Common use of MECHANICS OF PURCHASE OF SHARES BY INVESTOR Clause in Contracts

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, the closing of the purchase by the Investor of Shares (a "Closing") shall occur on the date which is no later than seven (7) Trading Days following the applicable Put Notice Date (each a "Closing Date"). Prior to each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonably in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E2(f), 7 and 8, the closing of the purchase by the Investor of Shares (a "Closing") shall occur on the date which is no later than seven (7) Trading Days following the applicable Put Notice Date (each a "Closing Date"). Prior to each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(BSections 2(b) and 2(d). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all its commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as which shall be specified by the Investor within a reasonably sufficient time in advance of the Investor's noticeadvance) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage loss to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make pay late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond the Closing Date, with the . The Amounts being are cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make pay any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except to the extent that such late payments shall constitute payment for and offset any such actual damages incurred alleged by the Investor, and any Open Market Buy In Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E2(f), 7 and 8, the closing of the purchase by the Investor of Shares (a "Closing") shall occur on the date which is no later than seven (7) Trading Days following the applicable Put Notice Date (each a "Closing Date"). Prior to each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(BSections 2(b) and 2(d). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all its commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as which shall be specified by the Investor within a reasonably sufficient time in advance of the Investor's noticeadvance) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage loss to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make pay late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond the Closing Date, with the . The Amounts being are cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make pay any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except to the extent that such late payments shall constitute payment for and offset any such actual damages incurred alleged by the Investor, and any Open Market Buy In Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, the The closing of the purchase by the Investor of Shares (a "“Closing"”) shall occur on the date which is no later than seven five (75) Trading Days following the applicable Put Notice Date (each a "“Closing Date"”). Prior to On each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer ("“FAST"”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonably reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission ("“DWAC"”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "“No. of Days Late" ” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E)2.5, 7 and 88 of this Agreement, at the end of the Pricing Period, the closing Purchase Price shall be established and the number of Put Shares shall be delivered for a particular Put. The Closing of a Put shall occur upon the first Trading Day following the receipt and approval by Investor's broker of the purchase by Put Shares, whereby the Investor of Shares (a "Closing") Company shall occur on have caused the date which is no later than seven (7) Trading Days following Transfer Agent to electronically transmit, prior to the applicable Closing Date, the applicable Put Notice Date (each a "Closing Date"). Prior to each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonably in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The Company understands that a delay , and the Investor shall deliver the amount specified in the issuance Put Notice by wire transfer of Securities beyond immediately available funds to an account designated by the Closing Date could result in economic damage to Company within twenty four (24) hours of receipt and approval by the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities 's Broker (delivery of Securities after the applicable "Closing Date) in accordance with the following schedule (where " or "NoClosing"). of Days Late" is defined as the number of trading days beyond the In addition, on or prior to such Closing Date, each of the Company and Investor shall deliver to each other all documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. In the event that (i) the lowest volume-weighted average price (the “VWAP”) of the Company’s Common Stock for any given trading day during the ten (10) trading days following a Put Notice (the “Trading Period”) is less than 80% of the Market Price used to determine the Purchase Price in connection with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Put and (ii) as of the end of such Trading Period, the Investor holds Shares issued pursuant to such Put Notice (the “Trading Period Shares”), then the Company shall make any payments incurred under this Section in issue such additional Shares, on the Trading Day immediately available funds upon demand following the Trading Period, as may be necessary to adjust the Purchase Price for that portion of the Put represented by the Investor. Nothing herein shall limit Trading Period Shares to equal the Investor's right to pursue actual damages for lowest VWAP during the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth belowTrading Period.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. At the end of the Pricing Period the Investor shall deliver to the Company a Put Settlement Sheet. The Put Settlement Sheet shall be in the form attached hereto as Exhibit B. Subject to the satisfaction of the conditions set forth in Sections 2(E), 2.5 and 7 and 8of this Agreement, the closing of the purchase by the Investor of Shares the Securities (a "“Closing"”) shall occur on the date which is no earlier than six Trading Days following and no later than seven (7) Trading Days following the applicable Put Notice Date (each a "“Closing Date"”). Prior to On each such Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that if the Company's ’s transfer agent then is participating in The Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer ("“FAST"”) program and that the Securities are eligible for inclusion in the FAST program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities to be issued to the Investor on such date by crediting the account of the Investor's ’s prime broker (as specified by the Investor within a reasonably in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") systemDWAC service. The If the Company understands that a delay in is not DWAC eligible or the issuance of Securities beyond the Company is under DTC “chill” on such Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation the Company shall deliver to the Investor for such losspursuant to this Agreement, certificates representing the Company agrees Securities to make late payments be issued to the Investor for late issuance on such date and registered in the name of the Investor (the “Certificate”). The number of Securities (delivery of Securities after to be delivered to the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond Investor on the Closing Date, with subject to Section 2.3, will be determined by dividing the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand Put Amount by the InvestorPurchase Price. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the On such Closing Date, after receipt of confirmation of delivery of such Securities to the Investor, except that such late payments the Investor shall offset any such actual damages incurred disburse the funds constituting the Put Amount to the Company’s designated account by wire transfer of (i) immediately available funds if the Investor, and any Open Market Adjustment Amount, as set forth belowInvestor receives the Securities by 9:30 a.m. (Pacific time) or (ii) next day available funds if the Investor receives the Securities thereafter.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E2(f), 7 and 8, the closing of the purchase by the Investor of Shares (a "Closing") shall occur on the date which is no later than seven (7) Trading Days following the applicable Put Notice Date (each a "Closing Date"). Prior to each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(BSections 2(b) and 2(d). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all its commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as which shall be specified by the Investor within a reasonably sufficient time in advance of the Investor's noticeadvance) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage loss to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make pay late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond the Closing Date, with the . The Amounts being are cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make pay any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except to the extent that such late payments shall constitute payment for and offset any such actual damages incurred alleged by the Investor, and any Open Market Buy In Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E2(e), 7 and 8, the closing of the purchase by the Investor of Shares during any Pricing Period (each, a "ClosingCLOSING") shall occur on the date which is no later than seven three (73) Trading Days following the applicable Put Notice Date (each each, a "Closing DateCLOSING DATE"). Prior to each Closing Date, (Ii) the Company shall deliver to the Investor Escrow Agent pursuant to this the Escrow Agreement, annexed hereto as Exhibit C, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; Investor or deposit such Shares into the account(s) (with the Investor receiving confirmation that the Shares are in such account(s)) designated by the Investor for the benefit of the Investor and (IIii) the Investor shall deliver to the Company Escrow Agent the Purchase Price to be paid for such Shares (after receipt of confirmation of delivery of such Shares), determined as set forth in Section 2(B)aforesaid, by wire transfer. In lieu of delivering physical certificates representing the Securities Common Stock and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all its commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities Shares by crediting the account of the Investor's prime broker (as which shall be specified by the Investor within a reasonably sufficient time in advance of the Investor's noticeadvance) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system, and provide proof satisfactory to the Escrow Agent of such delivery. The Company understands that a delay in In case of electronic delivery of shares, the issuance of Securities beyond Escrow Agent with arrange with the transfer agent to transfer the shares on Closing Date could result in economic damage before transferring the Purchase Price to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulativeCompany.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, the closing of the purchase by the Investor of Shares (a "Closing") shall occur on the date which is no later than seven two (72) Trading Days following the applicable Put Notice Date end of the Pricing Period (each a the "Closing Date"). Prior to each On or before the Closing Date, (I) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(B); and (II) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonably in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below. Notwithstanding anything contained in this Section 2(G) to the contrary, the Company shall not be liable for any late payments if the late issuance of Securities (delivery of Securities after the Closing Date) was due to the Investor’s failure deliver to the Company a Put Settlement Sheet (as further described in Section 7(B) of this Agreement) on the day immediately following the end of the Pricing Period.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject On each Put Settlement Date, the Investor shall deliver to the satisfaction of Company a written document (each a “Settlement Document”) in the conditions set forth in Sections 2(E), 7 and 8, the form attached hereto as Exhibit D.The closing of the purchase by the Investor of Shares (a "“Closing"”) shall occur on the date which is no later than seven (7) three Trading Days following the applicable Put Notice Date delivery of the Settlement Document (each a "“Closing Date"”). Prior to On each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonably reasonable period in advance of the Investor's notice) with DTC The Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission ("“DWAC"”) systemsystem against payment of the total aggregate Purchase Price due to the Company from the Investor as set forth in the Settlement Document in same day funds to an account designated by the Company. No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of shares. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "“No. of Days Late" ” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, the closing of the purchase by the Investor of Shares (a "Closing") shall occur on the date which is no later than seven (7) Trading Days following the applicable Put Notice Date (each a "Closing Date"). Prior to each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically electronically, if available, transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonably in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system, or if the Company is not DWAC eligible, to deliver a paper certificate. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the ------------------------------------------------- satisfaction of the conditions set forth in Sections 2(E2(f), 7 and 8, the closing of the purchase by the Investor of Shares (a "ClosingCLOSING") shall occur on the date which is no later than seven thirteen (713) Trading Days following the applicable Put Notice Date (each a "Closing DateCLOSING DATE"). Prior to each Closing Date, (Ii) the Company shall deliver to the Investor Escrow Agent pursuant to this the Escrow Agreement, annexed hereto as Exhibit C, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; Investor or deposit such Shares into the account(s) (with the Investor receiving confirmation that the Shares are in such account(s)) designated by the Investor for the benefit of the Investor and (IIii) the Investor shall deliver to the Company Escrow Agent the Purchase Price to be paid for such Shares (after receipt of confirmation of delivery of such Shares), determined as set forth in Section 2(B)aforesaid, by wire transfer. In lieu of delivering physical certificates representing the Securities Common Stock and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all its commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities Shares by crediting the account of the Investor's prime broker (as which shall be specified by the Investor within a reasonably sufficient time in advance of the Investor's noticeadvance) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system, and provide proof satisfactory to the Escrow Agent of such delivery. The Company understands that a delay in the issuance of Securities Shares beyond the Closing Date could result in economic damage loss to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make pay late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) Shares in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days ---------------- beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NOLate Payment For Each No. OF DAYS LATE of Days Late $10,000 WORTH OF COMMON STOCK of Common Stock ------------------- -------------------------- 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make pay any payments incurred under this Section in immediately available funds upon demand by the Investordemand. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities Shares to the Investor, except to the extent that such late payments shall constitute payment for and offset any such actual damages incurred alleged by the Investor, and any Open Market Buy In Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E2(f), 7 and 8, the closing of the purchase by the Investor of Shares (a "Closing") shall occur on the date which is no later than seven (7) Trading Days following the applicable Put Notice Date (each a "Closing Date"). Prior to each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(BSections 2(b) and 2(d). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all its commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as which shall be specified by the Investor within a reasonably sufficient time in advance of the Investor's noticeadvance) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage loss to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make pay late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond the Closing Date, with the . The Amounts being are cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE XXXX XXXX PAYMENT FOR EACH $10,000 WORTH OF COMMON STOCK 1 $100 0 2 $200 0 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make pay any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except to the extent that such late payments shall constitute payment for and offset any such actual damages incurred alleged by the Investor, and any Open Market Buy In Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E)2.5, 7 and 88 of this Agreement, at the end of the Pricing Period, the closing Purchase Price shall be established and the number of Put Shares shall be delivered for a particular Put. In the event that (i) the lowest volume-weighted average price (the “VWAP”) of the purchase Company’s Common Stock for any given trading day during the ten (10) trading days following a Put Notice (the “Trading Period”) is less than 80% of the Market Price used to determine the Purchase Price in connection with the Put and (ii) as of the end of such Trading Period, the Investor holds Shares issued pursuant to such Put Notice (the “Trading Period Shares”), then the Company shall issue such additional Shares, on the Trading Day immediately following the Trading Period, as may be necessary to adjust the Purchase Price for that portion of the Put represented by the Investor Trading Period Shares to equal the lowest VWAP during the Trading Period. The Closing of Shares (a "Closing") Put shall occur on upon the date which is no later than seven (7) first Trading Days Day following the receipt and approval by Investor's broker of the Put Shares, whereby the Company shall have caused the Transfer Agent to electronically transmit, prior to the applicable Closing Date, the applicable Put Notice Date (each a "Closing Date"). Prior to each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonably in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The Company understands that a delay Investor shall deliver the Investment Amount specified in the issuance Put Notice by wire transfer of Securities beyond immediately available funds to an account designated by the Closing Date could result in economic damage to Company if the aforementioned receipt and approval are confirmed before 9:30 AM EST or on the following Trading day if receipt and approval by the Investor's Broker is made after 9:30 AM EST("Closing Date" or "Closing"). After the Effective DateIn addition, as compensation on or prior to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond the Closing Date, with each of the Amounts being cumulativeCompany and Investor shall deliver to each other all documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, the closing of the purchase by the Investor of Shares (a "Closing") shall occur on the date which is no later than seven (7) Trading Days following the applicable Put Notice Date (each a "Closing Date"). Prior to each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section Sections 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonably in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Repurchase Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, the closing of the purchase by the Investor of Shares (a "Closing") shall occur on the date which is no later than seven (7) Trading Days following the applicable Put Notice Date (each a "Closing Date"). Prior to each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section Sections 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonably in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Repurchase Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, the closing of the purchase by the Investor of Shares (a "Closing") shall occur on the date which is no later than seven (7) Trading Days following the applicable Put Notice Date (each a "Closing Date"). Prior to each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonably in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, the closing of the purchase by the Investor of Shares (a "Closing") shall occur on the date which is no later than seven (7) Trading Days following the applicable Put Notice Date (each a "Closing Date"). Prior to each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonably in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, the closing of the purchase by the Investor of Shares (a "Closing") shall occur on the date which is no later than seven (7) Trading Days following the applicable Put Notice Date (each a "Closing Date"). Prior to each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's The Company may transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to shares electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonably in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, the The closing of the purchase by the Investor of Shares (a "“Closing"”) shall occur on the date which is no later than seven ten (710) Trading Days following the applicable Put Notice Date (each a "“Closing Date"”). Prior to On each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's ’s transfer agent then is participating in The Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer ("“FAST"”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's ’s prime broker (as specified by the Investor within a reasonably reasonable period in advance of the Investor's ’s notice) with DTC through its Deposit Withdrawal Agent Commission ("“DWAC"”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "“No. of Days Late" ” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's ’s right to pursue actual damages for the Company's ’s failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, the closing of the purchase by the Investor of Shares (a "Closing") shall occur on the date which is no later than seven eight (7) 8) Trading Days following the applicable Put Notice Date (each a "Closing Date"). Prior to each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonably in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E2(f), 7 and 8, the closing of the purchase by the Investor of Shares or the Investor deeming a Put closed (a "Closing") shall occur on the date which is no later than seven (7) Trading Days following the applicable Put Notice Date or when the Investor deems a Put closed (each a "Closing Date"). Prior to each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(BSections 2(b) and 2(d). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all its commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as which shall be specified by the Investor within a reasonably sufficient time in advance of the Investor's noticeadvance) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage loss to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make pay late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond the Closing Date, with the . The Amounts being are not cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make pay any payments incurred under this Section in immediately available funds upon demand by the Investordemand. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except to the extent that such late payments shall constitute payment for and offset any such actual damages incurred alleged by the Investor, and any Open Market Buy In Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E)2.6, 7 and 88 of this Agreement, the closing of the purchase by the Investor of Shares the Securities (a "“Closing"”) shall occur on the date which is no later than seven (7) Trading Days following the applicable Put Notice Date (each a "“Closing Date"”). Prior to each Closing Date, (I) provided that, the Company shall deliver has delivered to the Investor pursuant to this Agreement, certificates representing the Shares Securities to be issued to the Investor on such date and registered in the name of the Investor; Investor (the “Certificate”), and (II) the Certificate is cleared for trading prior to 12:00 pm Eastern Time on such date. If the Certificate is delivered and cleared for trading after 12:00 pm Eastern Time on a Trading Day, the Closing shall occur on the next Trading Day. On the Closing Date, the Investor shall deliver to the Company the Purchase Price Amount to be paid for such SharesSecurities. The Purchase Amount shall be net of brokerage deposit costs and transfer agent fees, determined as set forth in Section 2(Bwhich shall be deducted from the Purchase Amount before distributing the net proceeds to the Company (“Deposit Fees”), and such Deposit Fees shall be detailed on the Drawdown Settlement Sheet. In lieu of delivering physical certificates representing the Securities and provided that the Company's ’s transfer agent then is participating in The Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer ("“FAST"”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's ’s prime broker (as specified by the Investor within a time reasonably in advance of the Investor's ’s notice) with DTC through its Deposit Withdrawal Agent Commission At Custodian ("“DWAC"”) system. The Company understands that a delay in If the issuance of Securities beyond Company’s stock price falls lower than the Closing Purchase Price on any trading day between the Drawdown Notice Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond and the Closing Date, with Investor may, at Investor’s discretion, reprice the Amounts being cumulativeDrawdown based on the new low and the Company shall, in its sole discretion, either issue additional shares of Common Stock (“Makeup Shares”) to cover the difference or withdraw the Drawdown Notice.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E2(f), 7 and 8, the closing of the purchase by the Investor of Shares (a "Closing") shall occur on the date which is no later than seven (7) Trading Days following the applicable Put Notice Date (each a "Closing Date"). Prior to each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(BSections 2(b) and 2(d). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all its commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as which shall be specified by the Investor within a reasonably sufficient time in advance of the Investor's noticeadvance) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage loss to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make pay late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond the Closing Date, with the . The Amounts being are cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.):

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, the closing of the purchase by the Investor of Shares (a "Closing") shall occur on the date which is no later than seven (7) Trading Days following the applicable Put Notice Date (each a "Closing Date"). Prior to each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonably in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(B). The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E2(f), 7 and 8, the closing of the purchase by the Investor of Shares during any Pricing Period (each, a "ClosingCLOSING") shall occur on the date which is no later than seven thirteen (713) Trading Days following the applicable Put Notice Date (each each, a "Closing DateCLOSING DATE"). Prior to each Closing Date, (Ii) the Company shall deliver to the Investor Escrow Agent pursuant to this the Escrow Agreement, annexed hereto as Exhibit C, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; Investor or deposit such Shares into the account(s) (with the Investor receiving confirmation that the Shares are in such account(s)) designated by the Investor for the benefit of the Investor and (IIii) the Investor shall deliver to the Company Escrow Agent the Purchase Price to be paid for such Shares (after receipt of confirmation of delivery of such Shares), determined as set forth in Section 2(B)aforesaid, by wire transfer. In lieu of delivering physical certificates representing the Securities Common Stock and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all its commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities Shares by crediting the account of the Investor's prime broker (as which shall be specified by the Investor within a reasonably sufficient time in advance of the Investor's noticeadvance) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system, and provide proof satisfactory to the Escrow Agent of such delivery. The Company understands that a delay in the issuance of Securities Shares beyond the Closing Date could result in economic damage loss to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make pay late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) Shares in accordance with the following schedule (where "NoNO. of Days LateOF DAYS LATE" is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make pay any payments incurred under this Section in immediately available funds upon demand by the Investordemand. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities Shares to the Investor, except that such late payments shall constitute payment for and offset any such actual damages incurred alleged by the Investor, and including any Open Market Buy In Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, the closing of the purchase by the Investor of Shares (a "Closing") shall occur on the date which is no later than seven (7) Trading Days following the applicable Put Notice Date (each a "Closing Date"). Prior to each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonably reasonable time in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission At Custodian ("DWAC") system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $$ 100 2 $$ 200 3 $$ 300 4 $$ 400 5 $$ 500 6 $$ 600 7 $$ 700 8 $$ 800 9 $$ 900 10 $$ 1,000 Over 10 $$ 1,000 + $$ 200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, the closing of the purchase by the Investor of Shares (a "Closing") shall occur on the date which is no later than seven (7) Trading Days following the applicable Put Notice Date (each a "Closing Date"). Prior to each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonably in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days ------------------------------------------------------------------------------- The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, the closing of the purchase by the Investor of Shares (a "Closing") shall occur on the date which is no later than seven (7) Trading Days following the applicable Put Notice Date (each a "Closing Date"). Prior to each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonably in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $$ 50 2 $ 100 2 $3 $ 150 4 $ 200 3 $5 $ 250 6 $ 300 4 $7 $ 350 8 $ 400 5 $9 $ 450 10 $ 500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 500 + $200 100 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, the closing of the purchase by the Investor of Shares (a "Closing") shall occur on the date which is no later than seven two (72) Trading Days following the applicable Put Notice Date end of the Pricing Period (each a the "Closing Date"). Prior to each On or before the Closing Date, (I) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(B); and (II) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonably in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE COMMON STOCK $10,000 WORTH OF COMMON STOCK 1 $$ 100 2 $$ 200 3 $$ 300 4 $$ 400 5 $$ 500 6 $$ 600 7 $$ 700 8 $$ 800 9 $$ 900 10 $$ 1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below. Notwithstanding anything contained in this Section 2(G) to the contrary, the Company shall not be liable for any late payments if the late issuance of Securities (delivery of Securities after the Closing Date) was due to the Investor’s failure deliver to the Company a Put Settlement Sheet (as further described in Section 7(B) of this Agreement) on the day immediately following the end of the Pricing Period.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, the The closing of the purchase by the Investor of Shares (a "“Closing"”) shall occur on the date which is no later than seven five (75) Trading Days following the applicable Put Notice Date (each a "“Closing Date"”). Prior to On each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's ’s transfer agent then is participating in The Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer ("“FAST"”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's ’s prime broker (as specified by the Investor within a reasonably reasonable period in advance of the Investor's ’s notice) with DTC through its Deposit Withdrawal Agent Commission ("“DWAC"”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "“No. of Days Late" ” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days PHI GROUP INVESTMENT AGREEMENT MARCH 2017 5 The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's ’s right to pursue actual damages for the Company's ’s failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, the The closing of the purchase by the Investor of Shares (a "“Closing"”) shall occur on the date which is no later than seven five (75) Trading Days following the applicable Put Notice Date (each a "“Closing Date"”). Prior to On each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's ’s transfer agent then is participating in The Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer ("“FAST"”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's ’s prime broker (as specified by the Investor within a reasonably reasonable period in advance of the Investor's ’s notice) with DTC through its Deposit Withdrawal Agent Commission ("“DWAC"”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "“No. of Days Late" ” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days AZURE.PHIL.INVESTMENT.AGREEMENT.AUGUST.2017 The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's ’s right to pursue actual damages for the Company's ’s failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, the closing of the purchase by the Investor of Shares (a "Closing") shall occur on the date which is no later than seven (7) Trading Days following the applicable Put Notice Date (each a "Closing Date"). Prior to each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonably in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.):

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 82.4.1 through 2.4.5, the closing of the purchase by the Investor of Shares (a "Closing") shall occur on the date which is no later than seven (7) Trading Days following the applicable Put Notice Date (each a "Closing Date"). Prior to each Closing Date, (Ii) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (IIii) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(B)Sections 2.2 and 2.4. In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all its commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as which shall be specified by the Investor within a reasonably sufficient time in advance of the Investor's noticeadvance) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage loss to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make pay late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond the Closing Date, with the . The Amounts being are cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make pay any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except to the extent that such late payments shall constitute payment for and offset any such actual damages incurred alleged by the Investor, and any Open Market Buy In Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections Section 2(E), 7 and 8, the closing of the purchase by the Investor of Shares (a "“Closing"”) shall occur on the date which is no later than seven (7) Trading Days following the applicable Put Notice Date (each a "“Closing Date"”). Prior to On each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer ("“FAST"”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonably reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission ("“DWAC"”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "“No. of Days Late" ” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, the closing of the purchase by the Investor of Shares (a "Closing") shall occur on the date which is no later than seven (7) Trading Days following the applicable Put Notice Date (each a "Closing Date"). Prior to each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonably in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, the closing of the purchase by the Investor of Shares (a "Closing") shall occur on the date which is no later than seven five (75) Trading Days following the last day in the Pricing Period of applicable Put Notice Date (each a "Closing Date"). Prior to each Closing Date, (I) within two (2) Trading Days of the end of a Pricing Period, the Investor will notify the Company of the number of shares to be delivered to the Investor; and (II) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor within three (3) Trading days of the Put Settlement sheet (hereto attached as Exhibit D) being delivered to the Company by the Investor; and (IIIII) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(B)) promptly upon receipt of the Shares from the Company. In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonably reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days Trading Days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E2(f), 7 and 8, the closing of the purchase by the Investor of Shares (a "Closing") shall occur on the date which is no later than seven (7) Trading Days following the applicable Put Notice Date (each a "Closing Date"). Prior to each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(BSections 2(b) and 2(d). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all its commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as which shall be specified by the Investor within a reasonably sufficient time in advance of the Investor's noticeadvance) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") systemsystem provided that the shares have been sold and the Investor has complied with all applicable securities laws in connection with such sale, including, without limitation, the prospectus delivery requirements. The Company shall file a 424 (b) (3) that shall cover the resale of the Securities. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage loss to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make pay late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond the Closing Date, with the . The Amounts being are cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make pay any payments incurred under this Section in immediately available funds upon written demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except to the extent that such late payments shall constitute payment for and offset any such actual damages incurred alleged by the Investor, and any Open Market Buy In Adjustment Amount. Notwithstanding the foregoing to the contrary, the Company shall not be liable for any late payments under this Section 2(H) if such failure is due to causes reasonably beyond the Company's control, including fire, flood, strikes, labor troubles or other industrial disturbances, riots and insurrections, war and acts of terrorism. Upon the occurrence of such a force majeure event, the Company shall promptly notify the Investor with as set forth belowmuch detail as possible and shall promptly inform the Investor of any further developments. Immediately after the cause is removed, the Company shall perform its obligations with all due speed.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, the The closing of the purchase by the Investor of Shares (a "“Closing"”) shall occur on the date which is no later than seven (7) Trading Days following the applicable Put Notice Date (each a "“Closing Date"”). Prior to On each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's ’s transfer agent then is participating in The Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer ("“FAST"”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's ’s prime broker (as specified by the Investor within a reasonably reasonable period in advance of the Investor's ’s notice) with DTC through its Deposit Withdrawal Agent Commission ("“DWAC"”) system. The Company understands that a delay in the issuance of the Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of the Securities (delivery of the Securities after the applicable Closing Date) in accordance with the following schedule (where "“No. of Days Late" ” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's ’s right to pursue actual damages for the Company's ’s failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, the closing of the purchase by the Investor of Shares (a "Closing") shall occur on the date which is no later than seven (7) Trading Days following the applicable Put Notice Date (each a "Closing Date"). Prior to each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section Sections 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonably in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E2(f), 7 and 8, the closing of the purchase by the Investor of Shares (a "Closing") shall occur on the date ------- which is no later than seven (7) Trading Days following the applicable Put Notice Date (each a "Closing Date"). Prior to each Closing Date, (I) the Company shall ------------ deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(B)accordance with the terms of this Agreement. In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated --- Securities Transfer ("FAST") program, upon request of the Investor, the Company ---- shall use all its commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as which shall be specified by the Investor within a reasonably sufficient time in advance of the Investor's noticeadvance) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. ---- The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage loss to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make pay late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading -------------- days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK ------------------- -------------------------- 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make pay any payments incurred under this Section in immediately available funds upon demand by the Investordemand. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except to the extent that such late payments shall constitute payment for and offset any such actual damages incurred alleged by the Investor, and any Open Market Buy In Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E2(f), 7 and 8, the closing of the purchase by the Investor of Shares (a "Closing") shall occur on the date which is no later than seven (7) Trading Days following the applicable Put Notice Date (each a "Closing Date"). Prior to each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(BSections 2(b) and 2(d). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all its commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as which shall be specified by the Investor within a reasonably sufficient time in advance of the Investor's noticeadvance) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage loss to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make pay late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond the Closing Date, with the . The Amounts being are cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $$ 100 2 $$ 200 3 $$ 300 4 $$ 400 5 $$ 500 6 $$ 600 7 $$ 700 8 $$ 800 9 $$ 900 10 $1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make pay any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except to the extent that such late payments shall constitute payment for and offset any such actual damages incurred alleged by the Investor, and any Open Market Buy In Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, the The closing of the purchase by the Investor of Shares (a "“Closing"”) shall occur on the date which is no later than seven five (75) Trading Days following the applicable Put Notice Date (each a "“Closing Date"”). Prior to On each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer ("“FAST"”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit tra nsmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonably reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission ("“DWAC"”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "“No. of Days Late" ” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, the The closing of the purchase by the Investor of Shares (a "“Closing"”) shall occur on the date which is no later than seven five (75) Trading Days following the applicable Put Notice Date (each a "“Closing Date"”). Prior to On each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's ’s transfer agent then is participating in The Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer ("“FAST"”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's ’s prime broker (as specified by the Investor within a reasonably reasonable period in advance of the Investor's ’s notice) with DTC through its Deposit Withdrawal Agent Commission ("“DWAC"”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "“No. of Days Late" ” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.days

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E)2.6, 7 and 88 of this Agreement, the closing of the purchase of the Securities by the Investor of Shares (a "“Closing"”) shall occur on the date which is no later than seven (7) Trading Days following the applicable Put Notice Date (each a "“Closing Date"”). Prior to each Closing Date, (I) provided that, the Company shall deliver has delivered to the Investor pursuant to this Agreement, certificates representing the Shares Securities to be issued to the Investor on such date and registered in the name of the Investor (the “Certificate”), together with any supporting documentation reasonably necessary to allow the Certificate to be cleared for trading prior to 12:00 pm Eastern Time on such date. If the Certificate is delivered for trading after 12:00 pm Eastern Time on a Trading Day, the Closing shall occur on the next Trading Day. If the Investor notifies the Company of a deficiency in delivery within four business days of receiving such delivery, a Closing will be delayed by single consecutive Trading Days until such deficiency is cured. If, after the expiration of the four business day period, the Investor is notified of a deficiency in the delivery and/or the need of additional documentation to allow the Certificate to be cleared for trading, upon notification from the Investor of the deficiency and/or necessary additional documentation, the Company agrees to use its commercially reasonable efforts to ensure that such deficiency is cured and all additional documentation is delivered to the Investor; and (II) . On the Closing Date, the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(B)Securities. In lieu of delivering physical certificates representing the Securities and provided that the Company's ’s transfer agent then is participating in The Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer ("“FAST"”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's ’s prime broker (as specified by the Investor within a time reasonably in advance of the Investor's notice’s Drawdown Notice) with DTC through its Deposit Withdrawal Agent Commission ("“DWAC"”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, the The closing of the purchase by the Investor of Shares (a "“Closing"”) shall occur on the date which is no later than seven ten (710) Trading Days following the applicable Put Notice Date (each a "“Closing Date"”). Prior to On each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer ("“FAST"”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonably reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission ("“DWAC"”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "“No. of Days Late" ” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 8 and 89, the closing of the purchase by the Investor of Shares (a "“Closing"”) shall occur on the date which is no later than seven (7) Trading Days following the applicable Put Notice Date end of the Pricing Period (each a "the “Closing Date"”). Prior to each On or before the Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities ; and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC"II) Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's ’s prime broker (as specified by the Investor within a reasonably in advance of the Investor's noticeClosing Date) with DTC through its Deposit Withdrawal Agent Commission ("“DWAC"”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "“No. of Days Late" ” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 days late $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below. Notwithstanding anything contained in this Section 2(G) to the contrary, the Company shall not be liable for any late payments if the late issuance of Securities (delivery of Securities after the Closing Date) was due to the Investor’s failure deliver to the Company a Put Settlement Sheet (as further described in Section 7(B) of this Agreement) on the day immediately following the end of the Pricing Period.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E2(e), 7 and 8, the closing of the purchase by the Investor of Shares (a "Closing") shall occur on the date which is no later than seven (7) Trading Days following the applicable Put Notice Date (each a "Closing Date"). Prior to each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(BSections 2(b) and 2(d). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all its commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as which shall be specified by the Investor within a reasonably sufficient time in advance of the Investor's noticeadvance) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage loss to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make pay late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond the Closing Date, with the . The Amounts being are cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make pay any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except to the extent that such late payments shall constitute payment for and offset any such actual damages incurred alleged by the Investor, and any Open Market Buy In Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject On each Put Settlement Date, the Investor shall deliver to the satisfaction of Company a written document (each a “Settlement Document”) in the conditions set forth in Sections 2(E), 7 and 8, the form attached hereto as Exhibit D.The closing of the purchase by the Investor of Shares (a "“Closing"”) shall occur on the date which is no later than seven (7) three Trading Days following the applicable Put Notice Date delivery of the Settlement Document (each a "“Closing Date"”). Prior to On each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonably reasonable period in advance of the Investor's notice) with DTC The Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission ("“DWAC"”) systemsystem against payment of the total aggregate Purchase Price due to the Company from the Investor as set forth in the Settlement Document in same day funds to an account designated by the Company. No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of shares. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "“No. of Days Late" ” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $$ 100 2 $$ 200 3 $$ 300 4 $$ 400 5 $$ 500 6 $$ 600 7 $$ 700 8 $$ 800 9 $$ 900 10 $1,000 $ 1000 Over 10 $$ 1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.days

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, the closing of the purchase by the Investor of Shares (a "Closing") shall occur on the date which is no later than seven (7) Trading Days following the applicable Put Notice Date (each a "Closing Date"). Prior to each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonably in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 + $200 for each Business Day late Late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, the closing of the purchase by the Investor of Shares (a "Closing") shall occur on the date which is no later than seven (7) Trading Days following the applicable Put Notice Date (each a "Closing Date"). Prior to each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section Sections 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonably in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late makelate payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.):

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, the closing of the purchase by the Investor of Shares (a "Closing") shall occur on the date which is no later than seven (7) Trading Days following the applicable Put Notice Date (each a "Closing Date"). Prior to each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonably reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $$ 100 2 $$ 200 3 $$ 300 4 $$ 400 5 $$ 500 6 $$ 600 7 $$ 700 8 $$ 800 9 $$ 900 10 $$ 1,000 Over 10 $$ 1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E2(f), 7 and 8, the closing of the purchase by the Investor of Shares or the Investor deeming a Put closed (a "Closing") shall occur on the date which is no later than seven (7) Trading Days following the applicable Put Notice Date for each traunche or when the Investor deems a Put closed (each a "Closing Date"). Prior to On each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(BSections 2(b) and 2(d). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Company may use the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its program through it's transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as which shall be specified by the Investor within in a reasonably sufficient time in advance of the Investor's noticeadvance) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. After receipt of confirmation of delivery of Shares to the Investor, the Investor, by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company, will disburse the funds constituting the Purchase Amount. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage loss to the Investor. After the Effective DateDate and as long as the Company receives the Put Settlement Sheet (Exhibit G) on or before 8:00 AM eastern on the day following the end of the Pricing Period, as compensation to the Investor for such loss, the Company agrees to make pay late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond the Closing Date, with the . The Amounts being are not cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE Late Payment for Each $10,000 WORTH OF COMMON STOCK 1 $100 of Number of Days Late Common Stock 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 + $200 for each Business Day business day late beyond 10 11 days The Company shall make pay any payments incurred under this Section in immediately available funds upon demand by the Investordemand. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except to the extent that such late payments shall constitute payment for and offset any such actual damages incurred alleged by the Investor, and any Open Market Buy In Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, the The closing of the purchase by the Investor of Shares (a "“Closing"”) shall occur on the date which is no later than seven five (75) Trading Days following the applicable Put Notice Date (each a "“Closing Date"”). Prior to On each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer ("“FAST"”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonably reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission ("“DWAC"”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "“No. of Days Late" ” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.days

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, the closing of the purchase by the Investor of Shares (a "Closing") shall occur on the date which is no later than seven (7) Trading Days following the applicable Put Notice Date (each a "Closing Date"). Prior On or prior to each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(BSections 2(b). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all its commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as which shall be specified by the Investor within a reasonably sufficient time in advance of the Investor's noticeadvance) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage loss to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make pay late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond three Trading Days after the Closing Date, with the . The Amounts being are cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days day The Company shall make pay any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except to the extent that such late payments shall constitute payment for and offset any such actual damages incurred alleged by the Investor, and any Open Market Buy In Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, the closing of the purchase by the Investor of Shares (a "“Closing"”) shall occur on the date which is no later than seven (7) Trading Days following the applicable Put Notice Date (each a "“Closing Date"”). Prior to each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's ’s transfer agent then is participating in The Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer ("“FAST"”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's ’s prime broker (as specified by the Investor within a reasonably in advance of the Investor's ’s notice) with DTC through its Deposit Withdrawal Agent Commission ("“DWAC"”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "“No. of Days Late" ” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $$ 100 2 $$ 200 3 $$ 300 4 $$ 400 5 $$ 500 6 $$ 600 7 $$ 700 8 $$ 800 9 $$ 900 10 $$ 1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's ’s right to pursue actual damages for the Company's ’s failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, the closing of the purchase by the Investor of Shares (a "Closing") shall occur on the date which is no later than seven (7) Trading Days following the applicable Put Notice Date (each a "Closing Date"). Prior to each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonably in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NOEACHNO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, the closing of the purchase by the Investor of Shares (a "Closing") shall occur on the date which is no later than seven (7) Trading Days following the applicable Put Notice Date (each a "Closing Date"). Prior to each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonably reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, the closing of the purchase by the Investor of Shares (a "Closing") shall occur on the date which is no later than seven ten (710) Trading Days following the applicable Put Notice Date (each a "Closing Date"). Prior to each Closing Date, (I) within five (5) Trading Days, the Investor will notify the Company of the number of shares to be delivered to the Investor; and (II) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the InvestorInvestor within eight Trading (8) days of the Put Notice Date; and (IIIII) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(B)) within seven (7) Trading days. In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonably reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days Trading Days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NOAxiologix Education CorporationINVESTMENT.AGREEMENT.May.2010. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, the closing of the purchase by the Investor of Shares (a "Closing") shall occur on the date which is no later than seven (7) Trading Days following the applicable Put Notice Date (each a "Closing Date"). Prior to each Closing Date, (I) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(B); and (II) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the . The Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's may electronically transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonably in advance of the Investor's Put notice) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Put Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, the The closing of the purchase by the Investor of Shares (a "“Closing"”) shall occur on the date which is no later than seven five (75) Trading Days following the applicable Put Notice Date (each a "“Closing Date"”). Prior to On each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer ("“FAST"”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonably reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission ("“DWAC"”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "“No. of Days Late" ” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, the closing of the purchase by the Investor of Shares (a "Closing") shall occur on the date which is no later than seven ten (710) Trading Days following the applicable Put Notice Date (each a "Closing Date"). Prior to each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the InvestorInvestor within eight (8) days of the Put Notice Date; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonably reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $$ 100 2 $$ 200 3 $$ 300 4 $$ 400 5 $$ 500 6 $$ 600 7 $$ 700 8 $$ 800 9 $$ 900 10 $$ 1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E2(f), 7 and 8, the closing of the purchase by the Investor of Shares or the Investor deeming a Stock Sale closed (a "Closing") shall occur on the date which is no later than seven (7) Trading Days following the applicable Put Notice Stock Sale Date or when the Investor deems a Stock Sale closed (each a "Closing Date"). Prior to each Closing Date, (I) the Company shall deliver to the Investor pursuant to the this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(BSections 2(b) and 2(d). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all its commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as which shall be specified by the Investor within a reasonably sufficient time in advance of the Investor's noticeadvance) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage loss to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make pay late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make pay any payments incurred under this Section in immediately available funds upon demand by the Investordemand. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except to the extent that such late payments shall constitute payment for and offset any such actual damages incurred alleged by the Investor, and any Open Market Buy In Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 82.4.1 through 2.4.5, the closing of the purchase by the Investor of Shares (a "Closing") shall occur on the date which is no later than seven (7) Trading Days following the applicable Put Notice Date (each a "Closing Date"). Prior to each Closing Date, (Ii) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (IIii) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(B)Sections 2.2 and 2.4. In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") programSecurities, upon request of the Investor, the Company shall use all its commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as which shall be specified by the Investor within a reasonably sufficient time in advance of the Investor's noticeadvance) with DTC The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program through its Deposit Withdrawal Agent Commission ("DWAC") system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage loss to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make pay late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond the Closing Date, with the . The Amounts being are cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make pay any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except to the extent that such late payments shall constitute payment for and offset any such actual damages incurred alleged by the Investor, and any Open Market Buy In Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, the closing of the purchase by the Investor of Shares (a "Closing") shall occur on the date which is no later than seven (7) Trading Days following the applicable Put Notice Date (each a "Closing Date"). Prior to each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonably in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, the closing of the purchase by the Investor of Shares (a "Closing") shall occur on the date which is no later than seven (7) Trading Days following the applicable Put Notice Date (each a "Closing Date"). Prior to each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonably in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.. HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, the closing of the purchase by the Investor of Shares (a "Closing") shall occur on the date which is no later than seven (7) Trading Days following the applicable Put Notice Date (each a "Closing Date"). Prior to each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonably reasonable time in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system, provided the Company and the Company’s transfer agent participates in the DWAC system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, the each closing of the a purchase by the Investor of Shares (a "“Closing"”) shall occur on the a date which is no earlier than the first Trading Day following the applicable Pricing Period and no later than seven ten (710) Trading Days following the applicable Put Notice Date (each a "“Closing Date"”). Prior On or prior to each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) after receipt of confirmation of delivery of such Securities to the Investor, the Investor shall deliver to the Company the Purchase Price to be paid for such SharesShares by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. Notwithstanding the foregoing clause (I), determined as set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's ’s transfer agent then is participating in The Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer ("“FAST"”) program, upon request of the Investor, the Company Company, in lieu of delivering physical certificates representing the Securities, shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's ’s prime broker (as specified by the Investor within a reasonably reasonable period of time in advance of the Investor's notice’s request) with DTC through its Deposit Withdrawal Agent Commission ("“DWAC"”) system. The number of Shares to be put to the Investor and the Purchase Price to be paid by the Investor for the Shares at any Closing shall be determined based on the applicable Put Amount, any withdrawals by the Company of any portion of the applicable Put Amount pursuant to Section 2(C), and the applicable Pricing Period, and shall be set forth on a Put Settlement Sheet in the form attached hereto as Exhibit D. The number of Shares to be put to the Investor at a particular Closing shall equal the quotient of the applicable Put Amount divided by the applicable Purchase Price, rounded to the nearest whole Share. The Company understands that a delay in the issuance of any Securities beyond the applicable Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such lossactual losses, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) up to the amounts determined in accordance with the following schedule (where "“No. of Days Late" is defined as ” represents the number of trading days beyond Trading Days after the applicable Closing DateDate that the Securities are actually delivered, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 PURCHASE PRICE 3 $$ 300 4 $$ 400 5 $$ 500 6 $$ 600 7 $$ 700 8 $$ 800 9 $$ 900 10 $$ 1,000 Over 10 $1,000 + $200 for each Business Trading Day late beyond after 10 days The Company shall make any payments incurred under this Section 2(G) in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's ’s right to pursue actual damages in excess of the amounts provided for herein for the Company's ’s failure to issue and deliver the Securities to the InvestorInvestor or for any Open Market Adjustment Amount; provided, except that such late payments that, any amounts paid by the Company pursuant to this Section 2(G) shall offset any such actual damages incurred by the Investor, and any and/or Open Market Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, the The closing of the purchase by the Investor of Shares (a "“Closing"”) shall occur on the date which is no later than seven five (75) Trading Days following the applicable Put Notice Date (each a "“Closing Date"”). Prior to On each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer ("“FAST"”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonably reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission ("“DWAC"”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "“No. of Days Late" ” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.Business

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, the closing of the purchase by the Investor of Shares (a "Closing") shall occur on the date which is no later than seven (7) Trading Days following the applicable Put Notice Date (each a "Closing Date"). Prior to each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonably reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, the closing of the purchase by the Investor of Shares (a "Closing") shall occur on the date which is no later than seven (7) Trading Days following the applicable Put Notice Date (each a "Closing Date"). Prior to each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonably in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $$ 100 2 $$ 200 3 $$ 300 4 $$ 400 5 $$ 500 6 $$ 600 7 $$ 700 8 $$ 800 9 $$ 900 10 $$ 1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below. Notwithstanding, the Company shall not be liable for any late payments pursuant to this section in the event that the delay in the issuance of the Securities is as a result of actions by the Investor or outside of the control of the Company.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E2(e), 7 and 8, the closing of the purchase by the Investor of Shares (a "Closing") shall occur on the date which is no later than seven (7) Trading Days following the applicable Put Notice Date (each a "Closing Date"). Prior to each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(BSections 2(b) and 2(d). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all its commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as which shall be specified by the Investor within a reasonably sufficient time in advance of the Investor's noticeadvance) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage loss to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make pay late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond the Closing Date, with the . The Amounts being are cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make pay any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except to the extent that such late payments shall constitute payment for and offset any such actual damages incurred alleged by the Investor, and any Open Market Buy In Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 7, and 8, the closing of the purchase by the Investor of Shares Securities pursuant to a Put (a "“Closing"”) shall occur on the date which is no later than seven five (75) Trading Days following the applicable Put Notice Date (each a "“Closing Date"”). Prior to or on each Closing Date, (I) the Investor shall deliver to the Company the Purchase Price to be paid for such Securities, and (II) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares Securities to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities Securities, and provided that the Company's ’s transfer agent is then is participating in The the Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer ("“FAST"”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's ’s prime broker (as specified by the Investor within a reasonably in advance of the Investor's ’s notice) with DTC through its Deposit Withdrawal Agent Commission ("“DWAC"”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "“No. of Days Late" ” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 + $200 for each fo reach Business Day late beyond 10 days Provided, however, that the Company shall not be liable for, and shall not be required to make late payment for, any loss that results from a delay in the issuance of Securities caused by the Investor, the Investor’s broker-dealer and/or prime broker, or DTC. The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's ’s right to pursue actual damages for the Company's ’s failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, the The closing of the purchase by the Investor of Shares (a "“Closing"”) shall occur on the date which is no later than seven ten (710) Trading Days following the applicable Put Notice Date (each a "“Closing Date"”). Prior to On each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer ("“FAST"”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonably reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission ("“DWAC"”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "“No. of Days Late" ” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.days

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E)2.6, 7 and 88 of this Agreement, the closing of the purchase of the Securities by the Investor of Shares (a "“Closing"”) shall occur on the date which is no later than seven (7) Trading Days following the applicable Put Notice Date (each a "“Closing Date"”). Prior to each Closing Date, (I) provided that, the Company shall deliver has delivered to the Investor pursuant to this Agreement, certificates representing the Shares Securities to be issued to the Investor on such date and registered in the name of the Investor; and Investor (II) the “Certificate”), together with any supporting documentation reasonably necessary to allow the Certificate to be cleared for trading prior to 12:00 pm Eastern Time on such date. If the Certificate is delivered for trading after 12:00 pm Eastern Time on a Trading Day, the Closing shall occur on the next Trading Day. If the Investor shall deliver notifies the Company of a deficiency in delivery within four business days of receiving such delivery, a Closing will be delayed by single consecutive Trading Days until such deficiency is cured. If, after the expiration of the four business day period, the Investor is notified of a deficiency in the delivery and/or the need of additional documentation to allow the Certificate to be cleared for trading, upon notification from the Investor of the deficiency and/or necessary additional documentation, the Company agrees to use its commercially reasonable efforts to ensure that such deficiency is cured and all additional documentation is delivered to the Investor. Upon receipt of the Securities, the Investor will pay the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(B)Price. In lieu of delivering physical certificates representing the Securities and provided that the Company's ’s transfer agent then is participating in The Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer ("“FAST"”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's ’s prime broker (as specified by the Investor within a time reasonably in advance of the Investor's notice’s Drawdown Notice) with DTC through its Deposit Withdrawal Agent Commission ("“DWAC"”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, the closing of the purchase by the Investor of Shares (a "Closing") shall occur on the date which is no later than seven (7) Trading Days following the applicable Put Notice Date (each a "Closing Date")) as noted on the Put Notice. Prior to each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonably in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $$ 100 2 $$ 200 3 $$ 300 4 $$ 400 5 $$ 500 6 $$ 600 7 $$ 700 8 $$ 800 9 $$ 900 10 $$ 1,000 Over 10 $$ 1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, the The closing of the purchase by the Investor of Shares (a "“Closing"”) shall occur on the date which is no later than seven five (75) Trading Days following the applicable Put Notice Date (each a "“Closing Date"”). Prior to On each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer ("“FAST"”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonably reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission ("“DWAC"”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "“No. of Days Late" ” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days BLUU.INVESTMENT AGREEMENT.SEPTEMBER.2013 The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, the closing of the purchase by the Investor of Shares (a "Closing") shall occur on the date which is no later than seven (7) Trading Days following the applicable Put Notice Date end of the Pricing Period (each a the "Closing Date"). Prior to each On or before the Closing Date, (I) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(B); and (II) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonably in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below. Notwithstanding anything contained in this Section 2(G) to the contrary, the Company shall not be liable for any late payments if the late issuance of Securities (delivery of Securities after the Closing Date) was due to the Investor’s failure deliver to the Company a Put Settlement Sheet (as further described in Section 7(B) of this Agreement) on the day immediately following the end of the Pricing Period.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, the closing of the purchase by the Investor of Shares (a "Closing") shall occur on the date which is no later than seven ten (710) Trading Days following the applicable Put Notice Date (each a "Closing Date"). Prior to each Closing Date, (I) within five (5) Trading Days, the Investor will notify the Company of the number of shares to be delivered to the Investor; and (II) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the InvestorInvestor within eight Trading (8) days of the Put Notice Date; and (IIIII) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(B)) within seven (7) Trading days. In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonably reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days Trading Days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $$ 100 2 $$ 200 3 $$ 300 4 $$ 400 5 $$ 500 6 $$ 600 7 $$ 700 8 $$ 800 9 $$ 900 10 $$ 1,000 Over 10 $$ 1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E)2.6, 7 and 88 of this Agreement, the closing of the purchase by the Investor of Shares the Securities (a "“Closing"”) shall occur on the date which is no later than seven (7) Trading Days following the applicable Put Notice Date (each a "“Closing Date"”). Prior to each Closing Date, (I) provided that, the Company shall deliver has delivered to the Investor pursuant to this Agreement, certificates representing the Shares Securities to be issued to the Investor on such date and registered in the name of the Investor (the “Certificate”), together with any necessary supporting documentation reasonably necessary to allow the Certificate to be cleared for trading prior to 12:00 pm Eastern Time on such date. If the Certificate is delivered for trading after 12:00 pm Eastern Time on a Trading Day, the Closing shall occur on the next Trading Day. If the Investor notifies the Company of a deficiency in delivery within four business days of receiving such delivery, a Closing will be delayed by single consecutive Trading Days until such deficiency is cured. If, after the expiration of the four business day period, the Investor is notified of a deficiency in the delivery and/or the need of additional documentation to allow the Certificate to be cleared for trading, upon notification from the Investor of the deficiency and/or necessary additional documentation, the Company agrees to use its best efforts to ensure that such deficiency is cured and all additional documentation is delivered to the Investor; and (II) . On the Closing Date, the Investor shall deliver to the Company the Purchase Price to be paid for such SharesSecurities, determined as set forth in Section 2(B)2.3. In lieu of delivering physical certificates representing the Securities and provided that the Company's ’s transfer agent then is participating in The Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer ("“FAST"”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's ’s prime broker (as specified by the Investor within a time reasonably in advance of the Investor's ’s notice) with DTC through its Deposit Withdrawal Agent Commission ("“DWAC"”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, the The closing of the purchase by the Investor of Shares (a "“Closing"”) shall occur on the date which is no later than seven two (72) Trading Days following the applicable date the Shares are delivered for that Put, as outlined in this Section, by the Company to the Investor (each a “Closing Date”). Within one (1) Trading Day following the Put Notice Date (each a "Closing Date"). Prior to each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer ("“FAST"”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonably reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission ("“DWAC"”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective DateDate and if the Company fails to use commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities and described above, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "“No. of Days Late" ” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Except for the Initial Put Amount defined in Section 2A of this Agreement and Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, the closing of the purchase by the Investor of Shares (a "Closing") shall occur on the date which is no later than seven (7) Trading Days following the applicable Put Notice Date (each a "Closing Date"). Prior to each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonably in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, the The closing of the purchase by the Investor of Shares (a "“Closing"”) shall occur on the date which is no later than seven ten (710) Trading Days following the applicable Put Notice Date (each a "“Closing Date"”). Prior to On each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's ’s transfer agent then is participating in The Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer ("“FAST"”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's ’s prime broker (as specified by the Investor within a reasonably reasonable period in advance of the Investor's ’s notice) with DTC through its Deposit Withdrawal Agent Commission ("“DWAC"”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "“No. of Days Late" ” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's ’s right to pursue actual damages for the Company's ’s failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E2(f), 7 and 8, the closing of the purchase by the Investor of Shares (a "Closing") shall occur on the date which is no later than seven (7) Trading Days following the applicable Put Notice Date (each a "Closing Date"). Prior to each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(BSections 2(b) and 2(d). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all its commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as which shall be specified by the Investor within a reasonably sufficient time in advance of the Investor's noticeadvance) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage loss to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make pay late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond the Closing Date, with the . The Amounts being are cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.days

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, the closing of the purchase by the Investor of Shares (a "Closing") shall occur on the date which is no later than seven ten (710) Trading Days following the applicable Put Notice Date (each a "Closing Date"). Prior to each Closing Date, (I) within five (5) Trading Days, the Investor will notify the Company of the number of shares to be delivered to the Investor; and (II) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the InvestorInvestor within eight Trading (8) days of the Put Notice Date; and (IIIII) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(B)) within eight (8) Trading days. The Company is not currently eligible to electronically transmit its securities. In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonably reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days Trading Days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, the The closing of the purchase by the Investor of Shares (a "Closing") shall occur on the date which is no later than seven five (75) Trading Days following the applicable Put Notice Date (each a "Closing Date"). Prior to On each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonably reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, the The closing of the purchase by the Investor of Shares (a "“Closing"”) shall occur on the date which is no later than seven four (74) Trading Days following the applicable Put Notice Date (each a "“Closing Date"”). Prior to On each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer ("“FAST"”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonably reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission ("“DWAC"”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "“No. of Days Late" ” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, the closing of the purchase by the Investor of Shares (a "Closing") shall occur on the date which is no later than seven (7) Trading Days following the applicable Put Notice Date (each a "Closing Date"). Prior to each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities , and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC"II) Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting to the account of the Investor's prime broker (as specified by the Investor within a reasonably in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system). The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below. The Investor understands that a delay in the payment of the Purchase Amount for Shares under a Put Notice beyond the Closing Date could result in substantial economic damage to the Company. After the Effective Date, as compensation to the Company for such loss, the Investor agrees to make late payments to the Company for late payment of the Purchase Amount under a Put Notice (delivery of Purchase Amount after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE PER $10,000 WORTH OF PURCHASE AMOUNT 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Investor shall make any payments incurred under this Section in immediately available funds upon demand by the Company. Nothing herein shall limit the Company's right to pursue actual damages for the Investor’s failure to pay the Purchase Amount to the Company by the Closing Date, except that such late payments shall offset any such actual damages incurred by the Company.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, the closing of the purchase by the Investor of Shares (a "Closing") shall occur on the date which is no later than seven (7) Trading Days following the applicable Put Notice Date (each a "Closing Date"). Prior to each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonably in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $$ 100 2 $$ 200 3 $$ 300 4 $$ 400 5 $$ 500 6 $$ 600 7 $$ 700 8 $$ 800 9 $$ 900 10 $$ 1,000 Over 10 $$ 1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, the closing of the purchase by the Investor of Shares (a "Closing") shall occur on the date which is no later than seven (7) Trading Days following the applicable Put Notice Date (each a "Closing Date"). Prior to each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonably reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $$ 300 4 $$ 400 5 $$ 500 6 $$ 600 7 $$ 700 8 $$ 800 9 $$ 900 10 $$ 1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, the closing of the purchase by the Investor of Shares (a "Closing") shall occur on the date which is no later than seven (7) Trading Days following the applicable Put Notice Date end of the Pricing Period (each a the "Closing Date"). Prior to each On or before the Closing Date, (I) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(B); and (II) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonably in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below. Notwithstanding anything contained in this Section 2(G) to the contrary, the Company shall not be liable for any late payments if the late issuance of Securities (delivery of Securities after the Closing Date) was due to the Investor’s failure deliver to the Company a Put Settlement Sheet (as further described in Section 7(B) of this Agreement) on the day immediately following the end of the Pricing Period.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, the closing of the purchase by the Investor of Shares (a "Closing") shall occur on the date which is no later than seven (7) Trading Days following one business day after the applicable Put Notice Share Delivery Date (each a "Closing Date"). Prior On or prior to each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, Agreement certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(B), by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonably reasonable amount of time in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The Company understands that a delay in the issuance of Securities beyond the applicable Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) up to the amount determined in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond Trading Days after the applicable Closing Date, with the Amounts amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section 2(G) in immediately available funds upon as soon as reasonably practicable following receipt of a demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E2(f), 7 and 8, the closing of the purchase by the Investor of Shares (a "Closing") shall occur on the date which is no later than seven (7) Trading Days following the applicable Put Notice Date (each a "Closing Date"). Prior to each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(BSections 2(b) and 2(d). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all its commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as which shall be specified by the Investor within a reasonably sufficient time in advance of the Investor's noticeadvance) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage loss to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make pay late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond the Closing Date, with the . The Amounts being are cumulative.): LATE PAYMENT FOR EACH NO. OF NO.OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make pay any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except to the extent that such late payments shall constitute payment for and offset any such actual damages incurred alleged by the Investor, and any Open Market Buy In Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, the The closing of the purchase by the Investor of Shares (a "“Closing"”) shall occur on the date which is no later than seven (7) Trading Days following the applicable Put Notice Date (each a "“Closing Date"”). Prior to On each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer ("“FAST"”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonably reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission ("“DWAC"”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "“No. of Days Late" ” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, the closing of the purchase by the Investor of Shares (a "Closing") shall occur on the date which is no later than seven five (75) Trading Days following the last day in the Pricing Period of applicable Put Notice Date (each a "Closing Date"). Prior to each Closing Date, (I) within two (2) Trading Days of the end of a Pricing Period, the Investor will notify the Company of the number of shares to be delivered to the Investor; and (II) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor within three (3) Trading days of the Put Settlement sheet (hereto attached as Exhibit D) being delivered to the Company by the Investor; and (IIIII) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(B)) promptly upon receipt of the Shares from the Company. In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonably reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days Trading Days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E)2.6, 7 and 88 of this Agreement, the closing of the purchase of the Securities by the Investor of Shares (a "Closing") shall occur on the date which is no later than seven (7) Trading Days following the applicable Put Notice Date (each a "Closing Date"). Prior to each Closing Date, (I) provided that, the Company shall deliver has delivered to the Investor pursuant to this Agreement, certificates representing the Shares Securities to be issued to the Investor on such date and registered in the name of the Investor (the "Certificate"), together with any supporting documentation reasonably necessary to allow the Certificate to be cleared for trading prior to 12:00 pm Eastern Time on such date. If the Certificate is delivered for trading after 12:00 pm Eastern Time on a Trading Day, the Closing shall occur on the next Trading Day. If the Investor notifies the Company of a deficiency in delivery within four business days of receiving such delivery, a Closing will be delayed by single consecutive Trading Days until such deficiency is cured. If, after the expiration of the four business day period, the Investor is notified of a deficiency in the delivery and/or the need of additional documentation to allow the Certificate to be cleared for trading, upon notification from the Investor of the deficiency and/or necessary additional documentation, the Company agrees to use its commercially reasonable efforts to ensure that such deficiency is cured and all additional documentation is delivered to the Investor; and (II) . On the Closing Date, the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(B)Securities. In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a time reasonably in advance of the Investor's noticeDrawdown Notice) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E2(f), 7 and 8, the closing of the purchase by the Investor of Shares (a "Closing") shall occur on the date which is no later than seven (7) Trading Days following the applicable Put Notice Date (each a "Closing Date"). Prior to each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(BSections 2(b) and 2(d). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all its commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as which shall be specified by the Investor within a reasonably sufficient time in advance of the Investor's noticeadvance) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage loss to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make pay late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond the Closing Date, with the . The Amounts being are cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 0 2 $200 0 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make pay any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except to the extent that such late payments shall constitute payment for and offset any such actual damages incurred alleged by the Investor, and any Open Market Buy In Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, the The closing of the purchase by the Investor of Shares (a "“Closing"”) shall occur on the date which is no later than seven five (75) Trading Days following the applicable Put Notice Date (each a "“Closing Date"”). Prior to On each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's ’s transfer agent then is participating in The Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer ("“FAST"”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's ’s prime broker (as specified by the Investor within a reasonably reasonable period in advance of the Investor's ’s notice) with DTC through its Deposit Withdrawal Agent Commission ("“DWAC"”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "“No. of Days Late" ” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's ’s right to pursue actual damages for the Company's ’s failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, the closing of the purchase by the Investor of Shares (a "Closing") shall occur on the date which is no later than seven (7) Trading Days following the applicable Put Notice Date (each a "Closing Date"). Prior to each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonably in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The Company understands that a delay in the issuance of Securities caused by the Company, beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E2(f), 7 and 8, the closing of the purchase by the Investor of Shares (a "Closing") shall occur on the date ------- which is no later than seven (7) Trading Days following the applicable Put Notice Date (each a "Closing Date"). Prior to each Closing Date, (I) the Company ------------- shall deliver to the Investor pursuant to the this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(B)accordance with the terms of this Agreement. In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") --- Fast Automated Securities Transfer ("FAST") program, upon request of the ---- Investor, the Company shall use all its commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as which shall be specified by the Investor within a reasonably sufficient time in advance of the Investor's noticeadvance) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. ---- The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage loss to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make pay late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading ---------------- days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK ------------------------ -------------------------- 1 $$ 100 2 $$ 200 3 $$ 300 4 $$ 400 5 $$ 500 6 $$ 600 7 $$ 700 8 $$ 800 9 $$ 900 10 $1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make pay any payments incurred under this Section in immediately available funds upon demand by the Investordemand. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except to the extent that such late payments shall constitute payment for and offset any such actual damages incurred alleged by the Investor, and any Open Market Buy In Adjustment Amount, as set forth below.