Common use of Draw Down Terms Clause in Contracts

Draw Down Terms. Subject to the satisfaction of the conditions set forth in this Agreement, the parties agree as follows: (a) The Company may, in its sole discretion, issue and exercise draw downs against the Commitment Amount (each a "Draw Down") during the Commitment Period, which Draw Downs the Purchaser shall be obligated to accept, subject to the terms and conditions of this Agreement. Before the Company shall exercise a Draw Down, the Company shall have caused a sufficient number of shares of Common Stock to be registered to cover the Draw Down Shares to be issued in connection with such Draw Down. (b) Only one Draw Down shall be allowed in each Draw Down Pricing Period and any subsequent Draw Down Pricing Period shall not commence until the Trading Cushion has elapsed since the end of the previous Draw Down Pricing Period. The number of shares of Common Stock purchased by the Purchaser with respect to each Draw Down shall be determined as set forth in Section 6.1(d) herein and settled on the second Trading Day immediately following the end of the applicable Draw Down Pricing period (each such settlement period and each such settlement date shall be referred to as a "Settlement Period" and a "Settlement Date", respectively) (c) The quantity of Draw Down Shares as to each Draw Down shall be limited to the lesser of: (i) 4.99% of the then-current shares outstanding or (ii) the previous 10-day average trading volume of the Draw Down Shares multiplied by 3. There shall be a minimum Draw Down Investment Amount (the "Investment Amount") of $25,000 and a maximum Draw Down Investment Amount of $1,000,000 unless otherwise agreed upon by the Company and the Purchaser. For avoidance of doubt, the calculation provided for herein shall be done at the beginning of the Draw Down Pricing Period. (d) The issuance of Draw Down Shares of Common Stock to be issued on each Settlement Date shall subject to the following adjustments: (i) if during any Trading Day during the Draw Down Pricing Period trading of the Common Stock on the Trading Market is suspended for more than 3 hours, in the aggregate, or if any Trading Day during the Draw Down Pricing Period is shortened because of a public holiday, then such Trading Day shall be withdrawn from the Draw Down Pricing Period; and (e) The Company must inform the Purchaser as to the Investment Amount of the Draw Down the Company wishes to exercise by delivering a draw down notice, in the form of Exhibit B hereto (the "Draw Down Notice"), via facsimile transmission in accordance with Section 8.3. The Draw Down Notice shall also inform the Purchaser of the first day of the Draw Down Pricing Period, which, unless otherwise agreed to in writing by the parties, shall be the first Trading Day following the date such Draw Down Notice is received (the "Commencement Date"). At no time shall the Purchaser be required to purchase more than the maximum Investment Amount for a given Draw Down Pricing Period. On or before any Trading Day that a Draw Down Notice is delivered, the Company shall have filed with the Commission a prospectus supplement pursuant to Rule 424 under the Securities Act setting forth the terms of the Draw Down Notice. Draw Down Notices shall be made no less than 10 Business Days apart, unless otherwise agreed upon by the Company and the Purchaser. (f) On the Trading Day immediately following the last day of the Settlement Period, the Company shall deliver, and the Purchaser shall acknowledge receipt of, a settlement statement (the "Settlement Statement") setting forth the number of Draw Down Shares issuable and the aggregate Purchase Price as to such Settlement Period. On the Settlement Date as to such Draw Down, the Draw Down Shares purchased pursuant to such Settlement Statement shall be delivered to the Depository Trust Company ("DTC") account of the Purchaser, or its designees, as designated by the Purchaser in the Settlement Statement, via DTC's Deposit Withdrawal Agent Commission system ("DWAC"). Upon the Company electronically delivering such Draw Down Shares to the DTC account of the Purchaser, or its designees, via DWAC by 1:00 p.m. ET, the Purchaser shall, on the same day (or the next Business Day if such day is not a Business Day) wire transfer immediately available funds to the Company's bank account, as designated by the Company in the Settlement Statement, for the amount of the aggregate Purchase Price of such Draw Down Shares. Upon the Company electronically delivering the Draw Down Shares to the Purchaser or its designee's DTC account via DWAC after 1:00 p.m. ET, the Purchaser shall wire transfer next day available funds to the Company's designated account on such day. At the sole election of the Purchaser, the Purchaser may elect to pay any broker fees disclosed in the schedules attached to this Agreement directly to the brokers pursuant to written instructions from any such broker. (g) The Company understands that a delay in the delivery of the Draw Down Shares to the Purchaser beyond the Settlement Date could result in economic loss to the Purchaser. In addition to the Purchaser's other available remedies, the Company shall pay to the Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of Draw Down Shares (based on the Closing Price of the Common Stock on the applicable Settlement Date) required to be delivered on the Settlement Date, $100 per Trading Day (increasing to $200 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Settlement Date until such Draw Down Shares are delivered pursuant to this Article VI. Nothing herein shall limit the Purchaser's right to pursue actual damages for the Company's failure to deliver certificates (via DWAC) representing any Securities as required by the Transaction Documents, including but not limited to the cost of any buy-in to the Purchaser, and the Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief.

Draw Down Terms. Subject to the satisfaction of the conditions set forth in this Agreement, the parties agree as follows: (a) The Company may, in its sole discretion, issue and exercise a draw downs against the Commitment Amount down (each a "“Draw Down") during the Commitment Period”), which Draw Downs Down the Purchaser shall will be obligated to accept, subject to the terms and conditions of this Agreement. Before the The Company shall exercise a Draw Down, the Company shall have caused a sufficient number of shares of Common Stock to be registered to cover issue the Draw Down Shares to by giving the Purchaser a Draw Down Notice specifying the total Draw Down amount and the date of the Draw Down Notice. The Draw Down Pricing Period shall be issued the five (5) Trading Days specified in connection with such the Draw DownDown Notice immediately preceding the date of the Draw Down Notice. (b) Only one Draw Down shall be allowed in for each Draw Down Pricing Period and any subsequent Draw Down Pricing Period Period. The price per share paid by the Purchaser shall not commence until be based on the Average Daily Price on each separate Trading Cushion has elapsed since Day during the end of the previous Draw Down Pricing Period. The number of shares of Common Stock purchased by the Purchaser with respect to each Draw Down shall be determined as set forth in Section 6.1(d) herein and settled on the second Draw Down Closing Date, which shall be the next Trading Day immediately following the end of the applicable Draw Down Pricing period (each such settlement period and each such settlement date shall be referred to as a "Settlement Period" and a "Settlement Date", respectively)date. (c) The quantity of Company shall have the right to issue and exercise a Draw Down of up to $1,000,000 of the Company’s Common Stock per Draw Down, subject to the limitations set forth immediately below. The minimum Draw Down shall be $100,000 unless otherwise agreed by Purchaser. d) The number of Shares as of Common Stock to be issued in connection with each Draw Down shall be limited equal to the lesser of: (i) 4.99Draw Down amount divided by 97% of the then-current shares outstanding or (ii) the previous 10-day average trading volume Average Price of the Draw Down Shares multiplied by 3. There shall be a minimum Draw Down Investment Amount (the "Investment Amount") of $25,000 and a maximum Draw Down Investment Amount of $1,000,000 unless otherwise agreed upon by the Company and the Purchaser. For avoidance of doubt, the calculation provided Common Stock for herein shall be done at the beginning of the Draw Down Pricing Period. (d) The issuance of Draw Down Shares of Common Stock to be issued on each Settlement Date shall subject to the following adjustments: (i) if during any Trading Day during the Draw Down Pricing Period trading of the Common Stock on the Trading Market is suspended for more than 3 hours, in the aggregate, or if any Trading Day during the Draw Down Pricing Period is shortened because of a public holiday, then such Trading Day shall be withdrawn from the Draw Down Pricing Period; and (e) The Company must inform provide the Purchaser as to the Investment Amount of via facsimile transmission the Draw Down the Company wishes to exercise by delivering a draw down notice, in the form of Exhibit B hereto (the "Draw Down Notice"), via facsimile transmission in accordance with Section 8.3. The Draw Down Notice shall also inform the Purchaser of the first day of the Draw Down Pricing Period, which, unless otherwise agreed to in writing by the parties, shall be the first Trading Day following the date such Draw Down Notice is received (the "Commencement Date"). At no time shall the Purchaser be required to purchase more than the maximum Investment Amount Draw Down amount specified for a given Draw Down Pricing Period. . f) On or before any three Trading Day that a Days after each Draw Down Notice is deliveredClosing Date, the Purchaser shall pay the specified Draw Down amount to the Company. Upon receipt of the Draw Down payment, the Company shall have filed with deliver the Commission a prospectus supplement pursuant to Rule 424 under the Securities Act setting forth the terms of the Draw Down Notice. Draw Down Notices shall be made no less than 10 Business Days apart, unless otherwise agreed upon by the Company and the Purchaser. (f) On the Trading Day immediately following the last day of the Settlement Period, the Company shall deliver, and the Purchaser shall acknowledge receipt of, a settlement statement (the "Settlement Statement") setting forth the number of Draw Down Shares issuable and the aggregate Purchase Price as to such Settlement Period. On the Settlement Date as to such Draw Down, the Draw Down Shares purchased pursuant to such Settlement Statement shall be delivered to the Depository Trust Company ("DTC") account of the Purchaser, or its designees, as designated by the Purchaser in the Settlement Statement, via DTC's Deposit Withdrawal Agent Commission system ("DWAC"). Upon the Company electronically delivering such Draw Down Shares to the DTC account of the Purchaser, or its designees, via DWAC by 1:00 p.m. ET, the Purchaser shall, on the same day (or the next Business Day if such day is not a Business Day) wire transfer immediately available funds to the Company's bank account, as designated by the Company in the Settlement Statement, for the amount of the aggregate Purchase Price of such Draw Down Shares. Upon the Company electronically delivering the Draw Down Shares to the Purchaser or its designee's DTC account via DWAC after 1:00 p.m. ET, the Purchaser shall wire transfer next day available funds to the Company's designated account on such day. At the sole election of in accordance with any instructions from the Purchaser, the Purchaser may elect to pay any broker fees disclosed in the schedules attached to this Agreement directly to the brokers pursuant to written instructions from any such broker. (g) The Company understands that a delay in the delivery of the Draw Down Shares to the Purchaser beyond the Settlement Date could result in economic loss to the Purchaser. In addition to the Purchaser's other available remedies, the Company shall pay to the Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of Draw Down Shares (based on the Closing Price of the Common Stock on the applicable Settlement Date) required to be delivered on the Settlement Date, $100 per Trading Day (increasing to $200 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Settlement Date until such Draw Down Shares are delivered pursuant to this Article VI. Nothing herein shall limit the Purchaser's right to pursue actual damages for the Company's failure to deliver certificates (via DWAC) representing any Securities as required by the Transaction Documents, including but not limited to the cost of any buy-in to the Purchaser, and the Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief.

Draw Down Terms. Subject to the satisfaction of the conditions set forth in this Agreement, the parties agree as follows: (a) The Company Company, may, in its sole discretion, issue and exercise a draw downs against the Commitment Amount down (each a "Draw Down") during the Commitment each Draw Down Pricing Period, which Draw Downs Down the Purchaser shall will be obligated to accept, subject to accept for a period of 12 months commencing immediately after the terms and conditions of this Agreement. Before Effective Date (the Company shall exercise a Draw Down, the Company shall have caused a sufficient number of shares of Common Stock to be registered to cover the Draw Down Shares to be issued in connection with such Draw Down"Commitment Period"). (b) Only one Draw Down shall be allowed in each Draw Down Pricing Period and any subsequent Draw Down Pricing Period shall not commence until the Trading Cushion has elapsed since the end of the previous Draw Down Pricing Period. The number of shares of Common Stock purchased by the Purchaser with respect to each Draw Down shall be determined as set forth in Section 6.1(d) herein and settled on on, (i) as to the second 1st through the 11th Trading Day immediately following the end of the applicable Days after a Draw Down Pricing period Period commences (each such settlement period and each such settlement date shall be referred to as a the "First Settlement Period" "), on the 13th Trading Day after a Draw Down Pricing Period commences and (ii) as to the 12th through the 22nd Trading Days after a Draw Down Pricing Period commences (the "Second Settlement Period"), the 24th Trading Day after a Draw Down Pricing Period. (each, a "Settlement Date" and the First and Second Settlement Periods collectively referred to as "Settlement Periods"). In connection with each Draw Down Pricing Period, respectively)the Company may set the Threshold Price. If the Average Daily Price on any day within the Draw Down Pricing Period is less than the Threshold Price, the Company shall not sell and the Purchaser shall not be obligated to purchase the Shares otherwise to be purchased for such day. (c) The quantity of minimum Investment Amount shall be $100,000 and the maximum Investment Amount shall be $6,000,000; PROVIDED, HOWEVER, the maximum Investment Amount during any Draw Down Shares as to each Draw Down Pricing Period shall be limited pursuant to the lesser offollowing formula: (i) 4.994.5% of the then-current shares outstanding or weighted average price for the Common Stock for the three (ii3) month period immediately prior to the previous 10-day average Commencement Date (defined below) multiplied by the total trading volume in respect of the Draw Down Shares multiplied by Common Stock for the three (3. There shall be a minimum Draw Down Investment Amount () month period immediately prior to the "Investment Amount") of $25,000 and a maximum Draw Down Investment Amount of $1,000,000 unless otherwise agreed upon by the Company and the Purchaser. For avoidance of doubt, the calculation provided for herein shall be done at the beginning of the Draw Down Pricing PeriodCommencement Date. (d) The issuance number of Draw Down Shares of Common Stock to be issued on each Settlement Date shall be a number of shares equal to the sum of the quotients (for each trading day within the Settlement Period) of (x) 1/22nd of the Investment Amount and (y) the Purchase Price on each Trading Day within the Settlement Period, subject to the following adjustments: (i) if during any the Average Daily Price on a given Trading Day during is less than the Draw Down Pricing Period Threshold Price, then the Investment Amount will be reduced by 1/22nd and that day shall be withdrawn from the Settlement Period; and (ii) trading of the Common Stock on the Trading Principal Market is suspended for more than 3 three (3) hours, in the aggregate, or if on any Trading Day during the Draw Down Pricing Period is shortened because of a public holidaySettlement Period, then such Trading Day the Investment Amount shall be reduced by 1/22nd and that day shall be withdrawn from the Draw Down Pricing applicable Settlement Period; and. (e) The Company must inform the Purchaser as to the Investment Amount of the Draw Down the Company wishes to exercise by delivering a draw down notice, in the form of Exhibit B EXHIBIT D hereto (the "Draw Down Notice"), via facsimile transmission in accordance with Section 8.3. The 9.4 as to the amount of the Draw Down Notice shall also inform (the Purchaser of "Investment Amount") the Company wishes to exercise before the first day of the Draw Down Pricing Period, which, unless otherwise agreed to in writing by the parties, shall be the first Trading Day following the date such Draw Down Notice is received Period (the "Commencement Date"). If the Commencement Date is to be the date of the Draw Down Notice, the Draw Down Notice must be delivered to and receipt confirmed by the Purchaser at least one hour before trading commences on such date. At no time shall the Purchaser be required to purchase more than the maximum Investment Amount Draw Down amount for a given Draw Down Pricing Period. On or before any Trading Day Period so that a if the Company chooses not to exercise the maximum permitted Draw Down Notice is delivered, the Company shall have filed with the Commission in a prospectus supplement pursuant to Rule 424 under the Securities Act setting forth the terms of the given Draw Down Notice. Pricing Period the Purchaser is not obligated to and shall not purchase more than the scheduled maximum amount in a subsequent Draw Down Notices shall be made no less than 10 Business Days apart, unless otherwise agreed upon by the Company and the PurchaserPricing Period. (f) On the Trading Day immediately following the last day of the or before each Settlement PeriodDate, the Company shall deliver, and Shares purchased by the Purchaser shall acknowledge receipt of, a settlement statement (the "Settlement Statement") setting forth the number of Draw Down Shares issuable and the aggregate Purchase Price as to such Settlement Period. On the Settlement Date as to such Draw Down, the Draw Down Shares purchased pursuant to such Settlement Statement shall be electronically delivered to the The Depository Trust Company ("DTC") account of on the Purchaser, or its designees, as designated by the Purchaser in the Settlement Statement, via DTC's Deposit Withdrawal Agent Commission system ("DWAC")behalf. Upon the Company electronically delivering such Draw Down Shares whole shares of Common Stock to the DTC account of the Purchaser, Purchaser or its designees, designees via DWAC by 1:00 p.m. ETpm EST, the Purchaser shall, on the same day (or the next Business Day if such day is not a Business Day) shall wire transfer immediately available funds to the Company's bank account, as designated by the Company in the Settlement Statement, for the amount of the aggregate Purchase Price of account on such Draw Down Sharesday. Upon the Company electronically delivering the Draw Down Shares whole shares of Common Stock to the Purchaser or its designee's DTC account designees via DWAC after 1:00 p.m. ETpm EST, the Purchaser shall wire transfer next day available funds to the Company's designated account on such day. At In the sole election of event the PurchaserPurchaser elects to use the Escrow Agent, the Shares shall be credited by the Company to the DTC account designated by the Purchaser may elect upon receipt by the Escrow Agent of payment for the Draw Down into the Escrow Agent's trust account as provided in the Escrow Agreement. The Escrow Agent shall be directed to pay the purchase price to the Company, net of One Thousand Five Hundred Dollars ($1,500) as escrow expenses to the Escrow Agent and any broker brokerage or placement agent fees disclosed as set forth in the schedules attached to this Agreement directly to the brokers pursuant to written instructions from any such broker. (g) Escrow Agreement. The Company understands that a delay in the delivery of the Draw Down Shares to the Purchaser beyond the Settlement Date could result in economic loss to the Purchaser. In addition to into the Purchaser's other available remedies, the Company DTC account in exchange for payment therefor shall pay be referred to the Purchaser, in cash, herein as partial liquidated damages and not as a penalty, for each $1,000 of Draw Down Shares (based on the Closing Price of the Common Stock on the applicable Settlement Date) required to be delivered on the Settlement Date, $100 per Trading Day (increasing to $200 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Settlement Date until such Draw Down Shares are delivered pursuant to this Article VI. Nothing herein shall limit the Purchaser's right to pursue actual damages for the Company's failure to deliver certificates (via DWAC) representing any Securities as required by the Transaction Documents, including but not limited to the cost of any buy-in to the Purchaser, and the Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief"Settlement".

Draw Down Terms. Subject to the satisfaction of the conditions set forth in this Agreement, the parties agree as follows: (a) The Company may, in its sole discretion, issue and exercise draw downs against the Commitment Amount (each a "Draw Down") during the Commitment Period, which Draw Downs the Purchaser shall be obligated to accept, subject to the terms and conditions of this Agreement. Before the Company shall exercise a Draw Down, the Company shall have caused a sufficient number of shares of Common Stock to be registered to cover the Draw Down Shares to be issued in connection with such Draw Downherein. (b) Only one Draw Down shall be allowed in each Draw Down Pricing Period and any subsequent the Company may not exercise a Draw Down Pricing Period shall not commence until the applicable Trading Cushion has elapsed since the end of the previous Draw Down Pricing Period. The number of shares of Common Stock purchased by the Purchaser with respect to each Draw Down shall be determined as set forth in Section 6.1(d5.1(e) herein and settled on or before the second 2nd Trading Day immediately following the end of the applicable after each consecutive 10 Trading Day period within a Draw Down Pricing period Period (each such 10 Trading Day settlement period and each such settlement date shall be referred to as a "Settlement Period" and a "Settlement Date", respectively) (c) The quantity of In connection with each Draw Down Shares Pricing Period, the Company shall set the Threshold Price in the Draw Down Notice. (d) The maximum Investment Amount as to each Draw Down shall be limited equal to the lesser of: greater of (i) 4.99$300,000 and (ii) 12.5% of the then-current shares outstanding or average of the VWAPs for the thirty (ii30) day period immediately prior to the previous 10-day average trading volume date of the Draw Down Shares Notice multiplied by 3. There the total aggregate trading volume in respect of the Common Stock for such period; provided that no Draw Down shall be a minimum Draw Down Investment Amount (the "Investment Amount") of less than $25,000 and a maximum Draw Down Investment Amount of $1,000,000 unless otherwise agreed upon by the Company and the Purchaser. For avoidance of doubt, the calculation provided for herein shall be done at the beginning of the Draw Down Pricing Period300,000. (de) The issuance number of Draw Down Shares of Common Stock to be issued on each Settlement Date shall be a number of shares equal to one-half of the Investment Amount divided by (ii) 88% of the VWAP for the applicable Settlement Period, subject to the following adjustments: (i) if the VWAP on a given Trading Day is less than the Threshold Price, then such Trading Day shall be withdrawn from the Draw Down Pricing Period and the Investment Amount to be paid on the immediately pending Settlement Date shall be reduced by an amount equal to 1/20th of the Investment Amount; and (ii) if during any Trading Day during the Draw Down Pricing Period trading of the Common Stock on the Trading Principal Market is suspended for more than 3 hours, in the aggregate, or if any Trading Day during the Draw Down Pricing Period is shortened because of a public holiday, then such Trading Day Days shall be withdrawn from the Draw Down Pricing PeriodPeriod and the Investment Amount to be paid on the immediately pending Settlement Date shall be reduced by an amount equal to 1/20th of the Investment Amount; and (eiii) if during any Trading Day during the Draw Down Pricing Period sales of Draw Down Shares pursuant to the Registration Statement are suspended by the Company in accordance with Sections 3(d) or 5(e) of the Registration Rights Agreement for more than three (3) hours, in the aggregate, then such Trading Days shall be withdrawn from the Draw Down Pricing Period and the Investment Amount to be paid on the immediately pending Settlement Date shall be reduced by an amount equal to 1/20th of the Investment Amount. (f) The Company must inform the Purchaser as to the Investment Amount of the Draw Down the Company wishes to exercise by delivering a draw down notice, in the form of Exhibit B D hereto (the "Draw Down Notice"), via facsimile transmission in accordance with Section 8.3. The Draw Down Notice shall also inform 8.5 as to the Purchaser of the first day amount of the Draw Down Pricing Period(the "Investment Amount") the Company wishes to exercise; provided; however, which, unless otherwise agreed to in writing by if the parties, Commencement Date shall be the first Trading Day following date on which the date such Draw Down Notice is received (delivered, the "Commencement Date")Draw Down Notice must delivered to the Purchaser at least 1 hour before trading commences on such Trading Day date. At no time shall the Purchaser be required to purchase more than the maximum Investment Amount for a given Draw Down Pricing Period. . (g) On or before any Trading Day that a Draw Down Notice is deliveredeach Settlement Date, the Company shall have filed with the Commission a prospectus supplement pursuant to Rule 424 under the Securities Act setting forth the terms of the Draw Down Notice. Draw Down Notices shall be made no less than 10 Business Days apart, unless otherwise agreed upon Shares purchased by the Company and the Purchaser. (f) On the Trading Day immediately following the last day of the Settlement Period, the Company shall deliver, and the Purchaser shall acknowledge receipt of, a settlement statement (the "Settlement Statement") setting forth the number of Draw Down Shares issuable and the aggregate Purchase Price as to such Settlement Period. On the Settlement Date as to such Draw Down, the Draw Down Shares purchased pursuant to such Settlement Statement shall be delivered to the The Depository Trust Company ("DTC") account of on the Purchaser, or its designees, as designated by the Purchaser in the Settlement Statement, via DTC's Deposit Withdrawal Agent Commission system ("DWAC")behalf. Upon the Company electronically delivering such Draw Down Shares whole shares of Common Stock to the DTC account of the Purchaser, Purchaser or its designees, designees via DWAC by DTC through its Deposit Withdrawal Agent Commission ("DWAC") system prior to 1:00 p.m. ET, the Purchaser shall, on the same day (or the next Business Day if such day is not a Business Day) shall wire transfer immediately available funds equal to the Investment Amount, as may be adjusted pursuant to Section 5.1(e), to the Company's bank account, as designated by the Company in the Settlement Statement, for the amount of the aggregate Purchase Price of account on such Draw Down Sharesday. Upon the Company electronically delivering the Draw Down Shares whole shares of Common Stock to the Purchaser or its designee's DTC account via DWAC after 1:00 p.m. ET, the Purchaser shall wire transfer next day available funds to the Company's designated account on such day. At In the sole election of event that either party elects to use the PurchaserEscrow Agent, the Purchaser may elect Shares shall be delivered by the Company to pay any broker fees disclosed the Escrow Agent upon receipt by the Escrow Agent of payment for the Draw Down Shares into the Escrow Agent's master escrow account and notice to the Company thereof, all as further set forth in the schedules attached to this Agreement directly to the brokers pursuant to written instructions from any such brokerEscrow Agreement. (gh) The Company understands that a delay in the delivery of the Draw Down Shares to into the Purchaser Purchaser's DTC account beyond five (5) Trading Days after the Settlement Date dates set forth herein or in the Escrow Agreement, as may be applicable, could result in economic loss to the Purchaser. In addition Notwithstanding anything herein to the Purchaser's other available remediescontrary, as compensation to the Purchaser for such loss, the Company shall agrees to pay late payments to the Purchaser, in cash, as partial liquidated damages and not as a penalty, Purchaser for each $1,000 of Draw Down Shares (based on the Closing Price of the Common Stock on the applicable Settlement Date) required to be delivered on the Settlement Date, $100 per Trading Day (increasing to $200 per Trading Day late delivery after five (5) Trading Days after from such damages have begun to accruedates in accordance with the following schedule (where "No. Trading Days Late" is defined as the number of Trading Days beyond five (5) for each Trading Day after Days from the Settlement Date until dates set forth herein or in the Escrow Agreement, as applicable, on which such Draw Down Shares are to be delivered pursuant to into the Purchaser's DTC account via the DWAC system): No. Trading Days Xxxx Xxxx Payment for Each $5,000 of Draw Down Shares Being Purchased 1 $50 2 $100 3 $150 4 $200 5 $250 6 $300 7 $350 8 $400 9 $450 10 $500 More than 10 $500 +$100 for each Trading Day Late beyond 10 Trading Days The Company shall pay any payments incurred under this Article VISection 5.1(h) in immediately available funds upon demand. Nothing herein shall limit the Purchaser's right to pursue injunctive relief and/or actual damages for the Company's failure to issue and deliver certificates (via DWAC) representing any Securities as required by the Transaction Documents, including but not limited Draw Down Shares to the cost of any buy-in to the Purchaser, and the Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive reliefCompany.

Draw Down Terms. Subject to the satisfaction of the conditions set forth in this Agreement, the parties agree as follows: (a) The Company may, in its sole discretion, issue and exercise draw downs against the Commitment Amount (each a "Draw Down") during the Commitment Period, which Draw Downs the Purchaser shall be obligated to accept, subject to the terms and conditions of under this Agreement. Before the Company shall exercise a Draw Down, the Company shall have caused a sufficient number of shares of Common Stock to be registered to cover the Draw Down Shares to be issued in connection with such Draw Down. Down (b) Only one Draw Down shall be allowed in each Draw Down Pricing Period and any subsequent Draw Down Pricing Period shall not commence until the Trading Cushion has elapsed since the end of the previous Draw Down Pricing Period. The number of shares of Common Stock purchased by the Purchaser with respect to each Draw Down shall be determined as set forth in Section 6.1(d) herein and settled using a good faith estimate based on the second Trading Day immediately following the end of the applicable Draw Down Pricing period (each such settlement period and each such settlement date shall be referred to as a "Settlement Period" and a "Settlement Date", respectively) (c) The quantity of Draw Down Shares as to each Draw Down shall be limited to the lesser of: (i) 4.99% of the then-current shares outstanding or (ii) the previous 10-day average trading volume of the Draw Down Shares multiplied by 3. There shall be a minimum Draw Down Investment Amount (the "Investment Amount") of $25,000 and a maximum Draw Down Investment Amount of $1,000,000 unless otherwise agreed upon by the Company and the Purchaser. For avoidance of doubt, the calculation provided for herein shall be done at the beginning of the Draw Down Pricing Period. (d) The issuance of Draw Down Shares of Common Stock to be issued on each Settlement Date shall subject to the following adjustments: (i) if during any Trading Day during the Draw Down Pricing Period trading recent market price of the Common Stock Stock), and, on the Trading Market is suspended for more than 3 hours, in the aggregate, or if any Trading Day during the Draw Down Pricing Period is shortened because of a public holiday, then such Trading Day shall be withdrawn from the Draw Down Pricing Period; and (e) The Company must inform the Purchaser as to the Investment Amount of the Draw Down the Company wishes to exercise by delivering a draw down notice, in the form of Exhibit B hereto (the "Draw Down Notice"), via facsimile transmission in accordance with Section 8.3. The Draw Down Notice shall also inform the Purchaser of the first day of the Draw Down Pricing Period, which, unless otherwise agreed to in writing by the parties, shall be the first Trading Day following the date such Draw Down Notice is received (the "Commencement Date"). At no time shall the Purchaser be required to purchase more than the maximum Investment Amount for a given Draw Down Pricing Period. On or before any Trading Day that a Draw Down Notice such request is deliveredmade, the Company shall have filed with the Commission a prospectus supplement pursuant to Rule 424 under the Securities Act setting forth the terms of the Draw Down. (b) Only one Draw Down shall be allowed in each Draw Down Pricing Period and the Company may not exercise a Draw Down until the applicable Trading Cushion has elapsed since the end of the previous Draw Down Pricing Period. (c) The Company must inform the Purchaser by delivering a Draw Down notice, in the form of Exhibit E attached hereto (the "Draw Down Notice. "), via facsimile transmission, in accordance with Section 8.3, as to the dollar amount of the Draw Down Notices (the "Investment Amount") the Company wishes to exercise. (d) The maximum Investment Amount as to each Draw Down shall be made no less than 10 Business equal to the lesser of (i) the average daily dollar trading volume of the Common Stock on the Trading Market during the 20 Trading Days apartimmediately prior to the applicable Commencement Date and (ii) $200,000. For purposes of clarification, unless otherwise agreed upon such average in clause (i) shall be determined by averaging the daily dollar trading volumes for each Trading Day during such period, not by aggregating the volume over such period and dividing by 20. (e) The number of Draw Down Shares to be issued on a Settlement Date shall equal the Investment Amount applicable to such Settlement Date divided by the Company and lesser of the Purchase Price as calculated during the applicable Draw Down Pricing Period and, if the applicable Draw Down Shares are not delivered on or before the applicable Settlement Date, the Purchase Price as calculated during the applicable Draw Down Pricing Period, but assuming such Draw Down Pricing Period is extended through the Trading Day immediately prior to the date the applicable Draw Down Shares are actually delivered to the Purchaser. (f) On the Trading Day immediately following the last day of the Settlement Draw Down Pricing Period, the Company shall deliver, deliver to the Purchaser and the Purchaser shall acknowledge receipt of, to the Company a settlement statement (the "Settlement Statement") setting forth the number calculation of the Purchase Price and the Investment Amount as to the applicable Draw Down Shares issuable and the aggregate Purchase Price as to such Settlement Pricing Period. On the Settlement Date as to such Draw Down, The issuance of the Draw Down Shares purchased pursuant as to such a Draw Down and the payment of the Investment Amount as to a Draw Down shall occur within 1 Trading Day of the end of the applicable Draw Down Pricing Period (the "Settlement Statement Date"). (g) On or before the Settlement Date, the applicable Draw Down Shares shall be delivered to the Depository Trust Company ("DTC") account of the Purchaser, or its designees, as designated by the Purchaser in the Settlement Statement, via DTC's Deposit Withdrawal Agent Commission system ("DWAC"). Upon the Company electronically delivering such Draw Down Shares to the DTC account of the Purchaser, or its designees, via DWAC by 1:00 p.m. 9:30 a.m. ET, the Purchaser shall, on the same day (or the next Business Day if such day is not a Business Day) wire transfer immediately available funds to the Company's bank account, as designated by the Company in the Settlement Statement, for the amount of the aggregate Purchase Price Investment Amount of such Draw Down Shares. Upon the Company electronically delivering the applicable Draw Down Shares to the Purchaser or its designee's DTC account via DWAC after 1:00 p.m. 9:30 a.m. ET, the Purchaser shall wire transfer next day available funds to the Company's designated account on such day. At day (or the sole election next Business Day if such day is not a Business Day) for the amount of the PurchaserInvestment Amount of such Draw Down Shares. In the event that following the Initial Closing the Company elects to establish an escrow account pursuant to a written escrow agreement for the receipt of the Investment Amount payable in connection with Draw Downs, provided the terms and conditions of any such escrow agreement are reasonably acceptable to the Purchaser and the Company instructs the Purchaser to pay an applicable Investment Amount to such escrow agent when it delivers a Draw Down Notice, the Purchaser may elect to pay any broker fees disclosed in Draw Down Shares shall be credited by the schedules attached to this Agreement directly Company to the brokers pursuant DTC account designated by the Purchaser via DWAC upon receipt by such escrow agent of payment for the Draw Down Shares into such escrow agent's escrow account and notice to written instructions from any such brokerthe Company thereof. (gh) The Company understands that a delay in the delivery of the Draw Down Shares to into the Purchaser Purchaser's DTC account beyond the Settlement Date could result in economic loss to the Purchaser. In addition to the Purchaser's other available remedies, the Company shall pay to the Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of Draw Down Shares (based on the Closing Price VWAP of the Common Stock on the applicable Settlement Date) required to be delivered on the Settlement Date, $100 10 per Trading Day (increasing to $200 20 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Settlement Date until such Draw Down Shares are delivered pursuant to this Article VI. Nothing herein shall limit the Purchaser's right to pursue actual damages for the Company's failure to deliver certificates (via DWAC) representing any Securities as required by the Transaction Documents, including but not limited to the cost of any buy-in to the Purchaser, and the Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief.

Draw Down Terms. Subject to the satisfaction of the conditions set forth in this Agreement, and subject to Section 6.02 below, the parties Parties agree (unless otherwise mutually agreed upon by the Parties in writing) as follows: (a) The Company may, in its sole discretion, issue and exercise draw downs against the Commitment a Draw Down Notice (as defined in Section 6.01(h) hereof) for a specified Draw Down Amount (each a "Draw Down"Requested. Subject to Section 6.01(g) during the Commitment Periodbelow, which Draw Downs the Purchaser shall be obligated pay a per-Share amount equal to accept90% of the average Daily Closing Price during the Draw Down Pricing Period (the “Purchase Price”). Subject to Section 4.06 hereof, subject the Draw Down Amount Requested shall not exceed four hundred percent (400%) (the “Draw Down Limit”) of the average daily trading volume for the 30 Trading Days immediately preceding the Draw Down Exercise Date. (b) Prior to commencement of the terms and conditions of this Agreement. Before the Company shall exercise a Draw DownDown Pricing Period, the Company shall have caused a sufficient number of shares of Common Stock deliver the Shares to be registered purchased in such Draw Down to cover the Purchaser. If Shares delivered to the Purchaser prior to commencement of the Draw Down Pricing Period are delivered in certificated form and not DWAC Eligible, then the Draw Down Pricing Period shall not begin until the Shares to be issued in connection with such Draw Downare cleared by an appointed clearing agent. (bc) Only one Draw Down shall be allowed in each Draw Down Pricing Period and any subsequent Period. (d) Each Draw Down shall be settled on the first Trading Day after the end of each Draw Down Pricing Period shall not commence until (the Trading Cushion has elapsed since “Settlement Date”). (e) At the end of the previous each Draw Down Pricing Period. The number of shares of Common Stock purchased , the Purchaser’s total Draw Down commitment under this Agreement shall be reduced by the Purchaser total Draw Down Amount for such Draw Down Pricing Period. (f) Each Draw Down will automatically expire immediately after the last Trading Day of each Draw Down Pricing Period. (g) Each Draw Down Notice shall set forth the Threshold Price set by the Company for such Draw Down. If the Daily Closing Price on a given Trading Day in the Draw Down Pricing Period, multiplied by 9/10, is less than the Threshold Price, then the total Draw Down Amount Requested will be reduced by 1/30th, and, unless otherwise agreed by the Parties, no Shares will be purchased or sold with respect to each Draw Down such Trading Day and the Daily Closing Price on such Trading Day shall be determined as set forth in Section 6.1(d) herein and settled on excluded from the second Trading Day immediately following the end calculation of the applicable Draw Down Pricing period (each such settlement period and each such settlement date shall be referred to as a "Settlement Period" and a "Settlement Date", respectively)Purchase Price. (ch) The quantity of Draw Down Shares as to each Draw Down shall be limited As a condition to the lesser of: exercise of any Draw Down, the Company must (i) 4.99% provide a notice to the Purchaser of the then-current shares outstanding or (ii) Company’s exercise of any Draw Down via email before commencement of trading on the previous 10-day average trading volume first Trading Day of the Draw Down Pricing Period covered by such notice (the “Draw Down Notice”), substantially in the form attached hereto as Exhibit E, and (ii) pursuant to Section 6.01(b), deliver the Shares multiplied to the Purchaser or its designees via DWAC, if the Company is approved for DWAC in an amount equal to the Draw Down Amount Requested (which amount shall be adjusted in the event that the amount accepted by 3the Purchaser pursuant to Section 6.01(a) hereof is different than the Draw Down Amount Requested). There The date the Company delivers the Draw Down Notice and the Shares in accordance with this Section 6.01(h) shall be a minimum “Draw Down Investment Amount (the "Investment Amount") of $25,000 and a maximum Exercise Date.” The Draw Down Investment Notice shall specify the Draw Down Amount Requested, set the Threshold Price for such Draw Down and designate the first Trading Day of $1,000,000 unless otherwise agreed upon by the Draw Down Pricing Period that the Company and wishes to grant to the Purchaser. For avoidance of doubt, the calculation provided for herein shall be done at the beginning of Purchaser during the Draw Down Pricing Period. (di) The issuance of Draw Down Shares of Common Stock to be issued on On each Settlement Date Date, the Purchaser shall subject to the following adjustments: (i) if during any Trading Day during the Draw Down Pricing Period trading of the Common Stock on the Trading Market is suspended for more than 3 hours, in the aggregate, or if any Trading Day during the Draw Down Pricing Period is shortened because of a public holiday, then such Trading Day shall be withdrawn from the Draw Down Pricing Period; and (e) The Company must inform the Purchaser as to the Investment Amount of the Draw Down provide the Company wishes to exercise by delivering a draw down notice, closing notice in the form of Exhibit B hereto F attached hereto; (ii) make payment for the "Draw Down Notice")Shares acquired pursuant to this Agreement to the Company’s designated account by wire transfer of immediately available funds, via facsimile transmission provided that the Shares were received by the Purchaser in accordance with Section 8.3. The 6.01(b) hereof; and (iii) return to the Company any Shares delivered to the Purchaser in connection with the applicable Draw Down Notice pursuant to Section 6.01(b) that have not been purchased by Purchaser pursuant to the terms hereof, it being understood that Purchaser shall also inform have the ability to sell any purchased Shares at any time following their deposit pursuant to Section 6.01(b). If the Company has not received payment in full for all Shares received by the Purchaser of the first day of the Draw Down Pricing Period, which, unless otherwise agreed to in writing by the parties, shall be the first Trading Day following the date such Draw Down Notice is received (the "Commencement Date"). At no time shall the Purchaser be required to purchase more than the maximum Investment Amount for a given Draw Down Pricing Period. On or before any Trading Day that a Draw Down Notice is delivered, the Company shall have filed with the Commission a prospectus supplement pursuant to Rule 424 under Section 6.01(b) by 5:00pm EST on the Securities Act setting forth the terms of the Draw Down Notice. Draw Down Notices shall be made no less than 10 Business Days apart, unless otherwise agreed upon by the Company and the Purchaser. (f) On the Trading Day immediately third business day following the last day of the Settlement Period, the Company shall deliver, and the Purchaser shall acknowledge receipt of, a settlement statement (the "Settlement Statement") setting forth the number of Draw Down Shares issuable and the aggregate Purchase Price as to such Settlement Period. On the Settlement Date as to such Draw Down, the Draw Down (other than Shares purchased returned pursuant to such Settlement Statement shall be delivered to the Depository Trust Company clause ("DTC"iii) account of the Purchaser, or its designees, as designated by the Purchaser in the Settlement Statement, via DTC's Deposit Withdrawal Agent Commission system ("DWAC"preceding sentence). Upon the Company electronically delivering such Draw Down Shares to the DTC account of the Purchaser, or its designees, via DWAC by 1:00 p.m. ET, the Purchaser shall, on the same day (or the next Business Day if such day is not a Business Day) wire transfer immediately available funds to the Company's bank account, as designated by the Company in the Settlement Statement, for the amount of the aggregate Purchase Price of such Draw Down Shares. Upon the Company electronically delivering the Draw Down Shares to the Purchaser or its designee's DTC account via DWAC after 1:00 p.m. ET, the Purchaser shall wire transfer next day available funds immediately return all such Shares to the Company's designated account on such day. At the sole election of the Purchaser, the Purchaser may elect to pay any broker fees disclosed in the schedules attached to this Agreement directly to the brokers pursuant to written instructions from any such broker. (g) The Company understands that a delay in the delivery of the Draw Down Shares to the Purchaser beyond the Settlement Date could result in economic loss to the Purchaser. In addition to the Purchaser's other available remedies, the Company shall pay to the Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of Draw Down Shares (based on the Closing Price of the Common Stock on the applicable Settlement Date) required to be delivered on the Settlement Date, $100 per Trading Day (increasing to $200 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Settlement Date until such Draw Down Shares are delivered pursuant to this Article VI. Nothing herein shall limit the Purchaser's right to pursue actual damages for the Company's failure to deliver certificates (via DWAC) representing any Securities as required by the Transaction Documents, including but not limited to the cost of any buy-in to the Purchaser, and the Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief.

Draw Down Terms. Subject to the satisfaction of the conditions set forth in this Agreement, and subject to Section 6.02 below, the parties Parties agree (unless otherwise mutually agreed upon by the Parties in writing) as follows: (a) The Company may, in its sole discretion, issue and exercise draw downs against the Commitment a Draw Down Notice (as defined in Section 6.01(h) hereof) for a specified Draw Down Amount (each a "Draw Down"Requested. Subject to Section 6.01(g) during the Commitment Periodbelow, which Draw Downs the Purchaser shall be obligated pay a per-Share amount equal to accept90% of the applicable Daily Closing Price during the Draw Down Pricing Period (the “Purchase Price”). Subject to Section 4.06 hereof, subject the Draw Down Amount Requested shall not exceed four hundred percent (400%) (the “Draw Down Limit”) of the average daily trading volume for the 30 Trading Days immediately preceding the Draw Down Exercise Date. (b) Prior to commencement of the terms and conditions of this Agreement. Before the Company shall exercise a Draw DownDown Pricing Period, the Company shall have caused a sufficient number of shares of Common Stock deliver the Shares to be registered purchased in such Draw Down to cover the Purchaser. If Shares delivered to the Purchaser prior to commencement of the Draw Down Pricing Period are delivered in certificated form and not DWAC Eligible, then the Draw Down Pricing Period shall not begin until the Shares to be issued in connection with such Draw Downare cleared by an appointed clearing agent. (bc) Only one Draw Down shall be allowed in each Draw Down Pricing Period and any subsequent Period. (d) Each Draw Down shall be settled on the first Trading Day after the end of each Draw Down Pricing Period shall not commence until (the Trading Cushion has elapsed since “Settlement Date”). (e) At the end of the previous each Draw Down Pricing Period. The number of shares of Common Stock purchased , the Purchaser’s total Draw Down commitment under this Agreement shall be reduced by the Purchaser total Draw Down Amount for such Draw Down Pricing Period. (f) Each Draw Down will automatically expire immediately after the last Trading Day of each Draw Down Pricing Period. (g) Each Draw Down Notice shall set forth the Threshold Price set by the Company for such Draw Down. If the Daily Closing Price on a given Trading Day in the Draw Down Pricing Period, multiplied by 9/10, is less than the Threshold Price, then the total Draw Down Amount Requested will be reduced by 1/30th, and, unless otherwise agreed by the Parties, no Shares will be purchased or sold with respect to each Draw Down such Trading Day and the Daily Closing Price on such Trading Day shall be determined as set forth in Section 6.1(d) herein and settled on excluded from the second Trading Day immediately following the end calculation of the applicable Draw Down Pricing period (each such settlement period and each such settlement date shall be referred to as a "Settlement Period" and a "Settlement Date", respectively)Purchase Price. (ch) The quantity of Draw Down Shares as to each Draw Down shall be limited As a condition to the lesser of: exercise of any Draw Down, the Company must (i) 4.99% provide a notice to the Purchaser of the then-current shares outstanding or (ii) Company’s exercise of any Draw Down via email before commencement of trading on the previous 10-day average trading volume first Trading Day of the Draw Down Pricing Period covered by such notice (the “Draw Down Notice”), substantially in the form attached hereto as Exhibit E, and (ii) pursuant to Section 6.01(b), deliver the Shares multiplied to the Purchaser or its designees via DWAC, if the Company is approved for DWAC in an amount equal to the Draw Down Amount Requested (which amount shall be adjusted in the event that the amount accepted by 3the Purchaser pursuant to Section 6.01(a) hereof is different than the Draw Down Amount Requested). There The date the Company delivers the Draw Down Notice and the Shares in accordance with this Section 6.01(h) shall be a minimum “Draw Down Investment Amount (the "Investment Amount") of $25,000 and a maximum Exercise Date.” The Draw Down Investment Notice shall specify the Draw Down Amount Requested, set the Threshold Price for such Draw Down and designate the first Trading Day of $1,000,000 unless otherwise agreed upon by the Draw Down Pricing Period that the Company and wishes to grant to the Purchaser. For avoidance of doubt, the calculation provided for herein shall be done at the beginning of Purchaser during the Draw Down Pricing Period. (di) The issuance of Draw Down Shares of Common Stock to be issued on On each Settlement Date Date, the Purchaser shall subject to the following adjustments: (i) if during any Trading Day during the Draw Down Pricing Period trading of the Common Stock on the Trading Market is suspended for more than 3 hours, in the aggregate, or if any Trading Day during the Draw Down Pricing Period is shortened because of a public holiday, then such Trading Day shall be withdrawn from the Draw Down Pricing Period; and (e) The Company must inform the Purchaser as to the Investment Amount of the Draw Down provide the Company wishes to exercise by delivering a draw down notice, closing notice in the form of Exhibit B hereto F attached hereto; (ii) make payment for the "Draw Down Notice")Shares acquired pursuant to this Agreement to the Company’s designated account by wire transfer of immediately available funds, via facsimile transmission provided that the Shares were received by the Purchaser in accordance with Section 8.3. The 6.01(b) hereof; and (iii) return to the Company any Shares delivered to the Purchaser in connection with the applicable Draw Down Notice shall also inform the Purchaser of the first day of the Draw Down Pricing Period, which, unless otherwise agreed to in writing by the parties, shall be the first Trading Day following the date such Draw Down Notice is received (the "Commencement Date"). At no time shall the Purchaser be required to purchase more than the maximum Investment Amount for a given Draw Down Pricing Period. On or before any Trading Day that a Draw Down Notice is delivered, the Company shall have filed with the Commission a prospectus supplement pursuant to Rule 424 under the Securities Act setting forth Section 6.01(b) that have not been purchased by Purchaser pursuant to the terms of the Draw Down Notice. Draw Down Notices shall be made no less than 10 Business Days aparthereof, unless otherwise agreed upon by the Company and the Purchaser. (f) On the Trading Day immediately following the last day of the Settlement Period, the Company shall deliver, and the Purchaser shall acknowledge receipt of, a settlement statement (the "Settlement Statement") setting forth the number of Draw Down Shares issuable and the aggregate Purchase Price as to such Settlement Period. On the Settlement Date as to such Draw Down, the Draw Down Shares purchased pursuant to such Settlement Statement shall be delivered to the Depository Trust Company ("DTC") account of the Purchaser, or its designees, as designated by the Purchaser in the Settlement Statement, via DTC's Deposit Withdrawal Agent Commission system ("DWAC"). Upon the Company electronically delivering such Draw Down Shares to the DTC account of the Purchaser, or its designees, via DWAC by 1:00 p.m. ET, the Purchaser shall, on the same day (or the next Business Day if such day is not a Business Day) wire transfer immediately available funds to the Company's bank account, as designated by the Company in the Settlement Statement, for the amount of the aggregate Purchase Price of such Draw Down Shares. Upon the Company electronically delivering the Draw Down Shares to the Purchaser or its designee's DTC account via DWAC after 1:00 p.m. ET, the Purchaser shall wire transfer next day available funds to the Company's designated account on such day. At the sole election of the Purchaser, the Purchaser may elect to pay any broker fees disclosed in the schedules attached to this Agreement directly to the brokers pursuant to written instructions from any such broker. (g) The Company understands it being understood that a delay in the delivery of the Draw Down Shares to the Purchaser beyond the Settlement Date could result in economic loss to the Purchaser. In addition to the Purchaser's other available remedies, the Company shall pay to the Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of Draw Down Shares (based on the Closing Price of the Common Stock on the applicable Settlement Date) required to be delivered on the Settlement Date, $100 per Trading Day (increasing to $200 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Settlement Date until such Draw Down Shares are delivered pursuant to this Article VI. Nothing herein shall limit the Purchaser's right to pursue actual damages for the Company's failure to deliver certificates (via DWAC) representing any Securities as required by the Transaction Documents, including but not limited to the cost of any buy-in to the Purchaser, and the Purchaser shall have the right ability to pursue all remedies available sell any purchased Shares at any time following their deposit pursuant to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive reliefSection 6.01(b).

Draw Down Terms. Subject to the satisfaction of the conditions set forth in this Agreement, the parties agree as follows: (a) The Company may, in its sole discretion, issue and exercise a draw downs against the Commitment Amount down (each a "“Draw Down") during the Commitment Period”), which Draw Downs Down the Purchaser shall will be obligated to accept, subject to the terms and conditions of this Agreement. Before the The Company shall exercise a Draw Down, the Company shall have caused a sufficient number of shares of Common Stock to be registered to cover issue the Draw Down Shares to by giving the Purchaser a Draw Down Notice specifying the total Draw Down amount and the date of the Draw Down Notice. The Draw Down Pricing Period shall be issued the five (5) Trading Days specified in connection with such the Draw DownDown Notice immediately preceding the date of the Draw Down Notice. (b) Only one Draw Down shall be allowed in for each Draw Down Pricing Period and any subsequent Draw Down Pricing Period Period. The price per share paid by the Purchaser shall not commence until be based on the Average Daily Price on each separate Trading Cushion has elapsed since Day during the end of the previous Draw Down Pricing Period. The number of shares of Common Stock purchased by the Purchaser with respect to each Draw Down shall be determined as set forth in Section 6.1(d) herein and settled on the second Draw Down Closing Date, which shall be the next Trading Day immediately following the end of the applicable Draw Down Pricing period (each such settlement period and each such settlement date shall be referred to as a "Settlement Period" and a "Settlement Date", respectively)date. (c) The quantity of Company shall have the right to issue and exercise a Draw Down of up to $500,000 of the Company’s Common Stock per Draw Down, subject to the limitations set forth immediately below. The minimum Draw Down shall be $100,000 unless otherwise agreed by Xxxxxxxxx. (x) The number of Shares as of Common Stock to be issued in connection with each Draw Down shall be limited equal to the lesser of: (i) 4.99Draw Down amount divided by 97% of the then-current shares outstanding or (ii) the previous 10-day average trading volume Average Price of the Draw Down Shares multiplied by 3. There shall be a minimum Draw Down Investment Amount (the "Investment Amount") of $25,000 and a maximum Draw Down Investment Amount of $1,000,000 unless otherwise agreed upon by the Company and the Purchaser. For avoidance of doubt, the calculation provided Common Stock for herein shall be done at the beginning of the Draw Down Pricing Period. (d) The issuance of Draw Down Shares of Common Stock to be issued on each Settlement Date shall subject to the following adjustments: (i) if during any Trading Day during the Draw Down Pricing Period trading of the Common Stock on the Trading Market is suspended for more than 3 hours, in the aggregate, or if any Trading Day during the Draw Down Pricing Period is shortened because of a public holiday, then such Trading Day shall be withdrawn from the Draw Down Pricing Period; and (e) The Company must inform provide the Purchaser as to the Investment Amount of via facsimile transmission the Draw Down the Company wishes to exercise by delivering a draw down notice, in the form of Exhibit B hereto (the "Draw Down Notice"), via facsimile transmission in accordance with Section 8.3. The Draw Down Notice shall also inform the Purchaser of the first day of the Draw Down Pricing Period, which, unless otherwise agreed to in writing by the parties, shall be the first Trading Day following the date such Draw Down Notice is received (the "Commencement Date"). At no time shall the Purchaser be required to purchase more than the maximum Investment Amount Draw Down amount specified for a given Draw Down Pricing Period. On or before any Trading Day that a Draw Down Notice is delivered, the Company shall have filed with the Commission a prospectus supplement pursuant to Rule 424 under the Securities Act setting forth the terms of the Draw Down Notice. Draw Down Notices shall be made no less than 10 Business Days apart, unless otherwise agreed upon by the Company and the Purchaser. (f) On or before three Trading Days after each Draw Down Closing Date, the Trading Day immediately following Purchaser shall pay the last day specified Draw Down amount to the Company. Upon receipt of the Settlement PeriodDraw Down payment, the Company shall deliver, and deliver the Purchaser shall acknowledge receipt of, a settlement statement (the "Settlement Statement") setting forth the number of Draw Down Shares issuable and the aggregate Purchase Price as to such Settlement Period. On the Settlement Date as to such Draw Down, the Draw Down Shares purchased pursuant to such Settlement Statement shall be delivered to the Depository Trust Company ("DTC") account of the Purchaser, or its designees, as designated by the Purchaser in the Settlement Statement, via DTC's Deposit Withdrawal Agent Commission system ("DWAC"). Upon the Company electronically delivering such Draw Down Shares to the DTC account of the Purchaser, or its designees, via DWAC by 1:00 p.m. ET, the Purchaser shall, on the same day (or the next Business Day if such day is not a Business Day) wire transfer immediately available funds to the Company's bank account, as designated by the Company in the Settlement Statement, for the amount of the aggregate Purchase Price of such Draw Down Shares. Upon the Company electronically delivering the Draw Down Shares to the Purchaser or its designee's DTC account via DWAC after 1:00 p.m. ET, the Purchaser shall wire transfer next day available funds to the Company's designated account on such day. At the sole election of in accordance with any instructions from the Purchaser, the Purchaser may elect to pay any broker fees disclosed in the schedules attached to this Agreement directly to the brokers pursuant to written instructions from any such broker. (g) The Company understands that a delay in the delivery of the Draw Down Shares to the Purchaser beyond the Settlement Date could result in economic loss to the Purchaser. In addition to the Purchaser's other available remedies, the Company shall pay to the Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of Draw Down Shares (based on the Closing Price of the Common Stock on the applicable Settlement Date) required to be delivered on the Settlement Date, $100 per Trading Day (increasing to $200 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Settlement Date until such Draw Down Shares are delivered pursuant to this Article VI. Nothing herein shall limit the Purchaser's right to pursue actual damages for the Company's failure to deliver certificates (via DWAC) representing any Securities as required by the Transaction Documents, including but not limited to the cost of any buy-in to the Purchaser, and the Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief.

Draw Down Terms. Subject to the satisfaction of the conditions set forth in this Agreement, the parties agree as follows: (a) The Company Company, may, in its sole discretion, issue and exercise a draw downs against the Commitment Amount down (each a "Draw Down") during the Commitment each Draw Down Pricing Period, which Draw Downs Down the Purchaser shall will be obligated to accept, subject to accept for a period of 24 months commencing immediately after the terms and conditions of this Agreement. Before the Company shall exercise a Draw Down, the Company shall have caused a sufficient number of shares of Common Stock to be registered to cover the Draw Down Shares to be issued in connection with such Draw DownEffective Date. (b) Only one Draw Down shall be allowed in each Draw Down Pricing Period and any subsequent Period. There shall be at least seven (7) Trading Days between Draw Down Pricing Period shall not commence until the Trading Cushion has elapsed since the end of the previous Draw Down Pricing PeriodPeriods. The number of shares of Common Stock purchased by the Purchaser with respect to each Draw Down shall be determined as set forth in Section 6.1(d) herein and settled on on, (i) as to the second 1st through the 11th Trading Day immediately following the end of the applicable Days after a Draw Down Pricing period Period commences (each such settlement period and each such settlement date shall be referred to as a the "First Settlement Period" "), on the 13th Trading Day after a Draw Down Pricing Period commences and (ii) as to the 12th through the 22nd Trading Days after a Draw Down Pricing Period commences (the "Second Settlement Period"), the 24th Trading Day after a Draw Down Pricing Period. (each, a "Settlement Date" and the First and Second Settlement Periods collectively referred to as "Settlement Periods"). In connection with each Draw Down Pricing Period, respectively)the Company may set the Threshold Price. If the Average Daily Price on any day within the Draw Down Pricing Period is less than the Threshold Price, the Company shall not sell and the Purchaser shall not be obligated to purchase the Shares otherwise to be purchased for such day. (c) The quantity of minimum Investment Amount shall be $100,000 and the maximum Investment Amount shall be $5,000,000; provided, however, the maximum Investment Amount during any Draw Down Shares as to each Draw Down Pricing Period shall be limited pursuant to the lesser offollowing formula: (i) 4.994.5% of the then-current shares outstanding or weighted average price for the Common Stock for the three (ii3) month period immediately prior to the previous 10-day average Commencement Date (defined below) multiplied by the total trading volume in respect of the Draw Down Shares multiplied by Common Stock for the three (3. There shall be a minimum Draw Down Investment Amount () month period immediately prior to the "Investment Amount") of $25,000 and a maximum Draw Down Investment Amount of $1,000,000 unless otherwise agreed upon by the Company and the Purchaser. For avoidance of doubt, the calculation provided for herein shall be done at the beginning of the Draw Down Pricing PeriodCommencement Date. (d) The issuance number of Draw Down Shares of Common Stock to be issued on each Settlement Date shall be a number of shares equal to the sum of the quotients (for each trading day within the Settlement Period) of (x) 1/22nd of the Investment Amount and (y) the Purchase Price on each Trading Day within the Settlement Period, subject to the following adjustments: (i) if during any the Average Daily Price on a given Trading Day during is less than the Draw Down Pricing Period Threshold price, then the Investment Amount will be reduced by 1/22nd and that day shall be withdrawn from the Settlement Period; and (ii) trading of the Common Stock on the Trading Principal Market is suspended for more than 3 three (3) hours, in the aggregate, or if on any Trading Day during the Draw Down Pricing Period is shortened because of a public holidaySettlement Period, then such Trading Day the Investment Amount shall be reduced by 1/22nd and that day shall be withdrawn from the Draw Down Pricing applicable Settlement Period; and. (e) The Company must inform the Purchaser as to the Investment Amount of the Draw Down the Company wishes to exercise by delivering a draw down notice, in the form of Exhibit B D hereto (the "Draw Down Notice"), via facsimile transmission in accordance with Section 8.3. The 9.4 as to the amount of the Draw Down Notice shall also inform (the Purchaser of "Investment Amount") the Company wishes to exercise before the first day of the Draw Down Pricing Period, which, unless otherwise agreed to in writing by the parties, shall be the first Trading Day following the date such Draw Down Notice is received Period (the "Commencement Date"). If the Commencement Date is to be the date of the Draw Down Notice, the Draw Down Notice must be delivered to and receipt confirmed by the Purchaser at least one hour before trading commences on such date. At no time shall the Purchaser be required to purchase more than the maximum Investment Amount Draw Down amount for a given Draw Down Pricing Period. On or before any Trading Day Period so that a if the Company chooses not to exercise the maximum permitted Draw Down Notice is delivered, the Company shall have filed with the Commission in a prospectus supplement pursuant to Rule 424 under the Securities Act setting forth the terms of the given Draw Down Notice. Pricing Period the Purchaser is not obligated to and shall not purchase more than the scheduled maximum amount in a subsequent Draw Down Notices shall be made no less than 10 Business Days apart, unless otherwise agreed upon by the Company and the PurchaserPricing Period. (f) On the Trading Day immediately following the last day of the or before each Settlement PeriodDate, the Company shall deliver, and Shares purchased by the Purchaser shall acknowledge receipt of, a settlement statement (the "Settlement Statement") setting forth the number of Draw Down Shares issuable and the aggregate Purchase Price as to such Settlement Period. On the Settlement Date as to such Draw Down, the Draw Down Shares purchased pursuant to such Settlement Statement shall be delivered to the The Depository Trust Company ("DTC") account of on the Purchaser, or its designees, as designated by the Purchaser in the Settlement Statement, via DTC's Deposit Withdrawal Agent Commission system ("DWAC")behalf. Upon the Company electronically delivering such Draw Down Shares whole shares of Common Stock to the DTC account of the Purchaser, Purchaser or its designees, designees via DWAC by 1:00 p.m. ETpm EST, the Purchaser shall, on the same day (or the next Business Day if such day is not a Business Day) shall wire transfer immediately available funds to the Company's bank account, as designated by the Company in the Settlement Statement, for the amount of the aggregate Purchase Price of account on such Draw Down Sharesday. Upon the Company electronically delivering the Draw Down Shares whole shares of Common Stock to the Purchaser or its designee's DTC account designees via DWAC after 1:00 p.m. ETpm EST, the Purchaser shall wire transfer next day available funds to the Company's designated account on such day. At In the sole election of event the PurchaserPurchaser elects to use the Escrow Agent, the Shares shall be credited by the Company to the DTC account designated by the Purchaser may elect upon receipt by the Escrow Agent of payment for the Draw Down into the Escrow Agent's trust account as provided in the Escrow Agreement. The Escrow Agent shall be directed to pay the purchase price to the Company, net of One Thousand Five Hundred Dollars ($1,500) as escrow expenses to the Escrow Agent and any broker brokerage or placement agent fees disclosed as set forth in the schedules attached to this Agreement directly to the brokers pursuant to written instructions from any such broker. (g) Escrow Agreement. The Company understands that a delay in the delivery of the Draw Down Shares to the Purchaser beyond the Settlement Date could result in economic loss to the Purchaser. In addition to into the Purchaser's other available remedies, the Company DTC account in exchange for payment therefor shall pay be referred to the Purchaser, in cash, herein as partial liquidated damages and not as a penalty, for each $1,000 of Draw Down Shares (based on the Closing Price of the Common Stock on the applicable Settlement Date) required to be delivered on the Settlement Date, $100 per Trading Day (increasing to $200 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Settlement Date until such Draw Down Shares are delivered pursuant to this "Settlement". Article VI. Nothing herein shall limit the Purchaser's right to pursue actual damages for the Company's failure to deliver certificates (via DWAC) representing any Securities as required by the Transaction Documents, including but not limited to the cost of any buy-in to the Purchaser, and the Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief.VII

Draw Down Terms. Subject to the satisfaction of the conditions set forth in this Agreement, the parties agree as follows: (a) The Company may, in its sole discretion, issue and exercise a draw downs against the Commitment Amount down (each a "“Draw Down") during the Commitment Period”), which Draw Downs Down the Purchaser shall will be obligated to accept, subject to the terms and conditions of this Agreement. Before the The Company shall exercise a Draw Down, the Company shall have caused a sufficient number of shares of Common Stock to be registered to cover issue the Draw Down Shares to by giving the Purchaser a Draw Down Notice specifying the total Draw Down amount and the date of the Draw Down Notice. The Draw Down Pricing Period shall be issued the five (5) Trading Days specified in connection with such the Draw DownDown Notice immediately preceding the date of the Draw Down Notice. (b) Only one Draw Down shall be allowed in for each Draw Down Pricing Period and any subsequent Draw Down Pricing Period Period. The price per share paid by the Purchaser shall not commence until be based on the Average Daily Price on each separate Trading Cushion has elapsed since Day during the end of the previous Draw Down Pricing Period. The number of shares of Common Stock purchased by the Purchaser with respect to each Draw Down shall be determined as set forth in Section 6.1(d) herein and settled on the second Draw Down Closing Date, which shall be the next Trading Day immediately following the end of the applicable Draw Down Pricing period (each such settlement period and each such settlement date shall be referred to as a "Settlement Period" and a "Settlement Date", respectively)date. (c) The quantity of Company shall have the right to issue and exercise a Draw Down of up to $500,000 of the Company’s Common Stock per Draw Down, subject to the limitations set forth immediately below. The minimum Draw Down shall be $150,000 unless otherwise agreed by Purchaser. (d) The number of Shares as of Common Stock to be issued in connection with each Draw Down shall be limited equal to the lesser of: (i) 4.99Draw Down amount divided by 97% of the then-current shares outstanding or (ii) the previous 10-day average trading volume Average Price of the Draw Down Shares multiplied by 3. There shall be a minimum Draw Down Investment Amount (the "Investment Amount") of $25,000 and a maximum Draw Down Investment Amount of $1,000,000 unless otherwise agreed upon by the Company and the Purchaser. For avoidance of doubt, the calculation provided Common Stock for herein shall be done at the beginning of the Draw Down Pricing Period. (d) The issuance of Draw Down Shares of Common Stock to be issued on each Settlement Date shall subject to the following adjustments: (i) if during any Trading Day during the Draw Down Pricing Period trading of the Common Stock on the Trading Market is suspended for more than 3 hours, in the aggregate, or if any Trading Day during the Draw Down Pricing Period is shortened because of a public holiday, then such Trading Day shall be withdrawn from the Draw Down Pricing Period; and (e) The Company must inform provide the Purchaser as to the Investment Amount of via facsimile transmission the Draw Down the Company wishes to exercise by delivering a draw down notice, in the form of Exhibit B hereto (the "Draw Down Notice"), via facsimile transmission in accordance with Section 8.3. The Draw Down Notice shall also inform the Purchaser of the first day of the Draw Down Pricing Period, which, unless otherwise agreed to in writing by the parties, shall be the first Trading Day following the date such Draw Down Notice is received (the "Commencement Date"). At no time shall the Purchaser be required to purchase more than the maximum Investment Amount Draw Down amount specified for a given Draw Down Pricing Period. On or before any Trading Day that a Draw Down Notice is delivered, the Company shall have filed with the Commission a prospectus supplement pursuant to Rule 424 under the Securities Act setting forth the terms of the Draw Down Notice. Draw Down Notices shall be made no less than 10 Business Days apart, unless otherwise agreed upon by the Company and the Purchaser. (f) On or before three Trading Days after each Draw Down Closing Date, the Trading Day immediately following Purchaser shall pay the last day specified Draw Down amount to the Company. Upon receipt of the Settlement PeriodDraw Down payment, the Company shall deliver, and deliver the Purchaser shall acknowledge receipt of, a settlement statement (the "Settlement Statement") setting forth the number of Draw Down Shares issuable and the aggregate Purchase Price as to such Settlement Period. On the Settlement Date as to such Draw Down, the Draw Down Shares purchased pursuant to such Settlement Statement shall be delivered to the Depository Trust Company ("DTC") account of the Purchaser, or its designees, as designated by the Purchaser in the Settlement Statement, via DTC's Deposit Withdrawal Agent Commission system ("DWAC"). Upon the Company electronically delivering such Draw Down Shares to the DTC account of the Purchaser, or its designees, via DWAC by 1:00 p.m. ET, the Purchaser shall, on the same day (or the next Business Day if such day is not a Business Day) wire transfer immediately available funds to the Company's bank account, as designated by the Company in the Settlement Statement, for the amount of the aggregate Purchase Price of such Draw Down Shares. Upon the Company electronically delivering the Draw Down Shares to the Purchaser or its designee's DTC account via DWAC after 1:00 p.m. ET, the Purchaser shall wire transfer next day available funds to the Company's designated account on such day. At the sole election of in accordance with any instructions from the Purchaser, the Purchaser may elect to pay any broker fees disclosed in the schedules attached to this Agreement directly to the brokers pursuant to written instructions from any such broker. (g) The Company understands that a delay in the delivery of the Draw Down Shares to the Purchaser beyond the Settlement Date could result in economic loss to the Purchaser. In addition to the Purchaser's other available remedies, the Company shall pay to the Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of Draw Down Shares (based on the Closing Price of the Common Stock on the applicable Settlement Date) required to be delivered on the Settlement Date, $100 per Trading Day (increasing to $200 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Settlement Date until such Draw Down Shares are delivered pursuant to this Article VI. Nothing herein shall limit the Purchaser's right to pursue actual damages for the Company's failure to deliver certificates (via DWAC) representing any Securities as required by the Transaction Documents, including but not limited to the cost of any buy-in to the Purchaser, and the Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief.

Draw Down Terms. Subject to the satisfaction of the conditions set forth in this AgreementSection 3 hereof, the parties agree as follows: (a) The Company During the Exercise Period (as hereinafter defined), Xybernaut, may, in its sole discretion, issue and exercise draw downs against the Commitment Amount (each a "Draw Down") during the Commitment PeriodDowns, which Draw Downs the Purchaser shall Buyer will be obligated to accept. The initial Draw Down may not be initiated before Thursday, subject to October 8, 1998. The next Draw Down shall only occur after the terms and conditions end of this Agreement. Before the Company shall exercise a Draw Down, the Company shall have caused a sufficient number of shares of Common Stock to be registered to cover the Draw Down Shares to be issued in connection with such Pricing Period for the initial Draw Down and successive Draw Downs may only occur after the end of the Draw Down Pricing Period for the immediately preceding Draw Down. (b) Only one Draw Down shall be allowed in each Draw Down Pricing Period and any subsequent Draw Down Pricing Period shall not commence until the Trading Cushion has elapsed since the end of the previous Draw Down Pricing Period. The number Settlement (as such is hereinafter defined) of shares of Common Stock purchased by the Purchaser with respect to each Draw Down shall be determined as set forth in Section 6.1(d) herein and settled occur on the second Trading Day immediately first trading day following the end of the applicable Draw Down Pricing period (each such settlement period and each such settlement date shall be referred to as a "Settlement Period" and a "Settlement Date", respectively) (c) The quantity of Draw Down Shares as to each Draw Down shall be limited to the lesser of: (i) 4.99% of the then-current shares outstanding or (ii) the previous 10-day average trading volume of the Draw Down Shares multiplied by 3. There shall be a minimum Draw Down Investment Amount Period (the "Investment Amount") of $25,000 and a maximum Draw Down Investment Amount of $1,000,000 unless otherwise agreed upon by Exercise Date"), based on the Company and the Purchaser. For avoidance of doubt, the calculation provided for herein shall be done at the beginning of Average Daily Price during the Draw Down Pricing Period. (c) Subject to all restrictions being satisfied, the exercise of each Draw Down will be automatic without any additional action being required. The exercise of each Draw Down will be "European Style" ( i.e. the Draw Down can be exercised only on the Draw Down Exercise Date). (d) The issuance of Each Draw Down Shares will expire on the calendar day immediately following the Draw Down Exercise Date. (e) Xybernaut must inform Buyer via facsimile transmission as to the amount of the Draw Down Xybernaut wishes to exercise before trading in the Common Stock to be issued on each Settlement Date shall subject to the following adjustments: (i) if during any Trading Day during first day of the Draw Down Pricing Period trading of the Common Stock on the Trading Market is suspended for more than 3 hours, in the aggregate, or if any Trading Day during the Draw Down Pricing Period is shortened because of a public holiday, then such Trading Day shall be withdrawn from the Draw Down Pricing Period; and (e) The Company must inform the Purchaser as to the Investment Amount of the Draw Down the Company wishes to exercise by delivering a draw down notice, in the form of Exhibit B hereto (the "Draw Down Notice"), via facsimile transmission in accordance with Section 8.3. The closing bid price of the Common Stock on each Draw Down Notice shall also inform the Purchaser of the first day of the Draw Down Pricing Period, which, unless otherwise agreed to in writing Exercise Date must be greater than $3.00 per share as reported by the parties, shall be the first Trading Day following the date such Draw Down Notice is received (the "Commencement Date")relevant market or exchange. At no time shall the Purchaser Buyer be required to purchase more shares of Common Stock than the maximum Investment Amount for a given Draw Down Pricing Period. On or before any Trading Day that a Draw Down Notice is delivered, the Company shall have filed with the Commission a prospectus supplement pursuant to Rule 424 under the Securities Act setting amount set forth the terms of in the Draw Down Notice. Draw Down Notices shall be made no less than 10 Business Days apart, unless otherwise agreed upon by the Company and the Purchaser. (f) On the Trading Day immediately following the last day of the Settlement PeriodFor purposes hereof, the Company shall deliver, and the Purchaser shall acknowledge receipt of, a settlement statement (the term "Settlement Statement") setting forth the number of Draw Down Shares issuable and the aggregate Purchase Price as to such Settlement Period. On the Settlement Date as to such Draw Down, the Draw Down Shares purchased pursuant to such Settlement Statement " shall be delivered to the Depository Trust Company ("DTC") account mean Xybernaut's exercise of the Purchaser, or its designees, as designated by the Purchaser in the Settlement Statement, via DTC's Deposit Withdrawal Agent Commission system ("DWAC"). Upon the Company electronically delivering such Draw Down Shares to the DTC account of the Purchaser, or its designees, via DWAC by 1:00 p.m. ET, the Purchaser shall, on the same day (or the next Business Day if such day is not a Business Day) wire transfer immediately available funds to the Company's bank account, as designated by the Company in the Settlement Statement, for the amount of the aggregate Purchase Price of such Draw Down Shares. Upon the Company electronically delivering the Draw Down Shares to the Purchaser or its designee's DTC account via DWAC after 1:00 p.m. ET, the Purchaser shall wire transfer next day available funds to the Company's designated account on such day. At the sole election of the Purchaser, the Purchaser may elect to pay any broker fees disclosed in the schedules attached to this Agreement directly to the brokers pursuant to written instructions from any such broker. (g) The Company understands that a delay in the delivery of the Draw Down Shares to the Purchaser beyond the Settlement Date could result in economic loss to the Purchaser. In addition to the Purchaser's other available remedies, the Company shall pay to the Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of Draw Down Shares (based on the Closing Price of the Common Stock on the applicable Settlement Date) required to be delivered on the Settlement Date, $100 per Trading Day (increasing to $200 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Settlement Date until such Draw Down Shares are delivered pursuant to this Article VI. Nothing herein shall limit the Purchaser's right to pursue actual damages for the Company's failure to deliver certificates (via DWAC) representing any Securities as required by the Transaction Documents, including but not limited to the cost of any buy-in to the Purchaser, and the Purchaser shall have the right to pursue all remedies available commence a Draw Down Pricing Period with respect to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive reliefBuyer's commitment to purchase Common Stock pursuant to Section 2(a) hereof.

Draw Down Terms. Subject to the satisfaction of the conditions set forth in this Agreement, and subject to Section 6.02 below, the parties Parties agree (unless otherwise mutually agreed upon by the Parties in writing) as follows: (a) The Company may, in its sole discretion, issue and exercise draw downs against the Commitment a Draw Down Notice (as defined in Section 6.01(h) hereof) for a specified Draw Down Amount (each a "Draw Down"Requested. Subject to Section 6.01(g) during the Commitment Periodbelow, which Draw Downs the Purchaser shall be obligated pay a per-Share amount equal to accept90% of the average Daily Closing Price during the Draw Down Pricing Period (the “Purchase Price”). Subject to Section 4.06 hereof, subject the Draw Down Amount Requested shall not exceed four hundred percent (400%) (the “Draw Down Limit”) of the average daily trading volume for the 30 Trading Days immediately preceding the Draw Down Exercise Date or as otherwise agreed to in writing between the terms and conditions Parties. (b) Prior to commencement of this Agreement. Before the Company shall exercise a Draw DownDown Pricing Period, the Company shall have caused a sufficient number of shares of Common Stock deliver the Shares to be registered purchased in such Draw Down to cover the Purchaser. If Shares delivered to the Purchaser prior to commencement of the Draw Down Pricing Period are delivered in certificated form and not DWAC Eligible, then the Draw Down Pricing Period shall not begin until the Shares to be issued in connection with such Draw Downare cleared by an appointed clearing agent. (bc) Only one Draw Down shall be allowed in each Draw Down Pricing Period and any subsequent Period. (d) Each Draw Down shall be settled on the first Trading Day after the end of each Draw Down Pricing Period shall not commence until (the Trading Cushion has elapsed since “Settlement Date”). (e) At the end of the previous each Draw Down Pricing Period. The number of shares of Common Stock purchased , the Purchaser’s total Draw Down commitment under this Agreement shall be reduced by the Purchaser with respect to each total Draw Down shall be determined as set forth in Section 6.1(d) herein and settled on the second Trading Day immediately following the end of the applicable Draw Down Pricing period (each Amount for such settlement period and each such settlement date shall be referred to as a "Settlement Period" and a "Settlement Date", respectively) (c) The quantity of Draw Down Shares as to each Draw Down shall be limited to the lesser of: (i) 4.99% of the then-current shares outstanding or (ii) the previous 10-day average trading volume of the Draw Down Shares multiplied by 3. There shall be a minimum Draw Down Investment Amount (the "Investment Amount") of $25,000 and a maximum Draw Down Investment Amount of $1,000,000 unless otherwise agreed upon by the Company and the Purchaser. For avoidance of doubt, the calculation provided for herein shall be done at the beginning of the Draw Down Pricing Period. (df) The issuance of Each Draw Down Shares of Common Stock to be issued on each Settlement Date shall subject to will automatically expire immediately after the following adjustments: (i) if during any last Trading Day during the Draw Down Pricing Period trading of the Common Stock on the Trading Market is suspended for more than 3 hours, in the aggregate, or if any Trading Day during the Draw Down Pricing Period is shortened because of a public holiday, then such Trading Day shall be withdrawn from the each Draw Down Pricing Period; and. (eg) The Company must inform the Purchaser as to the Investment Amount of the Draw Down the Company wishes to exercise by delivering a draw down notice, in the form of Exhibit B hereto (the "Draw Down Notice"), via facsimile transmission in accordance with Section 8.3. The Each Draw Down Notice shall also inform set forth the Purchaser of Threshold Price set by the first day of Company for such Draw Down. If the Daily Closing Price on a given Trading Day in the Draw Down Pricing Period, whichmultiplied by 9/10, is less than the Threshold Price, then the total Draw Down Amount Requested will be reduced by 1/30th, and, unless otherwise agreed to in writing by the partiesParties, no Shares will be purchased or sold with respect to such Trading Day and the Daily Closing Price on such Trading Day shall be excluded from the calculation of the Purchase Price. (h) As a condition to the exercise of any Draw Down, the Company must (i) provide a notice to the Purchaser of the Company’s exercise of any Draw Down via email before commencement of trading on the first Trading Day following the date such Draw Down Notice is received (the "Commencement Date"). At no time shall the Purchaser be required to purchase more than the maximum Investment Amount for a given Draw Down Pricing Period. On or before any Trading Day that a Draw Down Notice is delivered, the Company shall have filed with the Commission a prospectus supplement pursuant to Rule 424 under the Securities Act setting forth the terms of the Draw Down Notice. Pricing Period covered by such notice (the “Draw Down Notices shall be made no less than 10 Business Days apartNotice”), unless otherwise agreed upon by substantially in the Company and the Purchaser. (f) On the Trading Day immediately following the last day of the Settlement Period, the Company shall deliverform attached hereto as Exhibit E, and the Purchaser shall acknowledge receipt of, a settlement statement (the "Settlement Statement"ii) setting forth the number of Draw Down Shares issuable and the aggregate Purchase Price as to such Settlement Period. On the Settlement Date as to such Draw Down, the Draw Down Shares purchased pursuant to such Settlement Statement shall be delivered to Section 6.01(b), deliver the Depository Trust Company ("DTC") account of the Purchaser, or its designees, as designated by the Purchaser in the Settlement Statement, via DTC's Deposit Withdrawal Agent Commission system ("DWAC"). Upon the Company electronically delivering such Draw Down Shares to the DTC account of the Purchaser, or its designees, via DWAC by 1:00 p.m. ET, the Purchaser shall, on the same day (or the next Business Day if such day is not a Business Day) wire transfer immediately available funds to the Company's bank account, as designated by the Company in the Settlement Statement, for the amount of the aggregate Purchase Price of such Draw Down Shares. Upon the Company electronically delivering the Draw Down Shares to the Purchaser or its designee's DTC account designees via DWAC, if the Company is approved for DWAC after 1:00 p.m. ET, in an amount equal to the Draw Down Amount Requested (which amount shall be adjusted in the event that the amount accepted by the Purchaser shall wire transfer next day available funds to the Company's designated account on such day. At the sole election of the Purchaser, the Purchaser may elect to pay any broker fees disclosed in the schedules attached to this Agreement directly to the brokers pursuant to written instructions from any Section 6.01(a) hereof is different than the Draw Down Amount Requested). The date the Company delivers the Draw Down Notice and the Shares in accordance with this Section 6.01(h) shall be a “Draw Down Exercise Date.” The Draw Down Notice shall specify the Draw Down Amount Requested, set the Threshold Price for such broker. (g) The Company understands that a delay in Draw Down and designate the delivery first Trading Day of the Draw Down Shares Pricing Period that the Company wishes to grant to the Purchaser beyond during the Settlement Date could result in economic loss to the Purchaser. In addition to the Purchaser's other available remedies, the Company shall pay to the Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of Draw Down Shares (based on the Closing Price of the Common Stock on the applicable Settlement Date) required to be delivered on the Settlement Date, $100 per Trading Day (increasing to $200 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Settlement Date until such Draw Down Shares are delivered pursuant to this Article VI. Nothing herein shall limit the Purchaser's right to pursue actual damages for the Company's failure to deliver certificates (via DWAC) representing any Securities as required by the Transaction Documents, including but not limited to the cost of any buy-in to the Purchaser, and the Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive reliefPricing Period.

Draw Down Terms. Subject to the satisfaction of the conditions set forth in this Agreement, the parties agree as follows: (a) The Company, may, in its sole discretion, issue a Draw Down Notice with respect to a Draw Down during each Draw Down Pricing Period of up to (i) $1,000,000 if the Threshold Price is equal to or greater than $3.00 and less than $4.00, and (ii) an additional $250,000 for every $1.00 increase in the Threshold Price above $3.00 up to a maximum Draw Down Amount of $6,000,000; provided, however, that the Company may, in its sole discretion, issue a Draw Down Notice with respect to any Draw Down Amount at any Threshold Price or any Draw Down Discount Percentage pursuant to terms mutually agreed upon by the Purchaser and exercise draw downs against the Commitment Amount (each a "Draw Down") during the Commitment PeriodCompany, which Draw Downs Down the Purchaser shall will be obligated to accept, subject . Prior to the terms and conditions of this Agreement. Before the Company shall exercise a issuing any Draw DownDown Notice, the Company shall have caused Shares registered under the Registration Statement which are valued in a sufficient number dollar amount equal to or in excess of shares of Common Stock to be registered to cover the Draw Down Amount. (b) The number of Shares to be issued in connection with each Draw Down shall be equal to the sum of the quotients (for each Trading Day of the Draw Down Pricing Period for which the VWAP equals or exceeds the Threshold Price) of (x) 1/20th (or such other fraction the denominator of which equals the number of Trading Days during the Draw DownDown Pricing Period) of the Draw Down Amount divided by (y) the applicable Draw Down Discount Percentage multiplied by the VWAP of the Common Stock for such Trading Day. (bc) Only one Draw Down shall be allowed in each Draw Down Pricing Period and any subsequent Draw Down Pricing Period shall not commence until the Trading Cushion has elapsed since the end of the previous Draw Down Pricing Period. . (d) The number of shares of Common Stock Shares purchased by the Purchaser with respect to each Draw Down shall be determined as set forth in Section 6.1(d) herein on a daily basis during each Draw Down Pricing Period and settled on the second Trading Day immediately following the end of the applicable each Draw Down Pricing period Period (each such settlement period and each such settlement date shall be referred to as a "Settlement Period" and a the "Settlement Date", respectively). (ce) The quantity of Draw Down Shares as to each Draw Down shall be limited to the lesser of: (i) 4.99% of the then-current shares outstanding or (ii) the previous 10-day average trading volume of the Draw Down Shares multiplied by 3. There shall be a minimum of five (5) Trading Days between Draw Downs, unless otherwise mutually agreed upon between the Purchaser and the Company. (f) There shall be a maximum of twenty (20) monthly Draw Downs during the term of this Agreement. (g) Each Draw Down Investment Amount (will expire on the "Investment Amount") end of $25,000 and a maximum the last Trading Day of each Draw Down Investment Amount Pricing Period. (h) If the VWAP on a given Trading Day is less than the Threshold Price, then the total amount of the Draw Down for the relevant Draw Down Pricing Period will be reduced by 1/20th (or such other fraction the denominator of which equals the number of Trading Days during the Draw Down Pricing Period and such Trading Day shall not be considered in determining the number of Shares to be issued pursuant to clause (b) above). At no time shall the Threshold Price be set below $1,000,000 3.00, unless otherwise mutually agreed upon by the Company and the Purchaser. For avoidance of doubtIf trading in the Common Stock is suspended for any reason for more than three (3) hours in any Trading Day, at the Purchaser's option, the calculation provided for herein price of the Common Stock shall be done at deemed to be below the beginning Threshold Price for that Trading Day and the Draw Down for the relevant Draw Down Pricing Period shall be reduced by 1/20th (or such other fraction the denominator of which equals the number of Trading Days during the Draw Down Pricing Period. (d) The issuance of Draw Down Shares of Common Stock to be issued on each Settlement Date shall subject ). Notwithstanding anything in the foregoing to the following adjustments: (i) if during any contrary, for each Trading Day during the Draw Down Pricing Period trading that the VWAP is less than the Threshold Price or is deemed to be below the Threshold Price pursuant to the immediately preceding sentence, the Purchaser may elect in its sole discretion to purchase Shares at a price equal to the Threshold Price multiplied by the Draw Down Discount Percentage at the end of such Draw Down Pricing Period. The Purchaser will inform the Common Stock Company via facsimile transmission no later than 8:00 p.m. (eastern time) on the Trading Market is suspended for more than 3 hours, in the aggregate, or if any last Trading Day during the of such Draw Down Pricing Period is shortened because as to the number of a public holidayShares, then if any, the Purchaser chooses to purchase under such Trading Day shall be withdrawn from the Draw Down Pricing Period; andcircumstances set forth in this Section 6.1(h). (ei) The Company must inform the Purchaser as to via facsimile transmission before 9:30 a.m. (eastern time) on the Investment Amount first Trading Day of the Draw Down the Company wishes to exercise by delivering a draw down notice, Pricing Period in substantially in the form of attached hereto as Exhibit B hereto D (the "Draw Down Notice")) of the Draw Down Amount the Company wishes to exercise. In addition to the Draw Down Amount, via facsimile transmission in accordance the Company shall set the Threshold Price with Section 8.3. The each Draw Down Notice and shall also inform designate the Purchaser first Trading Day of the Draw Down Pricing Period. Notwithstanding anything in the foregoing to the contrary, if the Company wishes the Draw Down Exercise Date to be the first day of the Draw Down Pricing Period, which, unless otherwise agreed the Draw Down Notice must be delivered to in writing by the parties, shall be the first Trading Day following the date Purchaser and receipt of such Draw Down Notice is received (the "Commencement Date"). At no time shall confirmed by the Purchaser be required prior to purchase more than 9:30 a.m. (eastern time) on the maximum Investment Amount for a given date of such Draw Down Pricing Period. Exercise Date. (j) On or before any Trading Day that a Draw Down Notice is deliveredeach Settlement Date, the Company shall have filed with deliver the Commission a prospectus supplement pursuant to Rule 424 under the Securities Act setting forth the terms of the Draw Down Notice. Draw Down Notices shall be made no less than 10 Business Days apart, unless otherwise agreed upon Shares purchased by the Company and the Purchaser. (f) On the Trading Day immediately following the last day of the Settlement Period, the Company shall deliver, and Purchaser to the Purchaser shall acknowledge receipt of, a settlement statement (the "Settlement Statement") setting forth the number of Draw Down Shares issuable and the aggregate Purchase Price as or to such Settlement Period. On the Settlement Date as to such Draw Down, the Draw Down Shares purchased pursuant to such Settlement Statement shall be delivered to the Depository The Depositary Trust Company ("DTC") account of on the Purchaser, or its designees, as designated by 's behalf via the Purchaser in the Settlement Statement, via DTC's Deposit Withdrawal Agent Commission system ("DWAC"). Upon , and upon receipt of the Shares, the Purchaser shall cause payment therefor to be made to the account designated by the Company electronically delivering by wire transfer of immediately available funds provided that the Shares are received no later than 1:00 p.m., eastern time, or next day available funds if the Shares are received thereafter. (k) If during any Draw Down Pricing Period the Company shall enter into an Other Financing (other than shares of Common Stock issued under this Agreement or pursuant to a Permitted Transaction), the Purchaser may in its sole discretion (i) purchase the Draw Down Amount of shares of Common Stock and/or exercise Call Options granted during such Draw Down Pricing Period on the terms at which the Company issued shares of Common Stock in the Other Financing during such Draw Down Pricing Period, net of any third party's discount and fees, (ii) purchase the Draw Down Amount of shares of Common Stock and/or exercise Call Options granted during such Draw Down Pricing Period at the applicable Draw Down Discount Percentage times the VWAP for such Draw Down Pricing Period, or (iii) elect not to purchase any Shares during such Draw Down Pricing Period. The Purchaser shall notify the Company of its election on the Trading Day preceding the Settlement Date. (l) If on the Settlement Date, the Company fails to deliver the Shares to be purchased by the DTC account Purchaser, and such failure continues for ten (10) Trading Days, the Company shall pay, in cash or restricted shares of Common Stock, at the option of the Purchaser, or its designees, via DWAC by 1:00 p.m. ET, the Purchaser shall, on the same day (or the next Business Day if such day is not a Business Day) wire transfer immediately available funds to the Company's bank account, as designated by the Company in the Settlement Statement, for the amount of the aggregate Purchase Price of such Draw Down Shares. Upon the Company electronically delivering the Draw Down Shares to the Purchaser or its designee's DTC account via DWAC after 1:00 p.m. ET, the Purchaser shall wire transfer next day available funds to the Company's designated account on such day. At the sole election of the Purchaser, the Purchaser may elect to pay any broker fees disclosed in the schedules attached to this Agreement directly to the brokers pursuant to written instructions from any such broker. (g) The Company understands that a delay in the delivery of the Draw Down Shares to the Purchaser beyond the Settlement Date could result in economic loss to the Purchaser. In addition to the Purchaser's other available remedies, the Company shall pay to the Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $1,000 penalty to the Purchaser an amount equal to two percent (2%) of the Draw Down Shares Amount for the initial thirty (based 30) days and each additional thirty (30) day period thereafter until such failure has been cured, which shall be pro rated for such periods less than thirty (30) days (the "Periodic Amount"). Cash payments to be made pursuant to this clause (1) shall be due and payable immediately upon demand in immediately available cash funds. Certificates evidencing the restricted shares of Common Stock shall be delivered immediately upon demand. The parties agree that the Periodic Amount represents a reasonable estimate on the Closing Price part of the Common Stock on parties, as of the applicable Settlement Date) required date of this Agreement, of the amount of damages that may be incurred by the Purchaser if the Company fails to be delivered deliver the Shares on the Settlement Date. If the Purchaser elects to receive shares of Common Stock instead of cash, $100 per Trading Day (increasing to $200 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Settlement Date until such Draw Down Shares are delivered pursuant to this Article VI. Nothing herein shall limit the Purchaser's right to pursue actual damages for the Company's failure to deliver certificates (via DWAC) representing any Securities as required by the Transaction Documents, including but not limited to the cost of any buy-in to the Purchaser, and the Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, demand registration once within twelve (12) months of the date of issuance of such shares of Common Stock and piggyback registration rights if the Company files a decree of specific performance and/or injunctive reliefseparate registration statement.

Draw Down Terms. Subject to the satisfaction of the conditions set forth in this Agreement, and subject to Section 6.02 below, the parties Parties agree (unless otherwise mutually agreed upon by the Parties in writing) as follows: (a) The Company may, in its sole discretion, issue and exercise draw downs against the Commitment a Draw Down Notice (as defined in Section 6.01(h) hereof) for a specified Draw Down Amount (each a "Draw Down"Requested. Subject to Section 6.01(g) during the Commitment Periodbelow, which Draw Downs the Purchaser shall be obligated pay a per-Share amount equal to accept90% of the average Daily Closing Price during the Draw Down Pricing Period (the “Purchase Price”). Subject to Section 4.06 hereof, subject the Draw Down Amount Requested shall not exceed four hundred percent (400%) (the “Draw Down Limit”) of the average daily trading volume for the 30 Trading Days immediately preceding the Draw Down Exercise Date. (b) Prior to commencement of the terms and conditions of this Agreement. Before the Company shall exercise a Draw DownDown Pricing Period, the Company shall have caused a sufficient number of shares of Common Stock deliver the Shares to be registered purchased in such Draw Down to cover the Purchaser. If Shares delivered to the Purchaser prior to commencement of the Draw Down Pricing Period are delivered in certificated form and not DWAC Eligible, then the Draw Down Pricing Period shall not begin until the Shares to be issued in connection with such Draw Downare cleared by an appointed clearing agent. (bc) Only one Draw Down shall be allowed in each Draw Down Pricing Period and any subsequent Period. (d) Each Draw Down shall be settled on the first Trading Day after the end of each Draw Down Pricing Period shall not commence until (the Trading Cushion has elapsed since “Settlement Date”). (e) At the end of the previous each Draw Down Pricing Period. The number of shares of Common Stock purchased , the Purchaser’s total Draw Down commitment under this Agreement shall be reduced by the Purchaser total Draw Down Amount for such Draw Down Pricing Period. (f) Each Draw Down will automatically expire immediately after the last Trading Day of each Draw Down Pricing Period. (g) Each Draw Down Notice shall set forth the Threshold Price set by the Company for such Draw Down. If the Daily Closing Price on a given Trading Day in the Draw Down Pricing Period, multiplied by 9/10, is less than the Threshold Price, then the total Draw Down Amount Requested will be reduced by 1/30th, and, unless otherwise agreed by the Parties, no Shares will be purchased or sold with respect to each Draw Down such Trading Day and the Daily Closing Price on such Trading Day shall be determined as set forth in Section 6.1(d) herein and settled on excluded from the second Trading Day immediately following the end calculation of the applicable Draw Down Pricing period (each such settlement period and each such settlement date shall be referred to as a "Settlement Period" and a "Settlement Date", respectively)Purchase Price. (ch) The quantity of Draw Down Shares as to each Draw Down shall be limited As a condition to the lesser of: exercise of any Draw Down, the Company must (i) 4.99% provide a notice to the Purchaser of the then-current shares outstanding or (ii) Company’s exercise of any Draw Down via email before commencement of trading on the previous 10-day average trading volume first Trading Day of the Draw Down Pricing Period covered by such notice (the “Draw Down Notice”), substantially in the form attached hereto as Exhibit E, and (ii) pursuant to Section 6.01(b), deliver the Shares multiplied to the Purchaser or its designees via DWAC, if the Company is approved for DWAC in an amount equal to the Draw Down Amount Requested (which amount shall be adjusted in the event that the amount accepted by 3the Purchaser pursuant to Section 6.01(a) hereof is different than the Draw Down Amount Requested). There The date the Company delivers the Draw Down Notice and the Shares in accordance with this Section 6.01(h) shall be a minimum “Draw Down Investment Amount (the "Investment Amount") of $25,000 and a maximum Exercise Date.” The Draw Down Investment Notice shall specify the Draw Down Amount Requested, set the Threshold Price for such Draw Down and designate the first Trading Day of $1,000,000 unless otherwise agreed upon by the Draw Down Pricing Period that the Company and wishes to grant to the Purchaser. For avoidance of doubt, the calculation provided for herein shall be done at the beginning of Purchaser during the Draw Down Pricing Period. (di) The issuance of Draw Down Shares of Common Stock to be issued on On each Settlement Date Date, the Purchaser shall subject to the following adjustments: (i) if during any Trading Day during the Draw Down Pricing Period trading of the Common Stock on the Trading Market is suspended for more than 3 hours, in the aggregate, or if any Trading Day during the Draw Down Pricing Period is shortened because of a public holiday, then such Trading Day shall be withdrawn from the Draw Down Pricing Period; and (e) The Company must inform the Purchaser as to the Investment Amount of the Draw Down provide the Company wishes to exercise by delivering a draw down notice, closing notice in the form of Exhibit B hereto F attached hereto; (ii) make payment for the "Draw Down Notice")Shares acquired pursuant to this Agreement to the Company’s designated account by wire transfer of immediately available funds, via facsimile transmission provided that the Shares were received by the Purchaser in accordance with Section 8.3. The 6.01(b) hereof; and (iii) return to the Company any Shares delivered to the Purchaser in connection with the applicable Draw Down Notice shall also inform the Purchaser of the first day of the Draw Down Pricing Period, which, unless otherwise agreed to in writing by the parties, shall be the first Trading Day following the date such Draw Down Notice is received (the "Commencement Date"). At no time shall the Purchaser be required to purchase more than the maximum Investment Amount for a given Draw Down Pricing Period. On or before any Trading Day that a Draw Down Notice is delivered, the Company shall have filed with the Commission a prospectus supplement pursuant to Rule 424 under the Securities Act setting forth Section 6.01(b) that have not been purchased by Purchaser pursuant to the terms of the Draw Down Notice. Draw Down Notices shall be made no less than 10 Business Days aparthereof, unless otherwise agreed upon by the Company and the Purchaser. (f) On the Trading Day immediately following the last day of the Settlement Period, the Company shall deliver, and the Purchaser shall acknowledge receipt of, a settlement statement (the "Settlement Statement") setting forth the number of Draw Down Shares issuable and the aggregate Purchase Price as to such Settlement Period. On the Settlement Date as to such Draw Down, the Draw Down Shares purchased pursuant to such Settlement Statement shall be delivered to the Depository Trust Company ("DTC") account of the Purchaser, or its designees, as designated by the Purchaser in the Settlement Statement, via DTC's Deposit Withdrawal Agent Commission system ("DWAC"). Upon the Company electronically delivering such Draw Down Shares to the DTC account of the Purchaser, or its designees, via DWAC by 1:00 p.m. ET, the Purchaser shall, on the same day (or the next Business Day if such day is not a Business Day) wire transfer immediately available funds to the Company's bank account, as designated by the Company in the Settlement Statement, for the amount of the aggregate Purchase Price of such Draw Down Shares. Upon the Company electronically delivering the Draw Down Shares to the Purchaser or its designee's DTC account via DWAC after 1:00 p.m. ET, the Purchaser shall wire transfer next day available funds to the Company's designated account on such day. At the sole election of the Purchaser, the Purchaser may elect to pay any broker fees disclosed in the schedules attached to this Agreement directly to the brokers pursuant to written instructions from any such broker. (g) The Company understands it being understood that a delay in the delivery of the Draw Down Shares to the Purchaser beyond the Settlement Date could result in economic loss to the Purchaser. In addition to the Purchaser's other available remedies, the Company shall pay to the Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of Draw Down Shares (based on the Closing Price of the Common Stock on the applicable Settlement Date) required to be delivered on the Settlement Date, $100 per Trading Day (increasing to $200 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Settlement Date until such Draw Down Shares are delivered pursuant to this Article VI. Nothing herein shall limit the Purchaser's right to pursue actual damages for the Company's failure to deliver certificates (via DWAC) representing any Securities as required by the Transaction Documents, including but not limited to the cost of any buy-in to the Purchaser, and the Purchaser shall have the right ability to pursue all remedies available sell any purchased Shares at any time following their deposit pursuant to it at law or in equity includingSection 6.01(b), without limitation, a decree of specific performance and/or injunctive reliefsubject to Section 4.10 hereof.

Draw Down Terms. Subject to the satisfaction of the conditions set forth in this Agreement, and subject to Section 6.02 below, the parties Parties agree (unless otherwise mutually agreed upon by the Parties in writing) as follows: (a) The Company may, in its sole discretion, issue and exercise draw downs against a Draw Down Notice (as defined in Section 6.01(h) hereof) for a specified Draw Down Amount Requested. Subject to Section 6.01(g) below, the Commitment Amount Purchaser shall pay a per-Share amount equal to ninety percent (each a "Draw Down"90%) of the average Daily Closing Price during the Commitment PeriodDraw Down Pricing Period (the “Purchase Price”). Subject to Section 4.06 hereof, which the Draw Downs Down Amount Requested shall not exceed four hundred percent (400%) (the “Draw Down Limit”) of the average daily trading volume for the 30 Trading Days immediately preceding the Draw Down Exercise Date. (b) The Purchaser shall designate the Draw Down Pricing Period on the Draw Down Exercise Date. In the event that the Purchaser fails to designate the Draw Down Pricing Period within three (3) days of the Draw Down Exercise Date, then the Calculation Days shall default to ten (10) days and the Purchaser shall be obligated deemed to accept, subject have made such designation. Prior to commencement of the terms and conditions of this Agreement. Before the Company shall exercise a Draw DownDown Pricing Period, the Company shall have caused a sufficient number of deliver the shares of Common Stock to be registered to cover the purchased in such Draw Down Shares to be issued in connection with such Draw Downthe Purchaser. (bc) Only one Draw Down shall be allowed in each Draw Down Pricing Period and any subsequent Period. (d) Each Draw Down shall be settled on the first Trading Day after the end of each Draw Down Pricing Period shall not commence until (the Trading Cushion has elapsed since “Settlement Date”). (e) At the end of the previous each Draw Down Pricing Period. The number of shares of Common Stock purchased , the Purchaser’s total Draw Down commitment under this Agreement shall be reduced by the Purchaser with respect to each total Draw Down shall be determined as set forth in Section 6.1(d) herein and settled on the second Trading Day immediately following the end of the applicable Draw Down Pricing period (each Amount for such settlement period and each such settlement date shall be referred to as a "Settlement Period" and a "Settlement Date", respectively) (c) The quantity of Draw Down Shares as to each Draw Down shall be limited to the lesser of: (i) 4.99% of the then-current shares outstanding or (ii) the previous 10-day average trading volume of the Draw Down Shares multiplied by 3. There shall be a minimum Draw Down Investment Amount (the "Investment Amount") of $25,000 and a maximum Draw Down Investment Amount of $1,000,000 unless otherwise agreed upon by the Company and the Purchaser. For avoidance of doubt, the calculation provided for herein shall be done at the beginning of the Draw Down Pricing Period. (df) The issuance of Each Draw Down Shares of Common Stock to be issued will automatically expire immediately on each the Settlement Date shall subject to the following adjustments:Date. (ig) if during any Each Draw Down Notice shall set forth the Threshold Price set by the Company for such Draw Down. If ninety percent (90%) of the Daily Closing Price on a given Trading Day during the Draw Down Pricing Period trading of the Common Stock on the Trading Market is suspended for more than 3 hours, in the aggregate, or if any Trading Day during the Draw Down Pricing Period is shortened because of a public holidayless than the Threshold Price, then the total Draw Down Amount Requested will be reduced by a fraction whose numerator is 1, and whose denominator is the number of Calculation Days, and, unless otherwise agreed by the Parties, no Shares will be purchased or sold with respect to such Trading Day and the Daily Closing Price on such Trading Day shall be withdrawn excluded from the Draw Down Pricing Period; andcalculation of the Purchase Price. For the avoidance of doubt, any Shares delivered to, but not purchased by, the Purchaser shall be promptly returned to the Company. (eh) The As a condition to the exercise of any Draw Down, the Company must inform the Purchaser as (i) provide a notice to the Investment Amount of the Draw Down the Company wishes to exercise by delivering a draw down notice, in the form of Exhibit B hereto (the "Draw Down Notice"), via facsimile transmission in accordance with Section 8.3. The Draw Down Notice shall also inform the Purchaser of the Company’s exercise of any Draw Down via email before commencement of trading on the first day Trading Day of the Draw Down Pricing Period, which, unless otherwise agreed to in writing Period covered by the parties, shall be the first Trading Day following the date such Draw Down Notice is received notice (the "Commencement Date"). At no time shall the Purchaser be required to purchase more than the maximum Investment Amount for a given Draw Down Pricing Period. On or before any Trading Day that a Draw Down Notice is delivered, the Company shall have filed with the Commission a prospectus supplement pursuant to Rule 424 under the Securities Act setting forth the terms of the “Draw Down Notice. Draw Down Notices shall be made no less than 10 Business Days apart”), unless otherwise agreed upon by substantially in the Company and the Purchaser. (f) On the Trading Day immediately following the last day of the Settlement Period, the Company shall deliverform attached hereto as Exhibit D, and the Purchaser shall acknowledge receipt of(ii), a settlement statement (the "Settlement Statement") setting forth the number of Draw Down Shares issuable and the aggregate Purchase Price as to such Settlement Period. On the Settlement Date as to such Draw Down, the Draw Down Shares purchased pursuant to such Settlement Statement shall be delivered to the Depository Trust Company ("DTC") account of the Purchaser, or its designees, as designated by the Purchaser in the Settlement Statement, via DTC's Deposit Withdrawal Agent Commission system ("DWAC"). Upon the Company electronically delivering such Draw Down Shares to the DTC account of the Purchaser, or its designees, via DWAC by 1:00 p.m. ET, the Purchaser shall, on the same day (or the next Business Day if such day is not a Business Day) wire transfer immediately available funds to the Company's bank account, as designated by the Company in the Settlement Statement, for the amount of the aggregate Purchase Price of such Draw Down Shares. Upon the Company electronically delivering the Draw Down Shares to the Purchaser or its designee's DTC account via DWAC after 1:00 p.m. ET, the Purchaser shall wire transfer next day available funds to the Company's designated account on such day. At the sole election of the Purchaser, the Purchaser may elect to pay any broker fees disclosed in the schedules attached to this Agreement directly to the brokers pursuant to written instructions from any such broker. (g) The Company understands that a delay in the delivery of the Draw Down Shares to the Purchaser beyond the Settlement Date could result in economic loss to the Purchaser. In addition to the Purchaser's other available remedies, the Company shall pay to the Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of Draw Down Shares (based on the Closing Price of the Common Stock on the applicable Settlement Date) required to be delivered on the Settlement Date, $100 per Trading Day (increasing to $200 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Settlement Date until such Draw Down Shares are delivered pursuant to this Article VI. Nothing herein shall limit Section 6.01(d), deliver the Purchaser's right to pursue actual damages for the Company's failure to deliver certificates (via DWAC) representing any Securities as required by the Transaction Documents, including but not limited Shares to the cost of any buy-in to the Purchaser, and the Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief.an

Draw Down Terms. Subject to the satisfaction of the conditions set forth in this Agreement, the parties agree as follows: (a) The Company Company, may, in its sole discretion, issue and exercise draw downs against a notice to the Commitment Amount Purchaser of the Company's intent to sell Shares to the Purchaser (each a "Draw Down") during the Commitment each Draw Down Pricing Period, which Draw Downs Down the Purchaser shall will be obligated to accept, subject to the terms and conditions of this Agreement. Before the Company shall exercise a Draw Down, the Company shall have caused a sufficient number of shares of Common Stock to be registered to cover the Draw Down Shares to be issued in connection with such Draw Down. (b) Only one Draw Down shall be allowed in each Draw Down Pricing Period and any subsequent Draw Down Pricing Period Period. The price per share paid by the Purchaser shall not commence until be based on the Average Daily Price on each separate Trading Cushion has elapsed since Day during the end of the previous Draw Down Pricing Period. The number of shares of Common Stock purchased by the Purchaser with respect to each Draw Down shall be determined as set forth in Section 6.1(d) herein on a daily basis during each Draw Down Pricing Period and settled on the second Trading Day immediately following the end of the applicable a weekly basis. In connection with each Draw Down Pricing period Period, the Company may set an Average Daily Price below which the Company will not sell any Shares (each the "Threshold Price"). If the Average Daily Price on any day within the Draw Down Pricing Period is less than the Threshold Price, the Company shall not sell and the Purchaser shall not be obligated to purchase the Shares otherwise to be purchased for such settlement period day. The Company shall have the right to issue and each such settlement date shall be referred exercise a Draw Down of up to as a "Settlement Period" and a "Settlement Date"$5,000,000 of the Company's Common Stock per Draw Down, respectivelysubject to the limitations set forth immediately below, until the aggregate amount purchased under this Agreement equals Fifteen Million Dollars ($15,000,000). (c) The quantity of Draw Down Shares as to each minimum Draw Down shall be limited to the lesser of: (i) 4.99% of the then-current shares outstanding or (ii) the previous 10-day average trading volume of the Draw Down Shares multiplied by 3. There shall be a minimum Draw Down Investment Amount (the "Investment Amount") of $25,000 and a maximum Draw Down Investment Amount of $1,000,000 250,000, unless otherwise agreed upon by the Company and the Purchaser. For avoidance of doubt, the calculation provided for herein shall be done at the beginning of the Draw Down Pricing Period. (d) The issuance maximum dollar amount of each Draw Down during any Draw Down Pricing Period shall be limited pursuant to the following formula: Average Stock Price: Average of the Average Daily Prices for the 22 Trading Days prior to the Draw Down Notice date. Average Trading Volume: Average daily trading volume for the 45 Trading Days prior to the Draw Down Notice date. Maximum dollar amount of each Draw Down: 20% of (Average Stock Price x (Average Trading Volume x 22)) the number of Shares of Common Stock to be issued on in connection with each Settlement Date Draw Down shall subject be equal to the following adjustments: sum of the quotients (i) if during any Trading Day during for each trading day within the Draw Down Pricing Period trading Period) of (x) 1/22nd of the Draw Down amount and (y) 93% of the Average Daily Price of the Common Stock on the Trading Market is suspended for more than 3 hours, in the aggregate, or if any each Trading Day during within the Draw Down Pricing Period Period. If the Average Daily Price on a given Trading Day is shortened because of a public holidayless than the Threshold Price, then such Trading Day the Purchaser's Draw Down will be reduced by 1/22nd and that day shall be withdrawn from the Draw Down Pricing Period; and (e) The Company must inform the Purchaser as to the Investment Amount of the Draw Down the Company wishes to exercise by delivering a draw down notice, in the form of Exhibit B hereto (the "Draw Down Notice"), via facsimile transmission in accordance with Section 8.3. The Draw Down Notice shall also inform the Purchaser of the first day of the Draw Down Pricing Period, which, unless otherwise agreed to in writing by the parties, shall be the first Trading Day following the date such Draw Down Notice is received (the "Commencement Date"). At no time shall the Purchaser be required to purchase more than the maximum Investment Amount for a given Draw Down Pricing Period. On or before any Trading Day that a Draw Down Notice is delivered, the Company shall have filed with the Commission a prospectus supplement pursuant to Rule 424 under the Securities Act setting forth the terms of the Draw Down Notice. Draw Down Notices shall be made no less than 10 Business Days apart, unless otherwise agreed upon by the Company and the Purchaser. (f) On the Trading Day immediately following the last day of the Settlement Period, the Company shall deliver, and the Purchaser shall acknowledge receipt of, a settlement statement (the "Settlement Statement") setting forth the number of Draw Down Shares issuable and the aggregate Purchase Price as to such Settlement Period. On the Settlement Date as to such Draw Down, the Draw Down Shares purchased pursuant to such Settlement Statement shall be delivered to the Depository Trust Company ("DTC") account of the Purchaser, or its designees, as designated by the Purchaser in the Settlement Statement, via DTC's Deposit Withdrawal Agent Commission system ("DWAC"). Upon the Company electronically delivering such Draw Down Shares to the DTC account of the Purchaser, or its designees, via DWAC by 1:00 p.m. ET, the Purchaser shall, on the same day (or the next Business Day if such day is not a Business Day) wire transfer immediately available funds to the Company's bank account, as designated by the Company in the Settlement Statement, for the amount of the aggregate Purchase Price of such Draw Down Shares. Upon the Company electronically delivering the Draw Down Shares to the Purchaser or its designee's DTC account via DWAC after 1:00 p.m. ET, the Purchaser shall wire transfer next day available funds to the Company's designated account on such day. At the sole election of the Purchaser, the Purchaser may elect to pay any broker fees disclosed in the schedules attached to this Agreement directly to the brokers pursuant to written instructions from any such broker. (g) The Company understands that a delay in the delivery of the Draw Down Shares to the Purchaser beyond the Settlement Date could result in economic loss to the Purchaser. In addition to the Purchaser's other available remedies, the Company shall pay to the Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of Draw Down Shares (based on the Closing Price of the Common Stock on the applicable Settlement Date) required to be delivered on the Settlement Date, $100 per Trading Day (increasing to $200 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Settlement Date until such Draw Down Shares are delivered pursuant to this Article VI. Nothing herein shall limit the Purchaser's right to pursue actual damages for the Company's failure to deliver certificates (via DWAC) representing any Securities as required by the Transaction Documents, including but not limited to the cost of any buy-in to the Purchaser, and the Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief.

Draw Down Terms. Subject to the satisfaction of the conditions set forth in this Agreement, the parties agree as follows: (a) The Company Company, may, in its sole discretion, issue and exercise a draw downs against the Commitment Amount down (each a "Draw Down") during the Commitment each Draw Down Pricing Period, which Draw Downs Down the Purchaser shall will be obligated to accept, subject to the terms and conditions of this Agreement. Before the Company shall exercise a Draw Down, the Company shall have caused a sufficient number of shares of Common Stock to be registered to cover the Draw Down Shares to be issued in connection with such Draw Down. (b) Only one Draw Down shall be allowed in each Draw Down Pricing Period and any subsequent Draw Down Pricing Period Period. The price per share paid by the Purchaser shall not commence until be based on the Average Daily Price on each separate Trading Cushion has elapsed since Day during the end of the previous Draw Down Pricing Period. The number of shares of Common Stock purchased by the Purchaser with respect to each Draw Down shall be determined on a daily basis during each Draw Down Pricing Period and settled on, (i) as to the 1st through the 11th Trading Days after a Draw Down Pricing Period commences, on the 13th Trading Day after a Draw Down Pricing Period commences and (ii) as to the 12th through the 22nd Trading Days after a Draw Down Pricing Period, the 24th Trading Day after a Draw Down Pricing Period (each, a "Draw Down Exercise Date"). In connection with each Draw Down Pricing Period, the Company may set an Average Daily Price below which the Company will not sell any Shares (the "Threshold Price"). If the Average Daily Price on any day within the Draw Down Pricing Period is less than the Threshold Price, the amount of Draw Down and the number of shares to be purchased shall be reduced as set forth in Section 6.1(d) herein and settled on the second Trading Day immediately following the end of the applicable Draw Down Pricing period (each such settlement period and each such settlement date shall be referred to as a "Settlement Period" and a "Settlement Date", respectively)below. (c) The quantity of Draw Down Shares as to each Draw Down shall be limited to the lesser of: (i) 4.99% of the then-current shares outstanding or (ii) the previous 10-day average trading volume of the Draw Down Shares multiplied by 3. There shall be a minimum maximum of eighteen (18) Draw Downs during the terms of this Agreement. The Company shall have the right to issue and exercise a Draw Down Investment Amount of up to $5,000,000 of the Company's Common Stock per Draw Down (the "Investment Amount") of $25,000 and a maximum ), subject to the limitations set forth immediately below. The minimum Draw Down shall be $250,000, except that if the remaining Commitment Amount is less than $250,000, then the Investment Amount of $1,000,000 unless otherwise agreed upon by the Company and the Purchaser. For avoidance of doubt, the calculation provided for herein shall be done at the beginning of the Draw Down Pricing Periodequal such remaining Commitment Amount. (d) The issuance maximum dollar amount of each Draw Down during any Draw Down Pricing Period shall be the lesser of $5,000,000 and an amount determined pursuant to the following formula: Average Stock Price: Average of the Average Daily Prices for the 22 Trading Days prior to the Draw Down Notice date. Average Trading Volume: Average daily trading volume for the 45 Trading Days prior to the Draw Down Notice date. Maximum dollar amount of each Draw Down: 20% of (Average Stock Price x (Average Trading Volume x 22)). The number of Shares of Common Stock to be issued on in connection with each Settlement Date Draw Down shall subject be equal to the following adjustments: sum of the quotients (i) if during any for each Trading Day during within the Draw Down Pricing Period trading Period) of (x) 1/22nd of the Draw Down amount and (y) 90% of the Average Daily Price of the Common Stock on the Trading Market is suspended for more than 3 hours, in the aggregate, or if any each Trading Day during within the Draw Down Pricing Period Period. If the Average Daily Price on a given Trading Day is shortened because of a public holidayless than the Threshold Price, then the Purchaser's Draw Down will be reduced by 1/22nd for each Trading Day and such Trading Day shall be withdrawn from the Draw Down Pricing Period; and (e) The Company must inform the Purchaser as to the Investment Amount of the Draw Down the Company wishes to exercise by delivering a draw down notice, in the form of Exhibit B hereto (the "Draw Down Notice"), via facsimile transmission in accordance with Section 8.3. The Draw Down Notice shall also inform the Purchaser of the first day of the Draw Down Pricing Period, which, unless otherwise agreed to in writing by the parties, shall be the first Trading Day following the date such Draw Down Notice is received (the "Commencement Date"). At no time shall the Purchaser be required to purchase more than the maximum Investment Amount for a given Draw Down Pricing Period. On or before any Trading Day that a Draw Down Notice is delivered, the Company shall have filed with the Commission a prospectus supplement pursuant to Rule 424 under the Securities Act setting forth the terms of the Draw Down Notice. Draw Down Notices shall be made no less than 10 Business Days apart, unless otherwise agreed upon by the Company and the Purchaser. (f) On the Trading Day immediately following the last day of the Settlement Period, the Company shall deliver, and the Purchaser shall acknowledge receipt of, a settlement statement (the "Settlement Statement") setting forth the number of Draw Down Shares issuable and the aggregate Purchase Price as to such Settlement Period. On the Settlement Date as to such Draw Down, the Draw Down Shares purchased pursuant to such Settlement Statement shall be delivered to the Depository Trust Company ("DTC") account of the Purchaser, or its designees, as designated by the Purchaser in the Settlement Statement, via DTC's Deposit Withdrawal Agent Commission system ("DWAC"). Upon the Company electronically delivering such Draw Down Shares to the DTC account of the Purchaser, or its designees, via DWAC by 1:00 p.m. ET, the Purchaser shall, on the same day (or the next Business Day if such day is not a Business Day) wire transfer immediately available funds to the Company's bank account, as designated by the Company in the Settlement Statement, for the amount of the aggregate Purchase Price of such Draw Down Shares. Upon the Company electronically delivering the Draw Down Shares to the Purchaser or its designee's DTC account via DWAC after 1:00 p.m. ET, the Purchaser shall wire transfer next day available funds to the Company's designated account on such day. At the sole election of the Purchaser, the Purchaser may elect to pay any broker fees disclosed in the schedules attached to this Agreement directly to the brokers pursuant to written instructions from any such broker. (g) The Company understands that a delay in the delivery of the Draw Down Shares to the Purchaser beyond the Settlement Date could result in economic loss to the Purchaser. In addition to the Purchaser's other available remedies, the Company shall pay to the Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of Draw Down Shares (based on the Closing Price of the Common Stock on the applicable Settlement Date) required to be delivered on the Settlement Date, $100 per Trading Day (increasing to $200 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Settlement Date until such Draw Down Shares are delivered pursuant to this Article VI. Nothing herein shall limit the Purchaser's right to pursue actual damages for the Company's failure to deliver certificates (via DWAC) representing any Securities as required by the Transaction Documents, including but not limited to the cost of any buy-in to the Purchaser, and the Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief.

Draw Down Terms. Subject to the satisfaction of the conditions set forth in this Agreement, and subject to Section 6.02 below, the parties Parties agree (unless otherwise mutually agreed upon by the Parties in writing) as follows: (a) The Company may, in its sole discretion, issue and exercise draw downs against the Commitment a Draw Down Notice (as defined in Section 6.01(h) hereof) for a specified Draw Down Amount (each a "Draw Down"Requested. Subject to Section 6.01(g) during the Commitment Periodbelow, which Draw Downs the Purchaser shall be obligated pay a per-Share amount equal to accept90% of the average applicable Daily Closing Price during the Draw Down Pricing Period (the “Purchase Price”). Subject to Section 4.06 hereof, subject the Draw Down Amount Requested shall not exceed four hundred percent (400%) (the “Draw Down Limit”) of the average daily trading volume for the 30 Trading Days immediately preceding the Draw Down Exercise Date, or as otherwise agreed to in writing between the terms and conditions Parties. (b) Prior to commencement of this Agreement. Before the Company shall exercise a Draw DownDown Pricing Period, the Company shall have caused a sufficient number of shares of Common Stock deliver the Shares to be registered purchased in such Draw Down to cover the Purchaser. If Shares delivered to the Purchaser prior to commencement of the Draw Down Pricing Period are delivered in certificated form and not DWAC Eligible, then the Draw Down Pricing Period shall not begin until the Shares to be issued in connection with such Draw Downare cleared by an appointed clearing agent. (bc) Only one Draw Down shall be allowed in each Draw Down Pricing Period and any subsequent Period. (d) Each Draw Down shall be settled on the first Trading Day after the end of each Draw Down Pricing Period shall not commence until (the Trading Cushion has elapsed since “Settlement Date”). (e) At the end of the previous each Draw Down Pricing Period. The number of shares of Common Stock purchased , the Purchaser’s total Draw Down commitment under this Agreement shall be reduced by the Purchaser total Draw Down Amount for such Draw Down Pricing Period. (f) Each Draw Down will automatically expire immediately after the last Trading Day of each Draw Down Pricing Period. (g) Each Draw Down Notice shall set forth the Threshold Price set by the Company for such Draw Down. If the Daily Closing Price on a given Trading Day in the Draw Down Pricing Period, multiplied by 9/10, is less than the Threshold Price, then the total Draw Down Amount Requested will be reduced by 1/30th, and no Shares will be purchased or sold with respect to each Draw Down such Trading Day and the Daily Closing Price on such Trading Day shall be determined as set forth in Section 6.1(d) herein and settled on excluded from the second Trading Day immediately following the end calculation of the applicable Draw Down Pricing period (each such settlement period and each such settlement date shall be referred to as a "Settlement Period" and a "Settlement Date"Purchase Price, respectively)unless otherwise agreed by the Parties. (ch) The quantity of Draw Down Shares as to each Draw Down shall be limited As a condition to the lesser of: exercise of any Draw Down, the Company must (i) 4.99% provide a notice to the Purchaser of the then-current shares outstanding or (ii) Company’s exercise of any Draw Down via email before commencement of trading on the previous 10-day average trading volume first Trading Day of the Draw Down Pricing Period covered by such notice (the “Draw Down Notice”), substantially in the form attached hereto as Exhibit E, and (ii) pursuant to Section 6.01(b), deliver the Shares multiplied to the Purchaser or its designees via DWAC, if the Company is approved for DWAC in an amount equal to the Draw Down Amount Requested (which amount shall be adjusted in the event that the amount accepted by 3the Purchaser pursuant to Section 6.01(a) hereof is different than the Draw Down Amount Requested). There The date the Company delivers the Draw Down Notice and the Shares in accordance with this Section 6.01(h) shall be a minimum “Draw Down Investment Amount (the "Investment Amount") of $25,000 and a maximum Exercise Date.” The Draw Down Investment Notice shall specify the Draw Down Amount of $1,000,000 unless otherwise agreed upon by Requested, set the Company Threshold Price for such Draw Down and designate the Purchaser. For avoidance of doubt, the calculation provided for herein shall be done at the beginning first Trading Day of the Draw Down Pricing Period. (di) The issuance of Draw Down Shares of Common Stock to be issued on On each Settlement Date Date, the Purchaser shall subject to the following adjustments: (i) if during any Trading Day during the Draw Down Pricing Period trading of the Common Stock on the Trading Market is suspended for more than 3 hours, in the aggregate, or if any Trading Day during the Draw Down Pricing Period is shortened because of a public holiday, then such Trading Day shall be withdrawn from the Draw Down Pricing Period; and (e) The Company must inform the Purchaser as to the Investment Amount of the Draw Down provide the Company wishes to exercise by delivering a draw down notice, closing notice in the form of Exhibit B hereto F attached hereto; (ii) make payment for the "Draw Down Notice")Shares acquired pursuant to this Agreement to the Company’s designated account by wire transfer of immediately available funds, via facsimile transmission provided that the Shares were received by the Purchaser in accordance with Section 8.3. The 6.01(b) hereof; and (iii) return to the Company any Shares delivered to the Purchaser in connection with the applicable Draw Down Notice shall also inform the Purchaser of the first day of the Draw Down Pricing Period, which, unless otherwise agreed to in writing by the parties, shall be the first Trading Day following the date such Draw Down Notice is received (the "Commencement Date"). At no time shall the Purchaser be required to purchase more than the maximum Investment Amount for a given Draw Down Pricing Period. On or before any Trading Day that a Draw Down Notice is delivered, the Company shall have filed with the Commission a prospectus supplement pursuant to Rule 424 under the Securities Act setting forth the terms of the Draw Down Notice. Draw Down Notices shall be made no less than 10 Business Days apart, unless otherwise agreed upon by the Company and the Purchaser. (fSection 6.01(b) On the Trading Day immediately following the last day of the Settlement Period, the Company shall deliver, and the Purchaser shall acknowledge receipt of, a settlement statement (the "Settlement Statement") setting forth the number of Draw Down Shares issuable and the aggregate Purchase Price as to such Settlement Period. On the Settlement Date as to such Draw Down, the Draw Down Shares above but not purchased pursuant to such Settlement Statement shall be delivered to the Depository Trust Company ("DTC") account of the Purchaser, or its designees, as designated by the Purchaser in the Settlement Statement, via DTC's Deposit Withdrawal Agent Commission system ("DWAC"). Upon the Company electronically delivering such Draw Down Shares pursuant to the DTC account of the Purchaserterms hereof, or its designees, via DWAC by 1:00 p.m. ET, the Purchaser shall, on the same day (or the next Business Day if such day is not a Business Day) wire transfer immediately available funds to the Company's bank account, as designated by the Company in the Settlement Statement, for the amount of the aggregate Purchase Price of such Draw Down Shares. Upon the Company electronically delivering the Draw Down Shares to the Purchaser or its designee's DTC account via DWAC after 1:00 p.m. ET, the Purchaser shall wire transfer next day available funds to the Company's designated account on such day. At the sole election of the Purchaser, the Purchaser may elect to pay any broker fees disclosed in the schedules attached to this Agreement directly to the brokers pursuant to written instructions from any such broker. (g) The Company understands it being understood that a delay in the delivery of the Draw Down Shares to the Purchaser beyond the Settlement Date could result in economic loss to the Purchaser. In addition to the Purchaser's other available remedies, the Company shall pay to the Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of Draw Down Shares (based on the Closing Price of the Common Stock on the applicable Settlement Date) required to be delivered on the Settlement Date, $100 per Trading Day (increasing to $200 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Settlement Date until such Draw Down Shares are delivered pursuant to this Article VI. Nothing herein shall limit the Purchaser's right to pursue actual damages for the Company's failure to deliver certificates (via DWAC) representing any Securities as required by the Transaction Documents, including but not limited to the cost of any buy-in to the Purchaser, and the Purchaser shall have the right ability to pursue all remedies available sell any purchased Shares at any time following their deposit pursuant to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive reliefSection 6.01(b).

Draw Down Terms. Subject to the satisfaction of the conditions set forth in this Agreement, the parties agree as follows: (a) The Company may, in its sole discretion, issue a Draw Down Notice (as defined in Section 6.1(j) hereof) for a specified Draw Down Amount Requested of up to $8,000,000 or such other amount mutually agreed upon by the Purchaser and exercise draw downs against the Commitment Amount (each a "Draw Down") during the Commitment PeriodCompany, which Draw Downs Down the Purchaser shall will be obligated to accept, subject to . The date the terms and conditions Company issues any Draw Down Notice in accordance with this Section 6.1 shall be a "Draw Down Exercise Date" for purposes of this Agreement. Before the Company shall exercise a Draw Down. (b) Subject to Section 6.1(i) below, the Company shall have caused a sufficient number of shares of Common Stock to be registered to cover the Draw Down Shares to be issued by the Company to the Purchaser in connection with each Draw Down shall be equal to the sum of the quotients (for each Trading Day of the Draw Down Pricing Period for which the VWAP equals or exceeds the Threshold Price) of (x) 1/20th (or such other fraction based on the length of the Draw DownDown Pricing Period) of the Draw Down Amount divided by (y) the Draw Down Discount Percentage (or such other percentage mutually agreed upon by the Purchaser and the Company) multiplied by the VWAP of the Common Stock for such Trading Day. (bc) Only one Draw Down shall be allowed in each Draw Down Pricing Period and any subsequent Period. Each Draw Down Pricing Period shall not commence until consist of two (2) periods of ten (10) consecutive Trading Days (each, a "Settlement Period"); provided, however, that the Trading Cushion has elapsed since Company may request in its Draw Down Notice that the end of the previous Draw Down Pricing Period consist of only one twenty (20) consecutive Trading Day Settlement Period. The number of shares of Common Stock purchased by , which request the Purchaser with respect to each shall in good faith consider. (d) Each Draw Down shall be determined as set forth in Section 6.1(d) herein and settled on the second Trading Day immediately following after the end of each Settlement Period (the applicable Draw Down Pricing period (each such settlement period and each such settlement date shall be referred to as a "Settlement Period" and a "Settlement Date", respectively). (ce) The quantity of Draw Down Shares as to each Draw Down shall be limited to the lesser of: (i) 4.99% of the then-current shares outstanding or (ii) the previous 10-day average trading volume of the Draw Down Shares multiplied by 3. There shall be a minimum of five (5) Trading Days between the end of a Draw Down Investment Amount Pricing Period and the commencement of the next Draw Down Pricing Period, unless otherwise mutually agreed upon between the Purchaser and the Company. (the "Investment Amount"f) of $25,000 and There shall be a maximum of twelve (12) Draw Downs during the Investment Period. (g) At the end of each Draw Down Investment Pricing Period, the Purchaser's total Draw Down commitment under this Agreement (which equals $50,000,000 as of the Effective Date) shall be reduced by the total amount of the Draw Down Amount and the Call Option Amount, if any, for such Draw Down Pricing Period. (h) Each Draw Down will automatically expire on the last Trading Day of each Draw Down Pricing Period. (i) If the VWAP on a given Trading Day in a Draw Down Pricing Period is less than the Threshold Price, then the total amount of the Draw Down Amount Requested for such Draw Down Pricing Period will be reduced by 1/20th (or such other fraction based on the length of the Draw Down Pricing Period) and no Shares will be purchased or sold with respect to such Trading Day, except as provided below. At no time shall the Threshold Price be set below sixteen dollars ($1,000,000 16.00) unless otherwise agreed upon by the Company and the Purchaser. For avoidance of doubtIf trading in the Common Stock is suspended for any reason for more than three (3) hours in any Trading Day, the calculation provided for herein shall be done price of the Common Stock may, at the beginning Purchaser's option, be deemed to be below the Threshold Price for that Trading Day. For each Trading Day during a Draw Down Pricing Period that the VWAP is below the Threshold Price or is deemed to be below the Threshold Price pursuant to the immediately preceding sentence, the Purchaser may, at its option, purchase the Common Stock at the Threshold Price multiplied by the Draw Down Discount Percentage. The Purchaser will inform the Company via facsimile transmission no later than 8:00 p.m. (New York time) on the last Trading Day of such Draw Down Pricing Period as to the number of Shares, if any, the Purchaser chooses to purchase under such circumstances. (j) As a condition to exercise of any Draw Down, the Company must provide a notice to the Purchaser of the Company's exercise of any Draw Down via facsimile transmission before commencement of trading on the first Trading Day of the Draw Down Pricing Period. (d) The issuance of Draw Down Shares of Common Stock to be issued on each Settlement Date shall subject to the following adjustments: (i) if during any Trading Day during the Draw Down Pricing Period trading of the Common Stock on the Trading Market is suspended for more than 3 hours, in the aggregate, or if any Trading Day during the Draw Down Pricing Period is shortened because of a public holiday, then covered by such Trading Day shall be withdrawn from the Draw Down Pricing Period; and (e) The Company must inform the Purchaser as to the Investment Amount of the Draw Down the Company wishes to exercise by delivering a draw down notice, in the form of Exhibit B hereto notice (the "Draw Down Notice"), via facsimile transmission substantially in accordance with Section 8.3. the form attached hereto as Exhibit D. The Draw Down Notice shall also inform specify the Purchaser of Draw Down Amount Requested, set the Threshold Price for such Draw Down and designate the first day Trading Day of the Draw Down Pricing PeriodPeriod and specify the Call Option(s), whichif any, unless otherwise agreed that the Company wishes to in writing by grant to the parties, shall be Purchaser during the first Trading Day following the date such Draw Down Notice is received Pricing Period and the applicable Threshold Price for such Call Option (the "Commencement DateCall Option Threshold Price"). At Unless the Company and the Purchaser mutually agree otherwise, at no time shall the Purchaser be required to purchase more than $8,000,000 of the maximum Investment Amount Common Stock for a given Draw Down Pricing Period. Period (excluding the Common Stock purchased pursuant to a Call Option). (k) On or before any Trading Day that a Draw Down Notice is deliveredeach Settlement Date, the Company shall have filed with deliver the Commission a prospectus supplement pursuant to Rule 424 under the Securities Act setting forth the terms of the Draw Down Notice. Draw Down Notices shall be made no less than 10 Business Days apart, unless otherwise agreed upon by the Company and the Purchaser. (f) On the Trading Day immediately following the last day of the Settlement Period, the Company shall deliver, and the Purchaser shall acknowledge receipt of, a settlement statement (the "Settlement Statement") setting forth the number of Draw Down Shares issuable and the aggregate Purchase Price as to such Settlement Period. On the Settlement Date as to such Draw Down, the Draw Down Shares purchased pursuant to such Settlement Statement shall be delivered to the Depository Trust Company ("DTC") account of the Purchaser, or its designees, as designated by the Purchaser in to the Settlement Statement, Purchaser or its designees via DTC's the Deposit Withdrawal Agent Commission system ("DWAC"). Upon the Company electronically delivering such Draw Down Shares to the DTC account of the Purchaser, or its designees, via DWAC by 1:00 p.m. ET, the Purchaser shall, on the same day (or the next Business Day if such day is not a Business Day) wire transfer immediately available funds to the Company's bank account, as designated by the Company in the Settlement Statement, for the amount of the aggregate Purchase Price of such Draw Down Shares. Upon the Company electronically delivering the Draw Down Shares to the Purchaser or its designee's DTC account via DWAC after 1:00 p.m. ET, the Purchaser shall wire transfer next day available funds against payment therefor to the Company's designated account on by wire transfer of immediately available funds, provided that the Shares are received by the Purchaser no later than 1:00 p.m. (New York time), or of next day available funds if the Shares are received thereafter. In certain circumstances and as set forth in Section 9.1(b), a failure by the Company to deliver such day. At Shares may result in the sole election payment of liquidated damages by the Company to the Purchaser. (l) If during any Draw Down Pricing Period the Company shall enter into an Other Financing (other than shares of Common Stock issued under this Agreement or in connection with an Acceptable Financing), the Purchaser may elect to pay any broker fees disclosed in the schedules attached to this Agreement directly to the brokers pursuant to written instructions from any such broker. its sole discretion (gi) The Company understands that a delay in the delivery of purchase the Draw Down Shares to the Purchaser beyond the Settlement Date could result in economic loss to the Purchaser. In addition to the Purchaser's other available remedies, the Company shall pay to the Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $1,000 Amount Requested of Draw Down Shares (based on the Closing Price shares of the Common Stock on the applicable Settlement Date) required to be delivered on the Settlement Date, $100 per Trading Day (increasing to $200 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Settlement Date until and/or Call Option Amount Requested during such Draw Down Shares are delivered pursuant to this Article VI. Nothing herein shall limit Pricing Period on the Purchaser's right to pursue actual damages terms at which the Company issued shares of Common Stock in the Other Financing during such Draw Down Pricing Period, (ii) purchase the Draw Down Amount Requested of shares of Common Stock and/or Call Option Amount Requested during such Draw Down Pricing Period at the applicable Draw Down Discount Percentage times the VWAP for the Company's failure to deliver certificates such Draw Down Pricing Period, or (via DWACiii) representing any Securities as required by the Transaction Documents, including but elect not limited to the cost of any buy-in to the Purchaser, and the Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief.to

Draw Down Terms. Subject to the satisfaction of the conditions set forth in this Agreement, and subject to Section 6.02 and Section 6.03 below, the parties Parties agree (unless otherwise mutually agreed upon by the Parties in writing) as follows: (a) The Company may, in its sole discretiondiscretion (except to the extent otherwise required by Section 6.03 below), issue and exercise draw downs against the Commitment a Draw Down Notice (as defined in Section 6.01(h) hereof) for a specified Draw Down Amount (each a "Draw Down"Requested. Subject to Section 6.01(g) during the Commitment Periodbelow, which Draw Downs the Purchaser shall be obligated pay a per-Share amount equal to accept90% the average Volume Weighted Average Price during the Draw Down Pricing Period (the “Purchase Price”). Subject to Section 4.06 hereof, subject the Draw Down Amount Requested shall not exceed four hundred percent (400%) (the “Draw Down Limit”) of the average daily trading volume for the 30 Trading Days immediately preceding the Draw Down Exercise Date. (b) Prior to commencement of the terms and conditions of this Agreement. Before the Company shall exercise a Draw DownDown Pricing Period, the Company shall have caused a sufficient number of shares of Common Stock deliver the Shares to be registered purchased in such Draw Down to cover the Purchaser. If Shares delivered to the Purchaser prior to commencement of the Draw Down Pricing Period are delivered in certificated form and not DWAC Eligible, then the Draw Down Pricing Period shall not begin until the Shares to be issued in connection with such Draw Downare cleared by an appointed clearing agent. (bc) Only one Draw Down shall be allowed in each Draw Down Pricing Period and any subsequent Period. (d) Each Draw Down shall be settled on the first Trading Day after the end of each Draw Down Pricing Period shall not commence until (the Trading Cushion has elapsed since “Settlement Date”). (e) At the end of the previous each Draw Down Pricing Period. The number of shares of Common Stock purchased , the Purchaser’s total Draw Down commitment under this Agreement shall be reduced by the Purchaser with respect to each total Draw Down shall be determined as set forth in Section 6.1(d) herein and settled on the second Trading Day immediately following the end of the applicable Draw Down Pricing period (each Amount for such settlement period and each such settlement date shall be referred to as a "Settlement Period" and a "Settlement Date", respectively) (c) The quantity of Draw Down Shares as to each Draw Down shall be limited to the lesser of: (i) 4.99% of the then-current shares outstanding or (ii) the previous 10-day average trading volume of the Draw Down Shares multiplied by 3. There shall be a minimum Draw Down Investment Amount (the "Investment Amount") of $25,000 and a maximum Draw Down Investment Amount of $1,000,000 unless otherwise agreed upon by the Company and the Purchaser. For avoidance of doubt, the calculation provided for herein shall be done at the beginning of the Draw Down Pricing Period. (df) The issuance of Each Draw Down Shares of Common Stock to be issued on each Settlement Date shall subject to will automatically expire immediately after the following adjustments: (i) if during any last Trading Day during the Draw Down Pricing Period trading of the Common Stock on the Trading Market is suspended for more than 3 hours, in the aggregate, or if any Trading Day during the Draw Down Pricing Period is shortened because of a public holiday, then such Trading Day shall be withdrawn from the each Draw Down Pricing Period; and. (eg) The Company must inform the Purchaser as to the Investment Amount of the Draw Down the Company wishes to exercise by delivering a draw down notice, in the form of Exhibit B hereto (the "Draw Down Notice"), via facsimile transmission in accordance with Section 8.3. The Each Draw Down Notice shall also inform set forth the Purchaser of Threshold Price set by the first day of Company for such Draw Down. If the Volume Weighted Average Price on a given Trading Day in the Draw Down Pricing Period, whichmultiplied by 9/10, is less than the Threshold Price, then the total Draw Down Amount Requested will be reduced by 1/20th, and no Shares will be purchased or sold with respect to such Trading Day, unless otherwise agreed to in writing by the partiesParties. (h) As a condition to the exercise of any Draw Down, shall be the Company must (i) provide a notice to the Purchaser of the Company’s exercise of any Draw Down via email before commencement of trading on the first Trading Day following the date such Draw Down Notice is received (the "Commencement Date"). At no time shall the Purchaser be required to purchase more than the maximum Investment Amount for a given Draw Down Pricing Period. On or before any Trading Day that a Draw Down Notice is delivered, the Company shall have filed with the Commission a prospectus supplement pursuant to Rule 424 under the Securities Act setting forth the terms of the Draw Down Notice. Pricing Period covered by such notice (the “Draw Down Notices shall be made no less than 10 Business Days apartNotice”), unless otherwise agreed upon by substantially in the Company and the Purchaser. (f) On the Trading Day immediately following the last day of the Settlement Period, the Company shall deliverform attached hereto as Exhibit D, and (ii) deliver the Purchaser shall acknowledge receipt of, a settlement statement (the "Settlement Statement") setting forth the number of Draw Down Shares issuable and the aggregate Purchase Price as to such Settlement Period. On the Settlement Date as to such Draw Down, the Draw Down Shares purchased pursuant to such Settlement Statement shall be delivered to the Depository Trust Company ("DTC") account of the Purchaser, or its designees, as designated by the Purchaser in the Settlement Statement, via DTC's Deposit Withdrawal Agent Commission system ("DWAC"). Upon the Company electronically delivering such Draw Down Shares to the DTC account of the Purchaser, or its designees, via DWAC by 1:00 p.m. ET, the Purchaser shall, on the same day (or the next Business Day if such day is not a Business Day) wire transfer immediately available funds to the Company's bank account, as designated by the Company in the Settlement Statement, for the amount of the aggregate Purchase Price of such Draw Down Shares. Upon the Company electronically delivering the Draw Down Shares to the Purchaser or its designee's DTC account designees via DWAC, if the Company is approved for DWAC after 1:00 p.m. ET, in an amount equal to the Draw Down Amount Requested (which amount shall be adjusted in the event that the amount accepted by the Purchaser shall wire transfer next day available funds to the Company's designated account on such day. At the sole election of the Purchaser, the Purchaser may elect to pay any broker fees disclosed in the schedules attached to this Agreement directly to the brokers pursuant to written instructions from any Section 6.01(a) hereof is different than the Draw Down Amount Requested). The date the Company delivers the Draw Down Notice and the Shares in accordance with this Section 6.01(h) shall be a “Draw Down Exercise Date.” The Draw Down Notice shall specify the Draw Down Amount Requested, set the Threshold Price for such broker. (g) The Company understands that a delay in Draw Down and designate the delivery first Trading Day of the Draw Down Shares Pricing Period that the Company wishes to grant to the Purchaser beyond during the Settlement Date could result in economic loss to the Purchaser. In addition to the Purchaser's other available remedies, the Company shall pay to the Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of Draw Down Shares (based on the Closing Price of the Common Stock on the applicable Settlement Date) required to be delivered on the Settlement Date, $100 per Trading Day (increasing to $200 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Settlement Date until such Draw Down Shares are delivered pursuant to this Article VI. Nothing herein shall limit the Purchaser's right to pursue actual damages for the Company's failure to deliver certificates (via DWAC) representing any Securities as required by the Transaction Documents, including but not limited to the cost of any buy-in to the Purchaser, and the Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive reliefPricing Period.

Draw Down Terms. Subject to the satisfaction of the conditions set forth in this Agreement, and subject to Section 6.3 below, the parties agree (unless otherwise mutually agreed upon by the parties in writing) as follows: (a) The Company may, in its sole discretion, issue a Draw Down Notice (as defined in Section 6.1(j) hereof) for a specified Draw Down Amount Requested of up to (i) $6,000,000 if the Threshold Price for the Draw Down Amount Requested as set forth in such Draw Down Notice is equal to or greater than $10.00 and exercise draw downs against less than $25.00 or (ii) $8,000,000 if the Commitment Threshold Price for the Draw Down Amount (each a "Requested as set forth in such Draw Down") during the Commitment PeriodDown Notice is equal to or greater than $25.00, which Draw Downs Down and Draw Down Notice the Purchaser shall will be obligated to accept, subject to . The date the terms and conditions Company issues any Draw Down Notice in accordance with this Section 6.1 shall be a “Draw Down Exercise Date” for purposes of this Agreement. Before the Company shall exercise a Draw Down. (b) Subject to Section 6.1(i) below, the Company shall have caused a sufficient number of shares of Common Stock to be registered to cover the Draw Down Shares to be issued by the Company to the Purchaser in connection with each Draw Down shall be equal to the sum of the quotients (for each Trading Day of the Draw Down Pricing Period for which the VWAP equals or exceeds the Threshold Price) of (x) 1/18th (or such other fraction based on the length of the Draw DownDown Pricing Period) of the Draw Down Amount divided by (y) the specified percentage of the VWAP set forth in Section 6.1(k) hereof or such other percentage mutually agreed upon by the Purchaser and the Company (the “Draw Down Discount Price”) of the Common Stock. (bc) Only one Draw Down shall be allowed in each Draw Down Pricing Period and any subsequent Draw Down Pricing Period shall not commence until the Trading Cushion has elapsed since the end of the previous Draw Down Pricing Period. The number of shares of Common Stock purchased by the Purchaser with respect to each . (d) Each Draw Down shall be determined as set forth in Section 6.1(d) herein and settled on the second Trading Day immediately following after the end of the applicable each Draw Down Pricing period Period (each such settlement period and each such settlement date shall be referred to as a "Settlement Period" and a "the “Settlement Date", respectively”). (ce) The quantity of Draw Down Shares as to each Draw Down shall be limited to the lesser of: (i) 4.99% of the then-current shares outstanding or (ii) the previous 10-day average trading volume of the Draw Down Shares multiplied by 3. There shall be a minimum of five (5) Trading Days between the end of a Draw Down Investment Amount (the "Investment Amount") of $25,000 and a maximum Draw Down Investment Amount of $1,000,000 unless otherwise agreed upon by the Company Pricing Period and the Purchaser. For avoidance of doubt, the calculation provided for herein shall be done at the beginning commencement of the next Draw Down Pricing Period. (df) The issuance There shall be a maximum of twenty-four (24) Draw Downs during the Investment Period. (g) At the end of each Draw Down Shares Pricing Period, the Purchaser’s total Draw Down commitment under this Agreement (which as of the Effective Date equals $100,000,000 of shares of Common Stock to or the Nasdaq Limit, whichever occurs first) shall be issued on reduced by the total amount of the Draw Down Amount and the Call Option Amount, if any, for such Draw Down Pricing Period. (h) Each Draw Down will automatically expire immediately after the last Trading Day of each Settlement Date shall subject to the following adjustments:Draw Down Pricing Period. (i) if during If the VWAP on a given Trading Day in the Draw Down Pricing Period is less than the Threshold Price, then the total amount of the Draw Down Amount Requested will be reduced by 1/18th (or such other fraction based on the length of the Draw Down Pricing Period) and no Shares will be purchased or sold with respect to such Trading Day, except as provided below. If trading in the Common Stock is suspended for any reason for more than three (3) hours in any Trading Day, the price of the Common Stock may, at the Purchaser’s option, be deemed to be below the Threshold Price for that Trading Day. For each Trading Day during a Draw Down Pricing Period that the VWAP is below the Threshold Price, the Purchaser may elect in its sole discretion to purchase the Common Stock at the Threshold Price multiplied by the applicable percentage set forth in Section 6.1(k) at the end of such Draw Down Pricing Period. The Purchaser will inform the Company via facsimile transmission no later than 8:00 p.m. (New York time) on the last Trading Day of such Draw Down Pricing Period as to the number of Shares, if any, the Purchaser chooses to purchase under such circumstances. (j) As a condition to exercise of any Draw Down, the Company must provide a notice to the Purchaser of the Company’s exercise of any Draw Down via facsimile transmission before commencement of trading on the first Trading Day of the Draw Down Pricing Period covered by such notice (the “Draw Down Notice”), substantially in the form attached hereto as Exhibit D. The Draw Down Notice shall specify the Draw Down Amount Requested, set the Threshold Price for such Draw Down, designate the first Trading Day of the Draw Down Pricing Period and specify the Call Option(s), if any, that the Company wishes to grant to the Purchaser during the Draw Down Pricing Period trading of and the Common Stock on the Trading Market is suspended applicable Threshold Price for more than 3 hours, in the aggregate, or if any Trading Day during the Draw Down Pricing Period is shortened because of a public holiday, then such Trading Day shall be withdrawn from the Draw Down Pricing Period; and (e) The Company must inform the Purchaser as to the Investment Amount of the Draw Down the Company wishes to exercise by delivering a draw down notice, in the form of Exhibit B hereto Call Option (the "Draw Down Notice"), via facsimile transmission in accordance with Section 8.3. The Draw Down Notice shall also inform the Purchaser of the first day of the Draw Down Pricing Period, which, unless otherwise agreed to in writing by the parties, shall be the first Trading Day following the date such Draw Down Notice is received (the "Commencement Date"“Call Option Threshold Price”). At no time shall the Purchaser be required to purchase more than $8,000,000 of the maximum Investment Amount Common Stock for a given Draw Down Pricing Period. On Period (excluding the Common Stock purchased pursuant to a Call Option). (k) With respect to any Draw Down, if the Market Capitalization is equal to or before any Trading Day that a above $1 billion, the Draw Down Notice Discount Price shall be 96.20% of the VWAP. If the Market Capitalization is deliveredbelow $1 billion and equal to or above $750 million, the Draw Down Discount Price shall be 95.70% of the VWAP. If the Market Capitalization is below $750 million and equal to or above $500 million, the Draw Down Discount Price shall be 95.20% of the VWAP. From $500 million to $300 million, for each $100 million decrease in Market Capitalization, the Draw Down Discount Price shall be decreased by 0.50% incrementally. (l) On each Settlement Date, the Company shall have filed with deliver the Commission Shares purchased by the Purchaser to the Purchaser or its designees via DWAC, against payment therefor to the Company’s designated account by wire transfer of immediately available funds, provided that the Shares are received by the Purchaser no later than 1:00 p.m. (New York time), or of next day available funds if the Shares are received thereafter. In certain circumstances and as set forth in Section 9.1 (b), a prospectus supplement pursuant to Rule 424 under the Securities Act setting forth the terms of the Draw Down Notice. Draw Down Notices shall be made no less than 10 Business Days apart, unless otherwise agreed upon failure by the Company and to deliver such Shares may result in the payment of liquidated damages by the Company to the Purchaser. (fm) On If during a Draw Down Pricing Period the Company elects to reduce the number of Trading Day immediately following the last day of the Settlement Days in such Draw Down Pricing Period, the Company shall deliver, will notify the Purchaser before commencement of trading on any Trading Day (a “Section 6.1(m) Notice”) and the Purchaser shall acknowledge receipt of, a settlement statement (the "Settlement Statement") setting forth the number of Draw Down Shares issuable and the aggregate Purchase Price as to such Settlement Period. On the Settlement Date as to such Draw Down, the Draw Down Shares purchased pursuant to such Settlement Statement shall be delivered to the Depository Trust Company ("DTC") account of the Purchaser, or its designees, as designated by the Purchaser in the Settlement Statement, via DTC's Deposit Withdrawal Agent Commission system ("DWAC"). Upon the Company electronically delivering such Draw Down Shares to the DTC account of the Purchaser, or its designees, via DWAC by 1:00 p.m. ET, the Purchaser shall, on the same day (or the next Business last Trading Day if such day is not a Business Day) wire transfer immediately available funds to the Company's bank account, as designated by the Company in the Settlement Statement, for the amount of the aggregate Purchase Price of such Draw Down Shares. Upon Pricing Period shall be the Trading Day preceding the receipt of the Section 6.1(m) Notice; provided, however, that if the Company electronically delivering delivers the Section 6.1(m) Notice during trading hours on a Trading Day, then the last Trading Day of such Draw Down Pricing Period shall be the Trading Day on which the Section 6.1(m) Notice was received by the Purchaser. The Purchaser will purchase the Truncated Draw Down Allocation Amount for each of the Trading Days prior to receipt of the Section 6.1(m) Notice, for an aggregate purchase price determined in accordance with clauses (b) and (i) of this Section 6.1. In addition, upon receipt of the Section 6.1(m) Notice, the Purchaser may, at its option, elect to purchase Shares in an additional dollar amount equal to the product of the Draw Down Amount Requested, first multiplied by (x) a fraction, the numerator of which equals one (1) and the denominator of which equals eighteen (18) or such other number of Trading Days in such Draw Down Pricing Period as the parties may have mutually agreed upon with respect to such Draw Down Pricing Period (eighteen or such other mutually agreed upon number being referred to herein as the “Trading Day Number”), and next multiplied by (y) that number that is equal to the Trading Day Number minus the number of Trading Days in the reduced Draw Down Pricing Period. The price per share for such additional dollar amount shall equal (i) the aggregate total of Truncated Draw Down Allocation Amounts during the reduced Draw Down Pricing Period divided by (ii) the number of Shares to the Purchaser or its designee's DTC account via DWAC after 1:00 p.m. ET, the Purchaser shall wire transfer next day available funds to the Company's designated account on be purchased during such dayreduced Draw Down Pricing Period. At the sole election Upon receipt of the PurchaserSection 6.1(m) Notice, the Purchaser may (x) elect to pay any broker fees disclosed in the schedules attached to this Agreement directly to the brokers pursuant to written instructions from any such broker. (g) The Company understands that a delay in the delivery of the Draw Down Shares to the Purchaser beyond the Settlement Date could result in economic loss to the Purchaser. In addition to the Purchaser's other available remedies, the Company shall pay to the Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of Draw Down Shares (based on the Closing Price of purchase the Common Stock at the Threshold Price for any Trading Day that the VWAP was below the Threshold Price during the reduced Draw Down Pricing Period in accordance with Section 6.1(i) hereof, (y) elect to purchase the Common Stock in the additional amount as set forth in the preceding paragraph of this Section 6.1(m), and (z) elect to exercise any unexercised Call Options (for a Call Option Amount not in excess of $1,000,000) by issuing a Call Option Notice to the Company, in each such case, no later than 10:00 a.m. (New York time) on the applicable Settlement Date) required to be delivered on the Settlement Date, $100 per Trading Day (increasing to $200 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each first Trading Day after the end of the reduced Draw Down Pricing Period. The exercise price of the Call Option shall be based on the VWAP on the last Trading Day of the reduced Draw Down Pricing Period (in lieu of the VWAP as specified in clause (A) of Section 6.2(b) hereof) and otherwise determined in accordance with Section 6.2(b) hereof. The Settlement Date until such for the Draw Down Shares are delivered pursuant to this Article VI. Nothing herein Amount and any Call Options exercised during a reduced Draw Down Pricing Period shall limit be the Purchaser's right to pursue actual damages for second Trading Day after receipt of the Company's failure to deliver certificates (via DWACSection 6.1(m) representing any Securities as required by the Transaction Documents, including but not limited to the cost of any buy-in to the Purchaser, and the Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive reliefNotice.

Draw Down Terms. Subject to the satisfaction of the conditions set forth in this Agreement, the parties agree as follows: (a) The Company Company, may, in its sole discretion, issue and exercise a draw downs against the Commitment Amount down (each a "Draw Down") during the Commitment each Draw Down Pricing Period, which Draw Downs Down the Purchaser shall will be obligated to accept, subject to the terms and conditions of this Agreement. Before the Company shall exercise a Draw Down, the Company shall have caused a sufficient number of shares of Common Stock to be registered to cover the Draw Down Shares to be issued in connection with such Draw Down. (b) Only one Draw Down shall be allowed in each Draw Down Pricing Period and any subsequent Draw Down Pricing Period Period. The price per share paid by the Purchaser shall not commence until be based on the Average Daily Price on each separate Trading Cushion has elapsed since Day during the end of the previous Draw Down Pricing Period. The number of shares of Common Stock purchased by the Purchaser with respect to each Draw Down shall be determined as set forth in Section 6.1(d) herein on a daily basis during each Draw Down Pricing Period and settled at the election of the Purchaser on a weekly basis or on the second Draw Down Exercise Date, which shall be the first Trading Day immediately following the end of the applicable Draw Down Pricing period (each such settlement period and each such settlement date shall be referred to as a "Settlement Period" and a "Settlement Date", respectively) (c) The quantity of Draw Down Shares as to each Draw Down shall be limited to the lesser of: (i) 4.99% of the then-current shares outstanding or (ii) the previous 10-day average trading volume of the Draw Down Shares multiplied by 3. There shall be a minimum Draw Down Investment Amount (the "Investment Amount") of $25,000 and a maximum Draw Down Investment Amount of $1,000,000 unless otherwise agreed upon by the Company and the Purchaser. For avoidance of doubt, the calculation provided for herein shall be done at the beginning of the Draw Down Pricing Period. In connection with each Draw Down Pricing Period, the Company may set an Average Daily Price below which the Company will not sell any Shares (the "Threshold Price"). If the Average Daily Price on any day within the Draw Down Pricing Period is less than the Threshold Price, the Company shall not sell and the Purchaser shall not be obligated to purchase the Shares otherwise to be purchased for such day. (c) There shall be a maximum of eighteen (18) Draw Downs during the terms of this Agreement. The Company shall have the right to issue and exercise a Draw Down of up to $10,000,000 of the Company's Common Stock per Draw Down, subject to the limitations set forth immediately below. The minimum Draw Down shall be $250,000, unless otherwise agreed by Purchaser. (d) The issuance maximum dollar amount of each Draw Down during any Draw Down Pricing Period shall be limited pursuant to the following formula: Average Stock Price: Average of the Average Daily Prices for the 22 Trading Days prior to the Draw Down Notice date. Average Trading Volume: Average daily trading volume for the 45 Trading Days prior to the Draw Down Notice date. Maximum dollar amount of each Draw Down: 20% of (Average Stock Price x (Average Trading Volume x 22)) the number of Shares of Common Stock to be issued on in connection with each Settlement Date Draw Down shall subject be equal to the following adjustments: sum of the quotients (i) if during any Trading Day during for each trading day within the Draw Down Pricing Period trading Period) of (x) 1/22nd of the Draw Down amount and (y) 93% of the Average Daily Price of the Common Stock on the Trading Market is suspended for more than 3 hours, in the aggregate, or if any each Trading Day during within the Draw Down Pricing Period Period. If the Average Daily Price on a given Trading Day is shortened because of a public holidayless than the Threshold Price, then such Trading Day the Purchaser's Draw Down will be reduced by 1/22nd and that day shall be withdrawn from the Draw Down Pricing Period; and (e) The Company must inform the Purchaser as to the Investment Amount of the Draw Down the Company wishes to exercise by delivering a draw down notice, in the form of Exhibit B hereto (the "Draw Down Notice"), via facsimile transmission in accordance with Section 8.3. The Draw Down Notice shall also inform the Purchaser of the first day of the Draw Down Pricing Period, which, unless otherwise agreed to in writing by the parties, shall be the first Trading Day following the date such Draw Down Notice is received (the "Commencement Date"). At no time shall the Purchaser be required to purchase more than the maximum Investment Amount for a given Draw Down Pricing Period. On or before any Trading Day that a Draw Down Notice is delivered, the Company shall have filed with the Commission a prospectus supplement pursuant to Rule 424 under the Securities Act setting forth the terms of the Draw Down Notice. Draw Down Notices shall be made no less than 10 Business Days apart, unless otherwise agreed upon by the Company and the Purchaser. (f) On the Trading Day immediately following the last day of the Settlement Period, the Company shall deliver, and the Purchaser shall acknowledge receipt of, a settlement statement (the "Settlement Statement") setting forth the number of Draw Down Shares issuable and the aggregate Purchase Price as to such Settlement Period. On the Settlement Date as to such Draw Down, the Draw Down Shares purchased pursuant to such Settlement Statement shall be delivered to the Depository Trust Company ("DTC") account of the Purchaser, or its designees, as designated by the Purchaser in the Settlement Statement, via DTC's Deposit Withdrawal Agent Commission system ("DWAC"). Upon the Company electronically delivering such Draw Down Shares to the DTC account of the Purchaser, or its designees, via DWAC by 1:00 p.m. ET, the Purchaser shall, on the same day (or the next Business Day if such day is not a Business Day) wire transfer immediately available funds to the Company's bank account, as designated by the Company in the Settlement Statement, for the amount of the aggregate Purchase Price of such Draw Down Shares. Upon the Company electronically delivering the Draw Down Shares to the Purchaser or its designee's DTC account via DWAC after 1:00 p.m. ET, the Purchaser shall wire transfer next day available funds to the Company's designated account on such day. At the sole election of the Purchaser, the Purchaser may elect to pay any broker fees disclosed in the schedules attached to this Agreement directly to the brokers pursuant to written instructions from any such broker. (g) The Company understands that a delay in the delivery of the Draw Down Shares to the Purchaser beyond the Settlement Date could result in economic loss to the Purchaser. In addition to the Purchaser's other available remedies, the Company shall pay to the Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of Draw Down Shares (based on the Closing Price of the Common Stock on the applicable Settlement Date) required to be delivered on the Settlement Date, $100 per Trading Day (increasing to $200 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Settlement Date until such Draw Down Shares are delivered pursuant to this Article VI. Nothing herein shall limit the Purchaser's right to pursue actual damages for the Company's failure to deliver certificates (via DWAC) representing any Securities as required by the Transaction Documents, including but not limited to the cost of any buy-in to the Purchaser, and the Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief.

Draw Down Terms. Subject to the satisfaction of the conditions set forth in this Agreement, the parties agree as follows: (a) The Company Company, may, in its sole discretiondiscretion and from time to time, during the period of 18 months from the Effective Date, issue and exercise Shares to the Purchaser as provided in Section 2.1 pursuant to a draw downs against the Commitment Amount down (each a "Draw Down") during the Commitment Period), which Draw Downs Down the Purchaser shall will be obligated to accept, subject to the terms and conditions of this Agreement. Before the Company shall exercise a Draw Down, the Company shall have caused a sufficient number of shares of Common Stock to be registered to cover the Draw Down Shares to be issued in connection with such Draw Down. (b) Only one Draw Down shall be allowed in with respect to each Draw Down Pricing Period and any subsequent Draw Down Pricing Period Period. The price per share paid by the Purchaser shall not commence until be based on the Average Daily Price on each separate Trading Cushion has elapsed since Day during the end of the previous Draw Down Pricing Period. The number of shares of Common Stock purchased by the Purchaser with respect to each Draw Down shall be determined as set forth in Section 6.1(d) herein on a daily basis during each Draw Down Pricing Period and settled on a weekly basis (the second Trading Day immediately following the end of the applicable Draw Down Pricing period (each such settlement period and each such settlement date shall be referred to as a "Settlement Period" and a "Settlement Date"). In connection with each Draw Down Pricing Period, respectivelythe Company may set an Average Daily Price below which the Company will not sell any Shares (the "Threshold Price"). If the Average Daily Price on any day within the Draw Down Pricing Period is less than the Threshold Price, the Company shall not sell and the Purchaser shall not be obligated to purchase the Shares otherwise to be purchased for such day. (c) The quantity of Draw Down Shares as to each Draw Down shall be limited to the lesser of: (i) 4.99% of the then-current shares outstanding or (ii) the previous 10-day average trading volume of the Draw Down Shares multiplied by 3. There shall be a minimum Draw Down Investment Amount (as defined below) shall be $250,000, except that, if the "Investment Amount") of remaining Commitment Amount is less than $25,000 and a maximum Draw Down 250,000, the Investment Amount of $1,000,000 unless otherwise agreed upon by the Company and the Purchaser. For avoidance of doubt, the calculation provided may be for herein shall be done at the beginning of the Draw Down Pricing Periodsuch remaining Commitment Amount. (d) The issuance maximum dollar amount of each Draw Down during any Draw Down Pricing Period shall be limited pursuant to the following formula: Average Stock Price: Average of the Average Daily Prices for the 22 Trading Days prior to the Draw Down Notice date. Average Trading Volume: Average daily trading volume for the 45 Trading Days prior to the Draw Down Notice date. Maximum dollar amount of each Draw Down: 20% of (Average Stock Price x (Average Trading Volume x 22)). The number of Shares of Common Stock to be issued on in connection with each Settlement Date Draw Down shall subject be equal to the following adjustments: (i) if during any Trading Day during the Draw Down Pricing Period trading sum of the Common Stock on the Trading Market is suspended quotients (for more than 3 hours, in the aggregate, or if any Trading Day during the Draw Down Pricing Period is shortened because of a public holiday, then such Trading Day shall be withdrawn from each trading day within the Draw Down Pricing Period; and ) of (ex) The Company must inform the Purchaser as to the Investment Amount 1/22nd of the Draw Down the Company wishes to exercise by delivering a draw down notice, in the form of Exhibit B hereto amount and (the "Draw Down Notice"), via facsimile transmission in accordance with Section 8.3. The Draw Down Notice shall also inform the Purchaser y) 88% of the first day of the Draw Down Pricing Period, which, unless otherwise agreed to in writing by the parties, shall be the first Trading Day following the date such Draw Down Notice is received (the "Commencement Date"). At no time shall the Purchaser be required to purchase more than the maximum Investment Amount for a given Draw Down Pricing Period. On or before any Trading Day that a Draw Down Notice is delivered, the Company shall have filed with the Commission a prospectus supplement pursuant to Rule 424 under the Securities Act setting forth the terms of the Draw Down Notice. Draw Down Notices shall be made no less than 10 Business Days apart, unless otherwise agreed upon by the Company and the Purchaser. (f) On the Trading Day immediately following the last day of the Settlement Period, the Company shall deliver, and the Purchaser shall acknowledge receipt of, a settlement statement (the "Settlement Statement") setting forth the number of Draw Down Shares issuable and the aggregate Purchase Price as to such Settlement Period. On the Settlement Date as to such Draw Down, the Draw Down Shares purchased pursuant to such Settlement Statement shall be delivered to the Depository Trust Company ("DTC") account of the Purchaser, or its designees, as designated by the Purchaser in the Settlement Statement, via DTC's Deposit Withdrawal Agent Commission system ("DWAC"). Upon the Company electronically delivering such Draw Down Shares to the DTC account of the Purchaser, or its designees, via DWAC by 1:00 p.m. ET, the Purchaser shall, on the same day (or the next Business Day if such day is not a Business Day) wire transfer immediately available funds to the Company's bank account, as designated by the Company in the Settlement Statement, for the amount of the aggregate Purchase Price of such Draw Down Shares. Upon the Company electronically delivering the Draw Down Shares to the Purchaser or its designee's DTC account via DWAC after 1:00 p.m. ET, the Purchaser shall wire transfer next day available funds to the Company's designated account on such day. At the sole election of the Purchaser, the Purchaser may elect to pay any broker fees disclosed in the schedules attached to this Agreement directly to the brokers pursuant to written instructions from any such broker. (g) The Company understands that a delay in the delivery of the Draw Down Shares to the Purchaser beyond the Settlement Date could result in economic loss to the Purchaser. In addition to the Purchaser's other available remedies, the Company shall pay to the Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of Draw Down Shares (based on the Closing Average Daily Price of the Common Stock on the applicable Settlement Date) required to be delivered on the Settlement Date, $100 per Trading Day (increasing to $200 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after within the Settlement Date until such Draw Down Shares are delivered pursuant to this Article VIPricing Period. Nothing herein shall limit If the Purchaser's right to pursue actual damages for Average Daily Price on a given Trading Day is less than the Company's failure to deliver certificates (via DWAC) representing any Securities as required by the Transaction DocumentsThreshold Price, including but not limited to the cost of any buy-in to the Purchaser, and the Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief.then the

Draw Down Terms. Subject to the satisfaction of the conditions set forth in this Agreement, and subject to Section 6.2 below, the parties agree (unless otherwise mutually agreed upon by the parties in writing) as follows: (a) The Company may, in its sole discretion, issue and exercise draw downs against the Commitment a Draw Down Notice (as defined in Section 6.1(h) hereof) for a specified Draw Down Amount (each a "Draw Down") during the Commitment Period, which Draw Downs the Requested. The Purchaser shall be obligated to acceptaccept the Draw Down Notice, subject provided that the Purchaser, in its sole discretion, shall not be obligated to accept more than fifty percent (50%) of the Draw Down Amount Requested (less any reduction pursuant to Section 6.1(g) hereof) and shall have the option to purchase up to two hundred percent (200%) of the Draw Down Amount Requested. Subject to Section 6.1(g) below, the Purchaser shall pay a per Share amount equal to ninety percent (90%) of the average Daily Closing Price during the Draw Down Pricing Period (the “Purchase Price”). Subject to Section 4.7 hereof, the Draw Down Amount Requested shall not exceed four hundred percent (400%) (the “Draw Down Limit”) of the average daily trading volume for the ten (10) Trading Days immediately preceding the Draw Down Exercise Date; provided, however, that if the Company selects a Draw Down Pricing Period that is fewer than ten (10) consecutive Trading Days, the Draw Down Limit shall be reduced in proportion to the terms reduction made to the length of the Draw Down Pricing Period as mutually agreed upon by the Purchaser and conditions the Company. (b) Prior to commencement of this Agreement. Before the Company shall exercise a Draw DownDown Pricing Period, the Company shall have caused a sufficient number of shares of Common Stock to be registered to cover deliver the Draw Down Shares to be issued purchased in connection with such Draw DownDown to the Purchaser. (bc) Only one Draw Down shall be allowed in each Draw Down Pricing Period and any subsequent Period. (d) Each Draw Down shall be settled on the first Trading Day after the end of each Draw Down Pricing Period shall not commence until (the Trading Cushion has elapsed since “Settlement Date”). (e) At the end of the previous each Draw Down Pricing Period. The number of shares of Common Stock purchased , the Purchaser’s total Draw Down commitment under this Agreement shall be reduced by the Purchaser with respect to each Draw Down shall be determined as set forth in Section 6.1(d) herein and settled on the second Trading Day immediately following the end of the applicable Draw Down Pricing period (each such settlement period and each such settlement date shall be referred to as a "Settlement Period" and a "Settlement Date", respectively) (c) The quantity of Draw Down Shares as to each Draw Down shall be limited to the lesser of: (i) 4.99% of the then-current shares outstanding or (ii) the previous 10-day average trading volume total amount of the Draw Down Shares multiplied by 3. There shall be a minimum Draw Down Investment Amount (the "Investment Amount") of $25,000 and a maximum Draw Down Investment Amount of $1,000,000 unless otherwise agreed upon by the Company and the Purchaser. For avoidance of doubt, the calculation provided for herein shall be done at the beginning of the such Draw Down Pricing Period. (df) The issuance of Each Draw Down Shares of Common Stock to be issued on each Settlement Date shall subject to will automatically expire immediately after the following adjustments: (i) if during any last Trading Day during the of each Draw Down Pricing Period trading of Period. (g) If the Common Stock Daily Closing Price on the Trading Market is suspended for more than 3 hours, in the aggregate, or if any a given Trading Day during the Draw Down Pricing Period is shortened because of a public holiday, then such Trading Day shall be withdrawn from in the Draw Down Pricing Period; and , multiplied by ninety percent (e) The Company must inform 90%), is less than the Purchaser as to Threshold Price, then the Investment Amount total amount of the Draw Down Amount Requested will be reduced by 1/10th (or such other fraction based on the Company wishes to exercise by delivering a draw down notice, in the form of Exhibit B hereto (the "Draw Down Notice"), via facsimile transmission in accordance with Section 8.3. The Draw Down Notice shall also inform the Purchaser of the first day length of the Draw Down Pricing Period) and no Shares will be purchased or sold with respect to such Trading Day. (h) As a condition to exercise of any Draw Down, which, unless otherwise agreed the Company must (i) provide a notice to in writing by the parties, shall be Purchaser of the Company’s exercise of any Draw Down via facsimile transmission before commencement of trading on the first Trading Day following the date such Draw Down Notice is received (the "Commencement Date"). At no time shall the Purchaser be required to purchase more than the maximum Investment Amount for a given Draw Down Pricing Period. On or before any Trading Day that a Draw Down Notice is delivered, the Company shall have filed with the Commission a prospectus supplement pursuant to Rule 424 under the Securities Act setting forth the terms of the Draw Down Notice. Pricing Period covered by such notice (the “Draw Down Notices shall be made no less than 10 Business Days apartNotice”), unless otherwise agreed upon by the Company and the Purchaser. (f) On the Trading Day immediately following the last day of the Settlement Period, the Company shall deliver, and the Purchaser shall acknowledge receipt of, a settlement statement (the "Settlement Statement") setting forth the number of Draw Down Shares issuable and the aggregate Purchase Price as to such Settlement Period. On the Settlement Date as to such Draw Down, the Draw Down Shares purchased pursuant to such Settlement Statement shall be delivered to the Depository Trust Company ("DTC") account of the Purchaser, or its designees, as designated by the Purchaser substantially in the Settlement Statement, via DTC's Deposit Withdrawal Agent Commission system form attached hereto as Exhibit F and ("DWAC"). Upon ii) deliver the Company electronically delivering such Draw Down Shares to the DTC account of the Purchaser, or its designees, via DWAC by 1:00 p.m. ET, the Purchaser shall, on the same day (or the next Business Day if such day is not a Business Day) wire transfer immediately available funds to the Company's bank account, as designated by the Company in the Settlement Statement, for the amount of the aggregate Purchase Price of such Draw Down Shares. Upon the Company electronically delivering the Draw Down Shares to the Purchaser or its designee's DTC account designees via DWAC, if the Company is approved for DWAC after 1:00 p.m. ET, in an amount equal to the Draw Down Amount Requested (which amount shall be adjusted in the event that the amount accepted by the Purchaser shall wire transfer next day available funds to the Company's designated account on such day. At the sole election of the Purchaser, the Purchaser may elect to pay any broker fees disclosed in the schedules attached to this Agreement directly to the brokers pursuant to written instructions from any Section 6.1(a) hereof is different that the Draw Down Amount Requested). The date the Company delivers the Draw Down Notice and the Shares in accordance with this Section 6.1(h) shall be a “Draw Down Exercise Date.” The Draw Down Notice shall specify the Draw Down Amount Requested, set the Threshold Price for such broker. (g) The Company understands that a delay in Draw Down and designate the delivery first Trading Day of the Draw Down Shares Pricing Period that the Company wishes to grant to the Purchaser beyond during the Settlement Date could result in economic loss to the Purchaser. In addition to the Purchaser's other available remedies, the Company shall pay to the Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of Draw Down Shares (based on the Closing Price of the Common Stock on the applicable Settlement Date) required to be delivered on the Settlement Date, $100 per Trading Day (increasing to $200 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Settlement Date until such Draw Down Shares are delivered pursuant to this Article VI. Nothing herein shall limit the Purchaser's right to pursue actual damages for the Company's failure to deliver certificates (via DWAC) representing any Securities as required by the Transaction Documents, including but not limited to the cost of any buy-in to the Purchaser, and the Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive reliefPricing Period.

Draw Down Terms. Subject to the satisfaction of the conditions set forth in this Agreement, and subject to Section 6.02 below, the parties Parties agree (unless otherwise mutually agreed upon by the Parties in writing) as follows: (a) The Company may, in its sole discretiondiscretion (subject to Section 6.01(k) below), issue and exercise draw downs against the Commitment a Draw Down Notice (as defined in Section 6.01(i) hereof) for a specified Draw Down Amount (each a "Draw Down"Requested. Subject to Section 6.01(h) during the Commitment Periodbelow, which Draw Downs the Purchaser shall be obligated pay a per-Share amount equal to accept90% of the average Daily Closing Price during the Draw Down Pricing Period (the “Purchase Price”). Subject to Section 4.06 hereof, subject the Draw Down Amount Requested shall not exceed seven hundred percent (700%) (the “Draw Down Limit”) of the average daily trading volume for the 15 Trading Days immediately preceding the Draw Down Exercise Date. (b) Prior to commencement of the terms and conditions of this Agreement. Before the Company shall exercise a Draw DownDown Pricing Period, the Company shall have caused a sufficient number of shares of Common Stock deliver the Shares to be registered purchased in such Draw Down to cover the Purchaser. If Shares delivered to the Purchaser prior to commencement of the Draw Down Pricing Period are delivered in certificated form and not DWAC Eligible, then the Draw Down Pricing Period shall not begin until the Shares to be issued in connection with such Draw Downor ADSs representing the Shares are cleared by an appointed clearing agent. (bc) Only one Draw Down shall be allowed in each Draw Down Pricing Period Period, save and any subsequent except for such Draw Down Notice issued by the Company pursuant to Sections 6.01(k) and 6.01(l). (d) Each Draw Down shall be settled on the first Trading Day after the end of each Draw Down Pricing Period (the “Settlement Date”). (e) In connection with each Draw Down, the Purchaser shall have the option, in its sole discretion, to purchase Shares with a Draw Down Amount equal to between 100% and 200% of the Draw Down Amount Requested, such option to be exercised by written notice to the Company two (2) Business Days prior to the Settlement Date. For the avoidance of doubt and as provided in Section 6.02, the Purchaser shall not commence until be required to subscribe for Shares that exceed the Trading Cushion has elapsed since Aggregate Limit. (f) At the end of the previous each Draw Down Pricing Period. The number of shares of Common Stock purchased , the Purchaser’s total Draw Down commitment under this Agreement shall be reduced by the Purchaser with respect to each total Draw Down shall be determined as set forth in Section 6.1(d) herein and settled on the second Trading Day immediately following the end of the applicable Draw Down Pricing period (each Amount for such settlement period and each such settlement date shall be referred to as a "Settlement Period" and a "Settlement Date", respectively) (c) The quantity of Draw Down Shares as to each Draw Down shall be limited to the lesser of: (i) 4.99% of the then-current shares outstanding or (ii) the previous 10-day average trading volume of the Draw Down Shares multiplied by 3. There shall be a minimum Draw Down Investment Amount (the "Investment Amount") of $25,000 and a maximum Draw Down Investment Amount of $1,000,000 unless otherwise agreed upon by the Company and the Purchaser. For avoidance of doubt, the calculation provided for herein shall be done at the beginning of the Draw Down Pricing Period. (dg) The issuance of Each Draw Down Shares of Common Stock to be issued on each Settlement Date shall subject to will automatically expire immediately after the following adjustments: (i) if during any last Trading Day during the Draw Down Pricing Period trading of the Common Stock on the Trading Market is suspended for more than 3 hours, in the aggregate, or if any Trading Day during the Draw Down Pricing Period is shortened because of a public holiday, then such Trading Day shall be withdrawn from the each Draw Down Pricing Period; and. (eh) The Company must inform the Purchaser as to the Investment Amount of the Draw Down the Company wishes to exercise by delivering a draw down notice, in the form of Exhibit B hereto (the "Draw Down Notice"), via facsimile transmission in accordance with Section 8.3. The Each Draw Down Notice shall also inform set forth the Purchaser of Threshold Price set by the first day of Company for such Draw Down. If the Daily Closing Price on a given Trading Day in the Draw Down Pricing Period, whichmultiplied by 9/10, is less than the Threshold Price, then the total Draw Down Amount Requested will be reduced by 1/20th, and, unless otherwise agreed to in writing by the partiesParties, no Shares will be purchased or sold with respect to such Trading Day and the Daily Closing Price on such Trading Day shall be excluded from the calculation of the Purchase Price. (i) As a condition to the exercise of any Draw Down, the Company must (i) provide a notice to the Purchaser of the Company’s exercise of any Draw Down via email before commencement of trading on the first Trading Day following of the Draw Down Pricing Period covered by such notice (the “Draw Down Notice”), substantially in the form attached hereto as Exhibit E, and (ii) pursuant to Section 6.01(b), deliver the Shares to the Purchaser in an amount equal to the Draw Down Amount Requested (which amount shall be adjusted in the event that the amount accepted by the Purchaser pursuant to Section 6.01(a) hereof is different than the Draw Down Amount Requested). The date the Company delivers the Draw Down Notice and the Shares in accordance with this Section 6.01(i) shall be a “Draw Down Exercise Date.” The Draw Down Notice shall specify the Draw Down Amount Requested, set the Threshold Price for such Draw Down Notice is received (and designate the "Commencement Date"). At no time shall first Trading Day of the Draw Down Pricing Period that the Company wishes to grant to the Purchaser be required to purchase more than during the maximum Investment Amount for a given Draw Down Pricing Period. On or before any Trading Day that a Draw Down Notice is delivered, the Company shall have filed with the Commission a prospectus supplement pursuant to Rule 424 under the Securities Act setting forth the terms of the Draw Down Notice. Draw Down Notices shall be made no less than 10 Business Days apart, unless otherwise agreed upon by the Company and the Purchaser. (f) On the Trading Day immediately following the last day of the Settlement Period, the Company shall deliver, and the Purchaser shall acknowledge receipt of, a settlement statement (the "Settlement Statement") setting forth the number of Draw Down Shares issuable and the aggregate Purchase Price as to such Settlement Period. On the Settlement Date as to such Draw Down, the Draw Down Shares purchased pursuant to such Settlement Statement shall be delivered to the Depository Trust Company ("DTC") account of the Purchaser, or its designees, as designated by the Purchaser in the Settlement Statement, via DTC's Deposit Withdrawal Agent Commission system ("DWAC"). Upon the Company electronically delivering such Draw Down Shares to the DTC account of the Purchaser, or its designees, via DWAC by 1:00 p.m. ET, the Purchaser shall, on the same day (or the next Business Day if such day is not a Business Day) wire transfer immediately available funds to the Company's bank account, as designated by the Company in the Settlement Statement, for the amount of the aggregate Purchase Price of such Draw Down Shares. Upon the Company electronically delivering the Draw Down Shares to the Purchaser or its designee's DTC account via DWAC after 1:00 p.m. ET, the Purchaser shall wire transfer next day available funds to the Company's designated account on such day. At the sole election of the Purchaser, the Purchaser may elect to pay any broker fees disclosed in the schedules attached to this Agreement directly to the brokers pursuant to written instructions from any such broker. (g) The Company understands that a delay in the delivery of the Draw Down Shares to the Purchaser beyond the Settlement Date could result in economic loss to the Purchaser. In addition to the Purchaser's other available remedies, the Company shall pay to the Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of Draw Down Shares (based on the Closing Price of the Common Stock on the applicable Settlement Date) required to be delivered on the Settlement Date, $100 per Trading Day (increasing to $200 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Settlement Date until such Draw Down Shares are delivered pursuant to this Article VI. Nothing herein shall limit the Purchaser's right to pursue actual damages for the Company's failure to deliver certificates (via DWAC) representing any Securities as required by the Transaction Documents, including but not limited to the cost of any buy-in to the Purchaser, and the Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief.

Draw Down Terms. Subject to the satisfaction of the conditions set forth in this Agreement, the parties agree as follows: (a) The Company Company, may, in its sole discretion, issue and exercise draw downs against a Draw Down Notice with respect to up to (i) $7,000,000 (the Commitment Amount (each a "Draw DownInitial Amount") during if the Commitment Period, which Draw Downs the Purchaser shall be obligated Threshold Price is equal to accept, subject to the terms and conditions of this Agreement. Before the Company shall exercise a Draw Down, the Company shall have caused a sufficient or (b) The number of shares of Common Stock to be registered to cover the Draw Down Shares to be issued in connection with each Draw Down shall be equal to the sum of the quotients (for each trading day of the Draw Down Pricing Period for which the VWAP equals or exceeds the Threshold Price) of (x) 1/18th (or such other fraction based upon the agreed upon Draw DownDown Pricing Period) of the Draw Down Amount divided by (y) the applicable Draw Down Discount Percentage multiplied by the VWAP for such day. (bc) Only one Draw Down shall be allowed in each Draw Down Pricing Period and any subsequent Draw Down Pricing Period shall not commence until the Trading Cushion has elapsed since the end of the previous Draw Down Pricing Period. . (d) The number of shares of Common Stock Shares purchased by the Purchaser with respect to each Draw Down shall be determined as set forth in Section 6.1(d) herein on a daily basis during each Draw Down Pricing Period and settled on the second Trading Day immediately business day following the end of the applicable each Draw Down Pricing period Period (each such settlement period and each such settlement date shall be referred to as a "Settlement Period" and a the "Settlement Date", respectively). (ce) The quantity of Draw Down Shares as to each Draw Down shall be limited to the lesser of: (i) 4.99% of the then-current shares outstanding or (ii) the previous 10-day average trading volume of the Draw Down Shares multiplied by 3. There shall be a minimum of five (5) trading days (or such other number of trading days mutually agreed upon by the Purchaser and the Company) between Draw Downs. (f) There shall be a maximum of fifteen (15) Draw Downs during the term of this Agreement. (g) Each Draw Down Investment Amount will expire on the last trading day of each Draw Down Pricing Period. (h) For each trading day during the "Investment Amount"Draw Down Pricing Period that the VWAP is at or above the Threshold Price, one-eighteenth (1/18th) (or such other fraction based upon the agreed upon Draw Down Pricing Period) of $25,000 and a maximum the Draw Down Investment Amount shall be allocated to purchase Shares at a price equal to the product of (x) the Draw Down Discount Percentage times (y) the VWAP for such day. For each trading day during the Draw Down Pricing Period that the VWAP is less than the Threshold Price, the Purchaser may elect in its sole discretion to allocate 1/18th (or such other fraction based upon the agreed upon Draw Down Pricing Period) of the Draw Down Amount to purchase Shares at the end of such Draw Down Pricing Period at a price equal to the product of (A) the Draw Down Discount Percentage times (B) the Threshold Price. At no time shall the Threshold Price be set below $1,000,000 4.00 unless otherwise agreed upon by the Company and the Purchaser. For avoidance of doubtIf trading in the Company's Common Stock is suspended for any reason for more than three (3) hours in any trading day, at the Purchaser's option, the calculation provided for herein shall be done at the beginning of the Draw Down Pricing Period. (d) The issuance of Draw Down Shares of Common Stock to be issued on each Settlement Date shall subject to the following adjustments: (i) if during any Trading Day during the Draw Down Pricing Period trading price of the Common Stock on the Trading Market is suspended for more than 3 hours, in the aggregate, or if any Trading Day during the Draw Down Pricing Period is shortened because of a public holiday, then such Trading Day shall be withdrawn from deemed to be below the Draw Down Pricing Period; andThreshold Price for that trading day. (ei) The Company must inform the Purchaser via facsimile transmission as to the Investment Amount of the Draw Down Amount the Company wishes to exercise by delivering a draw down notice, in before commencement of trading on the form first trading day of Exhibit B hereto the Draw Down Pricing Period (the "Draw Down Notice"), via facsimile transmission in accordance with Section 8.3. The Draw Down Notice shall also inform the Purchaser of the first day of the Draw Down Pricing Period, which, unless otherwise agreed to in writing by the parties, shall be the first Trading Day following the date such Draw Down Notice is received In addition to (the "Commencement j) On each Settlement Date"). At no time shall the Purchaser be required to purchase more than the maximum Investment Amount for a given Draw Down Pricing Period. On or before any Trading Day that a Draw Down Notice is delivered, the Company shall have filed with deliver the Commission a prospectus supplement pursuant to Rule 424 under the Securities Act setting forth the terms of the Draw Down Notice. Draw Down Notices shall be made no less than 10 Business Days apart, unless otherwise agreed upon by the Company and the Purchaser. (f) On the Trading Day immediately following the last day of the Settlement Period, the Company shall deliver, and the Purchaser shall acknowledge receipt of, a settlement statement (the "Settlement Statement") setting forth the number of Draw Down Shares issuable and the aggregate Purchase Price as to such Settlement Period. On the Settlement Date as to such Draw Down, the Draw Down Shares purchased pursuant to such Settlement Statement shall be delivered to the Depository Trust Company ("DTC") account of the Purchaser, or its designees, as designated by the Purchaser in the Settlement Statement, via DTC's Deposit Withdrawal Agent Commission system ("DWAC"). Upon the Company electronically delivering such Draw Down Shares to the DTC account of the Purchaser, or its designees, via DWAC by 1:00 p.m. ET, the Purchaser shall, on the same day (or the next Business Day if such day is not a Business Day) wire transfer immediately available funds to the Company's bank account, as designated by the Company in the Settlement Statement, for the amount of the aggregate Purchase Price of such Draw Down Shares. Upon the Company electronically delivering the Draw Down Shares to the Purchaser or its designee's DTC account designees via DWAC after 1:00 p.m. ETDWAC, and upon receipt of the Shares, the Purchaser shall wire transfer next day available funds cause payment therefor to be made to the Company's designated account by wire transfer of immediately available funds provided that the Shares are received by the Purchaser no later than 1:00 p.m. (eastern time) or next day available funds if the Shares are received thereafter. (k) If during any Draw Down Pricing Period, the Company with the consent of the Purchaser as provided in Section 4.7 hereof shall issue any shares of Common Stock (other than shares of Common Stock issued under this Agreement or in connection with a Permitted Transaction), the Purchaser may in its sole discretion (i) purchase up to the same number of shares of Common Stock at the price and on such dayterms as the Company issued Shares of Common Stock during such Draw Down Pricing Period, (ii) purchase up to the Draw Down Amount of shares of Common Stock at the applicable Draw Down Discount Percentage times the VWAP for such Draw Down Pricing Period, or (iii) elect not to purchase any Shares during such Draw Down Pricing Period. At The Purchaser shall notify the sole Company of its election on the business day preceding the Settlement Date. (l) If on the Settlement Date, the Company fails to deliver the Shares to be purchased by the Purchaser, and such failure continues for ten (10) trading days, the Company shall pay, in cash or restricted shares of Common Stock, at the option of the Purchaser, the Purchaser may elect to pay any broker fees disclosed in the schedules attached to this Agreement directly to the brokers pursuant to written instructions from any such broker. (g) The Company understands that a delay in the delivery of the Draw Down Shares to the Purchaser beyond the Settlement Date could result in economic loss to the Purchaser. In addition to the Purchaser's other available remedies, the Company shall pay to the Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $1,000 penalty to the Purchaser an amount equal to two percent (2%) of the Draw Down Shares Amount for the initial thirty (based 30) days and each additional thirty (30) day period thereafter until such failure has been cured, which shall be pro rated for such periods less than thirty (30) days (the "Periodic Amount"). Cash payments to be made pursuant to this clause (l) shall be due and payable immediately upon demand in immediately available cash funds. Certificates evidencing the restricted shares of Common Stock shall be delivered immediately upon demand. The parties agree that the Periodic Amount represents a reasonable estimate on the Closing Price part of the Common Stock on parties, as of the applicable Settlement Date) required date of this Agreement, of the amount of damages that may be incurred by the Purchaser if the Company fails to be delivered deliver the Shares on the Settlement Date. If the Purchaser elects to receive shares of Common Stock instead of cash, $100 per Trading Day (increasing to $200 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Settlement Date until such Draw Down Shares are delivered pursuant to this Article VI. Nothing herein shall limit the Purchaser's right to pursue actual damages for the Company's failure to deliver certificates (via DWAC) representing any Securities as required by the Transaction Documents, including but not limited to the cost of any buy-in to the Purchaser, and the Purchaser shall have the right to pursue all remedies available demand registration once within twelve (12) months of the date of issuance of such shares of Common Stock and piggyback registration rights if the Company files a separate registration statement, which piggyback registration rights may be exercised by the Purchaser with respect to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive reliefthree separate registration statements filed by the Company.

Draw Down Terms. Subject to the satisfaction of the conditions set forth in this Agreement, and subject to Section 6.2 below, the parties agree (unless otherwise mutually agreed upon by the parties in writing) as follows: (a) The Company may, in its sole discretion, issue and exercise draw downs against the Commitment a Draw Down Notice (as defined in Section 6.1(h) hereof) for a specified Draw Down Amount (each a "Draw Down") during the Commitment Period, which Draw Downs the Requested. The Purchaser shall be obligated to acceptaccept the Draw Down Notice, subject provided that the Purchaser, in its sole discretion, shall not be obligated to accept more than fifty percent (50%) of the Draw Down Amount Requested and shall have the option to purchase up to one hundred percent (100%) of the Draw Down Amount Requested. Subject to Section 6.1(g) below, the Purchaser shall pay a per Share amount equal to ninety percent (90%) of the average Daily Closing Price during the Draw Down Pricing Period (the “Purchase Price”). Subject to Section 4.7 hereof, the Draw Down Amount Requested shall not exceed four hundred percent (400%) (the “Draw Down Limit”) of the average daily trading volume for the ten (10) Trading Days immediately preceding the Draw Down Exercise Date; provided, however, that if the Company selects a Draw Down Pricing Period that is fewer than ten (10) consecutive Trading Days, the Draw Down Limit shall be reduced in proportion to the terms reduction made to the length of the Draw Down Pricing Period as mutually agreed upon by the Purchaser and conditions the Company. (b) Prior to commencement of this Agreement. Before the Company shall exercise a Draw DownDown Pricing Period, the Company shall have caused a sufficient number of shares of Common Stock to be registered to cover deliver the Draw Down Shares to be issued purchased in connection with such Draw DownDown to the Purchaser. (bc) Only one Draw Down shall be allowed in each Draw Down Pricing Period and any subsequent Period. (d) Each Draw Down shall be settled on the first Trading Day after the end of each Draw Down Pricing Period shall not commence until (the Trading Cushion has elapsed since “Settlement Date”). (e) At the end of the previous each Draw Down Pricing Period. The number of shares of Common Stock purchased , the Purchaser’s total Draw Down commitment under this Agreement shall be reduced by the Purchaser with respect to each Draw Down shall be determined as set forth in Section 6.1(d) herein and settled on the second Trading Day immediately following the end of the applicable Draw Down Pricing period (each such settlement period and each such settlement date shall be referred to as a "Settlement Period" and a "Settlement Date", respectively) (c) The quantity of Draw Down Shares as to each Draw Down shall be limited to the lesser of: (i) 4.99% of the then-current shares outstanding or (ii) the previous 10-day average trading volume total amount of the Draw Down Shares multiplied by 3. There shall be a minimum Draw Down Investment Amount (the "Investment Amount") of $25,000 and a maximum Draw Down Investment Amount of $1,000,000 unless otherwise agreed upon by the Company and the Purchaser. For avoidance of doubt, the calculation provided for herein shall be done at the beginning of the such Draw Down Pricing Period. (df) The issuance of Each Draw Down Shares of Common Stock to be issued on each Settlement Date shall subject to will automatically expire immediately after the following adjustments: (i) if during any last Trading Day during the of each Draw Down Pricing Period trading of Period. (g) If the Common Stock Daily Closing Price on the Trading Market is suspended for more than 3 hours, in the aggregate, or if any a given Trading Day during the Draw Down Pricing Period is shortened because of a public holiday, then such Trading Day shall be withdrawn from in the Draw Down Pricing Period; and , multiplied by ninety percent (e) The Company must inform 90%), is less than the Purchaser as to Threshold Price, then the Investment Amount total amount of the Draw Down Amount Requested will be reduced by 1/10th (or such other fraction based on the Company wishes to exercise by delivering a draw down notice, in the form of Exhibit B hereto (the "Draw Down Notice"), via facsimile transmission in accordance with Section 8.3. The Draw Down Notice shall also inform the Purchaser of the first day length of the Draw Down Pricing Period) and no Shares will be purchased or sold with respect to such Trading Day. (h) As a condition to exercise of any Draw Down, which, unless otherwise agreed the Company must (i) provide a notice to in writing by the parties, shall be Purchaser of the Company’s exercise of any Draw Down via facsimile transmission before commencement of trading on the first Trading Day following the date such Draw Down Notice is received (the "Commencement Date"). At no time shall the Purchaser be required to purchase more than the maximum Investment Amount for a given Draw Down Pricing Period. On or before any Trading Day that a Draw Down Notice is delivered, the Company shall have filed with the Commission a prospectus supplement pursuant to Rule 424 under the Securities Act setting forth the terms of the Draw Down Notice. Pricing Period covered by such notice (the “Draw Down Notices shall be made no less than 10 Business Days apartNotice”), unless otherwise agreed upon by the Company and the Purchaser. (f) On the Trading Day immediately following the last day of the Settlement Period, the Company shall deliver, and the Purchaser shall acknowledge receipt of, a settlement statement (the "Settlement Statement") setting forth the number of Draw Down Shares issuable and the aggregate Purchase Price as to such Settlement Period. On the Settlement Date as to such Draw Down, the Draw Down Shares purchased pursuant to such Settlement Statement shall be delivered to the Depository Trust Company ("DTC") account of the Purchaser, or its designees, as designated by the Purchaser substantially in the Settlement Statement, via DTC's Deposit Withdrawal Agent Commission system form attached hereto as Exhibit G and ("DWAC"). Upon ii) deliver the Company electronically delivering such Draw Down Shares to the DTC account of the Purchaser, or its designees, via DWAC by 1:00 p.m. ET, the Purchaser shall, on the same day (or the next Business Day if such day is not a Business Day) wire transfer immediately available funds to the Company's bank account, as designated by the Company in the Settlement Statement, for the amount of the aggregate Purchase Price of such Draw Down Shares. Upon the Company electronically delivering the Draw Down Shares to the Purchaser or its designee's DTC account designees via DWAC, if the Company is approved for DWAC after 1:00 p.m. ET, in an amount equal to the Draw Down Amount Requested (which amount shall be adjusted in the event that the amount accepted by the Purchaser shall wire transfer next day available funds to the Company's designated account on such day. At the sole election of the Purchaser, the Purchaser may elect to pay any broker fees disclosed in the schedules attached to this Agreement directly to the brokers pursuant to written instructions from any Section 6.1(a) hereof is different that the Draw Down Amount Requested). The date the Company delivers the Draw Down Notice and the Shares in accordance with this Section 6.1(h) shall be a “Draw Down Exercise Date.” The Draw Down Notice shall specify the Draw Down Amount Requested, set the Threshold Price for such broker. (g) The Company understands that a delay in Draw Down and designate the delivery first Trading Day of the Draw Down Shares Pricing Period that the Company wishes to grant to the Purchaser beyond during the Settlement Date could result in economic loss to the Purchaser. In addition to the Purchaser's other available remedies, the Company shall pay to the Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of Draw Down Shares (based on the Closing Price of the Common Stock on the applicable Settlement Date) required to be delivered on the Settlement Date, $100 per Trading Day (increasing to $200 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Settlement Date until such Draw Down Shares are delivered pursuant to this Article VI. Nothing herein shall limit the Purchaser's right to pursue actual damages for the Company's failure to deliver certificates (via DWAC) representing any Securities as required by the Transaction Documents, including but not limited to the cost of any buy-in to the Purchaser, and the Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive reliefPricing Period.

Draw Down Terms. Subject to the satisfaction of the conditions set forth in this Agreement, the parties agree as follows: (a) The Company may, in its sole discretion, issue and exercise draw downs against the Commitment Amount (each a "Draw Down") during the Commitment Period, which Draw Downs the Purchaser shall be obligated to accept, subject to the terms and conditions of this Agreement. Before the Company shall exercise a Draw Down, the Company shall have caused a sufficient number of shares of Common Stock to be registered to cover the resale of the Draw Down Shares to be issued in connection with such Draw Down. (b) Only one Draw Down shall be allowed in each Draw Down Pricing Period and any subsequent Draw Down Pricing Period shall not commence until the Trading Cushion has elapsed since the end of the previous Draw Down Pricing Period. The number of shares of Common Stock purchased by the Purchaser with respect to each Draw Down shall be determined as set forth in Section 6.1(d) herein and herein. Each Draw Down Pricing Period shall be comprised of one settlement period which shall each be comprised of five Trading Days (the "Settlement Period"). Each Draw Down shall be settled on the second Trading Day immediately following the end of the applicable Draw Down Pricing period Settlement Period (each such settlement period and each such settlement date shall be referred to as a "Settlement Period" and a "Settlement Date", respectively). (c) The quantity of Draw Down Shares maximum dollar amount as to each Draw Down shall be limited equal to the lesser of: (i) 4.99A multiplied by B, where A equals a number of shares of Common Stock equal to 200% of the then-current shares outstanding or (ii) the previous 10-day average daily trading volume during the 10 Trading Days immediately prior to the applicable Draw Down Pricing Period and B equals the average of each of the Draw Down Shares multiplied by 3. There shall be a minimum Draw Down Investment Amount VWAPs during such 10 Trading Day period (the "Investment Amount") of $25,000 and a maximum ); provided, however, that no Draw Down Investment Amount of shall exceed $1,000,000 unless 250,000 or such amount that would otherwise agreed upon by cause the Company and Purchaser to exceed the Purchaser. For avoidance of doubt, the calculation provided for herein shall be done at the beginning of the Draw Down Pricing Periodbeneficial ownership limit set forth in Section 4.12. (d) The issuance number of Draw Down Shares shares of Common Stock to be issued on each Settlement Date shall be a number of shares equal to the sum of the quotients (for each Trading Day within the Settlement Period) of (x) 1/5th of the Investment Amount divided by (y) the Purchase Price on each Trading Day within the Settlement Period, subject to the following adjustments: (i) if the VWAP on a given Trading Day is less than the applicable Threshold Price, then such Trading Day shall be withdrawn from the Draw Down Pricing Period and such Draw Down shall be reduced by 1/5th for each such Trading Day withdrawn; and (ii) if during any Trading Day during the Draw Down Pricing Period trading of the Common Stock on the Trading Market is suspended for more than 3 hours, in the aggregate, or if any Trading Day during the Draw Down Pricing Period is shortened because of a public holiday, then such Trading Day shall be withdrawn from the Draw Down Pricing PeriodPeriod and such Draw Down shall be reduced by 1/5th for each such Trading Day withdrawn; and (iii) if during any Trading Day during the Draw Down Pricing Period sales of Draw Down Shares pursuant to the Registration Statement are suspended by the Company for more than three (3) hours, in the aggregate, then such Trading Day shall be withdrawn from the Draw Down Pricing Period and such Draw Down shall be reduced by 1/5th for each such Trading Day withdrawn. Notwithstanding the foregoing, if the closing bid price on the Settlement Date is less than the applicable Threshold Price, then the Company may elect to cancel the Draw Down. (e) The Company must inform the Purchaser as to the Investment Amount of the Draw Down the Company wishes to exercise by delivering a draw down notice, in the form of Exhibit B hereto (the "Draw Down Notice"), via facsimile transmission in accordance with Section 8.3, as to the Investment Amount of the Draw Down the Company wishes to exercise. The Draw Down Notice shall also inform the Purchaser of the first day of the Draw Down Pricing Period, which, unless which shall otherwise agreed to in writing by the parties, shall be the first Trading Day following the date such Draw Down Notice is received (the "Commencement Date"). At no time shall the Purchaser be required to purchase more than the maximum Investment Amount for a given Draw Down Pricing Period. The Company shall have the right to notify the Purchaser that Draw Downs shall be continuous pursuant to a Draw Down Notice until such time that the Company elects to suspend such Draw Down Notice. In the event of a continuous Draw Down Notice, the Company must give at least 2 Trading Days' written notice of suspension to the Purchaser and in no event shall a suspension of a Draw Down occur prior to the end of any pending Draw Down Pricing Periods. On or before any Trading Day that a Draw Down Notice is delivered or notice of suspension of Draw Downs is delivered, the Company shall have filed with the Commission a prospectus supplement pursuant to Rule 424 under the Securities Act setting forth the terms of the Draw Down Notice. Draw Down Notices shall be made no less than 10 Business Days apart, unless otherwise agreed upon by the Company and the PurchaserNotice or suspension notice. (f) On the Trading Day immediately following the last day of the Settlement Period, the Company shall deliver, deliver and the Purchaser shall acknowledge receipt of, a settlement statement (the "Settlement Statement") setting forth the number of Draw Down Shares issuable and the aggregate Purchase Price as to such Settlement Period. On the Settlement Date as to such Draw Down, the Draw Down Shares purchased pursuant to such Settlement Statement shall be delivered to the Depository Trust Company ("DTC") account of the Purchaser, or its designees, as designated by the Purchaser in the Settlement Statement, via DTC's Deposit or Withdrawal Agent Commission at Custodian system ("DWAC"). Upon the Company electronically delivering such Draw Down Shares to the DTC account of the Purchaser, or its designees, via DWAC by 1:00 p.m. ETEastern time, the Purchaser shall, on the same day (or the next Business Day if such day is not a Business Day) wire transfer immediately available funds to the Company's bank account, as designated by the Company in the Settlement Statement, for the amount of the aggregate Purchase Price of such Draw Down Shares. Upon the Company electronically delivering the Draw Down Shares to the Purchaser or its designee's DTC account via DWAC after 1:00 p.m. ETEastern time, the Purchaser shall wire transfer next day available funds to the Company's designated account on such day. At the sole election of the Purchaser, the Purchaser may elect to pay any broker fees disclosed in the schedules attached to this Agreement directly to the brokers pursuant to written instructions from any such broker. (g) The Company understands that a delay in the delivery of the Draw Down Shares to the Purchaser beyond the Settlement Date could result in economic loss to the Purchaser. In addition to the Purchaser's other available remedies, the Company shall pay to the Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of Draw Down Shares (based on the Closing Price of the Common Stock on the applicable Settlement Date) required to be delivered on the Settlement Date, $100 10 per Trading Day (increasing to $200 20 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Settlement Date until such Draw Down Shares are delivered pursuant to this Article VI. Nothing herein shall limit the Purchaser's right to pursue actual damages for the Company's failure to deliver certificates (via DWAC) representing any Securities as required by the Transaction Documents, including but not limited to the cost of any buy-in to the Purchaser, and the Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief.

Draw Down Terms. Subject to the satisfaction of the conditions set forth in this Agreement, the parties agree as follows: (a) The Company Company, may, in its sole discretion, issue and exercise a draw downs against the Commitment Amount down (each a "Draw Down") during the Commitment each Draw Down Pricing Period, which Draw Downs Down the Purchaser shall will be obligated to accept, subject to accept for a period of 11 months commencing immediately after the terms and conditions of this Agreement. Before the Company shall exercise a Draw Down, the Company shall have caused a sufficient number of shares of Common Stock to be registered to cover the Draw Down Shares to be issued in connection with such Draw DownEffective Date. (b) Only one Draw Down shall be allowed in each Draw Down Pricing Period and any subsequent Draw Down Pricing Period Period. The price per share paid by the Purchaser shall not commence until be based on the Average Daily Price on each separate Trading Cushion has elapsed since Day during the end of the previous Draw Down Pricing Period. The number of shares of Common Stock purchased by the Purchaser with respect to each Draw Down shall be determined as set forth in Section 6.1(d) herein and settled on the second Trading Day immediately following the end of the applicable a daily basis during each Draw Down Pricing period Period and settled on, (each such settlement period and each such settlement date shall be referred i) as to as the 1st through the 11th Trading Days after a Draw Down Pricing Period commences (the "First Settlement Period" "), on the 13th Trading Day after a Draw Down Pricing Period commences and (ii) as to the 12th through the 20nd Trading Days after a Draw Down Pricing Period commences (the "Second Settlement Period"), the 22th Trading Day after a Draw Down Pricing Period. (each, a "Settlement Date", respectively) (c) The quantity of Draw Down Shares as to each Draw Down shall be limited to the lesser of: (i) 4.99% of the then-current shares outstanding or (ii) the previous 10-day average trading volume of the Draw Down Shares multiplied by 3. There shall be a minimum Draw Down Investment Amount (the "Investment Amount") of $25,000 and a maximum Draw Down Investment Amount of $1,000,000 unless otherwise agreed upon by the Company " and the PurchaserFirst and Second Settlement Periods collectively referred to as "Settlement Periods"). For avoidance of doubt, the calculation provided for herein shall be done at the beginning of the In connection with each Draw Down Pricing Period. (d) The issuance , the Company may set the Threshold Price, but in no event shall the Threshold Price be set below $.75 without express written consent of Draw Down Shares of Common Stock to be issued Purchaser. If the Average Daily Price on each Settlement Date shall subject to the following adjustments: (i) if during any Trading Day during the Draw Down Pricing Period trading of the Common Stock on the Trading Market is suspended for more than 3 hours, in the aggregate, or if any Trading Day during day within the Draw Down Pricing Period is shortened because of a public holiday, then such Trading Day shall be withdrawn from the Draw Down Pricing Period; and (e) The Company must inform the Purchaser as to the Investment Amount of the Draw Down the Company wishes to exercise by delivering a draw down notice, in the form of Exhibit B hereto (the "Draw Down Notice"), via facsimile transmission in accordance with Section 8.3. The Draw Down Notice shall also inform the Purchaser of the first day of the Draw Down Pricing Period, which, unless otherwise agreed to in writing by the parties, shall be the first Trading Day following the date such Draw Down Notice is received (the "Commencement Date"). At no time shall the Purchaser be required to purchase more less than the maximum Investment Amount for a given Draw Down Pricing Period. On or before any Trading Day that a Draw Down Notice is deliveredThreshold Price, the Company shall have filed with the Commission a prospectus supplement pursuant to Rule 424 under the Securities Act setting forth the terms of the Draw Down Notice. Draw Down Notices shall be made no less than 10 Business Days apart, unless otherwise agreed upon by the Company and the Purchaser. (f) On the Trading Day immediately following the last day of the Settlement Period, the Company shall deliver, not sell and the Purchaser shall acknowledge receipt ofnot be obligated to purchase the Shares otherwise to be purchased for such day. (c) The minimum Draw Down shall be $100,000 and the maximum Draw Down shall be $200,000; provided, a settlement statement however, the maximum dollar amount of each Draw Down during any Draw Down Pricing Period shall be limited pursuant to the following formula: Average Stock Price: Average of the Average Daily Prices for the 45 Trading Days prior to the Draw Down Notice date. Average Trading Volume: Average daily trading volume for the 45 Trading Days prior to the Draw Down Notice date. Maximum dollar amount of each Draw Down: 20% of (Average Stock Price x (Average Trading Volume x 20)); provided, further, however, subject to the foregoing the maximum dollar amount of the Initial Draw Down shall be $400,000 (the "Settlement Statement") setting forth the number of Draw Down Shares issuable and the aggregate Purchase Price as to such Settlement Period. On the Settlement Date as to such Initial Draw Down, the Draw Down Shares purchased pursuant to such Settlement Statement shall be delivered to the Depository Trust Company ("DTC") account of the Purchaser, or its designees, as designated by the Purchaser in the Settlement Statement, via DTC's Deposit Withdrawal Agent Commission system ("DWAC"). Upon the Company electronically delivering such Draw Down Shares to the DTC account of the Purchaser, or its designees, via DWAC by 1:00 p.m. ET, the Purchaser shall, on the same day (or the next Business Day if such day is not a Business Day) wire transfer immediately available funds to the Company's bank account, as designated by the Company in the Settlement Statement, for the amount of the aggregate Purchase Price of such Draw Down Shares. Upon the Company electronically delivering the Draw Down Shares to the Purchaser or its designee's DTC account via DWAC after 1:00 p.m. ET, the Purchaser shall wire transfer next day available funds to the Company's designated account on such day. At the sole election of the Purchaser, the Purchaser may elect to pay any broker fees disclosed in the schedules attached to this Agreement directly to the brokers pursuant to written instructions from any such broker. (g) The Company understands that a delay in the delivery of the Draw Down Shares to the Purchaser beyond the Settlement Date could result in economic loss to the Purchaser. In addition to the Purchaser's other available remedies, the Company shall pay to the Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of Draw Down Shares (based on the Closing Price of the Common Stock on the applicable Settlement Date) required to be delivered on the Settlement Date, $100 per Trading Day (increasing to $200 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Settlement Date until such Draw Down Shares are delivered pursuant to this Article VI. Nothing herein shall limit the Purchaser's right to pursue actual damages for the Company's failure to deliver certificates (via DWAC) representing any Securities as required by the Transaction Documents, including but not limited to the cost of any buy-in to the Purchaser, and the Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief.

Draw Down Terms. Subject to the satisfaction --------------- of the conditions set forth in this Agreement, the parties agree as follows: (a) The Company Company, may, in its sole discretion, issue and exercise a draw downs against the Commitment Amount down (each a "Draw Down") during the Commitment each Draw Down Pricing Period, which Draw Downs Down the Purchaser shall will be obligated to accept, subject to accept for a period of 20 months commencing immediately after the terms and conditions of this Agreement. Before Effective Date (the Company shall exercise a Draw Down, the Company shall have caused a sufficient number of shares of Common Stock to be registered to cover the Draw Down Shares to be issued in connection with such Draw Down"Commitment Period"). (b) Only one Draw Down shall be allowed in each Draw Down Pricing Period and any subsequent Period. There shall be at least five (5) Trading Days between Draw Down Pricing Period shall not commence until the Trading Cushion has elapsed since the end of the previous Draw Down Pricing PeriodPeriods. The number of shares of Common Stock purchased by the Purchaser with respect to each Draw Down shall be determined as set forth in Section 6.1(d) herein and settled on on, (i) as to the second 1st through the 11th Trading Day immediately following the end of the applicable Days after a Draw Down Pricing period Period commences (each such settlement period and each such settlement date shall be referred to as a the "First Settlement Period" "), on the 13th Trading Day after a Draw Down Pricing Period commences and (ii) as to the 12th through the 22nd Trading Days after a Draw Down Pricing Period commences (the "Second Settlement Period"), the 24th Trading Day after a Draw Down Pricing Period. (each, a "Settlement Date" and the First and Second Settlement Periods collectively referred to as "Settlement Periods"). In connection with each Draw Down Pricing Period, respectively)the Company may set the Threshold Price in the Draw Down Notice. (c) The quantity of minimum Investment Amount for any Draw Down Shares shall be $50,000 and the maximum Investment Amount as to each Draw Down shall be limited to the lesser of: of (i) 4.99$500,000, and (ii) 4.5% of the then-current shares outstanding or average of the VWAPs for the Common Stock for the sixty (ii60) calendar day period immediately prior to the previous 10-day average applicable Commencement Date (defined below) multiplied by the total trading volume in respect of the Draw Down Shares multiplied by 3. There shall be a minimum Draw Down Investment Amount Common Stock for the sixty (the "Investment Amount"60) of $25,000 and a maximum Draw Down Investment Amount of $1,000,000 unless otherwise agreed upon by the Company and the Purchaser. For avoidance of doubt, the calculation provided for herein shall be done at the beginning of the Draw Down Pricing Periodcalendar day period immediately prior to such Commencement Date. (d) The issuance number of Draw Down Shares of Common Stock to be issued on each Settlement Date shall be a number of shares equal to the sum of the quotients (for each trading day within the Settlement Period) of (x) 1/22nd of the Investment Amount and (y) the Purchase Price on each Trading Day within the Settlement Period, subject to the following adjustments: (i) if during any the VWAP on a given Trading Day during is less than the Draw Down Pricing Period Threshold Price, then the Investment Amount will be reduced by 1/22nd and that day shall be withdrawn from the Settlement Period; and (ii) trading of the Common Stock on the Trading Principal Market is suspended for more than 3 three (3) hours, in the aggregate, or if on any Trading Day during the Draw Down Pricing Period is shortened because of a public holidaySettlement Period, then such Trading Day the Investment Amount shall be reduced by 1/22nd and that day shall be withdrawn from the Draw Down Pricing applicable Settle- ment Period; and. (e) The Company must inform the Purchaser as to the Investment Amount of the Draw Down the Company wishes to exercise by delivering a draw down notice, in the form of Exhibit B EXHIBIT D hereto (the "Draw Down Notice"), via facsimile transmission in accordance with Section 8.3. The 9.4 as to the amount of the Draw Down Notice shall also inform (the Purchaser of "Investment Amount") the Company wishes to exercise, before the first day of the Draw Down Pricing Period, which, unless otherwise agreed to in writing by the parties, shall be the first Trading Day following the date such Draw Down Notice is received Period (the "Commencement Date"). If the Commencement Date is to be the date of the Draw Down Notice, the Draw Down Notice must be delivered to and receipt confirmed by the Purchaser at least one hour before trading commences on such date. At no time shall the Purchaser be required to purchase more than the maximum Investment Amount Draw Down amount for a given Draw Down Pricing Period. On or before any Trading Day Period so that a if the Company chooses not to exercise the maximum permitted Draw Down Notice is delivered, the Company shall have filed with the Commission in a prospectus supplement pursuant to Rule 424 under the Securities Act setting forth the terms of the given Draw Down Notice. Pricing Period the Purchaser is not obligated to and shall not purchase more than the scheduled maximum amount in a subsequent Draw Down Notices shall be made no less than 10 Business Days apart, unless otherwise agreed upon by the Company and the PurchaserPricing Period. (f) On the Trading Day immediately following the last day of the or before each Settlement PeriodDate, the Company shall deliver, and Shares purchased by the Purchaser shall acknowledge receipt of, a settlement statement (the "Settlement Statement") setting forth the number of Draw Down Shares issuable and the aggregate Purchase Price as to such Settlement Period. On the Settlement Date as to such Draw Down, the Draw Down Shares purchased pursuant to such Settlement Statement shall be delivered to the The Depository Trust Company ("DTC") account of the Purchaser, Purchaser or its designees, as designated by designees via the Purchaser in the Settlement Statement, via DTC's Deposit Withdrawal Agent Commission system ("DWAC"). Upon the Company electronically delivering such Draw Down Shares to the DTC account of the Purchaser, or its designees, via DWAC by 1:00 p.m. ET, the Purchaser shall, on the same day (or the next Business Day if such day is not a Business Day) wire transfer immediately available funds to the Company's bank account, as designated system upon receipt by the Company in the Settlement Statement, Escrow Agent of payment for the amount of the aggregate Purchase Price of such Draw Down Shares. Upon the Company electronically delivering the Draw Down Shares into the Escrow Agent's master escrow account as provided in the Escrow Agreement. The Escrow Agent shall be directed to pay the purchase price to the Purchaser or its designeeCompany, net of Seven Hundred Fifty Dollars ($750) as escrow expenses to the Escrow Agent and any additional fees as set forth in the Escrow Agreement. The delivery of the Shares into the Purchaser's DTC account via DWAC after 1:00 p.m. ET, the Purchaser in exchange for payment therefor shall wire transfer next day available funds be referred to the Company's designated account on such day. At the sole election of the Purchaser, the Purchaser may elect to pay any broker fees disclosed in the schedules attached to this Agreement directly to the brokers pursuant to written instructions from any such brokerherein as "Settlement". (g) The Company understands that a delay in the delivery of the Draw Down Shares to the Purchaser beyond the Settlement Date could result in economic loss to the Purchaser. In addition to the Purchaser's other available remedies, the Company shall pay to the Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of Draw Down Shares (based on the Closing Price of the Common Stock on the applicable Settlement Date) required to be delivered on the Settlement Date, $100 per Trading Day (increasing to $200 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Settlement Date until such Draw Down Shares are delivered pursuant to this Article VI. Nothing herein shall limit the Purchaser's right to pursue actual damages for the Company's failure to deliver certificates (via DWAC) representing any Securities as required by the Transaction Documents, including but not limited to the cost of any buy-in to the Purchaser, and the Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief.

Draw Down Terms. Subject to the satisfaction of the conditions set forth in this Agreement, the parties agree as follows: (a) The Company may, in its sole discretion, issue and exercise draw downs against the Commitment Amount (each a "Draw Down") during the Commitment Period, which Draw Downs the Purchaser shall be obligated to accept, subject to the terms and conditions of this Agreement. Before the Company shall exercise a Draw Down, the Company shall have caused a sufficient number of shares of Common Stock to be registered to cover the Draw Down Shares to be issued in connection with such Draw Downherein. (b) Only one Draw Down shall be allowed in each Draw Down Pricing Period and any subsequent Period. There shall be a minimum of 3 Trading Days between Draw Down Pricing Period shall not commence until the Trading Cushion has elapsed since the end of the previous Draw Down Pricing PeriodPeriods. The number of shares of Common Stock purchased by the Purchaser with respect to each Draw Down shall be determined as set forth in Section 6.1(d5.1(e) herein. The Draw Down Pricing Period shall be divided into settlement periods (each, a "Settlement Period"). Notwithstanding anything herein to the contrary, if the Draw Down Pricing Period consists of less than 12 Trading Days, the Draw Down Pricing Period shall be the same number of Trading Days as the Draw Down Pricing Period. If the Draw Down Pricing Period is equal to or greater than 12 Trading Days, the Draw Down Pricing Period shall consist of 2 Settlement Periods determined as follows: if the number of Trading Days in the Draw Down Pricing Period is even, the number of Trading Days in each Settlement Period shall be equal. If the number of Trading Days in the Draw Down Pricing Period is odd, then the first Settlement Period shall have one more Day than the second Settlement Period. Delivery of the Draw Down Shares purchased as to a Settlement Period and settled payment therefore shall occur on or prior to the second Trading Day immediately following the end of after the applicable Draw Down Pricing period Settlement Period (each such settlement period and each such settlement date shall be referred to as a "Settlement Period" and a the "Settlement Date", respectively). (c) The quantity of In connection with each Draw Down Shares Pricing Period, the Company shall set the Threshold Price in the Draw Down Notice. During any Draw Down Pricing Period, the Company may provide notice to the Purchaser that it elects to increase or decrease the Threshold Price, provided that such amended Threshold Price shall only be effective as to the Trading Days in a Draw Down Pricing Period occurring 1 Trading Day after such notice is properly delivered to the Purchaser, except that such amended Threshold Price shall be effective as of the date of such notice if such notice is delivered to and receipt confirmed by the Purchaser at least 1 hour before trading commences on such date. Notwithstanding anything herein to the contrary, the Company shall be precluded from amending the Threshold Price during an Over Investment Amount Period (as defined in Section 5.1(d) below) if the increased Investment Amount for the Trading Days remaining in the Draw Down Pricing Period exceeds the pro-rata maximum Investment Amount for such Trading Days as such maximum would be determined on the applicable Commencement Date. (d) The minimum Investment Amount for any Draw Down shall be $10,000 and the maximum Investment Amount as to each Draw Down shall be limited equal to [Pricing Days]/20 multiplied by 7.5% of the EQY weighted average price field (as reported on Bloomberg Financial L.P. using the BLPH function) for the Common Stock for the 60 calendar day period immediately prior to the lesser of: applicable Commencement Date (defined below) multiplied by the total trading volume in respect of the Common Stock for such period. Notwithstanding anything herein to the contrary, (i) 4.99the Company may request an Investment Amount that exceeds the maximum Investment Amount set forth above provided that the Threshold Price for the applicable Draw Down Pricing Period exceeds 80% of the then-current shares outstanding or average of the 5 VWAPs immediately prior to the date the applicable Draw Down Notice is delivered, and (ii) during a Draw Down Pricing Period, the previous 10-day average trading volume of Company may increase the Investment Amount as to the Trading Days remaining in the Draw Down Shares multiplied by 3. There Pricing Period after such notice is delivered (such amended price shall be a minimum Draw Down effective as to the date of such notice if such notice is delivered to and receipt confirmed by the Purchaser at least 1 hour before trading commences on such date) to an amount that exceeds the maximum Investment Amount (as set forth above) as to such Draw Down Pricing Period as determined on the "Commencement Date by delivering to the Purchaser written notice stating the amount by which the Company increases to Investment Amount") of $25,000 and , provided, however, such notice also stipulates a maximum Draw Down Investment Amount of $1,000,000 unless otherwise agreed upon by Threshold Price for the Company and the Purchaser. For avoidance of doubt, the calculation provided for herein shall be done at the beginning remaining portion of the Draw Down Pricing PeriodPeriod that exceeds 80% of the average of the 5 VWAPs immediately prior to the date such notice is delivered (such periods in (i) and (ii) above, "Over Investment Amount Periods"). (de) The issuance number of Draw Down Shares of Common Stock to be issued on each Settlement Date shall be a number of shares equal to the sum of the quotients (for each trading day within the Settlement Period) of (x) 1/[Pricing Days] of the Investment Amount allocated to a Trading Day within the Settlement Period, and (y) the Purchase Price on such Trading Day, subject to the following adjustments: (i) if the VWAP on a given Trading Day is less than the Threshold Price, then that portion of the Investment Amount to be paid on the immediately pending Settlement Date shall be reduced by 1/[Pricing Days] of the applicable Investment Amount and such Trading Day shall be withdrawn from the Settlement Period; (ii) if during any Trading Day during the Draw Down Pricing Settlement Period trading of the Common Stock on the Trading Principal Market is suspended for more than 3 three (3) hours, in the aggregate, or if any Trading Day during the Draw Down Pricing Settlement Period is shortened because of a public holiday, then that portion of the Investment Amount to be paid on the immediately pending Settlement Date shall be reduced by 1/[Pricing Days] of the applicable Investment Amount and such Trading Day shall be withdrawn from the Draw Down Pricing Settlement Period; and (eiii) if during any Trading Day during the Settlement Period sales of Draw Down Shares pursuant to the Registration Statement are suspended by the Company in accordance with Sections 3(j) or 5(e) of the Registration Rights Agreement for more than three (3) hours, in the aggregate, during the Settlement Period, then that portion of the Investment Amount to be paid on the immediately pending Settlement Date shall be reduced by 1/[Pricing Days] of the applicable Investment Amount and such Trading Day shall be withdrawn from the Settlement Period. (f) The Company must inform the Purchaser as to the Investment Amount of the Draw Down the Company wishes to exercise by delivering a draw down notice, in the form of Exhibit B D hereto (the "Draw Down Notice"), via facsimile transmission in accordance with Section 8.3. The 8.4 as to the amount of the Draw Down Notice shall also inform (the Purchaser "Investment Amount") the Company wishes to exercise and the number of Trading Days in the Draw Down Pricing Period ("Pricing Days"), before the first day of the Draw Down Pricing Period, which, unless otherwise agreed to in writing by the parties, shall be the first Trading Day following the date such Draw Down Notice is received Period (the "Commencement Date"). At Notwithstanding anything herein to the contrary, in no event shall the Company deliver a Draw Down Notice with a number of Pricing Days as to any Draw Down Pricing Period that is less than 2 Trading Days or more than 20 Trading Days. If the Commencement Date is to be the date of the Draw Down Notice, the Draw Down Notice must be delivered to and receipt confirmed by the Purchaser at least one (1) hour before trading commences on such date. Unless during an Over Investment Amount Period, at no time shall the Purchaser be required to purchase more than the maximum Investment Amount for a given Draw Down Pricing Period. On or before any Trading Day that ; in other words, if the Company chooses not to exercise the maximum Investment Amount in a given Draw Down Notice Pricing Period the Purchaser is delivered, not obligated to and shall not purchase more than the Company shall have filed with the Commission scheduled maximum Investment Amount in a prospectus supplement pursuant to Rule 424 under the Securities Act setting forth the terms of the subsequent Draw Down Notice. Draw Down Notices shall be made no less than 10 Business Days apart, Pricing Period unless otherwise agreed upon by the Company and the Purchasersuch period is an Over Investment Amount Period. (f) On the Trading Day immediately following the last day of the Settlement Period, the Company shall deliver, and the Purchaser shall acknowledge receipt of, a settlement statement (the "Settlement Statement") setting forth the number of Draw Down Shares issuable and the aggregate Purchase Price as to such Settlement Period. On the Settlement Date as to such Draw Down, the Draw Down Shares purchased pursuant to such Settlement Statement shall be delivered to the Depository Trust Company ("DTC") account of the Purchaser, or its designees, as designated by the Purchaser in the Settlement Statement, via DTC's Deposit Withdrawal Agent Commission system ("DWAC"). Upon the Company electronically delivering such Draw Down Shares to the DTC account of the Purchaser, or its designees, via DWAC by 1:00 p.m. ET, the Purchaser shall, on the same day (or the next Business Day if such day is not a Business Day) wire transfer immediately available funds to the Company's bank account, as designated by the Company in the Settlement Statement, for the amount of the aggregate Purchase Price of such Draw Down Shares. Upon the Company electronically delivering the Draw Down Shares to the Purchaser or its designee's DTC account via DWAC after 1:00 p.m. ET, the Purchaser shall wire transfer next day available funds to the Company's designated account on such day. At the sole election of the Purchaser, the Purchaser may elect to pay any broker fees disclosed in the schedules attached to this Agreement directly to the brokers pursuant to written instructions from any such broker. (g) The Company understands that a delay in the delivery of the Draw Down Shares to the Purchaser beyond the Settlement Date could result in economic loss to the Purchaser. In addition to the Purchaser's other available remedies, the Company shall pay to the Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of Draw Down Shares (based on the Closing Price of the Common Stock on the applicable Settlement Date) required to be delivered on the Settlement Date, $100 per Trading Day (increasing to $200 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Settlement Date until such Draw Down Shares are delivered pursuant to this Article VI. Nothing herein shall limit the Purchaser's right to pursue actual damages for the Company's failure to deliver certificates (via DWAC) representing any Securities as required by the Transaction Documents, including but not limited to the cost of any buy-in to the Purchaser, and the Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief.

Draw Down Terms. Subject to the satisfaction of the conditions set forth in this Agreement, and subject to Section 6.3 below, the parties agree as follows: (a) The Company may, in its sole discretion, issue a Draw Down Notice (as defined in Section 6.1(j) hereof) for a specified Draw Down Amount Requested of up to (i) $6,000,000 if the Threshold Price for the Draw Down Amount as set forth in such Draw Down Notice is equal to or greater than $20.00 and exercise draw downs against less than $35.00, (ii) $8,000,000 if the Commitment Threshold Price for the Draw Down Amount as set forth in such Draw Down Notice is equal to or greater than $35.00 or (each a "Draw Down"iii) during such other amount mutually agreed upon by the Commitment PeriodPurchaser and the Company, which Draw Downs Down the Purchaser shall will be obligated to accept, subject to . The date the terms and conditions Company issues any Draw Down Notice in accordance with this Section 6.1 shall be a "Draw Down Exercise Date" for purposes of this Agreement. Before the Company shall exercise a Draw Down. (b) Subject to Section 6.1(i) below, the Company shall have caused a sufficient number of shares of Common Stock to be registered to cover the Draw Down Shares to be issued by the Company to the Purchaser in connection with each Draw Down shall be equal to the sum of the quotients (for each Trading Day of the Draw Down Pricing Period for which the VWAP equals or exceeds the Threshold Price) of (x) 1/18th (or such other fraction based on the length of the Draw DownDown Pricing Period) of the Draw Down Amount divided by (y) the specified percentage of the VWAP set forth in Section 6.1(k) hereof or such other percentage mutually agreed upon by the Purchaser and the Company (the "DRAW DOWN DISCOUNT PRICE") of the Common Stock. (bc) Only one Draw Down shall be allowed in each Draw Down Pricing Period and any subsequent Draw Down Pricing Period shall not commence until the Trading Cushion has elapsed since the end of the previous Draw Down Pricing Period. The number of shares of Common Stock purchased by the Purchaser with respect to each . (d) Each Draw Down shall be determined as set forth in Section 6.1(d) herein and settled on the second Trading Day immediately following after the end of the applicable each Draw Down Pricing period Period (each such settlement period and each such settlement date shall be referred to as a the "Settlement Period" and a SETTLEMENT DATE"Settlement Date", respectively). (ce) The quantity of Draw Down Shares as to each Draw Down shall be limited to the lesser of: (i) 4.99% of the then-current shares outstanding or (ii) the previous 10-day average trading volume of the Draw Down Shares multiplied by 3. There shall be a minimum of five (5) Trading Days between the end of a Draw Down Investment Amount Pricing Period and the commencement of the next Draw Down Pricing Period, unless otherwise mutually agreed upon between the Purchaser and the Company. (the "Investment Amount"f) of $25,000 and There shall be a maximum of thirty-six (36) Draw Downs during the Investment Period. (g) At the end of each Draw Down Investment Pricing Period, the Purchaser's total Draw Down commitment under this Agreement (which equals $149,000,000 as of the Effective Date) shall be reduced by the total amount of the Draw Down Amount and the Call Option Amount, if any, for such Draw Down Pricing Period. (h) Each Draw Down will automatically expire immediately after the last Trading Day of each Draw Down Pricing Period. (i) If the VWAP on a given Trading Day in the Draw Down Pricing Period is less than the Threshold Price, then the total amount of the Draw Down Amount Requested will be reduced by 1/18th (or such other fraction based on the length of the Draw Down Pricing Period) and no Shares will be purchased or sold with respect to such Trading Day, except as provided below. At no time shall the Threshold Price be set below twenty dollars ($1,000,000 20.00) unless otherwise agreed upon by the Company and the Purchaser. For avoidance of doubtIf trading in the Common Stock is suspended for any reason for more than three (3) hours in any Trading Day, the calculation provided for herein shall be done price of the Common Stock may, at the beginning Purchaser's option, be deemed to be below the Threshold Price for that Trading Day. For each Trading Day during a Draw Down Pricing Period that the VWAP is below the Threshold Price, the Purchaser may elect in its sole discretion to purchase the Common Stock at the Threshold Price multiplied by the applicable percentage set forth in Section 6.1(k) at the end of such Draw Down Pricing Period. The Purchaser will inform the Company via facsimile transmission no later than 8:00 p.m. (New York time) on the last Trading Day of such Draw Down Pricing Period as to the number of Shares, if any, the Purchaser chooses to purchase under such circumstances. (j) As a condition to exercise of any Draw Down, the Company must provide a notice to the Purchaser of the Company's exercise of any Draw Down via facsimile transmission before commencement of trading on the first Trading Day of the Draw Down Pricing Period. Period covered by such notice (d) the "DRAW DOWN NOTICE"), substantially in the form attached hereto as Exhibit D. The issuance of Draw Down Shares Notice shall specify the Draw Down Amount Requested, set the Threshold Price for such Draw Down, designate the first Trading Day of Common Stock the Draw Down Pricing Period and specify the Call Option(s), if any, that the Company wishes to be issued on each Settlement Date shall subject grant to the following adjustments: (i) if during any Trading Day Purchaser during the Draw Down Pricing Period trading of and the Common Stock on the Trading Market is suspended applicable Threshold Price for more than 3 hours, in the aggregate, or if any Trading Day during the Draw Down Pricing Period is shortened because of a public holiday, then such Trading Day shall be withdrawn from the Draw Down Pricing Period; and (e) The Company must inform the Purchaser as to the Investment Amount of the Draw Down the Company wishes to exercise by delivering a draw down notice, in the form of Exhibit B hereto Call Option (the "Draw Down Notice"), via facsimile transmission in accordance with Section 8.3. The Draw Down Notice shall also inform the Purchaser of the first day of the Draw Down Pricing Period, which, unless otherwise agreed to in writing by the parties, shall be the first Trading Day following the date such Draw Down Notice is received (the "Commencement DateCALL OPTION THRESHOLD PRICE"). At Unless the Company and the Purchaser mutually agree otherwise, at no time shall the Purchaser be required to purchase more than $8,000,000 of the maximum Investment Amount Common Stock for a given Draw Down Pricing Period. On Period (excluding the Common Stock purchased pursuant to a Call Option). (k) With respect to any Draw Down, if the Market Capitalization is equal to or before any Trading Day that a above $1 billion, the Draw Down Notice Discount Price shall be 96.00% of the VWAP. If the Market Capitalization is deliveredbelow $1 billion and equal to or above $750 million, the Draw Down Discount Price shall be 95.50% of the VWAP. If the Market Capitalization is below $750 million and equal to or above $500 million, the Draw Down Discount Price shall be 95.00% of the VWAP. From $500 million to $300 million, for each $100 million decrease in Market Capitalization, the Draw Down Discount Price shall be decreased by 0.50% incrementally. (l) On each Settlement Date, the Company shall have filed with deliver the Commission a prospectus supplement pursuant to Rule 424 under the Securities Act setting forth the terms of the Draw Down Notice. Draw Down Notices shall be made no less than 10 Business Days apart, unless otherwise agreed upon by the Company and the Purchaser. (f) On the Trading Day immediately following the last day of the Settlement Period, the Company shall deliver, and the Purchaser shall acknowledge receipt of, a settlement statement (the "Settlement Statement") setting forth the number of Draw Down Shares issuable and the aggregate Purchase Price as to such Settlement Period. On the Settlement Date as to such Draw Down, the Draw Down Shares purchased pursuant to such Settlement Statement shall be delivered to the Depository Trust Company ("DTC") account of the Purchaser, or its designees, as designated by the Purchaser in the Settlement Statement, via DTC's Deposit Withdrawal Agent Commission system ("DWAC"). Upon the Company electronically delivering such Draw Down Shares to the DTC account of the Purchaser, or its designees, via DWAC by 1:00 p.m. ET, the Purchaser shall, on the same day (or the next Business Day if such day is not a Business Day) wire transfer immediately available funds to the Company's bank account, as designated by the Company in the Settlement Statement, for the amount of the aggregate Purchase Price of such Draw Down Shares. Upon the Company electronically delivering the Draw Down Shares to the Purchaser or its designee's DTC account designees via DWAC after 1:00 p.m. ETDWAC, the Purchaser shall wire transfer next day available funds against payment therefor to the Company's designated account by wire transfer of immediately available funds, provided that the Shares are received by the Purchaser no later than 1:00 p.m. (New York time), or of next day available funds if the Shares are received thereafter. In certain circumstances and as set forth in Section 9.1(b), a failure by the Company to deliver such Shares may result in the payment of liquidated damages by the Company to the Purchaser. (m) If during a Draw Down Pricing Period the Company elects to reduce the number of Trading Days in such Draw Down Pricing Period, the Company will notify the Purchaser before commencement of trading on any Trading Day (a "SECTION 6.1(m) NOTICE") and the last Trading Day of such day. At Draw Down Pricing Period shall be the sole election Trading Day preceding the receipt of the Section 6.1(m) Notice; provided, however, that if the Company delivers the Section 6.1(m) Notice during trading hours on a Trading Day, then the last Trading Day of such Draw Down Pricing Period shall be the Trading Day on which the Section 6.1(m) Notice was received by the Purchaser. The Purchaser will purchase the Truncated Draw Down Allocation Amount for each of the Trading Days prior to receipt of the Section 6.1(m) Notice, for an aggregate purchase price determined in accordance with clauses (b) and (i) of this Section 6.1. In addition, the Purchaser may, at its option, elect to purchase Shares in an additional dollar amount equal to the product of the Draw Down Amount Requested, first multiplied by (x) a fraction, the numerator of which equals one (1) and the denominator of which equals eighteen (18) or such other number of Trading Days in such Draw Down Pricing Period as the parties may have mutually agreed upon with respect to such Draw Down Pricing Period (eighteen or such other mutually agreed upon number being referred to herein as the "Trading Day Number"), and next mutiplied by (y) that number that is equal to the Trading Day Number minus the number of Trading Days in the reduced Draw Down Pricing Period. The price per share for such additional dollar amount shall equal (i) the aggregate total of Truncated Draw Down Allocation Amounts during the reduced Draw Down Pricing Period divided by (ii) the number of Shares to be purchased during such reduced Draw Down Pricing Period. Upon receipt of the Section 6.1(m) Notice, the Purchaser may (x) elect to pay any broker fees disclosed in the schedules attached to this Agreement directly to the brokers pursuant to written instructions from any such broker. (g) The Company understands that a delay in the delivery of the Draw Down Shares to the Purchaser beyond the Settlement Date could result in economic loss to the Purchaser. In addition to the Purchaser's other available remedies, the Company shall pay to the Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of Draw Down Shares (based on the Closing Price of purchase the Common Stock at the Threshold Price for any Trading Day that the VWAP was below the Threshold Price during the reduced Draw Down Pricing Period in accordance with Section 6.1(i) hereof, (y) elect to purchase the Common Stock in the additional amount as set forth in the preceding paragraph of this Section 6.1(m), and (z) elect to exercise any unexercised Call Options (for a Call Option Amount not in excess of $1,000,000) by issuing a Call Option Notice to the Company, in each such case, no later than 10:00 a.m. (New York time) on the applicable Settlement Date) required to be delivered on the Settlement Date, $100 per Trading Day (increasing to $200 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each first Trading Day after the Settlement Date until such end of the reduced Draw Down Shares are delivered pursuant to this Article VIPricing Period. Nothing herein The exercise price of the Call Option shall limit be based on the Purchaser's right to pursue actual damages for VWAP on the Company's failure to deliver certificates last Trading Day of the reduced Draw Down Pricing Period (via DWACin lieu of the VWAP as specified in clause (A) representing any Securities as required by the Transaction Documents, including but not limited to the cost of any buy-Section 6.2(b) hereof) and otherwise determined in to the Purchaser, and the Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive reliefaccordance with Section 6.2(b) hereof.

Draw Down Terms. Subject to the satisfaction of the conditions set forth in this Agreement, the parties agree as follows: (a) The Company Company, may, in its sole discretion, issue a Draw Down Notice with respect to up to (i) $8,000,000 if the Threshold Price is equal to or exceeds $6.00; and exercise draw downs against (ii) if the Commitment Amount Threshold Price is less than $6.00, such other amount, and under such terms, that are negotiated in good faith and mutually agreed upon by the Purchaser and the Company (each a "Draw DownDRAW DOWN") during the Commitment any Draw Down Pricing Period, each of which Draw Downs the Purchaser shall will be obligated to accept, subject . Prior to the terms and conditions of this Agreement. Before the Company shall exercise a issuing any Draw DownDown Notice, the Company shall have caused a sufficient number of shares of Common Stock to be registered to cover Shares representing at least the Draw Down Amount registered under the Registration Statement. (b) The number of Shares to be issued in connection with each Draw Down shall be equal to the sum of the quotients (for each trading day of the Draw Down Pricing Period for which the VWAP equals or exceeds the Threshold Price) of (x) 1/15th (or such other fraction based upon the agreed upon Draw DownDown Pricing Period) of the Draw Down Amount divided by (y) the applicable Draw Down Discount Percentage multiplied by the VWAP for such day. (bc) Only one Draw Down shall be allowed in each Draw Down Pricing Period and any subsequent Draw Down Pricing Period shall not commence until the Trading Cushion has elapsed since the end of the previous Draw Down Pricing Period. . (d) The number of shares of Common Stock Shares purchased by the Purchaser with respect to each Draw Down shall be determined as set forth in Section 6.1(d) herein on a daily basis during each Draw Down Pricing Period and settled on the second Trading Day immediately business day following the end of the applicable each Draw Down Pricing period Period (each such settlement period and each such settlement date shall be referred to as a the "Settlement Period" and a SETTLEMENT DATE"Settlement Date", respectively). (ce) The quantity of Draw Down Shares as to each Draw Down shall be limited to the lesser of: (i) 4.99% of the then-current shares outstanding or (ii) the previous 10-day average trading volume of the Draw Down Shares multiplied by 3. There shall be a minimum of five (5) trading days (or such other number of trading days mutually agreed upon by the Purchaser and the Company) between Draw Downs. (f) There shall be a maximum of fourteen (14) Draw Downs during the term of this Agreement. (g) Each Draw Down Investment Amount will expire on the last trading day of each Draw Down Pricing Period. (h) For each trading day during the "Investment Amount"Draw Down Pricing Period that the VWAP is at or above the Threshold Price, one-fifteenth (1/15th) (or such other fraction based upon the agreed upon Draw Down Pricing Period) of $25,000 and a maximum the Draw Down Investment Amount shall be allocated to purchase Shares at a price equal to the product of (x) the Draw Down Discount Percentage times (y) the VWAP for such day. For each trading day during the Draw Down Pricing Period that the VWAP is less than the Threshold Price, the Purchaser may elect in its sole discretion to allocate 1/15th (or such other fraction based upon the agreed upon Draw Down Pricing Period) of the Draw Down Amount to purchase Shares at the end of such Draw Down Pricing Period at a price equal to the product of (A) the Draw Down Discount Percentage times (B) the Threshold Price. At no time shall the Threshold Price be set below $1,000,000 6.00 unless otherwise agreed upon by the Company and the Purchaser. For avoidance of doubtIf trading in the Company's Common Stock is suspended for any reason for more than three (3) hours in any trading day, at the Purchaser's option, the calculation provided for herein price of the Common Stock shall be done deemed to be below the Threshold Price for that trading day. (i) The Company must inform the Purchaser via facsimile transmission as to the Draw Down Amount the Company wishes to exercise before commencement of trading on the first trading day of the Draw Down Pricing Period (the "DRAW DOWN NOTICE"), substantially in the form attached hereto as Exhibit C. In addition to the Draw Down Amount, the Company shall set the Threshold Price with each Draw Down Notice, shall designate the first trading day of the Draw Down Pricing Period, and shall indicate the amount of Call Options (as defined in Section 6.2), if any, that the Company wishes to grant to the Purchaser during the applicable Draw Down Pricing Period. (j) On each Settlement Date, the Company shall deliver the Shares purchased by the Purchaser to the Purchaser or its designees via DWAC, against payment therefor to the Company's designated account by wire transfer of immediately available funds provided that the Shares are received by the Purchaser no later than 1:00 p.m. (Boston Time) or next day available funds if the Shares are received thereafter. (k) If during any Draw Down Pricing Period, the Company with the consent of the Purchaser shall issue any shares of Common Stock (other than shares of Common Stock issued under this Agreement or in connection with a Permitted Transaction), the Purchaser may in its sole discretion (i) purchase up to the same number of shares of Common Stock at the beginning price and on such terms as the Company issued Shares of Common Stock during such Draw Down Pricing Period, (ii) purchase up to the Draw Down Amount of shares of Common Stock at the applicable Draw Down Discount Percentage times the VWAP for such Draw Down Pricing Period, or (iii) elect not to purchase any Shares during such Draw Down Pricing Period. The Purchaser shall notify the Company of its election on the last business day of the Draw Down Pricing Period. (dl) The issuance of Draw Down If on the Settlement Date, the Company fails to deliver the Shares of Common Stock to be issued on each Settlement Date shall subject to the following adjustments: (i) if during any Trading Day during the Draw Down Pricing Period trading of the Common Stock on the Trading Market is suspended for more than 3 hours, in the aggregate, or if any Trading Day during the Draw Down Pricing Period is shortened because of a public holiday, then such Trading Day shall be withdrawn from the Draw Down Pricing Period; and (e) The Company must inform the Purchaser as to the Investment Amount of the Draw Down the Company wishes to exercise by delivering a draw down notice, in the form of Exhibit B hereto (the "Draw Down Notice"), via facsimile transmission in accordance with Section 8.3. The Draw Down Notice shall also inform the Purchaser of the first day of the Draw Down Pricing Period, which, unless otherwise agreed to in writing purchased by the partiesPurchaser, shall be the first Trading Day following the date and such Draw Down Notice is received failure continues for ten (the "Commencement Date"). At no time shall the Purchaser be required to purchase more than the maximum Investment Amount for a given Draw Down Pricing Period. On or before any Trading Day that a Draw Down Notice is delivered10) trading days, the Company shall have filed with pay, in cash or restricted shares of Common Stock, at the Commission a prospectus supplement pursuant to Rule 424 under the Securities Act setting forth the terms of the Draw Down Notice. Draw Down Notices shall be made no less than 10 Business Days apart, unless otherwise agreed upon by the Company and the Purchaser. (f) On the Trading Day immediately following the last day of the Settlement Period, the Company shall deliver, and the Purchaser shall acknowledge receipt of, a settlement statement (the "Settlement Statement") setting forth the number of Draw Down Shares issuable and the aggregate Purchase Price as to such Settlement Period. On the Settlement Date as to such Draw Down, the Draw Down Shares purchased pursuant to such Settlement Statement shall be delivered to the Depository Trust Company ("DTC") account option of the Purchaser, or its designees, as designated by the Purchaser in the Settlement Statement, via DTC's Deposit Withdrawal Agent Commission system ("DWAC"). Upon the Company electronically delivering such Draw Down Shares to the DTC account of the Purchaser, or its designees, via DWAC by 1:00 p.m. ET, the Purchaser shall, on the same day (or the next Business Day if such day is not a Business Day) wire transfer immediately available funds to the Company's bank account, as designated by the Company in the Settlement Statement, for the amount of the aggregate Purchase Price of such Draw Down Shares. Upon the Company electronically delivering the Draw Down Shares to the Purchaser or its designee's DTC account via DWAC after 1:00 p.m. ET, the Purchaser shall wire transfer next day available funds to the Company's designated account on such day. At the sole election of the Purchaser, the Purchaser may elect to pay any broker fees disclosed in the schedules attached to this Agreement directly to the brokers pursuant to written instructions from any such broker. (g) The Company understands that a delay in the delivery of the Draw Down Shares to the Purchaser beyond the Settlement Date could result in economic loss to the Purchaser. In addition to the Purchaser's other available remedies, the Company shall pay to the Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $1,000 penalty to the Purchaser an amount equal to two percent (2%) of the Draw Down Shares Amount for the initial thirty (based 30) days and each additional thirty (30) day period thereafter until such failure has been cured, which shall be pro rated for such periods less than thirty (30) days (the "PERIODIC AMOUNT"). Cash payments to be made pursuant to this clause (l) shall be due and payable immediately upon demand in immediately available cash funds. Certificates evidencing the restricted shares of Common Stock shall be delivered immediately upon demand. The parties agree that the Periodic Amount represents a reasonable estimate on the Closing Price part of the Common Stock on parties, as of the applicable Settlement Date) required date of this Agreement, of the amount of damages that may be incurred by the Purchaser if the Company fails to be delivered deliver the Shares on the Settlement Date. If the Purchaser elects to receive shares of Common Stock instead of cash, $100 per Trading Day (increasing to $200 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Settlement Date until such Draw Down Shares are delivered pursuant to this Article VI. Nothing herein shall limit the Purchaser's right to pursue actual damages for the Company's failure to deliver certificates (via DWAC) representing any Securities as required by the Transaction Documents, including but not limited to the cost of any buy-in to the Purchaser, and the Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, demand registration once within twelve (12) months of the date of issuance of such shares of Common Stock and piggyback registration rights if the Company files a decree of specific performance and/or injunctive reliefseparate registration statement.

Draw Down Terms. Subject to the satisfaction of the conditions set forth in this Agreement, the parties agree as follows: (a) The Company Company, may, in its sole discretion, issue and exercise a draw downs against the Commitment Amount down of up to $3,000,000 (each a "Draw Down") during the Commitment each Draw Down Pricing Period, which Draw Downs Down the Purchaser shall will be obligated to accept, subject to the terms and conditions of this Agreement. Before the Company shall exercise a Draw Down, the Company shall have caused a sufficient . (b) The number of shares of Common Stock to be registered to cover the Draw Down Shares to be issued in connection with such each Draw DownDown shall be equal to the sum of the quotients (for each trading day of the Draw Down Pricing Period for which the VWAP equals or exceeds the Threshold Price) of (x) 1/18th of the Draw Down Amount divided by (y) 94.50% of the VWAP (the "Draw Down Discount Price") of the Common Stock. (bc) Only one Draw Down shall be allowed in each Draw Down Pricing Period and any subsequent Draw Down Pricing Period shall not commence until the Trading Cushion has elapsed since the end of the previous Draw Down Pricing Period. . (d) The number of shares of Common Stock Shares purchased by the Purchaser with respect to each Draw Down shall be determined as set forth in Section 6.1(d) herein on a daily basis during each Draw Down Pricing Period and settled on a weekly basis (the second Trading Day immediately following the end of the applicable Draw Down Pricing period (each such settlement period and each such settlement date shall be referred to as a "Settlement Period" and a "Settlement Date"). If the VWAP is less than $5.00 per share on any Settlement Date, respectively)the Purchaser shall not be obligated to fund its Draw Down obligation for the preceding week. (ce) The quantity of Draw Down Shares as to each Draw Down shall be limited to the lesser of: (i) 4.99% of the then-current shares outstanding or (ii) the previous 10-day average trading volume of the Draw Down Shares multiplied by 3. There shall be a minimum of five (5) trading days between Draw Downs. (f) There shall be a maximum of twenty-four (24) monthly Draw Downs during the term of this Agreement. (g) At the end of each Draw Down Investment Amount (Pricing Period, the "Investment Amount") of $25,000 and a maximum Purchaser's total Draw Down Investment commitment shall be reduced by $3,000,000 regardless of the Draw Down Amount requested by the Company. (h) Each Draw Down will expire on the last trading day of each Draw Down Pricing Period. (i) If the VWAP on a given trading day is less than the Threshold Price, then the total amount of the Draw Down will be reduced by 1/18th and no Shares will be purchased or sold with respect to such trading day. At no time shall the Threshold Price be set below $1,000,000 5.00 unless otherwise agreed upon by the Company and the Purchaser. For avoidance of doubtIf trading in the Company's Common Stock is suspended for any reason for more than three (3) hours in any trading day, the calculation provided for herein shall be done at the beginning of the Draw Down Pricing Period. (d) The issuance of Draw Down Shares of Common Stock to be issued on each Settlement Date shall subject to the following adjustments: (i) if during any Trading Day during the Draw Down Pricing Period trading price of the Common Stock on the Trading Market is suspended for more than 3 hours, in the aggregate, or if any Trading Day during the Draw Down Pricing Period is shortened because of a public holiday, then such Trading Day shall be withdrawn from deemed to be below the Draw Down Pricing Period; andThreshold Price for that trading day. (ej) The Company must inform the Purchaser via facsimile transmission as to the Investment Amount of the Draw Down Amount the Company wishes to exercise by delivering a draw down notice, in before commencement of trading on the form first trading day of Exhibit B hereto the Draw Down Pricing Period (the "Draw Down Notice"). In addition to the Draw Down Amount, via facsimile transmission in accordance the Company shall set the Threshold Price with Section 8.3. The each Draw Down Notice and shall also inform the Purchaser of designate the first trading day of the Draw Down Pricing Period, which, unless otherwise agreed to in writing by the parties, shall be the first Trading Day following the date such Draw Down Notice is received (the "Commencement Date"). At no time shall the Purchaser be required to purchase more than $3,000,000 of the maximum Investment Amount Company's Common Stock for a given Draw Down Pricing Period (excluding the Company's Common Stock purchased pursuant to a Call Option) so that if the Company chooses not to exercise the Draw Down in a given Draw Down Pricing Period the Purchaser is not obligated to purchase more than $3,000,000 in a subsequent Draw Down Pricing Period. (k) With respect to any Draw Down, if the Threshold Price is set below $9.50, the Draw Down Discount Price shall be reduced to 94.125% of the VWAP and the Call Option Discount Price (as defined in Section 6.2) shall be reduced to 95.125% of the VWAP. On or before With respect to any Trading Day that Draw Down, if the Threshold Price is set below $7.50, the maximum Draw Down Amount shall be reduced to $2,000,000, the Draw Down Discount Price shall be 94.125% and the Call Option Discount Price shall be reduced to 94.25%. (l) The Purchaser shall not sell on any trading day during a Draw Down Notice is deliveredPeriod shares of Common Stock in excess of the quotient of (A) the sum of (x) 1/18 of the applicable Draw Down Amount and (y) the amount of any Call Option exercised by the Purchaser for such trading day divided by (B) the VWAP on such trading day. (m) On each Settlement Date, the Company shall have filed with deliver the Commission a prospectus supplement pursuant to Rule 424 under the Securities Act setting forth the terms of the Draw Down Notice. Draw Down Notices shall be made no less than 10 Business Days apart, unless otherwise agreed upon Shares purchased by the Company and the Purchaser. (f) On the Trading Day immediately following the last day of the Settlement Period, the Company shall deliver, and Purchaser to the Purchaser shall acknowledge receipt of, a settlement statement (the "Settlement Statement") setting forth the number of Draw Down Shares issuable and the aggregate Purchase Price as or to such Settlement Period. On the Settlement Date as to such Draw Down, the Draw Down Shares purchased pursuant to such Settlement Statement shall be delivered to the Depository The Depositary Trust Company ("DTC") account of on the Purchaser, or its designees, as 's behalf. The Company and the Purchaser shall cause such Shares to be credited to the DTC account designated by the Purchaser in the Settlement Statement, via DTC's Deposit Withdrawal Agent Commission system ("DWAC"). Upon upon receipt by the Company electronically delivering such of payment for the Draw Down Shares to the DTC into an account of the Purchaser, or its designees, via DWAC by 1:00 p.m. ET, the Purchaser shall, on the same day (or the next Business Day if such day is not a Business Day) wire transfer immediately available funds to the Company's bank account, as designated by the Company in the Settlement Statement, for the amount Company. The delivery of the aggregate Purchase Price shares of such Draw Down Shares. Upon Common Stock into the Company electronically delivering the Draw Down Shares to the Purchaser or its designeePurchaser's DTC account via DWAC after 1:00 p.m. ET, the in exchange for payment therefor shall be referred to herein as "Settlement". The Purchaser shall wire transfer next day available funds to the Company's designated account on such day. At the sole election of the Purchaser, the Purchaser may elect to pay any broker fees disclosed in the schedules attached to this Agreement directly to the brokers pursuant to written instructions from any such broker. (g) The Company understands that a delay in the delivery of the Draw Down Shares to the Purchaser beyond the coordinate Settlement Date could result in economic loss to the Purchaser. In addition to the Purchaser's other available remedies, with the Company shall pay to the Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of Draw Down Shares (based on the Closing Price of the Common Stock on the applicable Settlement Date) required to be delivered on the Settlement Date, $100 per Trading Day (increasing to $200 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Settlement Date until such Draw Down Shares are delivered pursuant to this Article VI. Nothing herein shall limit the Purchaser's right to pursue actual damages for the Company's failure to deliver certificates (via DWAC) representing any Securities as required by the Transaction Documents, including but not limited to the cost of any buy-in to the Purchaser, and the Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive reliefthrough DTC.

Draw Down Terms. Subject to the satisfaction of the conditions set forth in this Agreement, and subject to Section 6.02 below, the parties Parties agree (unless otherwise mutually agreed upon by the Parties in writing) as follows: (a) The Company may, in its sole discretiondiscretion (subject to Section 6.01(k) below), issue and exercise draw downs against the Commitment a Draw Down Notice (as defined in Section 6.01(i) hereof) for a specified Draw Down Amount (each a "Draw Down"Requested. Subject to Section 6.01(h) during the Commitment Periodbelow, which Draw Downs the Purchaser shall be obligated pay a per-Share amount equal to accept90% of the average Daily Closing Price during the Draw Down Pricing Period (the “Purchase Price”). Subject to Section 4.06 hereof, subject the Draw Down Amount Requested shall not exceed seven hundred percent (700%) (the “Draw Down Limit”) of the average daily trading volume for the 30 Trading Days immediately preceding the Draw Down Exercise Date. (b) Prior to commencement of the terms and conditions of this Agreement. Before the Company shall exercise a Draw DownDown Pricing Period, the Company shall have caused a sufficient number of shares of Common Stock deliver the Shares to be registered purchased in such Draw Down to cover the Purchaser. If Shares delivered to the Purchaser prior to commencement of the Draw Down Pricing Period are delivered in certificated form and not DWAC Eligible, then the Draw Down Pricing Period shall not begin until the Shares to be issued in connection with such Draw Downare cleared by an appointed clearing agent. (bc) Only one Draw Down shall be allowed in each Draw Down Pricing Period and any subsequent Period. (d) Each Draw Down shall be settled on the first Trading Day after the end of each Draw Down Pricing Period (the “Settlement Date”). (e) In connection with each Draw Down, the Purchaser shall have the option, in its sole discretion, to purchase Shares with a Draw Down Amount equal to between 50% and 200% of the Draw Down Amount Requested, such option to be exercised by written notice to the Company two (2) Business Days prior to the Settlement Date. For the avoidance of doubt and as provided in Section 6.02, the Purchaser shall not commence until be required to subscribe for Shares that exceed the Trading Cushion has elapsed since Aggregate Limit. (f) At the end of the previous each Draw Down Pricing Period. The number of shares of Common Stock purchased , the Purchaser’s total Draw Down commitment under this Agreement shall be reduced by the Purchaser with respect to each total Draw Down shall be determined as set forth in Section 6.1(d) herein and settled on the second Trading Day immediately following the end of the applicable Draw Down Pricing period (each Amount for such settlement period and each such settlement date shall be referred to as a "Settlement Period" and a "Settlement Date", respectively) (c) The quantity of Draw Down Shares as to each Draw Down shall be limited to the lesser of: (i) 4.99% of the then-current shares outstanding or (ii) the previous 10-day average trading volume of the Draw Down Shares multiplied by 3. There shall be a minimum Draw Down Investment Amount (the "Investment Amount") of $25,000 and a maximum Draw Down Investment Amount of $1,000,000 unless otherwise agreed upon by the Company and the Purchaser. For avoidance of doubt, the calculation provided for herein shall be done at the beginning of the Draw Down Pricing Period. (dg) The issuance of Each Draw Down Shares of Common Stock to be issued on each Settlement Date shall subject to will automatically expire immediately after the following adjustments: (i) if during any last Trading Day during the Draw Down Pricing Period trading of the Common Stock on the Trading Market is suspended for more than 3 hours, in the aggregate, or if any Trading Day during the Draw Down Pricing Period is shortened because of a public holiday, then such Trading Day shall be withdrawn from the each Draw Down Pricing Period; and. (eh) The Company must inform the Purchaser as to the Investment Amount of the Draw Down the Company wishes to exercise by delivering a draw down notice, in the form of Exhibit B hereto (the "Draw Down Notice"), via facsimile transmission in accordance with Section 8.3. The Each Draw Down Notice shall also inform set forth the Purchaser of Threshold Price set by the first day of Company for such Draw Down. If the Daily Closing Price on a given Trading Day in the Draw Down Pricing Period, whichmultiplied by 9/10, is less than the Threshold Price, then the total Draw Down Amount Requested will be reduced by 1/30th, and, unless otherwise agreed to in writing by the partiesParties, no Shares will be purchased or sold with respect to such Trading Day and the Daily Closing Price on such Trading Day shall be excluded from the calculation of the Purchase Price. (i) As a condition to the exercise of any Draw Down, the Company must (i) provide a notice to the Purchaser of the Company’s exercise of any Draw Down via email before commencement of trading on the first Trading Day following the date such Draw Down Notice is received (the "Commencement Date"). At no time shall the Purchaser be required to purchase more than the maximum Investment Amount for a given Draw Down Pricing Period. On or before any Trading Day that a Draw Down Notice is delivered, the Company shall have filed with the Commission a prospectus supplement pursuant to Rule 424 under the Securities Act setting forth the terms of the Draw Down Notice. Pricing Period covered by such notice (the “Draw Down Notices shall be made no less than 10 Business Days apartNotice”), unless otherwise agreed upon by substantially in the Company and the Purchaser. (f) On the Trading Day immediately following the last day of the Settlement Period, the Company shall deliverform attached hereto as Exhibit E, and the Purchaser shall acknowledge receipt of, a settlement statement (the "Settlement Statement"ii) setting forth the number of Draw Down Shares issuable and the aggregate Purchase Price as to such Settlement Period. On the Settlement Date as to such Draw Down, the Draw Down Shares purchased pursuant to such Settlement Statement shall be delivered to Section 6.01(b), deliver the Depository Trust Company ("DTC") account of the Purchaser, or its designees, as designated by the Purchaser in the Settlement Statement, via DTC's Deposit Withdrawal Agent Commission system ("DWAC"). Upon the Company electronically delivering such Draw Down Shares to the DTC account of the Purchaser, or its designees, via DWAC by 1:00 p.m. ET, the Purchaser shall, on the same day (or the next Business Day if such day is not a Business Day) wire transfer immediately available funds to the Company's bank account, as designated by the Company in the Settlement Statement, for the amount of the aggregate Purchase Price of such Draw Down Shares. Upon the Company electronically delivering the Draw Down Shares to the Purchaser or its designee's DTC account designees via DWAC, if the Company is approved for DWAC after 1:00 p.m. ET, in an amount equal to the Draw Down Amount Requested (which amount shall be adjusted in the event that the amount accepted by the Purchaser shall wire transfer next day available funds to the Company's designated account on such day. At the sole election of the Purchaser, the Purchaser may elect to pay any broker fees disclosed in the schedules attached to this Agreement directly to the brokers pursuant to written instructions from any Section 6.01(a) hereof is different than the Draw Down Amount Requested). The date the Company delivers the Draw Down Notice and the Shares in accordance with this Section 6.01(i) shall be a “Draw Down Exercise Date.” The Draw Down Notice shall specify the Draw Down Amount Requested, set the Threshold Price for such broker. (g) The Company understands that a delay in Draw Down and designate the delivery first Trading Day of the Draw Down Shares Pricing Period that the Company wishes to grant to the Purchaser beyond during the Settlement Date could result in economic loss to the Purchaser. In addition to the Purchaser's other available remedies, the Company shall pay to the Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of Draw Down Shares (based on the Closing Price of the Common Stock on the applicable Settlement Date) required to be delivered on the Settlement Date, $100 per Trading Day (increasing to $200 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Settlement Date until such Draw Down Shares are delivered pursuant to this Article VI. Nothing herein shall limit the Purchaser's right to pursue actual damages for the Company's failure to deliver certificates (via DWAC) representing any Securities as required by the Transaction Documents, including but not limited to the cost of any buy-in to the Purchaser, and the Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive reliefPricing Period.

Draw Down Terms. Subject to the satisfaction of the conditions set forth in this Agreement, and subject to Section 6.3 below, the parties agree as follows: (a) The Beginning on the effective date of the Amendment, the Company may, in its sole discretion, issue a Draw Down Notice (as defined in Section 6.1(j) hereof) for a specified Draw Down Amount Requested of up to (i) up to $2,000,000 if the Threshold Price for the Draw Down Amount as set forth in such Draw Down Notice is equal to or greater than $3.00 and exercise draw downs against less than $4.00, (ii) increased by up to $500,000 incrementally for every $1.00 increase in the Commitment Amount Threshold Price above $3.00 and up to and including $10.00, or (each a "Draw Down"iii) during such other amount mutually agreed upon by the Commitment PeriodPurchaser and the Company, which Draw Downs Down the Purchaser shall will be obligated to accept, subject to . The date the terms and conditions Company issues any Draw Down Notice in accordance with this Section 6.1 shall be a "Draw Down Exercise Date" for purposes of this Agreement. Before the Company shall exercise a Draw Down. (b) Subject to Section 6.1(i) below, the Company shall have caused a sufficient number of shares of Common Stock to be registered to cover the Draw Down Shares to be issued by the Company to the Purchaser in connection with each Draw Down shall be equal to the sum of the quotients (for each Trading Day of the Draw Down Pricing Period for which the VWAP equals or exceeds the Threshold Price) of (x) a fraction of the Draw Down Amount, the numerator of which is one (1) and the denominator of which equals the number of Trading Days during the Draw Down Pricing Period, divided by (y) the specified percentage of the VWAP set forth in Section 6.1(k) hereof or such other percentage mutually agreed upon by the Purchaser and the Company (the "Draw DownDown Discount Price") of the Common Stock. (bc) Only one Draw Down shall be allowed in each Draw Down Pricing Period Period, unless otherwise mutually agreed upon between the Purchaser and any subsequent the Company. (d) Each Draw Down Pricing Period shall not commence until the Trading Cushion has elapsed since the end consist of the previous Draw Down Pricing two (2) periods of ten (10) trading days (each, a "Settlement Period. The number of shares of Common Stock purchased by "), unless otherwise mutually agreed upon between the Purchaser with respect to each and the Company. (e) Each Draw Down shall be determined as set forth in Section 6.1(d) herein and settled on the second Trading Day immediately following after the end of each Settlement Period (the applicable Draw Down Pricing period (each such settlement period and each such settlement date shall be referred to as a "Settlement Period" and a "Settlement Date"), respectively)unless otherwise mutually agreed upon between the Purchaser and the Company. (cf) The quantity of Draw Down Shares as to each Draw Down shall be limited to the lesser of: (i) 4.99% of the then-current shares outstanding or (ii) the previous 10-day average trading volume of the Draw Down Shares multiplied by 3. There shall be a minimum of five (5) Trading Days between the end of a Draw Down Pricing Period and the commencement of the next Draw Down Pricing Period, unless otherwise mutually agreed upon between the Purchaser and the Company. (g) There shall be a maximum of twelve (12) monthly Draw Downs during the Investment Period, unless otherwise mutually agreed upon between the Purchaser and the Company. (h) Each Draw Down will automatically expire immediately after the last Trading Day of each Draw Down Pricing Period. (i) If the VWAP on a given Trading Day in the Draw Down Pricing Period is less than the Threshold Price, then the total amount of the Draw Down Amount (Requested will be reduced by a Pro-Rata Amount and no Shares will be purchased or sold with respect to such Trading Day, except as provided below. The aggregate amount by which the Draw Down Amount Requested is reduced shall be referred to herein as the "Investment Below Threshold Amount"." At no time shall the Threshold Price be set below three dollars ($3.00) of $25,000 per share (as adjusted for stock splits, reverse stock splits, recapitalizations and a maximum Draw Down Investment Amount of $1,000,000 the like) unless otherwise agreed upon by the Company and the Purchaser. For avoidance If trading in the Common Stock is suspended for any reason for three (3) hours or more in any Trading Day or trading is suspended in the markets of doubtthe United States for any reason, the calculation provided for herein such day shall be done at the beginning of the Draw Down Pricing Period. (d) The issuance of Draw Down Shares of Common Stock to be issued on deemed an "Unallocated Day". For each Settlement Date shall subject to the following adjustments: (i) if during any Trading Unallocated Day during the Draw Down Pricing Period trading the Purchaser may, at its option, purchase a Pro-Rata Amount of the Draw Down Amount at the previous Trading Day's VWAP. For each Trading Day during a Draw Down Pricing Period that the VWAP is below the Threshold Price, the Purchaser may elect in its sole discretion to purchase the Common Stock at the Threshold Price multiplied by the applicable percentage set forth in Section 6.1(k) at the end of such Draw Down Pricing Period. The Purchaser will inform the Company via facsimile transmission no later than 8:00 p.m. (New York time) on the Trading Market is suspended for more than 3 hours, in the aggregate, or if any last Trading Day during of such Draw Down Pricing Period as to the number of Shares, if any, the Purchaser chooses to purchase under such circumstances. (j) As a condition to exercise of any Draw Down, the Company must provide a notice to the Purchaser of the Company's exercise of any Draw Down via facsimile transmission before the first Trading Day of the Draw Down Pricing Period is shortened because of a public holiday, then covered by such Trading Day shall be withdrawn from the Draw Down Pricing Period; and (e) The Company must inform the Purchaser as to the Investment Amount of the Draw Down the Company wishes to exercise by delivering a draw down notice, in the form of Exhibit B hereto notice (the "Draw Down Notice"), via facsimile transmission substantially in accordance with Section 8.3. the form attached hereto as Exhibit E. The Draw Down Notice shall also inform specify the Draw Down Amount Requested, set the Threshold Price for such Draw Down and Call Option, designate the first Trading Day of the Draw Down Pricing Period and specify the Call Option(s), if any, that the Company wishes to grant to the Purchaser during the Draw Down Pricing Period. If the Company wishes the date of the Draw Down notice to be the first day Trading Day of the Draw Down Pricing Period, whichsuch notice must be delivered to the Purchaser and such receipt confirmed, unless before 9:30 a.m. (New York time) on such Trading Day. (k) Unless otherwise mutually agreed upon between the Purchaser and the Company, with respect to any Draw Down, if the Threshold Price for the Draw Down Amount as set forth in writing by the parties, shall be the first Trading Day following the date such Draw Down Notice is received (equal to or greater than $3.00 and less than $4.00, the "Commencement Date")Draw Down Discount Price shall be 94.60% of the VWAP. At no time shall Unless otherwise mutually agreed upon between the Purchaser be required to purchase more than and the maximum Investment Amount Company, for a given any Threshold Price for the Draw Down Pricing Period. On or before any Trading Day that a Amount as set forth in the Draw Down Notice is deliveredabove $3.00, the Draw Down Discount Price shall increase by 0.15% incrementally for every $1.00 increase in the Threshold Price above $3.00, up to a maximum Draw Down Discount Price of 97% of the VWAP. (l) On each Settlement Date, the Company shall have filed with deliver the Commission a prospectus supplement pursuant to Rule 424 under the Securities Act setting forth the terms of the Draw Down Notice. Draw Down Notices shall be made no less than 10 Business Days apart, unless otherwise agreed upon Shares purchased by the Company and the Purchaser. (f) On the Trading Day immediately following the last day of the Settlement Period, the Company shall deliver, and Purchaser to the Purchaser shall acknowledge receipt of, a settlement statement (the "Settlement Statement") setting forth the number of Draw Down Shares issuable and the aggregate Purchase Price as or to such Settlement Period. On the Settlement Date as to such Draw Down, the Draw Down Shares purchased pursuant to such Settlement Statement shall be delivered to the Depository The Depositary Trust Company ("DTC") account of on the Purchaser, or its designees, as designated by 's behalf via the Purchaser in the Settlement Statement, via DTC's Deposit Withdrawal Agent Commission system ("DWAC"). Upon the Company electronically delivering such Draw Down Shares to the DTC account , and upon receipt of the Purchaser, or its designees, via DWAC by 1:00 p.m. ETShares, the Purchaser shall, on the same day (or the next Business Day if such day is not a Business Day) wire transfer immediately available funds shall cause payment therefor to be made to the Company's bank account, as account designated by the Company in by wire transfer of immediately available funds, provided that the Settlement Statement, for the amount of the aggregate Purchase Price of such Draw Down Shares. Upon the Company electronically delivering the Draw Down Shares to are received by the Purchaser no later than 1:00 p.m., New York time, or its designee's DTC account via DWAC after 1:00 p.m. ET, the Purchaser shall wire transfer of next day available funds if the Shares are received thereafter. In certain circumstances and as set forth in Section 9.1(b), a failure by the Company to deliver such Shares may result in the payment of liquidated damages by the Company to the Company's designated account on such day. At Purchaser. (m) If during any Draw Down Pricing Period the sole election Company reasonably believes an event may occur which would result in or may require the suspension of the effectiveness of the Registration Statement prior to the applicable Settlement Date, including, without limitation, entering into an extraordinary transaction in which the Company is not the surviving entity, the Company shall notify the Purchaser before 9:30 a.m. (New York time) on any Trading Day (a "Truncate Notice") and truncate the number of Trading Days in such Draw Down Pricing Period (a "Truncated Pricing Period"). If the Company delivers the Truncate Notice (i) before 9:30 a.m. (New York time) on a Trading Day, the last Trading Day of such Truncated Pricing Period shall be the Trading Day preceding the receipt of the Truncate Notice between, or (ii) between 9:30 a.m. and 4:00 p.m. (New York time) on a Trading Day, then the last Trading Day of such Truncated Pricing Period shall be the Trading Day on which the Truncate Notice was received by the Purchaser. The Purchaser will purchase the Truncated Draw Down Allocation Amount for each of the Trading Days in a Truncated Pricing Period, for an aggregate purchase price determined in accordance with Section 6.1(b) and Section 6.1(i). In addition, the Purchaser may, at its option, elect to purchase Shares in an additional dollar amount equal to the product of the Draw Down Amount requested in the applicable Draw Down Notice, first multiplied by (x) a fraction, the numerator of which equals one (1) and the denominator of which equals the number of Trading Days in such Draw Down Pricing Period (such number of days being referred to herein as the "Trading Day Number"), and next multiplied by (y) that number that is equal to the Trading Day Number minus the number of Trading Days in the Truncated Pricing Period. The price per share for such additional dollar amount shall equal the aggregate of (i) the Truncated Draw Down Allocation Amounts, the total Call Options exercised and any Below Threshold Amounts that the Purchaser has elected to purchase during the Truncated Pricing Period divided by (ii) the number of Shares to be purchased during such Truncated Pricing Period, excluding any Shares purchased pursuant to this paragraph of Section 6.1(m). Upon receipt of the Truncate Notice, the Purchaser may (x) elect to pay purchase the Common Stock at the Threshold Price for any broker fees disclosed Trading Day that the VWAP was below the Threshold Price during the Truncated Pricing Period in accordance with Section 6.1(h) hereof, (y) elect to purchase the Common Stock in the schedules attached additional amount as set forth in the preceding paragraph of this Section 6.1(m), and (z) elect to this Agreement directly exercise any unexercised Call Options by issuing a Call Option Notice to the brokers pursuant to written instructions from any Company, in each such broker. case, no later than 10:00 a.m. (gNew York time) The Company understands that a delay in on the delivery first Trading Day after the end of the Draw Down Shares to Truncated Pricing Period. The exercise price of the Purchaser beyond Call Option shall be the Settlement Date could result applicable percentage set forth in economic loss to Section 6.1(k) multiplied by the Purchaser. In addition to greater of (A) the Purchaser's other available remedies, the Company shall pay to the Purchaser, in cash, as partial liquidated damages and not as a penalty, VWAP for each $1,000 of Draw Down Shares (based on the Closing Price of the Common Stock on the applicable day the Purchaser issues its Call Option Notice or (B) the Threshold Price. (n) The Settlement Date) required to Date for any Truncated Pricing Period shall be delivered on the Settlement Date, $100 per second business day after the last Trading Day (increasing to $200 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after of the Settlement Date until such Draw Down Shares are delivered pursuant to this Article VI. Nothing herein shall limit the Purchaser's right to pursue actual damages for the Company's failure to deliver certificates (via DWAC) representing any Securities as required by the Transaction Documents, including but not limited to the cost of any buy-in to the Purchaser, and the Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive reliefapplicable Truncated Pricing Period.

Draw Down Terms. Subject Notwithstanding anything to the satisfaction contrary in the Agreement, the Subscription shall be funded in one or more installments in such amounts and at such times within the Investment Period (defined below) as the Company determines in its sole discretion (each such installment, a “Draw Down”); provided, that the aggregate dollar amount of all Draw Downs shall not exceed the Subscription Amount. Each Draw Down shall be initiated by the Company via the delivery to the Subscriber of a notice (email to suffice) (each, a “Draw Down Notice”) setting forth the dollar amount the Company desires to draw down (each, a “Draw Down Amount”). The Subscriber shall remit each Draw Down Amount to the Company by wire transfer of immediately available funds within three (3) business days after receipt of such Draw Down Notice, and upon receipt of such wire transfer by the Company (i) the principal amount of the conditions Subscriber Note (defined below) shall be increased as provided in Section 2 hereof and (ii) the Company shall issue to the Subscriber (a) a [Xxxxx] Warrant (defined below) to purchase the number of Class B common units of the Company determined pursuant to Section 3 hereof [and (b) an Advisory Warrant (defined below) to purchase the number of Class B common units of the company determined pursuant to Section 4 hereof] (each, a “Settlement”). In the event that a Draw Down Amount set forth in this Agreementany Draw Down Notice, if funded, would result in Subscriber funding an amount in excess of the parties agree as follows: (a) The Company maySubscription Amount, such Draw Down Amount shall be automatically reduced to the dollar amount which, once funded by the Subscriber, would result in its sole discretion, issue and exercise draw downs against the Commitment Amount (each a "Draw Down") during the Commitment Period, which aggregate dollar amount of all Draw Downs to equal the Purchaser shall be obligated to accept, subject to the terms and conditions of this AgreementSubscription Amount. Before the Company shall exercise a Draw DownFor clarity, the Company shall have caused a sufficient number of shares of Common Stock not be obligated to be registered to cover the Draw Down Shares the entire Subscription Amount, and as such the Company shall be deemed to be issued in connection with such Draw Down. have accepted the Subscription only to the extent of the dollar amount equal to the lesser of (bx) Only one the Subscription Amount and (y) the sum of all Draw Down shall be allowed in each Draw Down Pricing Period and any subsequent Draw Down Pricing Period shall not commence until the Trading Cushion has elapsed since the end of the previous Draw Down Pricing Period. The number of shares of Common Stock purchased by the Purchaser Amounts with respect to each Draw Down shall be determined as set forth in Section 6.1(d) herein and settled on the second Trading Day immediately following the end of the applicable Draw Down Pricing period (each such settlement period and each such settlement date shall be referred to as a "Settlement Period" and a "Settlement Date", respectively) (c) The quantity of Draw Down Shares as to each Draw Down shall be limited to the lesser of: (i) 4.99% of the then-current shares outstanding or (ii) the previous 10-day average trading volume of the Draw Down Shares multiplied by 3. There shall be a minimum Draw Down Investment Amount (the "Investment Amount") of $25,000 and a maximum Draw Down Investment Amount of $1,000,000 unless otherwise agreed upon by the Company and the Purchaser. For avoidance of doubt, the calculation provided for herein shall be done at the beginning of the Draw Down Pricing Period. (d) The issuance of Draw Down Shares of Common Stock to be issued on each Settlement Date shall subject to the following adjustments: (i) if during any Trading Day during the Draw Down Pricing Period trading of the Common Stock on the Trading Market is suspended for more than 3 hours, in the aggregate, or if any Trading Day during the Draw Down Pricing Period is shortened because of a public holiday, then such Trading Day shall be withdrawn from the Draw Down Pricing Period; and (e) The Company must inform the Purchaser as to the Investment Amount of the Draw Down the Company wishes to exercise by delivering a draw down notice, in the form of Exhibit B hereto (the "Draw Down Notice"), via facsimile transmission in accordance with Section 8.3. The Draw Down Notice shall also inform the Purchaser of the first day of the Draw Down Pricing Period, which, unless otherwise agreed to in writing by the parties, shall be the first Trading Day following the date such Draw Down Notice is received (the "Commencement Date"). At no time shall the Purchaser be required to purchase more than the maximum Investment Amount for a given Draw Down Pricing Period. On or before any Trading Day that a Draw Down Notice is delivered, which the Company shall have filed with timely delivered to the Commission a prospectus supplement pursuant to Rule 424 under the Securities Act setting forth the terms of the Draw Down Notice. Subscriber Draw Down Notices shall be made no less than 10 Business Days apart, unless otherwise agreed upon by within the Company and the PurchaserInvestment Period. (f) On the Trading Day immediately following the last day of the Settlement Period, the Company shall deliver, and the Purchaser shall acknowledge receipt of, a settlement statement (the "Settlement Statement") setting forth the number of Draw Down Shares issuable and the aggregate Purchase Price as to such Settlement Period. On the Settlement Date as to such Draw Down, the Draw Down Shares purchased pursuant to such Settlement Statement shall be delivered to the Depository Trust Company ("DTC") account of the Purchaser, or its designees, as designated by the Purchaser in the Settlement Statement, via DTC's Deposit Withdrawal Agent Commission system ("DWAC"). Upon the Company electronically delivering such Draw Down Shares to the DTC account of the Purchaser, or its designees, via DWAC by 1:00 p.m. ET, the Purchaser shall, on the same day (or the next Business Day if such day is not a Business Day) wire transfer immediately available funds to the Company's bank account, as designated by the Company in the Settlement Statement, for the amount of the aggregate Purchase Price of such Draw Down Shares. Upon the Company electronically delivering the Draw Down Shares to the Purchaser or its designee's DTC account via DWAC after 1:00 p.m. ET, the Purchaser shall wire transfer next day available funds to the Company's designated account on such day. At the sole election of the Purchaser, the Purchaser may elect to pay any broker fees disclosed in the schedules attached to this Agreement directly to the brokers pursuant to written instructions from any such broker. (g) The Company understands that a delay in the delivery of the Draw Down Shares to the Purchaser beyond the Settlement Date could result in economic loss to the Purchaser. In addition to the Purchaser's other available remedies, the Company shall pay to the Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of Draw Down Shares (based on the Closing Price of the Common Stock on the applicable Settlement Date) required to be delivered on the Settlement Date, $100 per Trading Day (increasing to $200 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Settlement Date until such Draw Down Shares are delivered pursuant to this Article VI. Nothing herein shall limit the Purchaser's right to pursue actual damages for the Company's failure to deliver certificates (via DWAC) representing any Securities as required by the Transaction Documents, including but not limited to the cost of any buy-in to the Purchaser, and the Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief.

Draw Down Terms. Subject to the satisfaction of the conditions set forth in this Agreement, the parties agree as follows: (a) The Company may, in its sole discretion, issue and exercise draw downs against the Commitment Amount (each a "“Draw Down"”) during the Commitment Period, which Draw Downs the Purchaser shall be obligated to accept, subject to the terms and conditions of this Agreement. Before the Company shall exercise a Draw Down, the Company shall have caused a sufficient number of shares of Common Stock to be registered to cover the Draw Down Shares to be issued in connection with such Draw Down. For purposes of this Agreement the Initial Draw Down Pricing Period and the Extended Draw Down Pricing Period shall be considered one pricing period. (b) Only one Draw Down shall be allowed in each Draw Down Pricing Period and any subsequent Draw Down Pricing Period shall not commence until the Trading Cushion has elapsed since the end of the previous Draw Down Pricing Period. The number of shares of Common Stock purchased by the Purchaser with respect to each Draw Down shall be determined as set forth in Section 6.1(d) herein and settled on the second Trading Day immediately following date the end of the applicable Draw Down Pricing period (each such settlement period and each such settlement date shall be referred to as a "Shares are Delivered “Settlement Period" ” and a "“Settlement Date"”, respectively). (c) The quantity of Draw Down Shares as to each minimum Investment Amount for any Draw Down shall be limited to the lesser of: (i) 4.99% of the then-current shares outstanding or (ii) the previous 10-day average trading volume of the Draw Down Shares multiplied by 3. There shall be a minimum Draw Down Investment Amount (the "Investment Amount") of $25,000 and a the maximum Investment Amount shall be $1,000,000. Subject to the foregoing, in the event the maximum Investment Amount is greater than the Commitment Amount, as to such Draw Down only, the remaining amount of the Commitment Amount shall be the amount of such Draw Down. No draw down will take place in the event the minimum Investment Amount of $1,000,000 unless otherwise agreed upon by the Company and the Purchaser. For avoidance of doubt, the calculation provided for herein shall would not be done at the beginning of the Draw Down Pricing Periodmet. (d) The issuance number of Draw Down Shares of Common Stock to be issued on for each Settlement Date Draw Down shall be a determined by dividing the Amount of the Draw Down by the Initial Put Price, provided however that the Draw Down will be: subject to the following adjustments: (i) if the Purchase Price on a given Trading Day is less than the applicable Threshold Price, then such Trading Day shall be withdrawn from the Draw Down Pricing Period; and (ii) if during any Trading Day during the Draw Down Pricing Period trading of the Common Stock on the Trading Market is suspended for more than 3 hours, in the aggregate, or if any Trading Day during the Draw Down Pricing Period is shortened because of a public holiday, then such Trading Day shall be withdrawn from the Draw Down Pricing Period; and (iii) if during any Trading Day during the Draw Down Pricing Period sales of Draw Down Shares pursuant to the Registration Statement are suspended by the Company for more than three (3) hours, in the aggregate, then such Trading Day shall be withdrawn from the Draw Down Pricing Period. (e) The Company must inform the Purchaser as to the Investment Amount of the Draw Down the Company wishes to exercise by delivering a draw down notice, in the form of Exhibit B D hereto (the "“Draw Down Notice"”), via facsimile or email transmission in accordance with Section 8.3, as to the amount of the Draw Down (the “Investment Amount”) the Company wishes to exercise. The Draw Down Notice shall also inform the Purchaser of the first day of the Draw Down Pricing Period, which, unless otherwise agreed to in writing by the parties, shall be the first five Trading Day following Days preceding the date such Draw Down Notice is received (the "Commencement Date"“Initial Pricing Period”). At no time shall the Purchaser be required to purchase more than the maximum Investment Amount for a given Draw Down Pricing Period. On or before any Trading Day that a Draw Down Notice is delivered, the Company shall have filed with the Commission a prospectus supplement pursuant to Rule 424 under the Securities Act setting forth the terms of the Draw Down Notice. Draw Down Notices shall be made no less than 10 Business Days apart, unless otherwise agreed upon by the Company and the Purchaser. (f) On the Trading Day immediately following the last day Date of the Settlement PeriodDraw Down Notice, the Company shall deliver, and the Purchaser shall acknowledge receipt of, a settlement statement (the "Settlement Statement") setting forth the number of Draw Down Shares issuable and the aggregate Purchase Price as to such Settlement Period. On the Settlement Date as to such Draw Down, cause the Draw Down Shares purchased pursuant shares to such Settlement Statement shall be delivered to the Depository Trust Company ("“DTC"”) account of the Purchaser, or its designees, as designated by the Purchaser in the Settlement Statement, via DTC's ’s Deposit Withdrawal Agent Commission system ("“DWAC"”), or via certificate that is Delivered to the Depository Trust Company (“DTC”) account of the Purchaser, or its designees. Upon the Company electronically delivering such Draw Down Shares to the DTC account of the Purchaser, or its designees, via DWAC or otherwise by 1:00 p.m. ET, the Purchaser shall, on the same day (or the next Business Day if such day is not a Business Day) wire transfer immediately available funds to the Company's ’s bank account, as designated by the Company in the Settlement StatementDraw Down Notice, for the amount of the aggregate Purchase Price of such Draw Down Shares. Upon On the Date the Shares are Delivered, and provided the Draw Down has not been cancelled by the Purchaser as provided below, the Purchaser shall deliver and the Company electronically delivering shall acknowledge a settlement statement (the “Settlement Statement”) setting forth the number of Draw Down Shares received and the aggregate Purchase Price as to such Settlement Period. The Settlement Statement shall specify the date the shares were Delivered and the aggregate Purchase Price for the Draw Down Shares. The Purchaser shall initiate the wire transfer for the aggregate Purchase Price of the Draw Down Shares to the Purchaser or its designee's DTC account via DWAC after 1:00 p.m. ET, the Purchaser shall wire transfer next day available funds be sent to the Company's designated account on such day. At Company prior to trading the sole election of the Purchaser, the Purchaser may elect to pay any broker fees disclosed in the schedules attached to this Agreement directly to the brokers pursuant to written instructions from any such brokerDraw Down Shares Delivered. (g) The Company understands that a delay in the delivery of the Draw Down Shares to into the Purchaser Purchaser’s DTC account beyond five (5) Trading Days after the Settlement Date date of the Draw Down Notice could result in economic loss to the Purchaser. In addition Notwithstanding anything herein to the Purchaser's other available remediescontrary, as compensation to the Purchaser for such loss, the Company shall agrees to pay late payments to the Purchaser, Purchaser for late delivery after three (3) Trading Days from such dates in cash, accordance with the following schedule (where “Number Trading Days Late” is defined as partial liquidated damages and not as a penalty, for each $1,000 the number of Trading Days beyond three (3) Trading Days from the dates which such Draw Down Shares (based on the Closing Price of the Common Stock on the applicable Settlement Date) required are to be delivered on into the Settlement Date, Purchaser’s DTC account via the DWAC system): 1 $ 100 2 $ 200 3 $ 300 4 $ 400 5 $ 500 6 $ 600 7 $ 700 8 $ 800 9 $ 900 10 $100 per 1000 More than 10 $1,000 +$350 for each Trading Day (increasing Late beyond 10 Trading Days The Purchaser may reduce the Investment Amount by the payments incurred under this Section 6.1(g). Notwithstanding the above, if the Draw Down Shares are delivered to $200 per Trading Day the Purchaser more than five (5) Trading Days after such damages have begun Late, then the Purchaser, at its option, may either reduce the Investment Amount by the payments incurred under this Section 5.1(b) or reduce the Investment Amount to accrue) for each Trading Day after the Settlement Date until such amount determined by multiplying the Draw Down Shares are delivered pursuant to this Article VIthe Purchaser by 55% of the lowest closing bid price of the Company’s common stock (as reported by the market or quotation service on which the Company’s shares trade) during the nine (9) Trading Days preceding the date the Draw Down Shares were delivered to the Purchaser. Notwithstanding the above, if the Number Trading Days Late exceeds five (5), then, at the option of the Purchaser, the Purchaser may cancel the Draw Down. Nothing herein shall limit the Purchaser's ’s right to pursue injunctive relief, including specific performance, and/or actual damages for the Company's ’s failure to issue and deliver certificates (via DWAC) representing any Securities as required by the Transaction Documents, including but not limited to the cost of any buy-in Draw Down Shares to the Purchaser. The Purchaser acknowledges that any delay in the funding of the Investment Amount would be detrimental to the Company. Accordingly, and as compensation to the Company for any delay in funding the Investment Amount pursuant to Section 5.1(g) above, the Purchaser agrees that for each day that passes without such funding obligations being met, the Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, pay a decree late fee of specific performance and/or injunctive relief$100.

Draw Down Terms. Subject to the satisfaction of the conditions set forth in this Agreement, the parties agree as follows: (a) The Company may, in its sole discretion, issue and exercise draw downs against the Commitment Amount (each a "“Draw Down"”) during the Commitment Period, which Draw Downs the Purchaser shall be obligated to accept, subject to the terms and conditions of this Agreement. Before the Company shall exercise a Draw Down, the Company shall have caused a sufficient number of shares of Common Stock to be registered to cover the Draw Down Shares to be issued in connection with such Draw Down. (b) Only one Draw Down shall be allowed in each Draw Down Pricing Period and any subsequent Draw Down Pricing Period shall not commence until the Trading Cushion has elapsed since the end of the previous Draw Down Pricing Period. The number of shares of Common Stock purchased by the Purchaser with respect to each Draw Down shall be determined as set forth in Section 6.1(d) herein and settled on the second Trading Day immediately following the end of the applicable Draw Down Pricing period (each such settlement period and each such settlement date shall be referred to as a "“Settlement Period" ” and a "“Settlement Date"”, respectively). (c) The quantity of Draw Down Shares maximum Investment Amount as to each Draw Down shall be limited equal to the lesser of: (i) 4.99% of the then-current shares outstanding $25,000, or (ii) 200% of the previous 10-average daily volume based on the trailing 10 Trading Days preceding the first day average trading volume of the Draw Down Shares multiplied by 3. There shall be a minimum Draw Down Investment Amount (the "Investment Amount") of $25,000 and a maximum Draw Down Investment Amount of $1,000,000 unless otherwise agreed upon by the Company and the Purchaser. For avoidance of doubt, the calculation provided for herein shall be done at the beginning of the Draw Down Pricing Notice Period. (d) The issuance of Draw Down Shares of Common Stock to be issued on each Settlement Date shall subject to the following adjustments: (i) if during any Trading Day during the Draw Down Pricing Period trading of the Common Stock on the Trading Market is suspended for more than 3 hours, in the aggregate, or if any Trading Day during the Draw Down Pricing Period is shortened because of a public holiday, then such Trading Day shall be withdrawn from the Draw Down Pricing Period; and (ii) if during any Trading Day during the Draw Down Pricing Period sales of Draw Down Shares pursuant to the Registration Statement are suspended by the Company for more than three (3) hours, in the aggregate, then such Trading Day shall be withdrawn from the Draw Down Pricing Period. (e) The Company must inform the Purchaser as to the Investment Amount of the Draw Down the Company wishes to exercise by delivering a draw down notice, in the form of Exhibit B C hereto (the "“Draw Down Notice"”), via facsimile transmission in accordance with Section 8.3, as to the amount of the Draw Down (the “Investment Amount”) the Company wishes to exercise. The Draw Down Notice shall also inform the Purchaser of the first day of the Draw Down Pricing Period, which, unless otherwise agreed to in writing by the parties, shall be the first Trading Day following the date such Draw Down Notice is received (the "“Commencement Date"”). At no time shall the Purchaser be required to purchase more than the maximum Investment Amount for a given Draw Down Pricing Period. On or before any Trading Day that a Draw Down Notice is delivered, the Company shall have filed with the Commission a prospectus supplement pursuant to Rule 424 under the Securities Act setting forth the terms of the Draw Down Notice. Draw Down Notices shall be made no less than 10 Business Days apart, unless otherwise agreed upon by the Company and the Purchaser. (f) On the Trading Day immediately following the last day of the Settlement Period, the Company shall deliver, deliver and the Purchaser shall acknowledge receipt of, a settlement statement (the "“Settlement Statement"”) setting forth the number of Draw Down Shares issuable and the aggregate Purchase Price as to such Settlement Period. On the Settlement Date as to such Draw Down, the Draw Down Shares purchased pursuant to such Settlement Statement shall be delivered to the Depository Trust Company ("“DTC"”) account of the Purchaser, or its designees, as designated by the Purchaser in the Settlement Statement, via DTC's ’s Deposit Withdrawal Agent Commission system ("“DWAC"”). Upon the Company electronically delivering such Draw Down Shares to the DTC account of the Purchaser, or its designees, via DWAC by 1:00 p.m. ET, the Purchaser shall, on the same day (or the next Business Day if such day is not a Business Day) wire transfer immediately available funds to the Company's ’s bank account, as designated by the Company in the Settlement Statement, for the amount of the aggregate Purchase Price of such Draw Down Shares. Upon the Company electronically delivering the Draw Down Shares to the Purchaser or its designee's ’s DTC account via DWAC after 1:00 p.m. ET, the Purchaser shall wire transfer next day available funds to the Company's ’s designated account on such day. At the sole election of the Purchaser, the Purchaser may elect to pay any broker fees disclosed in the schedules attached to this Agreement directly to the brokers pursuant to written instructions from any such broker. (g) The Company understands that a delay in the delivery of the Draw Down Shares to the Purchaser beyond the Settlement Date could result in economic loss to the Purchaser. In addition to the Purchaser's ’s other available remedies, the Company shall pay to the Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of Draw Down Shares (based on the Closing Price of the Common Stock on the applicable Settlement Date) required to be delivered on the Settlement Date, $100 per Trading Day (increasing to $200 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Settlement Date until such Draw Down Shares are delivered pursuant to this Article VI. Nothing herein shall limit the Purchaser's ’s right to pursue actual damages for the Company's ’s failure to deliver certificates (via DWAC) representing any Securities as required by the Transaction Documents, including but not limited to the cost of any buy-in to the Purchaser, and the Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief.

Draw Down Terms. Subject to the satisfaction of the conditions set forth in this Agreement, the parties agree as follows: (a) The Company may, in its sole discretion, shall issue and exercise a draw downs against the Commitment Amount down (each a "“Draw Down"”) during the Commitment Investment Period, which Draw Downs Down the Purchaser shall will be obligated to accept, subject to the terms and conditions of this Agreement. Before the Company shall exercise a Draw Down, the Company shall have caused a sufficient number of shares of Common Stock to be registered to cover the Draw Down Shares to be issued in connection with such Draw Down. (b) Only one Draw Down shall be allowed in each Draw Down Pricing Period and any subsequent Draw Down Pricing Period shall not commence until per month during the Trading Cushion has elapsed since the end of the previous Draw Down Pricing Investment Period. The number of shares of Common Stock purchased price per share paid by the Purchaser with respect shall be equal to 1.2 multiplied by the 5-day VWAP (the “Draw Down Purchase Price”). (c) There shall be fifteen (15) monthly Draw Downs during the term of this Agreement. The Company shall have the right to issue and exercise a Draw Down of $250,000 each month for the first six (6) months of the Investment Period and $500,000 for the nine (9) months thereafter of the Company’s Common Stock per Draw Down. The minimum Draw Down shall be determined as set forth in Section 6.1(d) herein $250,000 and settled on the second Trading Day immediately following the end of the applicable Draw Down Pricing period (each such settlement period and each such settlement date shall be referred to as a "Settlement Period" and a "Settlement Date", respectively) (c) The quantity of Draw Down Shares as to each maximum Draw Down shall be limited to $500,000. Provided, however, that if the lesser of: (i) 4.99% Company has not delivered any of the thencontemplated fifteen (15) monthly Draw Downs in their corresponding monthly time-current shares outstanding or (ii) frames, then the previous 10-day average trading volume of the Company may deliver more than one Draw Down Shares multiplied by 3. There shall be a minimum Draw Down Investment Amount Notice in any given month (the "Investment Amount") of $25,000 and a maximum Draw Down Investment Amount of $1,000,000 unless otherwise agreed upon by the Company and the Purchaser. For avoidance of doubt, the calculation provided for herein shall be done at the beginning of the Draw Down Pricing Period“Catch-Up Notices”). (d) The issuance of Company shall inform the Purchaser by delivering a Draw Down Shares of Common Stock to be issued on each Settlement Date shall subject to the following adjustments: (i) if during any Trading Day during the Draw Down Pricing Period trading of the Common Stock on the Trading Market is suspended for more than 3 hoursNotice, in the aggregateform of Exhibit B hereto, or if any Trading Day during the Draw Down Pricing Period is shortened because of a public holiday, then such Trading Day shall be withdrawn from the Draw Down Pricing Period; and (e) The Company must inform the Purchaser via electronic mail transmission as to the Investment Amount amount of the Draw Down the Company wishes to exercise by delivering a draw down notice, in the form of Exhibit B hereto (the "Draw Down Notice"), via facsimile transmission in accordance with Section 8.3. The Draw Down Notice shall also inform the Purchaser of before the first day of the Draw Down Pricing Period, which, unless otherwise agreed to in writing by Period (the parties, shall be the first Trading Day following the date such “Draw Down Notice is received (the "Commencement Date"Notice”). At no time shall the Purchaser be required to purchase more than the maximum Investment Amount scheduled Draw Down amount for a given Draw Down Pricing Period. On or before any Trading Day Period so that a if the Company chooses not to exercise the maximum permitted Draw Down Notice is delivered, the Company shall have filed with the Commission in a prospectus supplement pursuant to Rule 424 under the Securities Act setting forth the terms of the given Draw Down Notice. Pricing Period the Purchaser is not obligated to purchase more than the scheduled maximum amount in a subsequent Draw Down Notices shall be made no less than 10 Business Days apartPricing Period, unless otherwise agreed upon by except with regard to the Company and the PurchaserCatch-Up Notices. (fe) On the Trading Day immediately following the last day of the Settlement PeriodPurchase Share Delivery Date, the Company shall deliver, and Shares purchased by the Purchaser shall acknowledge receipt of, a settlement statement (the "Settlement Statement") setting forth the number of Draw Down Shares issuable and the aggregate Purchase Price as to such Settlement Period. On the Settlement Date as to such Draw Down, the Draw Down Shares purchased pursuant to such Settlement Statement shall be delivered to the Depository Trust Company ("DTC") account of Purchaser. On the PurchaserPurchase Share Delivery Date, or its designees, as designated by Purchaser shall pay the Purchaser in the Settlement Statement, via DTC's Deposit Withdrawal Agent Commission system ("DWAC"). Upon the Company electronically delivering such Draw Down Shares to the DTC account of the Purchaser, or its designees, via DWAC by 1:00 p.m. ET, the Purchaser shall, on the same day (or the next Business Day if such day is not a Business Day) wire transfer immediately available funds Purchase Price to the Company's bank account, as designated by the Company in the Settlement Statement, for the amount of the aggregate Purchase Price of such Draw Down Shares. Upon the Company electronically delivering the Draw Down Shares to the Purchaser or its designee's DTC account via DWAC after 1:00 p.m. ET, the Purchaser shall wire transfer next day available funds to the Company's designated account on such day. At the sole election of the Purchaser, the Purchaser may elect to pay any broker fees disclosed in the schedules attached to this Agreement directly to the brokers pursuant to written instructions from any such broker. (g) The Company understands that a delay in the delivery of the Draw Down Shares to the Purchaser beyond the Settlement Date could result in economic loss to the Purchaser. In addition to the Purchaser's other available remedies, the Company shall pay to the Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of Draw Down Shares (based on the Closing Price of the Common Stock on the applicable Settlement Date) required to be delivered on the Settlement Date, $100 per Trading Day (increasing to $200 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Settlement Date until such Draw Down Shares are delivered pursuant to this Article VI. Nothing herein shall limit the Purchaser's right to pursue actual damages for the Company's failure to deliver certificates (via DWAC) representing any Securities as required by the Transaction Documents, including but not limited to the cost of any buy-in to the Purchaser, and the Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief.

Draw Down Terms. Subject to the satisfaction of the conditions set forth in this Agreement, the parties agree as follows: (a) The Company, may, in its sole discretion, issue a Draw Down Notice with respect to a Draw Down during each Draw Down Pricing Period of up to (i) $500,000 if the Threshold Price is equal to or greater than $3.00 and less than $4.00; (ii) $750,000 if the Threshold Price is equal to or greater than $4.00 and up to an additional $250,000 for every $2.00 increase in the Threshold Price above $4.00, for a maximum Draw Down Amount during each Draw Down Pricing Period of up to $1,500,000; provided, that the Company may, in its sole discretion, issue a Draw Down Notice with respect to any Draw Down Amount at any Threshold Price or any Draw Down Discount Percentage pursuant to terms mutually agreed upon by the Purchaser and exercise draw downs against the Commitment Amount (each a "Draw Down") during the Commitment PeriodCompany, which Draw Downs Down the Purchaser shall will be obligated to accept, subject . Prior to the terms and conditions of this Agreement. Before the Company shall exercise a issuing any Draw DownDown Notice, the Company shall have caused a sufficient number Shares registered under the Registration Statement which are valued in an amount equal to or in excess of shares of Common Stock to be registered to cover the Draw Down Amount. (b) The number of Shares to be issued in connection with each Draw Down shall be equal to the sum of the quotients (for each Trading Day of the Draw Down Pricing Period for which the VWAP equals or exceeds the Threshold Price) of (x) 1/20th (or such other fraction based on the length of the Draw DownDown Pricing Period) of the Draw Down Amount divided by (y) the applicable Draw Down Discount Percentage multiplied by the VWAP of the Common Stock for such Trading Day. (bc) Only one Draw Down shall be allowed in each Draw Down Pricing Period and any subsequent Period. Each Draw Down Pricing Period shall not commence until the consist of two (2) periods of ten (10) consecutive Trading Cushion has elapsed since the end of the previous Draw Down Pricing Days (each, a "Settlement Period. "). (d) The number of shares of Common Stock Shares purchased by the Purchaser with respect to each Draw Down shall be determined as set forth in Section 6.1(d) herein on a daily basis during each Draw Down Pricing Period and settled on the second Trading Day immediately following the end of each Settlement Period (the applicable Draw Down Pricing period (each such settlement period and each such settlement date shall be referred to as a "Settlement Period" and a "Settlement Date", respectively). (ce) The quantity of Draw Down Shares as to each Draw Down shall be limited to the lesser of: (i) 4.99% of the then-current shares outstanding or (ii) the previous 10-day average trading volume of the Draw Down Shares multiplied by 3. There shall be a minimum Draw Down Investment Amount (the "Investment Amount") of $25,000 and a maximum Draw Down Investment Amount of $1,000,000 unless otherwise agreed upon by the Company and the Purchaser. For avoidance of doubt, the calculation provided for herein shall be done at the beginning of the Draw Down Pricing Period. (d) The issuance of Draw Down Shares of Common Stock to be issued on each Settlement Date shall subject to the following adjustments: (i) if during any Trading Day during the Draw Down Pricing Period trading of the Common Stock on the Trading Market is suspended for more than 3 hours, in the aggregate, or if any Trading Day during the Draw Down Pricing Period is shortened because of a public holiday, then such Trading Day shall be withdrawn from the Draw Down Pricing Period; and (e) The Company must inform the Purchaser as to the Investment Amount of the Draw Down the Company wishes to exercise by delivering a draw down notice, in the form of Exhibit B hereto (the "Draw Down Notice"), via facsimile transmission in accordance with Section 8.3. The Draw Down Notice shall also inform the Purchaser of the first day of the Draw Down Pricing Period, which, unless otherwise agreed to in writing by the parties, shall be the first Trading Day following the date such Draw Down Notice is received (the "Commencement Date"). At no time shall the Purchaser be required to purchase more than the maximum Investment Amount for a given Draw Down Pricing Period. On or before any Trading Day that a Draw Down Notice is delivered, the Company shall have filed with the Commission a prospectus supplement pursuant to Rule 424 under the Securities Act setting forth the terms of the Draw Down Notice. Draw Down Notices shall be made no less than 10 Business Days apart, unless otherwise agreed upon by the Company and the Purchaser. (f) On the Trading Day immediately following the last day of the Settlement Period, the Company shall deliver, and the Purchaser shall acknowledge receipt of, a settlement statement (the "Settlement Statement") setting forth the number of Draw Down Shares issuable and the aggregate Purchase Price as to such Settlement Period. On the Settlement Date as to such Draw Down, the Draw Down Shares purchased pursuant to such Settlement Statement shall be delivered to the Depository Trust Company ("DTC") account of the Purchaser, or its designees, as designated by the Purchaser in the Settlement Statement, via DTC's Deposit Withdrawal Agent Commission system ("DWAC"). Upon the Company electronically delivering such Draw Down Shares to the DTC account of the Purchaser, or its designees, via DWAC by 1:00 p.m. ET, the Purchaser shall, on the same day (or the next Business Day if such day is not a Business Day) wire transfer immediately available funds to the Company's bank account, as designated by the Company in the Settlement Statement, for the amount of the aggregate Purchase Price of such Draw Down Shares. Upon the Company electronically delivering the Draw Down Shares to the Purchaser or its designee's DTC account via DWAC after 1:00 p.m. ET, the Purchaser shall wire transfer next day available funds to the Company's designated account on such day. At the sole election of the Purchaser, the Purchaser may elect to pay any broker fees disclosed in the schedules attached to this Agreement directly to the brokers pursuant to written instructions from any such broker. (g) The Company understands that a delay in the delivery of the Draw Down Shares to the Purchaser beyond the Settlement Date could result in economic loss to the Purchaser. In addition to the Purchaser's other available remedies, the Company shall pay to the Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of Draw Down Shares (based on the Closing Price of the Common Stock on the applicable Settlement Date) required to be delivered on the Settlement Date, $100 per Trading Day (increasing to $200 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after between Draw Downs, unless otherwise mutually agreed upon between the Settlement Date until such Draw Down Shares are delivered pursuant to this Article VI. Nothing herein shall limit the Purchaser's right to pursue actual damages for Purchaser and the Company's failure to deliver certificates . (via DWACf) representing any Securities as required by the Transaction Documents, including but not limited to the cost There shall be a maximum of any buytwenty-in to the Purchaser, and the Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief.four

Draw Down Terms. Subject to the satisfaction of the conditions set forth in this Agreement, the parties agree as follows: (a) The Company Company, may, in its sole discretion, issue and exercise a draw downs against the Commitment Amount down (each a "Draw Down") during the Commitment each Draw Down Pricing Period, which Draw Downs Down the Purchaser shall will be obligated to accept, subject to accept for a period of 36 months commencing immediately after the terms and conditions of this Agreement. Before Effective Date (the Company shall exercise a Draw Down, the Company shall have caused a sufficient number of shares of Common Stock to be registered to cover the Draw Down Shares to be issued in connection with such Draw Down"Commitment Period"). (b) Only one Draw Down shall be allowed in each Draw Down Pricing Period and any subsequent Period. There shall be at least seven (7) Trading Days between Draw Down Pricing Period shall not commence until the Trading Cushion has elapsed since the end of the previous Draw Down Pricing PeriodPeriods. The number of shares of Common Stock purchased by the Purchaser with respect to each Draw Down shall be determined as set forth in Section 6.1(d) herein and settled on on, (i) as to the second 1st through the 11th Trading Day immediately following the end of the applicable Days after a Draw Down Pricing period Period commences (each such settlement period and each such settlement date shall be referred to as a the "First Settlement Period" "), on the 13th Trading Day after a Draw Down Pricing Period commences and (ii) as to the 12th through the 22nd Trading Days after a Draw Down Pricing Period commences (the "Second Settlement Period"), the 24th Trading Day after a Draw Down Pricing Period. (each, a "Settlement Date" and the First and Second Settlement Periods collectively referred to as "Settlement Periods"). In connection with each Draw Down Pricing Period, respectively)the Company may set the Threshold Price in the Draw Down Notice. (c) The quantity of Draw Down Shares as to each Draw Down minimum Investment Amount shall be limited to $100,000 and the maximum Investment Amount shall be the lesser of: of (i) 4.99$1,000,000, and (ii) 10% of the thenweighted average price for the Common Stock for the forty-current shares outstanding or five (ii45) calendar day period immediately prior to the previous 10-day average Commencement Date (defined below) multiplied by the total trading volume in respect of the Common Stock for the forty-five (45) calendar day period immediately prior to the Commencement Date. Notwithstanding anything to the contrary herein, as to any Draw Down Shares multiplied by 3. There Down, in the event the maximum Investment Amount is equal to or greater than $50,000 and less than $100,000, the minimum Investment Amount shall be a minimum Draw Down Investment Amount (the "maximum Investment Amount") of $25,000 and a maximum Draw Down Investment Amount of $1,000,000 unless otherwise agreed upon by the Company and the Purchaser. For avoidance of doubt, the calculation provided for herein shall be done at the beginning of the Draw Down Pricing Period. (d) The issuance number of Draw Down Shares of Common Stock to be issued on each Settlement Date shall be a number of shares equal to the sum of the quotients (for each trading day within the Settlement Period) of (x) 1/22nd of the Investment Amount and (y) the Purchase Price on each Trading Day within the Settlement Period, subject to the following adjustments: (i) if during any the Average Daily Price on a given Trading Day during is less than the Draw Down Pricing Period Threshold Price, then the Investment Amount will be reduced by 1/22nd and that day shall be withdrawn from the Settlement Period; and (ii) trading of the Common Stock on the Trading Principal Market is suspended for more than 3 three (3) hours, in the aggregate, or if on any Trading Day during the Draw Down Pricing Period is shortened because of a public holidaySettlement Period, then such Trading Day the Investment Amount shall be reduced by 1/22nd and that day shall be withdrawn from the Draw Down Pricing applicable Settlement Period; and. (e) The Company must inform the Purchaser as to the Investment Amount of the Draw Down the Company wishes to exercise by delivering a draw down notice, in the form of Exhibit B D hereto (the "Draw Down Notice"), via facsimile transmission in accordance with Section 8.3. The 9.4 as to the amount of the Draw Down Notice shall also inform (the Purchaser of "Investment Amount") the Company wishes to exercise before the first day of the Draw Down Pricing Period, which, unless otherwise agreed to in writing by the parties, shall be the first Trading Day following the date such Draw Down Notice is received Period (the "Commencement Date"). If the Commencement Date is to be the date of the Draw Down Notice, the Draw Down Notice must be delivered to and receipt confirmed by the Purchaser at least one hour before trading commences on such date. At no time shall the Purchaser be required to purchase more than the maximum Investment Amount Draw Down amount for a given Draw Down Pricing Period. On or before any Trading Day Period so that a if the Company chooses not to exercise the maximum permitted Draw Down Notice is delivered, the Company shall have filed with the Commission in a prospectus supplement pursuant to Rule 424 under the Securities Act setting forth the terms of the given Draw Down Notice. Pricing Period the Purchaser is not obligated to and shall not purchase more than the scheduled maximum amount in a subsequent Draw Down Notices shall be made no less than 10 Business Days apart, unless otherwise agreed upon by the Company and the PurchaserPricing Period. (f) On the Trading Day immediately following the last day of the Settlement Period, the Company shall deliver, and the Purchaser shall acknowledge receipt of, a settlement statement (the "Settlement Statement") setting forth the number of Draw Down Shares issuable and the aggregate Purchase Price as to such Settlement Period. On the Settlement Date as to such Draw Down, the Draw Down Shares purchased pursuant to such Settlement Statement shall be delivered to the Depository Trust Company ("DTC") account of the Purchaser, or its designees, as designated by the Purchaser in the Settlement Statement, via DTC's Deposit Withdrawal Agent Commission system ("DWAC"). Upon the Company electronically delivering such Draw Down Shares to the DTC account of the Purchaser, or its designees, via DWAC by 1:00 p.m. ET, the Purchaser shall, on the same day (or the next Business Day if such day is not a Business Day) wire transfer immediately available funds to the Company's bank account, as designated by the Company in the Settlement Statement, for the amount of the aggregate Purchase Price of such Draw Down Shares. Upon the Company electronically delivering the Draw Down Shares to the Purchaser or its designee's DTC account via DWAC after 1:00 p.m. ET, the Purchaser shall wire transfer next day available funds to the Company's designated account on such day. At the sole election of the Purchaser, the Purchaser may elect to pay any broker fees disclosed in the schedules attached to this Agreement directly to the brokers pursuant to written instructions from any such broker. (g) The Company understands that a delay in the delivery of the Draw Down Shares to the Purchaser beyond the Settlement Date could result in economic loss to the Purchaser. In addition to the Purchaser's other available remedies, the Company shall pay to the Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of Draw Down Shares (based on the Closing Price of the Common Stock on the applicable Settlement Date) required to be delivered on the Settlement Date, $100 per Trading Day (increasing to $200 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Settlement Date until such Draw Down Shares are delivered pursuant to this Article VI. Nothing herein shall limit the Purchaser's right to pursue actual damages for the Company's failure to deliver certificates (via DWAC) representing any Securities as required by the Transaction Documents, including but not limited to the cost of any buy-in to the Purchaser, and the Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief.

Draw Down Terms. Subject to the satisfaction of the conditions set forth in this Agreement, the parties agree as follows: (a) The Company Company, may, in its sole discretion, issue and exercise a draw downs against the Commitment Amount down (each a "Draw Down") during the Commitment each Draw Down Pricing Period, which Draw Downs Down the Purchaser shall will be obligated to accept, subject to accept for a period of 24 months commencing immediately after the terms and conditions of this Agreement. Before the Company shall exercise a Draw Down, the Company shall have caused a sufficient number of shares of Common Stock to be registered to cover the Draw Down Shares to be issued in connection with such Draw DownEffective Date. (b) Only one Draw Down shall be allowed in each Draw Down Pricing Period and any subsequent Period. There shall be at least seven (7) Trading Days between Draw Down Pricing Period Periods. The price per share paid by the Purchaser shall not commence until be based on the Average Daily Price on each separate Trading Cushion has elapsed since Day during the end of the previous Draw Down Pricing Period. The number of shares of Common Stock purchased by the Purchaser with respect to each Draw Down shall be determined as set forth in Section 6.1(d) herein and settled on the second Trading Day immediately following the end of the applicable a daily basis during each Draw Down Pricing period Period and settled on, (each such settlement period i) as to the 1st to the 11th Trading Days after a Draw Down Pricing Period commences, on the 13th Trading Day after a Draw Down Pricing Period commences and each such settlement date shall be referred (ii) as to as the 12th to the 22nd Trading Days after a "Settlement Draw Down Pricing Period commences, the 24th Trading Day after a Draw Down Pricing Period" and . (each, a "Settlement Date"). In connection with each Draw Down Pricing Period, respectivelythe Company may set an Average Daily Price below which the Company will not sell any Shares (the "Threshold Price"). If the Average Daily Price on any day within the Draw Down Pricing Period is less than the Threshold Price, the Company shall not sell and the Purchaser shall not be obligated to purchase the Shares otherwise to be purchased for such day, except that, the Purchaser may elect to purchase such Shares at the Threshold Price. Prior to 6:15 pm EDT on the Settlement Date, the Purchaser shall instruct the Company as to how many below Threshold Price days the Purchaser elects to purchase such shares. (c) The quantity of Draw Down Shares as to each minimum Draw Down shall be limited to the lesser of: (i) 4.99% of the then-current shares outstanding or (ii) the previous 10-day average trading volume of the Draw Down Shares multiplied by 3. There shall be a minimum Draw Down Investment Amount (the "Investment Amount") of $25,000 and a maximum Draw Down Investment Amount of $1,000,000 250,000, unless otherwise agreed upon by the Company and the Purchaser. For avoidance of doubt, the calculation provided for herein shall be done at the beginning of the Draw Down Pricing Period. (d) The issuance maximum dollar amount of each Draw Down during any Draw Down Pricing Period shall be limited pursuant to the following formula: Average Stock Price: Average of the Average Daily Prices for the 45 Trading Days prior to the Draw Down Notice date. Average Trading Volume: Average daily trading volume for the 45 Trading Days prior to the Draw Down Notice date. Maximum dollar amount of each Draw Down: 20% of (Average Stock Price x (Average Trading Volume x 22)). The number of Shares of Common Stock to be issued in connection with each Draw Down shall be equal to the sum of the quotients (for each trading day within the Draw Down Pricing Period) of (x) 1/22nd of the Draw Down amount and (y) the Purchase Price on each Settlement Date shall Trading Day within the Draw Down Pricing Period, subject to the following adjustments: (i) if during any Trading Day during the Draw Down Pricing Period trading of the Common Stock on the Trading Market is suspended for more than 3 hours, in the aggregate, or if any Trading Day during the Draw Down Pricing Period is shortened because of a public holiday, then such Trading Day shall be withdrawn from the Draw Down Pricing Period; and (e) The Company must inform the Purchaser as to the Investment Amount of the Draw Down the Company wishes to exercise by delivering a draw down notice, in the form of Exhibit B hereto (the "Draw Down Notice"), via facsimile transmission in accordance with Section 8.3. The Draw Down Notice shall also inform the Purchaser of the first day of the Draw Down Pricing Period, which, unless otherwise agreed to in writing by the parties, shall be the first Trading Day following the date such Draw Down Notice is received (the "Commencement Date"). At no time shall the Purchaser be required to purchase more than the maximum Investment Amount for a given Draw Down Pricing Period. On or before any Trading Day that a Draw Down Notice is delivered, the Company shall have filed with the Commission a prospectus supplement pursuant to Rule 424 under the Securities Act setting forth the terms of the Draw Down Notice. Draw Down Notices shall be made no less than 10 Business Days apart, unless otherwise agreed upon by the Company and the Purchaser. (f) On the Trading Day immediately following the last day of the Settlement Period, the Company shall deliver, and the Purchaser shall acknowledge receipt of, a settlement statement (the "Settlement Statement") setting forth the number of Draw Down Shares issuable and the aggregate Purchase Price as to such Settlement Period. On the Settlement Date as to such Draw Down, the Draw Down Shares purchased pursuant to such Settlement Statement shall be delivered to the Depository Trust Company ("DTC") account of the Purchaser, or its designees, as designated by the Purchaser in the Settlement Statement, via DTC's Deposit Withdrawal Agent Commission system ("DWAC"). Upon the Company electronically delivering such Draw Down Shares to the DTC account of the Purchaser, or its designees, via DWAC by 1:00 p.m. ET, the Purchaser shall, on the same day (or the next Business Day if such day is not a Business Day) wire transfer immediately available funds to the Company's bank account, as designated by the Company in the Settlement Statement, for the amount of the aggregate Purchase Price of such Draw Down Shares. Upon the Company electronically delivering the Draw Down Shares to the Purchaser or its designee's DTC account via DWAC after 1:00 p.m. ET, the Purchaser shall wire transfer next day available funds to the Company's designated account on such day. At the sole election of the Purchaser, the Purchaser may elect to pay any broker fees disclosed in the schedules attached to this Agreement directly to the brokers pursuant to written instructions from any such broker. (g) The Company understands that a delay in the delivery of the Draw Down Shares to the Purchaser beyond the Settlement Date could result in economic loss to the Purchaser. In addition to the Purchaser's other available remedies, the Company shall pay to the Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of Draw Down Shares (based on the Closing Price of the Common Stock on the applicable Settlement Date) required to be delivered on the Settlement Date, $100 per Trading Day (increasing to $200 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Settlement Date until such Draw Down Shares are delivered pursuant to this Article VI. Nothing herein shall limit the Purchaser's right to pursue actual damages for the Company's failure to deliver certificates (via DWAC) representing any Securities as required by the Transaction Documents, including but not limited to the cost of any buy-in to the Purchaser, and the Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief.

Draw Down Terms. Subject to the satisfaction of the conditions set forth in this Agreement, the parties agree as follows: (a) The Company 3.1 During the Term, the Company, may, in its sole discretion, issue and exercise a number of Draw Down Notices, each with respect to a draw downs against the Commitment Amount down (each a "Draw DownDRAW DOWN") during the Commitment Period), which Draw Downs Down the Purchaser shall be obligated to accept, subject to the terms and conditions of this Agreement. Before the Company shall exercise a Draw DownDown amount of up to $500,000 (each, a "DRAW DOWN AMOUNT"); PROVIDED, HOWEVER, that the Company shall have caused a sufficient number of shares of Common Stock Investors may refuse, in their sole discretion, on or before the Closing Date, to be registered to cover the close on any Draw Down Shares to be issued in connection with such Draw Downwhich the Average Sales Price is below $5 per share. (b) Only one Draw Down shall be allowed in each Draw Down Pricing Period and any subsequent Draw Down Pricing Period shall not commence until the Trading Cushion has elapsed since the end of the previous Draw Down Pricing Period. The number of shares of Common Stock purchased by the Purchaser with respect to each Draw Down shall be determined as set forth in Section 6.1(d) herein and settled on the second Trading Day immediately following the end of the applicable Draw Down Pricing period (each such settlement period and each such settlement date shall be referred to as a "Settlement Period" and a "Settlement Date", respectively) (c) The quantity of Draw Down Shares as to each Draw Down shall be limited to the lesser of: (i) 4.99% of the then-current shares outstanding or (ii) the previous 10-day average trading volume of the Draw Down Shares multiplied by 3. 3.2 There shall be a minimum Draw Down Investment Amount of five (the "Investment Amount"5) trading days (or such other number of $25,000 and a maximum Draw Down Investment Amount of $1,000,000 unless otherwise trading days mutually agreed upon by the Company Purchaser and the Purchaser. For avoidance of doubt, the calculation provided for herein shall be done at the beginning of the Company) between Draw Down Pricing PeriodDowns. (d) The issuance of Draw Down Shares of Common Stock to be issued on each Settlement Date shall subject to the following adjustments: (i) if during any Trading Day during the Draw Down Pricing Period trading of the Common Stock on the Trading Market is suspended for more than 3 hours, in the aggregate, or if any Trading Day during the Draw Down Pricing Period is shortened because of a public holiday, then such Trading Day shall be withdrawn from the Draw Down Pricing Period; and (e) 3.3 The Company must inform the Purchaser via facsimile transmission as to the Investment Amount of the Draw Down Amount the Company wishes to exercise by delivering a draw down noticebefore commencement of trading on the first trading day of the Pricing Period (the "DRAW DOWN NOTICE"), substantially in the form of Exhibit B attached hereto (the "Draw Down Notice"), via facsimile transmission in accordance with Section 8.3. The Draw Down Notice shall also inform the Purchaser of the first day of the Draw Down Pricing Period, which, unless otherwise agreed to in writing by the parties, shall be the first Trading Day following the date such Draw Down Notice is received (the "Commencement as ANNEX D. 3.4 On each Closing Date"). At no time shall the Purchaser be required to purchase more than the maximum Investment Amount for a given Draw Down Pricing Period. On or before any Trading Day that a Draw Down Notice is delivered, the Company Investors shall have filed with cause the Commission a prospectus supplement pursuant Required Payment to Rule 424 under the Securities Act setting forth the terms of the Draw Down Notice. Draw Down Notices shall be made no less than 10 Business Days apart, unless otherwise agreed upon by the Company and the Purchaser. (f) On the Trading Day immediately following the last day of the Settlement Period, the Company shall deliver, and the Purchaser shall acknowledge receipt of, a settlement statement (the "Settlement Statement") setting forth the number of Draw Down Shares issuable and the aggregate Purchase Price as to such Settlement Period. On the Settlement Date as to such Draw Down, the Draw Down Shares purchased pursuant to such Settlement Statement shall be delivered to the Depository Trust Company ("DTC") account of the Purchaser, or its designees, as designated by the Purchaser in the Settlement Statement, via DTC's Deposit Withdrawal Agent Commission system ("DWAC"). Upon the Company electronically delivering such Draw Down Shares to the DTC account of the Purchaser, or its designees, via DWAC by 1:00 p.m. ET, the Purchaser shall, on the same day (or the next Business Day if such day is not a Business Day) wire transfer immediately available funds to the Company's bank account, as designated by the Company in the Settlement Statement, for the amount of the aggregate Purchase Price of such Draw Down Shares. Upon the Company electronically delivering the Draw Down Shares to the Purchaser or its designee's DTC account via DWAC after 1:00 p.m. ET, the Purchaser shall wire transfer next day available funds to the Company's designated account on such dayby wire transfer of immediately available funds. At the sole election Within three days of receipt of the Purchaser, the Purchaser may elect to pay any broker fees disclosed in the schedules attached to this Agreement directly to the brokers pursuant to written instructions from any such broker. (g) The Company understands that a delay in the delivery of the Draw Down Shares to the Purchaser beyond the Settlement Date could result in economic loss to the Purchaser. In addition to the Purchaser's other available remediesRequired Payment, the Company shall pay to the Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of Draw Down Shares (based on the Closing Price of cause the Common Stock on the applicable Settlement Date) required Shares to be delivered to the Investors in accordance with each Investor's pro rata percentage, as set forth on ANNEX A attached hereto, making all required adjustments to ensure that the Settlement Datenumber of Common Shares distributed to each Investor for any given Draw Down is rounded up to the nearest whole share. 3.5 The Draw Down Amounts advanced hereunder shall not, in the aggregate, exceed $100 per Trading Day (increasing to $200 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Settlement Date 1,000,000 until such Draw Down Shares are delivered pursuant to this Article VI. Nothing herein shall limit the Purchaser's right to pursue actual damages for time as the Company's failure New Wheel Technology, Inc. subsidiary has demonstrated to deliver certificates (via DWAC) representing any Securities as required by an engineer and/or engineering consulting organization trained in the Transaction Documents, including but not limited to the cost art of any buytransmission and/or data communications that its metallic high-speed transmission technology is capable of transmitting and receiving signals in to the Purchaser, and the Purchaser shall have the right to pursue all remedies available to it sufficient detail that signals are being transferred at law or in equity including, without limitation, 51 Mbps on two 26-gauge copper wires for a decree distance of specific performance and/or injunctive relief8,500 feet.

Draw Down Terms. Subject to the satisfaction of the conditions set forth in this Agreement, and subject to Section 6.02 below, the parties Parties agree (unless otherwise mutually agreed upon by the Parties in writing) as follows: (a) The Company may, in its sole discretion, issue and exercise draw downs against the Commitment a Draw Down Notice (as defined in Section 6.01(h) hereof) for a specified Draw Down Amount (each a "Draw Down"Requested. Subject to Section 6.01(g) during the Commitment Periodbelow, which Draw Downs the Purchaser shall be obligated pay a per-Share amount equal to accept90% of the average Daily Closing Price during the Draw Down Pricing Period (the “Purchase Price”). Subject to Section 4.06 hereof, subject the Draw Down Amount Requested shall not exceed four hundred percent (400%) (the “Draw Down Limit”) of the average daily trading volume for the 30 Trading Days immediately preceding the Draw Down Exercise Date. (b) Prior to commencement of the terms and conditions of this Agreement. Before the Company shall exercise a Draw DownDown Pricing Period, the Company shall have caused a sufficient number of shares of Common Stock deliver the Shares to be registered purchased in such Draw Down to cover the Purchaser. If Shares delivered to the Purchaser prior to commencement of the Draw Down Pricing Period are delivered in certificated form and not DWAC Eligible, then the Draw Down Pricing Period shall not begin until the Shares to be issued in connection with such Draw Downare cleared by an appointed clearing agent. (bc) Only one Draw Down shall be allowed in each Draw Down Pricing Period and any subsequent Period. (d) Each Draw Down shall be settled on the first Trading Day after the end of such Draw Down Pricing Period (the “Settlement Date”). (e) On each Settlement Date, the Purchaser’s total Draw Down commitment under this Agreement shall not commence until be reduced by the total Draw Down Amount for such Draw Down Pricing Period (as adjusted per Section 6.01(i), if applicable). (f) [reserved] (g) Each Draw Down Notice shall set forth the Threshold Price set by the Company for such Draw Down. If the Daily Closing Price on a given Trading Cushion has elapsed since Day in the end of the previous Draw Down Pricing Period. The number of shares of Common Stock purchased , multiplied by 9/10, is less than the Threshold Price, then the total Draw Down Amount Requested will be reduced by 1/30th, and, unless otherwise agreed by the Purchaser with respect to each Draw Down Parties, the Daily Closing Price on such Trading Day shall be determined as set forth in Section 6.1(d) herein and settled on excluded from the second Trading Day immediately following the end calculation of the applicable Draw Down Pricing period (each such settlement period and each such settlement date shall be referred to as a "Settlement Period" and a "Settlement Date", respectively)Purchase Price. (ch) The quantity of Draw Down Shares as to each Draw Down shall be limited As a condition to the lesser of: exercise of any Draw Down, the Company must (i) 4.99% provide a notice to the Purchaser of the then-current shares outstanding or (ii) Company’s exercise of any Draw Down via email before commencement of trading on the previous 10-day average trading volume first Trading Day of the Draw Down Pricing Period covered by such notice (the “Draw Down Notice”), substantially in the form attached hereto as Exhibit E, and (ii) pursuant to Section 6.01(b), deliver the Shares multiplied by 3to the Purchaser or its designees via DWAC, if the Company is approved for DWAC in an amount equal to the Draw Down Amount Requested (which amount shall be adjusted in the event that the maximum amount pursuant to Section 6.01(a) or Section 6.02 hereof is less than the Draw Down Amount Requested). There The date the Company delivers the Draw Down Notice and the Shares in accordance with this Section 6.01(h) shall be a minimum “Draw Down Investment Amount (the "Investment Amount") of $25,000 and a maximum Exercise Date.” The Draw Down Investment Notice shall specify the Draw Down Amount Requested, set the Threshold Price for such Draw Down and designate the first Trading Day of $1,000,000 unless otherwise agreed upon by the Draw Down Pricing Period that the Company and wishes to grant to the Purchaser. For avoidance of doubt, the calculation provided for herein shall be done at the beginning of Purchaser during the Draw Down Pricing Period. (d) The issuance of Draw Down Shares of Common Stock to be issued on each Settlement Date shall subject to the following adjustments: (i) if during any Trading Day during the Draw Down Pricing Period trading of the Common Stock on the Trading Market is suspended for more than 3 hours, in the aggregate, or if any Trading Day during the Draw Down Pricing Period is shortened because of a public holiday, then such Trading Day shall be withdrawn from the Draw Down Pricing Period; and (e) The Company must inform the Purchaser as to the Investment Amount of the Draw Down the Company wishes to exercise by delivering a draw down notice, in the form of Exhibit B hereto (the "Draw Down Notice"), via facsimile transmission in accordance with Section 8.3. The Draw Down Notice shall also inform the Purchaser of the first day of the Draw Down Pricing Period, which, unless otherwise agreed to in writing by the parties, shall be the first Trading Day following the date such Draw Down Notice is received (the "Commencement Date"). At no time shall the Purchaser be required to purchase more than the maximum Investment Amount for a given Draw Down Pricing Period. On or before any Trading Day that a Draw Down Notice is delivered, the Company shall have filed with the Commission a prospectus supplement pursuant to Rule 424 under the Securities Act setting forth the terms of the Draw Down Notice. Draw Down Notices shall be made no less than 10 Business Days apart, unless otherwise agreed upon by the Company and the Purchaser. (f) On the Trading Day immediately following the last day of the Settlement Period, the Company shall deliver, and the Purchaser shall acknowledge receipt of, a settlement statement (the "Settlement Statement") setting forth the number of Draw Down Shares issuable and the aggregate Purchase Price as to such Settlement Period. On the Settlement Date as to such Draw Down, the Draw Down Shares purchased pursuant to such Settlement Statement shall be delivered to the Depository Trust Company ("DTC") account of the Purchaser, or its designees, as designated by the Purchaser in the Settlement Statement, via DTC's Deposit Withdrawal Agent Commission system ("DWAC"). Upon the Company electronically delivering such Draw Down Shares to the DTC account of the Purchaser, or its designees, via DWAC by 1:00 p.m. ET, the Purchaser shall, on the same day (or the next Business Day if such day is not a Business Day) wire transfer immediately available funds to the Company's bank account, as designated by the Company in the Settlement Statement, for the amount of the aggregate Purchase Price of such Draw Down Shares. Upon the Company electronically delivering the Draw Down Shares to the Purchaser or its designee's DTC account via DWAC after 1:00 p.m. ET, the Purchaser shall wire transfer next day available funds to the Company's designated account on such day. At the sole election of the Purchaser, the Purchaser may elect to pay any broker fees disclosed in the schedules attached to this Agreement directly to the brokers pursuant to written instructions from any such broker. (g) The Company understands that a delay in the delivery of the Draw Down Shares to the Purchaser beyond the Settlement Date could result in economic loss to the Purchaser. In addition to the Purchaser's other available remedies, the Company shall pay to the Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of Draw Down Shares (based on the Closing Price of the Common Stock on the applicable Settlement Date) required to be delivered on the Settlement Date, $100 per Trading Day (increasing to $200 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Settlement Date until such Draw Down Shares are delivered pursuant to this Article VI. Nothing herein shall limit the Purchaser's right to pursue actual damages for the Company's failure to deliver certificates (via DWAC) representing any Securities as required by the Transaction Documents, including but not limited to the cost of any buy-in to the Purchaser, and the Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief.

Draw Down Terms. Subject to the satisfaction of the conditions set forth in this Agreement, the parties agree as follows: (a) The Company may, in its sole discretion, issue and exercise draw downs against the Commitment Amount (each a "“Draw Down"”) during the Commitment Period, which Draw Downs the Purchaser shall be obligated to accept, subject to the terms and conditions of this Agreement. Before the Company shall exercise a Draw Down, the Company shall have caused a sufficient number of shares of Common Stock to be registered to cover the resale of the Draw Down Shares to be issued in connection with such Draw DownDown and the VWAP shall be greater than $0.05 per share, subject to adjustment, on the date of delivery of each Draw Down Notice. (b) Only one Draw Down shall be allowed in on each Draw Down Pricing Period and any subsequent Draw Down Pricing Period shall not commence until the regular, full (non-holiday) Trading Cushion has elapsed since the end of the previous Draw Down Pricing PeriodDay. The number of shares of Common Stock purchased by the Purchaser with respect to each Draw Down shall be determined as set forth in Section 6.1(d) herein and herein. Each Draw Down shall be settled on no later than the second next Trading Day immediately following the end delivery of the applicable Draw Down Pricing period Notice (each such settlement period and each such settlement date shall be referred to as a "Settlement Period" and a "“Settlement Date", respectively”). (c) The quantity of Draw Down Shares maximum dollar amount as to each Draw Down shall be limited equal to the lesser of: (i) 4.99A multiplied by B, where A equals a number of shares of Common Stock equal to 20% of the then-current shares outstanding or (ii) the previous 10-day average daily trading volume during the 7 Trading Days immediately prior to date of the applicable Draw Down Shares multiplied by 3. There shall be a minimum Notice, eliminating the 2 days with the greatest trading volume and the 2 days with the least trading volume and B equals the VWAP on the trading day immediately prior to the date of the applicable Draw Down Investment Amount Notice (the "“Investment Amount") of ”); provided, however, that no Draw Down shall exceed $25,000 and a maximum Draw Down Investment Amount of $1,000,000 unless or such amount that would otherwise agreed upon by cause the Company and Purchaser to exceed the Purchaser. For avoidance of doubt, the calculation provided for herein shall be done at the beginning of the Draw Down Pricing Periodbeneficial ownership limit set forth in Section 4.12. (d) The issuance number of Draw Down Shares shares of Common Stock to be issued on each Settlement Date shall be a number of shares equal to the Investment Amount divided by the Purchase Price, subject to the following adjustments: (i) if during any Trading Day during the Purchase Price is less than the applicable Threshold Price, then the Draw Down Pricing Period Notice shall be invalid; and (ii) if during the Trading Day on which the Draw Down Notice is delivered, trading of the Common Stock on the Trading Market is suspended for more than 3 hours, in the aggregate, or if any the Trading Day during on which the Draw Down Pricing Period Notice is delivered is shortened because of a public holiday, then such Trading Day shall be withdrawn from the Draw Down Pricing PeriodNotice shall be invalid; and (iii) if during the Trading Day on which the Draw Down Notice is delivered, sales of Draw Down Shares pursuant to the Registration Statement are suspended by the Company for more than three (3) hours, in the aggregate, then the Draw Down Notice shall be invalid. (e) The Purchaser will deliver to the Company, (A) by 10:30 am Pacific Time on each Trading Day, the VWAP for the prior Trading Day, and (B) by 1:10 pm Pacific Time on each Trading Day, the VWAP and the Closing Price contemplated under the definition of Purchase Price for the day. The Company must inform the Purchaser as to the Investment Amount of the Draw Down the Company wishes to exercise by delivering a draw down notice, in the form of Exhibit B hereto (the "“Draw Down Notice"”), via only between 1:00 pm and 1:30 pm Pacific Time, and must be delivered by facsimile transmission in accordance with Section 8.3. The Draw Down Notice shall also inform or email to a person designated by Purchaser, as to the Purchaser of the first day Investment Amount of the Draw Down Pricing Period, which, unless otherwise agreed the Company wishes to in writing by the parties, shall be the first Trading Day following the date such Draw Down Notice is received (the "Commencement Date")exercise. At no time shall the Purchaser be required to purchase more than the maximum Investment Amount for a given Draw Down Pricing PeriodNotice. On or before any Trading Day that a Draw Down Notice is delivered or notice of suspension of Draw Downs is delivered, the Company shall have filed with the Commission a prospectus supplement pursuant to Rule 424 under the Securities Act setting forth the terms of the Draw Down NoticeNotice or suspension notice. The Purchaser will confirm the Purchase Price, Investment Amount, and the calculation of the number of Draw Down Notices shall Shares to be made no less than 10 Business Days apartissued pursuant to an applicable Draw Down Notice, unless otherwise agreed upon by and will confirm the same with the Company and no later than 4:00 pm Pacific Time on the Purchaserdate that the Draw Down Notice is delivered. (f) On the Trading Day immediately following the last day date of delivery of the Settlement Period, the Company shall deliver, and the Purchaser shall acknowledge receipt of, a settlement statement (the "Settlement Statement") setting forth the number of Draw Down Shares issuable and the aggregate Purchase Price as to such Settlement Period. On the Settlement Date as to such Draw DownNotice, the Draw Down Shares purchased pursuant to such Settlement Statement Draw Down Notice shall be delivered to the Depository Trust Company ("“DTC"”) account of the Purchaser, or its designees, as designated by the Purchaser in the Settlement StatementPurchaser, via DTC's ’s Deposit or Withdrawal Agent Commission at Custodian system ("“DWAC"”). Upon the Company electronically delivering such Draw Down Shares to the DTC account of the Purchaser, or its designees, via DWAC by 1:00 p.m. ETDWAC, the Purchaser shall, on the same day (or the next Business Day if such day is not a Business Day) shall wire transfer immediately available funds to the Company's ’s bank account, as designated by the Company in the Settlement StatementCompany, for the amount of the aggregate Purchase Price of such Draw Down Shares. Upon the Company electronically delivering the Draw Down Shares to the Purchaser or its designee's DTC account via , less any DWAC after 1:00 p.m. ETfees, the Purchaser shall wire transfer next day available funds to the Company's designated account on such dayilliquid securities charges, and other brokerage fees. At the sole election of the Purchaser, the Purchaser may elect to pay any broker fees disclosed in the schedules attached to this Agreement directly to the brokers pursuant to written instructions from any such broker. (g) The Company understands that a delay in the delivery of the Draw Down Shares to the Purchaser beyond the Settlement Date could result in economic loss to the Purchaser. In addition to the Purchaser's ’s other available remedies, the Company shall pay to the Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of Draw Down Shares (based on the Closing Price of the Common Stock on the applicable Settlement Datedate of delivery of the Draw Down Notice) required to be delivered on the Settlement Datedelivered, $100 10 per Trading Day (increasing to $200 20 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Settlement Date thereafter until such Draw Down Shares are delivered pursuant to this Article VI; provided, however, that such delay in the delivery of the Shares is the direct result of the intentional actions of the Company, and provided further, that the Closing Price of the Common Stock has decreased from the date of delivery of the Drawn Down Notice to the date the Shares are delivered to the Purchaser. Nothing herein shall limit the Purchaser's ’s right to pursue actual damages for the Company's ’s failure to deliver certificates (via DWAC) representing any Securities as required by the Transaction Documents, including but not limited to the cost of any buy-in to the Purchaser, and the Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief.

Draw Down Terms. Subject to the satisfaction of the conditions set forth in this Agreement, the parties agree as follows: (a) The For a period of 36 months commencing immediately after the Effective Date (the "Commitment Period"), the Company may, in its sole discretion, issue and exercise a draw downs against the Commitment Amount down (each a "Draw Down") during the Commitment each Draw Down Pricing Period, which Draw Downs Down the Purchaser shall will be obligated to accept, subject to the terms and conditions of this Agreement. Before the Company shall exercise a Draw Down, the Company shall have caused a sufficient number of shares of Common Stock to be registered to cover the Draw Down Shares to be issued in connection with such Draw Down. (b) Only one Draw Down shall be allowed in each Draw Down Pricing Period and any subsequent Period. There shall be at least five (5) Trading Days between Draw Down Pricing Period shall not commence until Periods (such time between Draw Down Pricing Periods, the "Trading Cushion"); EXCEPT THAT, in the event the Company gives the Purchaser twenty-one (21) days notice of a Special Activity, the Trading Cushion has elapsed since shall be adjusted to two (2) Trading Days for a period of ten (10) consecutive weeks and the end of the previous Purchase Price shall be adjusted as set forth in Section 1.1(h) herein as to any Draw Down Pricing PeriodDowns occurring during such ten (10) week period. The number of shares of Common Stock purchased by the Purchaser with respect to each Draw Down shall be determined as set forth in Section 6.1(d) herein and settled on in accordance with Section 6.1(f) on, (i) as to the second 1st through the 10th Trading Day immediately following the end of the applicable Days after a Draw Down Pricing period Period commences (each such settlement period and each such settlement date shall be referred to as a the "First Settlement Period" "), on the 12th Trading Day after a Draw Down Pricing Period commences, and (ii) as to the 11th through the 20th Trading Days after a Draw Down Pricing Period commences (the "Second Settlement Period"), the 22nd Trading Day after a Draw Down Pricing Period (each, a "Settlement Date" and the First and Second Settlement Periods collectively referred to as "Settlement Periods"). In connection with each Draw Down Pricing Period, respectively)the Company may set the Threshold Price, if any, in the Draw Down Notice. (c) The quantity of Draw Down Shares as to each Draw Down minimum Investment Amount shall be $100,000 and the maximum Investment Amount shall be limited pursuant to the lesser offollowing formula: (i) 4.994.5% of the then-current shares outstanding or weighted average price for the Common Stock for the thirty (ii30) day period immediately prior to the previous 10-day average applicable Commencement Date (defined below) multiplied by the total trading volume in respect of the Draw Down Shares multiplied by Common Stock for the three (3. There shall be a minimum Draw Down Investment Amount () month period immediately prior to the "Investment Amount") of $25,000 and a maximum Draw Down Investment Amount of $1,000,000 unless otherwise agreed upon by the Company and the Purchaser. For avoidance of doubt, the calculation provided for herein shall be done at the beginning of the Draw Down Pricing Periodapplicable Commencement Date. (d) The issuance number of Draw Down Shares of Common Stock to be issued on each Settlement Date shall be a number of shares equal to the sum of the quotients (for each trading day within the Settlement Period) of (x) 1/20th of the Investment Amount and (y) the Purchase Price on each Trading Day within such Settlement Period, subject to the following adjustments: (i) if during any the Average Daily Price on a given Trading Day during is less than the Draw Down Pricing Period Threshold Price, then the Investment Amount will be reduced by 1/20th and that day shall be withdrawn from the Settlement Period; and (ii) trading of the Common Stock on the Trading Principal Market is suspended for more than 3 three (3) hours, in the aggregate, or if the Registration Statement is not effective, on any Trading Day during the Draw Down Pricing Period is shortened because of a public holidaySettlement Period, then such Trading Day the Investment Amount shall be reduced by 1/20th and that day shall be withdrawn from the Draw Down Pricing applicable Settlement Period; and. (e) The Company must inform the Purchaser as to the Investment Amount of the Draw Down the Company wishes to exercise by delivering a draw down notice, in the form of Exhibit B EXHIBIT D hereto (the "Draw Down Notice"), via facsimile transmission in accordance with Section 8.3. The 9.4 as to the amount of the Draw Down Notice shall also inform (the Purchaser of "Investment Amount") the Company wishes to exercise before the first day of the Draw Down Pricing Period, which, unless otherwise agreed to in writing by the parties, shall be the first Trading Day following the date such Draw Down Notice is received Period (the "Commencement Date"). If the Commencement Date is to be the date of the Draw Down Notice, the Draw Down Notice must be delivered to and receipt confirmed in accordance with Section 9.4 hereof at least one hour before trading commences on such date. At no time shall the Purchaser be required to purchase more than the maximum Investment Amount for a given Draw Down Pricing Period. On or before any Trading Day Period so that if the Company chooses not to exercise the maximum Investment Amount permitted in a given Draw Down Notice Pricing Period the Purchaser is delivered, not obligated to and shall not purchase more than the Company shall have filed with the Commission scheduled maximum Investment Amount in a prospectus supplement pursuant to Rule 424 under the Securities Act setting forth the terms of the subsequent Draw Down Notice. Draw Down Notices shall be made no less than 10 Business Days apart, unless otherwise agreed upon by the Company and the PurchaserPricing Period. (f) On the Trading Day immediately following the last day of the or before each Settlement PeriodDate, the Company shall deliver, and Shares purchased by the Purchaser shall acknowledge receipt of, a settlement statement (the "Settlement Statement") setting forth the number of Draw Down Shares issuable and the aggregate Purchase Price as to such Settlement Period. On the Settlement Date as to such Draw Down, the Draw Down Shares purchased pursuant to such Settlement Statement shall be electronically delivered to the Purchaser or its designees via The Depository Trust Company Company's ("DTC") account of the Purchaser, or Fast Automated Securities Transfer program through its designees, as designated by the Purchaser in the Settlement Statement, via DTC's Deposit Withdrawal Agent Commission system ("DWAC"). Upon the Company electronically delivering such Draw Down Shares to the DTC account of the Purchaser, or its designees, via DWAC by 1:00 p.m. ET, the Purchaser shall, on the same day (or the next Business Day if such day is not a Business Day) wire transfer immediately available funds to the Company's bank account, as designated by the Company in the Settlement Statement, for the amount of the aggregate Purchase Price of such Draw Down Shares. Upon the Company electronically delivering the Draw Down Shares to the Purchaser or its designee's DTC account via DWAC after 1:00 p.m. ET, system and the Purchaser shall wire transfer next day immediately available funds to the Company's designated account on such day. At In the sole election of event the PurchaserPurchaser elects to use the Escrow Agent, the Shares shall be credited by the Company to the DTC account designated by the Purchaser may elect via DWAC upon receipt by the Escrow Agent of payment for the Draw Down into the Escrow Agent's master escrow account as provided in the Escrow Agreement. The Escrow Agent shall be directed to pay any broker fees disclosed in the schedules attached to this Agreement directly purchase price to the brokers pursuant Company, net of Seven Hundred fifty Dollars ($750) per Settlement as escrow expenses to written instructions from any such broker. (g) the Escrow Agent. The Company understands that a delay in the delivery of the Draw Down Shares to the Purchaser beyond the Settlement Date could result in economic loss to the Purchaser. In addition to into the Purchaser's other available remedies, the Company DTC account in exchange for payment therefor shall pay be referred to the Purchaser, in cash, herein as partial liquidated damages and not as a penalty, for each $1,000 of Draw Down Shares (based on the Closing Price of the Common Stock on the applicable Settlement Date) required to be delivered on the Settlement Date, $100 per Trading Day (increasing to $200 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Settlement Date until such Draw Down Shares are delivered pursuant to this Article VI. Nothing herein shall limit the Purchaser's right to pursue actual damages for the Company's failure to deliver certificates (via DWAC) representing any Securities as required by the Transaction Documents, including but not limited to the cost of any buy-in to the Purchaser, and the Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief"Settlement".

Draw Down Terms. Subject to the satisfaction of the conditions set forth in this Agreement, the parties agree as follows: (a) The Company, may, in its sole discretion, issue a Draw Down Notice with respect to a draw down (a "Draw Down") during each Draw Down Pricing Period of up to $2,500,000 if the Threshold Price is equal to $3.00 and an additional $1,500,000 for every $2.00 increase in the Threshold Price above $3.00, up to a maximum Threshold Price of $37.00, for a maximum Draw Down Amount during each Draw Down Pricing Period of up to $28,000,000; provided, that the Company may, in its sole discretion, issue a Draw Down Notice with respect to any Draw Down Amount at any Threshold Price or any Draw Down Discount Percentage pursuant to terms mutually agreed upon by the Purchaser and exercise draw downs against the Commitment Amount (each a "Draw Down") during the Commitment PeriodCompany, which Draw Downs Down the Purchaser shall will be obligated to accept, subject . Prior to the terms and conditions of this Agreement. Before the Company shall exercise a issuing any Draw DownDown Notice, the Company shall have caused a sufficient number Shares registered under the Registration Statement which are valued at an amount equal to or in excess of shares of Common Stock to be registered to cover the Draw Down Amount. (b) The number of Shares to be issued in connection with each Draw Down shall be equal to the sum of the quotients (for each trading day of the Draw Down Pricing Period for which the VWAP equals or exceeds the Threshold Price) of (x) 1/18th (or such other fraction based on the length of the Draw DownDown Pricing Period) of the Draw Down Amount divided by (y) the applicable Draw Down Discount Percentage multiplied by the VWAP of the Common Stock for such trading day. (bc) Only one Draw Down shall be allowed in each Draw Down Pricing Period and any subsequent Draw Down Pricing Period shall not commence until the Trading Cushion has elapsed since the end of the previous Draw Down Pricing Period. . (d) The number of shares of Common Stock Shares purchased by the Purchaser with respect to each Draw Down shall be determined as set forth in Section 6.1(d) herein on a daily basis during each Draw Down Pricing Period and settled on the second Trading Day immediately business day following the end of the applicable each Draw Down Pricing period Period (each such settlement period and each such settlement date shall be referred to as a "Settlement Period" and a the "Settlement Date", respectively). (ce) The quantity of Draw Down Shares as to each Draw Down shall be limited to the lesser of: (i) 4.99% of the then-current shares outstanding or (ii) the previous 10-day average trading volume of the Draw Down Shares multiplied by 3. There shall be a minimum of five (5) trading days between Draw Downs, unless otherwise mutually agreed upon between the Purchaser and the Company. (f) There shall be a maximum of twenty four (24) monthly Draw Downs during the term of this Agreement. (g) Each Draw Down Investment Amount (will expire on the "Investment Amount") last trading day of $25,000 and a maximum each Draw Down Investment Amount Pricing Period. (h) If the VWAP on a given trading day is less than the Threshold Price, then the total amount of the Draw Down for the relevant Draw Down Pricing Period will be reduced by 1/18th (or such other fraction based on the length of the Draw Down Pricing Period). Notwithstanding anything in the foregoing to the contrary, for each trading day during the Draw Down Pricing Period that the VWAP is less than the Threshold Price, the Purchaser may elect in its sole discretion to purchase Shares at the Threshold Price at the end of such Draw Down Pricing Period. At no time shall the Threshold Price be set below $1,000,000 3.00, unless otherwise mutually agreed upon by the Company and the Purchaser. For avoidance of doubtIf trading in the Company's Common Stock is suspended for any reason for more than three (3) hours in any trading day, at the Purchaser's option, the calculation provided for herein price of the Common Stock shall be done at deemed to be below the beginning Threshold Price for that trading day and the Draw Down for the relevant Draw Down Pricing Period shall be reduced by 1/18th (or such other fraction based on the length of the Draw Down Pricing Period). (i) The Company must inform the Purchaser via facsimile transmission as to the Draw Down Amount the Company wishes to exercise before commencement of trading on the first trading day of the Draw Down Pricing Period (the "Draw Down Notice"), substantially in the form attached hereto as Exhibit C. In addition to the Draw Down Amount, the Company shall set the Threshold Price with each Draw Down Notice and shall designate the first trading day of the Draw Down Pricing Period. (dj) The issuance of Draw Down Shares of Common Stock to be issued on On each Settlement Date shall subject to the following adjustments: (i) if during any Trading Day during the Draw Down Pricing Period trading of the Common Stock on the Trading Market is suspended for more than 3 hours, in the aggregate, or if any Trading Day during the Draw Down Pricing Period is shortened because of a public holiday, then such Trading Day shall be withdrawn from the Draw Down Pricing Period; and (e) The Company must inform the Purchaser as to the Investment Amount of the Draw Down the Company wishes to exercise by delivering a draw down notice, in the form of Exhibit B hereto (the "Draw Down Notice"), via facsimile transmission in accordance with Section 8.3. The Draw Down Notice shall also inform the Purchaser of the first day of the Draw Down Pricing Period, which, unless otherwise agreed to in writing by the parties, shall be the first Trading Day following the date such Draw Down Notice is received (the "Commencement Date"). At no time shall the Purchaser be required to purchase more than the maximum Investment Amount for a given Draw Down Pricing Period. On or before any Trading Day that a Draw Down Notice is delivered, the Company shall have filed with deliver the Commission a prospectus supplement pursuant to Rule 424 under the Securities Act setting forth the terms of the Draw Down Notice. Draw Down Notices shall be made no less than 10 Business Days apart, unless otherwise agreed upon Shares purchased by the Company and the Purchaser. (f) On the Trading Day immediately following the last day of the Settlement Period, the Company shall deliver, and Purchaser to the Purchaser shall acknowledge receipt of, a settlement statement (the "Settlement Statement") setting forth the number of Draw Down Shares issuable and the aggregate Purchase Price as or to such Settlement Period. On the Settlement Date as to such Draw Down, the Draw Down Shares purchased pursuant to such Settlement Statement shall be delivered to the Depository The Depositary Trust Company ("DTC") account of on the Purchaser, or its designees, as designated by 's behalf via the Purchaser in the Settlement Statement, via DTC's Deposit Withdrawal Agent Commission system ("DWAC"). Upon , and upon receipt of the Shares, the Purchaser shall cause payment therefor to be made to the account designated by the Company electronically delivering by wire transfer of immediately available funds provided that the Shares are received no later than 1:00 p.m., eastern time, or next day available funds if the Shares are received thereafter. (k) If during any Draw Down Pricing Period, the Company shall enter into any other equity financing agreement (the "Other Financing") the primary purpose of which is to raise financing for the Company, the Purchaser may in its sole discretion (i) purchase the Draw Down Amount of shares of Common Stock and/or exercise Call Options granted during such Draw Down Pricing Period on the terms at which the Company issued shares of Common Stock in the Other Financing during such Draw Down Pricing Period, (ii) purchase the Draw Down Amount of shares of Common Stock and/or exercise Call Options granted during such Draw Down Pricing Period in accordance with the terms of this Agreement, or (iii) elect not to purchase any Shares during such Draw Down Pricing Period. The Purchaser shall notify the Company of its election on the business day preceding the Settlement Date. (l) If on the Settlement Date, the Company fails to deliver the Shares to be purchased by the DTC account Purchaser, and such failure continues for ten (10) trading days, the Company shall pay, in cash or restricted shares of Common Stock, at the option of the Purchaser, or its designees, via DWAC by 1:00 p.m. ET, the Purchaser shall, on the same day (or the next Business Day if such day is not a Business Day) wire transfer immediately available funds to the Company's bank account, as designated by the Company in the Settlement Statement, for the amount of the aggregate Purchase Price of such Draw Down Shares. Upon the Company electronically delivering the Draw Down Shares to the Purchaser or its designee's DTC account via DWAC after 1:00 p.m. ET, the Purchaser shall wire transfer next day available funds to the Company's designated account on such day. At the sole election of the Purchaser, the Purchaser may elect to pay any broker fees disclosed in the schedules attached to this Agreement directly to the brokers pursuant to written instructions from any such broker. (g) The Company understands that a delay in the delivery of the Draw Down Shares to the Purchaser beyond the Settlement Date could result in economic loss to the Purchaser. In addition to the Purchaser's other available remedies, the Company shall pay to the Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $1,000 penalty to the Purchaser an amount equal to two percent (2%) of the Draw Down Shares Amount for the initial thirty (based 30) days and each additional thirty (30) day period thereafter until such failure has been cured, which shall be pro rated for such periods less than thirty (30) days (the "Periodic Amount"). Cash payments to be made pursuant to this clause (l) shall be due and payable immediately upon demand in immediately available cash funds. Certificates evidencing the restricted shares of Common Stock shall be delivered immediately upon demand. The parties agree that the Periodic Amount represents a reasonable estimate on the Closing Price part of the Common Stock on parties, as of the applicable Settlement Date) required date of this Agreement, of the amount of damages that may be incurred by the Purchaser if the Company fails to be delivered deliver the Shares on the Settlement Date. If the Purchaser elects to receive shares of Common Stock instead of cash, $100 per Trading Day (increasing to $200 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Settlement Date until such Draw Down Shares are delivered pursuant to this Article VI. Nothing herein shall limit the Purchaser's right to pursue actual damages for the Company's failure to deliver certificates (via DWAC) representing any Securities as required by the Transaction Documents, including but not limited to the cost of any buy-in to the Purchaser, and the Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, demand registration once within twelve (12) months of the date of issuance of such shares of Common Stock and piggyback registration rights if the Company files a decree of specific performance and/or injunctive reliefseparate registration statement.

Draw Down Terms. Subject to the satisfaction of the conditions set forth in this Agreement, the parties agree as follows: (a) The Company Company, may, in its sole discretion, issue and exercise a draw downs against the Commitment Amount down (each a "Draw Down") during the Commitment each Draw Down Pricing Period, which Draw Downs Down the Purchaser shall will be obligated to accept, subject to accept for a period of 18 months commencing immediately after the terms and conditions of this Agreement. Before the Company shall exercise a Draw Down, the Company shall have caused a sufficient number of shares of Common Stock to be registered to cover the Draw Down Shares to be issued in connection with such Draw DownEffective Date. (b) Only one Draw Down shall be allowed in each Draw Down Pricing Period and any subsequent Draw Down Pricing Period Period. The price per share paid by the Purchaser shall not commence until be based on the Average Daily Price on each separate Trading Cushion has elapsed since Day during the end of the previous Draw Down Pricing Period. The number of shares of Common Stock purchased by the Purchaser with respect to each Draw Down shall be determined as set forth in Section 6.1(d) herein and settled on the second Trading Day immediately following the end of the applicable a daily basis during each Draw Down Pricing period Period and settled on, (each such settlement period and each such settlement date shall be referred i) as to as the 1st through the 11th Trading Days after a Draw Down Pricing Period commences (the "First Settlement Period" "), on the 13th Trading Day after a Draw Down Pricing Period commences and (ii) as to the 12th through the 22nd Trading Days after a Draw Down Pricing Period commences (the "Second Settlement Period"), the 24th Trading Day after a Draw Down Pricing Period. (each, a "Settlement Date", respectively) (c) The quantity of Draw Down Shares as to each Draw Down shall be limited to the lesser of: (i) 4.99% of the then-current shares outstanding or (ii) the previous 10-day average trading volume of the Draw Down Shares multiplied by 3. There shall be a minimum Draw Down Investment Amount (the "Investment Amount") of $25,000 and a maximum Draw Down Investment Amount of $1,000,000 unless otherwise agreed upon by the Company " and the PurchaserFirst and Second Settlement Periods collectively referred to as "Settlement Periods"). For avoidance of doubt, the calculation provided for herein shall be done at the beginning of the In connection with each Draw Down Pricing Period. (d) The issuance of Draw Down Shares of Common Stock to be issued , the Company may set the Threshold Price. If the Average Daily Price on each Settlement Date shall subject to the following adjustments: (i) if during any Trading Day during the Draw Down Pricing Period trading of the Common Stock on the Trading Market is suspended for more than 3 hours, in the aggregate, or if any Trading Day during day within the Draw Down Pricing Period is shortened because of a public holiday, then such Trading Day shall be withdrawn from the Draw Down Pricing Period; and (e) The Company must inform the Purchaser as to the Investment Amount of the Draw Down the Company wishes to exercise by delivering a draw down notice, in the form of Exhibit B hereto (the "Draw Down Notice"), via facsimile transmission in accordance with Section 8.3. The Draw Down Notice shall also inform the Purchaser of the first day of the Draw Down Pricing Period, which, unless otherwise agreed to in writing by the parties, shall be the first Trading Day following the date such Draw Down Notice is received (the "Commencement Date"). At no time shall the Purchaser be required to purchase more less than the maximum Investment Amount for a given Draw Down Pricing Period. On or before any Trading Day that a Draw Down Notice is deliveredThreshold Price, the Company shall have filed with the Commission a prospectus supplement pursuant to Rule 424 under the Securities Act setting forth the terms of the Draw Down Notice. Draw Down Notices shall be made no less than 10 Business Days apart, unless otherwise agreed upon by the Company and the Purchaser. (f) On the Trading Day immediately following the last day of the Settlement Period, the Company shall deliver, not sell and the Purchaser shall acknowledge receipt of, a settlement statement not be obligated to purchase the Shares otherwise to be purchased for such day. (the "Settlement Statement"c) setting forth the number of The minimum Draw Down Shares issuable and shall be $250,000 (except that if the aggregate Purchase Price as to such Settlement Period. On the Settlement Date as to such Draw Downremaining Commitment Amount is less than $250,000, then the Draw Down Shares purchased shall equal such remaining Commitment Amount) and the maximum Draw Down shall be $3,000,000; provided, however, the maximum dollar amount of each Draw Down during any Draw Down Pricing Period shall be limited pursuant to such Settlement Statement shall be delivered to the Depository Trust Company ("DTC") account following formula: Average Stock Price: average of the Purchaser, or its designees, as designated by the Purchaser in the Settlement Statement, via DTC's Deposit Withdrawal Agent Commission system ("DWAC"). Upon the Company electronically delivering such Draw Down Shares to the DTC account of the Purchaser, or its designees, via DWAC by 1:00 p.m. ET, the Purchaser shall, on the same day (or the next Business Day if such day is not a Business Day) wire transfer immediately available funds to the Company's bank account, as designated by the Company in the Settlement Statement, Average Daily Prices for the amount of the aggregate Purchase Price of such Draw Down Shares. Upon the Company electronically delivering 45 Trading Days prior to the Draw Down Shares Notice date. Average Trading Volume: average daily trading volume for the 45 Trading Days prior to the Purchaser or its designee's DTC account via DWAC after 1:00 p.m. ET, the Purchaser shall wire transfer next day available funds to the Company's designated account on such day. At the sole election of the Purchaser, the Purchaser may elect to pay any broker fees disclosed in the schedules attached to this Agreement directly to the brokers pursuant to written instructions from any such broker. (g) The Company understands that a delay in the delivery of the Draw Down Shares to the Purchaser beyond the Settlement Date could result in economic loss to the PurchaserNotice date. In addition to the Purchaser's other available remedies, the Company shall pay to the Purchaser, in cash, as partial liquidated damages and not as a penalty, for Maximum dollar amount of each $1,000 Draw Down: 20% of Draw Down Shares (based on the Closing Average Stock Price of the Common Stock on the applicable Settlement Date) required to be delivered on the Settlement Date, $100 per x Average Trading Day (increasing to $200 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Settlement Date until such Draw Down Shares are delivered pursuant to this Article VI. Nothing herein shall limit the Purchaser's right to pursue actual damages for the Company's failure to deliver certificates (via DWAC) representing any Securities as required by the Transaction Documents, including but not limited to the cost of any buy-in to the Purchaser, and the Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive reliefVolume x 22.

Draw Down Terms. Subject to the satisfaction of the conditions set forth in this Agreement, the parties agree as follows: (a) The Company may, in its sole discretion, issue and exercise draw downs against the Commitment Amount (each a "“Draw Down"”) during the Commitment Period, which Draw Downs the Purchaser shall be obligated to accept, subject to the terms and conditions of this Agreement. Before the Company shall exercise a Draw Down, the Company shall have caused a sufficient number of shares of Common Stock to be registered to cover the Draw Down Shares to be issued in connection with such Draw Down. Notwithstanding anything to the contrary herein, the Company shall not submit a Draw Down notice sooner than five Trading Days after any material announcement or filing of a Report on Form 8-K with the Commission. (b) Only one Draw Down shall be allowed in each Draw Down Pricing Period and any subsequent Draw Down Pricing Period shall not commence until the Trading Cushion has elapsed since the end date of the previous immediately preceding Draw Down Pricing PeriodNotice. The number of shares of Common Stock purchased by the Purchaser with respect to each Draw Down shall be determined as set forth in Section 6.1(d6.1(c) herein and settled on the second Trading Day immediately following the end of the applicable Draw Down Pricing period (each such settlement period and each such settlement date shall be referred to as a "“Settlement Period" ” and a "“Settlement Date"”, respectively). (c) The quantity of Draw Down Shares as to each Draw Down shall be limited to the lesser of: (i) 4.99% of the then-current shares outstanding or (ii) the previous 10-day average trading volume of the Common Stock immediately prior to the Draw Down Shares multiplied by 3300%. There shall be a minimum Draw Down Investment Amount (the "“Investment Amount"”) of $25,000 35,000 and (iii) a maximum Draw Down Investment Amount of $1,000,000 250,000 unless otherwise agreed upon by the Company and the Purchaser, provided this amount may not be increased to an amount that would cause the Purchaser to beneficially own more than 4.99% of the Company’s Common Stock. For avoidance of doubt, the calculation provided for herein shall be done at the beginning of the Draw Down Pricing Period. (d) The issuance of Draw Down Shares of Common Stock to be issued on each Settlement Date shall subject to the following adjustments: (i) if If during any Trading Day during the Draw Down Pricing Period trading of the Common Stock on the Trading Market is suspended for more than 3 hours, in the aggregate, or if any Trading Day during the Draw Down Pricing Period is shortened because of a public holiday, then such Trading Day shall be withdrawn from the Draw Down Pricing Period; and. (e) The Company must inform the Purchaser as to the Investment Amount of the Draw Down the Company wishes to exercise by delivering a draw down notice, in the form of Exhibit B hereto (the "“Draw Down Notice"”), via facsimile email transmission in accordance with Section 8.38.4. The Draw Down Notice shall also inform the Purchaser of the first day of the Draw Down Pricing Period, which, unless otherwise agreed to in writing by the parties, shall be the first Trading Day following the date such Draw Down Notice is received (the "“Commencement Date"”). At no time shall the Purchaser be required to purchase more than the maximum Investment Amount for a given Draw Down Pricing Period. On or before any Trading Day that a Draw Down Notice is delivered, the Company shall have filed with the Commission a prospectus supplement pursuant to Rule 424 under the Securities Act setting forth the terms of the Draw Down Notice. Draw Down Notices shall be made no less than 10 15 Business Days apart, unless otherwise agreed upon by the Company and the Purchaser. (f) On the Trading Day immediately following the last day of the Settlement Period, the Company shall deliver, and the Purchaser shall acknowledge receipt of, a settlement statement (the "“Settlement Statement"”) setting forth the number of Draw Down Shares issuable and the aggregate Purchase Price as to such Settlement Period. On the Settlement Date as to such Draw Down, the Draw Down Shares purchased pursuant to such Settlement Statement shall be delivered to the Depository Trust Company ("“DTC"”) account of the Purchaser, or its designees, as designated by the Purchaser in the Settlement Statement, via DTC's ’s Deposit Withdrawal Agent Commission system ("“DWAC"”). Upon the Company electronically delivering such Draw Down Shares to the DTC account of the Purchaser, or its designees, via DWAC by 1:00 p.m. ET, the Purchaser shall, on the same day (or the next Business Day if such day is not a Business Day) wire transfer immediately available funds to the Company's ’s bank account, as designated by the Company in the Settlement Statement, for the amount of the aggregate Purchase Price of such Draw Down Shares. Upon the Company electronically delivering the Draw Down Shares to the Purchaser or its designee's ’s DTC account via DWAC after 1:00 p.m. ET, the Purchaser shall wire transfer next day available funds to the Company's ’s designated account on such day. At the sole election of the Purchaser, the Purchaser may elect to pay any broker fees disclosed in the schedules attached to this Agreement directly to the brokers pursuant to written instructions from any such broker. (g) The Company understands that a delay in the delivery of the Draw Down Shares to the Purchaser beyond the Settlement Date could result in economic loss to the Purchaser. In addition to the Purchaser's ’s other available remedies, the Company shall pay to the Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of Draw Down Shares (based on the Closing Price of the Common Stock on the applicable Settlement Date) required to be delivered on the Settlement Date, $100 per Trading Day (increasing to $200 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Settlement Date until such Draw Down Shares are delivered pursuant to this Article VI. Nothing herein shall limit the Purchaser's ’s right to pursue actual damages for the Company's ’s failure to deliver certificates (via DWAC) representing any Securities as required by the Transaction Documents, including but not limited to the cost of any buy-in to the Purchaser, and the Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. (h) The Purchaser shall be prohibited from delivering a notice of conversion with respect to any promissory note issued by the Company to the Investor, and/or notice of exercise with respect to any warrant issued by the Company to the Purchaser, during the period beginning on the date that a Draw Down Notice has been received by the Investor and ending on the first Trading Day immediately following the closing associated with such Draw Down Notice, provided if such closing does not occur within 15 fifteen Trading Days following the receipt of such Draw Down Notice by the Company this provision shall be null and void and of no effect with respect to that specific Draw Down Notice.

Draw Down Terms. Subject to the satisfaction of the conditions set forth in this Agreement, the parties agree as follows: (a) The Company, may, in its sole discretion, issue a Draw Down Notice with respect to a draw down (a “Draw Down”) of up to $2,500,000 during each Draw Down Pricing Period; provided, that the Company may, in its sole discretion, issue a Draw Down Notice with respect to any Draw Down Amount at any Threshold Price or any Draw Down Discount Price pursuant to terms mutually agreed upon by the Purchaser and exercise draw downs against the Commitment Amount (each a "Draw Down") during the Commitment PeriodCompany, which Draw Downs Down the Purchaser shall will be obligated to accept, subject . Prior to the terms and conditions of this Agreement. Before the Company shall exercise a issuing any Draw DownDown Notice, the Company shall have caused a sufficient Shares registered under the Registration Statement which are valued at an amount equal to or in excess of $2,500,000. (b) The number of shares of Common Stock to be registered to cover the Draw Down Shares to be issued in connection with each Draw Down shall be equal to the sum of the quotients (for each trading day of the Draw Down Pricing Period for which the VWAP equals or exceeds the Threshold Price) of (x) 1/20th (or such other fraction based on the length of the Draw DownDown Pricing Period) of the Draw Down Amount divided by (y) the applicable Draw Down Discount Price. (bc) Only one Draw Down shall be allowed in each Draw Down Pricing Period and any subsequent Period. Each Draw Down Pricing Period shall not commence until be divided into four (4) weekly periods, each consisting of five (5) trading days (each a “Weekly Period”), unless otherwise mutually agreed upon by the Trading Cushion has elapsed since Purchaser and the end of the previous Draw Down Pricing Period. Company (d) The number of shares of Common Stock Shares purchased by the Purchaser with respect to each Draw Down shall be determined as set forth in Section 6.1(d) herein on a daily basis during each Draw Down Pricing Period and settled on the second Trading Day immediately business day following the end of a Weekly Period (the applicable Draw Down Pricing period (each such settlement period and each such settlement date shall be referred to as a "Settlement Period" and a "“Settlement Date", respectively”). (ce) The quantity of Draw Down Shares as to each Draw Down shall be limited to the lesser of: (i) 4.99% of the then-current shares outstanding or (ii) the previous 10-day average trading volume of the Draw Down Shares multiplied by 3. There shall be a minimum of five (5) trading days between Draw Downs, unless otherwise mutually agreed upon between the Purchaser and the Company. (f) There shall be a maximum of twelve (12) monthly Draw Downs during the term of this Agreement. (g) At the end of each Draw Down Investment Amount (Pricing Period, the "Investment Amount") of $25,000 and a maximum Purchaser’s total Draw Down Investment commitment shall be reduced by $2,500,000 regardless of the Draw Down Amount requested by the Company. (h) Each Draw Down will expire on the last trading day of each Draw Down Pricing Period. (i) If the VWAP on a given trading day is less than the Threshold Price, then the total amount of the Draw Down for the relevant Draw Down Pricing Period will be reduced by 1/20th (or such other fraction based on the length of the Draw Down Pricing Period). Notwithstanding anything in the foregoing to the contrary, for each trading day during the Weekly Period that the VWAP is less than the Threshold Price, the Purchaser may elect in its sole discretion to purchase Shares at 95% of the Threshold Price at the end of the Draw Down Pricing Period. At no time shall the Threshold Price be set below $1,000,000 3.00 unless otherwise mutually agreed upon by the Company and the Purchaser. For avoidance of doubtIf trading in the Company’s Common Stock is suspended for any reason for more than three (3) hours in any trading day, at the Purchaser’s option, the calculation provided for herein price of the Common Stock shall be done at deemed to be below the beginning Threshold Price for that trading day and the Draw Down for the relevant Draw Down Pricing Period shall be reduced by 1/20th (or such other fraction based on the length of the Draw Down Pricing Period). (d) The issuance of Draw Down Shares of Common Stock to be issued on each Settlement Date shall subject to the following adjustments: (i) if during any Trading Day during the Draw Down Pricing Period trading of the Common Stock on the Trading Market is suspended for more than 3 hours, in the aggregate, or if any Trading Day during the Draw Down Pricing Period is shortened because of a public holiday, then such Trading Day shall be withdrawn from the Draw Down Pricing Period; and (ej) The Company must inform the Purchaser via facsimile transmission as to the Investment Amount of the Draw Down Amount the Company wishes to exercise by delivering a draw down noticebefore commencement of trading on the first trading day of the Draw Down Pricing Period (the “Draw Down Notice”), substantially in the form of attached hereto as Exhibit B hereto (C. In addition to the "Draw Down Notice")Amount, via facsimile transmission in accordance the Company shall set the Threshold Price with Section 8.3. The each Draw Down Notice and shall also inform the Purchaser of designate the first trading day of the Draw Down Pricing Period, which, unless otherwise agreed to in writing by the parties, shall be the first Trading Day following the date such Draw Down Notice is received (the "Commencement Date"). At no time shall the Purchaser be required to purchase more than $2,500,000 of the maximum Investment Amount Company’s Common Stock for a given Draw Down Pricing Period. On or before any Trading Day Period so that a if the Company chooses not to exercise the Draw Down Notice in a given Draw Down Pricing Period the Purchaser is deliverednot obligated to purchase more than $2,500,000 in a subsequent Draw Down Pricing Period. (k) On each Settlement Date, the Company shall have filed with deliver the Commission a prospectus supplement pursuant Shares purchased by the Purchaser to Rule 424 under the Securities Act setting forth Purchaser or to The Depositary Trust Company (“DTC”) on the terms of Purchaser’s behalf via DWAC during the Draw Down Notice. Draw Down Notices Pricing Period, and upon receipt of the Shares, the Purchaser shall cause payment therefor to be made no less than 10 Business Days apart, unless otherwise agreed upon to the account designated by the Company and by wire transfer of immediately available funds provided that the PurchaserShares are received no later than 1:00 p.m., eastern time or next day available funds if the Shares are received thereafter. (fl) On the Trading Day immediately following the last day of the Settlement If during any Draw Down Pricing Period, the Company shall deliverissue any shares of Common Stock (other than shares of Common Stock issued to corporate partners or in connection with a joint venture), and the Purchaser shall acknowledge receipt of, a settlement statement may in its sole discretion (the "Settlement Statement"i) setting forth the number of Draw Down Shares issuable and the aggregate Purchase Price as to such Settlement Period. On the Settlement Date as to such Draw Down, purchase the Draw Down Amount of shares of Common Stock at the price at which the Company issued shares of Common Stock during such Draw Down Pricing Period, (ii) purchase the Draw Down Amount of shares of Common Stock at the applicable Draw Down Discount Price, or (iii) elect not to purchase any Shares during such Draw Down Pricing Period. The Purchaser shall notify the Company of its election on the business day preceding the Settlement Date. (m) If on the Settlement Date, the Company fails to deliver the Shares to be purchased pursuant to by the Purchaser, and such Settlement Statement failure continues for ten (10) trading days, the Company shall be delivered to pay, in cash or restricted shares of Common Stock, at the Depository Trust Company ("DTC") account option of the Purchaser, or its designees, as designated by the Purchaser in the Settlement Statement, via DTC's Deposit Withdrawal Agent Commission system ("DWAC"). Upon the Company electronically delivering such Draw Down Shares to the DTC account of the Purchaser, or its designees, via DWAC by 1:00 p.m. ET, the Purchaser shall, on the same day (or the next Business Day if such day is not a Business Day) wire transfer immediately available funds to the Company's bank account, as designated by the Company in the Settlement Statement, for the amount of the aggregate Purchase Price of such Draw Down Shares. Upon the Company electronically delivering the Draw Down Shares to the Purchaser or its designee's DTC account via DWAC after 1:00 p.m. ET, the Purchaser shall wire transfer next day available funds to the Company's designated account on such day. At the sole election of the Purchaser, the Purchaser may elect to pay any broker fees disclosed in the schedules attached to this Agreement directly to the brokers pursuant to written instructions from any such broker. (g) The Company understands that a delay in the delivery of the Draw Down Shares to the Purchaser beyond the Settlement Date could result in economic loss to the Purchaser. In addition to the Purchaser's other available remedies, the Company shall pay to the Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $1,000 penalty to the Purchaser an amount equal to two percent (2%) of the Draw Down Shares Amount for the initial thirty (based 30) days and each additional thirty (30) day period thereafter until such failure has been cured, which shall be pro rated for such periods less than thirty (30) days (the “Periodic Amount”). Cash payments to be made pursuant to this clause (l) shall be due and payable immediately upon demand in immediately available cash funds. Certificates evidencing the restricted shares of Common Stock shall be delivered immediately upon demand. The parties agree that the Periodic Amount represents a reasonable estimate on the Closing Price part of the Common Stock on parties, as of the applicable Settlement Date) required date of this Agreement, of the amount of damages that may be incurred by the Purchaser if the Company fails to be delivered deliver the Shares on the Settlement Date. If the Purchaser elects to receive shares of Common Stock instead of cash, $100 per Trading Day (increasing to $200 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Settlement Date until such Draw Down Shares are delivered pursuant to this Article VI. Nothing herein shall limit the Purchaser's right to pursue actual damages for the Company's failure to deliver certificates (via DWAC) representing any Securities as required by the Transaction Documents, including but not limited to the cost of any buy-in to the Purchaser, and the Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, demand registration once within twelve (12) months of the date of issuance of such shares of Common Stock and piggyback registration rights if the Company files a decree of specific performance and/or injunctive reliefseparate registration statement.

Draw Down Terms. Subject to the satisfaction of the conditions set forth in this Agreement, the parties agree as follows: (a) The Company, may, in its sole discretion, issue a Draw Down Notice with respect to a Draw Down during each Draw Down Pricing Period of up to (i) $650,000 if the Threshold Price is equal to or greater than $2.00 and less than $3.00, (ii) an additional $200,000 for every $1.00 increase in the Threshold Price greater than $2.00 but less than $6.00, (iii) an additional $250,000 for every $1.00 increase in the Threshold Price equal to or greater than $6.00 but less than $9.00, and (iv) an additional $1,000,000 for every $3.00 increase in the Threshold Price above $8.00; provided, however, that if the Threshold Price is equal to or greater than $38.00, the Draw Down Amount may be equal to up to $12,000,000; provided, further, that the Company may, in its sole discretion, issue a Draw Down Notice with respect to any Draw Down Amount at any Threshold Price or any Draw Down Discount Percentage pursuant to terms mutually agreed upon by the Purchaser and exercise draw downs against the Commitment Amount (each a "Draw Down") during the Commitment PeriodCompany, which Draw Downs Down the Purchaser shall will be obligated to accept, subject . Prior to the terms and conditions of this Agreement. Before the Company shall exercise a issuing any Draw DownDown Notice, the Company shall have caused Shares registered under the Registration Statement which are valued in a sufficient number dollar amount equal to or in excess of shares of Common Stock to be registered to cover the Draw Down Amount. The Company may amend a Draw Down Notice to provide that a Threshold Price higher or lower than the Threshold Price then in effect (and a corresponding higher or lower Draw Down Amount and Draw Down Discount Percentage) shall apply to each day of the final ten (10) Trading Days of the Draw Down Pricing Period; provided, however, that the Company provides such amended Draw Down Notice on or before 5:00 p.m., eastern time, of the tenth (10th) Trading Day of the Draw Down Pricing Period. No such amendment shall reduce the aggregate number of Draw Downs which the Company may issue hereunder or otherwise adversely affect the Company's rights hereunder. (b) The number of Shares to be issued in connection with each Draw Down shall be equal to the sum of the quotients (for each Trading Day of the Draw Down Pricing Period for which the VWAP equals or exceeds the Threshold Price) of (x) 1/20th (or such other fraction the denominator of which equals the number of Trading Days during the Draw DownDown Pricing Period) of the Draw Down Amount divided by (y) the applicable Draw Down Discount Percentage multiplied by the VWAP of the Ordinary Shares for such Trading Day. (bc) Only one Draw Down shall be allowed in each Draw Down Pricing Period and any subsequent Period. Each Draw Down Pricing Period shall not commence until the consist of two (2) periods of ten (10) consecutive Trading Cushion has elapsed since the end of the previous Draw Down Pricing Days (each, a "Settlement Period. "). (d) The number of shares of Common Stock Shares purchased by the Purchaser with respect to each Draw Down shall be determined as set forth in Section 6.1(d) herein on a daily basis during each Draw Down Pricing Period and settled on the second Trading Day immediately following the end of each Settlement Period (the applicable Draw Down Pricing period (each such settlement period and each such settlement date shall be referred to as a "Settlement Period" and a "Settlement Date", respectively). (ce) The quantity of Draw Down Shares as to each Draw Down shall be limited to the lesser of: (i) 4.99% of the then-current shares outstanding or (ii) the previous 10-day average trading volume of the Draw Down Shares multiplied by 3. There shall be a minimum of five (5) Trading Days between Draw Downs, unless otherwise mutually agreed upon between the Purchaser and the Company. (f) There shall be a maximum of eighteen (18) Draw Downs during the term of this Agreement. (g) Each Draw Down Investment Amount (will expire on the "Investment Amount") end of $25,000 and a maximum the last Trading Day of each Draw Down Investment Amount Pricing Period. (h) If the VWAP on a given Trading Day is less than the Threshold Price, then the total amount of the Draw Down for the relevant Draw Down Pricing Period will be reduced by 1/20th or such applicable fraction as determined under Section 6.1(a) hereof (or such other fraction the denominator of which equals the number of Trading Days during the Draw Down Pricing Period). At no time shall the Threshold Price be set below $1,000,000 2.00, unless otherwise mutually agreed upon by the Company and the Purchaser. For avoidance of doubtIf trading in the Ordinary Shares is suspended for any reason for more than three (3) hours in any Trading Day, at the Purchaser's option, the calculation provided for herein price of the Ordinary Shares shall be done at deemed to be below the beginning Threshold Price for that Trading Day and the Draw Down for the relevant Draw Down Pricing Period shall be reduced by 1/20th or such applicable fraction as determined under Section 6.1(a) hereof (or such other fraction the denominator of which equals the number of Trading Days during the Draw Down Pricing Period. (d) The issuance of Draw Down Shares of Common Stock to be issued on each Settlement Date shall subject ). Notwithstanding anything in the foregoing to the following adjustments: (i) if during any contrary, for each Trading Day during the Draw Down Pricing Period trading that the VWAP is less than the Threshold Price or is deemed to be below the Threshold Price pursuant to the immediately preceding sentence, the Purchaser may elect in its sole discretion to purchase Shares at a price equal to the Threshold Price multiplied by the Draw Down Discount Percentage at the end of such Draw Down Pricing Period. The Purchaser will inform the Common Stock Company via facsimile transmission no later than 8:00 p.m. (eastern time) on the Trading Market is suspended for more than 3 hours, in the aggregate, or if any last Trading Day during the of such Draw Down Pricing Period is shortened because as to the number of a public holidayShares, then if any, the Purchaser chooses to purchase under such Trading Day shall be withdrawn from the Draw Down Pricing Period; andcircumstances set forth in this Section 6.1(h). (ei) The Company must inform the Purchaser as to via facsimile transmission before 9:30 a.m. (eastern time) on the Investment Amount first Trading Day of the Draw Down the Company wishes to exercise by delivering a draw down notice, Pricing Period substantially in the form of attached hereto as Exhibit B hereto D (the "Draw Down Notice")) of the Draw Down Amount the Company wishes to exercise. In addition to the Draw Down Amount, via facsimile transmission in accordance the Company shall set the Threshold Price with Section 8.3. The each Draw Down Notice and shall also inform designate the Purchaser first Trading Day of the Draw Down Pricing Period. Notwithstanding anything in the foregoing to the contrary, if the Company wishes the Draw Down Exercise Date to be the first day of the Draw Down Pricing Period, which, unless otherwise agreed the Draw Down Notice must be delivered to in writing by the parties, shall be the first Trading Day following the date Purchaser and receipt of such Draw Down Notice is received (the "Commencement Date"). At no time shall confirmed by the Purchaser be required prior to purchase more than 9:30 a.m. (eastern time) on the maximum Investment Amount for a given date of such Draw Down Pricing Period. Exercise Date. (j) On or before any Trading Day that a Draw Down Notice is deliveredeach Settlement Date, the Company shall have filed with deliver the Commission a prospectus supplement pursuant to Rule 424 under the Securities Act setting forth the terms of the Draw Down Notice. Draw Down Notices shall be made no less than 10 Business Days apart, unless otherwise agreed upon Shares purchased by the Company and the Purchaser. (f) On the Trading Day immediately following the last day of the Settlement Period, the Company shall deliver, and Purchaser to the Purchaser shall acknowledge receipt of, a settlement statement (the "Settlement Statement") setting forth the number of Draw Down Shares issuable and the aggregate Purchase Price as or to such Settlement Period. On the Settlement Date as to such Draw Down, the Draw Down Shares purchased pursuant to such Settlement Statement shall be delivered to the Depository The Depositary Trust Company ("DTC") account of on the Purchaser, or its designees, as designated by 's behalf via the Purchaser in the Settlement Statement, via DTC's Deposit Withdrawal Agent Commission system ("DWAC"). Upon , and upon receipt of the Shares, the Purchaser shall cause payment therefor to be made to the account designated by the Company electronically delivering by wire transfer of immediately available funds provided that the Shares are received no later than 1:00 p.m., eastern time, or next day available funds if the Shares are received thereafter. (k) If during any Draw Down Pricing Period the Company shall enter into an Other Financing (other than Ordinary Shares issued under this Agreement or pursuant to a Permitted Transaction), the Purchaser may in its sole discretion (i) purchase the Draw Down Amount of Ordinary Shares and/or exercise Call Options granted during such Draw Down Pricing Period on the terms at which the Company issued Ordinary Shares in the Other Financing during such Draw Down Pricing Period, net of any third party's discount and fees; provided, however, that (y) the third party purchases Ordinary Shares at a discounted purchase price less than the purchase price to be paid by the Purchaser during such Draw Down Pricing Period, and (z) the Threshold Price in effect during such Draw Down Pricing Period is less than $12.00, (ii) purchase the Draw Down Amount of Shares and/or exercise Call Options granted during such Draw Down Pricing Period at the applicable Draw Down Discount Percentage times the VWAP for such Draw Down Pricing Period, or (iii) elect not to purchase any Shares during such Draw Down Pricing Period. The Purchaser shall notify the Company of its election on the Trading Day preceding the Settlement Date. (l) If on the Settlement Date, the Company fails to deliver the Shares to be purchased by the DTC account Purchaser, and such failure continues for ten (10) Trading Days, the Company shall pay, in cash or restricted Ordinary Shares, at the option of the Purchaser, or its designees, via DWAC by 1:00 p.m. ET, the Purchaser shall, on the same day (or the next Business Day if such day is not a Business Day) wire transfer immediately available funds to the Company's bank account, as designated by the Company in the Settlement Statement, for the amount of the aggregate Purchase Price of such Draw Down Shares. Upon the Company electronically delivering the Draw Down Shares to the Purchaser or its designee's DTC account via DWAC after 1:00 p.m. ET, the Purchaser shall wire transfer next day available funds to the Company's designated account on such day. At the sole election of the Purchaser, the Purchaser may elect to pay any broker fees disclosed in the schedules attached to this Agreement directly to the brokers pursuant to written instructions from any such broker. (g) The Company understands that a delay in the delivery of the Draw Down Shares to the Purchaser beyond the Settlement Date could result in economic loss to the Purchaser. In addition to the Purchaser's other available remedies, the Company shall pay to the Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $1,000 penalty to the Purchaser an amount equal to two percent (2%) of the Draw Down Amount for the initial thirty (30) days and each additional thirty (30) day period thereafter until such failure has been cured, which shall be pro rated for such periods less than thirty (30) days (the "Periodic Amount"). Cash payments to be made pursuant to this clause (1) shall be due and payable immediately upon demand in immediately available cash funds. Certificates evidencing the restricted Ordinary Shares (based shall be delivered immediately upon demand. The parties agree that the Periodic Amount represents a reasonable estimate on the Closing Price part of the Common Stock on parties, as of the applicable Settlement Date) required date of this Agreement, of the amount of damages that may be incurred by the Purchaser if the Company fails to be delivered deliver the Shares on the Settlement Date. If the Purchaser elects to receive Ordinary Shares instead of cash, $100 per Trading Day (increasing to $200 per Trading Day five (5) Trading Days after unless such damages Shares have begun to accrue) for each Trading Day after been previously registered under the Settlement Date until such Draw Down Shares are delivered pursuant to this Article VI. Nothing herein shall limit the Purchaser's right to pursue actual damages for the Company's failure to deliver certificates (via DWAC) representing any Securities as required by the Transaction DocumentsAct, including but not limited to the cost of any buy-in to the Purchaser, and the Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, demand registration once within twelve (12) months of the date of issuance of such Ordinary Shares and piggyback registration rights if the Company files a decree of specific performance and/or injunctive reliefseparate registration statement.

Draw Down Terms. Subject to the satisfaction of the conditions set forth in this Agreement, the parties agree as follows: (a) The Company may, in its sole discretion, issue and exercise draw downs against the Commitment Amount (each a "“Draw Down"”) during the Commitment Period, which Draw Downs the Purchaser shall be obligated to accept, subject to the terms and conditions of this Agreement. Before the Company shall exercise a Draw Down, the Company shall have caused a sufficient number of shares of Common Stock to be registered to cover the Draw Down Shares to be issued in connection with such Draw Downherein. (b) Only one Draw Down shall be allowed in each Draw Down Pricing Period and any subsequent the Company may not exercise a Draw Down Pricing Period shall not commence until the Trading Cushion has elapsed since the end of the previous Draw Down Pricing Periodlast Settlement Date. The number of shares of Common Stock purchased by the Purchaser with respect to each Draw Down shall be determined as set forth in Section 6.1(d5.1(e) herein and settled on or before the second 3rd Trading Day immediately following after the end of the applicable Draw Down Pricing period Period (each such settlement period and each such settlement date shall be referred to as a "“Settlement Period" ” and a "“Settlement Date"”, respectively). (c) The quantity of In connection with each Draw Down Shares Pricing Period, the Company may set the Threshold Price in the Draw Down Notice. (d) The minimum Investment Amount for any Draw Down shall be $50,000 and the maximum Investment Amount as to each Draw Down shall be limited equal to the lesser of: (i) 4.995% of the then-current shares outstanding or volume weighted average price for the Common Stock (iias reported by the Principal Market) for the previous 10-day average 60 Trading Days immediately prior to the applicable Commencement Date (defined below) multiplied by the total aggregate trading volume in respect of the Common Stock for such 60 Trading Days. Notwithstanding anything herein to the contrary, in the event the minimum Investment Amount is greater than the maximum Investment Amount, as to such Draw Down Shares multiplied by 3. There only, the minimum Investment Amount shall equal the maximum Investment Amount, but in no event shall the minimum Investment Amount be less than $25,000, such that if the maximum Investment Amount is less than $25,000, then the Company shall be precluded from exercising a minimum Draw Down Investment Amount (the "Investment Amount") of $25,000 and a maximum Draw Down Investment Amount of $1,000,000 unless otherwise agreed upon by the Company and the Purchaser. For avoidance of doubt, the calculation provided for herein shall be done at the beginning of the Draw Down Pricing Periodsuch time. (de) The issuance number of Draw Down Shares of Common Stock to be issued on each Settlement Date shall be a number of shares equal to the sum of the quotients (for each Trading Day within the Settlement Period) of (x) 1/21st of the Investment Amount, and (y) the Purchase Price on each Trading Day within the Draw Down Pricing Period, subject to the following adjustments: (i) if the VWAP on a given Trading Day is less than the Threshold Price, then that portion of the Investment Amount to be paid on the immediately pending Settlement Date shall be reduced by 1/21st of the Investment Amount and such Trading Day shall be withdrawn from the Draw Down Pricing Period; and (ii) if during any Trading Day during the Draw Down Pricing Period trading of the Common Stock on the Trading Principal Market is suspended for more than 3 hours, in the aggregate, or if any Trading Day during the Draw Down Pricing Settlement Period is shortened because of a public holiday, then that portion of the Investment Amount to be paid on the immediately pending Settlement Date shall be reduced by 1/21st of the Investment Amount for each such suspension and such Trading Day Days shall be withdrawn from the Draw Down Pricing Settlement Period; and (eiii) if during any Trading Day during the Draw Down Pricing Period sales of Draw Down Shares pursuant to the Registration Statement are suspended by the Company in accordance with Sections 3(j) or 5(e) of the Registration Rights Agreement for more than three (3) hours, in the aggregate, during the Settlement Period, then that portion of the Investment Amount to be paid on the immediately pending Settlement Date shall be reduced by 1/21st of the Investment Amount and such Trading Days shall be withdrawn from the Settlement Period. (f) The Company must inform the Purchaser as to the Investment Amount of the Draw Down the Company wishes to exercise by delivering a draw down notice, in the form of Exhibit B D hereto (the "“Draw Down Notice"”), via facsimile transmission in accordance with Section 8.38.4 as to the amount of the Draw Down (the “Investment Amount”) the Company wishes to exercise. The Draw Down Notice shall also inform the Purchaser of the first day of the Draw Down Pricing PeriodPeriod (the “Commencement Date”); provided; however, which, unless otherwise agreed to in writing by if the parties, Commencement Date shall be the first Trading Day following date on which the date such Draw Down Notice is received (delivered, the "Commencement Date")Draw Down Notice must be delivered to the Purchaser at least 1 hour before trading commences on such Trading Day date. At no time shall the Purchaser be required to purchase more than the maximum Investment Amount for a given Draw Down Pricing Period. . (g) On or before any Trading Day that a Draw Down Notice is deliveredeach Settlement Date, the Company shall have filed with the Commission a prospectus supplement pursuant to Rule 424 under the Securities Act setting forth the terms of the Draw Down Notice. Draw Down Notices shall be made no less than 10 Business Days apart, unless otherwise agreed upon Shares purchased by the Company and the Purchaser. (f) On the Trading Day immediately following the last day of the Settlement Period, the Company shall deliver, and the Purchaser shall acknowledge receipt of, a settlement statement (the "Settlement Statement") setting forth the number of Draw Down Shares issuable and the aggregate Purchase Price as to such Settlement Period. On the Settlement Date as to such Draw Down, the Draw Down Shares purchased pursuant to such Settlement Statement shall be delivered to the The Depository Trust Company ("“DTC"”) account of on the Purchaser, or its designees, as designated by the Purchaser in the Settlement Statement, via DTC's Deposit Withdrawal Agent Commission system ("DWAC")’s behalf. Upon the Company electronically delivering such Draw Down Shares whole shares of Common Stock to the DTC account of the Purchaser, Purchaser or its designees, designees via DWAC by DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system prior to 1:00 p.m. ET, the Purchaser shall, on the same day (or the next Business Day if such day is not a Business Day) shall wire transfer immediately available funds to the Company's bank account’s designated account on such day, less any fees as designated by the Company set forth in the Settlement StatementEscrow Agreement, for which fees shall be wired as directed in the amount of the aggregate Purchase Price of such Draw Down SharesEscrow Agreement. Upon the Company electronically delivering the Draw Down Shares whole shares of Common Stock to the Purchaser or its designee's ’s DTC account via DWAC after 1:00 p.m. ET, the Purchaser shall wire transfer next day available funds to the Company's ’s designated account on such day, less any fees as set forth in the Escrow Agreement, which fees shall be wired as directed in the Escrow Agreement. At In the sole election of event that either party elects to use the PurchaserEscrow Agent, the Shares shall be credited by the Company to the DTC account designated by the Purchaser may elect via DWAC upon receipt by the Escrow Agent of payment for the Draw Down Shares into the Escrow Agent’s master escrow account and notice to the Company thereof, all as further set forth in the Escrow Agreement. The Escrow Agent shall be directed to pay any broker fees disclosed in the schedules attached to this Agreement directly purchase price to the brokers pursuant Company, net of $1,000 per Settlement as escrow expenses to written instructions from any such brokerthe Escrow Agent. (gh) The Company understands that a delay in the delivery of the Draw Down Shares to into the Purchaser Purchaser’s DTC account beyond 5 Trading Days after the Settlement Date dates set forth herein or in the Escrow Agreement, as may be applicable, could result in economic loss to the Purchaser. In addition Notwithstanding anything herein to the Purchaser's other available remediescontrary, as compensation to the Purchaser for such loss, the Company shall agrees to pay late payments to the Purchaser, Purchaser for late delivery after 5 Trading Days from such dates in cashaccordance with the following schedule (where “No. Trading Days Late” is defined as the number of Trading Days beyond 5 Trading Days from the dates set forth herein or in the Escrow Agreement, as partial liquidated damages and not as a penaltyapplicable, for each $1,000 of Draw Down Shares (based on the Closing Price of the Common Stock on the applicable Settlement Date) required to be delivered on the Settlement Date, $100 per Trading Day (increasing to $200 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Settlement Date until which such Draw Down Shares are to be delivered pursuant to into the Purchaser’s DTC account via the DWAC system): More than 10 $1,000 +$200 for each Trading Day Late beyond 10 Trading Days The Company shall pay any payments incurred under this Article VISection 5.1(h) in immediately available funds upon demand. Nothing herein shall limit the Purchaser's ’s right to pursue injunctive relief and/or actual damages for the Company's ’s failure to issue and deliver certificates (via DWAC) representing any Securities as required by the Transaction Documents, including but not limited Draw Down Shares to the cost of any buy-in to the Purchaser, and the Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive reliefCompany.

Draw Down Terms. Subject to the satisfaction of the conditions set forth in this Agreement, and subject to Section 6.02 below, the parties Parties agree (unless otherwise mutually agreed upon by the Parties in writing) as follows: (a) The Company may, in its sole discretion, issue and exercise draw downs against the Commitment a Draw Down Notice (as defined in Section 6.01(h) hereof) for a specified Draw Down Amount (each a "Draw Down"Requested. Subject to Section 6.01(g) during the Commitment Periodbelow, which Draw Downs the Purchaser shall pay a per-Share amount equal to 90% of the average applicable Daily Closing Price during the Draw Down Pricing Period (the “Purchase Price”). Subject to Section 4.06 hereof, the Draw Down Amount Requested shall not exceed four hundred percent (400%) (the “Draw Down Limit”) of the average daily trading volume for the 30 Trading Days immediately preceding the Draw Down Exercise Date. In furtherance and without limiting the generality of the foregoing, the parties acknowledge and agree that following the effectiveness of a Public Listing as a result of a Reverse Merger Transaction or a listing on a Principal Market, then on the Public Listing Date, the Company may, in its sole discretion, issue a Draw Down Notice for a Draw Down Amount Requested equal to an amount of up to ten million US dollars ($10,000,000) of the Aggregate Limit, which for clarity will be obligated to accept, subject to on all of the terms and subject to all of the conditions set forth herein, including this Section 6.01 (including for the avoidance of this Agreement. Before doubt the Company shall exercise a Draw DownDown Limit). (b) Prior to commencement of the Draw Down Pricing Period, the Company shall have caused a sufficient number of shares of Common Stock deliver the Shares to be registered purchased in such Draw Down to cover the Purchaser. If Shares delivered to the Purchaser prior to commencement of the Draw Down Pricing Period are delivered in certificated form and not DWAC Eligible, then the Draw Down Pricing Period shall not begin until the Shares to be issued in connection with such Draw Downare cleared by an appointed clearing agent. (bc) Only one Draw Down shall be allowed in each Draw Down Pricing Period and any subsequent Period. (d) Each Draw Down shall be settled on the first Trading Day after the end of each Draw Down Pricing Period shall not commence until (the Trading Cushion has elapsed since “Settlement Date”). (e) At the end of the previous each Draw Down Pricing Period. The number of shares of Common Stock purchased , the Purchaser’s total Draw Down commitment under this Agreement shall be reduced by the Purchaser total Draw Down Amount for such Draw Down Pricing Period. (f) Each Draw Down will automatically expire immediately after the last Trading Day of each Draw Down Pricing Period. (g) Each Draw Down Notice shall set forth the Threshold Price set by the Company for such Draw Down. If the Daily Closing Price on a given Trading Day in the Draw Down Pricing Period, multiplied by 9/10, is less than the Threshold Price, then the total Draw Down Amount Requested will be reduced by 1/30th, and, unless otherwise agreed by the Parties, and no Shares will be purchased or sold with respect to each Draw Down such Trading Day and the Daily Closing Price on such Trading Day shall be determined as set forth in Section 6.1(d) herein and settled on excluded from the second Trading Day immediately following the end calculation of the applicable Draw Down Pricing period (each such settlement period and each such settlement date shall be referred to as a "Settlement Period" and a "Settlement Date", respectively)Purchase Price. (ch) The quantity of Draw Down Shares as to each Draw Down shall be limited As a condition to the lesser of: exercise of any Draw Down, the Company must (i) 4.99% provide a notice to the Purchaser of the then-current shares outstanding or (ii) Company’s exercise of any Draw Down via email before commencement of trading on the previous 10-day average trading volume first Trading Day of the Draw Down Pricing Period covered by such notice (the “Draw Down Notice”), substantially in the form attached hereto as Exhibit E, and (ii)pursuant to Section 6.01(b), deliver the Shares multiplied to the Purchaser or its designees via DWAC, if the Company is approved for DWAC in an amount equal to the Draw Down Amount Requested (which amount shall be adjusted in the event that the amount accepted by 3the Purchaser pursuant to Section 6.01(a) hereof is different than the Draw Down Amount Requested). There The date the Company delivers the Draw Down Notice and the Shares in accordance with this Section 6.01(h) shall be a minimum “Draw Down Investment Amount (the "Investment Amount") of $25,000 and a maximum Exercise Date.” The Draw Down Investment Notice shall specify the Draw Down Amount Requested, set the Threshold Price for such Draw Down and designate the first Trading Day of $1,000,000 unless otherwise agreed upon by the Draw Down Pricing Period that the Company and wishes to grant to the Purchaser. For avoidance of doubt, the calculation provided for herein shall be done at the beginning of Purchaser during the Draw Down Pricing Period. (di) The issuance of Draw Down Shares of Common Stock to be issued on On each Settlement Date Date, the Purchaser shall subject to the following adjustments: (i) if during any Trading Day during the Draw Down Pricing Period trading of the Common Stock on the Trading Market is suspended for more than 3 hours, in the aggregate, or if any Trading Day during the Draw Down Pricing Period is shortened because of a public holiday, then such Trading Day shall be withdrawn from the Draw Down Pricing Period; and (e) The Company must inform the Purchaser as to the Investment Amount of the Draw Down provide the Company wishes to exercise by delivering a draw down notice, closing notice in the form of Exhibit B hereto F attached hereto; (ii) make payment for the "Draw Down Notice")Shares acquired pursuant to this Agreement to the Company’s designated account by wire transfer of immediately available funds, via facsimile transmission provided that the Shares were received by the Purchaser in accordance with Section 8.3. The 6.01(b) hereof; and (iii) return to the Company any Shares delivered to the Purchaser in connection with the applicable Draw Down Notice shall also inform the Purchaser of the first day of the Draw Down Pricing Period, which, unless otherwise agreed to in writing by the parties, shall be the first Trading Day following the date such Draw Down Notice is received (the "Commencement Date"). At no time shall the Purchaser be required to purchase more than the maximum Investment Amount for a given Draw Down Pricing Period. On or before any Trading Day that a Draw Down Notice is delivered, the Company shall have filed with the Commission a prospectus supplement pursuant to Rule 424 under the Securities Act setting forth the terms of the Draw Down Notice. Draw Down Notices shall be made no less than 10 Business Days apart, unless otherwise agreed upon by the Company and the Purchaser. (fSection 6.01(b) On the Trading Day immediately following the last day of the Settlement Period, the Company shall deliver, and the Purchaser shall acknowledge receipt of, a settlement statement (the "Settlement Statement") setting forth the number of Draw Down Shares issuable and the aggregate Purchase Price as to such Settlement Period. On the Settlement Date as to such Draw Down, the Draw Down Shares above but not purchased pursuant to such Settlement Statement shall be delivered to the Depository Trust Company ("DTC") account of the Purchaser, or its designees, as designated by the Purchaser in the Settlement Statement, via DTC's Deposit Withdrawal Agent Commission system ("DWAC"). Upon the Company electronically delivering such Draw Down Shares pursuant to the DTC account of the Purchaserterms hereof, or its designees, via DWAC by 1:00 p.m. ET, the Purchaser shall, on the same day (or the next Business Day if such day is not a Business Day) wire transfer immediately available funds to the Company's bank account, as designated by the Company in the Settlement Statement, for the amount of the aggregate Purchase Price of such Draw Down Shares. Upon the Company electronically delivering the Draw Down Shares to the Purchaser or its designee's DTC account via DWAC after 1:00 p.m. ET, the Purchaser shall wire transfer next day available funds to the Company's designated account on such day. At the sole election of the Purchaser, the Purchaser may elect to pay any broker fees disclosed in the schedules attached to this Agreement directly to the brokers pursuant to written instructions from any such broker. (g) The Company understands it being understood that a delay in the delivery of the Draw Down Shares to the Purchaser beyond the Settlement Date could result in economic loss to the Purchaser. In addition to the Purchaser's other available remedies, the Company shall pay to the Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of Draw Down Shares (based on the Closing Price of the Common Stock on the applicable Settlement Date) required to be delivered on the Settlement Date, $100 per Trading Day (increasing to $200 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Settlement Date until such Draw Down Shares are delivered pursuant to this Article VI. Nothing herein shall limit the Purchaser's right to pursue actual damages for the Company's failure to deliver certificates (via DWAC) representing any Securities as required by the Transaction Documents, including but not limited to the cost of any buy-in to the Purchaser, and the Purchaser shall have the right ability to pursue all remedies available sell any purchased Shares at any time following their deposit pursuant to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive reliefSection 6.01(b).

Draw Down Terms. Subject to the satisfaction of the conditions set forth in this Agreement, the parties agree as follows: (a) The Company may, in its sole discretion, issue a Draw Down Notice with respect to a Draw Down during each Draw Down Pricing Period of up to (i) $1,500,000 if the Threshold Price is equal to or greater than $12.00 but less than $15.00 and exercise draw downs against (ii) up to an additional $500,000 for every $3.00 increase in the Commitment Threshold Price above $12.00 up to and including $51.00, for a maximum Draw Down Amount (during each Draw Down Pricing Period of up to $8,000,000; PROVIDED, that the Company may, in its sole discretion, issue a "Draw Down") during Down Notice with respect to any Draw Down Amount at any Threshold Price or any Draw Down Discount Percentage pursuant to terms mutually agreed upon by the Commitment PeriodPurchaser and the Company, which Draw Downs Down the Purchaser shall will be obligated to accept, subject . Prior to the terms and conditions of this Agreement. Before the Company shall exercise a issuing any Draw DownDown Notice, the Company shall have caused a sufficient number Shares registered under the Registration Statement which are valued at an amount equal to or in excess of shares of Common Stock to be registered to cover the Draw Down Amount. (b) The number of Shares to be issued in connection with each Draw Down shall be equal to the sum of the quotients (for each Trading Day of the Draw Down Pricing Period for which the VWAP equals or exceeds the Threshold Price) of (x) 1/20th (or such other fraction based on the length of the Draw DownDown Pricing Period) of the Draw Down Amount divided by (y) the applicable Draw Down Discount Percentage multiplied by the VWAP of the Common Stock for such Trading Day. (bc) Only one Draw Down shall be allowed in each Draw Down Pricing Period and any subsequent Draw Down Pricing Period shall not commence until the Trading Cushion has elapsed since the end of the previous Draw Down Pricing Period. . (d) The number of shares of Common Stock Shares purchased by the Purchaser with respect to each Draw Down shall be determined as set forth in Section 6.1(d) herein on a daily basis during each Draw Down Pricing Period and settled on the second Trading Day immediately business day following the end of the applicable each Draw Down Pricing period Period (each such settlement period and each such settlement date shall be referred to as a the "Settlement Period" and a SETTLEMENT DATE"Settlement Date", respectively). (ce) The quantity of Draw Down Shares as to each Draw Down shall be limited to the lesser of: (i) 4.99% of the then-current shares outstanding or (ii) the previous 10-day average trading volume of the Draw Down Shares multiplied by 3. There shall be a minimum of five (5) Trading Days between Draw Downs, unless otherwise mutually agreed upon between the Purchaser and the Company. (f) There shall be a maximum of twenty-four (24) monthly Draw Downs during the term of this Agreement. (g) Each Draw Down Investment Amount (will expire on the "Investment Amount") end of $25,000 and a maximum the last Trading Day of each Draw Down Investment Amount Pricing Period. (h) If the VWAP on a given Trading Day is less than the Threshold Price, then the total amount of the Draw Down for the relevant Draw Down Pricing Period will be reduced by 1/20th (or such other fraction based on the length of the Draw Down Pricing Period). At no time shall the Threshold Price be set below $1,000,000 12.00, unless otherwise mutually agreed upon by the Company and the Purchaser. For avoidance of doubtIf trading in the Company's Common Stock is suspended for any reason for more than three (3) hours in any Trading Day, at the Purchaser's option, the calculation provided for herein price of the Common Stock shall be done at deemed to be below the beginning Threshold Price for that Trading Day and the Draw Down for the relevant Draw Down Pricing Period shall be reduced by 1/20th (or such other fraction based on the length of the Draw Down Pricing Period. (d) The issuance of Draw Down Shares of Common Stock to be issued on each Settlement Date shall subject ). Notwithstanding anything in the foregoing to the following adjustments: (i) if during any contrary, for each Trading Day during the Draw Down Pricing Period trading that the VWAP is less than the Threshold Price or is deemed to be below the Threshold Price pursuant to the immediately preceding sentence, the Purchaser may elect in its sole discretion to purchase Shares at a price equal to the Threshold Price multiplied by the Draw Down Discount Percentage at the end of such Draw Down Pricing Period. The Purchaser will inform the Common Stock Company via facsimile transmission no later than 8:00 p.m. (eastern time) on the Trading Market is suspended for more than 3 hours, in the aggregate, or if any last Trading Day during the of such Draw Down Pricing Period is shortened because as to the number of a public holidayShares, then if any, the Purchaser chooses to purchase under such Trading Day shall be withdrawn from the Draw Down Pricing Period; andcircumstances set forth in this Section 6.1(h). (ei) The Company must inform the Purchaser via facsimile transmission as to the Investment Amount of the Draw Down Amount the Company wishes to exercise by delivering a draw down noticebefore commencement of trading on the first Trading Day of the Draw Down Pricing Period (the "DRAW DOWN NOTICE"), substantially in the form of attached hereto as Exhibit B hereto (D. In addition to the "Draw Down Notice")Amount, via facsimile transmission in accordance the Company shall set the Threshold Price with Section 8.3. The each Draw Down Notice and shall also inform designate the Purchaser first Trading Day of the Draw Down Pricing Period. Notwithstanding anything in the foregoing to the contrary, if the Company wishes the date of the Draw Down Notice to be the first day of the Draw Down Pricing Period, which, unless otherwise agreed the Draw Down Notice must be delivered to in writing by the parties, shall be the first Trading Day following the date Purchaser and receipt of such Draw Down Notice is received (the "Commencement Date"). At no time shall confirmed by the Purchaser be required prior to purchase more than the maximum Investment Amount for a given commencement of trading on the date of such Draw Down Pricing Period. Notice. (j) On or before any Trading Day that a Draw Down Notice is deliveredeach Settlement Date, the Company shall have filed with deliver the Commission a prospectus supplement pursuant to Rule 424 under the Securities Act setting forth the terms of the Draw Down Notice. Draw Down Notices shall be made no less than 10 Business Days apart, unless otherwise agreed upon Shares purchased by the Company and the Purchaser. (f) On the Trading Day immediately following the last day of the Settlement Period, the Company shall deliver, and Purchaser to the Purchaser shall acknowledge receipt of, a settlement statement (the "Settlement Statement") setting forth the number of Draw Down Shares issuable and the aggregate Purchase Price as or to such Settlement Period. On the Settlement Date as to such Draw Down, the Draw Down Shares purchased pursuant to such Settlement Statement shall be delivered to the Depository The Depositary Trust Company ("DTC") account of on the Purchaser, or its designees, as designated by 's behalf via the Purchaser in the Settlement Statement, via DTC's Deposit Withdrawal Agent Commission system ("DWAC"). Upon , and upon receipt of the Shares, the Purchaser shall cause payment therefor to be made to the account designated by the Company electronically delivering by wire transfer of immediately available funds provided that the Shares are received no later than 1:00 p.m., eastern time, or next day available funds if the Shares are received thereafter. (k) If during any Draw Down Pricing Period the Company shall enter into an Other Financing (other than shares of Common Stock issued under this Agreement or pursuant to a Permitted Transaction), the Purchaser may in its sole discretion (i) purchase the Draw Down Amount of shares of Common Stock and/or exercise Call Options granted during such Draw Down Pricing Period on the terms at which the Company issued shares of Common Stock in the Other Financing during such Draw Down Pricing Period, net of any third party's discount and fees, (ii) purchase the Draw Down Amount of shares of Common Stock and/or exercise Call Options granted during such Draw Down Pricing Period at the applicable Draw Down Discount Percentage times the VWAP for such Draw Down Pricing Period, or (iii) elect not to purchase any Shares during such Draw Down Pricing Period. The Purchaser shall notify the Company of its election on the business day preceding the Settlement Date. (l) If on the Settlement Date, the Company fails to deliver the Shares to be purchased by the DTC account Purchaser, and such failure continues for ten (10) Trading Days, the Company shall pay, in cash or restricted shares of Common Stock, at the option of the Purchaser, or its designees, via DWAC by 1:00 p.m. ET, the Purchaser shall, on the same day (or the next Business Day if such day is not a Business Day) wire transfer immediately available funds to the Company's bank account, as designated by the Company in the Settlement Statement, for the amount of the aggregate Purchase Price of such Draw Down Shares. Upon the Company electronically delivering the Draw Down Shares to the Purchaser or its designee's DTC account via DWAC after 1:00 p.m. ET, the Purchaser shall wire transfer next day available funds to the Company's designated account on such day. At the sole election of the Purchaser, the Purchaser may elect to pay any broker fees disclosed in the schedules attached to this Agreement directly to the brokers pursuant to written instructions from any such broker. (g) The Company understands that a delay in the delivery of the Draw Down Shares to the Purchaser beyond the Settlement Date could result in economic loss to the Purchaser. In addition to the Purchaser's other available remedies, the Company shall pay to the Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $1,000 penalty to the Purchaser an amount equal to two percent (2%) of the Draw Down Shares Amount for the initial thirty (based 30) days and each additional thirty (30) day period thereafter until such failure has been cured, which shall be pro rated for such periods less than thirty (30) days (the "PERIODIC AMOUNT"). Cash payments to be made pursuant to this clause (1) shall be due and payable immediately upon demand in immediately available cash funds. Certificates evidencing the restricted shares of Common Stock shall be delivered immediately upon demand. The parties agree that the Periodic Amount represents a reasonable estimate on the Closing Price part of the Common Stock on parties, as of the applicable Settlement Date) required date of this Agreement, of the amount of damages that may be incurred by the Purchaser if the Company fails to be delivered deliver the Shares on the Settlement Date. If the Purchaser elects to receive shares of Common Stock instead of cash, $100 per Trading Day (increasing to $200 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Settlement Date until such Draw Down Shares are delivered pursuant to this Article VI. Nothing herein shall limit the Purchaser's right to pursue actual damages for the Company's failure to deliver certificates (via DWAC) representing any Securities as required by the Transaction Documents, including but not limited to the cost of any buy-in to the Purchaser, and the Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, demand registration once within twelve (12) months of the date of issuance of such shares of Common Stock and piggyback registration rights if the Company files a decree of specific performance and/or injunctive reliefseparate registration statement.

Draw Down Terms. Subject to the satisfaction of the conditions set forth in this Agreement, the parties agree as follows: (a) The Company may, in its sole discretion, issue and exercise draw downs against the Commitment Amount (each a "“Draw Down"”) during the Commitment Period, which Draw Downs the Purchaser shall be obligated to accept, subject to the terms and conditions of this Agreement. Before the Company shall exercise a Draw Down, the Company shall have caused a sufficient number of shares of Common Stock to be registered to cover the resale of the Draw Down Shares to be issued in connection with such Draw Down and the VWAP shall be greater than $0.01 per share, subject to adjustment, on the Trading Day immediately prior to each Draw Down. (b) Only one Draw Down shall be allowed in each Draw Down Pricing Period and any subsequent Draw Down Pricing Period shall not commence until the Trading Cushion has elapsed since the end of the previous Draw Down Pricing Period. The number of shares of Common Stock purchased by the Purchaser with respect to each Draw Down shall be determined as set forth in Section 6.1(d) herein herein. Each Draw Down Pricing Period shall be comprised of settlement periods which shall each be comprised of three Trading Days (each such 3 Trading Day period, a “Settlement Period”) whereby the first Settlement Period shall consist of the first, second and third Trading Days of the Draw Down Pricing Period, the second Settlement Period shall consist of the fourth, fifth and sixth Trading Days of the Draw Down Pricing Period and the third Settlement Period shall consist of the seventh, eighth and ninth Trading Days of the Draw Down Pricing Period. Each Draw Down shall be settled on the second Trading Day immediately following the end of the applicable Draw Down Pricing period Settlement Period (each such settlement period and each such settlement date shall be referred to as a "Settlement Period" and a "“Settlement Date", respectively”). (c) The quantity of Draw Down Shares maximum dollar amount as to each Draw Down shall be limited equal to the lesser of: (i) 4.99A multiplied by B, where A equals a number of shares of Common Stock equal to 25% of the then-current shares outstanding or (ii) the previous 10-day average daily trading volume of during the Draw Down Shares multiplied by 3. There shall be a minimum Draw Down Investment Amount (20 Trading Days immediately prior to the "Investment Amount") of $25,000 and a maximum Draw Down Investment Amount of $1,000,000 unless otherwise agreed upon by the Company and the Purchaser. For avoidance of doubt, the calculation provided for herein shall be done at the beginning of the applicable Draw Down Pricing PeriodPeriod and B equals the average of each of the VWAPs during such 20 Trading Day period and the number of Trading Days in the Pricing Period (“Investment Amount”); provided, however, that no Draw Down shall exceed $150,000 or such amount that would otherwise cause the Purchaser to exceed the beneficial ownership limit set forth in Section 4.12. (d) The issuance number of Draw Down Shares shares of Common Stock to be issued on each Settlement Date shall be a number of shares equal to the sum of the quotients (for each Trading Day within the Settlement Period) of (x) 1/9th of the Investment Amount divided by (y) the Purchase Price on each Trading Day within the Settlement Period, subject to the following adjustments: (i) if the VWAP on a given Trading Day is less than the applicable Threshold Price, then such Trading Day shall be withdrawn from the Draw Down Pricing Period and such Draw Down shall be reduced by 1/9th for each such Trading Day withdrawn; and (ii) if during any Trading Day during the Draw Down Pricing Period trading of the Common Stock on the Trading Market is suspended for more than 3 hours, in the aggregate, or if any Trading Day during the Draw Down Pricing Period is shortened because of a public holiday, then such Trading Day shall be withdrawn from the Draw Down Pricing PeriodPeriod and such Draw Down shall be reduced by 1/9th for each such Trading Day withdrawn; and (iii) if during any Trading Day during the Draw Down Pricing Period sales of Draw Down Shares pursuant to the Registration Statement are suspended by the Company for more than three (3) hours, in the aggregate, then such Trading Day shall be withdrawn from the Draw Down Pricing Period and such Draw Down shall be reduced by 1/9th for each such Trading Day withdrawn. (e) The Company must inform the Purchaser as to the Investment Amount of the Draw Down the Company wishes to exercise by delivering a draw down notice, in the form of Exhibit B hereto (the "“Draw Down Notice"”), via facsimile transmission in accordance with Section 8.3, as to the Investment Amount of the Draw Down the Company wishes to exercise. The Draw Down Notice shall also inform the Purchaser of the first day of the Draw Down Pricing Period, which, unless which shall otherwise agreed to in writing by the parties, shall be the first Trading Day following the date such Draw Down Notice is received (the "“Commencement Date"”). At no time shall the Purchaser be required to purchase more than the maximum Investment Amount for a given Draw Down Pricing Period. The Company shall have the right to notify the Purchaser that Draw Downs shall be continuous pursuant to a Draw Down Notice until such time that the Company elects to suspend such Draw Down Notice. In the event of a continuous Draw Down Notice, the Company must give at least 2 Trading Days’ written notice of suspension to the Purchaser and in no event shall a suspension of a Draw Down occur prior to the end of any pending Draw Down Pricing Periods. On or before any Trading Day that a Draw Down Notice is delivered or notice of suspension of Draw Downs is delivered, the Company shall have filed with the Commission a prospectus supplement pursuant to Rule 424 under the Securities Act setting forth the terms of the Draw Down Notice. Draw Down Notices shall be made no less than 10 Business Days apart, unless otherwise agreed upon by the Company and the PurchaserNotice or suspension notice. (f) On the Trading Day immediately following the last day of the Settlement Period, the Company shall deliver, deliver and the Purchaser shall acknowledge receipt of, a settlement statement (the "“Settlement Statement"”) setting forth the number of Draw Down Shares issuable and the aggregate Purchase Price as to such Settlement Period. On the Settlement Date as to such Draw Down, the Draw Down Shares purchased pursuant to such Settlement Statement shall be delivered to the Depository Trust Company ("“DTC"”) account of the Purchaser, or its designees, as designated by the Purchaser in the Settlement Statement, via DTC's ’s Deposit or Withdrawal Agent Commission at Custodian system ("“DWAC"”). Upon the Company electronically delivering such Draw Down Shares to the DTC account of the Purchaser, or its designees, via DWAC by 1:00 p.m. ETEastern time, the Purchaser shall, on the same day (or the next Business Day if such day is not a Business Day) wire transfer immediately available funds to the Company's ’s bank account, as designated by the Company in the Settlement Statement, for the amount of the aggregate Purchase Price of such Draw Down Shares. Upon the Company electronically delivering the Draw Down Shares to the Purchaser or its designee's ’s DTC account via DWAC after 1:00 p.m. ETEastern time, the Purchaser shall wire transfer next day available funds to the Company's ’s designated account on such day. At the sole election of the Purchaser, the Purchaser may elect to pay any broker fees disclosed in the schedules attached to this Agreement directly to the brokers pursuant to written instructions from any such broker. (g) The Company understands that a delay in the delivery of the Draw Down Shares to the Purchaser beyond the Settlement Date could result in economic loss to the Purchaser. In addition to the Purchaser's ’s other available remedies, the Company shall pay to the Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of Draw Down Shares (based on the Closing Price of the Common Stock on the applicable Settlement Date) required to be delivered on the Settlement Date, $100 10 per Trading Day (increasing to $200 20 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Settlement Date until such Draw Down Shares are delivered pursuant to this Article VI. Nothing herein shall limit the Purchaser's ’s right to pursue actual damages for the Company's ’s failure to deliver certificates (via DWAC) representing any Securities as required by the Transaction Documents, including but not limited to the cost of any buy-in to the Purchaser, and the Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief.

Draw Down Terms. Subject to the satisfaction of the conditions set forth in this Agreement, the parties agree as follows: (a) The Company During the Investment Period, the Company, may, in its sole discretion, issue and exercise up to twelve (12) Draw Down Notices, each with respect to a draw downs against the Commitment Amount down (each a "Draw Down") during the Commitment Period), which Draw Downs Down the Purchaser shall be obligated to accept, subject to the terms and conditions of this Agreement. Before the Company shall exercise a Draw DownDown Amount equal to $200,000 if the Threshold Price is equal to or greater than $2.00, and an additional $100,000 for every $1.00 increase of the Threshold Price above $2.00. The maximum Threshold Price shall be $10.00 for a maximum Draw Down Amount of up to $1,000,000. The minimum Threshold Price shall be $2.00 (unless otherwise agreed upon by both parties) for a minimum Draw Down Amount of $200,000. Prior to issuing any Draw Down Notice, the Company shall have caused a sufficient number of shares of Common Stock to be registered to cover Shares representing at least the Draw Down Amount registered under the Registration Statement. (b) The number of Shares to be issued in connection with each Draw Down shall be equal to the sum of the quotients (for each trading day of the Draw Down Pricing Period for which the VWAP equals or exceeds the Threshold Price) of (x) 1/20th (or such other fraction based upon the agreed upon Draw DownDown Pricing Period) of the Draw Down Amount divided by (y) (A) the applicable Draw Down Discount Percentage multiplied by (B) the VWAP for such day. (bc) Only one Draw Down shall be allowed in each Draw Down Pricing Period and any subsequent Period. Each Draw Down Pricing Period shall not commence until consist of two (2) periods of ten (10) consecutive trading days beginning on the Trading Cushion has elapsed since date set forth in the end of Draw Down Notice as the previous Draw Down Pricing Period start date (each, a "Settlement Period. "). (d) The number of shares of Common Stock Shares purchased by the Purchaser with respect to each Draw Down shall be determined as set forth in Section 6.1(d) herein on a daily basis during each Draw Down Pricing Period and settled on the second Trading Day immediately business day following the end of each Settlement Period (the applicable Draw Down Pricing period (each such settlement period and each such settlement date shall be referred to as a "Settlement Period" and a "Settlement Date", respectively). (ce) The quantity of Draw Down Shares as to each Draw Down shall be limited to the lesser of: (i) 4.99% of the then-current shares outstanding or (ii) the previous 10-day average trading volume of the Draw Down Shares multiplied by 3. There shall be a minimum Draw Down Investment Amount of five (the "Investment Amount"5) trading days (or such other number of $25,000 and a maximum Draw Down Investment Amount of $1,000,000 unless otherwise trading days mutually agreed upon by the Company Purchaser and the Purchaser. For avoidance of doubt, the calculation provided for herein shall be done at the beginning of the Company) between Draw Down Pricing Period. (d) The issuance of Draw Down Shares of Common Stock to be issued on each Settlement Date shall subject to the following adjustments: (i) if during any Trading Day during the Draw Down Pricing Period trading of the Common Stock on the Trading Market is suspended for more than 3 hours, in the aggregate, or if any Trading Day during the Draw Down Pricing Period is shortened because of a public holiday, then such Trading Day shall be withdrawn from the Draw Down Pricing Period; and (e) The Company must inform the Purchaser as to the Investment Amount of the Draw Down the Company wishes to exercise by delivering a draw down notice, in the form of Exhibit B hereto (the "Draw Down Notice"), via facsimile transmission in accordance with Section 8.3. The Draw Down Notice shall also inform the Purchaser of the first day of the Draw Down Pricing Period, which, unless otherwise agreed to in writing by the parties, shall be the first Trading Day following the date such Draw Down Notice is received (the "Commencement Date"). At no time shall the Purchaser be required to purchase more than the maximum Investment Amount for a given Draw Down Pricing Period. On or before any Trading Day that a Draw Down Notice is delivered, the Company shall have filed with the Commission a prospectus supplement pursuant to Rule 424 under the Securities Act setting forth the terms of the Draw Down Notice. Draw Down Notices shall be made no less than 10 Business Days apart, unless otherwise agreed upon by the Company and the PurchaserDowns. (f) On the Trading Day immediately following the last day of the Settlement Period, the Company shall deliver, and the Purchaser shall acknowledge receipt of, a settlement statement (the "Settlement Statement") setting forth the number of Draw Down Shares issuable and the aggregate Purchase Price as to such Settlement Period. On the Settlement Date as to such Draw Down, the Draw Down Shares purchased pursuant to such Settlement Statement There shall be delivered to the Depository Trust Company ("DTC") account a maximum of the Purchaser, or its designees, as designated by the Purchaser in the Settlement Statement, via DTC's Deposit Withdrawal Agent Commission system ("DWAC"). Upon the Company electronically delivering such Draw Down Shares to the DTC account of the Purchaser, or its designees, via DWAC by 1:00 p.m. ET, the Purchaser shall, on the same day (or the next Business Day if such day is not a Business Day) wire transfer immediately available funds to the Company's bank account, as designated by the Company in the Settlement Statement, for the amount of the aggregate Purchase Price of such Draw Down Shares. Upon the Company electronically delivering the Draw Down Shares to the Purchaser or its designee's DTC account via DWAC after 1:00 p.m. ET, the Purchaser shall wire transfer next day available funds to the Company's designated account on such day. At the sole election of the Purchaser, the Purchaser may elect to pay any broker fees disclosed in the schedules attached to this Agreement directly to the brokers pursuant to written instructions from any such broker. (g) The Company understands that a delay in the delivery of the Draw Down Shares to the Purchaser beyond the Settlement Date could result in economic loss to the Purchaser. In addition to the Purchaser's other available remedies, the Company shall pay to the Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of Draw Down Shares (based on the Closing Price of the Common Stock on the applicable Settlement Date) required to be delivered on the Settlement Date, $100 per Trading Day (increasing to $200 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Settlement Date until such Draw Down Shares are delivered pursuant to this Article VI. Nothing herein shall limit the Purchaser's right to pursue actual damages for the Company's failure to deliver certificates (via DWAC) representing any Securities as required by the Transaction Documents, including but not limited to the cost of any buy-in to the Purchaser, and the Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief.twelve