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 2.5, 7 and 8 of this Agreement, at the end of the Pricing Period, the 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 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 Trading Period Shares to equal the lowest VWAP during the Trading Period. No Trading Period Shares shall be issued unless, a holder of variably priced instruments issued by the Company has converted any portion of said instrument into shares of the Company during the relevant Trading Period. The Closing of a Put shall occur upon the first Trading 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 Shares by crediting the account of the Investor's broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The Investor shall deliver the Investment Amount specified in the Put Notice by wire transfer of immediately available funds to an account designated by the 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"). 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.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2.5, 7 and 8 of this Agreement, at the end of the Pricing Period, the 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 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 delivery of a Put and (ii) as Notice, the Company shall cause its Transfer Agent to electronically transmit by crediting the account of the end Investor’s broker through its Deposit Withdrawal Agent Commission (“DWAC”) system an amount of such Trading Period, Securities equal to one hundred twenty-five percent (125%) of the Investor holds Shares issued pursuant to Put Amount associated with such Put Notice (the “Trading Period Estimated Shares”), confirmation of receipt and approval for trading of which Estimated Shares by Investor’s broker shall be required in order to begin a Valuation Period. The number of Estimated Shares shall be derived by dividing the Put Amount by the closing bid price for the Common Stock for the trading day immediately preceding the delivery of the Put Notice. If the number of Estimated Shares delivered to Purchaser is greater than the Common Stock issuable pursuant to the Put Notice, then Purchaser shall return to Company’s transfer agent the difference between the Estimated Shares and the actual number of shares issuable pursuant to the Put Notice. If the number of Estimated Shares is less than the Common Stock issuable pursuant to the Put Notice, then the Company shall issue such additional Shares, on shares to Purchaser equal to 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 Trading Period Shares to equal the lowest VWAP during the Trading Period. No Trading Period Shares shall be issued unless, a holder of variably priced instruments issued by the Company has converted any portion of said instrument into shares of the Company during the relevant Trading Perioddifference. The Closing of a Put shall occur upon the first Trading Day following the receipt and approval by Investor's broker end 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 Shares by crediting the account of the Investor's broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") systemValuation Period. The Investor shall deliver the Investment Purchase Amount specified in the Put Notice (less deposit and clearing fees) by wire transfer of immediately available funds to an account designated by the Company if the aforementioned receipt and approval are confirmed before 9:30 AM EST ET or on the following Trading day Day if receipt and approval by the Investor's Broker ’s broker is made after 9:30 AM EST("Closing EST (“Closing Date" ” or "“Closing"”). 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.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2.5, 7 and 8 of this Agreement, at the end of the Pricing Period, the Purchase Price shall be established and an amount of shares equaling one hundred percent (100%) of the number of Put Shares Purchase Price, less deposit costs, shall be delivered for a particular Put. 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 8085% 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 Trading Period Shares to equal the lowest VWAP during the Trading Period. No Trading Period Shares shall be issued unless, a holder of variably priced instruments issued by the Company has converted any portion of said instrument into shares of the Company during the relevant Trading Period. The Closing of a Put shall occur upon the first Trading Day following the receipt and approval for trading by Investor's ’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 Shares by crediting the account of the Investor's ’s broker with DTC through its Deposit Withdrawal Agent Commission ("“DWAC"”) system. The Investor shall deliver the Investment Amount specified in the Put Notice (less deposit and clearing fees) by wire transfer of immediately available funds to an account designated by the 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 ’s Broker is made after 9:30 AM EST("Closing EST(“Closing Date" ” or "“Closing"”). 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.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2.5, 7 and 8 of this Agreement, at the end of the Pricing Valuation Period, the Purchase Price shall be established and the number of Put Shares shall be delivered determined for a particular Put. 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 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 Trading Period Shares to equal the lowest VWAP during the Trading Period. No Trading Period Shares shall be issued unless, a holder of variably priced instruments issued by the Company has converted any portion of said instrument into shares of the Company during the relevant Trading Period. The Closing of a Put shall occur upon the first Trading Day following the Trading Day upon which the Investor’s broker shall, before 4 p.m. Eastern Standard Time, confirm receipt and approval by Investor's broker satisfactory review of Common Stock received pursuant to a specific Put Notice (“Closing Date”); provided however, the delivery of Common Stock shall be no more than two times the average trading volume of the Put Sharesten (10) Trading Days prior to the respective Closing Date. If the shares of Common Stock delivered settle the full Purchase Amount, whereby the Purchase is declared settled. If not additional tranches will be delivered until the entire Purchase Amount is delivered. Each tranche, including the initial tranche, will trigger a new Purchase Price, and will be priced according to the Purchase Price definition. The Company shall have caused cause the Transfer Agent to electronically transmit, prior to the applicable Closing Date, the applicable Put Shares by crediting the account of the Investor's ’s broker with DTC through its Deposit Withdrawal Agent Commission At Custodian ("“DWAC"”) system, and provide proof satisfactory to the Investor of such delivery. The On the business day following the Closing Date (the “Settlement Date”), the Investor shall deliver the Investment Amount specified in Purchase Price (as adjusted on the Put Notice Closing Date, where applicable) by wire transfer of immediately available funds to an account designated by the 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")Company. 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.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2.52.6, 7 and 8 of this Agreement, at the end closing of the Pricing Periodpurchase by the Investor of the Securities (a “Closing”) shall occur on the date (each a “Closing Date”), provided that, the Purchase Price shall Company has delivered to the Investor pursuant to this Agreement, certificates representing the Securities to be established issued to the Investor on such date and registered in the number name of Put Shares shall be delivered for a particular Put. In the event that (i) the lowest volume-weighted average price Investor (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 Put and (ii) as of the end of such Trading Period, the Investor holds Shares issued pursuant to such Put Notice (the “Trading Period SharesCertificate”), then and the Company 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 issue such additional Shares, occur on the next Trading Day immediately following Day. On the Trading Period, as may be necessary to adjust the Purchase Price for that portion of the Put represented by the Trading Period Shares to equal the lowest VWAP during the Trading Period. No Trading Period Shares shall be issued unless, a holder of variably priced instruments issued by the Company has converted any portion of said instrument into shares of the Company during the relevant Trading Period. The Closing of a Put shall occur upon the first Trading 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 Shares Investor shall deliver to the Company the Purchase Amount to be paid for such Securities. The Purchase Amount shall be net of brokerage deposit costs and transfer agent fees, which 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 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) with DTC through its Deposit Withdrawal Agent Commission At Custodian ("“DWAC"”) system. The Investor shall deliver If the Investment Amount specified in Company’s stock price falls lower than the Put Purchase Price on any trading day between the Drawdown Notice by wire transfer of immediately available funds to an account designated by Date and the 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"). In addition, on or prior to such Closing Date, each of Investor may, at Investor’s discretion, reprice the Drawdown based on the new low and the Company and Investor shall deliver shall, in its sole discretion, either issue additional shares of Common Stock (“Makeup Shares”) to each other all documents, instruments and writings required to be delivered cover the difference or reasonably requested by either of them pursuant to this Agreement in order to implement and effect withdraw the transactions contemplated hereinDrawdown Notice.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2.5, 7 and 8 of this Agreement, at the end of the Pricing Valuation Period, the Purchase Price shall be established and the number of Put Shares shall be delivered determined for a particular Put. 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 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 Trading Period Shares to equal the lowest VWAP during the Trading Period. No Trading Period Shares shall be issued unless, a holder of variably priced instruments issued by the Company has converted any portion of said instrument into shares of the Company during the relevant Trading Period. The Closing of a Put shall occur upon the first Trading Day following the Trading Day upon which the Investor’s broker shall, before 4 p.m. Eastern Standard Time, confirm receipt and approval by Investor's broker satisfactory review of Common Stock received pursuant to a specific Put Notice (“Closing Date); provided however, the delivery of Common Stock shall be no more than two times the average trading volume of the Put Sharesten (10) Trading Days prior to the respective Closing Date. If the shares of Common Stock delivered settle the full Purchase Amount, whereby the Purchase is declared settled. If not, at the request of the Investor, additional tranches will be delivered until the entire Purchase Amount is delivered. Each tranche, including the initial tranche, will trigger a new Purchase Price, and will be priced according to the Purchase Price definition. The Company shall have caused cause the Transfer Agent to electronically transmit, prior to the applicable Closing Date, the applicable Put Shares by crediting the account of the Investor's ’s broker with DTC through its Deposit Withdrawal Agent Commission At Custodian ("“DWAC"”) system, and provide proof satisfactory to the Investor of such delivery. The On the business day following the Closing Date (the “Settlement Date”), the Investor shall deliver the Investment Amount specified in Purchase Price (as adjusted on the Put Notice Closing Date, where applicable) by wire transfer of immediately available funds to an account designated by the 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")Company. 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.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2.52(E), 7 and 8 8, each closing of this Agreement, at a purchase by the end Investor of the Pricing Period, the 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 “VWAPClosing”) 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 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 Trading Period Shares to equal the lowest VWAP during the Trading Period. No Trading Period Shares shall be issued unless, a holder of variably priced instruments issued by the Company has converted any portion of said instrument into shares of the Company during the relevant Trading Period. The Closing of a Put shall occur upon on a date which is no earlier than the first Trading Day following the receipt applicable Pricing Period and approval by Investor's broker of no later than ten (10) Trading Days following the applicable Put SharesNotice Date (each a “Closing Date”). On or prior to each Closing Date, whereby (I) the Company shall have caused 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 Shares by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. Notwithstanding the foregoing clause (I), provided that the Company’s transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Agent (“FAST”) program, upon request of the Investor, the Company, in lieu of delivering physical certificates representing the Securities, shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit, prior to transmit the applicable Closing Date, the applicable Put Shares Securities by crediting the account of the Investor's ’s prime broker (as specified by the Investor within a reasonable period of time in advance of the Investor’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 deliver be determined based on the Investment applicable Put Amount, any withdrawals by the Company of any portion of the applicable Put Amount specified 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 Notice Amount divided by wire transfer 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 actual 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” represents the number of Trading Days after the applicable Closing Date that the Securities are actually delivered, with the Amounts being cumulative.): LATE PAYMENT FOR EACH $10,000 NO. OF DAYS LATE OF 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 Trading Day late 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 right to an account designated pursue actual damages in excess of the amounts provided for herein for the Company’s failure to issue and deliver the Securities to the Investor or for any Open Market Adjustment Amount; provided, that, any amounts paid by the 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"). 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 hereinSection 2(G) shall offset any such actual damages and/or Open Market Adjustment Amount. POLYMEDIX, INC. INVESTMENT AGREEMENT. MAY 2009.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2.5, 7 and 8 of this Agreement, at the end of the Pricing Valuation Period, the Purchase Price shall be established and the number of Put Shares shall be delivered determined for a particular Put. In If the event that (i) number of Estimated Put Shares initially delivered to Investor is greater than the lowest volume-weighted average price (Put Shares purchased by Investor pursuant to such Put, then immediately after the “VWAP”) Valuation Period the Investor shall deliver to Company any excess Estimated Put Shares associated with such Put. If the number of the Company’s Common Stock for any given trading day during the ten (10) trading days following a Estimated Put Notice (the “Trading Period”) Shares delivered to Investor is less than 80% of the Market Price used to determine the Purchase Price in connection with the Put Shares purchased by Investor pursuant to a Put, then immediately after the Valuation Period the Company shall deliver to Investor the difference between the Estimated Put Shares and (ii) as of the end of such Trading Period, the Investor holds Put Shares issued issuable 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 Trading Period Shares to equal the lowest VWAP during the Trading Period. No Trading Period Shares shall be issued unless, a holder of variably priced instruments issued by the Company has converted any portion of said instrument into shares of the Company during the relevant Trading PeriodPut. The Closing of a Put shall occur upon the first Trading Day following the receipt and approval by Investor's broker completion of the Put SharesValuation Period, whereby the Company shall have caused cause the Transfer Agent to electronically transmit, prior to the applicable Closing Date, the applicable Put Shares by crediting the account of the Investor's broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The , and provide proof satisfactory to the Investor of such delivery and the Investor shall deliver the Investment Amount specified in the Put Notice by wire transfer of immediately available funds to an account designated by the 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")Company. 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.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2.5, 7 and 8 of this Agreement, at the end of the Pricing Period, the 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 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 Trading Period Shares to equal the lowest VWAP during the Trading Period. No Trading Period Shares shall be issued unless, a holder of variably priced instruments issued by the Company has converted any portion of said instrument into shares of the Company during the relevant Trading Period. The Closing of a Put shall occur upon the first Trading Day following the receipt and approval for trading by Investor's ’s broker of the Put Shares. The Closing of a Put shall occur upon the first Trading Day following (i) the receipt of the Put Shares and Transaction Cost Shares, if applicable, whereby the Company shall have caused the Transfer Agent to electronically transmit, prior to the applicable Closing Date, the applicable Put Shares and Transaction Cost Shares, if applicable, by crediting the account of the Investor's ’s broker with DTC through its Deposit Withdrawal Agent Commission ("“DWAC"”) system, and (ii) approval for trading by Investor’s broker of the Put Shares and Transaction Cost Shares, if applicable (the “Broker Approval”), provided, however, that (x) the Investor will utilize its best efforts to cause the Broker Approval, (y) prior to the Broker Approval, the Investor shall not sell such Put Shares or Transaction Cost Shares, if applicable and (z) in the event that Broker Approval is not obtained within two Trading Days following delivery of the Put Shares and Transaction Cost Shares, if applicable, then the Company has the right at any time thereafter, but prior to receipt of the Purchase Amount, to rescind the Put Notice by providing written notice to the Investor, and the Investor shall return the Put Shares and Transaction Cost Shares, if applicable, to the Transfer Agent within one Trading Day after receipt of the rescission of the Put Notice. The Investor shall deliver the Investment Purchase Amount specified in the Put Notice (less Transaction Costs if no Transaction Cost Shares have been delivered, deposit and clearing fees) by wire transfer of immediately available funds to an account designated by the 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 ’s Broker is made after 9:30 AM EST("Closing EST (“Closing Date" ” or "“Closing"”). 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.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2.5, 7 and 8 of this Agreement, at the end of the Pricing Period, the 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 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% seventy five percent (75%) 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 Trading Period Shares to equal the lowest VWAP during the Trading PeriodPeriod (“Make Whole Provision”). No Trading Period Shares The Make Whole Provision shall be issued unless, a holder of variably priced instruments only remain in effect so long as Convertible Promissory Notes issued by the Company has converted any portion of said instrument into shares of the Company during the relevant Trading Periodremain outstanding. The Closing of a Put shall occur upon the first Trading 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 Shares by crediting the account of the Investor's broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The Investor shall deliver the Investment Amount specified in the Put Notice by wire transfer of immediately available funds to an account designated by the 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 EST ("Closing Date" or "Closing"). 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.