Common use of Greenshoe Clause in Contracts

Greenshoe. (a) From the date hereof until the 24-month anniversary of the Closing Date, each Purchaser may, in its sole determination, elect to purchase, severally and not jointly with the other Purchasers and, subject to the proviso below, in one or more purchases, in the ratio of such Purchaser’s original Subscription Amount to the original aggregate Subscription Amount of all Purchasers, additional Preferred Stocks with an aggregate subscription amount thereof equal to 100% of such Purchaser’s Subscription Amount, in accordance with the calculations in Section 2.2 (such securities, the “Greenshoe Securities” and such right to receive the Greenshoe Securities pursuant to this Section 4.18, the “Greenshoe Rights”). (b) Any Greenshoe Right exercised by a Purchaser shall close within 5 Trading Days of a duly delivered exercise notice by the exercising party. Any additional investment in the Greenshoe Securities shall be on prices and terms identical to those set forth in the Transaction Documents, mutatis mutandis, except that the per share price shall be equal to 120% of the per share price paid at the Closing Date. In order to effectuate a purchase and sale of the Greenshoe Securities, the Company and the Purchasers shall enter into a Securities Purchase Agreement identical to this Agreement, mutatis mutandis and shall include updated disclosure schedules.

Greenshoe. (a) From the date hereof until the 24-month anniversary of one year after the Closing Date, each Purchaser may, in its sole determination, elect to purchase, severally and not jointly with the other Purchasers and, subject to the proviso below, in one or more purchases, in the ratio of such Purchaser’s original Subscription Amount to the original aggregate Subscription Amount of all Purchasers, additional shares of Preferred Stocks Stock with an aggregate subscription amount thereof equal of up to 100% of such Purchaser’s Subscription Amount, in accordance with the calculations in Section 2.2 $2,750,000 and Warrants (such securities, the “Greenshoe Securities” and such right to receive the Greenshoe Securities pursuant to this Section 4.184.16, the “Greenshoe Rights”). The Greenshoe Securities shall be identical to the Securities. (b) Any Greenshoe Right exercised by a Purchaser shall close within 5 10 Trading Days of a duly delivered exercise notice by the exercising party. Any additional investment in the Greenshoe Securities shall be on prices and terms identical to those set forth in the Transaction Documents, mutatis mutandis, except that the per share price shall be equal to 120% of the per share price paid at the Closing Date. In order to effectuate a purchase and sale of the Greenshoe Securities, the Company and the Purchasers shall enter into a Securities Purchase Agreement identical to this Agreement, mutatis mutandis and shall include updated disclosure schedules (c) In the event that the Purchasers elect to purchase any of Greenshoe Securities at a time when the Registration Statement is not effective, the Company shall file with the Commission a registration statement registering all of the shares underlying the Greenshoe Securities and the Underlying Shares within 30 calendar days of such purchase and shall use its best efforts to have such registration statement declared effective within 90 calendar days.

Greenshoe. (a) From the date hereof until the 24-month anniversary of one year after the Closing Date, each Purchaser may, in its sole determination, elect to purchase, severally and not jointly with the other Purchasers and, subject to the proviso below, in one or more purchases, in the ratio of such Purchaser’s original Subscription Amount to the original aggregate Subscription Amount of all Purchasers, additional shares of Preferred Stocks Stock and Warrants with an aggregate subscription amount thereof equal of up to 100% of such Purchaser’s Subscription Amount, in accordance with the calculations in Section 2.2 $1,225,000 (such securities, the “Greenshoe Securities” and such right to receive the Greenshoe Securities pursuant to this Section 4.184.20, the “Greenshoe Rights”). The Greenshoe Securities shall be identical to the Securities, and shall have a conversion price and exercise price, as applicable, equal to (i) the then-effective conversion price of the Preferred Stock and exercise price of the Warrants, or (ii) if the Preferred Stock and/or Warrants are no longer outstanding, the most recent conversion price and exercise price of the Preferred Stock and/or Warrants, as applicable. (b) Any Greenshoe Right exercised by a Purchaser shall close within 5 10 Trading Days of a duly delivered exercise notice by the exercising party. Any additional investment in the Greenshoe Securities shall be on prices and terms identical to those set forth in the Transaction Documents, mutatis mutandis, except that the per share price shall be equal to 120% of the per share price paid at the Closing Date. In order to effectuate a purchase and sale of the Greenshoe Securities, the Company and the Purchasers shall enter into a Securities Purchase Agreement identical to this Agreement, mutatis mutandis and shall include updated disclosure schedules.

Greenshoe. (a) From the date hereof until the 24-twelve month anniversary of the Closing Date, each Purchaser may, in its sole determination, elect to purchase, severally and not jointly with the other Purchasers and, subject to the proviso below, in one or more purchases, in the ratio of such Purchaser’s original Subscription Amount to the original aggregate Subscription Amount of all Purchasers, additional shares of Preferred Stocks Stock with an aggregate subscription amount thereof equal to 100% of such Purchaser’s the original aggregate Subscription AmountAmount hereunder, and Warrants in accordance with the calculations in Section 2.2 (such securities, the “Greenshoe Securities” and such right to receive the Greenshoe Securities pursuant to this Section 4.18, the “Greenshoe Rights”). The Greenshoe Securities shall be identical to the Securities. (b) Any Greenshoe Right exercised by a Purchaser shall close within 5 Trading Days of a duly delivered exercise notice by the exercising party. Any additional investment in the Greenshoe Securities shall be on prices and terms identical to those set forth in the Transaction Documents, mutatis mutandis, except that the per share price dividend rate for the Preferred Stock issued in respect of a Greenshoe Right shall be equal to 120% the dividend rate in effect at such time under the Certificate of Designation (regardless of whether any of the per share price paid at Preferred Stock issued on the Closing DateDate remains outstanding, and subject to further increase on the dates set forth in the Certificate of Designation). In order to effectuate a purchase and sale of the Greenshoe Securities, the Company and the Purchasers shall enter into a Securities Purchase Agreement identical to this Agreement, mutatis mutandis and shall include updated disclosure schedules.

Greenshoe. (a) From the date hereof until the 24-month anniversary of one year after the Closing Date, each Purchaser may, in its sole determination, elect to purchase, severally and not jointly with the other Purchasers and, subject to the proviso below, in one or more purchases, in the ratio of such Purchaser’s original Subscription Amount to the original aggregate Subscription Amount of all Purchasers, additional Preferred Stocks Debentures and Warrants with an aggregate subscription amount thereof equal of up to 100% of such Purchaser’s Subscription Amount, in accordance with the calculations in Section 2.2 $500,000 (such securities, the “Greenshoe Securities” and such right to receive the Greenshoe Securities pursuant to this Section 4.184.20, the “Greenshoe Rights”). The Greenshoe Securities shall be identical to the Securities, and shall have a conversion price and exercise price, as applicable, equal to (i) the then-effective conversion price of the Debentures and exercise price of the Warrants, or (ii) if the Debentures and/or Warrants are no longer outstanding, the most recent conversion price and exercise price of the Debentures and/or Warrants, as applicable. (b) Any Greenshoe Right exercised by a Purchaser shall close within 5 10 Trading Days of a duly delivered exercise notice by the exercising party. Any additional investment in the Greenshoe Securities shall be on prices and terms identical to those set forth in the Transaction Documents, mutatis mutandis, except that the per share price shall be equal to 120% of the per share price paid at the Closing Date. In order to effectuate a purchase and sale of the Greenshoe Securities, the Company and the Purchasers shall enter into a Securities Purchase Agreement identical to this Agreement, mutatis mutandis and shall include updated disclosure schedules.

Greenshoe. (a) From the date hereof until the 24-month anniversary of 60 days after the Closing Date, each Purchaser may, in its sole determination, elect to purchase, severally and not jointly with the other Purchasers and, subject to the proviso below, in one or more purchases, in the ratio of such Purchaser’s original Subscription Amount to the original aggregate Subscription Amount of all Purchasers, additional Preferred Stocks shares of Common Stock with an aggregate subscription amount thereof equal of up to 100% of such Purchaser’s Subscription Amount, in accordance with the calculations in Section 2.2 $500,000 and Warrants (such securities, the “Greenshoe Securities” and such right to receive the Greenshoe Securities pursuant to this Section 4.184.19, the “Greenshoe Rights”). The Greenshoe Securities shall be identical to the Securities. (b) Any Greenshoe Right exercised by a Purchaser shall close within 5 10 Trading Days of a duly delivered exercise notice by the exercising party. Any additional investment in the Greenshoe Securities shall be on prices and terms identical to those set forth in the Transaction Documents, mutatis mutandis, except that the per share price shall be equal to 120% of the per share price paid at the Closing Date. In order to effectuate a purchase and sale of the Greenshoe Securities, the Company and the Purchasers shall enter into a Securities Purchase Agreement identical to this Agreement, mutatis mutandis and shall include updated disclosure schedules. (c) In the event that the Purchasers elect to purchase any of Greenshoe Securities at a time when the Registration Statement is not effective, the Company shall file with the Commission a registration statement registering all of the shares underlying the Greenshoe Securities and the Underlying Shares within 30 calendar days of such purchase and shall use its best efforts to have such registration statement declared effective within 90 calendar days.

Greenshoe. (a) From the date hereof until the 24-month anniversary of one year after the Closing Date, each Purchaser may, in its sole determination, elect to purchase, severally and not jointly with the other Purchasers and, subject to the proviso below, in one or more purchases, in the ratio of such Purchaser’s original Subscription Amount to the original aggregate Subscription Amount of all Purchasers, additional shares of Preferred Stocks Stock and Warrants with an aggregate subscription amount thereof equal of up to 100% of such Purchaser’s Subscription Amount, in accordance with the calculations in Section 2.2 $2,075,000 (such securities, the “Greenshoe Securities” and such right to receive the Greenshoe Securities pursuant to this Section 4.184.20, the “Greenshoe Rights”). The Greenshoe Securities shall be identical to the Securities, and shall have a conversion price and exercise price, as applicable, equal to (i) the then-effective conversion price of the Preferred Stock and exercise price of the Warrants, or (ii) if the Preferred Stock and/or Warrants are no longer outstanding, the most recent conversion price and exercise price of the Preferred Stock and/or Warrants, as applicable. (b) Any Greenshoe Right exercised by a Purchaser shall close within 5 10 Trading Days of a duly delivered exercise notice by the exercising party. Any additional investment in the Greenshoe Securities shall be on prices and terms identical to those set forth in the Transaction Documents, mutatis mutandis, except that the per share price shall be equal to 120% of the per share price paid at the Closing Date. In order to effectuate a purchase and sale of the Greenshoe Securities, the Company and the Purchasers shall enter into a Securities Purchase Agreement identical to this Agreement, mutatis mutandis and shall include updated disclosure schedules.

Greenshoe. (a) From the date hereof until the 2412-month anniversary of the Closing Datedate the Common Stock is listed on Nasdaq or NYSE MKT, each Purchaser may, in its sole determination, elect to purchase, severally and not jointly with the other Purchasers and, subject to the proviso below, in one or more purchases, in the ratio of such Purchaser’s original Subscription Amount to the original aggregate Subscription Amount of all Purchasers, additional Preferred Stocks Debentures with an aggregate subscription amount thereof equal to 100% of such Purchaser’s Subscription Amount$4,000,000, and Warrants in accordance with the calculations in Section 2.2 (such securities, the “Greenshoe Securities” and such right to receive the Greenshoe Securities pursuant to this Section 4.18, the “Greenshoe Rights”). (b) Any Greenshoe Right exercised by a Purchaser shall close within 5 Trading Days of a duly delivered exercise notice by the exercising party. Any additional investment in the Greenshoe Securities shall be on prices and terms identical to those set forth in the Transaction Documents, mutatis mutandis, except that the per share price shall be equal to 120% of the per share price paid at the Closing Date. In order to effectuate a purchase and sale of the Greenshoe Securities, the Company and the Purchasers shall enter into a Securities Purchase Agreement identical to this Agreement, mutatis mutandis and shall include updated disclosure schedules.