Common use of Partial Release of Shares Clause in Contracts

Partial Release of Shares. After Investor has received a Put --------------------------- Notice, but prior to the related Closing Date, the Investor may authorize the release, every five (5) Trading Days, a portion of the Purchase Amount to the Company in exchange for a fixed number of Shares, subject to the following conditions: (i) The Investor shall fill out and sign a Partial Release of Purchase Amount and Shares (the "Partial Release Form"). The Partial Release Form shall set forth the number of Shares to be released to Investor and the dollar amount the Investor shall wire to the Company. (ii) The Partial Release Form shall be filled out and signed by the Investor and faxed to the Company prior to 12:00 p.m. New York City time. The number of Shares stated in the Partial Release Form shall be equal to the dollar amount to be released divided by 95% (ninety-five percent) of the lowest closing bid price during that number of Trading Days of the Pricing Period that have expired. The Company and Investor agree that on the related Closing Date, an adjustment shall be made so that the terms set forth in this Agreement shall be honored with the balance of the Purchase Amount being released to the Company and the balance of the Shares owed to the Investor being released to Investor.

Partial Release of Shares. After Investor has received a Put --------------------------- Notice, but prior to the related Closing Date, the Investor Investor, may authorize the Escrow Agent to release, every five (5) Trading Days, a portion of the Purchase Amount from escrow to the Company in exchange for a fixed number of Shares, subject to the following conditions: (i) The Investor shall fill out and sign a Partial Release of Purchase Amount and Shares (the "Partial Release Form"). The Partial Release Form shall set forth the number of Shares to be released to Investor and the dollar amount the Investor Escrow Agent shall wire to the Company. (ii) The Partial Release Form shall be filled out and signed by the appropriate Investor and faxed to the Company prior to 12:00 p.m. New York City time. The number of Shares stated in the Partial Release Form shall be equal to the dollar amount to be released divided by 9585% (ninety-five percent) of the lowest closing bid price during that number of Trading Days of the Pricing Period that have expired. The Company and Investor agree that on the related Closing Date, an adjustment shall be made so that the terms set forth in this Agreement shall be honored with the balance of the Purchase Amount being released to the Company and the balance of the Shares owed to the Investor being released to Investor.

Partial Release of Shares. After Investor has received a Put --------------------------- Investors' receipt of an Advance Notice, but prior to the related Advance Closing Date, the Investor Investors may authorize the Escrow Agent to release, every five (5) Trading Days, a portion of the Purchase Amount dollar amount stated in the Advance Notice from escrow to the Company in exchange for a fixed number of Sharesshares, subject to the following conditions: (i) The Investor Investors shall fill out and sign a Partial Release form for the partial release of Purchase Amount the Advance Notice amount and Shares shares (the "Partial Release Form"" attached hereto as Exhibit E). The Partial Release Form shall set forth the number of Shares shares to be released to Investor Investors and the dollar amount the Investor Escrow Agent shall wire to the Company. (ii) The Partial Release Form shall be filled out and signed by the appropriate Investor and faxed to the Company and its attorney prior to 12:00 p.m. New York City time. The number of Shares stated in the Partial Release Form shall be equal to the dollar amount to be released divided by 9591% (ninety-five percent) of the lowest closing bid price during that number of Trading Days of in the Pricing Period that have expired. The Company and Investor agree that on the related Closing Date, an adjustment shall be made so that the terms set forth in this the Private Equity Subscription Agreement shall be honored with the balance of the Purchase Investment Amount being released to the Company and the balance of the Shares owed to the Investor being released to Investor.

Partial Release of Shares. After Investor has received a Put --------------------------- Notice, but prior to the related Closing Date, the Investor Investor, may authorize the Escrow Agent to release, every five three (53) Trading Days, a portion of the Purchase Amount from escrow to the Company in exchange for a fixed number of Shares, subject to the following conditions: (i) The Investor shall fill out and sign a Partial Release of Purchase Amount and Shares (the "“Partial Release Form"”). The Partial Release Form shall set forth the number of Shares to be released to Investor and the dollar amount the Investor Escrow Agent shall wire to the Company. (ii) The Partial Release Form shall be filled out and signed by the appropriate Investor and faxed to the Company prior to 12:00 p.m. New York City time. The number of Shares stated in the Partial Release Form shall be equal to the dollar amount to be released divided by 9597% (ninety-five percent) of the lowest average of the closing bid price during prices for that number of Trading Days of the Pricing Period that have expired. The Company and Investor agree that on the related Closing Date, an adjustment shall be made so that the terms set forth in this Agreement shall be honored with the balance of the Purchase Amount being released to the Company and the balance of the Shares owed to the Investor being released to Investor.

Partial Release of Shares. After Investor has received a Put --------------------------- Notice, but prior to the related Closing Date, the Investor may authorize the Escrow Agent to release, every five (5) Trading Days, a portion of the Purchase Amount from escrow to the Company in exchange for a fixed number of Shares, subject to the following conditions: (i) The Investor shall fill out and sign a Partial Release of Purchase Amount and Shares (the "Partial Release Form"). The Partial Release Form shall set forth the number of Shares to be released to Investor and the dollar amount the Investor Escrow Agent shall wire to the Company. (ii) The Partial Release Form shall be filled out and signed by the Investor and faxed to the Company prior to 12:00 p.m. New York City time. The number of Shares stated in the Partial Release Form shall be equal to the dollar amount to be released divided by 9594% (ninety-five four percent) of the lowest closing bid price during that number of Trading Days of the Pricing Period that have expired. The Company and Investor agree that on the related Closing Date, an adjustment shall be made so that the terms set forth in this Agreement shall be honored with the balance of the Purchase Amount being released to the Company and the balance of the Shares owed to the Investor being released to Investor.

Partial Release of Shares. After the Investor has received a Put --------------------------- Notice, but prior to the related Closing Date, the Investor may authorize request the Company to release, every five (5) Trading Days, a portion of the Purchase Amount from the Investor to the Company in exchange for a fixed number of Shares, which request shall be met by the Investor subject to the following conditions: (i) The Investor shall fill out and sign a Partial Release of Purchase Amount and Shares Shares, substantially in the form attached hereto as Exhibit H (the "Partial Release FormPARTIAL RELEASE FORM"). The Partial Release Form shall set forth the number of Shares to be released to Investor and the dollar amount the Investor shall wire to the Company. (ii) The Partial Release Form shall be filled out and signed by the Investor and faxed to the Company prior to 12:00 p.m. New York City time. The number of Shares stated in the Partial Release Form shall be equal to the dollar amount to be released divided by 95% (ninety-five percent) of the lowest closing bid price during that number of Trading Days of the Pricing Period that have expired. The Company and Investor agree that on the related Closing Date, an adjustment shall be made so that the terms set forth in this Agreement shall be honored with the balance of the Purchase Amount being released to the Company and the balance of the Shares owed to the Investor being released to Investor. This section relates to the partial release of funds and not multiple or different closing dates. No discretion is conferred to the Investor by this section it simply allows for interim disbursements.