Leak-Out Sample Clauses

Leak-Out. (a) Except as otherwise expressly provided herein, and subject to any other restrictions prohibiting the offer, sale or transfer of the shares of Common Stock under applicable United States federal or state securities laws, rules and regulations (collectively, the “Regulations”), the Company and Univest agree that: (i) During the period commencing on the day of the declaration by the Securities Exchange Commission of the effectiveness of a registration statement including the Specified Stock and continuing until the earlier of (x) the date of termination of such period as elected by the Company in its sole and absolute discretion and (y) the three month anniversary thereof (such period, the “Leak-Out Period”), Holder shall be entitled to sell the Specified Stock, subject to the following limitations: during each month of the Leak- Out Period, Holder shall not be entitled to sell any Specified Stock in excess of 1/3 of the shares of Common Stock beneficially owned by Univest and Univest’s affiliates on the day immediately prior to the first day of the Leak-Out Period. (ii) Following the last day of the Leak-Out Period, Univest shall no longer be subject to the limitations set forth in Section 3(a)(i) hereof, and shall be entitled to sell the Subject Common Stock, as the Holder in its sole discretion may determine. (b) During the Leak-out Period, subject to any applicable Regulations, Univest agrees, on behalf of itself and each affiliate (as defined in Rule 405 under the Securities Act of 1933, as amended) of Univest which (a) had knowledge of the transactions contemplated hereby, (b) has or shares discretion relating to Univest’s investments or trading or information concerning Univest’s investments, including in respect of the Securities, or (c) is subject to Univest’s review or input concerning such affiliate’s investments or trading (collectively, the “Trading Affiliates”), that, on any trading day during the Leak Out Period, Univest will not, and will cause each of its Trading Affiliates not to, sell in the aggregate shares of Common Stock other than as set forth in Section 3(a)(i) hereof.

Leak-Out. The Buyer’s sale of the Common Stock issued upon exercise of the Warrant, on each respective Trading Day (as defined in the Note) (each a “Trading Day”) during the Leak Out Period (as defined in this Agreement), shall be limited to the greater of (i) a gross dollar amount of $15,000.00 or (ii) 20% of the Daily Dollar Volume (as defined in this Agreement) on the respective Trading Day. “Leak Out Period” shall mean the period beginning on the date of the consummation of the Uplist Offering and continuing through the date that is three (3) calendar months after the date of the consummation of the Uplist Offering. “Daily Dollar Volume” shall mean, with respect to each Trading Day, the total volume of shares of the Common Stock traded on the respective Trading Day (as reported by Quotestream or other similar quotation service provider designated by the Buyer) multiplied by the highest traded price of the Common Stock on the respective Trading Day (as reported by Quotestream or other similar quotation service provider designated by the Buyer).

Leak-Out. Each Purchaser agrees that, on each Trading Day, it shall not sell, transfer, trade or otherwise dispose of its Underlying Shares or other shares of Common Stock in an amount exceeding 20% of the Common Stock sold based on the greater of the preceding or current Trading Day. Notwithstanding the foregoing, (i) each Purchaser shall be entitled to sell $3,500 of Common Stock per Trading Day and (ii) shall be allowed to sell 20% of the aggregate trading volume for such Trading Day and the 4 prior consecutive Trading Days so long as on no single day the Purchaser shall be entitled to sell more than 50% of the trading volume of the Common Stock for such Trading Day.

Leak-Out. So long as no Event of Default has occurred, the Buyer agrees that the aggregate number of shares of Conversion Share and/or Inducement Shares that may be sold or otherwise transferred by the Buyer (taking into account sales and other transfers: (a) directly from the Buyer, (b) the Buyer’s affiliates, and (c) any holder of such shares previously sold or otherwise transferred to such holder by the Buyer after the Closing Date) shall not exceed the greater of (i) five percent (5%) of the average daily trading volume for the previous thirty (30) Trading Days of the Common Stock as reported by the OTC Markets Group if the Common Stock is quoted over-the-counter, or by Bloomberg L.P. if the Common Stock is traded on an exchange, and (ii) in any calendar month, an amount equal to $50,000.00 of share sales at a per share price equal to the closing price of the Common Stock on the date hereof.

Leak-Out. The Subscriber hereby agrees that, for a period commencing on the date of this Agreement, and expiring on the date that the Subscriber does not beneficially own any Securities (the “Restricted Period”), Subscriber will not sell, dispose or otherwise transfer, directly or indirectly, (including, without limitation, any sales, short sales, swaps or any derivative transactions that would be equivalent to any sales or short positions) in any 90 day period more than 1% of the total outstanding shares of common stock of the Company as of the end of such 90 day period. The Subscriber agrees that the Company may have stop transfer instructions placed with the Company’s transfer agent against transfer of shares held by Subscriber except in compliance with this Section 7. The Company may waive the limitations set forth in this Section 7 at any time in its sole discretion.

Leak-Out. The Subscriber hereby agrees that, for a period commencing on the date of this Agreement, and expiring on the date that the Subscriber does not beneficially own any Securities (the “Restricted Period”), Subscriber will not sell, dispose or otherwise transfer, directly or indirectly, (including, without limitation, any sales, short sales, swaps or any derivative transactions that would be equivalent to any sales or short positions) on any Trading Day during the Restricted Period (any such date, a “Date of Determination”), shares of common stock of the Company, in an amount more than 1% of the Monthly Trading Volume of the common stock as reported by Bloomberg, LP for the applicable Date of Determination. The “

Leak-Out. The Buyer’s sale of the Commitment Shares and Conversion Shares, on each respective Trading Day during the Leak Out Period (as defined in this Agreement), shall be limited to the greater of (i) a gross dollar amount of $2,500.00 or (ii) 15% of the Daily Dollar Volume (as defined in this Agreement) on the respective Trading Day. “Leak Out Period” shall mean the period beginning on the date of this Agreement and ending on the date that an Event of Default (as defined in the Note) occurs under the Note. “Daily Dollar Volume” shall mean, with respect to each Trading Day, the total volume of shares of the Common Stock traded on the respective Trading Day (including pre-market and after-market trades) as reported by Nasdaq or other quotation service provider designated by the Buyer multiplied by the VWAP (as defined in the Note) of the Common Stock on the respective Trading Day as reported by Nasdaq or other quotation service provider designated by the Buyer.

Leak-Out. On any given Business Day, in the event that the closing price of the Common Stock on the immediately preceding Business Day is lower than the Minimum Price, the Investor shall not sell Commitment Shares on that Business Day equal to more than ten percent (10%) of that day’s trading volume of the Common Stock.

Leak-Out. All shares of Common Stock issued pursuant to this Agreement may be liquidated at a daily rate of no more than 5% of the preceding 5-day average volume of the Company’s Common Stock on any given trading day.

Leak-Out. The Buyer’s sale of the Common Stock issued upon conversion of the Note and exercise of the Warrants, on each respective Trading Day (as defined in the Note) (each a “Trading Day”) during the Leak Out Period (as defined in this Agreement), shall be limited to the greater of (i) a gross dollar amount of $5,000.00 or (ii) 15% of the Daily Dollar Volume (as defined in this Agreement) on the respective Trading Day. “Leak Out Period” shall mean the period beginning on the date of this Agreement and ending on the earlier of (i) the Maturity Date (as defined in the Note) or (ii) the date that the Company consummates an Uplist Offering (as defined in this Agreement). “Daily Dollar Volume” shall mean, with respect to each Trading Day, the total volume of shares of the Common Stock traded on the respective Trading Day (as reported by Quotestream or other similar quotation service provider designated by the Buyer) multiplied by the highest traded price of the Common Stock on the respective Trading Day (as reported by Quotestream or other similar quotation service provider designated by the Buyer). “Uplist Offering” shall mean an offering of Common Stock (or units consisting of Common Stock and warrants to purchase Common Stock) that will result in the immediate listing for trading of the Common Stock on the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, or any other national securities exchange (or any successors to any of the foregoing). Notwithstanding anything to the contrary contained herein, this Section 8(q) shall not apply to the Buyer’s sale of the Common Stock issued upon conversion of the Note and exercise of the Warrants if such sale is at a price per share equal to or greater than $0.02 (subject to adjustments for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases the Common Stock).