Common use of Forced Exercise Provision Clause in Contracts

Forced Exercise Provision. Subject to the provisions of Section 2(e) and this Section 2(g), if, after the Effective Date, (i) the closing price for each of 30 consecutive Trading Days (the “Measurement Period,” which 30 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds $0.15 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) and (ii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may, within 1 Trading Day of the end of such Measurement Period, deliver a written notice to the Holder (a “Forced Exercise Notice” and the date such notice is delivered to the Holder, the “Forced Exercise Notice Date”) to cause the Holder to exercise all or part of this Warrant (as specified in such Forced Exercise Notice), it being agreed that the “Exercise Date” for purposes of Section 2(f) shall be deemed to occur on the third Trading Day following the Forced Exercise Notice Date (such third Trading Day, the “Forced Exercise Date”). The Company may not deliver a Forced Exercise Notice, and any Forced Exercise Notice delivered by the Company shall not be effective, unless all of the Equity Conditions (as defined below) have been met on each Trading Day during the applicable Measurement Period through and including the later of the Forced Exercise Date and the Trading Day after the date that the Warrant Shares issuable pursuant to such exercise are actually delivered to the Holder pursuant to the Forced Exercise Notice. Any unexercised portion of this Warrant to which the Forced Exercise Notice does not pertain will be unaffected by such Forced Exercise Notice. For the purposes of this Section 2(f) “Equity Conditions” means (1) (i) the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Holder for the resale of all such Warrant Shares or (ii) all of the Warrant Shares may be resold pursuant to Rule 144 without volume or manner-of-sale restrictions or current public information requirements as determined by the counsel to the Company as set forth in a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the Holder, and (2) the Common Stock shall be listed or quoted for trading on the Trading Market, (3) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (4) the issuance of the shares shall not cause a breach of any provision of Section 2(e). The Company’s right to force exercise the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Forced Exercise Provision. Subject to the provisions of Section 2(e) and this Section 2(g), if, after the Effective Date, (i) the closing price for each of 30 consecutive Trading Days (the “Measurement Period,” which 30 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds $0.15 0.09 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) and (ii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may, within 1 Trading Day of the end of such Measurement Period, deliver a written notice to the Holder (a “Forced Exercise Notice” and the date such notice is delivered to the Holder, the “Forced Exercise Notice Date”) to cause the Holder to exercise all or part of this Warrant (as specified in such Forced Exercise Notice), it being agreed that the “Exercise Date” for purposes of Section 2(f) shall be deemed to occur on the third Trading Day following the Forced Exercise Notice Date (such third Trading Day, the “Forced Exercise Date”). The Company may not deliver a Forced Exercise Notice, and any Forced Exercise Notice delivered by the Company shall not be effective, unless all of the Equity Conditions (as defined below) have been met on each Trading Day during the applicable Measurement Period through and including the later of the Forced Exercise Date and the Trading Day after the date that the Warrant Shares issuable pursuant to such exercise are actually delivered to the Holder pursuant to the Forced Exercise Notice. Any unexercised portion of this Warrant to which the Forced Exercise Notice does not pertain will be unaffected by such Forced Exercise Notice. For the purposes of this Section 2(f) “Equity Conditions” means (1) (i) the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Holder for the resale of all such Warrant Shares or (ii) all of the Warrant Shares may be resold pursuant to Rule 144 without volume or manner-of-sale restrictions or current public information requirements as determined by the counsel to the Company as set forth in a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the Holder, and (2) the Common Stock shall be listed or quoted for trading on the Trading Market, (3) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (4) the issuance of the shares shall not cause a breach of any provision of Section 2(e). The Company’s right to force exercise the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Forced Exercise Provision. Subject to the provisions of Section 2(e2(d) and this Section 2(g2(f), if, after the Effective Date, if (i) the closing price VWAP for each of 30 20 consecutive Trading Days (the “Measurement Period,” which 30 20 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds $0.15 (subject to adjustment for forward and reverse stock splits300% of the then Exercise Price, recapitalizations, stock dividends and the like after the Initial Exercise Date) and (ii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may, within 1 Trading Day of the end of such Measurement Period, force the exercise of all or any portion of this Warrant pursuant to Section 2(c) for which a Notice of Exercise has not yet been delivered (such right, a “Forced Exercise”) for consideration equal to $.001 per Share. To exercise this right, the Company must deliver a written notice to the Holder an irrevocable written notice (a “Forced Exercise Notice” and ”), indicating therein the date such notice is delivered to the Holder, the “Forced Exercise Notice Date”) to cause the Holder to exercise all or part portion of unexercised portion of this Warrant (as specified in to which such notice applies. If the conditions set forth below for such Forced Exercise Notice), it being agreed that are satisfied from the “Exercise Date” for purposes period from the date of Section 2(f) shall be deemed to occur on the third Trading Day following the Forced Exercise Notice through and including the Forced Exercise Date (as defined below), then any portion of this Warrant subject to such third Forced Exercise Notice for which a Notice of Exercise shall not have been received by the Forced Exercise Date will be cancelled at 6:30 p.m. (New York City time) on the tenth Trading DayDay after the date the Forced Exercise Notice is received by the Holder (such date and time, the “Forced Exercise Date”). The Company may not deliver a Forced Exercise Notice, and any Forced Exercise Notice delivered by the Company shall not be effective, unless all of the Equity Conditions (as defined below) have been met on each Trading Day during the applicable Measurement Period through and including the later of the Forced Exercise Date and the Trading Day after the date that the Warrant Shares issuable pursuant to such exercise are actually delivered to the Holder pursuant to the Forced Exercise Notice. Any unexercised portion of this Warrant to which the Forced Exercise Notice does not pertain will be unaffected by such Forced Exercise Notice. For In furtherance thereof, the purposes Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Forced Exercise Notice that are tendered through 6:30 p.m. (New York City time) on the Forced Exercise Date. The parties agree that any Notice of Exercise delivered following a Forced Exercise Notice which calls less than all the Warrants shall first reduce to zero the number of Warrant Shares subject to such Forced Exercise Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. Subject again to the provisions of this Section 2(f) “Equity Conditions” means ), the Company may deliver subsequent Forced Exercise Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Forced Exercise Notice (and any such Forced Exercise Notice shall be void), unless, from the beginning of the Measurement Period through the Forced Exercise Date, (1) (i) the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Holder for the resale of all such Warrant Shares or (ii) all of the Warrant Shares may be resold pursuant to Rule 144 without volume or manner-of-sale restrictions or current public information requirements as determined by the counsel to the Company as set forth shall have honored in a written opinion letter to such effect, addressed and acceptable to accordance with the Transfer Agent and terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the HolderForced Exercise Date, and (2) the Common Stock shall be listed or quoted for trading on the Trading Market, and (3) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (45) the issuance of the shares shall not cause a breach of any provision of Section 2(e)2(d) herein. The Company’s right to force the exercise of the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Forced Exercise Provision. Subject to the provisions of Section 2(e2(d) and this Section 2(g2(f), if, after the Effective Date, (i) the closing price VWAP for each of 30 20 consecutive Trading Days (the “Measurement Period,” which 30 20 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds $0.15 ______2 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) ), and (ii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may, within 1 Trading Day of the end of such Measurement Period, force the exercise of all or any portion of this Warrant pursuant to Section 2(c) for which a Notice of Exercise has not yet been delivered (such right, a “Forced Exercise”) for consideration equal to $.001 per Share. To exercise this right, the Company must deliver a written notice to the Holder an irrevocable written notice (a “Forced Exercise Notice” and ”), indicating therein the date such notice is delivered to the Holder, the “Forced Exercise Notice Date”) to cause the Holder to exercise all or part portion of unexercised portion of this Warrant (as specified in to which such notice applies. If the conditions set forth below for such Forced Exercise Notice), it being agreed that are satisfied from the “Exercise Date” for purposes period from the date of Section 2(f) shall be deemed to occur on the third Trading Day following the Forced Exercise Notice through and including the Forced Exercise Date (as defined below), then any portion of this Warrant subject to such third Forced Exercise Notice for which a Notice of Exercise shall not have been received by the Forced Exercise Date will be cancelled at 6:30 p.m. (New York City time) on the tenth Trading DayDay after the date the Forced Exercise Notice is received by the Holder (such date and time, the “Forced Exercise Date”). The Company may not deliver a Forced Exercise Notice, and any Forced Exercise Notice delivered by the Company shall not be effective, unless all of the Equity Conditions (as defined below) have been met on each Trading Day during the applicable Measurement Period through and including the later of the Forced Exercise Date and the Trading Day after the date that the Warrant Shares issuable pursuant to such exercise are actually delivered to the Holder pursuant to the Forced Exercise Notice. Any unexercised portion of this Warrant to which the Forced Exercise Notice does not pertain will be unaffected by such Forced Exercise Notice. For In furtherance thereof, the purposes Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Forced Exercise Notice that are tendered through 6:30 p.m. (New York City time) on the Forced Exercise Date. The parties agree that any Notice of Exercise delivered following a Forced Exercise Notice which calls less than all the Warrants shall first reduce to zero the number of Warrant Shares subject to such Forced Exercise Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. Subject again to the provisions of this Section 2(f) “Equity Conditions” means ), the Company may deliver subsequent Forced Exercise Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Forced Exercise Notice (and any such Forced Exercise Notice shall be void), unless, from the beginning of the Measurement Period through the Forced Exercise Date, (1) (i) the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Holder for the resale of all such Warrant Shares or (ii) all of the Warrant Shares may be resold pursuant to Rule 144 without volume or manner-of-sale restrictions or current public information requirements as determined by the counsel to the Company as set forth shall have honored in a written opinion letter to such effect, addressed and acceptable to accordance with the Transfer Agent and terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the HolderForced Exercise Date, and (2) the Common Stock shall be listed or quoted for trading on the Trading Market, and (3) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (45) the issuance of the shares shall not cause a breach of any provision of Section 2(e)2(d) herein. The Company’s right to force the exercise of the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.