Common use of Fixed Purchases Clause in Contracts

Fixed Purchases. Upon the initial satisfaction of all of the conditions set forth in set forth in Section 6.2, (the “Commencement” and the date of initial satisfaction of all of such conditions, the “Commencement Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 6.3, and on any business day selected by the Company where the Closing Sale Price on the applicable national market, or quotation service, is equal to or greater than $0.05, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Fixed Purchase Notice, to purchase a Fixed Purchase Share Amount, not to exceed the applicable Fixed Purchase Maximum Amount (calculated as of the applicable Fixed Purchase Date), at the applicable Fixed Purchase Price therefor on the applicable Fixed Purchase Date in accordance with this Agreement (each such purchase a “Fixed Purchase”); provided, however, that the Investor’s committed obligation under any single Fixed Purchase shall not exceed the lower of 100,000 shares of Common Stock or $10,000 (provided that all shares of Common Stock in respect of all prior Fixed Purchases and VWAP Purchases shall have been delivered to the Investor via Deposit/Withdrawal at Custodian (“DWAC”)). If the Company delivers any Fixed Purchase Notice directing the Investor to purchase a Fixed Purchase Share Amount in excess of the applicable Fixed Purchase Maximum Amount (calculated as of the applicable Fixed Purchase Date), such Fixed Purchase Notice shall be void ab initio to the extent of the amount by which the Fixed Purchase Share Amount set forth in such Fixed Purchase Notice exceeds such applicable Fixed Purchase Maximum Amount, and the Investor shall have no obligation to purchase such excess Shares in respect of such Fixed Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable Fixed Purchase Maximum Amount in such Fixed Purchase. The Company may deliver a Fixed Purchase Notice, in the Form attached hereto as Annex 2.1, to the Investor as often as every Trading Day, so long as (i) the Closing Sale Price of the Common Stock on such Trading Day is not less than $0.05 and (ii) all Shares subject to all prior Fixed Purchase Notices and VWAP Purchase Notices (as applicable) have theretofore been received by the Investor as DWAC Shares. Since delivery of a Fixed Purchase Notice is made by the Company after market close on the applicable Fixed Purchase Date, the Fixed Purchase Price is determined and fixed at the time the Company delivers the Fixed Purchase to the Investor.

Fixed Purchases. Upon the initial satisfaction of all of the conditions set forth in set forth in Section 6.2, (the “Commencement” and the date of initial satisfaction of all of such conditions, the “Commencement Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 6.3, and on any business day selected by the Company where the Closing Sale Price on the applicable national market, or quotation service, is equal to or greater than $0.051.00, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Fixed Purchase Notice, to purchase a Fixed Purchase Share Amount, not to exceed the applicable Fixed Purchase Maximum Amount (calculated as of the applicable Fixed Purchase Date), at the applicable Fixed Purchase Price therefor on the applicable Fixed Purchase Date in accordance with this Agreement (each such purchase a “Fixed Purchase”); provided, however, that the Investor’s committed obligation under any single Fixed Purchase shall not exceed the lower of 100,000 10,000 shares of Common Stock or $10,000 100,000 (provided that all shares of Common Stock in respect of all prior Fixed Purchases, VWAP Purchases and Additional VWAP Purchases shall have been delivered to the Investor via Deposit/Withdrawal at Custodian (“DWAC”)Investor). If the Company delivers any Fixed Purchase Notice directing the Investor to purchase a Fixed Purchase Share Amount in excess of the applicable Fixed Purchase Maximum Amount (calculated as of the applicable Fixed Purchase Date), such Fixed Purchase Notice shall be void ab initio to the extent of the amount by which the Fixed Purchase Share Amount set forth in such Fixed Purchase Notice exceeds such applicable Fixed Purchase Maximum Amount, and the Investor shall have no obligation to purchase such excess Shares in respect of such Fixed Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable Fixed Purchase Maximum Amount in such Fixed Purchase. The Company may deliver a Fixed Purchase Notice, in the Form attached hereto as Annex 2.1, to the Investor as often as every Trading Day, so long as (i) the Closing Sale Price of the Common Stock on such Trading Day is not less than $0.05 1.00 and (ii) all Shares subject to all prior Fixed Purchase Notices, VWAP Purchase Notices and Additional VWAP Purchase Notices (as applicable) have theretofore been received by the Investor as DWAC SharesInvestor. Since delivery of a Fixed Purchase Notice is made by the Company after market close on the applicable Fixed Purchase Date, the Fixed Purchase Price is determined and fixed at the time the Company delivers the Fixed Purchase to the Investor. At or prior to 9:30 a.m., New York City time, on the Trading Day immediately following the Fixed Purchase Date for each Fixed Purchase, the Investor shall provide to the Company a written confirmation of such Fixed Purchase setting forth the applicable Fixed Purchase Share Amount and Fixed Purchase Price for such Fixed Purchase (each, a “Fixed Purchase Confirmation”).

Fixed Purchases. Upon the initial satisfaction of all of the conditions set forth in set forth in Section 6.2, 7.2 (the “Commencement” and the date of initial satisfaction of all of such conditions, the “Commencement Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 6.3, and on any business day selected by the Company where the Closing Sale Price on the applicable national market, or quotation service, is equal to or greater than $0.057.3, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Fixed Purchase Notice, to purchase a Fixed Purchase Share Amount, not to exceed the applicable Fixed Purchase Maximum Amount (calculated as of the applicable Fixed Purchase Date), at the applicable Fixed Purchase Price therefor on the applicable Fixed Purchase Date in accordance with this Agreement (each such purchase a “Fixed Purchase”); provided, however, that the Investor’s committed obligation under any single Fixed Purchase shall not exceed $2,000,000. The Investor is obligated to accept each Fixed Purchase Notice prepared and delivered by the lower Company in accordance with the terms of 100,000 shares of Common Stock or $10,000 (provided that all shares of Common Stock in respect of all prior Fixed Purchases and VWAP Purchases shall have been delivered subject to the Investor via Deposit/Withdrawal at Custodian (“DWAC”))satisfaction of the conditions contained in this Agreement. If the Company delivers any Fixed Purchase Notice directing the Investor to purchase a Fixed Purchase Share Amount in excess of the applicable Fixed Purchase Maximum Amount (calculated as of the applicable Fixed Purchase Date), such Fixed Purchase Notice shall be void ab initio to the extent of the amount by which the Fixed Purchase Share Amount set forth in such Fixed Purchase Notice exceeds such applicable Fixed Purchase Maximum Amount, and the Investor shall have no obligation to purchase such excess Shares in respect of such Fixed Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable Fixed Purchase Maximum Amount in such Fixed Purchase. The Company may deliver a Fixed Purchase Notice, in the Form attached hereto as Annex 2.1, Notice to the Investor as often as every Trading Day, so long as (i) the Closing Sale Price of the Common Stock on such Trading Day is not less than $0.05 the Threshold Price and (ii) all Shares subject to all prior Fixed Purchase Notices, VWAP Purchase Notices and Additional VWAP Purchase Notices (as applicable) have theretofore been received by the Investor as DWAC Shares. Since delivery of a Notwithstanding the foregoing, the Company shall not deliver any Fixed Purchase Notice is made by the Company after market close on the applicable Fixed Purchase Date, the Fixed Purchase Price is determined and fixed at the time the Company delivers the Fixed Purchase Notices to the InvestorInvestor during the PEA Period.

Fixed Purchases. Upon the initial satisfaction of all of the conditions set forth in set forth in Section 6.2, 7.2 (the “Commencement” and the date of initial satisfaction of all of such conditions, the “Commencement Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 6.3, 7.3 and on any business day selected by the Company where the Closing Sale Price on the applicable national market, or quotation service, is equal to or greater than $0.05in this Section 3.1, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Fixed Purchase Notice, to purchase a Fixed Purchase Share Amount, not to exceed the applicable Fixed Purchase Maximum Amount (calculated as of the applicable Fixed Purchase Date), at the applicable Fixed Purchase Price therefor on the applicable Fixed Purchase Date in accordance with this Agreement (each such purchase a “Fixed Purchase”); provided, however, that the Investor’s committed obligation under any single . The Investor is obligated to accept each Fixed Purchase shall not exceed Notice prepared and delivered by the lower Company in accordance with the terms of 100,000 shares of Common Stock or $10,000 (provided that all shares of Common Stock in respect of all prior Fixed Purchases and VWAP Purchases shall have been delivered subject to the Investor via Deposit/Withdrawal at Custodian (“DWAC”))satisfaction of the conditions contained in this Agreement. If the Company delivers any Fixed Purchase Notice directing the Investor to purchase a Fixed Purchase Share Amount in excess of the applicable Fixed Purchase Maximum Amount (calculated as of the applicable Fixed Purchase Date), such Fixed Purchase Notice shall be void ab initio to the extent of the amount by which the Fixed Purchase Share Amount set forth in such Fixed Purchase Notice exceeds such applicable Fixed Purchase Maximum Amount, and the Investor shall have no obligation to purchase such excess Shares in respect of such Fixed Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable Fixed Purchase Maximum Amount in such Fixed Purchase. The Company may deliver a Fixed Purchase Notice, in the Form attached hereto as Annex 2.1, Notice to the Investor as often as every on a Trading Day, so long as (i) the daily VWAP for the Common Stock for such Trading Day is not the lowest daily VWAP for the Common Stock during the ten (10) consecutive Trading-Day period ending on (and including) such Trading Day (each such ten (10) consecutive Trading-Day period, a “Fixed Purchase Valuation Period”) (appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction that occurs during such Fixed Purchase Valuation Period), (ii) the Closing Sale Price of the Common Stock on such Trading Day is not less greater than $0.05 each of (A) the Fixed Purchase Threshold Price and (iiB) the arithmetic average of the ten (10) daily VWAPs for the Common Stock during such Fixed Purchase Valuation Period (in each case, appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction that occurs during such Fixed Purchase Valuation Period), (iii) at least three (3) Trading Days has elapsed since the later of (A) the Trading Day on which the most recent prior Fixed Purchase Notice was delivered by the Company to the Investor and (B) the Trading Day on which most recent prior VWAP Purchase Notice was delivered by the Company to the Investor, in each case pursuant to and in accordance with this Agreement, and (iv) all Shares subject to all prior Fixed Purchase Notices and VWAP Purchase Notices (as applicable) delivered by the Company to the Investor pursuant to this Agreement have theretofore been received by the Investor as DWAC Shares. Since delivery For the avoidance of doubt, the Company may not deliver a Fixed Purchase Notice is made by and a VWAP Purchase Notice on the same Trading Day. Notwithstanding the foregoing, the Company after market close on the applicable shall not deliver any Fixed Purchase Date, the Fixed Purchase Price is determined and fixed at the time the Company delivers the Fixed Purchase Notices to the InvestorInvestor during the PEA Period.

Fixed Purchases. Upon Notwithstanding the initial satisfaction of all of foregoing, from and after the conditions set forth in set forth Execution Date, separate from the Company’s purchase rights regarding Purchase Notice Shares as described in Section 6.23.1 above, (the “Commencement” and the date of initial satisfaction of all of such conditions, the “Commencement Date”) and from time to time thereafter, subject to the satisfaction of all of Fixed Purchase Notice Limit and subject to the conditions set forth of Sections 7.2 and 7.3 of this Agreement, solely in Section 6.3, and on any business day selected by the Company where event that the Closing Company’s Opening Sale Price on the applicable national market, or quotation service, Fixed Purchase Date is equal to or greater than $0.059.00 per share, then the Company shall also have the right, but not the obligation, to direct request the Investor, Investor (by its timely delivery to the Investor before 9:30am New York Time of a Fixed Purchase Notice, ) to purchase a Fixed the applicable Purchase Share AmountNotice Shares, not to exceed the applicable Fixed Purchase Maximum Amount (calculated as of the applicable Fixed Purchase Date)Notice Limit, at the applicable Fixed Purchase Price therefor on (and for purposes of this Section 3.5, and the applicable definition of “Shares” under Annex I, such shares of Common Stock to be purchased pursuant to a Fixed Purchase Date in accordance with this Agreement (Notice shall also be referred to as “Purchase Notice Shares”, and each such purchase purchase, a “Fixed Purchase”); provided. One (1) Trading Day following the Fixed Purchase Date, howeverthe Company will deliver the applicable Purchase Notices Shares via DWAC to the Investor, that with receipt from the Investor’s committed obligation under any single designated brokerage account prior to 4:00PM New York City time (the “Fixed Delivery Date”). Notwithstanding Section 3.2, the Investor’s wire for a Fixed Purchase shall not exceed occur two (2) Trading Days following the lower of 100,000 shares of Common Stock or $10,000 Fixed Delivery Date (provided that all shares of Common Stock in respect of all prior the “Fixed Purchases and VWAP Purchases shall have been delivered to the Investor via Deposit/Withdrawal at Custodian (“DWACPurchase Settlement Date”)). If the The Company delivers shall not provide any additional Purchase Notice or Fixed Purchase Notice directing Notice, unless waived by Investor, pursuant to Section 3.1 or Section 3.5, for at least one (1) Trading Day following the Investor to purchase a Fixed Purchase Share Amount in excess Settlement Date. Receipt of the Purchase Notice Shares for the applicable Fixed Purchase Maximum Amount (calculated as of the applicable Fixed Purchase Date), such Fixed Purchase Notice shall be void ab initio to the extent of the amount by which the Fixed Purchase Share Amount set forth in such Fixed Purchase Notice exceeds such applicable Fixed Purchase Maximum Amount, and the Investor shall have no obligation to purchase such excess Shares in respect of such Fixed Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable Fixed Purchase Maximum Amount in such Fixed Purchase. The Company may deliver a Fixed Purchase Notice, in the Form attached hereto as Annex 2.1, to the Investor as often as every Trading Day, so long as (i) the Closing Sale Price of the Common Stock on such Trading Day is not less than $0.05 and (ii) all Shares subject to all prior Fixed Purchase Notices and VWAP Purchase Notices (as applicable) have theretofore been received by the Investor as DWAC SharesShares must occur prior to 4:00 p.m. New York City time on the Fixed Delivery Date (the “Fixed Delivery Cutoff”). Since delivery In the event that any Purchase Notice Shares are not delivered prior to the applicable Fixed Delivery cutoff, the Company shall immediately pay a late fee to the Investor equal to 5% of the amount of Shares listed on the Fixed Purchase Notice multiplied by the Fixed Purchase Price (the “Late Delivery Fee”). The Late Delivery Fee shall be paid by the Company to the Investor daily until the applicable Purchase Notice Shares are delivered. Notwithstanding anything contained herein, the Company may not submit a Purchase Notice or a Fixed Purchase Notice is made if the Purchase Notice Settlement Date or a Fixed Purchase Settlement Date for a previous Purchase Notice or Fixed Purchase Notice has not occurred, unless waived by Investor. A Purchase Notice and a Fixed Purchase Notice may not be delivered at the Company after market close same time, or on the applicable Fixed Purchase Datesame Trading Day, the Fixed Purchase Price is determined and fixed at the time the Company delivers the Fixed Purchase to the unless waived by Investor.

Fixed Purchases. Upon the initial satisfaction of all of the conditions set forth in set forth in Section 6.2, (the “Commencement” and the date of initial satisfaction of all of such conditions, the “Commencement Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 6.3, and on any business day selected by the Company where the Closing Sale Price on the applicable national market, or quotation service, is equal to or greater than $0.050.50, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Fixed Purchase Notice, to purchase a Fixed Purchase Share Amount, not to exceed the applicable Fixed Purchase Maximum Amount (calculated as of the applicable Fixed Purchase Date), at the applicable Fixed Purchase Price therefor on the applicable Fixed Purchase Date in accordance with this Agreement (each such purchase a “Fixed Purchase”); provided, however, that the Investor’s committed obligation under any single Fixed Purchase shall not exceed the lower of 100,000 10,000 shares of Common Stock or $10,000 50,000 (provided that all shares of Common Stock in respect of all prior Fixed Purchases, VWAP Purchases and Additional VWAP Purchases shall have been delivered to the Investor via Deposit/Withdrawal at Custodian (“DWAC”)). If the Company delivers any Fixed Purchase Notice directing the Investor to purchase a Fixed Purchase Share Amount in excess of the applicable Fixed Purchase Maximum Amount (calculated as of the applicable Fixed Purchase Date), such Fixed Purchase Notice shall be void ab initio to the extent of the amount by which the Fixed Purchase Share Amount set forth in such Fixed Purchase Notice exceeds such applicable Fixed Purchase Maximum Amount, and the Investor shall have no obligation to purchase such excess Shares in respect of such Fixed Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable Fixed Purchase Maximum Amount in such Fixed Purchase. The Company may deliver a Fixed Purchase Notice, in the Form attached hereto as Annex 2.1, to the Investor as often as every Trading Day, so long as (i) the Closing Sale Price of the Common Stock on such Trading Day is not less than $0.05 0.50 and (ii) all Shares subject to all prior Fixed Purchase Notices, VWAP Purchase Notices and Additional VWAP Purchase Notices (as applicable) have theretofore been received by the Investor as DWAC Shares. Since delivery of a Fixed Purchase Notice is made by the Company after market close on the applicable Fixed Purchase Date, the Fixed Purchase Price is determined and fixed at the time the Company delivers the Fixed Purchase to the Investor.

Fixed Purchases. Upon the initial satisfaction of all of the conditions set forth in set forth in Section 6.2, (the “Commencement” and the date of initial satisfaction of all of such conditions, the “Commencement Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 6.3, and on any business day selected by the Company where the Closing Sale Price on the applicable national market, or quotation service, is equal to or greater than $0.050.20, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Fixed Purchase Notice, to purchase a Fixed Purchase Share Amount, not to exceed the applicable Fixed Purchase Maximum Amount (calculated as of the applicable Fixed Purchase Date), at the applicable Fixed Purchase Price therefor on the applicable Fixed Purchase Date in accordance with this Agreement (each such purchase a “Fixed Purchase”); provided, however, that the Investor’s committed obligation under any single Fixed Purchase shall not exceed the lower of 100,000 shares of Common Stock or $10,000 50,000 (provided that all shares of Common Stock in respect of all prior Fixed Purchases, VWAP Purchases and Additional VWAP Purchases shall have been delivered to the Investor via Deposit/Withdrawal at Custodian (“DWAC”)). If the Company delivers any Fixed Purchase Notice directing the Investor to purchase a Fixed Purchase Share Amount in excess of the applicable Fixed Purchase Maximum Amount (calculated as of the applicable Fixed Purchase Date), such Fixed Purchase Notice shall be void ab initio to the extent of the amount by which the Fixed Purchase Share Amount set forth in such Fixed Purchase Notice exceeds such applicable Fixed Purchase Maximum Amount, and the Investor shall have no obligation to purchase such excess Shares in respect of such Fixed Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable Fixed Purchase Maximum Amount in such Fixed Purchase. The Company may deliver a Fixed Purchase Notice, in the Form attached hereto as Annex 2.1, to the Investor as often as every Trading Day, so long as (i) the Closing Sale Price of the Common Stock on such Trading Day is not less than $0.05 0.20 and (ii) all Shares subject to all prior Fixed Purchase Notices, VWAP Purchase Notices and Additional VWAP Purchase Notices (as applicable) have theretofore been received by the Investor as DWAC Shares. Since delivery of a Fixed Purchase Notice is made by the Company after market close on the applicable Fixed Purchase Date, the Fixed Purchase Price is determined and fixed at the time the Company delivers the Fixed Purchase to the Investor.

Fixed Purchases. Upon the initial satisfaction of all of the conditions set forth in set forth in Section 6.2, (the “Commencement” and the date of initial satisfaction of all of such conditions, the “Commencement Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 6.3, and on any business day selected by the Company where the Closing Sale Price on the applicable national market, or quotation service, is equal to or greater than $0.051.00, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Fixed Purchase Notice, to purchase a Fixed Purchase Share Amount, not to exceed the applicable Fixed Purchase Maximum Amount (calculated as of the applicable Fixed Purchase Date), at the applicable Fixed Purchase Price therefor on the applicable Fixed Purchase Date in accordance with this Agreement (each such purchase a “Fixed Purchase”); provided, however, that the Investor’s committed obligation under any single Fixed Purchase shall not exceed the lower of 100,000 10,000 shares of Common Stock or $10,000 25,000 (provided that all shares of Common Stock in respect of all prior Fixed Purchases, VWAP Purchases and Additional VWAP Purchases shall have been delivered to the Investor via Deposit/Withdrawal at Custodian (“DWAC”)). If the Company delivers any Fixed Purchase Notice directing the Investor to purchase a Fixed Purchase Share Amount in excess of the applicable Fixed Purchase Maximum Amount (calculated as of the applicable Fixed Purchase Date), such Fixed Purchase Notice shall be void ab initio to the extent of the amount by which the Fixed Purchase Share Amount set forth in such Fixed Purchase Notice exceeds such applicable Fixed Purchase Maximum Amount, and the Investor shall have no obligation to purchase such excess Shares in respect of such Fixed Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable Fixed Purchase Maximum Amount in such Fixed Purchase. The Company may deliver a Fixed Purchase Notice, in the Form attached hereto as Annex 2.1, to the Investor as often as every Trading Day, so long as (i) the Closing Sale Price of the Common Stock on such Trading Day is not less than $0.05 1.00 and (ii) all Shares subject to all prior Fixed Purchase Notices, VWAP Purchase Notices and Additional VWAP Purchase Notices (as applicable) have theretofore been received by the Investor as DWAC Shares. Since delivery of a Fixed Purchase Notice is made by the Company after market close on the applicable Fixed Purchase Date, the Fixed Purchase Price is determined and fixed at the time the Company delivers the Fixed Purchase to the Investor.

Fixed Purchases. Upon the initial satisfaction of all of the conditions set forth in set forth in Section 6.2, including an effective Registration Statement filed pursuant to the Registration Rights Agreement, (the “Commencement” and the date of initial satisfaction of all of such conditions, the “Commencement Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 6.3, and on any business day selected by the Company where the Closing Sale Price on the applicable national market, or quotation service, is equal to or greater than $0.050.10, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Fixed Purchase Notice, to purchase a Fixed Purchase Share Amount, not to exceed the applicable Fixed Purchase Maximum Amount (calculated as of the applicable Fixed Purchase Date), at the applicable Fixed Purchase Price therefor on the applicable Fixed Purchase Date in accordance with this Agreement (each such purchase a “Fixed Purchase”); provided, however, that the Investor’s committed obligation under any single Fixed Purchase shall not exceed the lower of 100,000 shares of Common Stock or (i) $10,000 50,000 (provided that all shares of Common Stock in respect of all prior Fixed Purchases, VWAP Purchases and Additional VWAP Purchases shall have been delivered to the Investor via Deposit/Withdrawal at Custodian DWAC), or (“DWAC”))ii) 100,000 shares of Common Stock. The Investor is obligated to accept each Fixed Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any Fixed Purchase Notice directing the Investor to purchase a Fixed Purchase Share Amount in excess of the applicable Fixed Purchase Maximum Amount (calculated as of the applicable Fixed Purchase Date), such Fixed Purchase Notice shall be void ab initio to the extent of the amount by which the Fixed Purchase Share Amount set forth in such Fixed Purchase Notice exceeds such applicable Fixed Purchase Maximum Amount, and the Investor shall have no obligation to purchase such excess Shares in respect of such Fixed Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable Fixed Purchase Maximum Amount in such Fixed Purchase. The Company may deliver a Fixed Purchase Notice, in the Form attached hereto as Annex 2.1, Notice to the Investor as often as every Trading Day, so long as (i) the Closing Sale Price of the Common Stock on such Trading Day is not less than $0.05 0.10 and (ii) all Shares subject to all prior Fixed Purchase Notices, VWAP Purchase Notices and Additional VWAP Purchase Notices (as applicable) have theretofore been received by the Investor as DWAC Shares. Since delivery of a Fixed Purchase Notice is made by the Company after market close on the applicable Fixed Purchase Date, the Fixed Purchase Price is determined and fixed at the time the Company delivers the Fixed Purchase to the Investor.

Fixed Purchases. Upon the initial satisfaction of all of the conditions set forth in set forth in Section 6.2, 6.1 (the “Commencement” and the date of initial satisfaction of all of such conditions, the “Commencement Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section Sections 6.2 and 6.3, and on any business day selected by the Company where the Closing Sale Price on the applicable national market, or quotation service, is equal to or greater than $0.05, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Fixed Purchase NoticeNotice in the form attached hereto as Exhibit A, to purchase a Fixed Purchase Share Amount, not to exceed the applicable Fixed Purchase Maximum Amount (calculated as of the applicable Fixed Purchase Notice Date), at the applicable Fixed Purchase Price therefor on the applicable Fixed Purchase Settlement Date in accordance with this Agreement (each such purchase a “Fixed Purchase”); provided, however, that the Investor’s committed obligation under any single . The Investor is obligated to accept each Fixed Purchase shall not exceed Notice prepared and delivered by the lower Company in accordance with the terms of 100,000 shares of Common Stock or $10,000 (provided that all shares of Common Stock in respect of all prior Fixed Purchases and VWAP Purchases shall have been delivered subject to the Investor via Deposit/Withdrawal at Custodian (“DWAC”))satisfaction of the conditions contained in this Agreement. If the Company delivers any Fixed Purchase Notice directing the Investor to purchase a Fixed Purchase Share Amount in excess of the applicable Fixed Purchase Maximum Amount (calculated as of the applicable Fixed Purchase Notice Date), such Fixed Purchase Notice shall be void ab initio to the extent of the amount by which the Fixed Purchase Share Amount set forth in such Fixed Purchase Notice exceeds such applicable Fixed Purchase Maximum Amount, and the Investor shall have no obligation to purchase such excess Shares in respect of such Fixed Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable Fixed Purchase Maximum Amount in such Fixed Purchase. The Company may deliver a Fixed Purchase Notice, in the Form attached hereto as Annex 2.1, Notice to the Investor as often as every on a Trading Day, so long as (i) the VWAP of the Common Stock on such Trading Day is not the lowest VWAP during the ten (10) consecutive Trading Day-period ending on (and including) such Trading Day (such ten (10) consecutive Trading Day period, the “Valuation Period”), (ii) the Closing Sale Price of the Common Stock on such Trading Day exceeds the arithmetic average of the daily VWAPs of the Common Stock during the applicable Valuation Period, (iii) the lowest Sale Price of the Common Stock during the applicable Valuation Period exceeds $0.15, (iv) such Fixed Purchase Notice is not less delivered no earlier than $0.05 the second (2nd) Trading Day since the later of (A) the most recent prior Fixed Purchase Settlement Date and (iiB) the most recent prior Forward Purchase Settlement Date, and (v) all Shares subject to all prior Fixed Purchase Notices Purchases and VWAP Purchase Notices (as applicable) all prior Forward Purchases theretofore required to have theretofore been received by the Investor as DWAC Shares. Since delivery of a Fixed Purchase Notice is made by the Company after market close on the applicable Fixed Purchase Date, the Fixed Purchase Price is determined and fixed at the time the Company delivers the Fixed Purchase Shares under this Agreement have been delivered to the InvestorInvestor as DWAC Shares in accordance with this Agreement.

Fixed Purchases. Upon the initial satisfaction of all of the conditions set forth in set forth in Section 6.2, 7.2 (the “Commencement” and the date of initial satisfaction of all of such conditions, the “Commencement Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 6.3, and on any business day selected by the Company where the Closing Sale Price on the applicable national market, or quotation service, is equal to or greater than $0.057.3, the Company shall have the right, but not the obligationobligation (other than as set forth below), to direct the Investor, by its delivery to the Investor of a Fixed Purchase Notice, to purchase a Fixed Purchase Share Amount, not to exceed the applicable Fixed Purchase Maximum Amount (calculated as of the applicable Fixed Purchase Date), at the applicable Fixed Purchase Price therefor on the applicable Fixed Purchase Date in accordance with this Agreement (each such purchase a “Fixed Purchase”); provided, however, that the Investor’s committed obligation under any single Fixed Purchase shall not exceed $500,000 (such maximum amount, the lower “Fixed Purchase Maximum Amount”). The Investor is obligated to accept each Fixed Purchase Notice prepared and delivered by the Company in accordance with the terms of 100,000 shares of Common Stock or $10,000 (provided that all shares of Common Stock in respect of all prior Fixed Purchases and VWAP Purchases shall have been delivered subject to the Investor via Deposit/Withdrawal at Custodian (“DWAC”))satisfaction of the conditions contained in this Agreement. If the Company delivers any Fixed Purchase Notice directing the Investor to purchase a Fixed Purchase Share Amount for an aggregate Fixed Purchase Price in excess of the applicable Fixed Purchase Maximum Amount (calculated as of the applicable Fixed Purchase Date), such Fixed Purchase Notice shall be void ab initio to the extent of the amount by which the Fixed Purchase Share Amount set forth in such Fixed Purchase Notice exceeds such applicable Fixed Purchase Maximum Amount, and the Investor shall have no obligation to purchase such excess Shares in respect of such Fixed Purchase Noticeamount; provided, however, that the Investor shall remain obligated to purchase such portion of such Fixed Purchase Shares Amount such that the applicable aggregate Fixed Purchase Price would equal (or most closely approximate without exceeding) the Fixed Purchase Maximum Amount in such Fixed PurchaseAmount. The Company may deliver a Fixed Purchase Notice, in the Form attached hereto as Annex 2.1, Notice to the Investor as often as every on a Trading Day, so long as (i) the Closing Sale applicable Fixed Purchase Price of the Common Stock on such Trading Day is not less than $0.05 the Fixed Purchase Threshold Price, (ii) at least two (2) Trading Days has elapsed since the most recent prior Fixed Purchase Notice was delivered to the Investor, and (iiiii) all Shares subject to all prior Fixed Purchase Notices and VWAP Purchase Notices (as applicable) Purchases theretofore required to have theretofore been received by the Investor as DWAC SharesShares under this Agreement have been delivered to the Investor as DWAC Shares in accordance with this Agreement. Since delivery of a Notwithstanding the foregoing, the Company shall not deliver any Fixed Purchase Notice is made by the Company after market close on the applicable Fixed Purchase Date, the Fixed Purchase Price is determined and fixed at the time the Company delivers the Fixed Purchase Notices to the InvestorInvestor during the PEA Period.

Fixed Purchases. Upon the initial satisfaction of all of the conditions set forth in set forth in Section 6.2, 7.2 (the “Commencement” and the date of initial satisfaction of all of such conditions, the “Commencement Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 6.3, and on any business day selected by the Company where the Closing Sale Price on the applicable national market, or quotation service, is equal to or greater than $0.057.3, the Company shall have the right, but not the obligationobligation (other than as set forth below), to direct the Investor, by its delivery to the Investor of a Fixed Purchase Notice, to purchase a Fixed Purchase Share Amount, not to exceed the applicable Fixed Purchase Maximum Amount (calculated as of the applicable Fixed Purchase Date), at the applicable Fixed Purchase Price therefor on the applicable Fixed Purchase Date in accordance with this Agreement (each such purchase a “Fixed Purchase”); provided, however, that (i) the Investor’s committed obligation under any single Fixed Purchase shall not exceed the lower Fixed Purchase Maximum Amount, and (ii) the Investor’s committed obligation under any single Fixed Purchase shall not be less than $25,000 (such minimum amount, the “Fixed Purchase Minimum Amount”). The Investor is obligated to accept each Fixed Purchase Notice prepared and delivered by the Company in accordance with the terms of 100,000 shares of Common Stock or $10,000 (provided that all shares of Common Stock in respect of all prior Fixed Purchases and VWAP Purchases shall have been delivered subject to the Investor via Deposit/Withdrawal at Custodian (“DWAC”))satisfaction of the conditions contained in this Agreement. If the Company delivers any Fixed Purchase Notice directing the Investor to purchase a Fixed Purchase Share Amount for (i) an aggregate Fixed Purchase Price in excess of the Fixed Purchase Maximum Amount (calculated as of the applicable Fixed Purchase Maximum Date), or (ii) an aggregate Fixed Purchase Price less than the Fixed Purchase Minimum Amount (calculated as of the applicable Fixed Purchase Date), such Fixed Purchase Notice shall be void ab initio to the extent of the amount by which the Fixed Purchase Share Amount set forth in such Fixed Purchase Notice exceeds such applicable Fixed Purchase Maximum Amount, and the Investor shall have no obligation to purchase such excess Shares in respect of such Fixed Purchase Noticeamount; provided, however, that the Investor shall remain obligated to purchase such portion of such Fixed Purchase Shares Amount such that the applicable aggregate Fixed Purchase Price would equal (or most closely approximate without exceeding) the Fixed Purchase Maximum Amount in Amount. The Investor will not be obligated to purchase any such Fixed PurchasePurchase Shares Amount that is less than the Fixed Purchase Minimum Amount. The Company may deliver a Fixed Purchase Notice, in the Form attached hereto as Annex 2.1, Notice to the Investor as often as every on a Trading Day, so long as (i) the Closing Sale applicable Fixed Purchase Price of the Common Stock on such Trading Day is not less than $0.05 the Fixed Purchase Threshold Price, (ii) at least two (2) Trading Days has elapsed since the most recent prior Fixed Purchase Notice was delivered to the Investor, and (iiiii) all Shares subject to all prior Fixed Purchase Notices and VWAP Purchase Notices (as applicable) Purchases theretofore required to have theretofore been received by the Investor as DWAC SharesShares under this Agreement have been delivered to the Investor as DWAC Shares in accordance with this Agreement. Since delivery of a Notwithstanding the foregoing, the Company shall not deliver any Fixed Purchase Notice is made by the Company after market close on the applicable Fixed Purchase Date, the Fixed Purchase Price is determined and fixed at the time the Company delivers the Fixed Purchase Notices to the InvestorInvestor during the PEA Period.

Fixed Purchases. Upon the initial satisfaction of all of the conditions set forth in set forth in Section 6.2, 7.2 (the “Commencement” and the date of initial satisfaction of all of such conditions, the “Commencement Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 6.3, and on any business day selected by the Company where the Closing Sale Price on the applicable national market, or quotation service, is equal to or greater than $0.057.3, the Company shall have the right, but not the obligationobligation (other than as set forth below), to direct the Investor, by its delivery to the Investor of a Fixed Purchase Notice, to purchase a Fixed Purchase Share Amount, not to exceed the applicable Fixed Purchase Maximum Amount (calculated as of the applicable Fixed Purchase Date), at the applicable Fixed Purchase Price therefor on the applicable Fixed Purchase Date in accordance with this Agreement (each such purchase a “Fixed Purchase”); provided, however, that (i) the Investor’s committed obligation under any single Fixed Purchase shall not (A) exceed the lower Fixed Purchase Maximum Amount. The Investor is obligated to accept each Fixed Purchase Notice prepared and delivered by the Company in accordance with the terms of 100,000 shares of Common Stock or $10,000 (provided that all shares of Common Stock in respect of all prior Fixed Purchases and VWAP Purchases shall have been delivered subject to the Investor via Deposit/Withdrawal at Custodian (“DWAC”))satisfaction of the conditions contained in this Agreement. If the Company delivers any Fixed Purchase Notice directing the Investor to purchase a Fixed Purchase Share Amount for an aggregate Fixed Purchase Price in excess of the applicable Fixed Purchase Maximum Amount (calculated as of the applicable Fixed Purchase Date), Date such Fixed Purchase Notice shall be void ab initio to the extent of the amount by which the Fixed Purchase Share Amount set forth in such Fixed Purchase Notice exceeds such applicable Fixed Purchase Maximum Amount, and the Investor shall have no obligation to purchase such excess Shares in respect of such Fixed Purchase Noticeamount; provided, however, that the Investor shall remain obligated to purchase such portion of such Fixed Purchase Shares Amount such that the applicable aggregate Fixed Purchase Price would equal (or most closely approximate without exceeding) the Fixed Purchase Maximum Amount in such Fixed PurchaseAmount. The Company may deliver a Fixed Purchase Notice, in the Form attached hereto as Annex 2.1, Notice to the Investor as often as every on a Trading Day, so long as (i) the Closing Sale applicable Fixed Purchase Price of the Common Stock on such Trading Day is not less than $0.05 the Fixed Purchase Threshold Price, (ii) at least two (2) Trading Days has elapsed since the most recent prior Fixed Purchase Notice was delivered to the Investor, and (iiiii) all Shares subject to all prior Fixed Purchase Notices and VWAP Purchase Notices (as applicable) Purchases theretofore required to have theretofore been received by the Investor as DWAC SharesShares under this Agreement have been delivered to the Investor as DWAC Shares in accordance with this Agreement. Since delivery of a Notwithstanding the foregoing, the Company shall not deliver any Fixed Purchase Notice is made by the Company after market close on the applicable Fixed Purchase Date, the Fixed Purchase Price is determined and fixed at the time the Company delivers the Fixed Purchase Notices to the InvestorInvestor during the PEA Period.

Fixed Purchases. Upon the initial satisfaction of all of the conditions set forth in set forth in Section 6.2, 7.2 (the “Commencement” and the date of initial satisfaction of all of such conditions, the “Commencement Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 6.3, and on any business day selected by the Company where the Closing Sale Price on the applicable national market, or quotation service, is equal to or greater than $0.057.3, the Company shall have the right, but not the obligationobligation (other than as set forth below), to direct the Investor, by its delivery to the Investor of a Fixed Purchase Notice, to purchase a Fixed Purchase Share Amount, not to exceed the applicable Fixed Purchase Maximum Amount (calculated as of the applicable Fixed Purchase Date), at the applicable Fixed Purchase Price therefor on the applicable Fixed Purchase Date in accordance with this Agreement (each such purchase a “Fixed Purchase”); provided, however, that (i) the Investor’s committed obligation under any single Fixed Purchase shall not (A) exceed the lower Fixed Purchase Maximum Amount, or (B) be less than $20,000 (such minimum amount, the “Fixed Purchase Minimum Amount”). The Investor is obligated to accept each Fixed Purchase Notice prepared and delivered by the Company in accordance with the terms of 100,000 shares of Common Stock or $10,000 (provided that all shares of Common Stock in respect of all prior Fixed Purchases and VWAP Purchases shall have been delivered subject to the Investor via Deposit/Withdrawal at Custodian (“DWAC”))satisfaction of the conditions contained in this Agreement, unless such Fixed Purchase Shares Amount is less than the Fixed Purchase Minimum Amount. If the Company delivers any Fixed Purchase Notice directing the Investor to purchase a Fixed Purchase Share Amount for an aggregate Fixed Purchase Price in excess of the applicable Fixed Purchase Maximum Amount (calculated as of the applicable Fixed Purchase Date), Date such Fixed Purchase Notice shall be void ab initio to the extent of the amount by which the Fixed Purchase Share Amount set forth in such Fixed Purchase Notice exceeds such applicable Fixed Purchase Maximum Amount, and the Investor shall have no obligation to purchase such excess Shares in respect of such Fixed Purchase Noticeamount; provided, however, that the Investor shall remain obligated to purchase such portion of such Fixed Purchase Shares Amount such that the applicable aggregate Fixed Purchase Price would equal (or most closely approximate without exceeding) the Fixed Purchase Maximum Amount in such Fixed PurchaseAmount. The Company may deliver a Fixed Purchase Notice, in the Form attached hereto as Annex 2.1, Notice to the Investor as often as every on a Trading Day, so long as (i) the Closing Sale applicable Fixed Purchase Price of the Common Stock on such Trading Day is not less than $0.05 the Fixed Purchase Threshold Price, (ii) at least two (2) Trading Days has elapsed since the most recent prior Fixed Purchase Notice was delivered to the Investor, and (iiiii) all Shares subject to all prior Fixed Purchase Notices and VWAP Purchase Notices (as applicable) Purchases theretofore required to have theretofore been received by the Investor as DWAC SharesShares under this Agreement have been delivered to the Investor as DWAC Shares in accordance with this Agreement. Since delivery of a Notwithstanding the foregoing, the Company shall not deliver any Fixed Purchase Notice is made by the Company after market close on the applicable Fixed Purchase Date, the Fixed Purchase Price is determined and fixed at the time the Company delivers the Fixed Purchase Notices to the InvestorInvestor during the PEA Period.

Fixed Purchases. Upon the initial satisfaction or waiver of all of the conditions set forth in set forth in Section 6.2, (the “Commencement” and the date of initial satisfaction of all of such conditions, the “Commencement Date”) and from time to time thereafter, subject to the satisfaction or waiver of all of the conditions set forth in Section 6.3, and on any business day selected by the Company where the Closing Sale Price on the applicable national market, or quotation service, is equal to or greater than $0.055.00, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Fixed Purchase Notice, to purchase a Fixed Purchase Share Amount, not to exceed the applicable Fixed Purchase Maximum Amount (calculated as of the applicable Fixed Purchase Date), at the applicable Fixed Purchase Price therefor on the applicable Fixed Purchase Date in accordance with this Agreement (each such purchase a “Fixed Purchase”); provided, however, that the Investor’s committed obligation under any single Fixed Purchase shall not exceed the lower of 100,000 25,000 shares of Common Stock or $10,000 250,000 (provided that all shares of Common Stock in respect of all prior Fixed Purchases, VWAP Purchases and Additional VWAP Purchases shall have been delivered to the Investor via Deposit/Withdrawal at Custodian (“DWAC”)). If the Company delivers any Fixed Purchase Notice directing the Investor to purchase a Fixed Purchase Share Amount in excess of the applicable Fixed Purchase Maximum Amount (calculated as of the applicable Fixed Purchase Date), such Fixed Purchase Notice shall be void ab initio to the extent of the amount by which the Fixed Purchase Share Amount set forth in such Fixed Purchase Notice exceeds such applicable Fixed Purchase Maximum Amount, and the Investor shall have no obligation to purchase such excess Shares in respect of such Fixed Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable Fixed Purchase Maximum Amount in such Fixed Purchase. The Company may deliver a Fixed Purchase Notice, in the Form attached hereto as Annex 2.1, to the Investor as often as every Trading Day, so long as (i) the Closing Sale Price of the Common Stock on such Trading Day is not less than $0.05 5.00 and (ii) all Shares subject to all prior Fixed Purchase Notices, VWAP Purchase Notices and Additional VWAP Purchase Notices (as applicable) have theretofore been received by the Investor as DWAC Shares. Since delivery of a Fixed Purchase Notice is made by the Company after market close on the applicable Fixed Purchase Date, the Fixed Purchase Price is determined and fixed at the time the Company delivers the Fixed Purchase to the Investor.

Fixed Purchases. Upon the initial satisfaction of all or (to the extent permitted by applicable law) waiver of the conditions set forth in set forth in Section 6.2, (the “Commencement” and the date of initial satisfaction of all of such conditions, the “Commencement Date”) 6.1 and from time to time thereafter, subject to the satisfaction of all or (to the extent permitted by applicable law) waiver of the conditions set forth in Section 6.2 and Section 6.3, and on any business day selected by the Company where the Closing Sale Price on the applicable national market, or quotation service, is equal to or greater than $0.05, the Company shall have the right, but not the obligation, to direct the Investor, by its timely delivery to the Investor of a Fixed Purchase Notice, substantially in the form of Exhibit A, on a Fixed Purchase Date, to purchase a specified Fixed Purchase Share Amount, which shall not to exceed $50,000 (the applicable “Fixed Purchase Maximum Amount (calculated as of the applicable Fixed Purchase DateAmount”), at the applicable Fixed Purchase Price therefor on the applicable such Fixed Purchase Date Date, pursuant to and in accordance with this Agreement (each such purchase purchase, a “Fixed Purchase”); provided, further, that the Company and the Investor may mutually agree to increase the Fixed Purchase Maximum Amount to any Fixed Purchase pursuant to this Agreement. The Company may timely deliver to the Investor a Fixed Purchase Notice for a Fixed Purchase on any Trading Day selected by the Company as the Fixed Purchase Date for such Fixed Purchase, provided that: (i) the Company may not deliver to the Investor more than one Fixed Purchase Notice on any single Trading Day; (ii) the Company may not deliver to the Investor a Fixed Purchase Notice (A) during the consecutive Trading Day period beginning on (and including) any Fixed Purchase Share Delivery Date for any Fixed Purchase pursuant to this Agreement, and ending on and including the second (2nd) Trading Day after the later of (1) the Fixed Purchase Settlement Date for such Fixed Purchase and (2) such later Trading Day after such Fixed Purchase Settlement Date on which such Fixed Purchase is fully settled in accordance with this Agreement, (B) during the consecutive Trading Day period beginning on (and including) any VWAP Purchase Date for any VWAP Purchase pursuant to this Agreement, and ending on (and including) the first (1st) Trading Day after the later of (1) the VWAP Purchase Settlement Date for such VWAP Purchase and (2) such later Trading Day after such VWAP Purchase Settlement Date on which such VWAP Purchase is fully settled in accordance with this Agreement, (C) during the consecutive Trading Day period beginning on (and including) the Additional VWAP Purchase Date for any Additional VWAP Purchase pursuant to this Agreement, and ending on (and including) the first (1st) Trading Day after the later of (1) the Additional VWAP Purchase Settlement Date for such Additional VWAP Purchase and (2) such later Trading Day after such Additional VWAP Purchase Settlement Date on which such Additional VWAP Purchase is fully settled in accordance with this Agreement, or (D) during the MPA Period; (iii) all Shares subject to all prior Fixed Purchases, all prior VWAP Purchases and all prior Additional VWAP Purchases (as applicable) effected by the Company pursuant to this Agreement have been received by the Investor as DWAC Shares in accordance with this Agreement prior to the Company’s delivery to the Investor of such Fixed Purchase Notice for such Fixed Purchase on such Fixed Purchase Date; and (iv) the Closing Sale Price of the Common Stock on such Fixed Purchase Date is not less than the Threshold Price; provided, however, that the Investor’s committed obligation under Investor may waive any single of the requirements or restrictions referred to in clauses (ii) and (iii) of this sentence with respect to any Fixed Purchase shall not exceed pursuant to this Agreement prior to the lower of 100,000 shares of Common Stock or $10,000 (provided that all shares of Common Stock in respect of all prior Fixed Purchases and VWAP Purchases shall have been delivered delivery by the Company to the Investor via Deposit/Withdrawal at Custodian (“DWAC”))of the applicable Fixed Purchase Notice therefor. The Investor is obligated to accept each Fixed Purchase Notice properly prepared and timely delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any Fixed Purchase Notice directing the Investor to purchase a Fixed Purchase Share Amount in excess of the applicable Fixed Purchase Maximum Amount (calculated as of that the applicable Company is then permitted to include in such Fixed Purchase Date)Notice, such Fixed Purchase Notice shall be void ab initio to the extent of the amount by which the Fixed Purchase Share Amount set forth in such Fixed Purchase Notice exceeds such applicable Fixed Purchase Maximum Amount, and the Investor shall have no obligation to purchase purchase, and shall not purchase, such excess Shares in respect of pursuant to such Fixed Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable Fixed Purchase Maximum Amount in pursuant to such Fixed Purchase Notice for such Fixed Purchase. The Company may deliver a Fixed Purchase Notice, in the Form attached hereto as Annex 2.1, to the Investor as often as every Trading Day, so long as (i) the Closing Sale Price of the Common Stock on such Trading Day is not less than $0.05 and (ii) all Shares subject to all prior Fixed Purchase Notices and VWAP Purchase Notices (as applicable) have theretofore been received by the Investor as DWAC Shares. Since delivery of a Fixed Purchase Notice is made by the Company after market close on the applicable Fixed Purchase Date, the Fixed Purchase Price is determined and fixed at the time the Company delivers the Fixed Purchase to the Investor.

Fixed Purchases. Upon the initial satisfaction of all of the conditions set forth in set forth in Section 6.2, (the “Commencement” and the date of initial satisfaction of all of such conditions, the “Commencement Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 6.3, and on any business day selected by the Company where the Closing Sale Price on the applicable national market, or quotation service, is equal to or greater than $0.051.00, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Fixed Purchase Notice, to purchase a Fixed Purchase Share Amount, not to exceed the applicable Fixed Purchase Maximum Amount (calculated as of the applicable Fixed Purchase Date), at the applicable Fixed Purchase Price therefor on the applicable Fixed Purchase Date in accordance with this Agreement (each such purchase a “Fixed Purchase”); provided, however, that the Investor’s committed obligation under any single Fixed Purchase shall not exceed the lower of 100,000 shares of Common Stock or $10,000 200,000 (provided that all shares of Common Stock in respect of all prior Fixed Purchases, VWAP Purchases and Additional VWAP Purchases shall have been delivered to the Investor via Deposit/Withdrawal at Custodian (“DWAC”)). If the Company delivers any Fixed Purchase Notice directing the Investor to purchase a Fixed Purchase Share Amount in excess of the applicable Fixed Purchase Maximum Amount (calculated as of the applicable Fixed Purchase Date), such Fixed Purchase Notice shall be void ab initio to the extent of the amount by which the Fixed Purchase Share Amount set forth in such Fixed Purchase Notice exceeds such applicable Fixed Purchase Maximum Amount, and the Investor shall have no obligation to purchase such excess Shares in respect of such Fixed Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable Fixed Purchase Maximum Amount in such Fixed Purchase. The Company may deliver a Fixed Purchase Notice, in the Form attached hereto as Annex 2.1, to the Investor as often as every Trading Day, so long as (i) the Closing Sale Price of the Common Stock on such Trading Day is not less than $0.05 1.00 and (ii) all Shares subject to all prior Fixed Purchase Notices, VWAP Purchase Notices and Additional VWAP Purchase Notices (as applicable) have theretofore been received by the Investor as DWAC Shares. Since delivery of a Fixed Purchase Notice is made by the Company after market close on the applicable Fixed Purchase Date, the Fixed Purchase Price is determined and fixed at the time the Company delivers the Fixed Purchase to the Investor.

Fixed Purchases. Upon the initial satisfaction of all of the conditions set forth in set forth in Section 6.2, (the “Commencement” and the date of initial satisfaction of all of such conditions, the “Commencement Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 6.3, and on any business day selected by the Company where the Closing Sale Price on the applicable national market, or quotation service, is equal to or greater than $0.050.25, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Fixed Purchase Notice, to purchase a Fixed Purchase Share Amount, not to exceed the applicable Fixed Purchase Maximum Amount (calculated as of the applicable Fixed Purchase Date), at the applicable Fixed Purchase Price therefor on the applicable Fixed Purchase Date in accordance with this Agreement (each such purchase a “Fixed Purchase”); provided, however, that the Investor’s committed obligation under any single Fixed Purchase shall not exceed the lower of 100,000 shares of Common Stock or $10,000 25,000 (provided that all shares of Common Stock in respect of all prior Fixed Purchases, VWAP Purchases and Additional VWAP Purchases shall have been delivered to the Investor via Deposit/Withdrawal at Custodian (“DWAC”)). If the Company delivers any Fixed Purchase Notice directing the Investor to purchase a Fixed Purchase Share Amount in excess of the applicable Fixed Purchase Maximum Amount (calculated as of the applicable Fixed Purchase Date), such Fixed Purchase Notice shall be void ab initio to the extent of the amount by which the Fixed Purchase Share Amount set forth in such Fixed Purchase Notice exceeds such applicable Fixed Purchase Maximum Amount, and the Investor shall have no obligation to purchase such excess Shares in respect of such Fixed Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable Fixed Purchase Maximum Amount in such Fixed Purchase. The Company may deliver a Fixed Purchase Notice, in the Form attached hereto as Annex 2.1, to the Investor as often as every Trading Day, so long as (i) the Closing Sale Price of the Common Stock on such Trading Day is not less than $0.05 0.25 and (ii) all Shares subject to all prior Fixed Purchase Notices, VWAP Purchase Notices and Additional VWAP Purchase Notices (as applicable) have theretofore been received by the Investor as DWAC Shares. Since delivery Delivery of a any Fixed Purchase Notice is shall be made by the Company after market close on the applicable Fixed Purchase Date, and the Fixed Purchase Price is determined and fixed at the time the Company delivers the Fixed Purchase to the Investor.

Fixed Purchases. Upon the initial satisfaction of all of the conditions set forth in set forth in Section 6.2, (the “Commencement” and the date of initial satisfaction of all of such conditions, the “Commencement Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 6.3, and on any business day selected by the Company where the Closing Sale Price on the applicable national market, or quotation service, is equal to or greater than $0.050.10, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Fixed Purchase Notice, to purchase a Fixed Purchase Share Amount, not to exceed the applicable Fixed Purchase Maximum Amount (calculated as of the applicable Fixed Purchase Date), at the applicable Fixed Purchase Price therefor on the applicable Fixed Purchase Date in accordance with this Agreement (each such purchase a “Fixed Purchase”); provided, however, that the Investor’s committed obligation under any single Fixed Purchase shall not exceed the lower of 100,000 shares of Common Stock or $10,000 50,000 (provided that all shares of Common Stock in respect of all prior Fixed Purchases, VWAP Purchases and Additional VWAP Purchases shall have been delivered to the Investor via Deposit/Withdrawal at Custodian (“DWAC”)). If the Company delivers any Fixed Purchase Notice directing the Investor to purchase a Fixed Purchase Share Amount in excess of the applicable Fixed Purchase Maximum Amount (calculated as of the applicable Fixed Purchase Date), such Fixed Purchase Notice shall be void ab initio to the extent of the amount by which the Fixed Purchase Share Amount set forth in such Fixed Purchase Notice exceeds such applicable Fixed Purchase Maximum Amount, and the Investor shall have no obligation to purchase such excess Shares in respect of such Fixed Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable Fixed Purchase Maximum Amount in such Fixed Purchase. The Company may deliver a Fixed Purchase Notice, in the Form attached hereto as Annex 2.1, to the Investor as often as every Trading Day, so long as (i) the Closing Sale Price of the Common Stock on such Trading Day is not less than $0.05 0.10 and (ii) all Shares subject to all prior Fixed Purchase Notices, VWAP Purchase Notices and Additional VWAP Purchase Notices (as applicable) have theretofore been received by the Investor as DWAC Shares. Since delivery of a Fixed Purchase Notice is made by the Company after market close on the applicable Fixed Purchase Date, the Fixed Purchase Price is determined and fixed at the time the Company delivers the Fixed Purchase to the Investor.

Fixed Purchases. Upon the initial satisfaction of all or (to the extent permitted by applicable law) waiver of the conditions set forth in set forth in Section 6.26.1 (such event, (the “Commencement” and the date of initial satisfaction of all of such conditions, the “Commencement Date”) and from time to time thereafter, subject to the satisfaction of all or (to the extent permitted by applicable law) waiver of the conditions set forth in Section 6.2 and Section 6.3, and on any business day selected by the Company where the Closing Sale Price on the applicable national market, or quotation service, is equal to or greater than $0.05, the Company shall have the right, but not the obligation, to direct the Investor, by its timely delivery to the Investor of a Fixed Purchase Notice, substantially in the form of Exhibit A, on a Fixed Purchase Date, to purchase a specified Fixed Purchase Share Amount, which shall not to exceed the applicable Fixed Purchase Maximum Amount (calculated as of the applicable Fixed Purchase Date)Amount, at the applicable Fixed Purchase Price therefor on the applicable such Fixed Purchase Date Date, pursuant to and in accordance with this Agreement (each such purchase purchase, a “Fixed Purchase”); provided, however, that the Investor’s committed obligation under any single Fixed Purchase shall not exceed $1,000,000; provided, further, however, that the lower Company and the Investor may mutually agree to increase the Fixed Purchase Maximum Amount and/or such dollar limit applicable to any Fixed Purchase pursuant to this Agreement. The Company may timely deliver to the Investor a Fixed Purchase Notice for a Fixed Purchase on any Trading Day selected by the Company as the Fixed Purchase Date for such Fixed Purchase, provided that: (i) the Company may not deliver to the Investor more than one Fixed Purchase Notice on any single Trading Day; (ii) the Company may not deliver to the Investor a Fixed Purchase Notice (A) during the consecutive Trading Day period beginning on (and including) any Fixed Purchase Share Delivery Date for any Fixed Purchase pursuant to this Agreement, and ending on and including the second (2nd) Trading Day after the later of 100,000 shares (1) the Fixed Purchase Settlement Date for such Fixed Purchase and (2) such later Trading Day after such Fixed Purchase Settlement Date on which such Fixed Purchase is fully settled in accordance with this Agreement, (B) during the consecutive Trading Day period beginning on (and including) any VWAP Purchase Date for any VWAP Purchase pursuant to this Agreement, and ending on (and including) the first (1st) Trading Day after the later of Common Stock (1) the VWAP Purchase Settlement Date for such VWAP Purchase and (2) such later Trading Day after such VWAP Purchase Settlement Date on which such VWAP Purchase is fully settled in accordance with this Agreement, (C) during the consecutive Trading Day period beginning on (and including) the Additional VWAP Purchase Date for any Additional VWAP Purchase pursuant to this Agreement, and ending on (and including) the first (1st) Trading Day after the later of (1) the Additional VWAP Purchase Settlement Date for such Additional VWAP Purchase and (2) such later Trading Day after such Additional VWAP Purchase Settlement Date on which such Additional VWAP Purchase is fully settled in accordance with this Agreement, or $10,000 (provided that D) during the MPA Period; (iii) all shares of Common Stock in respect of Shares subject to all prior Fixed Purchases, all prior VWAP Purchases and all prior Additional VWAP Purchases shall (as applicable) effected by the Company pursuant to this Agreement have been delivered received by the Investor as DWAC Shares in accordance with this Agreement prior to the Company’s delivery to the Investor via Deposit/Withdrawal at Custodian of such Fixed Purchase Notice for such Fixed Purchase on such Fixed Purchase Date; and (“DWAC”))iv) the Closing Sale Price of the Common Stock on such Fixed Purchase Date is not less than the Threshold Price; provided, however, that the Investor may waive any of the requirements or restrictions referred to in clauses (ii) and (iii) of this sentence with respect to any Fixed Purchase pursuant to this Agreement prior to the delivery by the Company to the Investor of the applicable Fixed Purchase Notice therefor. The Investor is obligated to accept each Fixed Purchase Notice properly prepared and timely delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any Fixed Purchase Notice directing the Investor to purchase a Fixed Purchase Share Amount in excess of the applicable Fixed Purchase Maximum Amount (calculated as of that the applicable Company is then permitted to include in such Fixed Purchase Date)Notice, such Fixed Purchase Notice shall be void ab initio to the extent of the amount by which the Fixed Purchase Share Amount set forth in such Fixed Purchase Notice exceeds such applicable Fixed Purchase Maximum Amount, and the Investor shall have no obligation to purchase purchase, and shall not purchase, such excess Shares in respect of pursuant to such Fixed Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable Fixed Purchase Maximum Amount in pursuant to such Fixed Purchase Notice for such Fixed Purchase. The Company may deliver a Fixed Purchase Notice, in the Form attached hereto as Annex 2.1, to the Investor as often as every Trading Day, so long as (i) the Closing Sale Price of the Common Stock on such Trading Day is not less than $0.05 and (ii) all Shares subject to all prior Fixed Purchase Notices and VWAP Purchase Notices (as applicable) have theretofore been received by the Investor as DWAC Shares. Since delivery of a Fixed Purchase Notice is made by the Company after market close on the applicable Fixed Purchase Date, the Fixed Purchase Price is determined and fixed at the time the Company delivers the Fixed Purchase to the Investor.

Fixed Purchases. Upon the initial satisfaction of all of the conditions set forth in set forth in Section 6.2, 7.2 (the “Commencement” and the date of initial satisfaction of all of such conditions, the “Commencement Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 6.3, 7.3 and on any business day selected by the Company where the Closing Sale Price on the applicable national market, or quotation service, is equal to or greater than $0.05in this Section 3.1, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Fixed Purchase Notice, to purchase a Fixed Purchase Share Amount, not to exceed the applicable Fixed Purchase Maximum Amount (calculated as of the applicable Fixed Purchase Date), at the applicable Fixed Purchase Price therefor on the applicable Fixed Purchase Date in accordance with this Agreement (each such purchase a “Fixed Purchase”); provided, however, that the Investor’s committed obligation under any single . The Investor is obligated to accept each Fixed Purchase shall not exceed Notice prepared and timely delivered by the lower of 100,000 shares of Common Stock or $10,000 (provided that all shares of Common Stock in respect of all prior Fixed Purchases and VWAP Purchases shall have been delivered Company to the Investor via Deposit/Withdrawal at Custodian (“DWAC”))in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any Fixed Purchase Notice directing the Investor to purchase a Fixed Purchase Share Amount in excess of the applicable Fixed Purchase Maximum Amount (calculated as of the applicable Fixed Purchase Date), such Fixed Purchase Notice shall be void ab initio to the extent of the amount by which the Fixed Purchase Share Amount set forth in such Fixed Purchase Notice exceeds such applicable Fixed Purchase Maximum Amount, and the Investor shall have no obligation to purchase purchase, and shall not purchase, such excess Shares in respect of pursuant to such Fixed Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable Fixed Purchase Maximum Amount in pursuant to such Fixed PurchasePurchase Notice. The Company may deliver a Fixed Purchase Notice, in the Form attached hereto as Annex 2.1, Notice to the Investor as often as every on a Trading Day, so long as (i) the daily VWAP for the Common Stock for such Trading Day is not the lowest daily VWAP for the Common Stock during the ten (10) consecutive Trading-Day period ending on (and including) such Trading Day (each such ten (10) consecutive Trading-Day period, a “Fixed Purchase Valuation Period”) (appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction that occurs during such Fixed Purchase Valuation Period), (ii) the Closing Sale Price of the Common Stock on such Trading Day is not less greater than $0.05 the arithmetic average of the ten (10) daily VWAPs for the Common Stock during such Fixed Purchase Valuation Period (appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction that occurs during such Fixed Purchase Valuation Period), (iii) the lowest Sale Price of the Common Stock during such Fixed Purchase Valuation Period exceeds the Fixed Purchase Threshold Price (appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction that occurs during such Fixed Purchase Valuation Period), (iv) at least three (3) Trading Days has elapsed since the later of (A) the Trading Day on which the most recent prior Fixed Purchase Notice was delivered by the Company to the Investor and (iiB) the Trading Day on which most recent prior VWAP Purchase Notice was delivered by the Company to the Investor, in each case pursuant to and in accordance with this Agreement, and (v) all Shares subject to all prior Fixed Purchase Notices and VWAP Purchase Notices (as applicable) delivered by the Company to the Investor pursuant to this Agreement have theretofore been received by the Investor as DWAC Shares. Since delivery For the avoidance of doubt, the Company may not deliver a Fixed Purchase Notice is made by and a VWAP Purchase Notice on the same Trading Day. Notwithstanding the foregoing, the Company after market close on the applicable shall not deliver any Fixed Purchase Date, the Fixed Purchase Price is determined and fixed at the time the Company delivers the Fixed Purchase Notices to the InvestorInvestor during the PEA Period.

Fixed Purchases. Upon the initial satisfaction of all of the conditions set forth in set forth in Section 6.2, (the “Commencement” and the date of initial satisfaction of all of such conditions, the “Commencement Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 6.3, and on any business day selected by the Company where the Closing Sale Price on the applicable national market, or quotation service, is equal to or greater than $0.050.25, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Fixed Purchase Notice, to purchase a Fixed Purchase Share Amount, not to exceed the applicable Fixed Purchase Maximum Amount (calculated as of the applicable Fixed Purchase Date), at the applicable Fixed Purchase Price therefor on the applicable Fixed Purchase Date in accordance with this Agreement (each such purchase a “Fixed Purchase”); provided, however, that the Investor’s committed obligation under any single Fixed Purchase shall not exceed the lower of 100,000 shares of Common Stock or $10,000 50,000 (provided that all shares of Common Stock Shares in respect of all prior Fixed Purchases, VWAP Purchases and Additional VWAP Purchases shall have been delivered to the Investor via Deposit/Withdrawal at Custodian (“DWAC”)). The Investor is obligated to accept each Fixed Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any Fixed Purchase Notice directing the Investor to purchase a Fixed Purchase Share Amount in excess of the applicable Fixed Purchase Maximum Amount (calculated as of the applicable Fixed Purchase Date), such Fixed Purchase Notice shall be void ab initio to the extent of the amount by which the Fixed Purchase Share Amount set forth in such Fixed Purchase Notice exceeds such applicable Fixed Purchase Maximum Amount, and the Investor shall have no obligation to purchase such excess Shares in respect of such Fixed Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable Fixed Purchase Maximum Amount in such Fixed Purchase. The Company may deliver a Fixed Purchase Notice, in the Form attached hereto as Annex 2.1, to the Investor as often as every Trading Day, so long as (i) the Closing Sale Price of the Common Stock Shares on such Trading Day is not less than $0.05 0.25 and (ii) all Shares subject to all prior Fixed Purchase Notices, VWAP Purchase Notices and Additional VWAP Purchase Notices (as applicable) have theretofore been received by the Investor as DWAC Shares. Since delivery of a Fixed Purchase Notice is made by the Company after market close on the applicable Fixed Purchase Date, the Fixed Purchase Price is determined and fixed at the time the Company delivers the Fixed Purchase Notice to the Investor. At or prior to 5:30 p.m., New York City time, on the Fixed Purchase Date, the Investor shall provide to the Company a written confirmation of such Fixed Purchase setting forth the applicable Fixed Purchase Share Amount and Fixed Purchase Price for such Fixed Purchase (each, a “Fixed Purchase Confirmation”).