Common use of Forced Exercise Clause in Contracts

Forced Exercise. i. Subject to the Purchase Agreement and subject to the terms set forth herein (including without limitation subsection 2(d) above and subsections (f)(ii) and (f)(iii) below), in the event that the daily VWAP of the Company’s Common Stock (as reported by the Trading Market on which the Common Stock is traded) is greater than $1.20 (as appropriately and equitably adjusted for stock splits, reverse stock splits, stock dividends and the similar events) for fifteen (15) Trading Days during any period of twenty (20) consecutive Trading Days (“Pricing Period”), the Company shall have the right, upon prior written notice to the Holder (“Forced Exercise Notice”), to compel all or a portion of this Warrant to be exercised on or prior the date (“Forced Exercise Date”) specified in the Forced Exercise Notice, provided that such Forced Exercise Date may not occur until at least ten (10) Trading Days following the date on which the Holder receives the Forced Exercise Notice. The Company may not deliver any Forced Exercise Notice until after the completion of the Pricing Period, and must deliver any Forced Exercise Notice within five (5) Trading Days following the last day of any Pricing Period. The period from the date of the Forced Exercise Notice to the Forced Exercise Date shall be referred to herein as the “Post-Notice Period”.

Forced Exercise. i. 15.1 Subject to the Purchase Agreement and subject to the terms set forth herein (including without limitation subsection 2(d2.4(i) above and subsections (f)(ii) and (f)(iii) subsection 15.2 below), in the event that the daily VWAP closing sale price of the Company’s 's Common Stock (as reported by the Trading Market on which the Common Nasdaq Stock is tradedMarket) is greater than $1.20 7.35 (as appropriately and equitably adjusted for stock splits, reverse stock splits, stock dividends and the similar events) for fifteen a period (15"Pricing Period") Trading Days during any period of twenty (20) consecutive Trading Days (“Pricing Period”)Days, the Company shall have the right, upon prior written notice to the Holder (“"Forced Exercise Notice”"), to compel all or a portion of this Warrant to be exercised on or prior the date (“"Forced Exercise Date”") specified in the Forced Exercise Notice, provided that such Forced Exercise Date may not occur until at least ten (10) Trading Days following the date on which the Holder receives the Forced Exercise Notice. The Company may not deliver any Forced Exercise Notice until after the completion of the Pricing Period, and must deliver any Forced Exercise Notice within five (5) Trading Days following the last day of any Pricing Period. The period from the date of the Forced Exercise Notice Date to the Forced Exercise Date shall be referred to herein as the “"Post-Notice Period”". If the Company intends to force exercise of less than all of all of the then outstanding Warrants issued to Purchasers under the Purchase Agreement, it shall do so on a pro rata basis among such holders in accordance with this Section.

Forced Exercise. i. Subject At the option of the Company, at any time beginning on the date that is three (3) months following the effective date of this agreement, the Company may force the holder to exercise the Purchase Agreement and subject to Warrant at the terms set forth herein Exercise Price provided that (including without limitation subsection 2(di) above and subsections (f)(ii) and (f)(iii) below), in the event that the daily VWAP of for the Company’s Common Stock (as reported by the Trading Market on which the Common Stock is traded) is greater higher than $1.20 (as appropriately and equitably adjusted 3.00 for stock splits, reverse stock splits, stock dividends and the similar events) for fifteen (15) Trading Days during any a period of twenty ten (2010) consecutive Trading Days immediately prior to such exercise, (“Pricing Period”), ii) the Warrant Shares are registered and the registration statement is declared effective and (iii) such forced exercise by the Company shall have not cause the right, upon prior aggregate number of shares of Common Stock beneficially owned (as defined in Rule 13d-3 promulgated under the Exchange Act) by the Holder and its affiliates to exceed 4.99% of the outstanding shares of the Common Stock following such exercise. The Company may exercise its right to require exercise of this Warrant under this Section 1.7 by delivering a written notice thereof by facsimile, email or overnight courier to the Holder holder and the transfer agent (the “Forced Exercise Notice”), to compel all or a portion of this Warrant to ” no later than two (2) Trading Days after the conditions above have been met. The Forced Exercise Notice delivered shall be exercised on or prior irrevocable and shall state (A) the date on which the Forced Exercise shall occur (the “Forced Exercise Date”) specified in which date shall be the thirtieth (30th) Trading Day after the date Forced Exercise Notice, provided that such (B) the aggregate number of Warrant Shares of which the Company has elected to be subject to Forced Exercise Date may not occur until at least ten from all of the holders of Warrants pursuant to this 1.7, and (10C) Trading Days following the date number of shares of Common Stock to be issued to the holder on which the Holder receives the Forced Exercise Notice. The Company may not deliver any Forced Exercise Notice until after the completion of the Pricing Period, and must deliver any Forced Exercise Notice within five (5) Trading Days following the last day of any Pricing Period. The period from the date of the Forced Exercise Notice to the Forced Exercise Date shall be referred to herein as the “Post-Notice Period”Date.

Forced Exercise. i. Subject Provided the shares of Common Stock issuable here under are registered pursuant to an effective registration statement, the Purchase Agreement Company at its option shall have the right at any time and subject from time to the terms set forth herein (including without limitation subsection 2(d) above and subsections (f)(ii) and (f)(iii) below)time, in the event that the daily VWAP of if the Company’s Common Stock (Closing Bid Price as reported quoted by the Trading Market on which the Common Stock Bloomberg, LP is traded) is equal to or greater than Sixteen Cents ($1.20 0.16) (as appropriately and equitably adjusted for stock splits, reverse stock splits, stock dividends and the similar events“Forced Exercise Price”) for fifteen (15) Trading Days during any period of twenty (20) consecutive Trading Days (the “Forced Exercise Pricing Period”), to force the Holder to exercise this Warrant in whole or in part during the next five (5) Trading Days. In such event the Company shall have the right, upon prior written notice provide to the Holder written notice at the end of business, but not later than 5:30 pm EST, on the last Trading Day of the Forced Exercise Pricing Period (the “Forced Exercise Notice”), to compel all or a portion . The Holder shall have the five (5) consecutive calendar days from the day following receipt of this Warrant to be exercised on or prior the date (“Forced Exercise Date”) specified in the Forced Exercise Notice, provided that such Forced Exercise Date may not occur until to exercise this Warrant in whole or in part at least ten (10) Trading Days following the date on which the Holder receives or above the Forced Exercise Notice. The Company may not deliver any Price as the case maybe (“Forced Exercise Notice until after Period”). Furthermore during the completion Forced Exercise Period the Company shall only be entitled to force the Holder to exercise an amount equal to one fifth (1/5th) the average daily volume of the Pricing Periodshares of the Company’s Common Stock traded, and must deliver any as quoted by Bloomberg, LP, during the Forced Exercise Notice within five (5) Trading Days following the last day of any Pricing Period. The period from Furthermore the date Holder shall have the right to reduce the number of shares of Common Stock the Company has forced the Holder to exercise hereunder during the Forced Exercise Notice to Period by such number of shares of the Company’s Common Stock exercised by the Holder during the Forced Exercise Date Pricing Period. Provided however in the event that the Closing Bid Price of the Company’s Common Stock, as quoted by Bloomberg, LP, during the Forced Exercise Period is lower than the Forced Exercise Price the Company shall be referred not have the right to herein as force the “Post-Notice Period”Holder to exercise this Warrant, in whole or in part.

Forced Exercise. i. Subject to the Purchase Agreement and subject to the terms set forth herein (including without limitation subsection 2(d) above and subsections (f)(ii) and (f)(iii) below), in the event that the daily VWAP of the Company’s Common Stock (as reported by the Trading Market on which the Common Stock is traded) is greater than $1.20 0.60 (as appropriately and equitably adjusted for stock splits, reverse stock splits, stock dividends and the similar events) for fifteen (15) Trading Days during any period of twenty (20) consecutive Trading Days (“Pricing Period”), the Company shall have the right, upon prior written notice to the Holder (“Forced Exercise Notice”), to compel all or a portion of this Warrant to be exercised on or prior the date (“Forced Exercise Date”) specified in the Forced Exercise Notice, provided that such Forced Exercise Date may not occur until at least ten (10) Trading Days following the date on which the Holder receives the Forced Exercise Notice. The Company may not deliver any Forced Exercise Notice until after the completion of the Pricing Period, and must deliver any Forced Exercise Notice within five (5) Trading Days following the last day of any Pricing Period. The period from the date of the Forced Exercise Notice to the Forced Exercise Date shall be referred to herein as the “Post-Notice Period”.

Forced Exercise. i. Subject to the Purchase Agreement and subject to the terms set forth herein (including without limitation subsection 2(d) above and subsections (f)(ii) and (f)(iii) below), in the event that the daily VWAP of the Company’s Common Stock (as reported by the Trading Market on which the Common Stock is traded) is greater than $1.20 0.80 (as appropriately and equitably adjusted for stock splits, reverse stock splits, stock dividends and the similar events) for fifteen (15) Trading Days during any period of twenty (20) consecutive Trading Days (“Pricing Period”), the Company shall have the right, upon prior written notice to the Holder (“Forced Exercise Notice”), to compel all or a portion of this Warrant to be exercised on or prior the date (“Forced Exercise Date”) specified in the Forced Exercise Notice, provided that such Forced Exercise Date may not occur until at least ten (10) Trading Days following the date on which the Holder receives the Forced Exercise Notice. The Company may not deliver any Forced Exercise Notice until after the completion of the Pricing Period, and must deliver any Forced Exercise Notice within five (5) Trading Days following the last day of any Pricing Period. The period from the date of the Forced Exercise Notice to the Forced Exercise Date shall be referred to herein as the “Post-Notice Period”.

Forced Exercise. i. Subject Provided the shares of Common Stock issuable here under are registered pursuant to an effective registration statement, the Purchase Agreement Company at its option shall have the right at any time and subject from time to the terms set forth herein (including without limitation subsection 2(d) above and subsections (f)(ii) and (f)(iii) below)time, in the event that the daily VWAP of if the Company’s Common Stock (Closing Bid Price as reported quoted by the Trading Market on which the Common Stock Bloomberg, LP is traded) is equal to or greater than Eleven Cents ($1.20 0.11) (as appropriately and equitably adjusted for stock splits, reverse stock splits, stock dividends and the similar events“Forced Exercise Price”) for fifteen (15) Trading Days during any period of twenty (20) consecutive Trading Days (the “Forced Exercise Pricing Period”), to force the Holder to exercise this Warrant in whole or in part during the next five (5) Trading Days. In such event the Company shall have the right, upon prior written notice provide to the Holder written notice at the end of business, but not later than 5:30 pm EST, on the last Trading Day of the Forced Exercise Pricing Period (the “Forced Exercise Notice”), to compel all or a portion . The Holder shall have the five (5) consecutive calendar days from the day following receipt of this Warrant to be exercised on or prior the date (“Forced Exercise Date”) specified in the Forced Exercise Notice, provided that such Forced Exercise Date may not occur until to exercise this Warrant in whole or in part at least ten (10) Trading Days following the date on which the Holder receives or above the Forced Exercise Notice. The Company may not deliver any Price as the case maybe (“Forced Exercise Notice until after Period”). Furthermore during the completion Forced Exercise Period the Company shall only be entitled to force the Holder to exercise an amount equal to one fifth (1/5th) the average daily volume of the Pricing Periodshares of the Company’s Common Stock traded, and must deliver any as quoted by Bloomberg, LP, during the Forced Exercise Notice within five (5) Trading Days following the last day of any Pricing Period. The period from Furthermore the date Holder shall have the right to reduce the number of shares of Common Stock the Company has forced the Holder to exercise hereunder during the Forced Exercise Notice to Period by such number of shares of the Company’s Common Stock exercised by the Holder during the Forced Exercise Date Pricing Period. Provided however in the event that the Closing Bid Price of the Company’s Common Stock, as quoted by Bloomberg, LP, during the Forced Exercise Period is lower than the Forced Exercise Price the Company shall be referred not have the right to herein as force the “Post-Notice Period”Holder to exercise this Warrant, in whole or in part.

Forced Exercise. i. 15.1 Subject to the Purchase Agreement and subject to the terms set forth herein (including without limitation subsection 2(d2.4(i) above and subsections (f)(ii) and (f)(iii) subsection 15.2 below), in the event that the daily VWAP closing sale price of the Company’s 's Common Stock (as reported by the Trading Market on which the Common Nasdaq Stock is tradedMarket) is greater than $1.20 10.00 (as appropriately and equitably adjusted for stock splits, reverse stock splits, stock dividends and the similar events) for fifteen a period (15"Pricing Period") Trading Days during any period of twenty (20) consecutive Trading Days (“Pricing Period”)Days, the Company shall have the right, upon prior written notice to the Holder (“"Forced Exercise Notice”"), to compel all or a portion of this Warrant to be exercised on or prior the date (“"Forced Exercise Date”") specified in the Forced Exercise Notice, provided that such Forced Exercise Date may not occur until at least ten (10) Trading Days following the date on which the Holder receives the Forced Exercise Notice. The Company may not deliver any Forced Exercise Notice until after the completion of the Pricing Period, and must deliver any Forced Exercise Notice within five (5) Trading Days following the last day of any Pricing Period. The period from the date of the Forced Exercise Notice Date to the Forced Exercise Date shall be referred to herein as the “"Post-Notice Period”". If the Company intends to force exercise of less than all of all of the then outstanding Warrants issued to Purchasers under the Purchase Agreement, it shall do so on a pro rata basis among such holders in accordance with this Section.

Forced Exercise. i. Subject At the option of the Company, at any time beginning on the date that is three (3) months following the effective date of this agreement, the Company may force the holder to exercise the Purchase Agreement and subject to Warrant at the terms set forth herein Exercise Price provided that (including without limitation subsection 2(di) above and subsections (f)(ii) and (f)(iii) below), in the event that the daily VWAP of for the Company’s Common Stock (as reported by the Trading Market on which the Common Stock is traded) is greater higher than $1.20 (as appropriately and equitably adjusted 3.50 for stock splits, reverse stock splits, stock dividends and the similar events) for fifteen (15) Trading Days during any a period of twenty ten (2010) consecutive Trading Days immediately prior to such exercise, (“Pricing Period”), ii) the Warrant Shares are registered and the registration statement is declared effective and (iii) such forced exercise by the Company shall have not cause the right, upon prior aggregate number of shares of Common Stock beneficially owned (as defined in Rule 13d-3 promulgated under the Exchange Act) by the Holder and its affiliates to exceed 4.99% of the outstanding shares of the Common Stock following such exercise. The Company may exercise its right to require exercise of this Warrant under this Section 1.7 by delivering a written notice thereof by facsimile, email or overnight courier to the Holder holder and the transfer agent (the “Forced Exercise Notice”), to compel all or a portion of this Warrant to ” no later than two (2) Trading Days after the conditions above have been met. The Forced Exercise Notice delivered shall be exercised on or prior irrevocable and shall state (A) the date on which the Forced Exercise shall occur (the “Forced Exercise Date”) specified in which date shall be the thirtieth (30th) Trading Day after the date Forced Exercise Notice, provided that such (B) the aggregate number of Warrant Shares of which the Company has elected to be subject to Forced Exercise Date may not occur until at least ten from all of the holders of Warrants pursuant to this 1.7, and (10C) Trading Days following the date number of shares of Common Stock to be issued to the holder on which the Holder receives the Forced Exercise Notice. The Company may not deliver any Forced Exercise Notice until after the completion of the Pricing Period, and must deliver any Forced Exercise Notice within five (5) Trading Days following the last day of any Pricing Period. The period from the date of the Forced Exercise Notice to the Forced Exercise Date shall be referred to herein as the “Post-Notice Period”Date.

Forced Exercise. i. Subject Provided the shares of Common Stock issuable here under are registered pursuant to an effective registration statement, the Purchase Agreement Company at its option shall have the right at any time and subject from time to the terms set forth herein (including without limitation subsection 2(d) above and subsections (f)(ii) and (f)(iii) below)time, in the event that the daily VWAP of if the Company’s Common Stock (Closing Bid Price as reported quoted by the Trading Market on which the Common Stock Bloomberg, LP is traded) is equal to or greater than Thirteen Cents ($1.20 0.13) (as appropriately and equitably adjusted for stock splits, reverse stock splits, stock dividends and the similar events“Forced Exercise Price”) for fifteen (15) Trading Days during any period of twenty (20) consecutive Trading Days (the “Forced Exercise Pricing Period”), to force the Holder to exercise this Warrant in whole or in part during the next five (5) Trading Days. In such event the Company shall have the right, upon prior written notice provide to the Holder written notice at the end of business, but not later than 5:30 pm EST, on the last Trading Day of the Forced Exercise Pricing Period (the “Forced Exercise Notice”), to compel all or a portion . The Holder shall have the five (5) consecutive calendar days from the day following receipt of this Warrant to be exercised on or prior the date (“Forced Exercise Date”) specified in the Forced Exercise Notice, provided that such Forced Exercise Date may not occur until to exercise this Warrant in whole or in part at least ten (10) Trading Days following the date on which the Holder receives or above the Forced Exercise Notice. The Company may not deliver any Price as the case maybe (“Forced Exercise Notice until after Period”). Furthermore during the completion Forced Exercise Period the Company shall only be entitled to force the Holder to exercise an amount equal to one fifth (1/5th) the average daily volume of the Pricing Periodshares of the Company’s Common Stock traded, and must deliver any as quoted by Bloomberg, LP, during the Forced Exercise Notice within five (5) Trading Days following the last day of any Pricing Period. The period from Furthermore the date Holder shall have the right to reduce the number of shares of Common Stock the Company has forced the Holder to exercise hereunder during the Forced Exercise Notice to Period by such number of shares of the Company’s Common Stock exercised by the Holder during the Forced Exercise Date Pricing Period. Provided however in the event that the Closing Bid Price of the Company’s Common Stock, as quoted by Bloomberg, LP, during the Forced Exercise Period is lower than the Forced Exercise Price the Company shall be referred not have the right to herein as force the “Post-Notice Period”Holder to exercise this Warrant, in whole or in part.

Forced Exercise. i. Subject Provided the shares of Common Stock issuable here under are registered pursuant to an effective registration statement, the Purchase Agreement Company at its option shall have the right at any time and subject from time to the terms set forth herein (including without limitation subsection 2(d) above and subsections (f)(ii) and (f)(iii) below)time, in the event that the daily VWAP of if the Company’s Common Stock (Closing Bid Price as reported quoted by the Trading Market on which the Common Stock Bloomberg, LP is traded) is equal to or greater than Ten Cents ($1.20 0.10) (as appropriately and equitably adjusted for stock splits, reverse stock splits, stock dividends and the similar events“Forced Exercise Price”) for fifteen (15) Trading Days during any period of twenty (20) consecutive Trading Days (the “Forced Exercise Pricing Period”), to force the Holder to exercise this Warrant in whole or in part during the next five (5) Trading Days. In such event the Company shall have the right, upon prior written notice provide to the Holder written notice at the end of business, but not later than 5:30 pm EST, on the last Trading Day of the Forced Exercise Pricing Period (the “Forced Exercise Notice”), to compel all or a portion . The Holder shall have the five (5) consecutive calendar days from the day following receipt of this Warrant to be exercised on or prior the date (“Forced Exercise Date”) specified in the Forced Exercise Notice, provided that such Forced Exercise Date may not occur until to exercise this Warrant in whole or in part at least ten (10) Trading Days following the date on which the Holder receives or above the Forced Exercise Notice. The Company may not deliver any Price as the case maybe (“Forced Exercise Notice until after Period”). Furthermore during the completion Forced Exercise Period the Company shall only be entitled to force the Holder to exercise an amount equal to one fifth (1/5th) the average daily volume of the Pricing Periodshares of the Company’s Common Stock traded, and must deliver any as quoted by Bloomberg, LP, during the Forced Exercise Notice within five (5) Trading Days following the last day of any Pricing Period. The period from Furthermore the date Holder shall have the right to reduce the number of shares of Common Stock the Company has forced the Holder to exercise hereunder during the Forced Exercise Notice to Period by such number of shares of the Company’s Common Stock exercised by the Holder during the Forced Exercise Date Pricing Period. Provided however in the event that the Closing Bid Price of the Company’s Common Stock, as quoted by Bloomberg, LP, during the Forced Exercise Period is lower than the Forced Exercise Price the Company shall be referred not have the right to herein as force the “Post-Notice Period”Holder to exercise this Warrant, in whole or in part.