day, so long as at least one (i1) the Closing Sale Price of the Common Stock on such Business Day is not less than has passed since the Floor Price and (ii) all Purchase Shares for all most recent prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by the Investor as DWAC Shares in accordance with this AgreementNotice was delivered. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following Closing and upon Upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions 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 Regular Purchase Notice from time to time, to purchase up to Two One Hundred Fifty Twenty-Five Thousand Dollars ($250,000125,000) of Purchase Shares subject to adjustment as set forth below in this Section 2(a) (as it may be adjusted below, the each such purchase a “Regular Purchase Share LimitPurchase”), at the Purchase Price on the Purchase Date (each such purchase, a “Regular Purchase”)Date; provided, however, that (i) the Regular Purchase Share Limit shall may be increased to up to Five One Hundred Fifty Thousand Dollars ($500,000150,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to ninety percent (90%) of $1.00 on the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganizationDate, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (ii) the Regular Purchase Share Limit shall may be increased to up to Seven Two Hundred Fifty Thousand Dollars ($750,000200,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred twenty percent (120%) of $1.50 on the DPCM Price on such Purchase Date (as all of which share and dollar amounts shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); provided that if, and (iii) after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit shall be increased therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to up the Investor a Regular Purchase Notice hereunder for a Purchase Amount (calculated by multiplying (X) the number of Purchase Shares equal to One Million the Fully Adjusted Regular Purchase Share Limit, by (Y) the Purchase Price per Purchase Share covered by such Regular Purchase Notice on the applicable Purchase Date therefor) equal to or greater than Five Hundred Thousand Dollars ($1,000,000) 500,000), the Regular Purchase Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be adjusted to equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase SharesDate for such Regular Purchase Notice); provided, provided further, however, that the Closing Sale Price of the Common Stock is Investor’s committed obligation under any single Regular Purchase shall not below a price that is equal to one hundred forty percent exceed Five Hundred Thousand Dollars (140%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction$500,000). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number amount of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) 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 Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver a Regular Purchase Notices Notice to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is Company has not less than the Floor Price and (ii) all failed to deliver Purchase Shares for all the most recent prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by the Investor as DWAC Shares in accordance with this AgreementPurchase. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

Commencement of Regular Sales of Common Stock. Following Closing and upon Upon the satisfaction of all of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions 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 Regular Purchase Notice from time to time, to purchase up to Two Five Hundred Fifty Thousand Dollars ($250,000500,000) of Purchase Shares subject to adjustment as set forth below in this Section 2(a) (as it may be adjusted below, the each such purchase a “Regular Purchase Share LimitPurchase”), at the Purchase Price on the Purchase Date (each such purchase, a “Regular Purchase”)Date; provided, however, that (i) the Regular Purchase Share Limit shall may be increased to up to Five Six Hundred Thousand Dollars ($500,000600,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to ninety percent (90%) of $0.20 on the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction)Date, (ii) the Regular Purchase Share Limit shall may be increased to up to Seven Hundred Fifty Thousand Dollars ($750,000700,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred twenty percent (120%) of $0.25 on the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganizationDate, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (iii) the Regular Purchase Share Limit shall may be increased to up to One Million Dollars Eight Hundred Thousand ($1,000,000800,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price $0.30 on the Purchase Date, (iv) the Regular Purchase may be increased to up to Nine Hundred Thousand (900,000) Purchase Shares, provided that is equal to one hundred forty percent (140%) the Closing Sale Price of the DPCM Common Stock is not below $0.35 on the Purchase Date, and (v) the Regular Purchase may be increased to up to One Million (1,000,000) Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $0.40 on such the Purchase Date (as all of which share and dollar amounts shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase shall not exceed One Million Dollars ($1,000,000). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number 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 Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver multiple Regular Purchase Notices to the Investor as often as every Business Day, so long as at least one (i1) the Closing Sale Price of the Common Stock on such Business Day is not less than has passed since the Floor Price and (ii) all Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any most recent Regular Purchase Notices during the PEA Periodwas completed.

Commencement of Regular Sales of Common Stock. Following Closing and upon Beginning one (1) Business Day following the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions 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 Regular Purchase Notice from time to time, to purchase up to Two One Hundred Fifty Thousand Dollars (100,000) Purchase Shares, provided that the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $250,000) of Purchase Shares 0.50 and subject to adjustment as set forth below in this Section 2(a) (such maximum number of Purchase Shares, as it may be adjusted belowfrom time to time, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, purchase a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to to: (i) up to Five One Hundred Fifty Thousand Dollars ($500,000150,000) of Purchase Shares, provided that if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below a price that is equal $3.00, and (ii) up to ninety percent Two Hundred Thousand (90%200,000) Purchase Shares, if the Closing Sale Price of the DPCM Price Common Stock on such the applicable Purchase Date is not below $4.00 (as all of which share and dollar amounts shall be appropriately proportionately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction); provided that if, (ii) after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit shall be increased therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to up to Seven Hundred Fifty Thousand Dollars the Investor a Regular Purchase Notice hereunder for a Purchase Amount ($750,000calculated by multiplying (X) the number of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is Shares equal to one hundred twenty percent the Fully Adjusted Regular Purchase Share Limit, by (120%Y) of the DPCM Purchase Price per Purchase Share covered by such Regular Purchase Notice on such the applicable Purchase Date (as appropriately adjusted for any reorganizationtherefor) equal to or greater than the Alternate Adjusted Regular Purchase Share Limit, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (iii) the Regular Purchase Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be increased adjusted to up equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice; and provided, further, however, that the Investor’s committed obligation under any single Regular Purchase, other than any Regular Purchase with respect to which an Alternate Adjusted Regular Purchase Share Limit shall apply, shall not exceed One Million Five Hundred Thousand Dollars ($1,000,000) of Purchase Shares1,500,000), provided provided, however, that the Closing Sale Price parties may agree to the sale and purchase of up to 400,000 Purchase Shares at any time at the Common Stock is not below a price that is equal to one hundred forty percent (140%) of the DPCM Price on such regular Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction)Price. If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio only with respect to the extent, and only to the extent, extent of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) number 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 Regular Purchase Notice; provided provided, however, that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) number of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver a Regular Purchase Notices Notice to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) all Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected multiple times on the same Business Day as Day, provided the applicable Company has not failed to deliver Purchase Date, have theretofore been received by Shares for the Investor as DWAC Shares in accordance with this Agreementmost recent prior Regular Purchase. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.