Common use of DELIVERY OF PUT NOTICES Clause in Contracts

DELIVERY OF PUT NOTICES. (I) Subject to the terms and conditions of the Transaction Documents, and from time to time during the Open Period, the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the Put Amount (designated in U.S. Dollars) which the Company intends to sell to the Investor on a Closing Date. The Put Notice shall be in the form attached hereto as Exhibit F and incorporated herein by reference. The amount that the Company shall be entitled to Put to the Investor (the "Put Amount") shall be equal to, at the Company's election, either: (A) Two Hundred percent (200%) of the average daily volume (U.S. market only) of the Common Stock for the ten (10) Trading Days prior to the applicable Put Notice Date, multiplied by the average of the three (3) daily closing bid prices immediately preceding the Put Date, or (B) One-Hundred Thousand dollars ($100,000); provided that in no event will the Put Amount be more than One Million Dollars ($1,000,000) with respect to any single Put. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to ninety-five percent (95%) of the lowest closing bid price of the Common Stock during the Pricing Period. (II) If any closing bid price during the applicable Pricing Period with respect to that Put Notice is less than Seventy-Five percent (75%) of the any closing bid prices of the Common Stock for the ten (10) Trading Days prior to the Put Notice Date (the "Minimum Acceptable Price"), the Put Notice will terminate at the Company's request. In the event that the closing bid price for the applicable Pricing Period is less than the Minimum Acceptable Price, the Company may elect, by sending written notice to the Investor to cancel the Put Notice.

DELIVERY OF PUT NOTICES. (Ii) Subject to the terms and conditions of the Transaction Documents, and from time to time during the Open Period, the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the Put Amount (designated in U.S. Dollarsshares of Common Stock) which the Company intends to sell to the Investor on a Closing Date. The Put Notice shall be in the form attached hereto as Exhibit F "F" and incorporated herein by reference. The Put Amount designated by the Company in the form of a Put Notice shall be as follows: The amount that the Company shall be entitled to Put to the Investor (the "Put Amount") shall be equal to, at the Company's election, either: (Aa) Two Hundred percent (200%) % of the average daily volume (U.S. market only) of the Common Stock for the ten 10 (10ten) Trading Days prior to the applicable Put Notice Date, Date multiplied by the average of the three (3) daily closing best bid prices immediately preceding the Put Date, or (Bb) One-Hundred Thousand dollars ($100,000); provided that in 50,000. In no event will shall the amount of the Put Amount be more than One Million Dollars ($1,000,000) with respect to any single Put. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to 94% (ninety-five percent (95%four percent) of the three lowest closing best bid price prices of the Common Stock during the Pricing Period. (IIii) If any the closing best bid price during the applicable Pricing Period with respect to that Put Notice is less than Seventy75% (seventy-Five percent (75%five percent) of the any closing best bid prices of the Common Stock for the ten (10) Trading Days prior to the Put Notice Date (the "Minimum Acceptable PriceMINIMUM ACCEPTABLE PRICE"), ) the Put Notice will terminate terminate, only at the Company's request, sent via FACSIMILE to the Investor, the Investor will continue the Put until the FACSIMILE is received by the Investor. In the event that the closing best bid price for the applicable Pricing Period is less than the Minimum Acceptable Price, the Company may elect, by sending written notice to the Investor via facsimile with a copy to the Investor, to cancel that portion of the Put NoticeNotice remaining for that number of Trading Days remaining after the written cancellation notice is received by the Investors. The written notice shall be deemed received by the Investors on (i) the Trading Day it is actually received by facsimile if such notice is received on or prior to 9:00 A.M. New York time, or (ii) the immediately succeeding Trading Day if it is received by facsimile after 9:00 A.M. New York time on a Trading Day or at anytime on a day which is not a Trading Day. Notwithstanding the foregoing, there shall be a closing with respect to, and the Company shall be responsible for delivering, that number of shares of Common Stock to the Company that were sold by the Investors through and including the end of the Trading Day the written cancellation notice is received by the Investor. (iii) Within Thirteen (13) calendar days after the commencement of each calendar quarter occurring subsequent to the commencement of the Open Period, the Company undertakes to notify Investor as to its reasonable expectations as to the Put Amount it intends to raise during such calendar quarter, if any, through the issuance of Put Notices. Such notification shall constitute only the Company's good faith estimate with respect to such calendar quarter and shall in no way obligate the Company to raise such amount during such calendar quarter or otherwise limit its ability to deliver Put Notices during such calendar quarter. The failure by the Company to comply with this provision can be cured by the Company's notifying Investor at any time as to its reasonable expectations with respect to the current calendar quarter.

DELIVERY OF PUT NOTICES. (I) Subject to the terms and conditions of the Transaction Documents, and from time to time during the Open Period, the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the Put Amount (designated in U.S. Dollars) which the Company intends to sell to the Investor on a Closing Date. The Put Notice shall be in the form attached hereto as Exhibit F and incorporated herein by reference. The amount that the Company shall be entitled to Put to the Investor (the "Put Amount") shall be equal to, at the Company's election, either: (A) Two Hundred percent (200%) of the average daily volume (U.S. market only) of the Common Stock for the ten 3 (103) Trading Days prior to the applicable Put Notice Date, multiplied by the average of the three (3) daily closing bid prices immediately preceding the Put Date, or (B) One-Hundred Thousand dollars ($100,000); provided that in no event will the Put Amount be more than One Million Dollars ($1,000,000) with respect to any single Put. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to ninety-five percent (95%) of the lowest closing bid price of the Common Stock during the Pricing Period. (II) If any closing bid price during the applicable Pricing Period with respect to that Put Notice is less than Seventy-Five percent (75%) of the any closing bid prices of the Common Stock for the ten three (103) Trading Days prior to the Put Notice Date (the "Minimum Acceptable Price"), the Put Notice will terminate at the Company's request. In the event that the closing bid price for the applicable Pricing Period is less than the Minimum Acceptable Price, the Company may elect, by sending written notice to the Investor to cancel the Put Notice.

DELIVERY OF PUT NOTICES. (I) Subject to the terms and conditions of the Transaction Documents, and from time to time during the Open Period, Period the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the Put Amount (designated in U.S. Dollars) of Shares which the Company intends to sell to the Investor on during the Pricing Period. In addition, the Put Amount designated by the Company in a Closing Date. The Put Notice shall be in the form attached hereto as Exhibit F and incorporated herein by reference. The amount that the Company shall be entitled equal to Put to the Investor (the "Put Amount") shall be equal to, at the Company's election, either: (A) Two Hundred one hundred seventy-five percent (200175%) of the average daily volume (U.S. market only) of the Common Stock for the ten forty (1040) Trading Days prior to the applicable Put Notice Date, Date multiplied by the average ninety-three (93%) of the three (3) daily lowest closing bid prices immediately preceding the Put Dateprice during that period, or (B) One-Hundred Thousand dollars ($100,000); provided that but in no event will less than $25,000 nor more than $1,000,000. Once the Put Amount Notice is received by the Investor the Put Notice shall not be more than One Million Dollars ($1,000,000) with respect to any single Putterminated, withdrawn or otherwise revoked by the Company except as set forth in this Agreement. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to ninety-five percent (95%) 93% of the average of the lowest closing bid price of the Company's Common Stock during the first five (5) Trading Days of the specified Pricing Period. (II) If any Period and the lowest closing bid price of the Company's Common Stock during the applicable Pricing Period with respect to that Put Notice is less than Seventy-Five percent second five (75%5) Trading Days of the any closing bid prices of the Common Stock for the specified Pricing Period. Within ten (10) Trading Days prior calendar days after the commencement of each calendar quarter occurring subsequent to the commencement of the Open Period, the Company undertakes to notify Investor as to its reasonable expectations as to the Put Notice Date (Amount it intends to raise during such calendar quarter, if any, through the "Minimum Acceptable Price"), the issuance of Put Notice will terminate at Notices. Such notification shall constitute only the Company's request. In the event that the closing bid price for the applicable Pricing Period is less than the Minimum Acceptable Price, good faith estimate with respect to such calendar quarter and shall in no way obligate the Company may elect, to raise such amount during such calendar quarter or otherwise limit its ability to deliver Put Notices during such calendar quarter. The failure by sending written notice the Company to comply with this provision can be cured by the Company's notifying Investor at any time as to its reasonable expectations with respect to the Investor to cancel the Put Noticecurrent calendar quarter.

DELIVERY OF PUT NOTICES. (Ii) Subject to the terms and conditions of the Transaction Documents, and from time to time during the Open Period, the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the Put Amount (designated in U.S. Dollars) which the Company intends to sell to the Investor on a Closing Date. The Put Notice shall be in the form attached hereto as Exhibit F B and incorporated herein by reference. The amount that the Company shall be entitled to Put to the Investor in any single Put Notice (the "Put Amount") shall be equal to, at the Company's election, either: (Aa) Two Hundred two hundred percent (200%) of the average daily volume (U.S. market only) of the Common Stock for the ten (10) Trading Days prior to the applicable Put Notice Date, multiplied by the average of the three (3) daily closing bid Best Bid prices immediately preceding the Put Date, or (Bb) One-Hundred Thousand dollars (fifty thousand $100,000)50,000; provided that in no event will the Put Amount be more than One Million Dollars ($1,000,000) with respect to any single Put. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to ninety-five six percent (9596%) of the lowest closing bid Best Bid price of the Common Stock during the Pricing Period. (IIii) If any closing bid price during the applicable Pricing Period with respect to that Put Notice is less than Seventyseventy-Five five percent (75%) % of the any lowest closing bid Best Bid prices of the Common Stock for the ten (10) Trading Days prior to the Put Notice Date (the "Minimum Acceptable Price"), the Put Notice will terminate at the Company's requestrequest sent in accordance with Section 9 of this Agreement. In the event that the closing bid price for the applicable Pricing Period is less than the Minimum Acceptable Price, the Company may elect, by sending written notice to the Investor to cancel the Put Notice.

DELIVERY OF PUT NOTICES. (Ii) Subject to the terms and conditions of the Transaction Documents, and from time to time during the Open Period, the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the Put Amount (designated in U.S. Dollarsshares of Common Stock) which the Company intends to sell to the Investor on a Closing Date. The Put Notice shall be in the form attached hereto as Exhibit F "F" and incorporated herein by reference. The Put Amount designated by the Company in the form of a Put Notice shall be as follows: The amount that the Company shall be entitled to Put to the Investor (the "Put Amount") shall be equal to, at the Company's election, either: (A) Two Hundred percent (200%) of the average daily volume (U.S. market only) of the Common Stock for the ten (10) Trading Days prior to the applicable Put Notice Date, multiplied by the average of the three (3) daily closing bid prices immediately preceding the Put Date, or (B) One-Hundred Thousand dollars ($100,000); provided that in no event will the Put Amount be more less than One Million Dollars ($1,000,000) with respect to any single 10,000 but exceed $100,000 per Put. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to 95% (ninety-five percent (95%percent) of the average of four lowest closing posted bid price prices of the Common Stock during the Pricing Period. (IIii) If any the closing bid price during the applicable Pricing Period with respect to that Put Notice is less than Seventy75% (seventy-Five percent (75%five percent) of the any closing bid prices of the Common Stock for the ten fifteen (1015) Trading Days prior to the Put Notice Date (the "Minimum Acceptable PriceMINIMUM ACCEPTABLE PRICE"), ) the Put Notice will terminate terminate, only at the Company's request, sent via FACSIMILE to the Investor, the Investor will continue the Put until the FACSIMILE is received by the Investor. In the event that the closing bid price for the applicable Pricing Period is less than the Minimum Acceptable Price, the Company may electelect in its sole discretion, by sending written notice to the Investor via facsimile, to cancel that portion of the Put NoticeNotice remaining for that number of Trading Days remaining after the written cancellation notice is received by the Investors. The written notice shall be deemed received by the Investors on (i) the Trading Day it is actually received by facsimile or otherwise by the Investors if such notice is received on or prior to 9:00 A.M. New York time, or (ii) the immediately succeeding Trading Day if it is received by facsimile after 9:00 A.M. New York time on a Trading Day or at anytime on a day which is not a Trading Day. Notwithstanding the foregoing, there shall be a closing with respect to, and the Company shall be responsible for delivering, that number of shares of Common Stock to the Investor that were sold by the Investors through and including the end of the Trading Day the written cancellation notice is received by the Investor. (iii) Within Thirteen (13) calendar days after the commencement of each calendar quarter occurring subsequent to the commencement of the Open Period, the Company undertakes to notify Investor as to its reasonable expectations as to the Put Amount it intends to raise during such calendar quarter, if any, through the issuance of Put Notices. Such notification shall constitute only the Company's good faith estimate with respect to such calendar quarter and shall in no way obligate the Company to raise such amount during such calendar quarter or otherwise limit its ability to deliver Put Notices during such calendar quarter. The failure by the Company to comply with this provision can be cured by the Company's notifying Investor at any time as to its reasonable expectations with respect to the current calendar quarter.

DELIVERY OF PUT NOTICES. (Ii) Subject to the terms and conditions ----------------------- of the Transaction Documents, and from time to time during the Open Period, the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the Put Amount (designated in U.S. Dollarsshares of Common Stock) which the Company intends to sell to the Investor on a Closing Date. The Put Notice shall be in the form attached hereto as Exhibit F "F" and incorporated herein by reference. The Put Amount designated by the Company in the form of a Put Notice shall be as follows: The amount that the Company shall be entitled to Put to the Investor (the "Put Amount") shall be equal to, at the Company's election, either: (Aa) Two Hundred percent (200%) % of the average daily volume (U.S. market only) of the Common Stock for the ten 20 (10twenty) Trading Days prior to the applicable Put Notice Date, Date multiplied by the average of the three (3) daily closing bid prices immediately preceding the Put Date, or (Bb) One-Hundred Thousand dollars ($100,000)50,000; provided that but in no event will the Put Amount be more than One Million Dollars ($1,000,000) with respect to any single Put. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to 95% (ninety-five percent (95%percent) of the lowest closing bid price of the Common Stock during the Pricing Period. (IIii) If any the closing bid price during the applicable Pricing Period with respect to that Put Notice is less than Seventy75% (seventy-Five percent (75%five percent) of the any closing bid prices of the Common Stock for the ten fifteen (1015) Trading Days prior to the Put Notice Date (the "Minimum Acceptable PriceMINIMUM ACCEPTABLE PRICE"), ) the Put Notice will terminate terminate, only at the Company's request, sent via FACSIMILE to the Investor, the Investor will continue the Put until the FACSIMILE is received by the Investor. In the event that the closing bid price for the applicable Pricing Period is less than the Minimum Acceptable Price, the Company may elect, by sending written notice to the Investor via facsimile with a copy to the Investor, to cancel that portion of the Put NoticeNotice remaining for that number of Trading Days remaining after the written cancellation notice is received by the Investors. The written notice shall be deemed received by the Investors on (i) the Trading Day it is actually received by facsimile or otherwise by the Investors if such notice is received on or prior to 9:00 A.M. New York time, or (ii) the immediately succeeding Trading Day if it is received by facsimile after 9:00 A.M. New York time on a Trading Day or at anytime on a day which is not a Trading Day. Notwithstanding the foregoing, there shall be a closing with respect to, and the Company shall be responsible for delivering, that number of shares of Common Stock to the Investor that were sold by the Investors through and including the end of the Trading Day the written cancellation notice is received by the Investor. (iii) Within Thirteen (13) calendar days after the commencement of each calendar quarter occurring subsequent to the commencement of the Open Period, the Company undertakes to notify Investor as to its reasonable expectations as to the Put Amount it intends to raise during such calendar quarter, if any, through the issuance of Put Notices. Such notification shall constitute only the Company's good faith estimate with respect to such calendar quarter and shall in no way obligate the Company to raise such amount during such calendar quarter or otherwise limit its ability to deliver Put Notices during such calendar quarter. The failure by the Company to comply with this provision can be cured by the Company's notifying Investor at any time as to its reasonable expectations with respect to the current calendar quarter.

DELIVERY OF PUT NOTICES. (Ii) Subject to the terms and conditions of the Transaction Documents, and from time to time during the Open Period, the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the Put Amount (designated in U.S. Dollarsshares of Common Stock) which the Company intends to sell to the Investor on a Closing Date. The Put Notice shall be in the form attached hereto as Exhibit F "F" and incorporated herein by reference. The Put Amount designated by the Company in the form of a Put Notice shall be as follows: The maximum amount that the Company shall be entitled to Put to the Investor (the "Put Amount") shall be equal to, at the Company's election, either: (A) Two Hundred percent (200%) of the average daily volume (U.S. market only) of the Common Stock for the ten (10) Trading Days prior to the applicable Put Notice Date, multiplied by the average of the three (3) daily closing bid prices immediately preceding the Put Date, or (B) One-Hundred Thousand dollars ($100,000); provided that in no event will the Put Amount be more than One Million Dollars ($1,000,000) with respect to any single 100,000 per Put. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to 95% (ninety-five percent (95%percent) of the average of four lowest closing posted bid price prices of the Common Stock during the Pricing Period. (IIii) If any the closing bid price during the applicable Pricing Period with respect to that Put Notice is less than Seventy75% (seventy-Five percent (75%five percent) of the any closing bid prices of the Common Stock for the ten fifteen (1015) Trading Days prior to the Put Notice Date (the "Minimum Acceptable PriceMINIMUM ACCEPTABLE PRICE"), ) the Put Notice will terminate terminate, only at the Company's request, sent via FACSIMILE to the Investor, the Investor will continue the Put until the FACSIMILE is received by the Investor. In the event that the closing bid price for the applicable Pricing Period is less than the Minimum Acceptable Price, the Company may electelect in its sole discretion, by sending written notice to the Investor via facsimile, to cancel that portion of the Put NoticeNotice remaining for that number of Trading Days remaining after the written cancellation notice is received by the Investors. The written notice shall be deemed received by the Investors on (i) the Trading Day it is actually received by facsimile or otherwise by the Investors if such notice is received on or prior to 9:00 A.M. New York time, or (ii) the immediately succeeding Trading Day if it is received by facsimile after 9:00 A.M. New York time on a Trading Day or at anytime on a day which is not a Trading Day. Notwithstanding the foregoing, there shall be a closing with respect to, and the Company shall be responsible for delivering, that number of shares of Common Stock to the Investor that were sold by the Investors through and including the end of the Trading Day the written cancellation notice is received by the Investor. (iii) Within Thirteen (13) calendar days after the commencement of each calendar quarter occurring subsequent to the commencement of the Open Period, the Company undertakes to notify Investor as to its reasonable expectations as to the Put Amount it intends to raise during such calendar quarter, if any, through the issuance of Put Notices. Such notification shall constitute only the Company's good faith estimate with respect to such calendar quarter and shall in no way obligate the Company to raise such amount during such calendar quarter or otherwise limit its ability to deliver Put Notices during such calendar quarter. The failure by the Company to comply with this provision can be cured by the Company's notifying Investor at any time as to its reasonable expectations with respect to the current calendar quarter.

DELIVERY OF PUT NOTICES. (I) Subject to the terms and conditions satisfaction of the Transaction Documentsconditions set forth in this Section 1, at any time and from time to time during the Open Periodperiod beginning on and including the Trading Day (as defined below) immediately following the date on which the initial Registration Statement (as defined in the Registration Rights Agreement) filed pursuant to the Registration Rights Agreement is declared effective (the "EFFECTIVE DATE") by the Securities and Exchange Commission (the "SEC") and ending on the earlier of (i) the date which is twenty-four (24) months from the Effective Date, and (ii) termination of this Agreement in accordance with Section 8, (the time period between the Effective Date and the earlier of (i) and (ii) being known as the "OPEN PERIOD"), the Company may, in its sole discretion, deliver a Put Notice written notice to the Investor which states (the "PUT NOTICE"). The Put Amount Notice shall state the dollar amount (designated in U.S. Dollarsthe "DOLLAR AMOUNT") of Shares which the Company intends to sell to the Investor during the period beginning on the Trading Day immediately following the date which the Investor receives the Put Notice (the "PUT NOTICE DATE") and ending on and including the date which is ten (10) Trading Days after such Put Notice Date (the "PURCHASE PERIOD"). A Put Notice shall be deemed delivered on (x) the Trading Day it is received by facsimile or otherwise by the Investor if such notice is received prior to 12:00 noon Eastern Standard Time (receipt being deemed to occur if the Company possess a facsimile confirmation showing completed transmission by such time), or (y) the immediately succeeding Trading Day if it is received by facsimile or otherwise after 12:00 noon Eastern Standard Time on a Closing DateTrading Day (receipt being documented as described in (x) above). The No Put Notice may be deemed delivered, on a day that is not a Trading Day. For purposes of this Agreement, "TRADING DAY" shall mean any day on which the Principal Market (as defined in Section 1(f)) for the Common Stock is open for trading. In addition, the Dollar Amount designated by the Company in a Put Notice shall be in increments of not less than $100,000 and not more $2,000,000 subject to the form attached hereto requirements set forth in this Agreement. Once the Put Notice is received by the Investor the Put Notice shall not be, terminated, withdrawn or otherwise revoked by the Company. During the Open Period, Put Notices may be delivered no more frequently than once in each period of fifteen (15) consecutive Trading Days. The Dollar Amount that the Company is permitted to request with respect to each Put Notice depends on the product of the daily trading volume and the closing bid price of the Company's Common Stock on the Principal Market (as Exhibit F and incorporated herein defined in Section 1(f)), (the "DOLLAR TRADING VOLUME"). The maximum Dollar Amount of the Put Notice will be calculated by referencemultiplying the average of the Dollar Trading Volume for the thirty (30) Trading Days immediately preceding the Put Notice Date, by 1.5 (the "MAXIMUM PUT AMOUNT"). The amount that the Company shall is able to draw down can be entitled to Put to the Investor (the "Put Amount") shall be equal to, at the Company's election, either: (A) Two Hundred percent (200%) of the average daily volume (U.S. market only) of the Common Stock for increased or decreased if mutually agreed upon by both parties in writing. For the ten (10) Trading Days prior to immediately preceding both the Put Notice Date and the applicable Put Notice Closing Date, multiplied by the average Dollar Trading Volume must be at least $75,000 and the average closing bid price for such ten (10) Trading Day period shall be greater than $.50. The price at which the Investor will purchase the Common Stock ("PURCHASE PRICE") will be 87.5% of the average of the lowest three (3) daily closing bid prices immediately preceding the Put Date, or (B) One-Hundred Thousand dollars ($100,000); provided that in no event will the Put Amount be more than One Million Dollars ($1,000,000) with respect to any single Put. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to ninety-five percent (95%) of the lowest closing bid price of the Common Stock during the Pricing Period. (II) If any closing bid price during the applicable Pricing Period with respect to that Put Notice is less than Seventy-Five percent (75%) of the any closing bid prices of the Common Stock for the ten (10) Trading Days prior immediately preceding the "Closing Date", as that term is defined in subsection 1(h); Within ten (10) calendar days after the commencement of each calendar quarter occurring subsequent to the Put Notice Date (commencement of the "Minimum Acceptable Price")Open Period, the Company undertakes to notify Investor as to its reasonable expectations as to the Dollar Amount it intends to raise during such calendar quarter, if any, through the issuance of Put Notice will terminate at Notices. Such notification shall constitute only the Company's request. In the event that the closing bid price for the applicable Pricing Period is less than the Minimum Acceptable Price, good faith estimate with respect to such calendar quarter and shall in no way obligate the Company may elect, to raise such amount during such calendar quarter or otherwise limit its ability to deliver Put Notices during such calendar quarter. The failure by sending written notice the Company to comply with this provision can be cured by the Company's notifying Investor at any time as to its reasonable expectations with respect to the Investor to cancel the Put Noticecurrent calendar quarter.

DELIVERY OF PUT NOTICES. (I) Subject to the terms and conditions of the Transaction Documents, and from time to time during the Open Period, the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the Put Amount dollar amount (designated in U.S. Dollars) (the "Put Amount") ,which the Company intends to sell to the Investor on a Closing DateDate (the "Put"). The Put Notice shall be in the form attached hereto as Exhibit F C and incorporated herein by reference. The amount that the Company shall be entitled to Put to the Investor (the "Put Amount") shall be equal to, at the Company's election, either: : (A) Two Hundred percent (200%) of the average daily volume (U.S. market only) of the Common Stock for the ten twenty (1020) Trading Days prior to the applicable Put Notice Date, multiplied by the average of the three (3) daily closing bid prices immediately preceding the Put Date, or or (B) One-One Hundred Thousand dollars ($100,000); provided that in no event will the Put Amount be more than One Million Dollars ($1,000,000) with respect to any single Put. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to ninety-five percent (95%) 95)% of the lowest closing bid Best Bid price of the Common Stock during the Pricing Period. (II) If any closing bid price during the applicable Pricing Period with respect to that Put Notice is less than Seventy-Five percent (75%) of the any closing bid prices of the Common Stock for the ten (10) Trading Days prior to the Put Notice Date (the "Minimum Acceptable Price"), the Put Notice will terminate at the Company's request. In the event that the closing bid price for the applicable Pricing Period is less than the Minimum Acceptable Price, the Company may elect, by sending written notice to the Investor to cancel the Put Notice.

DELIVERY OF PUT NOTICES. (I) Subject to the terms and conditions of the Transaction Documents, and from time to time during the Open Period, Period the Company may, in its sole discretion, deliver a Put Notice in substantially the same form as Exhibit "C" attached hereto to the Investor which states the Put Dollar Amount (designated in U.S. Dollars) of Shares which the Company intends to sell to the Investor on during the Purchase Period. In addition, the Dollar Amount designated by the Company in a Closing Date. The Put Notice shall be in increments of not less than $75,000 and not more $5,000,000 subject to a waiver of such minimum and maximum amounts in the form attached hereto as Exhibit F and incorporated herein Investor's sole discretion. Once the Put Notice is received by reference. The amount that the Company shall be entitled to Put to the Investor (the "Put Amount") Notice shall be equal tonot be, at terminated, withdrawn or otherwise revoked by the Company's election, either: (A) Two Hundred percent (200%) of the average daily volume (U.S. market only) of the Common Stock for the ten (10) Trading Days prior to the applicable Put Notice Date, multiplied by the average of the three (3) daily closing bid prices immediately preceding the Put Date, or (B) One-Hundred Thousand dollars ($100,000); provided that in no event will the Put Amount be more than One Million Dollars ($1,000,000) with respect to any single Put. During the Open Period, the Company shall not be entitled to submit a Put Notice until after during the previous three (3) Trading Day period following a Closing has been completedDate and a Put Notice may not be given during a Purchase Period. The Purchase Price for the Common Stock identified in the Company shall not be entitled to issue a Put Notice shall be equal to ninety-five percent (95%) of Investor for more than the lowest closing bid price of the Common Stock during the Pricing Period. (II) If any closing bid price during the applicable Pricing Period with respect to that Maximum Put Notice is less than Seventy-Five percent (75%) of the any closing bid prices of the Common Stock Amount. The average Volume Weighted Average Price for the ten (10) Trading Days prior to immediately preceding both the Put Notice Date and the expiration of a Purchase Period must be at least $50,000, unless the Investor in its sole discretion reduces such amount. The Purchase Price shall be 91% of the average of the lowest three (3) closing bid prices of the "Minimum Acceptable Price"), Common Stock during the Purchase Period. The Floor Price shall be stated in each Put Notice will terminate at the Company's requestNotice. In the event that the closing bid price for Shares are trading at or below the Floor Price during the Purchase Period immediately preceding the applicable Pricing Closing Date, the Investor, in its sole discretion, shall have the right to decrease the Dollar Amount set forth in that Put Notice by a pro rata percentage equal to ten percent (10%) for every day during the ten (10) Trading Day Purchase Period that the average trading price as reported by Bloomberg is less than at or below the Minimum Acceptable Floor Price. Within ten (10) calendar days after the commencement of each calendar quarter occurring subsequent to the commencement of the Open Period, the Company may elect, by sending written notice undertakes to notify Investor as to its reasonable expectations as to the Dollar Amount it intends to raise during such calendar quarter, if any, through the issuance of Put Notices. Such notification shall constitute only the Company's good faith estimate with respect to such calendar quarter and shall in no way obligate the Company to raise such amount during such calendar quarter or otherwise limit its ability to deliver Put Notices during such calendar quarter. The failure by the Company to comply with this provision can be cured by the Company's notifying Investor at any time as to cancel its reasonable expectations with respect to the Put Noticecurrent calendar quarter.

DELIVERY OF PUT NOTICES. (Ia) Subject to the terms and conditions of the Transaction Documents, At any time and from time to time during the period beginning on the calendar day following the initial effective date of the Registration Statement and ending on the earlier of (i) the date two years after the initial effective date of the Registration Statement day and (ii) termination of this Agreement in accordance with Article VIII (the "Open Period"), the Company may, in its sole discretion, may deliver a Put Notice written notices to the Investor which states (each such notice hereinafter referred to as a "Put Notice") stating a dollar amount (the Put Amount (designated in U.S. Dollars"Dollar Amount") of Common Stock which the Company intends to sell to the Investor within the thirteen business days (the "Purchase Period") following the date (the "Put Notice Date") on which the Put Notice is given to the Investor by the Company in accordance with this Agreement. "Business Day" shall mean any day on which the Company's Principal Market is open for trading. The Dollar Amount designated by the Company in any given Put Notice shall be in increments of $250,000. Notwithstanding anything herein to the contrary, (A) the Investor shall not be required to purchase during the Purchase Period following a Closing DatePut Notice Date a dollar amount of Common Stock (the "Required Dollar Amount") which exceeds the lesser of (i) $1,500,000, subject to reduction during the Purchase Period as hereinafter provided, or (ii) ten percent of the Trading Dollar Value (hereinafter defined) during those of the first ten trading days of the Purchase Period during which the average per share Trading Dollar Value is $2.50 or more, but (B) the Investor may, at its election and pursuant to its Purchase Notices (hereinafter defined), purchase during any such Purchase Period up to one hundred thirty percent of the Required Dollar Amount; provided that (x) the Investor may not, pursuant to clause (B) of this Section, invest all or any portion of any amount in excess of a Required Dollar Amount if the investment thereof by the Investor, and (y) a Required Dollar Amount may not in any event include an amount which, if invested by the Investor hereunder, would result, in the case of either (x) or (y), in the Investor purchasing, during a Purchase Period, shares of Common Stock at a price determined in accordance with Section 2.3 hereof which, when aggregated with all other shares of Common Stock acquired by the Investor pursuant to this Agreement in the 90 calendar days preceding such Purchase Period, would result in the Investor having purchased pursuant to this Agreement, during such Purchase Period and such period of 90 calendar days, shares of Common Stock totalling more than 4.9% of the Common Stock outstanding on the Put Notice Date for such Purchase Period, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the regulations promulgated thereunder. The Put Notice shall be in the form attached hereto as Exhibit F and incorporated herein by reference. The amount that include a representation of the Company shall be entitled as to Put to the Investor (the "Put Amount") shall be equal to, at the Company's election, either: (A) Two Hundred percent (200%) of the average daily volume (U.S. market only) of the Common Stock for the ten (10) Trading Days prior to the applicable Put Notice Date, multiplied by the average of the three (3) daily closing bid prices immediately preceding the Put Date, or (B) One-Hundred Thousand dollars ($100,000); provided that in no event will the Put Amount be more than One Million Dollars ($1,000,000) with respect to any single Put. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to ninety-five percent (95%) of the lowest closing bid price of the Common Stock during the Pricing Period. (II) If any closing bid price during the applicable Pricing Period with respect to that Put Notice is less than Seventy-Five percent (75%) of the any closing bid prices of the Common Stock for the ten (10) Trading Days prior to outstanding on the Put Notice Date (as determined in accordance with Section 13(d) of the "Minimum Acceptable Price"), the Put Notice will terminate at the Company's requestExchange Act. In the event that the closing bid price for amount of Common Stock outstanding is determined in accordance with Section 13(d) of the applicable Pricing Exchange Act and the regulations promulgated thereunder is different on any date during a Purchase Period is less than on the Minimum Acceptable PricePut Notice Date associated with such Purchase Period, the Company may electamount of Common Stock outstanding on such date during such Purchase Period shall govern for purposes of determining whether the Investor, when aggregating all purchases of Common Stock made pursuant to this Agreement in the 90 calendar days preceding such date, would have acquired more than 4.9% of the Common Stock during such period. The amount provided in clause (i) of this Section 2.2(a) shall be in effect at the beginning of each Purchase Period but shall be reduced during such Purchase Period by sending written notice to $150,000 for each trading day during the Investor to cancel the Put Notice.Purchase Period on which the

DELIVERY OF PUT NOTICES. (I) Subject to the terms and conditions of the Transaction Documents, and from time to time during the Open Period, the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the Put Amount (designated in U.S. Dollarsshares of Common Stock) which the Company intends to sell to the Investor on a Closing Date. The Put Notice shall be in the form attached hereto as Exhibit F and B which Exhibit B is hereby incorporated herein by reference. The amount that the Company shall be entitled to Put to the Investor (the "Put Amount") shall be equal to, at the Company's election, either: (A) Two Hundred percent (200%) % of the average daily volume (U.S. market only) of the Common Stock for the ten (10) 20 Trading Days immediately prior to the applicable Put Notice Date, multiplied by the average of the three (3) daily closing bid prices immediately preceding the Put DateDate (as reported by www.bloomberg.com), or (B) One-Hundred Thousand dollars ($100,000); provided that xxxxxxxx xxxx in no event will the Put Amount be more than One Million Dollars ($1,000,000) 1,000,000 with respect to any single Put. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to ninety-five percent (95%) % of the lowest closing bid price of the Common Stock (as reported by www.bloomberg.com) during the Pricing PeriodPrixxxx Xxxxxx. (IIXI) If any closing bid price during the applicable Pricing Period with respect to that Put Notice is less than Seventy-Five percent (75%) 85% of the any closing bid prices of the Common Stock as reported by www.bloomberg.com for the ten (10) Trading Days Xxxxxxx Xxxx xxxediately prior to the Put Notice Date (the "Minimum Acceptable Price"), the Put Notice will terminate at the Company's requestrequest sent in accordance with Section 9 of this Agreement. In the event that the closing bid price for the applicable Pricing Period is less than the Minimum Acceptable Price, the Company may elect, by sending written notice to the Investor Investor, to cancel the Put Notice.

DELIVERY OF PUT NOTICES. (I) Subject to the terms and conditions of the Transaction Documents, and from time to time during the Open Period, the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the Put Amount (designated in U.S. Dollarsshares of Common Stock) which the Company intends to sell to the Investor on a Closing Date. The Put Notice shall be in the form attached hereto as Exhibit F B and incorporated herein by reference. The amount that the Company shall be entitled to Put to the Investor (the "Put Amount") shall be equal to, at the Company's election, either: (A) Two Hundred percent (200%) % of the average daily volume (U.S. market only) of the Common Stock for the ten (10) 20 Trading Days prior to the applicable Put Notice Date, multiplied by the average of the three (3) daily closing bid prices immediately preceding the Put Date, or (B) One-Hundred Thousand dollars ($100,000)50,000; provided that in no event will the Put Amount be more than One Million Dollars ($1,000,000) 1,000,000 with respect to any single Put. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to ninety-five percent (95%) % of the lowest closing bid price of the Common Stock during the Pricing Period. (II) If any closing bid price during the applicable Pricing Period with respect to that Put Notice is less than Seventy-Five percent (75%) % of the any closing bid prices of the Common Stock for the ten (10) fifteen Trading Days prior to the Put Notice Date (the "Minimum Acceptable Price"), the Put Notice will terminate at the Company's requestrequest sent in accordance with Section 9 of this Agreement. In the event that the closing bid price for the applicable Pricing Period is less than the Minimum Acceptable Price, the Company may elect, by sending written notice to the Investor to cancel the Put Notice. (III) Within thirteen calendar days after the commencement of each calendar quarter occurring subsequent to the commencement of the Open Period, the Company undertakes to notify Investor as to its reasonable expectations as to the Put Amount it intends to raise during such calendar quarter, if any, through the issuance of Put Notices. Such notification shall constitute only the Company's good faith estimate with respect to such calendar quarter and shall in no way obligate the Company to raise such amount during such calendar quarter or otherwise limit its ability to deliver Put Notices during such calendar quarter. The failure by the Company to comply with this provision may be cured by the Company's notification Investor at any time as to its reasonable expectations with respect to the current calendar quarter.

DELIVERY OF PUT NOTICES. (Ii) Subject to the terms and conditions of the Transaction Documents, and from time to time during the Open Period, the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the Put Amount (designated in U.S. Dollars) which the Company intends to sell to the Investor on a Closing Date. The Put Notice shall be in the form attached hereto as Exhibit F B and incorporated herein by reference. The amount that the Company shall be entitled to Put to the Investor in any single Put Notice (the "“Put Amount"”) shall be equal to, at the Company's ’s election, either: (Aa) Two Hundred two hundred percent (200%) of the average daily volume (U.S. market only) of the Common Stock for the ten (10) Trading Days prior to the applicable Put Notice Date, multiplied by the average of the three (3) daily closing bid Best Bid prices immediately preceding the Put Date, or (Bb) One-Hundred Thousand dollars (ten thousand $100,000)10,000; provided that in no event will the Put Amount be more than One Million Dollars ($1,000,000) with respect to any single Put. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to ninety-five percent (95%) % of the lowest closing bid Best Bid price of the Common Stock during the Pricing Period. (IIii) If any closing bid price during the applicable Pricing Period with respect to that Put Notice is less than Seventy-Five percent (75%) % of the any lowest closing bid Best Bid prices of the Common Stock for the ten (10) fifteen Trading Days prior to the Put Notice Date (the "“Minimum Acceptable Price"”), the Put Notice will terminate at the Company's request’s request sent in accordance with Section 9 of this Agreement. In the event that the closing bid price for the applicable Pricing Period is less than the Minimum Acceptable Price, the Company may elect, by sending written notice to the Investor to cancel the Put Notice. (iii) Within seven calendar days prior the commencement of each calendar quarter occurring subsequent to the commencement of the Open Period, the Company shall undertake to notify Investor as to its reasonable expectations as to the Put Amount it intends to raise during such calendar quarter, if any, through the issuance of Put Notices. Such notification shall constitute only the Company’s good faith estimate with respect to such calendar quarter and shall in no way obligate the Company to raise such amount during such calendar quarter or otherwise limit its ability to deliver Put Notices during such calendar quarter. The failure by the Company to comply with this provision may be cured by notifying the Investor at any time as to the Company’s reasonable expectations with respect to the current calendar quarter.

DELIVERY OF PUT NOTICES. (Ii) Subject to the terms and conditions of the Transaction Documents, and from time to time during the Open Period, the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the Put Amount (designated in U.S. Dollars) which the Company intends to sell to the Investor on a Closing Date. The Put Notice shall be in the form attached hereto as Exhibit F B and incorporated herein by reference. The amount that the Company shall be entitled to Put to the Investor in any single Put Notice (the "Put Amount") shall be equal to, at the Company's election, either: (Aa) Two Hundred two hundred percent (200%) of the average daily volume (U.S. market only) of the Common Stock for the ten (10) Trading Days prior to the applicable Put Notice Date, multiplied by the average of the three (3) daily closing bid Best Bid prices immediately preceding the Put Date, or (Bb) Onetwenty-Hundred Thousand dollars (five thousand $100,000)25,000; provided that in no event will the Put Amount be more than One Million Dollars ($1,000,000) with respect to any single Put. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to ninety-five percent (95%) % of the three lowest closing bid Best Bid price of the Common Stock during the Pricing Period. (IIii) If any closing bid price during the applicable Pricing Period with respect to that Put Notice is less than Seventy-Five percent (75%) % of the any lowest closing bid Best Bid prices of the Common Stock for the ten (10) fifteen Trading Days prior to the Put Notice Date (the "Minimum Acceptable Price"), the Put Notice will terminate at the Company's request. In the event that the closing bid price for the applicable Pricing Period is less than the Minimum Acceptable Price, the Company may elect, by sending written notice to the Investor to cancel the Put Notice. (iii) Within seven calendar days prior the commencement of each calendar quarter occurring subsequent to the commencement of the Open Period, the Company shall undertake to notify Investor as to its reasonable expectations as to the Put Amount it intends to raise during such calendar quarter, if any, through the issuance of Put Notices. Such notification shall constitute only the Company's good faith estimate with respect to such calendar quarter and shall in no way obligate the Company to raise such amount during such calendar quarter or otherwise limit its ability to deliver Put Notices during such calendar quarter. The failure by the Company to comply with this provision may be cured by notifying the Investor at any time as to the Company's reasonable expectations with respect to the current calendar quarter.

DELIVERY OF PUT NOTICES. (I) Subject to the terms and conditions of the Equity Line Transaction Documents, and from time to time during the Open Period, the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the number of shares of Common Stock (the “Put Amount (designated in U.S. DollarsAmount”) which the Company intends to sell to the Investor on a Closing DateDate (the “Put”). The number of Shares in any Put Notice shall be in the form attached hereto as Exhibit F and incorporated herein by reference. The amount that the Company shall be entitled to Put to the Investor not exceed five hundred thousand shares (the "Put Amount") shall be equal to, at the Company's election, either: (A) Two Hundred percent (200%) of the average daily volume (U.S. market only) of the Common Stock for the ten (10) Trading Days prior to the applicable Put Notice Date, multiplied by the average of the three (3) daily closing bid prices immediately preceding the Put Date, or (B) One-Hundred Thousand dollars ($100,000500,000); provided that in no event will the Put Amount be more than One Million Dollars ($1,000,000) with respect to any single Put. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing Pricing Period for the prior Put has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be purchased for a price equal to ninety-five percent the Purchase Price. Within two (95%2) days of delivering a Put Notice to the Investor, the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the lowest closing bid price of the Common Stock during the Pricing Period. Investor; and (II) If any closing bid price during In lieu of delivering physical certificates representing the applicable Pricing Period with respect to Securities and provided that Put Notice the Company’s transfer agent then is less than Seventy-Five percent participating in The Depository Trust Company (75%“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the any closing bid prices Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Common Stock Investor’s prime broker (as specified by the Investor within a reasonable period in advance of the Investor’s notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The price for the ten (10) Trading Days prior Put Amount will be determined by multiplying the number of Shares to be delivered specified in the Put Notice Date (by the "Minimum Acceptable Price"), the Put Notice will terminate at the Company's requestPurchase Price outlined in that particular Put. In the event that the closing bid price for Shares are not sufficient to cover the applicable Pricing Period is less than the Minimum Acceptable Priceentire Put, the Company may electshall immediately deliver more Shares pursuant to a request by the Investor. In the event there is an excess of Shares for that Put, by sending written notice the Company will be able to deduct that particular amount of excess Shares for the Investor to cancel the Put Noticesubsequent Put.

DELIVERY OF PUT NOTICES. (I) Subject to the terms and conditions of the Transaction Documents, and from time to time during the Open Period, the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the Put Amount (designated in U.S. Dollars) which the Company intends to sell to the Investor on a Closing Date. The Put Notice shall be in the form attached hereto as Exhibit F and incorporated herein by reference. The amount that the Company shall be entitled to Put to the Investor (the "Put Amount") shall be equal to, at the Company's election, either: larger of (A) Two Hundred percent (200%) of the average daily volume (U.S. market only) of the Common Stock for the ten (10) Trading Days prior to the applicable Put Notice Date, multiplied by the average of the three (3) daily closing bid prices immediately preceding the Put Date, or (B) One-Hundred Fifty Thousand dollars ($100,00050,000); provided that in no event will the Put Amount be more than One Million Dollars ($1,000,000) with respect to any single Put. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to ninety-five four percent (9594%) of the lowest closing bid price of the Common Stock during the Pricing Period. (II) If any closing bid price during the applicable Pricing Period with respect to that Put Notice is less than Seventy-Five percent (75%) of the any closing bid prices of the Common Stock for the ten (10) Trading Days prior to the Put Notice Date (the "Minimum Acceptable Price"), the Put Notice will terminate at the Company's request. In the event that the closing bid price for the applicable Pricing Period is less than the Minimum Acceptable Price, the Company may elect, by sending written notice to the Investor to cancel the Put Notice.

DELIVERY OF PUT NOTICES. (I) Subject to the terms and conditions of the Transaction Documents, and from time to time during the Open Period, Period the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the Put Amount (designated in U.S. Dollars) number of Shares which the Company intends to sell to the Investor on a Closing Dateduring the Pricing Period. The Put Amount may be a maximum of up to $200,000. Once the Put Notice is received by the Investor, the Put Notice shall not be in the form attached hereto as Exhibit F and incorporated herein terminated, withdrawn or otherwise revoked by reference. The amount that the Company shall be entitled to Put to the Investor (the "Put Amount") shall be equal to, at the Company's election, either: (A) Two Hundred percent (200%) of the average daily volume (U.S. market only) of the Common Stock for the ten (10) Trading Days prior to the applicable Put Notice Date, multiplied by the average of the three (3) daily closing bid prices immediately preceding the Put Date, or (B) One-Hundred Thousand dollars ($100,000); provided that except as set forth in no event will the Put Amount be more than One Million Dollars ($1,000,000) with respect to any single Putthis Agreement. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to ninety-five percent (95%) 88% of the Market Price. The Market Price shall be equal to the lowest closing bid price daily VWAP of the Common Stock during the Pricing Period. (II) If any . The Company shall, in its sole discretion, be entitled to terminate the balance of the current Put Notice, if the closing bid price during the applicable Pricing Period with respect to that Put Notice is less than Seventy-Five seventy percent (7570%) of the any closing bid prices Volume Weighted Average Price of the Common Stock for the ten fifteen (1015) Trading Days prior to the Put Notice Date (the "“Minimum Acceptable Price"”), the Put Notice will terminate at the Company's request. In the event that the closing bid price for the applicable Pricing Period is less than the Minimum Acceptable Price, the Company may elect, by sending written notice to the Investor Investors via facsimile, to cancel that portion of the Put NoticeNotice remaining for that number of Trading Days remaining after the written cancellation notice is deemed received by the Investors. The written notice shall be deemed received by the Investors on (i) the Trading Day it is received by facsimile or otherwise by the Investors if such notice is received on or prior to 12:00 noon New York time, or (ii) the immediately succeeding Trading Day if it is received by facsimile after 12:00 noon New York time on a Trading Day or at anytime on a day which is not a Trading Day. The Company shall still be responsible however, for delivering that number of shares of Common Stock that were sold by the Investors through and including the end of the Trading Day the written cancellation notice is deemed received by the Investors. Within ten (10) calendar days after the commencement of each calendar quarter occurring subsequent to the commencement of the Open Period, the Company undertakes to notify Investor as to its reasonable expectations as to the Put Amount it intends to raise during such calendar quarter, if any, through the issuance of Put Notices. Such notification shall constitute only the Company's good faith estimate with respect to such calendar quarter and shall in no way obligate the Company to raise such amount during such calendar quarter or otherwise limit its ability to deliver Put Notices during such calendar quarter. The failure by the Company to comply with this provision can be cured by the Company's notifying Investor at any time as to its reasonable expectations with respect to the current calendar quarter.

DELIVERY OF PUT NOTICES. (Ii) Subject to the terms and conditions of the Transaction Documents, and from time to time during the Open Period, the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the Put Amount (designated in U.S. Dollarsshares of Common Stock) which the Company intends to sell to the Investor on a Closing Date. The Put Notice shall be in the form attached hereto as Exhibit F B and incorporated herein by reference. The amount that the Company shall be entitled to Put to the Investor (the "Put Amount") shall be equal to, at the Company's election, either: (Aa) Two Hundred percent (200%) % of the average daily volume (U.S. market only) of the Common Stock for the ten (10) 10 Trading Days prior to the applicable Put Notice Date, multiplied by the average of the three (3) daily closing bid Best Bid prices immediately preceding the Put Date, or (Bb) One-Hundred Thousand dollars ($100,000)10,000; provided that in no event will the Put Amount be more than One Million Dollars ($1,000,000) 1,000,000 with respect to any single Put. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to ninety-five percent (95%) 93% of the lowest closing bid Best Bid price of the Common Stock during the Pricing Period. (IIii) If any closing bid price during the applicable Pricing Period with respect to that Put Notice is less than Seventy-Five percent (75%) % of the any closing bid Best Bid prices of the Common Stock for the ten (10) fifteen Trading Days prior to the Put Notice Date (the "Minimum Acceptable Price"), the Put Notice will terminate at the Company's requestrequest sent in accordance with Section 9 of this Agreement. In the event that the closing bid price for the applicable Pricing Period is less than the Minimum Acceptable Price, the Company may elect, by sending written notice to the Investor to cancel the Put Notice. (iii) Within seven calendar days after the commencement of each calendar quarter occurring subsequent to the commencement of the Open Period, the Company undertakes to notify Investor as to its reasonable expectations as to the Put Amount it intends to raise during such calendar quarter, if any, through the issuance of Put Notices. Such notification shall constitute only the Company's good faith estimate with respect to such calendar quarter and shall in no way obligate the Company to raise such amount during such calendar quarter or otherwise limit its ability to deliver Put Notices during such calendar quarter. The failure by the Company to comply with this provision may be cured by the Company's notification Investor at any time as to its reasonable expectations with respect to the current calendar quarter.

DELIVERY OF PUT NOTICES. (I) Subject to the terms and conditions of the Transaction Documents, and from time to time during the Open Period, the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the Put Amount (designated in U.S. Dollars) which the Company intends to sell to the Investor on a Closing Date. The Put Notice shall be in the form attached hereto as Exhibit F and incorporated herein by reference. The amount that the Company shall be entitled to Put to the Investor (the "Put Amount") shall be equal to, at the Company's election, either: (A) Two Hundred percent (200%) of the average daily volume (U.S. market only) of the Common Stock for the ten (10) Trading Days prior to the applicable Put Notice Date, multiplied by the average of the three (3) daily closing bid prices immediately preceding the Put Date, or (B) One-Hundred Thousand dollars ($100,000); provided that in no event will the Put Amount be more than One Million Dollars (an amount up to $1,000,000) with respect to any single Put. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to ninety-five percent eight (9598%) of the lowest closing bid price of the Common Stock during the Pricing Period. (II) If any closing bid price during the applicable Pricing Period with respect to that Put Notice is less than Seventy-Five percent (75%) % of the any closing bid prices of the Common Stock for the ten (10) Trading Days prior to the Put Notice Date (the "Minimum Acceptable Price"), the Put Notice will terminate at the Company's request. In the event that the closing bid price for the applicable Pricing Period is less than the Minimum Acceptable Price, the Company may elect, by sending written notice to the Investor to cancel the Put Notice.. (C) RESERVED (D) INVESTOR'S OBLIGATION TO PURCHASE SHARES. Subject to the conditions set forth in this Agreement, following the Investor's receipt of a validly delivered Put Notice, the Investor shall be required to purchase from the Company during the related Pricing Period that number of Shares having an aggregate Purchase Price equal to the lesser of (i) the Put Amount set forth in the Put Notice, and (ii) 20% of the aggregate trading volume of the Common Stock during the applicable Pricing Period times (x) the average of the lowest closing bid prices of the Company's Common Stock during the specified Pricing Period, but only if said Shares bear no restrictive legend, are not subject to stop transfer instructions, pursuant to Section 2(h), prior to the applicable Closing Date. (E) Reserved (F) CONDITIONS TO INVESTOR'S OBLIGATION TO PURCHASE SHARES. Notwithstanding anything to the contrary in this Agreement, the Company shall not be entitled to deliver a Put Notice and the Investor shall not be obligated to purchase any Shares at a Closing (as defined in Section 2(h)) unless each of the following conditions are satisfied: (I) a Registration Statement shall have been declared effective and shall remain effective and available for the resale of all the Registrable Securities (as defined in the Registration Rights Agreement) at all times until the Closing with respect to the subject Put Notice; (II) at all times during the period beginning on the related Put Notice Date and ending on and including the related Closing Date, the Common Stock shall have been listed on the Principal Market and shall not have been suspended from trading thereon for a period of two (2) consecutive Trading Days during the Open Period and the Company shall not have been notified of any pending or threatened proceeding or other action to suspend the trading of the Common Stock; (III) the Company has complied with its obligations and is otherwise not in breach of a material provision of, or in default under, this Agreement, the Registration Rights Agreement or any other agreement executed in connection herewith which has not been corrected prior to delivery of the Put Notice Date; (IV) no injunction shall have been issued and remain in force, or action commenced by a governmental authority which has not been stayed or abandoned, prohibiting the purchase or the issuance of the Securities; and (V) the issuance of the Securities will not violate any shareholder approval requirements of the Principal Market. If any of the events described in clauses (i) through (v) above occurs during a Pricing Period, then the Investor shall have no obligation to purchase the Put Amount of Common Stock set forth in the applicable Put Notice. (G) RESERVED (H)

DELIVERY OF PUT NOTICES. (I) Subject to the terms and conditions of the Transaction Documents, and from time to time during the Open Period, the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the Put Amount (designated in U.S. Dollarsshares of Common Stock) which the Company intends to sell to the Investor on a Closing Date. The Put Notice shall be in the form attached hereto as Exhibit F B and incorporated herein by reference. The amount that the Company shall be entitled to Put to the Investor (the "Put Amount") shall be equal to, at the Company's election, either: (A) Two Hundred percent (200%) % of the average daily volume (U.S. market only) of the Common Stock for the ten (10) 10 Trading Days prior to the applicable Put Notice Date, multiplied by the average of the three (3) daily closing bid Best Bid prices immediately preceding the Put Date, or (B) One-Hundred Thousand dollars ($100,000)10,000; provided that in no event will the Put Amount be more than One Million Dollars ($1,000,000) 1,000,000 with respect to any single Put. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to ninety-five percent (95%) 93% of the lowest closing bid Best Bid price of the Common Stock during the Pricing Period. (II) If any closing bid price during the applicable Pricing Period with respect to that Put Notice is less than Seventy-Five percent (75%) % of the any closing bid Best Bid prices of the Common Stock for the ten (10) fifteen Trading Days prior to the Put Notice Date (the "Minimum Acceptable Price"), the Put Notice will terminate at the Company's requestrequest sent in accordance with Section 9 of this Agreement. In the event that the closing bid price for the applicable Pricing Period is less than the Minimum Acceptable Price, the Company may elect, by sending written notice to the Investor to cancel the Put Notice. (III) Within seven calendar days after the commencement of each calendar quarter occurring subsequent to the commencement of the Open Period, the Company undertakes to notify Investor as to its reasonable expectations as to the Put Amount it intends to raise during such calendar quarter, if any, through the issuance of Put Notices. Such notification shall constitute only the Company's good faith estimate with respect to such calendar quarter and shall in no way obligate the Company to raise such amount during such calendar quarter or otherwise limit its ability to deliver Put Notices during such calendar quarter. The failure by the Company to comply with this provision may be cured by the Company's notification Investor at any time as to its reasonable expectations with respect to the current calendar quarter.

DELIVERY OF PUT NOTICES. (Ii) Subject to the terms and conditions of the Transaction Documents, and from time to time during the Open Period, the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the Put Amount (designated in U.S. Dollarsshares of Common Stock) which the Company intends to sell to the Investor on a Closing Date. The Put Notice shall be in the form attached hereto as Exhibit F B and incorporated herein by reference. The amount that the Company shall be entitled to Put to the Investor (the "Put Amount") shall be equal to, at the Company's election, either: (A) Two Hundred two hundred percent (200%) of the average daily volume (U.S. market only) of the Common Stock for the ten (10) Trading Days prior to the applicable Put Notice Date, multiplied by the average of the three (3) daily closing bid Best Bid prices immediately preceding the Put Date, or (B) One-Hundred Thousand ten thousand dollars ($100,00010,000); provided that in no event will the Put Amount be more than One Million Dollars three hundred thousand dollars ($1,000,000300,000) with respect to any single Put, and the aggregate dollar amount of all Puts in any thirty (30) day period shall not exceed three hundred thousand dollars ($300,000). During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to ninetyeighty-five eight percent (9588%) of the lowest closing bid Best Bid price of the Common Stock during the Pricing Period. (IIii) If any closing bid price Within seven (7) calendar days after the commencement of each calendar quarter occurring subsequent to the commencement of the Open Period, the Company undertakes to notify Investor as to its reasonable expectations as to the Put Amount it intends to raise during such calendar quarter, if any, through the applicable Pricing Period issuance of Put Notices. Such notification shall constitute only the Company's good faith estimate with respect to that such calendar quarter and shall in no way obligate the Company to raise such amount during such calendar quarter or otherwise limit its ability to deliver Put Notice is less than Seventy-Five percent (75%) of Notices during such calendar quarter. The failure by the any closing bid prices of the Common Stock for the ten (10) Trading Days prior Company to the Put Notice Date (the "Minimum Acceptable Price"), the Put Notice will terminate at comply with this provision may be cured by the Company's request. In the event that the closing bid price for the applicable Pricing Period is less than the Minimum Acceptable Price, the Company may elect, by sending written notice notification Investor at any time as to its reasonable expectations with respect to the Investor to cancel the Put Noticecurrent calendar quarter.

DELIVERY OF PUT NOTICES. (I) Subject to the terms and conditions of the Transaction Documents, and from From time to time during the Open Period, Period the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the Put Amount (designated in U.S. Dollars) of Shares which the Company intends to sell to the Investor on during the Pricing Period. In addition, the Put Amount designated by the Company in a Closing Date. The Put Notice shall be in the form attached hereto as Exhibit F and incorporated herein by reference. The amount that the Company shall be entitled equal to Put to the Investor (the "Put Amount") shall be equal to, at the Company's election, either: (A) Two Hundred two hundred percent (200%) of the average daily volume (U.S. market only) of the Common Stock for the ten twenty (1020) Trading Days prior to the applicable Put Notice Date, Date multiplied by the average of the three (3) daily closing bid prices immediately preceding the Put Notice Date, or (B) One-Hundred Thousand but in no event less than fifteen thousand dollars ($100,00015,000); provided that in no event will . Once the Put Amount Notice is received by the Investor the Put Notice shall not be more than One Million Dollars ($1,000,000) with respect terminated by the Company, except pursuant to any single Putthis Section 2(b). During the Open Period, the Company shall not be entitled to submit a another Put Notice until after the previous Closing closing has been completedcompleted and there is a minimum of eight (8) Trading Days between Put Notices. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to ninety-five six percent (9596%) of the average of the three (3) lowest closing bid price prices of the Company's Common Stock during the specified Pricing Period. (II) If any . The Company shall, in its sole discretion, be entitled to terminate the balance of the current Put Notice, if the closing bid price during the applicable Pricing Period with respect to that Put Notice is less than Seventyseventy-Five five percent (75%) of the any closing bid prices of the Common Stock Volume Weighted Average Price for the ten fifteen (1015) Trading Days prior to the Day period immediately preceding such Put Notice Date (the "Minimum Acceptable PriceMINIMUM ACCEPTABLE PRICE"), the Put Notice will terminate at the Company's request. In the event that the closing bid price for the applicable Pricing Period is less than the Minimum Acceptable Price, the Company may elect, by sending written notice to the Investor Investors via facsimile, to cancel that portion of the Put NoticeNotice remaining for that number of Trading Days remaining after the written cancellation notice is deemed received by the Investor. The written cancellation notice shall be deemed received by the Investor on (i) the Trading Day it is received by facsimile, or otherwise on that day or the immediate next Trading Day as determined by the Investor if such notice is received on or prior to 12:00 noon New York time, or (ii) the immediately succeeding Trading Day if it is received by facsimile after 12:00 noon New York time on a Trading Day or at anytime on a day which is not a Trading Day. The Company shall still be responsible however, for delivering that number of shares of Common Stock to the Escrow Agent that were purchased and sold by the Investor through and including the end of the Trading Day the written cancellation notice is deemed received by the Investor.

DELIVERY OF PUT NOTICES. (Ii) Subject to the terms and conditions of the Transaction Documents, and from time to time during the Open Period, the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the Put Amount (designated in U.S. Dollars) which the Company intends to sell to the Investor on a Closing Date. The Put Notice shall be in the form attached hereto as Exhibit F B and incorporated herein by reference. The amount that the Company shall be entitled to Put to the Investor in any single Put Notice (the "“Put Amount"”) shall be equal to, at the Company's ’s election, either: (Aa) Two Hundred two hundred percent (200%) of the average daily volume (U.S. market only) of the Common Stock for the ten (10) Trading Days prior to the applicable Put Notice Date, multiplied by the average of the three (3) daily closing bid Best Bid prices immediately preceding the Put Date, or (Bb) Onetwenty-Hundred Thousand dollars (five thousand $100,000)25,000; provided that in no event will the Put Amount be more than One Million Dollars ($1,000,000) with respect to any single Put. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to ninety-five percent (95%) 96% of the lowest closing bid Best Bid price of the Common Stock during the Pricing Period. (IIii) If any closing bid price during the applicable Pricing Period with respect to that Put Notice is less than Seventy-Five percent (75%) 90% of the any lowest closing bid Best Bid prices of the Common Stock for the ten (10) fifteen Trading Days prior to the Put Notice Date (the "“Minimum Acceptable Price"”), the Put Notice will terminate at the Company's request’s request sent in accordance with Section 9 of this Agreement. In the event that the closing bid price for the applicable Pricing Period is less than the Minimum Acceptable Price, the Company may elect, by sending written notice to the Investor to cancel the Put Notice. (iii) Within seven calendar days prior the commencement of each calendar quarter occurring subsequent to the commencement of the Open Period, the Company shall undertake to notify Investor as to its reasonable expectations as to the Put Amount it intends to raise during such calendar quarter, if any, through the issuance of Put Notices. Such notification shall constitute only the Company’s good faith estimate with respect to such calendar quarter and shall in no way obligate the Company to raise such amount during such calendar quarter or otherwise limit its ability to deliver Put Notices during such calendar quarter. The failure by the Company to comply with this provision may be cured by notifying the Investor at any time as to the Company’s reasonable expectations with respect to the current calendar quarter.

DELIVERY OF PUT NOTICES. (I) Subject to the terms and conditions of the Transaction Documents, and from time to time during the Open Period, the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the Put Amount (designated in U.S. Dollars) which the Company intends to sell to the Investor on a Closing Date. The Put Notice shall be in the form attached hereto as Exhibit F B and incorporated herein by reference. The amount that the Company shall be entitled to Put to the Investor in any single Put Notice (the "Put Amount") ---------- shall be equal to, at the Company's election, either: (A) Two Hundred two hundred percent (200%) of the average daily volume (U.S. market only) of the Common Stock for the ten twenty (1020) Trading Days prior to the applicable Put Notice Date, multiplied by the average of the three (3) daily closing bid Best Bid prices immediately preceding the Put Date, or (B) One-Hundred Thousand dollars twenty five thousand ($100,00025,000); provided that in no event will the Put Amount be more than One Million Dollars ($1,000,000) with respect to any single Put. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to 94% (ninety-five percent (95%four percent) of the lowest closing bid Best Bid price of the Common Stock during the Pricing Period. (II) If any closing bid price during the applicable Pricing Period with respect to that Put Notice is less than Seventy-Five percent (75%) % of the any lowest closing bid Best Bid prices of the Common Stock for the ten (10) fifteen Trading Days prior to the Put Notice Date (the "Minimum Acceptable Price"), the Put Notice will -------------------------- terminate at the Company's requestrequest sent in accordance with Section 9 of this Agreement. In the event that the closing bid price for the applicable Pricing Period is less than the Minimum Acceptable Price, the Company may elect, by sending written notice to the Investor to cancel the Put Notice. (III) Within seven calendar days prior the commencement of each calendar quarter occurring subsequent to the commencement of the Open Period, the Company shall undertake to notify Investor as to its reasonable expectations as to the Put Amount it intends to raise during such calendar quarter, if any, through the issuance of Put Notices. Such notification shall constitute only the Company's good faith estimate with respect to such calendar quarter and shall in no way obligate the Company to raise such amount during such calendar quarter or otherwise limit its ability to deliver Put Notices during such calendar quarter. The failure by the Company to comply with this provision may be cured by notifying the Investor at any time as to the Company's reasonable expectations with respect to the current calendar quarter.

DELIVERY OF PUT NOTICES. (I) Subject to the terms and conditions satisfaction of the Transaction Documents-------------------------- conditions set forth in this Section 1, at any time and from time to time during the Open Periodperiod beginning on and including the Trading Day (as defined below) immediately following the date on which the initial Registration Statement (as defined in the Registration Rights Agreement) filed pursuant to the Registration Rights Agreement is declared effective (the "EFFECTIVE DATE") by the Securities and Exchange Commission (the "SEC") and ending on the earlier of (i) the date which is eighteen (18) months from the Effective Date, and (ii) termination of this Agreement in accordance with Section 8 (the time period between the Effective Date and the earlier of (i) and (ii) being known as the "OPEN PERIOD"), the Company may, in its sole discretion, deliver a Put Notice written notice to the Investor which states (the "PUT NOTICE"). The Put Amount Notice shall state the dollar amount (designated in U.S. Dollarsthe "DOLLAR AMOUNT") which of Shares that the Company intends to sell to the Investor during the period beginning on the trading day immediately following the date which the Investor receives the Put Notice (the "PUT NOTICE DATE") and ending on and including the date which is ten (10) Trading Days after such Put Notice Date (the "PURCHASE PERIOD"). A Put Notice shall be deemed delivered on (x) the Trading Day it is received by facsimile or otherwise by the Investor if such notice is received prior to 12:00 noon Eastern Time (receipt being deemed to occur if the Company possess a facsimile confirmation showing completed transmission by such time), or (y) the immediately succeeding Trading Day if it is received by facsimile or otherwise after 12:00 noon Eastern Time on a Closing DateTrading Day (receipt being documented as described in (x) above). The No Put Notice may be deemed delivered, on a day that is not a Trading Day. For purposes of this Agreement, "TRADING DAY" shall mean any day on which the Principal Market (as defined in Section 1(f)) for the Common Stock is open for trading. In addition, the Dollar Amount designated by the Company in a Put Notice shall be in increments of not less than $100,000 and not more $5,000,000 subject to the form attached hereto requirements set forth in this Agreement. Once the Put Notice is received by the Investor the Put Notice shall not be terminated, withdrawn or otherwise revoked by the Company. During the Open Period, Put Notices may be delivered no more frequently than once in each period of eleven (11) consecutive Trading Days, such that a Put Notice may not be given during a Purchase Period. The Dollar Amount that the Company is permitted to request with respect to each Put Notice depends on the product of the daily trading volume and the average trade price of the Company's Common Stock on the Principal Market (as Exhibit F and incorporated herein defined in Section 1(f)), (the "VOLUME WEIGHTED AVERAGE PRICE"). The Volume Weighted Average Price shall be as reported by referenceBloomberg Financial Markets ("BLOOMBERG") through its "Volume at Price" function or if not available through Bloomberg because of delisting, then the average of the bid prices of any market makers for the Company's Common Stock as reported in the "pink sheets" by the National Quotation Bureau, Inc. The maximum Dollar Amount of the Put Notice will be calculated by multiplying the average of the Volume Weighted Average Price for the thirty (30) Trading Days immediately preceding the Put Notice Date, by (1.5) (the "MAXIMUM PUT AMOUNT"). The amount that the Company shall is able to draw down can be entitled to Put to the Investor (the "Put Amount") shall be equal to, at the Company's election, either: (A) Two Hundred percent (200%) of the average daily volume (U.S. market only) of the Common Stock for increased or decreased if mutually agreed upon by both parties in writing. For the ten (10) Trading Days prior to the applicable Put Notice Date, multiplied by the average of the three (3) daily closing bid prices immediately preceding the Put Date, or (B) One-Hundred Thousand dollars ($100,000); provided that in no event will the Put Amount be more than One Million Dollars ($1,000,000) with respect to any single Put. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to ninety-five percent (95%) of the lowest closing bid price of the Common Stock during the Pricing Period. (II) If any closing bid price during the applicable Pricing Period with respect to that Put Notice is less than Seventy-Five percent (75%) of the any closing bid prices of the Common Stock for the ten (10) Trading Days prior to both the Put Notice Date (and the "Minimum Acceptable Price"applicable Closing Date, as defined in Section 1(h), the Put Notice will terminate Volume Weighted Average Price must be at the Company's requestleast $75,000. In the event that the closing bid The price for the applicable Pricing Period is less than the Minimum Acceptable Price, the Company may elect, by sending written notice to at which the Investor to cancel will purchase the Put Notice.Common Stock ("PURCHASE PRICE") will be as follows:

DELIVERY OF PUT NOTICES. (Ii) Subject to the terms and conditions ----------------------- of the Transaction Documents, and from time to time during the Open Period, the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the Put Amount (designated in U.S. Dollarsshares of Common Stock) which the Company intends to sell to the Investor on a Closing Date. The Put Notice shall be in the form attached hereto as Exhibit F "F" and incorporated herein by reference. The Company shall simultaneously deliver a copy of the Put Notice to the Escrow Agent. The Put Amount designated by the Company in the form of a Put Notice shall be as follows: The amount that the Company shall be entitled to Put to the Investor (the "Put Amount") shall be equal to, at the Company's election, either: (A) Two Hundred percent (200%) to 175% of the average daily volume (U.S. market only) of the Common Stock for the ten 20 (10twenty) Trading Days prior to the applicable Put Notice Date, Date multiplied by the average of the three (3) daily closing bid prices immediately preceding the Put Date, or (B) One-Hundred Thousand dollars ($100,000); provided that but in no event will the Put Amount be more than One Million Dollars ($1,000,000) with respect to any single Put. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to 94% (ninety-five percent (95%four percent) of the lowest closing bid price of the Common Stock during the Pricing Period. (IIii) If any the closing bid price during the applicable Pricing Period with respect to that Put Notice is less than Seventy75% (seventy-Five percent (75%five percent) of the any closing bid prices of the Common Stock for the ten fifteen (1015) Trading Days prior to the Put Notice Date (the "Minimum Acceptable PriceMINIMUM ACCEPTABLE PRICE"), ) the Put Notice will terminate terminate, only at the Company's request, sent via FACSIMILE to the Investor, the Investor will continue the Put until the FACSIMILE is received by the Investor. In the event that the closing bid price for the applicable Pricing Period is less than the Minimum Acceptable Price, the Company may elect, by sending written notice to the Investor via facsimile with a copy to the Escrow Agent, to cancel that portion of the Put Notice.Notice remaining for that number of Trading Days remaining after the written cancellation notice is received by the Investors. The written notice shall be deemed received by the Investors on (i) the Trading Day it is actually received by facsimile or otherwise by the Investors if such notice is received on or prior to 9:00 A.M. New York time, or (ii) the immediately succeeding Trading Day if it is received by facsimile after

DELIVERY OF PUT NOTICES. (I) Subject to the terms and conditions of the Equity Line Transaction Documents, and from time to time during the Open Period, the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the Put Amount dollar amount (designated in U.S. Dollars) (the “Put Amount”) of Shares which the Company intends to sell to the Investor on a Closing DateDate (the “Put”). The Put Notice Amount shall be in the form attached hereto as Exhibit F and incorporated herein by reference. The amount that the Company shall be entitled to Put to the Investor (the "Put Amount") shall be equal to, at the Company's election, either: (A) Two Hundred percent (200%) of the average daily volume (U.S. market only) of the Common Stock for the ten (10) Trading Days prior to the applicable Put Notice Date, multiplied by the average of the three (3) daily closing bid prices immediately preceding the Put Date, or (B) One-Hundred Thousand not exceed five hundred thousand dollars ($100,000500,000); provided that in no event will the Put Amount be more than One Million Dollars ($1,000,000) with respect to any single Put. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing Pricing Period for the prior Put has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be purchased for a price equal to ninety-five percent the Purchase Price. Within two (95%2) days of delivering a Put Notice to the Investor, the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the lowest closing bid price of the Common Stock during the Pricing Period. Investor; and (II) If any closing bid price during In lieu of delivering physical certificates representing the applicable Pricing Period with respect to Securities and provided that Put Notice the Company's transfer agent then is less than Seventy-Five percent participating in The Depository Trust Company (75%“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the any closing bid prices Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Common Stock for Investor's prime broker (as specified by the ten Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (10“DWAC”) Trading Days prior system. The number of Shares to be delivered will be determined by dividing the Put Amount specified in the Put Notice Date (by the "Minimum Acceptable Price"), the Put Notice will terminate at the Company's requestSuspension Price outlined in that particular Put. In the event that the closing bid price for Shares are not sufficient to cover the applicable Pricing Period is less than the Minimum Acceptable Priceentire Put, the Company may electshall immediately deliver more Shares pursuant to a request by the Investor. In the event there is an excess of Shares for that Put, by sending written notice the Company will be able to deduct that particular amount of excess Shares for the Investor to cancel the Put Noticesubsequent Put.

DELIVERY OF PUT NOTICES. (I) Subject to the terms and conditions of the Transaction Documents, and from time to time during the Open Period, the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the Put Amount dollar amount (designated in U.S. Dollars) (the "Put Amount") ,which the Company intends to sell to the Investor on a Closing DateDate (the "Put"). The Put Notice shall be in the form attached hereto as Exhibit F C and incorporated herein by reference. The amount that the Company shall be entitled to Put to the Investor (the "Put Amount") shall be equal to, at the Company's election, either: (A) Two Hundred percent (200%) of the average daily volume (U.S. market only) of the Common Stock for the ten Three (103) Trading Days prior to the applicable Put Notice Date, multiplied by the average of the three (3) daily closing bid prices immediately preceding the Put Date, or (B) One-One Hundred Thousand dollars ($100,000); provided that in no event will the Put Amount be more than One Million Dollars ($1,000,000) with respect to any single Put. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to ninety-five percent (95%) 95)% of the lowest closing bid Best Bid price of the Common Stock during the Pricing Period. (II) If any closing bid price during the applicable Pricing Period with respect to that Put Notice is less than Seventy-Five percent (75%) of the any closing bid prices of the Common Stock for the ten (10) Trading Days prior to the Put Notice Date (the "Minimum Acceptable Price"), the Put Notice will terminate at the Company's request. In the event that the closing bid price for the applicable Pricing Period is less than the Minimum Acceptable Price, the Company may elect, by sending written notice to the Investor to cancel the Put Notice.

DELIVERY OF PUT NOTICES. (I) Subject to the terms and conditions of the Transaction Documents, and from time to time during the Open Period, the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the Put Amount (designated in U.S. DollarsUS dollars) which the Company intends to sell to the Investor on a Closing Date. The Put Notice shall be in the form attached hereto as Exhibit F and incorporated herein by reference. The amount that the Company shall be entitled to Put to the Investor (the "Put Amount") shall be equal to, at the Company's election, either: (A) Two Hundred percent (up to 200%) % of the average daily volume (U.S. market only) of the Common Stock for the ten (10) Trading Days prior to the applicable Put Notice Date, multiplied by the average of the three (3) daily closing bid prices immediately preceding the Put Date, or (B) One-Hundred Thousand dollars ($100,000)50,000; provided that in no event will the Put Amount be more than One Million Dollars ($1,000,000) 1,000,000 with respect to any single Put. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to ninety-five percent (95%) of the lowest closing bid price of the Common Stock during the Pricing Period. (II) If any closing bid price during the applicable Pricing Period with respect to that Put Notice is less than Seventy-Five ninety percent (7590%) of the any average closing bid prices price of the Common Stock for the ten (10) Trading Days prior to the Put Notice Date (the "Minimum Acceptable Price"), the Put Notice will terminate at the Company's request. In the event that the closing bid price for the applicable Pricing Period is less than the Minimum Acceptable Price, the Company may elect, by sending written notice to the Investor to cancel the Put Notice.

DELIVERY OF PUT NOTICES. (I) Subject The Company shall have the option, exercisable in its sole discretion and subject to the terms and conditions of this Agreement (the Transaction Documents“Put”), and from time to deliver a Put Notice to Subscriber at any time during the Open Period, the Company may, in its sole discretion, deliver a . Any such Put Notice to shall state the Investor which states the Put Amount (designated in U.S. Dollars) which number of Shares the Company intends to sell to Subscriber, along with the Investor applicable Share Price and Put Amount for the Shares subject to such Put, all of which shall be calculated by the Company in accordance with this Agreement. The minimum Put Amount shall be equal to Fifty Thousand Dollars ($50,000) and the maximum Put Amount shall be equal to Two Hundred Fifty Thousand Dollars ($250,000). Upon delivery of such a Put Notice, Subscriber has the option to purchase the number of Shares stated in such Put Notice on a Closing Datethe terms stated therein and according to the terms of this Agreement. The Put Notice shall be in the form attached hereto as Exhibit F and A, which is incorporated herein by reference. Each Put set forth in a separate Put Notice shall be for an aggregate Put Amount that is in an integral multiple of Fifty Thousand Dollars ($50,000); provided, that if the Share Price for any Put would result in a fractional number of Shares using an otherwise qualifying Put Amount, then the number of Shares shall be reduced to the next lowest whole number of Shares, and the total Put Amount for that particular Put shall be adjusted accordingly without being deemed in violation of the requirements of this Section. The amount that the Company shall be entitled send wire transfer instructions to Subscriber for each Put Notice. Subscriber shall sign each Put Notice and deliver it back to the Investor (the "Put Amount") shall be equal toCompany, after adding an eligible Closing Date in accordance with Section 2.3, at the Company's election, either: least three (A) Two Hundred percent (200%) of the average daily volume (U.S. market only) of the Common Stock for the ten (103) Trading Days prior to the applicable Put Notice Date, multiplied Closing Date chosen by the average of the three (3) daily closing bid prices immediately preceding the Put Date, or (B) One-Hundred Thousand dollars ($100,000); provided that in no event will the Put Amount be more than One Million Dollars ($1,000,000) with respect to any single Put. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to ninety-five percent (95%) of the lowest closing bid price of the Common Stock during the Pricing PeriodSubscriber. (II) If any closing bid price during the applicable Pricing Period with respect to that Put Notice is less than Seventy-Five percent (75%) of the any closing bid prices of the Common Stock for the ten (10) Trading Days prior to the Put Notice Date (the "Minimum Acceptable Price"), the Put Notice will terminate at the Company's request. In the event that the closing bid price for the applicable Pricing Period is less than the Minimum Acceptable Price, the Company may elect, by sending written notice to the Investor to cancel the Put Notice.

DELIVERY OF PUT NOTICES. (Ii) Subject to the terms and conditions of the Transaction Documents, and from time to time during the Open Period, the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the Put Amount (designated in U.S. Dollars) which the Company intends to sell to the Investor on a Closing Date. The Put Notice shall be in the form attached hereto as Exhibit F B and incorporated herein by reference. The amount that the Company shall be entitled to Put to the Investor in any single Put Notice (the "Put Amount") shall be equal to, at the Company's election, either: (Aa) Two Hundred two hundred percent (200%) of the average daily volume (U.S. market only) of the Common Stock for the ten (10) Trading Days prior to the applicable Put Notice Date, multiplied by the average of the three (3) daily closing bid Best Bid prices immediately preceding the Put Date, or (Bb) One-Hundred Thousand dollars (twenty thousand $100,000)20,000; provided that in no event will the Put Amount be more than One Million Dollars ($1,000,000) with respect to any single Put. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to ninety-five percent (95%) % of the lowest closing bid Best Bid price of the Common Stock during the Pricing Period. (IIii) If any closing bid price during the applicable Pricing Period with respect to that Put Notice is less than Seventy-Five percent (75%) % of the any lowest closing bid Best Bid prices of the Common Stock Stock,for the ten (10) fifteen Trading Days prior to the Put Notice Date or less that $.45 (the "Minimum Acceptable Price"), the Put Notice will terminate at the Company's requestrequest sent in accordance with this Agreement. In the event that the closing bid price for the applicable Pricing Period is less than the Minimum Acceptable Price, Price the Company may elect, by sending written notice to the Investor to cancel the Put Notice. (iii) Within seven calendar days prior the commencement of each calendar quarter occurring subsequent to the commencement of the Open Period, the Company shall undertake to notify Investor as to its reasonable expectations as to the Put Amount it intends to raise during such calendar quarter, if any, through the issuance of Put Notices. Such notification shall constitute only the Company's good faith estimate with respect to such calendar quarter and shall in no way obligate the Company to raise such amount during such calendar quarter or otherwise limit its ability to deliver Put Notices during such calendar quarter. The failure by the Company to comply with this provision may be cured by notifying the Investor at any time as to the Company's reasonable expectations with respect to the current calendar quarter.

DELIVERY OF PUT NOTICES. (I) Subject to the terms and conditions of the Transaction Documents, and from time to time during the Open Period, Period the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the Put Amount (designated in U.S. Dollars) of Shares which the Company intends to sell to the Investor on a Closing Dateduring the Pricing Period. The maximum Put Amount designated by the Company in a Put Notice shall be in the form attached hereto as Exhibit F and incorporated herein by reference. The amount that the Company shall be entitled equal to Put to the Investor (the "Put Amount") shall be equal to, at the Company's election, either: (A) Two Hundred one hundred seventy-five percent (200175%) of the average daily volume (U.S. market only) of the Common Stock for the ten forty (1040) Trading Days prior to the applicable Put Notice Date, Date multiplied by the average of the three (3) daily closing bid prices immediately preceding the Put Date, or (B) One-Hundred Thousand dollars ($100,000); provided that but in no event will more than $1,000,000. Once the Put Amount Notice is received by the Investor the Put Notice shall not be more than One Million Dollars ($1,000,000) with respect to any single Putterminated, withdrawn or otherwise revoked by the Company except as set forth in this Agreement. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to ninety-five seven percent (9597%) of the average of the four (4) lowest closing bid price prices of the Company's Common Stock during the five (5) Trading Day Pricing Period. (II) If any . The Company shall, in its sole discretion, be entitled to terminate the balance of the current Put Notice, if the closing bid price during the applicable Pricing Period with respect to that Put Notice is less than Seventyseventy-Five five percent (75%) of the any closing bid prices Volume Weighted Average Price of the Common Stock for the ten fifteen (1015) Trading Days prior to the Put Notice Date (the "Minimum Acceptable Price"“MINIMUM ACCEPTABLE PRICE”), the Put Notice will terminate at the Company's request. In the event that the closing bid price for the applicable Pricing Period is less than the Minimum Acceptable Price, the Company may elect, by sending written notice to the Investor via facsimile, to cancel that portion of the Put NoticeNotice remaining for that number of Trading Days remaining after the written cancellation notice is deemed received by the Investor. The written notice shall be deemed received by the Investor on (i) the Trading Day it is received by facsimile or otherwise by the Investor if such notice is received on or prior to 12:00 noon New York time, or (ii) the immediately succeeding Trading Day if it is received by facsimile after 12:00 noon New York time on a Trading Day or at anytime on a day which is not a Trading Day. The Company shall still be responsible however, for delivering that number of shares of Common Stock to the Escrow Agent that were sold by the Investor through and including the end of the Trading Day the written cancellation notice is deemed received by the Investor. Within ten (10) calendar days after the commencement of each calendar quarter occurring subsequent to the commencement of the Open Period, the Company undertakes to notify Investor as to its reasonable expectations as to the Put Amount it intends to raise during such calendar quarter, if any, through the issuance of Put Notices. Such notification shall constitute only the Company's good faith estimate with respect to such calendar quarter and shall in no way obligate the Company to raise such amount during such calendar quarter or otherwise limit its ability to deliver Put Notices during such calendar quarter. The failure by the Company to comply with this provision can be cured by the Company's notifying Investor at any time as to its reasonable expectations with respect to the current calendar quarter.

DELIVERY OF PUT NOTICES. (I) Subject to the terms and conditions satisfaction of the Transaction Documentsconditions set forth in this Section 1, at any time and from time to time during the Open Periodperiod beginning on and including the Trading Day (as defined below) immediately following the date on which the initial Registration Statement (as defined in the Registration Rights Agreement) filed pursuant to the Registration Rights Agreement is declared effective (the "EFFECTIVE DATE") by the Securities and Exchange Commission (the "SEC") and ending on the earlier of (i) the date which is eighteen (18) months from the Effective Date, and (ii) termination of this Agreement in accordance with Section 8 (the time period between the Effective Date and the earlier of (i) and (ii) being known as the "OPEN PERIOD"), the Company may, in its sole discretion, deliver a Put Notice written notice to the Investor which states (the "PUT NOTICE"). The Put Amount Notice shall state the dollar amount (designated in U.S. Dollarsthe "DOLLAR AMOUNT") which of Shares that the Company intends to sell to the Investor during the period beginning on the trading day immediately following the date which the Investor receives the Put Notice (the "PUT NOTICE DATE") and ending on and including the date which is ten (10) Trading Days after such Put Notice Date (the "PURCHASE PERIOD"). A Put Notice shall be deemed delivered on (x) the Trading Day it is received by facsimile or otherwise by the Investor if such notice is received prior to 12:00 noon Eastern Time (receipt being deemed to occur if the Company possess a facsimile confirmation showing completed transmission by such time), or (y) the immediately succeeding Trading Day if it is received by facsimile or otherwise after 12:00 noon Eastern Time on a Closing DateTrading Day (receipt being documented as described in (x) above). The No Put Notice may be deemed delivered, on a day that is not a Trading Day. For purposes of this Agreement, "TRADING DAY" shall mean any day on which the Principal Market (as defined in Section 1(f)) for the Common Stock is open for trading. In addition, the Dollar Amount designated by the Company in a Put Notice shall be in increments of not less than $100,000 and not more $5,000,000 subject to the form attached hereto requirements set forth in this Agreement. Once the Put Notice is received by the Investor the Put Notice shall not be terminated, withdrawn or otherwise revoked by the Company. During the Open Period, Put Notices may be delivered no more frequently than once in each period of eleven (11) consecutive Trading Days, such that a Put Notice may not be given during a Purchase Period. The Dollar Amount that the Company is permitted to request with respect to each Put Notice depends on the product of the daily trading volume and the average trade price of the Company's Common Stock on the Principal Market (as Exhibit F and incorporated herein defined in Section 1(f)), (the "VOLUME WEIGHTED AVERAGE PRICE"). The Volume Weighted Average Price shall be as reported by referenceBloomberg Financial Markets ("BLOOMBERG") through its "Volume at Price" function or if not available through Bloomberg because of delisting, then the average of the bid prices of any market makers for the Company's Common Stock as reported in the "pink sheets" by the National Quotation Bureau, Inc. The maximum Dollar Amount of the Put Notice will be calculated by multiplying the average of the Volume Weighted Average Price for the thirty (30) Trading Days immediately preceding the Put Notice Date, by (1.5) (the "MAXIMUM PUT AMOUNT"). The amount that the Company shall is able to draw down can be entitled to Put to the Investor (the "Put Amount") shall be equal to, at the Company's election, either: (A) Two Hundred percent (200%) of the average daily volume (U.S. market only) of the Common Stock for increased or decreased if mutually agreed upon by both parties in writing. For the ten (10) Trading Days prior to the applicable Put Notice Date, multiplied by the average of the three (3) daily closing bid prices immediately preceding the Put Date, or (B) One-Hundred Thousand dollars ($100,000); provided that in no event will the Put Amount be more than One Million Dollars ($1,000,000) with respect to any single Put. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to ninety-five percent (95%) of the lowest closing bid price of the Common Stock during the Pricing Period. (II) If any closing bid price during the applicable Pricing Period with respect to that Put Notice is less than Seventy-Five percent (75%) of the any closing bid prices of the Common Stock for the ten (10) Trading Days prior to both the Put Notice Date (and the "Minimum Acceptable Price"applicable Closing Date, as defined in Section 1(h), the Put Notice will terminate Volume Weighted Average Price must be at the Company's requestleast $75,000. In the event that the closing bid The price for the applicable Pricing Period is less than the Minimum Acceptable Price, the Company may elect, by sending written notice to at which the Investor to cancel will purchase the Put Notice.Common Stock ("PURCHASE PRICE") will be as follows:

DELIVERY OF PUT NOTICES. (Ii) Subject to the terms and conditions of the Transaction Documents, and from time to time during the Open Period, the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the Put Amount (designated in U.S. Dollarsshares of Common Stock) which the Company intends to sell to the Investor on a Closing Date. The Put Notice shall be in the form attached hereto as Exhibit F "F" and incorporated herein by reference. The Put Amount designated by the Company in the form of a Put Notice shall be as follows: The amount that the Company shall be entitled to Put to the Investor (the "Put Amount") shall be equal to, at the Company's election, either: (Aa) Two Hundred percent (200%) % of the average daily volume (U.S. market only) of the Common Stock for the ten 10 (10ten) Trading Days prior to the applicable Put Notice Date, Date multiplied by the average of the three (3) daily closing best bid prices immediately preceding the Put Date, or (Bb) One-Hundred Thousand dollars ($100,000); provided that in 20,000. In no event will shall the amount of the Put Amount be more than One Million Dollars ($1,000,000) with respect to any single Put. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to 94% (ninety-five percent (95%four percent) of the three lowest closing best bid price prices of the Common Stock during the Pricing Period. (IIii) If any the closing best bid price during the applicable Pricing Period with respect to that Put Notice is less than Seventy75% (seventy-Five percent (75%five percent) of the any closing best bid prices of the Common Stock for the ten (10) Trading Days prior to the Put Notice Date (the "Minimum Acceptable PriceMINIMUM ACCEPTABLE PRICE"), ) the Put Notice will terminate terminate, only at the Company's request, sent via FACSIMILE to the Investor, the Investor will continue the Put until the FACSIMILE is received by the Investor. In the event that the closing best bid price for the applicable Pricing Period is less than the Minimum Acceptable Price, the Company may elect, by sending written notice to the Investor via facsimile with a copy to the Investor, to cancel that portion of the Put NoticeNotice remaining for that number of Trading Days remaining after the written cancellation notice is received by the Investors. The written notice shall be deemed received by the Investors on (i) the Trading Day it is actually received by facsimile or otherwise by the Investors if such notice is received on or prior to 9:00 A.M. New York time, or (ii) the immediately succeeding Trading Day if it is received by facsimile after 9:00 A.M. New York time on a Trading Day or at anytime on a day which is not a Trading Day. Notwithstanding the foregoing, there shall be a closing with respect to, and the Company shall be responsible for delivering, that number of shares of Common Stock to the Company that were sold by the Investors through and including the end of the Trading Day the written cancellation notice is received by the Investor. (iii) Within Thirteen (13) calendar days after the commencement of each calendar quarter occurring subsequent to the commencement of the Open Period, the Company undertakes to notify Investor as to its reasonable expectations as to the Put Amount it intends to raise during such calendar quarter, if any, through the issuance of Put Notices. Such notification shall constitute only the Company's good faith estimate with respect to such calendar quarter and shall in no way obligate the Company to raise such amount during such calendar quarter or otherwise limit its ability to deliver Put Notices during such calendar quarter. The failure by the Company to comply with this provision can be cured by the Company's notifying Investor at any time as to its reasonable expectations with respect to the current calendar quarter.

DELIVERY OF PUT NOTICES. (I) Subject to the terms and conditions of the Transaction Documents, and from time to time during the Open Period, the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the Put Amount (designated in U.S. Dollarsshares of Common Stock) which the Company intends to sell to the Investor on a Closing Date. The Put Notice shall be in the form attached hereto as Exhibit F "F" and incorporated herein by reference. The Put Amount designated by the Company in the form of a Put Notice shall be as follows: The amount that the Company shall be entitled to Put to the Investor (the "Put Amount") shall be equal to, at the Company's election, either: (A) Two Hundred percent (200%) of the average daily volume (U.S. market only) of the Common Stock for the ten (10) Trading Days prior to the applicable Put Notice Date, multiplied by the average of the three (3) daily closing bid prices immediately preceding the Put Date, or (B) One-Hundred Thousand dollars ($100,000); provided that in no event will the Put Amount be more less than One Million Dollars ($1,000,000) with respect to any single 10,000 but exceed $100,000 per Put. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to ninety-five percent (95%) of the lowest closing bid price of the Common Stock during the Pricing Period. (II) If any closing bid price during the applicable Pricing Period with respect to that Put Notice is less than Seventy-Five percent (75%) % of the any lowest closing bid Best Bid prices of the Common Stock for the ten (10) Trading Days prior to the Put Notice Date (the "Minimum Acceptable Price"), the Put Notice will terminate at the Company's request------------------------ request sent in accordance with Section 9 of this Agreement. In the event that the closing bid price for the applicable Pricing Period is less than the Minimum Acceptable Price, the Company may elect, by sending written notice to the Investor to cancel the Put Notice. (III) Within seven calendar days prior the commencement of each calendar quarter occurring subsequent to the commencement of the Open Period, the Company shall undertake to notify Investor as to its reasonable expectations as to the Put Amount it intends to raise during such calendar quarter, if any, through the issuance of Put Notices. Such notification shall constitute only the Company's good faith estimate with respect to such calendar quarter and shall in no way obligate the Company to raise such amount during such calendar quarter or otherwise limit its ability to deliver Put Notices during such calendar quarter. The failure by the Company to comply with this provision may be cured by notifying the Investor at any time as to the Company's reasonable expectations with respect to the current calendar quarter.

DELIVERY OF PUT NOTICES. (I) Subject to the terms and conditions of the Transaction Documents, and from time to time during the Open Period, the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the Put Amount (designated in U.S. Dollars) which the Company intends to sell to the Investor on a Closing Date. The Put Notice shall be in the form attached hereto as Exhibit F B and incorporated herein by reference. The amount that the Company shall be entitled to Put to the Investor in any single Put Notice (the "Put Amount") shall be equal to, at the Company's election, either: (A) Two Hundred two hundred percent (200%) of the average daily volume (U.S. market only) of the Common Stock for the ten (10) Trading Days prior to the applicable Put Notice Date, multiplied by the average of the three (3) daily closing bid Best Bid prices immediately preceding the Put Date, or (B) Onetwenty-Hundred Thousand dollars (five thousand $100,000)25,000; provided that in no event will the Put Amount be more than One Million Dollars ($1,000,000) with respect to any single Put. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to ninety-five percent (95%) % of the three lowest closing bid Best Bid price of the Common Stock during the Pricing Period. (II) If any closing bid price during the applicable Pricing Period with respect to that Put Notice is less than Seventy-Five percent (75%) % of the any lowest closing bid Best Bid prices of the Common Stock for the ten (10) fifteen Trading Days prior to the Put Notice Date (the "Minimum Acceptable Price"), the Put Notice will terminate at the Company's request. In the event that the closing bid price for the applicable Pricing Period is less than the Minimum Acceptable Price, the Company may elect, by sending written notice to the Investor to cancel the Put Notice. (III) Within seven calendar days prior the commencement of each calendar quarter occurring subsequent to the commencement of the Open Period, the Company shall undertake to notify Investor as to its reasonable expectations as to the Put Amount it intends to raise during such calendar quarter, if any, through the issuance of Put Notices. Such notification shall constitute only the Company's good faith estimate with respect to such calendar quarter and shall in no way obligate the Company to raise such amount during such calendar quarter or otherwise limit its ability to deliver Put Notices during such calendar quarter. The failure by the Company to comply with this provision may be cured by notifying the Investor at any time as to the Company's reasonable expectations with respect to the current calendar quarter.

DELIVERY OF PUT NOTICES. (Ia) Subject At any time prior to the terms and conditions earlier of (i) the date which is three years from the effective date of the Transaction Documents, and from time to time during the Open PeriodRegistration Statement (as defined below) or (ii) termination of this Agreement in accordance with Article 5 herein, the Company may, in its sole discretion, may deliver a Put Notice written notices to the Investor which states (each such notice hereinafter referred to as a "PUT NOTICE") in the form of the Put Amount Notice annexed to this Agreement as Exhibit A stating a dollar amount (designated in U.S. Dollarsthe "DOLLAR AMOUNT") of Common Stock which the Company intends to sell to the Investor five business days following the date (the "PUT NOTICE DATE") on which the Put Notice is given to the Investor by the Company in accordance with Section 6.4 herein, provided that each Put Notice Date and Dollar Amount shall be subject to Section 1.3(a) below. "BUSINESS DAY(S)" shall mean any day on which the New York Stock Exchange is open for trading. The Dollar Amount designated by the Company in any given Put Notice shall be an amount equal to at least $50,000, which may be increased by the Company in increments of $25,000, provided that the Investor, in its sole discretion, may refuse to invest a Closing Dateportion of a Dollar Amount designated by the Company in a Put Notice to the extent that such portion of the Dollar Amount would result in the Investor beneficially owning more than 4.9% of the Common Stock outstanding on the Put Notice Date (including without limitation Common Stock deemed beneficially owned by the Investor pursuant to the Warrants (as defined below)), as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and the regulations promulgated thereunder. The Put Notice shall be in the form attached hereto as Exhibit F and incorporated herein by reference. The amount that include a representation of the Company shall be entitled as to Put to the Investor (the "Put Amount") shall be equal to, at the Company's election, either: (A) Two Hundred percent (200%) of the average daily volume (U.S. market only) of the Common Stock for the ten (10) Trading Days prior to the applicable Put Notice Date, multiplied by the average of the three (3) daily closing bid prices immediately preceding the Put Date, or (B) One-Hundred Thousand dollars ($100,000); provided that in no event will the Put Amount be more than One Million Dollars ($1,000,000) with respect to any single Put. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to ninety-five percent (95%) of the lowest closing bid price of the Common Stock during the Pricing Period. (II) If any closing bid price during the applicable Pricing Period with respect to that Put Notice is less than Seventy-Five percent (75%) of the any closing bid prices of the Common Stock for the ten (10) Trading Days prior to outstanding on the Put Notice Date (as determined in accordance with Section 13(d) of the "Minimum Acceptable Price"), the Put Notice will terminate at the Company's requestExchange Act. In the event that the closing bid price for amount of Common Stock outstanding as determined in accordance with Section 13(d) of the applicable Pricing Period Exchange Act and the regulations promulgated thereunder is less different on a Closing Date (as defined below) than on the Minimum Acceptable PricePut Notice Date associated with such Closing Date, the Company may elect, by sending written notice to amount of Common Stock outstanding on such Closing Date shall govern for purposes of determining whether the Investor to cancel would own more than 4.9% of the Put NoticeCommon Stock as of such Closing Date.

DELIVERY OF PUT NOTICES. (I) Subject to the terms and conditions of the Transaction Documents, and from time to time during the Open Period, the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the Put Amount (designated in U.S. Dollars) which the Company intends to sell to the Investor on a Closing Date. The Put Notice shall be in the form attached hereto as Exhibit F and incorporated herein by reference. The amount that the Company shall be entitled to Put to the Investor (the "Put Amount") shall be equal to, at the Company's election, either: (A) Two Hundred percent (200%) of the average daily volume (U.S. market only) of the Common Stock for the ten twenty (1020) Trading Days prior to the applicable Put Notice Date, multiplied by the average of the three (3) daily closing bid prices immediately preceding the Put Date, or (B) OneTwenty-Hundred Five Thousand dollars ($100,00025,000); provided that in no event will the Put Amount be more than One Million Dollars ($1,000,000) with respect to any single Put. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to ninety-five six percent (95%) 96)% of the lowest closing bid price of the Common Stock during the Pricing Period. (II) If any closing bid price during the applicable Pricing Period with respect to that Put Notice is less than Seventy-Five percent (75%) of the any closing bid prices of the Common Stock for the ten (10) Trading Days prior to the Put Notice Date (the "Minimum Acceptable Price"), the Put Notice will terminate at the Company's request. In the event that the closing bid price for the applicable Pricing Period is less than the Minimum Acceptable Price, the Company may elect, by sending written notice to the Investor to cancel the Put Notice.

DELIVERY OF PUT NOTICES. (I) Subject to the terms and conditions satisfaction of the Transaction Documentsconditions set forth in this Section 1, at any time and from time to time during the Open Periodperiod beginning on and including the Trading Day (as defined below) immediately following the date on which the initial Registration Statement (as defined in the Registration Rights Agreement) filed pursuant to the Registration Rights Agreement is declared effective (the "EFFECTIVE DATE") by the Securities and Exchange Commission (the "SEC") and ending on the earlier of (i) the date which is eighteen (18) months from the Effective Date, and (ii) termination of this Agreement in accordance with Section 8 (the time period between the Effective Date and the earlier of (i) and (ii) being known as the "OPEN PERIOD"), the Company may, in its sole discretion, deliver a Put Notice written notice to the Investor which states (the "PUT NOTICE"). The Put Amount Notice shall state the dollar amount (designated in U.S. Dollarsthe "DOLLAR AMOUNT") which of Shares that the Company intends to sell to the Investor during the period beginning on the trading day immediately following the date which the Investor receives the Put Notice (the "PUT NOTICE DATE") and ending on and including the date which is ten (10) Trading Days after such Put Notice Date (the "PURCHASE PERIOD"). A Put Notice shall be deemed delivered on (x) the Trading Day it is received by facsimile or otherwise by the Investor if such notice is received prior to 12:00 noon Eastern Time (receipt being deemed to occur if the Company possess a facsimile confirmation showing completed transmission by such time), or (y) the immediately succeeding Trading Day if it is received by facsimile or otherwise after 12:00 noon Eastern Time on a Closing DateTrading Day (receipt being documented as described in (x) above). The No Put Notice may be deemed delivered, on a day that is not a Trading Day. For purposes of this Agreement, "TRADING DAY" shall mean any day on which the Principal Market (as defined in Section 1(f)) for the Common Stock is open for trading. In addition, the Dollar Amount designated by the Company in a Put Notice shall be in increments of not less than $20,000 and not more $500,000 subject to the form attached hereto as Exhibit F and incorporated herein requirements set forth in this Agreement. Once the Put Notice is received by referencethe Investor the Put Notice shall not be terminated, withdrawn or otherwise revoked by the Company. During the Open Period, Put Notices may be delivered no more frequently than once in each period of eleven (11) consecutive Trading Days, such that a Put Notice may not be given during a Purchase Period. The amount that the Company "VOLUME WEIGHTED AVERAGE PRICE" shall be entitled to Put to as reported by Bloomberg Financial Markets ("BLOOMBERG") through its "Volume at Price" function or if not available through Bloomberg because of delisting, then the Investor average of the bid prices of any market makers for the Company's Common Stock as reported in the "pink sheets" by the National Quotation Bureau, Inc. The maximum Dollar Amount (the "MAXIMUM PUT AMOUNT")of the Put Amount") shall Notice will be equal to, at to 500% of (i) the Company's election, either: thirty (A30) Two Hundred percent (200%) of the Trading Day average daily volume (U.S. market only) of the Common Stock times (ii) the Volume Weighted Average Price for the thirty (30) Trading Days immediately preceding the Put Notice Date. For the ten (10) Trading Days prior to immediately preceding both the Put Notice Date and the applicable Put Notice Closing Date, multiplied by as defined in Section 1(h), the Volume Weighted Average Price must be at least $20,000. The price at which the Investor will purchase the Common Stock ("PURCHASE PRICE") will be 88% of the average of the lowest three (3) daily closing bid prices during the ten days immediately preceding the Put "Closing Date", or (B) One-Hundred Thousand dollars ($100,000as that term is defined in subsection 1(h); provided that in no event will Within ten (10) calendar days after the Put Amount be more than One Million Dollars ($1,000,000) with respect commencement of each calendar quarter occurring subsequent to any single Put. During the commencement of the Open Period, the Company undertakes to notify Investor as to its reasonable expectations as to the Dollar Amount it intends to raise during such calendar quarter, if any, through the issuance of Put Notices. Such notification shall not be entitled to submit a Put Notice until after constitute only the previous Closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to ninety-five percent (95%) of the lowest closing bid price of the Common Stock during the Pricing Period. (II) If any closing bid price during the applicable Pricing Period Company's good faith estimate with respect to that such calendar quarter and shall in no way obligate the Company to raise such amount during such calendar quarter or otherwise limit its ability to deliver Put Notice is less than Seventy-Five percent (75%) of Notices during such calendar quarter. The failure by the any closing bid prices of the Common Stock for the ten (10) Trading Days prior Company to the Put Notice Date (the "Minimum Acceptable Price"), the Put Notice will terminate at comply with this provision can be cured by the Company's request. In the event that the closing bid price for the applicable Pricing Period is less than the Minimum Acceptable Price, the Company may elect, by sending written notice notifying Investor at any time as to its reasonable expectations with respect to the Investor to cancel the Put Noticecurrent calendar quarter.

DELIVERY OF PUT NOTICES. (Ii) Subject to the terms and conditions of the Transaction Documents, and from time to time during the Open Period, the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the Put Amount (designated in U.S. Dollars) which the Company intends to sell to the Investor on a Closing Date. The Put Notice shall be in the form attached hereto as Exhibit F B and incorporated herein by reference. The amount that the Company shall be entitled to Put to the Investor in any single Put Notice (the "Put Amount") shall be equal to, at the Company's election, either: (Aa) Two Hundred two hundred percent (200%) of the average daily volume (U.S. market only) of the Common Stock for the ten (10) Trading Days prior to the applicable Put Notice Date, multiplied by the average of the three (3) daily closing bid Best Bid prices immediately preceding the Put Date, or (Bb) Onetwenty-Hundred Thousand dollars (five thousand $100,000)25,000; provided that in no event will the Put Amount be more than One Million Dollars ($1,000,000) with respect to any single Put. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to ninety-five percent (95%) % of the lowest closing bid Best Bid price of the Common Stock during the Pricing Period. (IIii) If any closing bid price during the applicable Pricing Period with respect to that Put Notice is less than Seventy-Five percent (75%) % of the any lowest closing bid Best Bid prices of the Common Stock for the ten (10) Trading Days prior to the Put Notice Date (the "Minimum Acceptable Price"), the Put Notice will terminate at the Company's requestrequest sent in accordance with Section 9 of this Agreement. In the event that the closing bid price for the applicable Pricing Period is less than the Minimum Acceptable Price, the Company may elect, by sending written notice to the Investor to cancel the Put Notice.

DELIVERY OF PUT NOTICES. (I) Subject to the terms and conditions of the Transaction Documents, and from time to time during the Open Period, the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the Put Amount (designated in U.S. Dollars) which the Company intends to sell to the Investor on a Closing Date. The Put Notice shall be in the form attached hereto as Exhibit F and incorporated herein by reference. The amount that the Company shall be entitled to Put to the Investor (the "Put Amount") shall be equal to, at the Company's election, either: (A) Two Hundred percent Percent (200%) of the average daily volume (U.S. market only) of the Common Stock for the ten (10) Trading Days prior to the applicable Put Notice Date, multiplied by the average of the three (3) daily closing bid prices immediately preceding the Put Date, or (B) OneTwenty-Hundred Thousand dollars Five Dollars ($100,00025,000); provided that in no event will the Put Amount be more than One Million Dollars ($1,000,000) with respect to any single Put. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to ninety-five percent (95%) % of the lowest closing bid price of the Common Stock during the Pricing Period. (II) If any closing bid price during the applicable Pricing Period with respect to that Put Notice is less than Seventy-Five percent (75%) of the any closing bid prices of the Common Stock for the ten (10) Trading Days prior to the Put Notice Date (the "Minimum Acceptable Price"), the Put Notice will terminate at the Company's request. In the event that the closing bid price for the applicable Pricing Period is less than the Minimum Acceptable Price, the Company may elect, by sending written notice to the Investor to cancel the Put Notice.

DELIVERY OF PUT NOTICES. (Ii) Subject to the terms and conditions of the Transaction Documents, and from time to time during the Open Period, the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the Put Amount (designated in U.S. Dollarsshares of Common Stock) which the Company intends to sell to the Investor on a Closing Date. The Put Notice shall be in the form attached hereto as Exhibit F B and incorporated herein by reference. The amount that the Company shall be entitled to Put to the Investor in any single Put Notice (the "Put Amount") shall be equal to, at the Company's election, either: (Aa) Two Hundred percent (200%) % of the average daily volume (U.S. market only) of the Common Stock for the ten (10) 10 Trading Days prior to the applicable Put Notice Date, multiplied by the average of the three (3) daily closing bid Best Bid prices immediately preceding the Put Date, or (Bb) One-Hundred Thousand dollars ($100,000)10,000; provided that in no event will the Put Amount be more than One Million Dollars ($1,000,000) 1,000,000 with respect to any single Put. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to ninety-five percent (95%) 94% of the lowest closing bid Best Bid price of the Common Stock during the Pricing Period. (IIii) If any closing bid Best Bid price during the applicable Pricing Period with respect to that Put Notice is less than Seventy-Five percent (75%) % of the any closing bid Best Bid prices of the Common Stock for the ten (10) Trading Days prior to the Put Notice Date (the "Minimum Acceptable Price"), the Put Notice will terminate at the Company's requestrequest sent in accordance with Section 9 of this Agreement. In the event that the closing bid Best Bid price for the applicable Pricing Period is less than the Minimum Acceptable Price, the Company may elect, by sending written notice to the Investor to cancel the Put Notice. (iii) Within seven calendar days after the commencement of each calendar quarter occurring subsequent to the commencement of the Open Period, the Company shall undertake to notify Investor as to its reasonable expectations as to the Put Amount it intends to raise during such calendar quarter, if any, through the issuance of Put Notices. Such notification shall constitute only the Company's good faith estimate with respect to such calendar quarter and shall in no way obligate the Company to raise such amount during such calendar quarter or otherwise limit its ability to deliver Put Notices during such calendar quarter. The failure by the Company to comply with this provision may be cured by notifying the Investor at any time as to the Company's reasonable expectations with respect to the current calendar quarter.

DELIVERY OF PUT NOTICES. (I) Subject to the terms and conditions of the Transaction Documents, and from time to time during the Open Period, the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the Put Amount (designated in U.S. Dollarsshares of Common Stock) which the Company intends to sell to the Investor on a Closing Date. The Put Notice shall be in the form attached hereto as Exhibit F B and incorporated herein by reference. The amount that the Company shall be entitled to Put to the Investor (the "Put Amount") shall be equal to, at the Company's election, either: (A) Two Hundred percent (200%) % of the average daily volume (U.S. market only) of the Common Stock for the ten (10) 20 Trading Days prior to the applicable Put Notice Date, multiplied by the average of the three (3) daily closing bid prices immediately preceding the Put Date, or (B) One-Hundred Thousand dollars ($100,000)25,000; provided that in no event will the Put Amount be more than One Million Dollars ($1,000,000) 1,000,000 with respect to any single Put. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to ninety-five percent (95%) % of the lowest closing bid price of the Common Stock during the Pricing Period. (II) If any closing bid price during the applicable Pricing Period with respect to that Put Notice is less than Seventy-Five percent (75%) % of the any closing bid prices of the Common Stock for the ten (10) Trading Days prior to the Put Notice Date (the "Minimum Acceptable Price"), the Put Notice will terminate at the Company's request. In the event that the closing bid price for the applicable Pricing Period is less than the Minimum Acceptable Price, the Company may elect, by sending written notice to the Investor to cancel the Put Notice.

DELIVERY OF PUT NOTICES. (Ii) Subject to the terms and conditions of the Transaction Documents, and from time to time during the Open Period, the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the Put Amount (designated in U.S. Dollars) which the Company intends to sell to the Investor on a Closing Date. The Put Notice shall be in the form attached hereto as Exhibit F B and incorporated herein by reference. The amount that the Company shall be entitled to Put to the Investor in any single Put Notice (the "Put Amount") shall be equal to, at the Company's election, either: (Aa) Two Hundred one hundred percent (200100%) of the average daily volume (U.S. market only) of the Common Stock for the ten (10) Trading Days prior to the applicable Put Notice Date, multiplied by the average of the three (3) daily closing bid Best Bid prices immediately preceding the Put Date, or (Bb) One-Hundred Thousand dollars (twenty five thousand $100,000)25,000; provided that in no event will the Put Amount be more than One Million Dollars ($1,000,000) with respect to any single Put. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to ninety-five percent (95%) % of the average of the three lowest closing bid price Bid prices of the Common Stock during the Pricing Period. (IIii) If any closing bid price during the applicable Pricing Period with respect to that Put Notice is less than Seventy-Five percent (75%) % of the any lowest closing bid Best Bid prices of the Common Stock for the ten (10) fifteen Trading Days prior to the Put Notice Date (the "Minimum Acceptable Price"), the Put Notice will terminate at the Company's request. In the event that the closing bid price for the applicable Pricing Period is less than the Minimum Acceptable Price, the Company may elect, by sending written notice to the Investor to cancel the Put Notice. (iii) Within seven calendar days prior the commencement of each calendar quarter occurring subsequent to the commencement of the Open Period, the Company shall undertake to notify Investor as to its reasonable expectations as to the Put Amount it intends to raise during such calendar quarter, if any, through the issuance of Put Notices. Such notification shall constitute only the Company's good faith estimate with respect to such calendar quarter and shall in no way obligate the Company to raise such amount during such calendar quarter or otherwise limit its ability to deliver Put Notices during such calendar quarter. The failure by the Company to comply with this provision may be cured by notifying the Investor at any time as to the Company's reasonable expectations with respect to the current calendar quarter.

DELIVERY OF PUT NOTICES. (I) Subject to the terms and conditions of the Transaction Documents, and from time to time during the Open Period, the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the Put Amount dollar amount (designated in U.S. Dollars) (the "Put Amount") ,which the Company intends to sell to the Investor on a Closing DateDate (the "Put"). The Put Notice shall be in the form attached hereto as Exhibit F C and incorporated herein by reference. The amount that the Company shall be entitled to Put to the Investor (the "Put Amount") shall be equal to, at the Company's election, either: (A) Two Hundred percent (200%) of the average daily volume (U.S. market only) of the Common Stock for the ten twenty (1020) Trading Days prior to the applicable Put Notice Date, multiplied by the average of the three (3) daily closing bid prices immediately preceding the Put Date, or (B) One-Five Hundred Thousand dollars ($100,000500,000); provided that in no event will the Put Amount be more than One Million Dollars ($1,000,000) with respect to any single Put. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to ninety-five percent (95%) 95)% of the lowest closing bid Best Bid price of the Common Stock during the Pricing Period. . (IIC) If any closing bid price RESERVED (D) INVESTOR'S OBLIGATION TO PURCHASE SHARES. Subject to the conditions set forth in this Agreement, following the Investor's receipt of a validly delivered Put Notice, the Investor shall be required to purchase from the Company during the related Pricing Period that number of Shares having an aggregate Purchase Price equal to the lesser of (i) the Put Amount set forth in the Put Notice, and (ii) twenty percent (20%) of the aggregate trading volume of the Common Stock during the applicable Pricing Period with respect to that Put Notice is less than Seventy-Five percent times (75%x) the lowest closing bid price of the any closing bid prices of the Company's Common Stock for during the ten (10) Trading Days specified Pricing Period, but only if said Shares bear no restrictive legend, are not subject to stop transfer instructions, pursuant to Section 2(h), prior to the Put Notice Date applicable Closing Date. (the "Minimum Acceptable Price"E) Reserved (F), the Put Notice will terminate at the Company's request. In the event that the closing bid price for the applicable Pricing Period is less than the Minimum Acceptable Price, the Company may elect, by sending written notice to the Investor to cancel the Put Notice.

DELIVERY OF PUT NOTICES. (Ii) Subject to the terms and conditions of the Transaction Documents, and from time to time during the Open Period, the Company may, in its sole discretion, deliver a Put Notice to the Investor Purchaser which states the Put Amount (designated in U.S. Dollarsshares of Common Stock) which the Company intends to sell to the Investor Purchaser on a Closing Date. The Put Notice shall be in the form attached hereto as Exhibit F B and incorporated herein by reference. The amount that the Company shall be entitled to Put to the Investor Purchaser (the "“Put Amount"”) shall be equal to, at the Company's ’s election, either: (Aa) Two Hundred percent (200%) % of the average daily volume (U.S. market only) of the Common Stock for the ten (10) 10 Trading Days prior to the applicable Put Notice Date, multiplied by the average of the three (3) two daily closing bid Best Bid prices immediately preceding the Put Date, or (Bb) One-Hundred Thousand dollars (a minimum of $100,000)10,000; provided that in no event will the Put Amount be more than One Million Dollars ($1,000,000) 1,000,000 with respect to any single Put. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to ninety-five percent (95%) 93% of the average of the two lowest closing bid Best Bid price of the Common Stock during the Pricing Period. (IIii) If any closing bid price during the applicable Pricing Period with respect to that Put Notice is less than Seventy-Five percent (75%) % of the any closing bid Best Bid prices of the Common Stock for the ten (10) fifteen Trading Days prior to the Put Notice Date (the "“Minimum Acceptable Price"”), the Put Notice will terminate at the Company's request’s request sent in accordance with Section 9 of this Agreement. In the event that the closing bid price for the applicable Pricing Period is less than the Minimum Acceptable Price, the Company may elect, by sending written notice to the Investor Purchaser to cancel the Put Notice. (iii) Within seven calendar days after the commencement of each calendar quarter occurring subsequent to the commencement of the Open Period, the Company undertakes to notify Purchaser as to its reasonable expectations as to the Put Amount it intends to raise during such calendar quarter, if any, through the issuance of Put Notices. Such notification shall constitute only the Company’s good faith estimate with respect to such calendar quarter and shall in no way obligate the Company to raise such amount during such calendar quarter or otherwise limit its ability to deliver Put Notices during such calendar quarter. The failure by the Company to comply with this provision may be cured by the Company’s notification Purchaser at any time as to its reasonable expectations with respect to the current calendar quarter.

DELIVERY OF PUT NOTICES. (I) Subject to the terms and conditions of the Transaction Documents, and from time to time during the Open Period, the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the Put Amount (designated in U.S. Dollars) which the Company intends to sell to the Investor on a Closing Date. The Put Notice shall be in the form attached hereto as Exhibit F and incorporated herein by reference. The amount that the Company shall be entitled to Put to the Investor (the "Put Amount") shall be equal to, at the Company's election, either: (A) Two Hundred percent (200%) of the average daily volume (U.S. market only) of the Common Stock for the ten (10) Trading Days prior to the applicable Put Notice Date, multiplied by the average of the three (3) daily closing bid prices immediately preceding the Put Date, or (B) OneTwenty-Hundred Five Thousand dollars ($100,00025,000); provided that in no event will the Put Amount be more than One Million Dollars ($1,000,000) with respect to any single Put. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to ninety-five four percent (95%) 94)% of the lowest closing bid price of the Common Stock during the Pricing Period. (II) If any closing bid price during the applicable Pricing Period with respect to that Put Notice is less than Seventy-Five percent (75%) of the any closing bid prices of the Common Stock for the ten (10) Trading Days prior to the Put Notice Date (the "Minimum Acceptable Price"), the Put Notice will terminate at the Company's request. In the event that the closing bid price for the applicable Pricing Period is less than the Minimum Acceptable Price, the Company may elect, by sending written notice to the Investor to cancel the Put Notice.

DELIVERY OF PUT NOTICES. (Ii) Subject to the terms and conditions of the Transaction Documents, and from time to time during the Open Period, the Company may, in its sole discretion, deliver a Put Notice written notice (the "PUT NOTICE") to the Investor which states the Put Amount (designated in U.S. Dollars) which the Company intends to sell to the Investor on a Closing DateAmount. The Put Notice shall be in the form attached hereto as Exhibit F "F" and incorporated herein by reference. The amount that Put Amount designated by the Company in the form of a Put Notice shall be entitled to Put up to the Investor (the "Put Amount"greater of a) shall be equal to, at the Company's election, either: (A) Two Hundred percent (200%) % of the average daily volume (U.S. market only) of the Common Stock for the ten (10) Trading Days prior to the applicable Put Notice Date, ; provided that such number when multiplied by the average of the three (3) daily closing bid prices immediately preceding the Put Date, shall not exceed $1,000,000 or (Bb) One-Hundred Thousand dollars (such number of shares having a Purchase Price equal to $100,000); provided that in no event will the Put Amount be more than One Million Dollars ($1,000,000) with respect to any single Put20,000. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to 95% (ninety-five percent (95%percent) of the lowest closing bid price of the Common Stock during the Pricing Period. (IIii) If any closing the lowest bid price during the applicable Pricing Period with respect to that a Put Notice is less than Seventy75% (seventy-Five percent (75%five percent) of the any average closing bid prices price of the Common Stock for the ten (10) Trading Days prior to the relevant Put Notice Date (the "Minimum Acceptable PriceMINIMUM ACCEPTABLE PRICE"), the Put Notice will terminate be terminable by the Company by delivery to the Investor of a written termination notice ("PUT TERMINATION NOTICE") sent via FACSIMILE to the Investor prior to the Closing of such Put Notice. The Put Termination Notice shall be deemed received by the Investor on (i) the Trading Day it is actually received by facsimile or otherwise by the Investor if such notice is received on or prior to 9:00 A.M. New York time, or (ii) the immediately succeeding Trading Day if it is received by facsimile after 9:00 A.M. New York time on a Trading Day or at anytime on a day which is not a Trading Day. Notwithstanding the foregoing, there shall be a Closing with respect to, and the Company shall be responsible for delivering, that number of shares of Common Stock that were sold by the Investor through and including the end of the Trading Day on which the Put Termination Notice is deemed received by the Investor as determined in accordance with the immediately preceding sentence. (iii) Within Thirteen (13) calendar days after the commencement of each calendar quarter occurring subsequent to the commencement of the Open Period, the Company undertakes to notify Investor as to its reasonable expectations as to the Put Amount it intends to raise during such calendar quarter, if any, through the issuance of Put Notices. Such notification shall constitute only the Company's request. In the event that the closing bid price for the applicable Pricing Period is less than the Minimum Acceptable Price, good faith estimate with respect to such calendar quarter and shall in no way obligate the Company may elect, to raise such amount during such calendar quarter or otherwise limit its ability to deliver Put Notices during such calendar quarter. The failure by sending written notice the Company to comply with this provision can be cured by the Company's notifying Investor at any time as to its reasonable expectations with respect to the Investor to cancel the Put Noticecurrent calendar quarter.

DELIVERY OF PUT NOTICES. (Ii) Subject to the terms and conditions of the Transaction Documents, and from time to time during the Open Period, the Company may, in its sole discretion, deliver a Put Notice to the Investor Purchaser which states the Put Amount (designated in U.S. Dollarsshares of Common Stock) which the Company intends to sell to the Investor Purchaser on a Closing Date. The Put Notice shall be in the form attached hereto as Exhibit F and incorporated herein by reference. The amount that the Company shall be entitled to Put to the Investor Purchaser (the "“Put Amount"”) shall be equal to, at the Company's ’s election, either: (Aa) Two Hundred percent (200%) % of the average daily volume (U.S. market only) of the Common Stock for the ten (10) 10 Trading Days prior to the applicable Put Notice Date, multiplied by the average of the three (3) four daily closing bid Best Bid prices immediately preceding the Put Date, or (Bb) One-Hundred Thousand dollars (a minimum of $100,000)10,000; provided that in no event will the Put Amount be more than One Million Dollars ($1,000,000) 100,000 with respect to any single Put. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to ninety-five percent (95%) 91% of the average of the four lowest closing bid Best Bid price of the Common Stock during the Pricing Period. (IIii) If any closing bid price during the applicable Pricing Period with respect to that Put Notice is less than Seventy-Five percent (75%) % of the any closing bid Best Bid prices of the Common Stock for the ten (10) fifteen Trading Days prior to the Put Notice Date (the "“Minimum Acceptable Price"”), the Put Notice will terminate at the Company's request’s request sent in accordance with Section 9 of this Agreement. In the event that the closing bid price for the applicable Pricing Period is less than the Minimum Acceptable Price, the Company may elect, by sending written notice to the Investor Purchaser to cancel the Put Notice. (iii) Within seven calendar days after the commencement of each calendar quarter occurring subsequent to the commencement of the Open Period, the Company undertakes to notify Purchaser as to its reasonable expectations as to the Put Amount it intends to raise during such calendar quarter, if any, through the issuance of Put Notices. Such notification shall constitute only the Company’s good faith estimate with respect to such calendar quarter and shall in no way obligate the Company to raise such amount during such calendar quarter or otherwise limit its ability to deliver Put Notices during such calendar quarter. The failure by the Company to comply with this provision may be cured by the Company’s notification Purchaser at any time as to its reasonable expectations with respect to the current calendar quarter.

DELIVERY OF PUT NOTICES. (Ii) Subject to the terms and conditions of the Transaction Documents, and from time to time during the Open Period, the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the Put Amount (designated in U.S. Dollarsshares of Common Stock) which the Company intends to sell to the Investor on a Closing Date. The Put Notice shall be in the form attached hereto as Exhibit F B and incorporated herein by reference. The amount that the Company shall be entitled to Put to the Investor (the "Put Amount") shall be equal to, at the Company's election, either: (Aa) Two Hundred percent (200%) % of the average daily volume (U.S. market only) of the Common Stock for the ten (10) 10 Trading Days prior to the applicable Put Notice Date, multiplied by the average of the three (3) daily closing bid prices immediately preceding the Put Notice Date, or (Bb) One-Hundred Thousand dollars ($100,000)10,000; provided that in no event will the Put Amount be more than One Million Dollars ($1,000,000) 1,000,000 with respect to any single Put. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to ninety-five percent (95%) % of the average of the three lowest closing bid price prices of the Common Stock during the Pricing Period. (IIii) If any closing bid price during the applicable Pricing Period with respect to that Put Notice is less than Seventy-Five percent (75%) 85% of the any closing bid prices of the Common Stock for the ten (10) Trading Days prior to the Put Notice Date (the "Minimum Acceptable Price"), the Put Notice will terminate at the Company's request. In the event that the closing bid price for the applicable Pricing Period is less than the Minimum Acceptable Price, the Company may elect, by sending written notice to the Investor Investor, to cancel the Put Notice. Notwithstanding the foregoing, there shall be a closing with respect to, and the Company shall be responsible for delivering, that number of shares of Common Stock to the Investor that were sold by the Investors through and including the end of the Trading Day the written cancellation notice is received by the Investor. (iii) Within seven calendar days after the commencement of each calendar quarter occurring subsequent to the commencement of the Open Period, the Company undertakes to notify Investor as to its reasonable expectations as to the Put Amount it intends to raise during such calendar quarter, if any, through the issuance of Put Notices. Such notification shall constitute only the Company's good faith estimate with respect to such calendar quarter and shall in no way obligate the Company to raise such amount during such calendar quarter or otherwise limit its ability to deliver Put Notices during such calendar quarter. The failure by the Company to comply with this provision may be cured by the Company's notification Investor at any time as to its reasonable expectations with respect to the current calendar quarter.

DELIVERY OF PUT NOTICES. (I) Subject to the terms and conditions of the Transaction Documents, and from time to time during the Open Period, the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the Put Amount (designated in U.S. Dollars) which the Company intends to sell to the Investor on a Closing Date. The Put Notice shall be in the form attached hereto as Exhibit F and incorporated herein by reference. The amount that the Company shall be entitled to Put to the Investor (the "Put Amount") shall be equal to, at the Company's election, either: (A) Two Hundred percent (200%) of the average daily volume (U.S. market only) of the Common Stock for the ten (10) Trading Days prior to the applicable Put Notice Date, multiplied by the average of the three (3) daily closing bid Best Bid prices immediately preceding the Put Date, or (B) OneTwenty-Hundred Five Thousand dollars ($100,00025,000); provided that in no event will the Put Amount be more than One Million Dollars ($1,000,000) with respect to any single Put. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to ninety-five six percent (95%) 96)% of the lowest closing bid Best Bid price of the Common Stock during the Pricing Period. (II) If any closing bid Best Bid price during the applicable Pricing Period with respect to that Put Notice is less than Seventy-Five percent (75%) of the any closing bid Best Bid prices of the Common Stock for the ten (10) Trading Days prior to the Put Notice Date (the "Minimum Acceptable Price"), the Put Notice will terminate at the Company's request. In the event that the closing bid price Best Bid prices for the applicable Pricing Period is less than the Minimum Acceptable Price, the Company may elect, by sending written notice to the Investor to cancel the Put Notice.

DELIVERY OF PUT NOTICES. (I) Subject to the terms and conditions of the Transaction Documents, and from time to time during the Open Period, the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the Put Amount dollar amount (designated in U.S. Dollars) (the "Put Amount") ,which the Company intends to sell to the Investor on a Closing DateDate (the "Put"). The Put Notice shall be in the form attached hereto as Exhibit F C and incorporated herein by reference. The amount that the Company shall be entitled to Put to the Investor (the "Put Amount") shall be equal to, at the Company's election, either: (A) Two Hundred percent (200%) of the average daily volume (U.S. market only) of the Common Stock for the ten twenty (1020) Trading Days prior to the applicable Put Notice Date, multiplied by the average of the three (3) daily closing bid Best Bid prices immediately preceding the Put Date, or (B) OneTwo-Hundred Thousand dollars ($100,000200,000); provided that in no event will the Put Amount be more than One Million Dollars ($1,000,000) with respect to any single Put. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to ninety-five percent (95%) of the lowest closing bid Best Bid price of the Common Stock during the Pricing Period. (II) If any closing bid Best Bid price during the applicable Pricing Period with respect to that Put Notice is less than Seventy-Five percent (75%) of the any closing bid Best Bid prices of the Common Stock for the ten (10) Trading Days prior to the Put Notice Date (the "Minimum Acceptable Price"), the Put Notice will terminate at the Company's request. In the event that the closing bid price for the applicable Pricing Period is less than the Minimum Acceptable Price, the Company may elect, by sending written notice to the Investor to cancel the Put Notice.

DELIVERY OF PUT NOTICES. (I) Subject to the terms and conditions of the Transaction Documents, and from time to time during the Open Period, the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the Put Amount (designated in U.S. Dollars) which the Company intends to sell to the Investor on a Closing Date. The Put Notice shall be in the form attached hereto as Exhibit F B and incorporated herein by reference. The amount that the Company shall be entitled to Put to the Investor in any single Put Notice (the "Put Amount") shall be equal to, at the Company's election, either: (A) Two Hundred four hundred percent (200400%) of the average daily volume (U.S. market only) of the Common Stock for the ten (10) Trading Days prior to the applicable Put Notice Date, multiplied by the average of the three (3) daily closing bid Best Bid prices immediately preceding the Put Date, or (B) One-Hundred Thousand dollars (twenty five thousand $100,000)25,000; provided that in no event will the Put Amount be more than One Million Dollars ($1,000,000) with respect to any single Put. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to ninety-five percent (95%) % of the lowest closing bid price of the Common Stock during the Pricing Period. (II) If any closing bid price during the applicable Pricing Period with respect to that Put Notice is less than Seventy-Five percent (75%) % of the any lowest closing bid Best Bid prices of the Common Stock for the ten Ten (10) Trading Days prior to the Put Notice Date (the "Minimum Acceptable Price"), the Put Notice will terminate at the Company's requestrequest sent in accordance with Section 9 of this Agreement. In the event that the closing bid price for the applicable Pricing Period is less than the Minimum Acceptable Price, the Company may elect, by sending written notice to the Investor to cancel the Put Notice. (III) Within seven calendar days prior the commencement of each calendar quarter occurring subsequent to the commencement of the Open Period, the Company shall undertake to notify Investor as to its reasonable expectations as to the Put Amount it intends to raise during such calendar quarter, if any, through the issuance of Put Notices. Such notification shall constitute only the Company's good faith estimate with respect to such calendar quarter and shall in no way obligate the Company to raise such amount during such calendar quarter or otherwise limit its ability to deliver Put Notices during such calendar quarter. The failure by the Company to comply with this provision may be cured by notifying the Investor at any time as to the Company's reasonable expectations with respect to the current calendar quarter.

DELIVERY OF PUT NOTICES. (I) Subject to the terms and conditions of ------------------------ the Transaction Documents, and from time to time during the Open Period, Period the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the Put Amount (designated in U.S. Dollars) of Shares which the Company intends to sell to the Investor on during the Pricing Period. In addition, the Put Amount designated by the Company in a Closing Date. The Put Notice shall be in the form attached hereto as Exhibit F and incorporated herein by reference. The amount that the Company shall be entitled equal to Put to the Investor (the "Put Amount") shall be equal to, at the Company's election, either: (A) Two Hundred one hundred seventy-five percent (200175%) of the average daily volume (U.S. market only) of the Common Stock for the ten forty (1040) Trading Days prior to the applicable Put Notice Date, Date multiplied by the average of the three (3) daily closing bid prices immediately preceding the Put Date, or (B) One-Hundred Thousand dollars ($100,000); provided that but in no event will more than $1,000,000. Once the Put Amount Notice is received by the Investor the Put Notice shall not be more than One Million Dollars ($1,000,000) with respect to any single Putterminated, withdrawn or otherwise revoked by the Company except as set forth in this Agreement. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to ninety-five percent (95%) 94% of the average of the three (3) lowest closing bid price prices of the Company's Common Stock during the ten (10) Trading Day Pricing Period. (II) If any . The Company shall, in its sole discretion, be entitled to terminate the balance of the current Put Notice, if the closing bid price during the applicable Pricing Period with respect to that Put Notice is less than Seventyseventy-Five five percent (75%) of the any closing bid prices Volume Weighted Average Price of the Common Stock for the ten fifteen (1015) Trading Days prior to the Put Notice Date (the "Minimum Acceptable PriceMINIMUM ACCEPTABLE PRICE"), the Put Notice will terminate at the Company's request. In the event that the closing bid price for the applicable Pricing Period is less than the Minimum Acceptable Price, the Company may elect, by sending written notice to the Investor Investors via facsimile, to cancel that portion of the Put NoticeNotice remaining for that number of Trading Days remaining after the written cancellation notice is deemed received by the Investors. The written --------------- notice shall be deemed received by the Investors on (i) the Trading Day it is --------------- received by facsimile or otherwise by the Investors if such notice is received on or prior to 12:00 noon New York time, or (ii) the immediately succeeding Trading Day if it is received by facsimile after 12:00 noon New York time on a Trading Day or at anytime on a day which is not a Trading Day. The Company shall still be responsible however, for delivering that number of shares of Common Stock to the Escrow Agent that were sold by the Investors through and including the end of the Trading Day the written cancellation notice is deemed ------ received by the Investors. ------- Within ten (10) calendar days after the commencement of each calendar quarter occurring subsequent to the commencement of the Open Period, the Company undertakes to notify Investor as to its reasonable expectations as to the Put Amount it intends to raise during such calendar quarter, if any, through the issuance of Put Notices. Such notification shall constitute only the Company's good faith estimate with respect to such calendar quarter and shall in no way obligate the Company to raise such amount during such calendar quarter or otherwise limit its ability to deliver Put Notices during such calendar quarter. The failure by the Company to comply with this provision can be cured by the Company's notifying Investor at any time as to its reasonable expectations with respect to the current calendar quarter.

DELIVERY OF PUT NOTICES. (Ii) Subject to the terms and conditions of the Transaction Documents, and from time to time during the Open Period, the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the Put Amount (designated in U.S. Dollarsshares of Common Stock) which the Company intends to sell to the Investor on a Closing Date. The Put Notice shall be in the form attached hereto as Exhibit F "F" and incorporated herein by reference. The Put Amount designated by the Company in the form of a Put Notice shall be as follows: The amount that the Company shall be entitled to Put to the Investor (the "Put Amount") shall be equal to, at the Company's election, either: (A) Two Hundred percent (200%) to 175% of the average daily volume (U.S. market only) of the Common Stock for the ten 20 (10twenty) Trading Days prior to the applicable Put Notice Date, Date multiplied by the average of the three (3) daily closing bid prices immediately preceding the Put Date, or (B) One-Hundred Thousand dollars ($100,000); provided that but in no event will the Put Amount be more than One Million Dollars ($1,000,000) with respect to any single Put. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to 92% (ninety-five percent (95%two percent) of the lowest closing posted bid price of the Common Stock during the Pricing Period. (IIii) If any the closing bid price during the applicable Pricing Period with respect to that Put Notice is less than Seventy75% (seventy-Five percent (75%five percent) of the any closing bid prices of the Common Stock for the ten fifteen (1015) Trading Days prior to the Put Notice Date (the "Minimum Acceptable PriceMINIMUM ACCEPTABLE PRICE"), ) the Put Notice will terminate terminate, only at the Company's request, sent via FACSIMILE to the Investor, the Investor will continue the Put until the FACSIMILE is received by the Investor. In the event that the closing bid price for the applicable Pricing Period is less than the Minimum Acceptable Price, the Company may elect, by sending written notice to the Investor via facsimile, to cancel that portion of the Put NoticeNotice remaining for that number of Trading Days remaining after the written cancellation notice is received by the Investors. The written notice shall be deemed received by the Investors on (i) the Trading Day it is actually received by facsimile or otherwise by the Investors if such notice is received on or prior to 9:00 A.M. New York time, or (ii) the immediately succeeding Trading Day if it is received by facsimile after 9:00 A.M. New York time on a Trading Day or at anytime on a day which is not a Trading Day. Notwithstanding the foregoing, there shall be a closing with respect to, and the Company shall be responsible for delivering, that number of shares of Common Stock to the Investor that were sold by the Investors through and including the end of the Trading Day the written cancellation notice is received by the Investor. (iii) Within Thirteen (13) calendar days after the commencement of each calendar quarter occurring subsequent to the commencement of the Open Period, the Company undertakes to notify Investor as to its reasonable expectations as to the Put Amount it intends to raise during such calendar quarter, if any, through the issuance of Put Notices. Such notification shall constitute only the Company's good faith estimate with respect to such calendar quarter and shall in no way obligate the Company to raise such amount during such calendar quarter or otherwise limit its ability to deliver Put Notices during such calendar quarter. The failure by the Company to comply with this provision can be cured by the Company's notifying Investor at any time as to its reasonable expectations with respect to the current calendar quarter.

DELIVERY OF PUT NOTICES. (I) 2.2.1 Subject to the terms and conditions of the Transaction Documents, and from time to time during the Open Period, the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the Put Amount (designated in U.S. Dollars) which the Company intends to sell to the Investor on a Closing Date. The Put Notice shall be in the form attached hereto as Exhibit F and incorporated herein by reference. The amount that the Company shall be entitled to Put to the Investor (the "Put Amount") shall be equal to, at the Company's election, either: (A) : 2.2.1.1 Two Hundred percent (200%) of the average daily volume (U.S. market only) of the Common Stock for the ten (10) Trading Days prior to the applicable Put Notice Date, multiplied by the average of the three (3) daily closing bid Best Bid prices immediately preceding the Put Date, or (B) Oneor 2.2.1.2 Twenty-Hundred Five Thousand dollars ($100,00025,000); provided that in no event will the Put Amount be more than One Million Two Hundred Fifty Thousand Dollars ($1,000,000250,000) with respect to any single Put. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to ninety-five three percent (95%) 93)% of the lowest closing bid Best Bid price of the Common Stock during the Pricing Period. (II) 2.2.2 If any closing bid Best Bid price during the applicable Pricing Period with respect to that Put Notice is less than Seventy-Five percent (75%) of the any closing bid Best Bid prices of the Common Stock for the ten (10) Trading Days prior to the Put Notice Date (the "Minimum Acceptable Price"), the Put Notice will terminate at the Company's request. In the event that the closing bid price Best Bid prices for the applicable Pricing Period is less than the Minimum Acceptable Price, the Company may elect, by sending written notice to the Investor to cancel the Put Notice.

DELIVERY OF PUT NOTICES. (I) Subject to the terms and conditions of the Transaction Documents, and from time to time during the Open Period, the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the Put Amount (designated in U.S. Dollarsshares of Common Stock) which the Company intends to sell to the Investor on a Closing Date. The Put Notice shall be in the form attached hereto as Exhibit F B and incorporated herein by reference. The amount that the Company shall be entitled to Put to the Investor (the "Put Amount") shall be equal to, at the Company's election, either: (A) Two Hundred percent (200%) % of the average daily volume (U.S. market only) of the Common Stock for the ten (10) 20 Trading Days prior to the applicable Put Notice Date, multiplied by the average of the three (3) daily closing bid prices immediately preceding the Put Date, or (B) One-Hundred Thousand dollars ($100,000)10,000; provided that in no event will the Put Amount be more than One Million Dollars ($1,000,000) 1,000,000 with respect to any single Put. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to ninety-five percent (95%) 94% of the lowest closing bid price of the Common Stock during the Pricing Period. (II) If any closing bid price during the applicable Pricing Period with respect to that Put Notice is less than Seventy-Five percent (75%) % of the any closing bid prices of the Common Stock for the ten (10) fifteen Trading Days prior to the Put Notice Date (the "Minimum Acceptable Price"), the Put Notice will terminate at the Company's requestrequest sent in accordance with Section 9 of this Agreement. In the event that the closing bid price for the applicable Pricing Period is less than the Minimum Acceptable Price, the Company may elect, by sending written notice to the Investor to cancel the Put Notice. (III) Within seven calendar days after the commencement of each calendar quarter occurring subsequent to the commencement of the Open Period, the Company undertakes to notify Investor as to its reasonable expectations as to the Put Amount it intends to raise during such calendar quarter, if any, through the issuance of Put Notices. Such notification shall constitute only the Company's good faith estimate with respect to such calendar quarter and shall in no way obligate the Company to raise such amount during such calendar quarter or otherwise limit its ability to deliver Put Notices during such calendar quarter. The failure by the Company to comply with this provision may be cured by the Company's notification Investor at any time as to its reasonable expectations with respect to the current calendar quarter.

DELIVERY OF PUT NOTICES. (I) Subject to the terms and conditions of the Transaction Documents, at any time and from time to time during the Open Period, the Company may, in its sole discretion, deliver a Put Notice to the Investor which states (i) the Put Amount (designated in U.S. Dollars) of Shares which the Company intends to sell to the Investor on during the Pricing Period and (ii) a Closing Dateminimum Purchase Price per Share with regard to the related Pricing Period (the "COMPANY DESIGNATED MINIMUM PRICE"). If the Company fails to designate a Company Designated Minimum Price in a Put Notice, the Company Designated Minimum Price for the related Pricing Period shall be the Minimum Acceptable Price. The Put Amount designated by the Company in a Put Notice shall be in the form attached hereto as Exhibit F and incorporated herein by reference. The amount that the Company shall be entitled to Put to the Investor (the "Put Amount") shall be equal to, at the Company's election, either: (A) Two Hundred not exceed three hundred percent (200300%) of the average daily trading volume (U.S. market only) of the Common Stock for the ten (10) Trading Days prior to the applicable Put Notice Date, Date multiplied by the average of the three (3) daily closing bid prices of the Common Stock immediately preceding the Put Date, or (B) One-Hundred Thousand dollars ($100,000); provided that and in no event will shall the Put Amount be more than One Million Dollars (exceed $1,000,000) with respect to any single Put. Once the Put Notice is received by the Investor the Put Notice shall not be terminated, withdrawn or otherwise revoked by the Company except as set forth in this Agreement. During the Open Period, the Company shall not be entitled to submit a Put Notice to the Investor until after the previous Closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to ninety-five percent (95%) 93% of the average of the five (5) lowest closing bid prices of the Common Stock during the Pricing Period. Notwithstanding any provision of this Agreement to the contrary, the Company shall, in its sole discretion, be entitled to terminate its obligation to sell Shares to the Investor pursuant to a Put Notice for the balance of the applicable Pricing Period if the closing bid price of the Common Stock during the Pricing Period. (II) If any closing bid price during the applicable such Pricing Period with respect to that Put Notice is less than Seventy-Five percent the greater of (75%i) of the any closing bid prices of the Common Stock for the ten (10) Trading Days prior to the Put Notice Date (the "Minimum Acceptable Price and (ii) the Company Designated Minimum Price"), the Put Notice will terminate at the Company's request. In the event that the closing bid price of the Common Stock for the applicable Pricing Period is less than the greater of the Minimum Acceptable Price and the Company Designated Minimum Price, the Company may elect, by sending written notice to the Investor via facsimile, to cancel the portion of its obligation to sell Shares to the Investor during such Pricing Period for the number of Trading Days remaining in such Pricing Period after the written cancellation notice is DEEMED RECEIVED by the Investor. The written notice shall be DEEMED RECEIVED by the Investor on (i) the Trading Day it is received by facsimile or otherwise by the Investors if such notice is received on or prior to 12:00 noon New York time, or (ii) the immediately succeeding Trading Day if it is received by facsimile after 12:00 noon New York time on a Trading Day or at anytime on a day which is not a Trading Day. The Company shall still be responsible however, for delivering that number of shares of Common Stock to the Escrow Agent that were sold by the Investor through and including the end of the Trading Day the written cancellation notice is DEEMED RECEIVED by the Investors. Within ten (10) calendar days after the commencement of each calendar quarter occurring subsequent to the commencement of the Open Period, the Company undertakes to notify Investor as to its reasonable expectations as to the Put NoticeAmount it intends to raise during such calendar quarter, if any, through the issuance of Put Notices. Such notification shall constitute only the Company's good faith estimate with respect to such calendar quarter and shall in no way obligate the Company to raise such amount during such calendar quarter or otherwise limit its ability to deliver Put Notices during such calendar quarter. The failure by the Company to comply with this provision can be cured by the Company's notifying Investor at any time as to its reasonable expectations with respect to the current calendar quarter.

DELIVERY OF PUT NOTICES. (I) 2.2.1 Subject to the terms and conditions of the Transaction Documents, and from time to time during the Open Period, the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the Put Amount (designated in U.S. Dollars) which the Company intends to sell to the Investor on a Closing Date. The Put Notice shall be in the form attached hereto as Exhibit F and incorporated herein by reference. The amount that the Company shall be entitled to Put to the Investor (the "Put Amount") shall be equal to, at the Company's election, either: (A) : 2.2.1.1 Two Hundred percent (200%) of the average daily volume (U.S. market only) of the Common Stock for the ten (10) Trading Days prior to the applicable Put Notice Date, multiplied by the average of the three (3) daily closing bid Best Bid prices immediately preceding the Put Date, or (B) One-Hundred Thousand dollars ($100,000); provided that in no event will the Put Amount be more greater than One Million Two Hundred Fifty Thousand Dollars ($1,000,000250,000) with respect to any single Put. , or 2.2.1.2 Twenty-Five Thousand dollars ($25,000). 2.2.2 During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to ninety-five three percent (95%) 93)% of the lowest closing bid Best Bid price of the Common Stock during the Pricing Period. (II) 2.2.3 If any closing bid Best Bid price during the applicable Pricing Period with respect to that any particular Put Notice is less than Seventy-Five percent (75%) of the any closing bid Best Bid prices of the Common Stock for the ten (10) Trading Days prior to the Put Notice Date (the "Minimum Acceptable Price"), the Put Notice will terminate at the Company's request. In the event that the closing bid price Best Bid prices for the applicable Pricing Period is less than the Minimum Acceptable Price, the Company may elect, by sending written notice to the Investor to cancel the Put Notice.

DELIVERY OF PUT NOTICES. (I) Subject to the terms and conditions of the Transaction Documents, and from time to time during the Open Period, the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the Put Amount (designated in U.S. Dollars) which the Company intends to sell to the Investor on a Closing Date. The Put Notice shall be in the form attached hereto as Exhibit F and incorporated herein by reference. The amount that the Company shall be entitled to Put to the Investor (the "Put Amount") shall be equal to, at the Company's election, either: (A) Two Hundred percent (200%) of the average daily volume (U.S. market only) of the Common Stock for the ten (10) Trading Days prior to the applicable Put Notice Date, multiplied by the average of the three (3) daily closing bid prices immediately preceding the Put Date, or (B) One-an amount up to Five Hundred Thousand dollars ($100,000); provided that in no event will the Put Amount be more than One Million Dollars ($1,000,000500,000) with respect to any single Put. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to ninety-five percent (95%) 95)% of the lowest closing bid price of the Common Stock during the Pricing Period. (II) If any closing bid price during the applicable Pricing Period with respect to that Put Notice is less than Seventy-Five percent (75%) of the any closing bid prices of the Common Stock for the ten (10) Trading Days prior to the Put Notice Date (the "Minimum Acceptable Price"), the Put Notice will terminate at the Company's request. In the event that the closing bid price for the applicable Pricing Period is less than the Minimum Acceptable Price, the Company may elect, by sending written notice to the Investor to cancel the Put Notice.

DELIVERY OF PUT NOTICES. (Ii) Subject to the terms and conditions of the Transaction Documents, and from time to time during the Open Period, the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the Put Amount (designated in U.S. Dollars) which the Company intends to sell to the Investor on a Closing Date. The Put Notice shall be in the form attached hereto as Exhibit F B and incorporated herein by reference. The amount that the Company shall be entitled to Put to the Investor in any single Put Notice (the "Put Amount") shall be equal to, at the Company's election, either: (Aa) Two Hundred four hundred percent (200400%) of the average daily volume (U.S. market only) of the Common Stock for the ten (10) Trading Days prior to the applicable Put Notice Date, multiplied by the average of the three (3) daily closing bid Best Bid prices immediately preceding the Put Date, or (Bb) One-Hundred Thousand dollars (twenty five thousand $100,000)25,000; provided that in no event will the Put Amount be more than One Million Dollars ($1,000,000) with respect to any single Put. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to ninety-five percent (95%) % of the lowest closing bid price of the Common Stock during the Pricing Period. (IIii) If any closing bid price during the applicable Pricing Period with respect to that Put Notice is less than Seventy-Five percent (75%) % of the any lowest closing bid Best Bid prices of the Common Stock for the ten Ten (10) Trading Days prior to the Put Notice Date (the "Minimum Acceptable Price"), the Put Notice will terminate at the Company's requestrequest sent in accordance with Section 9 of this Agreement. In the event that the closing bid price for the applicable Pricing Period is less than the Minimum Acceptable Price, the Company may elect, by sending written notice to the Investor to cancel the Put Notice. (iii) Within seven calendar days prior the commencement of each calendar quarter occurring subsequent to the commencement of the Open Period, the Company shall undertake to notify Investor as to its reasonable expectations as to the Put Amount it intends to raise during such calendar quarter, if any, through the issuance of Put Notices. Such notification shall constitute only the Company's good faith estimate with respect to such calendar quarter and shall in no way obligate the Company to raise such amount during such calendar quarter or otherwise limit its ability to deliver Put Notices during such calendar quarter. The failure by the Company to comply with this provision may be cured by notifying the Investor at any time as to the Company's reasonable expectations with respect to the current calendar quarter.

DELIVERY OF PUT NOTICES. (Ii) Subject to the terms and conditions of the Transaction Documents, and from time to time during the Open Period, the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the Put Amount (designated Amount(designated in U.S. Dollarsshares of Common Stock) which the Company intends to sell to the Investor on a Closing Dateduring the Pricing Period. The Put Notice shall be in the form attached hereto as Exhibit F "F" and incorporated herein by reference. The amount that Company shall deliver a copy of the Put Notice to the Escrow Agent. The Put Amount designated by the Company shall be entitled to in a Put to the Investor (the "Put Amount") Notice shall be equal to, at the Company's election, either: (A) Two Hundred to two hundred fifty percent (200250%) of the average daily volume (U.S. market only) of the Common Stock for the ten twenty (1020) Trading Days prior to the applicable Put Notice Date, Date multiplied by the average of the three (3) daily closing bid prices immediately preceding the Put Date, or (B) One-Hundred Thousand dollars ($100,000); provided that but in no event will more than $1,000,000. Once the Put Amount Notice is received by the Investor, the Put Notice shall not be more than One Million Dollars terminated, withdrawn or otherwise revoked by the Company except as set forth in Section ($1,000,000b)(ii) with respect to any single Putof this Agreement. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to ninety-five percent (95%) 92% of the average of the three (3) lowest closing bid price prices of the Company's Common Stock during the ten (10) Trading Day Pricing Period. (IIii) If any The Company shall, in its sole discretion, be entitled to terminate the balance of the current Put Notice, if the closing bid price during the applicable Pricing Period with respect to that Put Notice is less than Seventyseventy-Five five percent (75%) of the any closing bid prices Volume Weighted Average Price of the Common Stock for the ten fifteen (1015) Trading Days prior to the Put Notice Date (the "Minimum Acceptable PriceMINIMUM ACCEPTABLE PRICE"), the Put Notice will terminate at the Company's request. In the event that the closing bid price for the applicable Pricing Period is less than the Minimum Acceptable Price, the Company may elect, by sending written notice to the Investor via facsimile with a copy to the Escrow Agent, to cancel that portion of the Put NoticeNotice remaining for that number of Trading Days remaining after the written cancellation notice remaining for that number of Trading Days remaining after the written cancellation notice is deemed received by the Investors. The written notice shall be deemed received by the Investors on (i) the Trading Day it is received by facsimile or otherwise by the Investors if such notice is received on or prior to 12:00 noon New York time, or (ii) the immediately succeeding Trading Day if it is received by facsimile after 12:00 noon New York time on a Trading Day or at anytime on a day which is not a Trading Day. The Company shall still be responsible however, for delivering that number of shares of Common Stock to the Escrow Agent that were sold by the Investors through and including the end of the Trading Day the written cancellation notice is deemed received by the Investors. (iii) Within ten (10) calendar days after the commencement of each calendar quarter occurring subsequent to the commencement of the Open Period, the Company undertakes to notify Investor as to its reasonable expectations as to the Put Amount it intends to raise during such calendar quarter, if any, through the issuance of Put Notices. Such notification shall constitute only the Company's good faith estimate with respect to such calendar quarter and shall in no way obligate the Company to raise such amount during such calendar quarter or otherwise limit its ability to deliver Put Notices during such calendar quarter. The failure by the Company to comply with this provision can be cured by the Company's notifying Investor at any time as to its reasonable expectations with respect to the current calendar quarter.

DELIVERY OF PUT NOTICES. (I) Subject to the terms and conditions of the Transaction Documents, and from time to time during the Open Period, the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the Put Amount (designated in U.S. Dollars) which the Company intends to sell to the Investor on a Closing Date. The Put Notice shall be in the form attached hereto as Exhibit F and incorporated herein by reference. The amount that the Company shall be entitled to Put to the Investor (the "Put Amount") shall be equal to, at the Company's election, either: (A) Two Hundred percent (200%) of the average daily volume (U.S. market only) of the Common Stock for the ten (10) Trading Days prior to the applicable Put Notice Date, multiplied by the average of the three (3) daily closing bid prices immediately preceding the Put Date, or (B) One-One Hundred Thousand dollars ($100,000); provided that in no event will the Put Amount be more than One Million Dollars ($1,000,000) with respect to any single Put. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to ninety-five percent (95%) of the lowest closing bid Best Bid price of the Common Stock during the Pricing Period. (II) If any closing bid price during the applicable Pricing Period with respect to that Put Notice is less than Seventy-Five percent (75%) of the any closing bid prices of the Common Stock for the ten (10) Trading Days prior to the Put Notice Date (the "Minimum Acceptable Price"), the Put Notice will terminate at the Company's request. In the event that the closing bid price for the applicable Pricing Period is less than the Minimum Acceptable Price, the Company may elect, by sending written notice to the Investor to cancel the Put Notice.

DELIVERY OF PUT NOTICES. (Ii) Subject to the terms and conditions of the Transaction Documents, and from time to time during the Open Period, the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the Put Amount (designated in U.S. Dollars) which the Company intends to sell to the Investor on a Closing Date. The Put Notice shall be in the form attached hereto as Exhibit F B and incorporated herein by reference. The amount that the Company shall be entitled to Put to the Investor in any single Put Notice (the "Put Amount") shall be equal to, at the Company's election, either: (Aa) Two Hundred two hundred percent (200%) of the average daily volume (U.S. market only) of the Common Stock for the ten (10) Trading Days prior to the applicable Put Notice Date, multiplied by the average of the three (3) daily closing bid Best Bid prices immediately preceding the Put Date, or (Bb) One-Hundred Thousand dollars (one hundred thousand $100,000); provided that in no event will the Put Amount be more than One Million Dollars ($1,000,000) with respect to any single Put. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to ninety-five percent (95%) % of the lowest closing bid Best Bid price of the Common Stock during the Pricing Period. (IIii) If any closing bid price during the applicable Pricing Period with respect to that Put Notice is less than Seventy-Five percent (75%) % of the any lowest closing bid Best Bid prices of the Common Stock for the ten (10) fifteen Trading Days prior to the Put Notice Date (the "Minimum Acceptable Price"), the Put Notice will terminate at the Company's request. In the event that the closing bid price for the applicable Pricing Period is less than the Minimum Acceptable Price, the Company may elect, by sending written notice to the Investor to cancel the Put Notice. (iii) Within seven calendar days prior the commencement of each calendar quarter occurring subsequent to the commencement of the Open Period, the Company shall undertake to notify Investor as to its reasonable expectations as to the Put Amount it intends to raise during such calendar quarter, if any, through the issuance of Put Notices. Such notification shall constitute only the Company's good faith estimate with respect to such calendar quarter and shall in no way obligate the Company to raise such amount during such calendar quarter or otherwise limit its ability to deliver Put Notices during such calendar quarter. The failure by the Company to comply with this provision may be cured by notifying the Investor at any time as to the Company's reasonable expectations with respect to the current calendar quarter.