Common use of Exercise of Put Clause in Contracts

Exercise of Put. (a) The Company's right to exercise the Put commences on the actual effective date of the registration statement described in Section 10.1(iv) hereof and expires three (3) years after the Effective Date ("Put Exercise Period"). (b) The Put may be exercised by the Company by giving the Subscriber written notice of exercise ("Put Notice") not more often than one time each thirty (30) consecutive calendar days during the Put Exercise Period in relation to up to the maximum principal amount of Put Note that the Subscriber has agreed to purchase subject to the limits described in this Agreement. The date a Put Notice is given is a Put Date. Each Put Notice must be accompanied by (i) the officer's certificate described in Section 11.1(b)(v) above; (ii) a legal opinion relating to the Put Securities in form reasonably acceptable to Subscriber; and (iii) such other documents and certificates reasonably requested by the Subscriber. (c) Unless otherwise agreed to by the Subscribers, Put Notices must be given to all Subscribers in proportion to the amounts agreed to be purchased by all Subscribers undertaking to purchase Put Notes in the Initial Offering. (d) Payment by the Subscriber in relation to a Put Notice relating to a Put must be made within fourteen (14) business days after receipt of a Put Notice and the items set forth in Section 11.2(b) above. Payment will be made against delivery to the Subscriber or an escrow agent to be agreed upon by the Company and Subscriber, of the Put Securities, and delivery to the Finders of the Put Commissions relating to the Put being exercised.

Exercise of Put. (a) The Company's right to exercise the Put commences on expires two weeks after the actual effective date filing of the registration statement described in Section 10.1(iv9.1(iv) hereof and expires three (3) years of this Subscription Agreement relating to all the Registrable Securities. In the event the Company does not exercise the Put in connection with any or all of the Put Securities, the Subscriber may exercise the Put on the Company's behalf in connection with the Put Securities described on the signature page hereof, by written notice to the Company within two weeks after the Effective Date end of the Put exercise period. Such notice will be deemed a Put Notice ("Put Exercise Period")as defined hereafter) and the Company will comply with all its obligations described herein. (b) The Put may be exercised by the Company by the giving to the Subscriber of a written notice of exercise ("Put Notice") not more often than one time each thirty (30) consecutive calendar days during the exercise period of the Put Exercise Period in relation to up to all the maximum principal amount of subject Put Note that the Subscriber has agreed to purchase subject to the limits described in this AgreementSecurities. The date a Put Notice is given is a Put Date. Each The Put Notice must be accompanied by the (i) the officer's certificate described in Section 11.1(b)(v10.1(b) above; and (ii) a legal opinion relating to copy of the Put Securities in form reasonably acceptable to Subscriber; and (iii) such other documents and certificates reasonably requested by the Subscriberfiled registration statement. (c) Unless otherwise agreed to by the Subscribers, Put Notices must be given to all Subscribers in proportion to the amounts agreed to be purchased by all Subscribers undertaking to purchase Put Notes Shares in the Initial Offering$7,800 and $750,000 offerings to which this and other Subscription Agreements relate. The aggregate amount of all such Put Notices may not exceed $757,800. (d) Payment by the Subscriber in relation to a Put Notice relating to a the Put must be made within fourteen seven (147) business days after of receipt of a Put Notice and relating to the items set forth in Section 11.2(b) abovePut. Payment will be made against delivery to the Subscriber or an escrow agent to be agreed upon by the Company and Subscriber, of the Put Securities, Securities and delivery to the Finders of the Put Commissions relating to the Put being exerciseditems set forth in Section 10.2(b) above.

Exercise of Put. (a) The Company's right to exercise the Put commences expires two weeks after the obtention of a listing of the Company's Common Stock on the actual effective date NASDAQ SmallCap Market, which must occur within 90 days of the registration statement described in Section 10.1(iv) hereof and expires three (3) years after the Effective Closing Date ("Put Exercise Period"). (b) The Put may be exercised by the Company by the giving to the Subscriber of a written notice of exercise ("Put Notice") not more often than one time each thirty (30) consecutive calendar days during the Put Exercise Period in relation to up to all the maximum principal amount of subject Put Note that the Subscriber has agreed to purchase subject to the limits described in this AgreementSecurities. The date a Put Notice is given is a Put Date. Each Put Notice must be accompanied by the (i) the officer's certificate described in Section 11.1(b)(v11.1(b)(viii) above; (ii) a copy of the filed registration statement; (iii) notice of declaration of effectiveness; (iv) five copies of the final prospectus; (v) a legal opinion relating to the Put Securities in form reasonably acceptable to Subscriber; , and (iiivi) such other documents and certificates reasonably requested by proof of timely listing on the SubscriberNASDAQ SmallCap Market. (c) Unless otherwise agreed to by the Subscribers, Put Notices must be given to all Subscribers in proportion to the amounts agreed to be purchased by all Subscribers undertaking to purchase Put Notes Shares in the Initial Offering$500,000 offering to which this Subscription Agreement relates. The aggregate amount of all such Put Notices may not exceed $1,500,000. In the event the Company does not exercise the Put during the Put Exercise Period, then the Subscriber may exercise the Put on behalf of the Company, giving notice to the Company of such exercise during the fourteen (14) business days following the Put Exercise Period. Only one Put Notice may be given to the Subscriber. (d) Payment by the Subscriber in relation to a Put Notice relating to a the Put must be made within fourteen (14) business 10 days after of receipt of a Put Notice and the items set forth in Section 11.2(b) aboveNotice. Payment will be made against delivery to the Subscriber or an escrow agent to be agreed upon by the Company and Subscriber, of the Put SecuritiesShares and items set forth in Section 11.2(b) above, and delivery to the Finders Placement Agents of the Put Commissions relating to the Put being exercised.

Exercise of Put. (a) The Company's right to exercise the Put commences on the actual effective date of the registration statement described in Section 10.1(iv) hereof and expires three (3) years after the Effective Date ("Put Exercise Period"). (b) The Put may be exercised by the Company by giving the Subscriber written notice of exercise ("Put Notice") not more often than one time each thirty calendar month on the first trading day of such month (30except in connection with the Section 11.2(e) consecutive calendar days Put Amount), as hereinafter defined) during the Put Exercise Period in relation to up to the maximum principal amount of Put Note that the Subscriber has agreed to purchase subject to the limits described in this Agreement. The date a Put Notice is given is a Put Date. Each Put Notice must be accompanied by (i) the officer's certificate described in Section 11.1(b)(v) above; (ii) a legal opinion relating to the Put Securities in form reasonably acceptable to SubscriberSubscriber substantially similar to the opinion annexed hereto as Exhibit C; (iii) proof of effectiveness of the registration statement described in Section 10 above, together with five copies of the prospectus portion thereof; and (iiiiv) such other documents and certificates reasonably requested by the Subscriber. (c) Unless otherwise agreed to by the Subscribers, Put Notices must be given to all Subscribers in proportion to the amounts agreed to be purchased by all Subscribers undertaking to purchase Put Notes in the Initial Offering. (d) Payment by the Subscriber in relation to a Put Notice relating to a Put must be made within fourteen (14) business days after receipt of a Put Notice and the items set forth in Section 11.2(b) above. Payment will be made against delivery to the Subscriber or an escrow agent to be agreed upon by the Company and Subscriber, of the Put Securities, and delivery to the Finders of the Put Commissions relating to the Put being exercisedexercised which the Company may elect to be paid out of funds deposited with the escrow agent. (e) The Company may exercise the Put subject to the following limitations: (i) The Company may not give the Subscriber a Put Notice in connection with that amount of Put Note which could be converted as of the Put Date into a number of shares of Common Stock which would be in excess of the sum of (y) the number of shares of Common Stock beneficially owned by the Subscriber and its affiliates on such Put Date, and (z) the number of shares of Common Stock issuable upon the conversion of the Put Note with respect to which the determination of this proviso is being made on a Put Date, which would result in beneficial ownership by the Subscriber and its affiliates of more than 9.99% of the outstanding shares of Common Stock of the Company on such Put Date. For the purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. Subject to the foregoing, the Subscriber shall not be limited to aggregate conversions of only 9.99%. The Subscriber may revoke the restriction described in this paragraph upon 75 days prior notice to the Company. The Subscriber shall have the right to determine which of the equity of the Company deemed beneficially owned by the Subscriber shall be included in the 9.99% described above and which shall be allocated to the excess above 9.99%. (ii) The aggregate amount of all Put Notices to all Subscribers of the Initial Offering may not exceed $19,750,000. The aggregate maximum principal amount of Put Notes for which Put Notices may be given during any calendar month to all Subscribers in the Initial Offering may not exceed ten (10%) of the daily weighted average price of the Common Stock on the Principal Market as reported by Bloomberg Financial using the AQR function for the thirty calendar days prior to but not including the Put Date, multiplied by the reported daily trading volume of the Common Stock for each such day ("Trading Volume Limitation"). The foregoing Trading Volume Limitation notwithstanding and provided all other preconditions to Put exercise are satisfied, except as described below, the Company may exercise the Put for up to the aggregate amount designated on the signature page hereto as "Section 11.2

Exercise of Put. (a) The Company's right to exercise the Put commences on the actual effective date of the registration statement described in Section 10.1(iv) hereof and expires three thirty (330) years days after the Effective Date ("Put Exercise Period"). (b) The Put may be exercised by the Company by giving the Subscriber written notice of exercise ("Put Notice") not more often than one time each thirty (30) consecutive calendar days during the Put Exercise Period in relation to up to the maximum principal amount of Put Note that the Subscriber has agreed to purchase subject to the limits described in this Agreement. The date a Put Notice is given is a Put Date. Each Put Notice must be accompanied by (i) the officer's certificate described in Section 11.1(b)(v) above; (ii) a legal opinion relating to the Put Securities in form reasonably acceptable to SubscriberSubscriber substantially similar to the opinion annexed hereto as Exhibit C; (iii) proof of effectiveness of the registration statement described in Section 10 above, together with five copies of the prospectus portion thereof; and (iiiiv) such other documents and certificates reasonably requested by the Subscriber. (c) Unless otherwise agreed to by the Subscribers, Put Notices must be given to all Subscribers in proportion to the amounts agreed to be purchased by all Subscribers undertaking to purchase Put Notes in the Initial Offering. (d) Payment by the Subscriber in relation to a Put Notice relating to a Put must be made within fourteen twenty (1420) business days after receipt of a Put Notice and the items set forth in Section 11.2(b) above. Payment will be made against delivery to the Subscriber and Warrant Recipients or an escrow agent to be agreed upon by the Company and Subscriber, of the Put Securities, and delivery to the Finders of the Put Commissions relating to the Put being exercised. (e) The Company may exercise the Put subject to the following limitation:

Exercise of Put. (a) The Company's right to exercise the Put commences on expires two weeks after the actual effective date of the registration statement described in Section 10.1(iv) hereof and expires three (3) years after the Effective Date ("Put Exercise Period"). (b) The Put may be exercised by the Company by the giving to the Subscriber of a written notice of exercise ("Put Notice") not more often than one time each thirty (30) consecutive calendar days during the Put Exercise Period in relation to up to all the maximum principal amount of subject Put Note that the Subscriber has agreed to purchase subject to the limits described in this AgreementSecurities. The date a Put Notice is given is a Put Date. Each Put Notice must be accompanied by the (i) the officer's certificate described in Section 11.1(b)(v11.1(b)(viii) above; (ii) a copy of the filed registration statement; (iii) notice of declaration of effectiveness; (iv) five copies of the final prospectus; and (v) a legal opinion relating to the Put Securities in form reasonably acceptable to Subscriber; and (iii) such other documents and certificates reasonably requested by the Subscriber. (c) Unless otherwise agreed to by the Subscribers, Put Notices must be given to all Subscribers in proportion to the amounts agreed to be purchased by all Subscribers undertaking to purchase Put Notes Shares in the Initial Offering$1,200,000 offering to which this Subscription Agreement relates. The aggregate amount of all such Put Notices may not exceed $500,000. In the event the Company does not exercise the Put during the Put Exercise Period, then the Subscriber may exercise the Put on behalf of the Company, by giving notice to the Company of such exercise during the fourteen (14) business days following the Put Exercise Period. Only one Put Notice may be given to the Subscriber. (d) Payment by the Subscriber in relation to a Put Notice relating to a the Put must be made within fourteen (14) business 10 days after of receipt of a Put Notice and the items set forth in Section 11.2(b) aboveNotice. Payment will be made against delivery to the Subscriber or an escrow agent to be agreed upon by the Company and Subscriber, of the Put SecuritiesShares and items set forth in Section 11.2(b) above, and delivery to the Finders Placement Agents of the Put Commissions relating to the Put being exercised.

Exercise of Put. (a) The Company's right to exercise the Put commences on the actual effective date of the registration statement described in Section 10.1(iv) hereof in relation to all the Securities and Put Securities ("Actual Effective Date") and expires three fifteen (315) years after the Effective Date business days thereafter ("Put Exercise Period"). (b) The Put may be exercised by the Company by the giving to the Subscriber of a written notice of exercise ("Put Notice") not more often than one time each thirty (30) consecutive calendar days during the Put Exercise Period in relation to up to the maximum principal amount of subject Put Note that the Subscriber has agreed to purchase subject to the limits described in this AgreementSecurities. The date a Put Notice is given is a Put Date. Each Put Notice must be accompanied by the (i) the officer's certificate described in Section 11.1(b)(v) above; (ii) the original legal opinion described in Section 7.1(e); (iii) a legal opinion relating to the Put Securities in form reasonably acceptable to Subscriber; and (iiiiv) such other documents proof of effectiveness of the registration statement in which the Securities and certificates reasonably requested by Put Securities are registered together with five copies of the Subscriberprospectus relating to the Securities and Put Securities. (c) Unless otherwise agreed to by the Subscribers, Put Notices must be given to all Subscribers in proportion to the amounts agreed to be purchased by all Subscribers undertaking to purchase Put Notes Shares in the Initial Offeringinitial $1,500,000 installment of the aggregate $4,500,000 offering to which this and other identical Subscription Agreements relate. The aggregate amount of all Put Notices may not exceed $1,500,000. In the event the Company does not exercise the Put during the Put Exercise Period for the entire Put amount, then the Subscriber may exercise the Put on behalf of the Company in relation only to such Subscriber, by giving notice to the Company of such exercise during the seven (7) business days following the Put Exercise Period. (d) Payment After receipt by the Subscriber in relation to a Put Notice relating to a Put must be made within fourteen (14) business days after receipt of a Put Notice and the items set forth in Section 11.2(b) aboveabove the Subscriber must pay an amount equal to 50% of the Purchase Price set forth on the signature page hereto within ten (10) business days after the Actual Effective Date ("First Put Payment Date"), and an amount equal to 50% of the Purchase Price within one hundred and twenty (120) days after the Actual Effective Date ("Second Put Payment Date"). Payment will be made against delivery to the Subscriber or an escrow agent to be agreed upon by the Company and Subscriber, of the Put Securities, and delivery to the Finders Warrant Recipients of the Put Warrants and Put Commissions relating set forth on Schedule B hereto. (e) An additional precondition to the exercise of the Put being exercisedand payment of the initial 50% of the Put Purchase Price in that the average reported trading volume of the Common Stock on the Bulletin Board for the thirty trading days prior to the Actual Effective Date is not less than 100,000 Shares per day. Additional preconditions to the payment of the final 50% of Put Purchase Price are that the average reported trading volume of the Common Stock on the Bulletin Board for the thirty trading days prior to the Second Put Payment Date is not less than 150,000 Common Shares per day at an average reported closing bid price during such thirty day period of not less than 150% of the Conversion Price set forth in Paragraph 4(b)(ii)(x) of the Certificate of Designation.

Exercise of Put. (a) The Company's right to exercise the Put commences on the actual effective date of the registration statement described in Section 10.1(iv) hereof and expires three (3) years after the Effective Date ("Put Exercise Period"). (b) The Put may be exercised by the Company by giving the Subscriber written notice of exercise ("Put Notice") not more often than one time each thirty (30) consecutive calendar days month during the Put Exercise Period in relation to up to the maximum principal amount of Put Note that the Subscriber has agreed to purchase subject to the limits described in this Agreement. The date a Put Notice is given is a Put Date. Each Put Notice must be accompanied by (i) the officer's certificate described in Section 11.1(b)(v) above; (ii) a legal opinion relating to the Put Securities in form reasonably acceptable to SubscriberSubscriber substantially similar to the opinion annexed hereto as Exhibit C; (iii) proof of effectiveness of the registration statement described in Section 10 above, together with five copies of the prospectus portion thereof; and (iiiiv) such other documents and certificates reasonably requested by the Subscriber. (c) Unless otherwise agreed to by the Subscribers, Put Notices must be given to all Subscribers in proportion to the amounts agreed to be purchased by all Subscribers undertaking to purchase Put Notes in the Initial Offering. (d) Payment by the Subscriber in relation to a Put Notice relating to a Put must be made within fourteen seven (147) business days after receipt of a Put Notice and the items set forth in Section 11.2(b) above. Payment will be made against delivery to the Subscriber or an escrow agent to be agreed upon by the Company and Subscriber, of the Put Securities, and delivery to the Finders of the Put Commissions relating to the Put being exercisedexercised which the Company may elect to be paid out of funds deposited with the escrow agent. (e) The Company may exercise the Put subject to the following limitations: (i) The Company may not give the Subscriber a Put Notice in connection with that amount of Put Note which could be converted as of the Put Date into a number of shares of Common Stock which would be in excess of the sum of (y) the number of shares of Common Stock beneficially owned by the Subscriber and its affiliates on such Put Date, and (z) the number of shares of Common Stock issuable upon the conversion of the Put Note with respect to which the determination of this proviso is being made on a Put Date, which would result in beneficial ownership by the Subscriber and its affiliates of more than 4.99% of the outstanding shares of Common Stock of the Company on such Put Date. For the purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and

Exercise of Put. (a) The Company's right to exercise the First Put commences on and Second Put expires two weeks after the actual effective date declaration of effectiveness of the registration statement described in Section 10.1(iv) hereof and expires three (3) years after of this Subscription Agreement relating to all the Effective Date Registrable Securities ("Put Exercise Period"). (b) The First Put and Second Put may be exercised by the Company by the giving to the Subscriber of a written notice of exercise ("Put Notice") not more often than one time each thirty (30) consecutive calendar days during the Put Exercise Period in relation to up to all the maximum principal amount of subject Put Note that the Subscriber has agreed to purchase subject to the limits described in this AgreementSecurities. The date a Put Notice is given is a Put Date. Each Put Notice must be accompanied by the (i) the officer's certificate described in Section 11.1(b)(v11.1(b)(viii) above; (ii) a copy of the filed registration statement; (iii) notice of declaration of effectiveness; (iv) five copies of the final prospectus; and (v) a legal opinion relating to the Put Securities in form reasonably acceptable to Subscriber; and (iii) such other documents and certificates reasonably requested by the Subscriber. (c) Unless otherwise agreed to by the Subscribers, Put Notices must be given to all Subscribers in proportion to the amounts agreed to be purchased by all Subscribers undertaking to purchase Put Notes Shares in the Initial Offering$750,000 offering to which this Subscription Agreement relates. The aggregate amount of all such Put Notices may not exceed $1,250,000. In the event the Company does not exercise the Put during the Put Exercise Period, then the Subscriber may exercise the Put on behalf of the Company, by giving notice to the Company of such exercise during the seven (7) business days following the Put Exercise Period. (d) Payment by the Subscriber in relation to a Put Notice relating to a the First Put must be made within fourteen sixty (1460) business days after of receipt of a Put Notice relating to the First Put and within 135 days after receipt by the items set forth in Section 11.2(b) aboveSubscriber of a Put Notice relating to the Second Put. Payment will be made against delivery to the Subscriber or an escrow agent to be agreed upon by the Company and Subscriber, of the Put SecuritiesSecurities and items set forth in Section 11.2(b) above, and delivery to the Finders Placement Agents of the Put Commissions relating to the Put being exercised. (e) On the Closing Date the Company will deliver to the Subscriber the First Put Note and Second Put Note. The Company will prepare and retain for issuance on the First Put Closing Date and Second Put Closing Date the First Put Commission Warrants and Second Put Commission Warrants. Interest will commence to accrue on the First Put Note and Second Put Note on the respective Put Closing Dates. In the event the Puts are exercised for an amount other than the principal amount of the First Put Note and Second Put Note, then the Subscriber will surrender the appropriate Put Note on a Put Closing Date in exchange for a reissued Put Note in the correct amount. In the event the Puts are not exercised, the Subscriber will return the Put Notes to the Company.

Exercise of Put. (a) The Company's ’s right to exercise the Put commences on the actual effective date of the registration statement described in Section 10.1(iv) hereof and expires three (3) years after the Effective Date ("“Put Exercise Period"”). (b) The Put may be exercised by the Company by giving the Subscriber written notice of exercise ("“Put Notice"”) not more often than one time each thirty (30) consecutive calendar days month during the Put Exercise Period in relation to up to the maximum principal amount of Put Note that the Subscriber has agreed to purchase subject to the limits described in this Agreement. The date a Put Notice is given is a Put Date. Each Put Notice must be accompanied by (i) the officer's ’s certificate described in Section 11.1(b)(v) above; (ii) a legal opinion relating to the Put Securities in form reasonably acceptable to SubscriberSubscriber substantially similar to the opinion annexed hereto as Exhibit C; (iii) proof of effectiveness of the registration statement described in Section 10 above, together with five copies of the prospectus portion thereof; and (iiiiv) such other documents and certificates reasonably requested by the Subscriber. (c) Unless otherwise agreed to by the Subscribers, Put Notices must be given to all Subscribers in proportion to the amounts agreed to be purchased by all Subscribers undertaking to purchase Put Notes in the Initial Offering. (d) Payment by the Subscriber in relation to a Put Notice relating to a Put must be made within fourteen five (145) business days after receipt of a Put Notice and the items set forth in Section 11.2(b) above. Payment will be made against delivery to the Subscriber or an escrow agent to be agreed upon by the Company and Subscriber, of the Put Securities, and delivery to the Finders of the Put Commissions relating to the Put being exercisedexercised which the Company may elect to be paid out of funds deposited with the escrow agent.

Exercise of Put. (a) The Company's right to exercise the Put commences on the actual effective date of the registration statement described in Section 10.1(iv) hereof and expires three (3) years after the Effective Date ("Put Exercise Period"). With respect to the Filing Put Amount, the Put Exercise Period begins one day after acceptance by the Commission of the registration statement described in Section 11.1(b)(xi) and ends fourteen days thereafter. (b) The Put may be exercised by the Company by giving the Subscriber written notice of exercise ("Put Notice") not more often than one time each thirty (30) consecutive calendar days month during the Put Exercise Period in relation to up to the maximum principal amount of Put Note that the Subscriber has agreed to purchase subject to the limits described in this Agreement. The date a Put Notice is given is a Put Date. Each Put Notice must be accompanied by (i) the officer's certificate described in Section 11.1(b)(v) above; (ii) a legal opinion relating to the Put Securities in form reasonably acceptable to SubscriberSubscriber substantially similar to the opinion annexed hereto as Exhibit C; (iii) proof of effectiveness of the registration statement described in Section 10 above, together with five copies of the prospectus portion thereof; and (iiiiv) such other documents and certificates reasonably requested by the Subscriber. With respect to the Filing Put Amount, the items described in Sections 11.2(b)(iii) will be replaced by proof of acceptance of filing of the registration statement and one copy of the registration statement and exhibits as filed with the Commission. (c) Unless otherwise agreed to by the Subscribers, Put Notices must be given to all Subscribers in proportion to the amounts agreed to be purchased by all Subscribers undertaking to purchase Put Notes in the Initial Offering. (d) Payment by the Subscriber in relation to a Put Notice relating to a Put must be made within fourteen ten (1410) business days after receipt of a Put Notice and the items set forth in Section 11.2(b) above. Payment will be made against delivery to the Subscriber or an escrow agent to be agreed upon by the Company and Subscriber, of the Put Securities, and delivery to the Finders of the Put Commissions relating to the Put being exercisedexercised which the Company may elect to be paid out of funds deposited with the escrow agent. (e) The Company may exercise the Put subject to the following limitations: (i) The Company may not give the Subscriber a Put Notice in connection with that amount of Put Note which could be converted as of the Put Date into a number of shares of

Exercise of Put. (a) The Company's right to exercise the First Put commences on expires one week after the actual effective date filing of the registration statement described in Section 10.1(iv) hereof and of this Subscription Agreement relating to all the Registrable Securities. The Company's right to exercise the Second Put expires three seven (37) years days after the Effective Date ("Put Exercise Period")effective date of the registration statement relating to the Registrable Securities described in Section 10.1(iv) above. (b) The First Put and Second Put may be exercised by the Company by the giving to the Subscriber of a written notice of exercise ("Put Notice") not more often than one time each thirty (30) consecutive calendar days during the respective exercise periods of the First Put Exercise Period and Second Put in relation to up to all the maximum principal amount of subject Put Note that the Subscriber has agreed to purchase subject to the limits described in this AgreementSecurities. The date a Put Notice is given is a Put Date. Each The First Put Notice must be accompanied by the (i) the officer's certificate described in Section 11.1(b)(v11.1(b)(vi) above; (ii) a copy of the filed registration statement; and (iii) a legal opinion relating to the Put Securities substantially similar to the legal opinion attached hereto as Exhibit C. The Second Put Notice must be accompanied by the (i) officer's certificate described in form reasonably acceptable to SubscriberSection 11.1(b)(vi) above; (ii) a copy of the filed registration statement; (iii) notice of declaration of effectiveness; (iv) five copies of the final prospectus; and (iiiv) such other documents and certificates reasonably requested by a legal opinion relating to the Subscriber.Put Securities substantially similar to the legal opinion attached hereto as Exhibit C. (c) Unless otherwise agreed to by the Subscribers, Put Notices must be given to all Subscribers in proportion to the amounts agreed to be purchased by all Subscribers undertaking to purchase Put Notes Shares in the Initial Offering$500,000 offering to which this Subscription Agreement relates. The aggregate amount of all such Put Notices may not exceed $500,000. (d) Payment by the Subscriber in relation to a Put Notice relating to a the First Put must be made within fourteen seven (147) business days after of receipt of a Put Notice relating to the First Put and within 45 days after receipt by the items set forth in Section 11.2(b) aboveSubscriber of a Put Notice relating to the Second Put. Payment will be made against delivery to the Subscriber or an escrow agent to be agreed upon by the Company and Subscriber, of the Put SecuritiesSecurities and items set forth in Section 11.2(b) above, and delivery to the Finders Placement Agents of the Put Commissions relating to the Put being exercised, and delivery to the Placement Agents of the Put Commissions relating to the First Put.