Common use of Principal Market Regulation Clause in Contracts

Principal Market Regulation. The Company shall not affect any sales of the Put Shares under this Agreement and the Investor shall not have the obligation to purchase Put Shares under this Agreement to the extent (but only to the extent) that after giving effect to such purchase and sale the aggregate number of Put Shares and Commitment Shares issued under this Agreement plus the Common Stock issued pursuant to that certain securities purchase agreement entered into by the Company and Investor on or around the date of this Agreement (the “Securities Purchase Agreement”) (including but not limited to the Commitment Shares (as defined in the Securities Purchase Agreement)), Common Stock issued pursuant to the Note (as defined in the Securities Purchase Agreement), and Common Stock issued pursuant to the Warrant (as defined in the Securities Purchase Agreement), would exceed 19.99% of the outstanding Common Stock as of the date of this Agreement which number of shares shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of the Principal Market (the “Exchange Cap”, which is equal to 2,436,045 shares of Common Stock, subject to appropriate adjustment for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases the Common Stock); provided further that, the Exchange Cap will not apply if the Company’s stockholders have approved issuances in excess of the Exchange Cap in accordance with the rules of the Principal Market. Notwithstanding the foregoing, the Exchange Cap shall not be applicable for any purposes of this Agreement and the transactions contemplated hereby, solely to the extent that (and only for so long as) the Purchase Price for all Puts hereunder shall equal or exceed the Minimum Price (as defined in this Agreement) (it being hereby acknowledged and agreed that the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all other times during the term of this Agreement, unless the stockholder approval referred to in above is obtained). “Minimum Price” shall mean the lower of (i) the official closing price of the Common Stock on the Principal Market (as reflected on Nxxxxx.xxx) on the trading day immediately preceding the date of this Agreement and (ii) the average official closing price of the Common Stock on the Principal Market (as reflected on Nxxxxx.xxx) for the five (5) consecutive trading days ending on the Trading Day immediately preceding the date of this Agreement (in each case, subject to adjustment for any reorganization, recapitalization, non-cash dividend, stock splits, or other similar transaction that occurs on or after the date of this Agreement), which is equal to $0.6760.

Principal Market Regulation. The Notwithstanding anything in this Agreement to the contrary, and in addition to the limitations set forth herein, the Company shall not affect any sales issue more than 13,517,125 shares of Common Stock (the "Exchange Cap") under this Agreement, which equals 19.99% of the Put Shares Company’s outstanding shares of Common Stock as of the Execution Date, unless stockholder approval is obtained to issue in excess of the Exchange Cap; provided, however, that the foregoing limitation shall not apply if at any time the Exchange Cap is reached and at all times thereafter the average price paid for all shares of Common Stock issued under this Agreement is equal to or greater than $1.61 (the "Minimum Price"), a price equal to the lower of (i) the Nasdaq Official Closing Price immediately preceding the execution of this Agreement or (ii) the arithmetic average of the five (5) Nasdaq Official Closing Prices for the Common Stock immediately preceding the execution of this Agreement, as calculated in accordance with the rules of the Principal Market (in such circumstance, for purposes of the Principal Market, the transaction contemplated hereby would not be "below market" and the Exchange Cap would not apply). Notwithstanding the foregoing, the Company shall not be required or permitted to issue, and the Investor shall not have the obligation be required to purchase Put Shares purchase, any shares of Common Stock under this Agreement if such issuance would violate the rules or regulations of the Principal Market. The Company may, in its sole discretion, determine whether to the extent (but only obtain stockholder approval to the extent) that after giving effect to such purchase and sale the aggregate number of Put Shares and Commitment Shares issued under this Agreement plus the Common Stock issued pursuant to that certain securities purchase agreement entered into by the Company and Investor on or around the date of this Agreement (the “Securities Purchase Agreement”) (including but not limited to the Commitment Shares (as defined in the Securities Purchase Agreement)), Common Stock issued pursuant to the Note (as defined in the Securities Purchase Agreement), and Common Stock issued pursuant to the Warrant (as defined in the Securities Purchase Agreement), would exceed issue more than 19.99% of the its outstanding shares of Common Stock as hereunder if such issuance would require stockholder approval under the rules or regulations of the date of this Agreement which number of shares Principal Market. The Exchange Cap shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of the Principal Market (the “Exchange Cap”, which is equal to 2,436,045 shares of Common Stock, subject to appropriate adjustment for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases the Common Stock); provided further that, the Exchange Cap will not apply if the Company’s stockholders have approved issuances in excess of the Exchange Cap in accordance with the rules of the Principal Market. Notwithstanding the foregoing, the Exchange Cap shall not be applicable for any purposes of this Agreement and the transactions contemplated hereby, solely to the extent that (and only for so long as) the Purchase Price for all Puts hereunder shall equal or exceed the Minimum Price (as defined in this Agreement) (it being hereby acknowledged and agreed that the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all other times during the term of this Agreement, unless the stockholder approval referred to in above is obtained). “Minimum Price” shall mean the lower of (i) the official closing price of the Common Stock on the Principal Market (as reflected on Nxxxxx.xxx) on the trading day immediately preceding the date of this Agreement and (ii) the average official closing price of the Common Stock on the Principal Market (as reflected on Nxxxxx.xxx) for the five (5) consecutive trading days ending on the Trading Day immediately preceding the date of this Agreement (in each case, subject to adjustment for any reorganization, recapitalization, non-cash dividend, stock splits, or other similar transaction that occurs on or after the date of this Agreement), which is equal to $0.6760.

Principal Market Regulation. The Company shall not affect any sales of the Put Shares under this Agreement and the Investor shall not have the obligation to purchase Put Shares under this Agreement to the extent (but only to the extent) that after giving effect to such purchase and sale the aggregate number of Put Shares and Commitment Shares issued under this Agreement plus would exceed the lesser of: (i) 1,000,000 shares of Common Stock issued pursuant to that certain securities purchase agreement entered into by the Company and Investor on or around the date of this Agreement (the “Securities Purchase Agreement”ii) (including but not limited to the Commitment Shares (as defined in the Securities Purchase Agreement)), Common Stock issued pursuant to the Note (as defined in the Securities Purchase Agreement), and Common Stock issued pursuant to the Warrant (as defined in the Securities Purchase Agreement), would exceed 19.99% of the outstanding Common Stock as of the date of this Agreement which number of shares shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of the Principal Market (the “Exchange Cap”, which is equal to 2,436,045 shares of Common Stock), subject to appropriate adjustment for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases the Common Stock) until the Shareholder Approval (as defined in that certain securities purchase agreement entered into by the Company and Investor on or around the date of this Agreement (the “Securities Purchase Agreement”); ) has been obtained by the Company, provided further that, the Exchange Cap will not apply if the Company’s stockholders have approved issuances in excess of the Exchange Cap in accordance with the rules of the Principal Market. Notwithstanding the foregoing, the Exchange Cap shall not be applicable for any purposes of this Agreement and the transactions contemplated hereby, solely to the extent that (and only for so long as) the Purchase Price for all Puts hereunder shall equal or exceed the Minimum Price (as defined in this Agreement) (it being hereby acknowledged and agreed that the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all other times during the term of this Agreement, unless the stockholder approval referred to in above is obtained). “Minimum Price” shall mean the lower of (i) the official closing price of the Common Stock on the Principal Market (as reflected on Nxxxxx.xxxXxxxxx.xxx) on the trading day immediately preceding the date of this Agreement and (ii) the average official closing price of the Common Stock on the Principal Market (as reflected on Nxxxxx.xxxXxxxxx.xxx) for the five (5) consecutive trading days ending on the Trading Day immediately preceding the date of this Agreement (in each case, subject to adjustment for any reorganization, recapitalization, non-cash dividend, stock splits, or other similar transaction that occurs on or after the date of this Agreement), which is equal to $0.6760.

Principal Market Regulation. The Company shall not affect issue any sales shares of Common Stock upon exercise of this Series E Warrant if the Put Shares under this Agreement and the Investor shall not have the obligation to purchase Put Shares under this Agreement to the extent (but only to the extent) that after giving effect to issuance of such purchase and sale shares of Common Stock would exceed the aggregate number of Put Shares and Commitment Shares issued under this Agreement plus the shares of Common Stock issued pursuant to that certain securities purchase agreement entered into by which the Company may issue upon conversion or exercise (as the case may be) of the Note and Investor on or around the date of this Agreement (the “Securities Purchase Agreement”) (including but not limited to the Commitment Shares Warrants (as defined in the Securities Purchase Agreement)), Common Stock issued pursuant to ) without breaching the Note Company’s obligations under the rules of The Nasdaq Capital Market (as defined in the Securities Purchase Agreement), and Common Stock issued pursuant to the Warrant (as defined in the Securities Purchase Agreement), would exceed 19.99% of the outstanding Common Stock as of the date of this Agreement which number of shares which may be issued without violating such rules being 3,576,790 subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Subscription Date, the “Exchange Cap”), except that such limitation shall be reduced, on a share-for-share basis, not apply to the extent that the Company obtains the approval of its shareholders as required by the number applicable rules of The Nasdaq Capital Market for issuances of shares of Common Stock issued or issuable in excess of such amount. In the event that the Company is then prohibited from issuing any shares of Common Stock pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of the Principal Market Section 1(f)(ii) (the “Exchange CapCap Shares”), which is in lieu of issuing and delivering such Exchange Cap Shares to the Holder, the Company shall pay cash to the Holder in exchange for the cancellation of such portion of this Series E Warrant exercisable into such Exchange Cap Shares (the “Exchange Cap Payment Amount”) at a price equal to 2,436,045 shares the sum of Common Stock, subject to appropriate adjustment for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases (x) the Common Stock); provided further that, the product of (A) such number of Exchange Cap will not apply if the Company’s stockholders have approved issuances in excess of the Exchange Cap in accordance with the rules of the Principal Market. Notwithstanding the foregoing, the Exchange Cap shall not be applicable for any purposes of this Agreement Shares and the transactions contemplated hereby, solely to the extent that (and only for so long asB) the Purchase greatest Closing Sale Price for all Puts hereunder shall equal or exceed the Minimum Price (as defined in this Agreement) (it being hereby acknowledged and agreed that the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all other times during the term of this Agreement, unless the stockholder approval referred to in above is obtained). “Minimum Price” shall mean the lower of (i) the official closing price of the Common Stock on any Trading Day during the Principal Market (as reflected on Nxxxxx.xxx) period commencing on the trading day immediately preceding date the Holder delivers the applicable Exercise Notice with respect to such Exchange Cap Shares to the Company and ending on the date of such payment under this Agreement Section 1(f)(ii) and (iiy) to the average official closing price extent the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of Exchange Cap Shares, any reasonable brokerage commissions, if any, of the Common Stock on the Principal Market (as reflected on Nxxxxx.xxx) for the five (5) consecutive trading days ending on the Trading Day immediately preceding the date of this Agreement (Holder incurred in each case, subject to adjustment for any reorganization, recapitalization, non-cash dividend, stock splits, or other similar transaction that occurs on or after the date of this Agreement), which is equal to $0.6760connection therewith.

Principal Market Regulation. The Company shall not affect be obligated to issue any sales of the Put (a) Additional Common Shares, Conversion Shares under this Agreement and the Investor shall not have the obligation to purchase Put Shares under this Agreement to the extent (but only to the extent) that after giving effect to such purchase and sale the aggregate number of Put Shares and Commitment Shares issued under this Agreement plus the Common Stock issued pursuant to that certain securities purchase agreement entered into by the Company and Investor on or around the date of this Agreement (the “Securities Purchase Agreement”) (including but not limited to the Commitment Shares (as defined in the Securities Purchase Agreement)), Common Stock issued pursuant to the Note (as defined in the Securities Purchase Agreement), and Common Stock issued pursuant to the Warrant (as defined in the Securities Purchase Agreement), would exceed 19.99% of the outstanding Common Stock as of the date of this Agreement which number of shares shall be reduced, on a share-for-share basis, by the number of any other shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules and/or the New Series Notes or (b) shares of the Principal Market Common Stock underlying warrants (the “Exchange CapWarrant Shares”) issued to TPG Specialty Lending, which is equal to 2,436,045 Inc. or an affiliate thereof (“TPG”) on about the Closing Date (the “Warrants”) if the aggregate issuance of such Securities and the Warrant Shares would exceed 9,645,043 shares of Common Stock, subject to appropriate adjustment Stock (as adjusted for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar transaction transaction) (which is less than 20% of 48,225,219 shares of Common Stock outstanding on the date hereof (the “Exchange Cap”)), except that proportionately decreases such limitation shall not apply in the event that the Company obtains the Stockholder Approval (as defined below). Until such Stockholder Approval is obtained, each Investor shall not be issued Additional Common Shares, Conversion Shares or increases any other shares of Common Stock pursuant to this Agreement and/or the New Series Notes and TPG shall not be issued any Warrant Shares or other shares of Common Stock); provided further that, except in such amounts and at such times in compliance with the following: (i) during the Additional Common Shares Measurement Period, (x) each Investor shall be entitled to receive Additional Common Shares in an amount, in the aggregate, not to exceed such Investor’s Pro Rata Portion (as defined below) of the Exchange Cap will and (y) no other shares of Common Stock shall be issuable or issued hereunder or pursuant to the New Notes to any Investor and no Warrant Shares or other shares of Common Stock shall be issuable to TPG pursuant to the Warrants and (ii) at any time after the Additional Common Shares Measurement Period, to the extent the Company has not apply if the Company’s stockholders have approved issuances issued (or is not required to issue (without regard to any limitation on issuance hereunder other than as required by this Section 3(k))) an aggregate number of Additional Common Shares (or related Reserved Shares (as defined below)) in excess of the Exchange Cap in accordance with the rules Cap, such remaining available shares of the Principal Market. Notwithstanding the foregoing, Common Stock to be issued under the Exchange Cap (the “Remaining Exchange Cap”) shall not be applicable for allocated as follows: (x) TPG shall be entitled to receive upon exercise of the Warrants up to an aggregate number of Warrant Shares equal to 20% of the Remaining Exchange Cap and (y) each Investor shall be entitled to receive (in addition to any purposes Additional Common Shares (or related Reserved Shares), if any, then issuable to such Investor) with respect to any Conversion Shares or other shares of this Agreement and the transactions contemplated hereby, solely Common Stock issuable pursuant to the extent that (and only for so long as) New Series Notes or otherwise hereunder, up to such aggregate additional number of shares of Common Stock equal to such Investors Pro Rata Portion of 80% of the Purchase Price for all Puts hereunder shall equal or exceed the Minimum Price (as defined in this Agreement) (it being hereby acknowledged and agreed that the Remaining Exchange Cap shall be applicable for all Cap. For purposes of this Agreement and the transactions contemplated hereby at all other times during the term of this Agreement, unless the stockholder approval referred to in above is obtained). “Minimum Price"Pro Rata Portion” shall mean the lower of quotient obtained by dividing (ix) the official closing price Exchanged Original Series Note Amount of such Investor by (y) the total outstanding principal balance of the Common Stock on the Principal Market (Original Series Notes held by all Investors as reflected on Nxxxxx.xxx) on the trading day immediately preceding the date of this Agreement and (ii) the average official closing price of the Common Stock on the Principal Market (as reflected on Nxxxxx.xxx) for the five (5) consecutive trading days ending on the Trading Day immediately preceding the date of this Agreement (in each case, subject to adjustment for any reorganization, recapitalization, non-cash dividend, stock splits, or other similar transaction that occurs on or after the date of this Agreement), which is equal to $0.6760.

Principal Market Regulation. The Notwithstanding anything in this Agreement to the contrary, and in addition to the limitations set forth herein, the Company shall not affect any sales issue more than {·} shares of Common Stock (the “Exchange Cap”) under this Agreement, which equals 19.99% of the Put Shares Company’s outstanding shares of Common Stock as of the Execution Date, unless stockholder approval is obtained to issue in excess of the Exchange Cap; provided, however, that the foregoing limitation shall not apply if (A) at any time the Exchange Cap is reached and at all times thereafter the average price paid for all shares of Common Stock issued under this Agreement is equal to or greater than $0.3914 (the “Minimum Price”), a price equal to the lower of (i) the Nasdaq Official Closing Price immediately preceding the execution of this Agreement or (ii) the arithmetic average of the five (5) Nasdaq Official Closing Prices for the Common Stock immediately preceding the execution of this Agreement, as calculated in accordance with the rules of the Principal Market (in such circumstance, for purposes of the Principal Market, the transaction contemplated hereby would not be “below market” and the Exchange Cap would not apply) or (B) the Company is exempt from obtaining stockholder approval for the issuance of shares above the Exchange Cap under the rules of the Principal Market. Notwithstanding the foregoing, the Company shall not be required or permitted to issue, and the Investor shall not have the obligation be required to purchase Put Shares purchase, any shares of Common Stock under this Agreement if such issuance would violate the rules or regulations of the Principal Market. The Company may, in its sole discretion, determine whether to the extent (but only obtain stockholder approval to the extent) that after giving effect to such purchase and sale the aggregate number of Put Shares and Commitment Shares issued under this Agreement plus the Common Stock issued pursuant to that certain securities purchase agreement entered into by the Company and Investor on or around the date of this Agreement (the “Securities Purchase Agreement”) (including but not limited to the Commitment Shares (as defined in the Securities Purchase Agreement)), Common Stock issued pursuant to the Note (as defined in the Securities Purchase Agreement), and Common Stock issued pursuant to the Warrant (as defined in the Securities Purchase Agreement), would exceed issue more than 19.99% of the its outstanding shares of Common Stock as hereunder if such issuance would require stockholder approval under the rules or regulations of the date of this Agreement which number of shares Principal Market. The Exchange Cap shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of the Principal Market (the “Exchange Cap”, which is equal to 2,436,045 shares of Common Stock, subject to appropriate adjustment for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases the Common Stock); provided further that, the Exchange Cap will not apply if the Company’s stockholders have approved issuances in excess of the Exchange Cap in accordance with the rules of the Principal Market. Notwithstanding the foregoing, the Exchange Cap shall not be applicable for any purposes of this Agreement and the transactions contemplated hereby, solely to the extent that (and only for so long as) the Purchase Price for all Puts hereunder shall equal or exceed the Minimum Price (as defined in this Agreement) (it being hereby acknowledged and agreed that the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all other times during the term of this Agreement, unless the stockholder approval referred to in above is obtained). “Minimum Price” shall mean the lower of (i) the official closing price of the Common Stock on the Principal Market (as reflected on Nxxxxx.xxx) on the trading day immediately preceding the date of this Agreement and (ii) the average official closing price of the Common Stock on the Principal Market (as reflected on Nxxxxx.xxx) for the five (5) consecutive trading days ending on the Trading Day immediately preceding the date of this Agreement (in each case, subject to adjustment for any reorganization, recapitalization, non-cash dividend, stock splits, or other similar transaction that occurs on or after the date of this Agreement), which is equal to $0.6760.

Principal Market Regulation. The Notwithstanding anything in this Agreement to the contrary, and in addition to the limitations set forth herein, the Company shall not affect any sales issue more than 3,163,124 shares of Common Stock (the "Exchange Cap") under this Agreement, which equals 19.99% of the Put Shares Company’s outstanding shares of Common Stock as of the Execution Date, unless stockholder approval is obtained to issue in excess of the Exchange Cap; provided, however, that the foregoing limitation shall not apply if at any time the Exchange Cap is reached and at all times thereafter the average price paid for all shares of Common Stock issued under this Agreement is equal to or greater than $0.39 (the "Minimum Price"), a price equal to the lower of (i) the Nasdaq Official Closing Price immediately preceding the execution of this Agreement or (ii) the arithmetic average of the five (5) Nasdaq Official Closing Prices for the Common Stock immediately preceding the execution of this Agreement, as calculated in accordance with the rules of the Principal Market (in such circumstance, for purposes of the Principal Market, the transaction contemplated hereby would not be "below market" and the Exchange Cap would not apply). Notwithstanding the foregoing, the Company shall not be required or permitted to issue, and the Investor shall not have the obligation be required to purchase Put Shares purchase, any shares of Common Stock under this Agreement if such issuance would violate the rules or regulations of the Principal Market. The Company may, in its sole discretion, determine whether to the extent (but only obtain stockholder approval to the extent) that after giving effect to such purchase and sale the aggregate number of Put Shares and Commitment Shares issued under this Agreement plus the Common Stock issued pursuant to that certain securities purchase agreement entered into by the Company and Investor on or around the date of this Agreement (the “Securities Purchase Agreement”) (including but not limited to the Commitment Shares (as defined in the Securities Purchase Agreement)), Common Stock issued pursuant to the Note (as defined in the Securities Purchase Agreement), and Common Stock issued pursuant to the Warrant (as defined in the Securities Purchase Agreement), would exceed issue more than 19.99% of the its outstanding shares of Common Stock as hereunder if such issuance would require stockholder approval under the rules or regulations of the date of this Agreement which number of shares Principal Market. The Exchange Cap shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of the Principal Market (the “Exchange Cap”, which is equal to 2,436,045 shares of Common Stock, subject to appropriate adjustment for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases the Common Stock); provided further that, the Exchange Cap will not apply if the Company’s stockholders have approved issuances in excess of the Exchange Cap in accordance with the rules of the Principal Market. Notwithstanding the foregoing, the Exchange Cap shall not be applicable for any purposes of this Agreement and the transactions contemplated hereby, solely to the extent that (and only for so long as) the Purchase Price for all Puts hereunder shall equal or exceed the Minimum Price (as defined in this Agreement) (it being hereby acknowledged and agreed that the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all other times during the term of this Agreement, unless the stockholder approval referred to in above is obtained). “Minimum Price” shall mean the lower of (i) the official closing price of the Common Stock on the Principal Market (as reflected on Nxxxxx.xxx) on the trading day immediately preceding the date of this Agreement and (ii) the average official closing price of the Common Stock on the Principal Market (as reflected on Nxxxxx.xxx) for the five (5) consecutive trading days ending on the Trading Day immediately preceding the date of this Agreement (in each case, subject to adjustment for any reorganization, recapitalization, non-cash dividend, stock splits, or other similar transaction that occurs on or after the date of this Agreement), which is equal to $0.6760.

Principal Market Regulation. The Notwithstanding anything in this Agreement to the contrary, and in addition to the limitations set forth herein, the Company shall not affect any sales issue more than 13,011,145 shares of Common Stock (the “Exchange Cap”) under this Agreement, which equals 19.99% of the Put Shares Company’s outstanding shares of Common Stock as of the Execution Date, unless stockholder approval is obtained to issue in excess of the Exchange Cap; provided, however, that the foregoing limitation shall not apply if at any time the Exchange Cap is reached and at all times thereafter the average price paid for all shares of Common Stock issued under this Agreement is equal to or greater than $0.329 (the “Minimum Price”), a price equal to the lower of (i) the Nasdaq Official Closing Price immediately preceding the execution of this Agreement or (ii) the arithmetic average of the five (5) Nasdaq Official Closing Prices for the Common Stock immediately preceding the execution of this Agreement, as calculated in accordance with the rules of the Principal Market (in such circumstance, for purposes of the Principal Market, the transaction contemplated hereby would not be “below market” and the Exchange Cap would not apply). Notwithstanding the foregoing, the Company shall not be required or permitted to issue, and the Investor shall not have the obligation be required to purchase Put Shares purchase, any shares of Common Stock under this Agreement if such issuance would violate the rules or regulations of the Principal Market. The Company may, in its sole discretion, determine whether to the extent (but only obtain stockholder approval to the extent) that after giving effect to such purchase and sale the aggregate number of Put Shares and Commitment Shares issued under this Agreement plus the Common Stock issued pursuant to that certain securities purchase agreement entered into by the Company and Investor on or around the date of this Agreement (the “Securities Purchase Agreement”) (including but not limited to the Commitment Shares (as defined in the Securities Purchase Agreement)), Common Stock issued pursuant to the Note (as defined in the Securities Purchase Agreement), and Common Stock issued pursuant to the Warrant (as defined in the Securities Purchase Agreement), would exceed issue more than 19.99% of the its outstanding shares of Common Stock as hereunder if such issuance would require stockholder approval under the rules or regulations of the date of this Agreement which number of shares Principal Market. The Exchange Cap shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of the Principal Market (the “Exchange Cap”, which is equal to 2,436,045 shares of Common Stock, subject to appropriate adjustment for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases the Common Stock); provided further that, the Exchange Cap will not apply if the Company’s stockholders have approved issuances in excess of the Exchange Cap in accordance with the rules of the Principal Market. Notwithstanding the foregoing, the Exchange Cap shall not be applicable for any purposes of this Agreement and the transactions contemplated hereby, solely to the extent that (and only for so long as) the Purchase Price for all Puts hereunder shall equal or exceed the Minimum Price (as defined in this Agreement) (it being hereby acknowledged and agreed that the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all other times during the term of this Agreement, unless the stockholder approval referred to in above is obtained). “Minimum Price” shall mean the lower of (i) the official closing price of the Common Stock on the Principal Market (as reflected on Nxxxxx.xxx) on the trading day immediately preceding the date of this Agreement and (ii) the average official closing price of the Common Stock on the Principal Market (as reflected on Nxxxxx.xxx) for the five (5) consecutive trading days ending on the Trading Day immediately preceding the date of this Agreement (in each case, subject to adjustment for any reorganization, recapitalization, non-cash dividend, stock splits, or other similar transaction that occurs on or after the date of this Agreement), which is equal to $0.6760.

Principal Market Regulation. The Notwithstanding anything in this Agreement to the contrary, and in addition to the limitations set forth herein, the Company shall not affect any sales issue more than 3,987,449 shares of Common Stock (the "Exchange Cap") under this Agreement, which equals 19.99% of the Put Shares Company’s outstanding shares of Common Stock as of the Execution Date, unless stockholder approval is obtained to issue in excess of the Exchange Cap; provided, however, that the foregoing limitation shall not apply if at any time the Exchange Cap is reached and at all times thereafter the average price paid for all shares of Common Stock issued under this Agreement is equal to or greater than $0.1971 (the "Minimum Price"), a price equal to the lower of (i) the Nasdaq Official Closing Price immediately preceding the execution of this Agreement or (ii) the arithmetic average of the five (5) Nasdaq Official Closing Prices for the Common Stock immediately preceding the execution of this Agreement, as calculated in accordance with the rules of the Principal Market (in such circumstance, for purposes of the Principal Market, the transaction contemplated hereby would not be "below market" and the Exchange Cap would not apply). Notwithstanding the foregoing, the Company shall not be required or permitted to issue, and the Investor shall not have the obligation be required to purchase Put Shares purchase, any shares of Common Stock under this Agreement if such issuance would violate the rules or regulations of the Principal Market. The Company may, in its sole discretion, determine whether to the extent (but only obtain stockholder approval to the extent) that after giving effect to such purchase and sale the aggregate number of Put Shares and Commitment Shares issued under this Agreement plus the Common Stock issued pursuant to that certain securities purchase agreement entered into by the Company and Investor on or around the date of this Agreement (the “Securities Purchase Agreement”) (including but not limited to the Commitment Shares (as defined in the Securities Purchase Agreement)), Common Stock issued pursuant to the Note (as defined in the Securities Purchase Agreement), and Common Stock issued pursuant to the Warrant (as defined in the Securities Purchase Agreement), would exceed issue more than 19.99% of the its outstanding shares of Common Stock as hereunder if such issuance would require stockholder approval under the rules or regulations of the date of this Agreement which number of shares Principal Market. The Exchange Cap shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of the Principal Market (the “Exchange Cap”, which is equal to 2,436,045 shares of Common Stock, subject to appropriate adjustment for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases the Common Stock); provided further that, the Exchange Cap will not apply if the Company’s stockholders have approved issuances in excess of the Exchange Cap in accordance with the rules of the Principal Market. Notwithstanding the foregoing, the Exchange Cap shall not be applicable for any purposes of this Agreement and the transactions contemplated hereby, solely to the extent that (and only for so long as) the Purchase Price for all Puts hereunder shall equal or exceed the Minimum Price (as defined in this Agreement) (it being hereby acknowledged and agreed that the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all other times during the term of this Agreement, unless the stockholder approval referred to in above is obtained). “Minimum Price” shall mean the lower of (i) the official closing price of the Common Stock on the Principal Market (as reflected on Nxxxxx.xxx) on the trading day immediately preceding the date of this Agreement and (ii) the average official closing price of the Common Stock on the Principal Market (as reflected on Nxxxxx.xxx) for the five (5) consecutive trading days ending on the Trading Day immediately preceding the date of this Agreement (in each case, subject to adjustment for any reorganization, recapitalization, non-cash dividend, stock splits, or other similar transaction that occurs on or after the date of this Agreement), which is equal to $0.6760.

Principal Market Regulation. The Notwithstanding anything herein to the contrary, the Company shall not affect issue any sales shares of Common Stock upon the conversion of the Put Shares under this Agreement Non-Voting Common Stock if the issuance of such shares of Common Stock taken together with each issuance of such shares of Common Stock (x) pursuant to the Securities Purchase Agreement, dated as of October 25, 2019, by and among the Company and the Investor purchasers party thereto (the “SPA”) and (y) upon the conversion of the Series C Preferred Stock in accordance with the Certificate of Incorporation or otherwise) would exceed 19.9% of the total outstanding shares of Common Stock of the Company, or more than 19.9% of the total voting power of the Company’s securities, in each case immediately preceding the issuance of the shares of Common Stock and Series C Preferred Stock pursuant to the SPA (the number of shares which may be issued without violating such limitation, the “Exchange Cap”), except that such limitation shall not have apply in the obligation to purchase Put Shares under this Agreement event that the Company (A) obtains the approval of its shareholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the extent (but only Company that such approval is not required, which opinion shall be reasonably satisfactory to the extentholder of the Series C Preferred Stock or Non-Voting Common Stock (as the case may be). Until such approval or such written opinion is obtained, (i) that after giving effect the holders of the Series C Preferred Stock and Non-Voting Common Stock (collectively, the “Existing Buyers” and each, individually, an “Existing Buyer”) shall not be issued in the aggregate, upon conversion of any Series C Preferred Stock or Non-Voting Common Stock, or otherwise pursuant to such purchase and sale the terms of the SPA or the Certificate of Incorporation, shares of Common Stock in an amount greater than the difference between the Exchange Cap minus the aggregate number of Put Shares and Commitment Shares issued under this Agreement plus the Common Stock issued pursuant to that certain securities purchase agreement entered into by the Company and Investor on or around the date shares of this Agreement (the “Securities Purchase Agreement”) (including but not limited to the Commitment Shares (as defined in the Securities Purchase Agreement)), Common Stock issued pursuant to the Note SPA (as defined in the Securities Purchase Agreement)“Exchange Cap Maximum”) and (ii) no Existing Buyer shall be permitted to convert Series C Preferred Stock or Non-Voting Common Stock with respect to more than such Existing Buyer’s pro rata amount of such Exchange Cap Maximum (such amount, and with respect to each Existing Buyer, its “Exchange Cap Allocation Amount”) determined based upon such Existing Buyer’s percentage ownership of the sum of (1) the aggregate number of shares of Common Stock issued to all Purchasers that purchased Preferred Stock pursuant to the Warrant (as defined in the Securities Purchase Agreement), would exceed 19.99% of the outstanding Common Stock as of the date of this Agreement which on the Closing Date plus (2) the aggregate number of shares of Common Stock issuable upon the conversion of all shares of Preferred Stock and/or Non-Voting Common Stock. In the event that such Existing Buyer shall sell or otherwise transfer any of such Existing Buyer’s shares of Series C Preferred Stock or Non-Voting Common Stock, the transferee shall be reducedallocated a pro rata portion of such Existing Buyer’s Exchange Cap Allocation Amount with respect to such portion of such Series C Preferred Stock or Non-Voting Common Stock so transferred, on a shareand the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation Amount so allocated to such transferee. Upon conversion in full of such Existing Buyer’s Series C Preferred Stock or Non-for-share basisVoting Common Stock, by the difference (if any) between such Existing Buyer’s Exchange Cap Allocation Amount and the number of shares of Common Stock actually issued to such Existing Buyer upon such Existing Buyer’s conversion in full of such Series C Preferred Stock or issuable pursuant Non-Voting Common Stock shall be allocated to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules respective Exchange Cap Allocation Amounts of the Principal Market (the “Exchange Cap”, which is equal to 2,436,045 shares remaining Existing Buyers of Common Stock, subject to appropriate adjustment for any stock dividend, stock split, stock combination, rights offerings, reclassification Series C Preferred Stock or similar transaction that proportionately decreases or increases the Common Stock); provided further that, the Exchange Cap will not apply if the Company’s stockholders have approved issuances in excess of the Exchange Cap in accordance with the rules of the Principal Market. Notwithstanding the foregoing, the Exchange Cap shall not be applicable for any purposes of this Agreement and the transactions contemplated hereby, solely to the extent that (and only for so long as) the Purchase Price for all Puts hereunder shall equal or exceed the Minimum Price (as defined in this Agreement) (it being hereby acknowledged and agreed that the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all other times during the term of this Agreement, unless the stockholder approval referred to in above is obtained). “Minimum Price” shall mean the lower of (i) the official closing price of the Non-Voting Common Stock on a pro rata basis in proportion to the Principal Market (as reflected on Nxxxxx.xxx) on the trading day immediately preceding the date relative Exchange Cap Allocation Amounts of this Agreement and (ii) the average official closing price of the Common Stock on the Principal Market (as reflected on Nxxxxx.xxx) for the five (5) consecutive trading days ending on the Trading Day immediately preceding the date of this Agreement (in each case, subject to adjustment for any reorganization, recapitalization, non-cash dividend, stock splits, or other similar transaction that occurs on or after the date of this Agreement), which is equal to $0.6760such Existing Buyers.

Principal Market Regulation. The Company shall not affect issue any sales shares of Common Stock upon exercise of this Series A Warrant if the Put Shares under this Agreement and the Investor shall not have the obligation to purchase Put Shares under this Agreement to the extent (but only to the extent) that after giving effect to issuance of such purchase and sale shares of Common Stock would exceed the aggregate number of Put Shares and Commitment Shares issued under this Agreement plus the shares of Common Stock issued pursuant to that certain securities purchase agreement entered into by which the Company may issue upon conversion or exercise (as the case may be) of the Note and Investor on or around the date of this Agreement (the “Securities Purchase Agreement”) (including but not limited to the Commitment Shares Warrants (as defined in the Securities Purchase Agreement)), Common Stock issued pursuant to ) without breaching the Note Company’s obligations under the rules of The Nasdaq Capital Market (as defined in the Securities Purchase Agreement), and Common Stock issued pursuant to the Warrant (as defined in the Securities Purchase Agreement), would exceed 19.99% of the outstanding Common Stock as of the date of this Agreement which number of shares which may be issued without violating such rules being 2,877472, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Subscription Date, the “Exchange Cap”), except that such limitation shall be reduced, on a share-for-share basis, not apply to the extent that the Company obtains the approval of its shareholders as required by the number applicable rules of The Nasdaq Capital Market for issuances of shares of Common Stock issued or issuable in excess of such amount. In the event that the Company is then prohibited from issuing any shares of Common Stock pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of the Principal Market Section 1(f)(ii) (the “Exchange CapCap Shares”), which is in lieu of issuing and delivering such Exchange Cap Shares to the Holder, the Company shall pay cash to the Holder in exchange for the cancellation of such portion of this Series A Warrant exercisable into such Exchange Cap Shares (the “Exchange Cap Payment Amount”) at a price equal to 2,436,045 shares the sum of Common Stock, subject to appropriate adjustment for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases (x) the Common Stock); provided further that, the product of (A) such number of Exchange Cap will not apply if the Company’s stockholders have approved issuances in excess of the Exchange Cap in accordance with the rules of the Principal Market. Notwithstanding the foregoing, the Exchange Cap shall not be applicable for any purposes of this Agreement Shares and the transactions contemplated hereby, solely to the extent that (and only for so long asB) the Purchase greatest Closing Sale Price for all Puts hereunder shall equal or exceed the Minimum Price (as defined in this Agreement) (it being hereby acknowledged and agreed that the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all other times during the term of this Agreement, unless the stockholder approval referred to in above is obtained). “Minimum Price” shall mean the lower of (i) the official closing price of the Common Stock on any Trading Day during the Principal Market (as reflected on Nxxxxx.xxx) period commencing on the trading day immediately preceding date the Holder delivers the applicable Exercise Notice with respect to such Exchange Cap Shares to the Company and ending on the date of such payment under this Agreement Section 1(f)(ii) and (iiy) to the average official closing price extent the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of Exchange Cap Shares, any reasonable brokerage commissions, if any, of the Common Stock on the Principal Market (as reflected on Nxxxxx.xxx) for the five (5) consecutive trading days ending on the Trading Day immediately preceding the date of this Agreement (Holder incurred in each case, subject to adjustment for any reorganization, recapitalization, non-cash dividend, stock splits, or other similar transaction that occurs on or after the date of this Agreement), which is equal to $0.6760connection therewith.

Principal Market Regulation. The Notwithstanding anything herein to the contrary, the Company shall not affect issue any sales shares of Common Stock upon the conversion of the Put Shares under this Agreement Series C Preferred Stock if the issuance of such shares of Common Stock (taken together with each issuance of such shares of Common Stock (x) pursuant to the Securities Purchase Agreement, dated as of October 25, 2019, by and among the Company and the Investor purchasers party thereto (the “SPA”) and (y) following the Non-Voting Common Stock Certificate of Amendment Effective Date, upon conversion of the Non-Voting Common Stock) would exceed 19.9% of the total outstanding shares of Common Stock of the Company, or more than 19.9% of the total voting power of the Company’s securities, in each case immediately preceding the issuance of the shares of Common Stock and Series C Preferred Stock pursuant to the SPA (the number of shares which may be issued without violating such limitation, the “Exchange Cap”), except that such limitation shall not have apply in the obligation to purchase Put Shares under this Agreement event that the Company (A) obtains the approval of its shareholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the extent (but only Company that such approval is not required, which opinion shall be reasonably satisfactory to the extentholder of the Series C Preferred Stock or Non-Voting Common Stock (as the case may be). Until such approval or such written opinion is obtained, (i) that after giving effect the holders of the Series C Preferred Stock and Non-Voting Common Stock (collectively, the “Existing Buyers” and each, individually, an “Existing Buyer”) shall not be issued in the aggregate, upon conversion of any Series C Preferred Stock or Non-Voting Common Stock, or otherwise pursuant to such purchase and sale the terms of the SPA or the Certificate of Incorporation, shares of Common Stock in an amount greater than the difference between the Exchange Cap minus the aggregate number of Put Shares and Commitment Shares issued under this Agreement plus the Common Stock issued pursuant to that certain securities purchase agreement entered into by the Company and Investor on or around the date shares of this Agreement (the “Securities Purchase Agreement”) (including but not limited to the Commitment Shares (as defined in the Securities Purchase Agreement)), Common Stock issued pursuant to the Note SPA (as defined in the Securities Purchase Agreement)“Exchange Cap Maximum”) and (ii) no Existing Buyer shall be permitted to convert Series C Preferred Stock or Non-Voting Common Stock with respect to more than such Existing Buyer’s pro rata amount of such Exchange Cap Maximum (such amount, and with respect to each Existing Buyer, its “Exchange Cap Allocation Amount”) determined based upon such Existing Buyer’s percentage ownership of the sum of (1) the aggregate number of shares of Common Stock issued to all Purchasers that purchased Preferred Stock pursuant to the Warrant (as defined in the Securities Purchase Agreement), would exceed 19.99% of the outstanding Common Stock as of the date of this Agreement which on the Closing Date plus (2) the aggregate number of shares of Common Stock issuable upon the conversion of all shares of Preferred Stock and/or Non-Voting Common Stock. In the event that such Existing Buyer shall sell or otherwise transfer any of such Existing Buyer’s shares of Series C Preferred Stock or Non-Voting Common Stock, the transferee shall be reducedallocated a pro rata portion of such Existing Buyer’s Exchange Cap Allocation Amount with respect to such portion of such Series C Preferred Stock or Non-Voting Common Stock so transferred, on a shareand the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation Amount so allocated to such transferee. Upon conversion in full of such Existing Buyer’s Series C Preferred Stock or Non-for-share basisVoting Common Stock, by the difference (if any) between such Existing Buyer’s Exchange Cap Allocation Amount and the number of shares of Common Stock actually issued to such Existing Buyer upon such Existing Buyer’s conversion in full of such Series C Preferred Stock or issuable pursuant Non-Voting Common Stock shall be allocated to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules respective Exchange Cap Allocation Amounts of the Principal Market (the “Exchange Cap”, which is equal to 2,436,045 shares remaining Existing Buyers of Common Stock, subject to appropriate adjustment for any stock dividend, stock split, stock combination, rights offerings, reclassification Series C Preferred Stock or similar transaction that proportionately decreases or increases the Common Stock); provided further that, the Exchange Cap will not apply if the Company’s stockholders have approved issuances in excess of the Exchange Cap in accordance with the rules of the Principal Market. Notwithstanding the foregoing, the Exchange Cap shall not be applicable for any purposes of this Agreement and the transactions contemplated hereby, solely to the extent that (and only for so long as) the Purchase Price for all Puts hereunder shall equal or exceed the Minimum Price (as defined in this Agreement) (it being hereby acknowledged and agreed that the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all other times during the term of this Agreement, unless the stockholder approval referred to in above is obtained). “Minimum Price” shall mean the lower of (i) the official closing price of the Non-Voting Common Stock on a pro rata basis in proportion to the Principal Market (as reflected on Nxxxxx.xxx) on the trading day immediately preceding the date relative Exchange Cap Allocation Amounts of this Agreement and (ii) the average official closing price of the Common Stock on the Principal Market (as reflected on Nxxxxx.xxx) for the five (5) consecutive trading days ending on the Trading Day immediately preceding the date of this Agreement (in each case, subject to adjustment for any reorganization, recapitalization, non-cash dividend, stock splits, or other similar transaction that occurs on or after the date of this Agreement), which is equal to $0.6760such Existing Buyers.

Principal Market Regulation. The Notwithstanding anything in this Agreement to the contrary, and in addition to the limitations set forth herein, the Company shall not affect any sales issue more than 1,645,279 shares of Common Stock (the "Exchange Cap") under this Agreement, which equals 19.99% of the Put Shares Company’s outstanding shares of Common Stock as of the Execution Date, unless stockholder approval is obtained to issue in excess of the Exchange Cap; provided, however, that the foregoing limitation shall not apply if at any time the Exchange Cap is reached and at all times thereafter the average price paid for all shares of Common Stock issued under this Agreement is equal to or greater than $0.41338 (the "Minimum Price"), a price equal to the lower of (i) the Nasdaq Official Closing Price immediately preceding the execution of this Agreement or (ii) the arithmetic average of the five (5) Nasdaq Official Closing Prices for the Common Stock immediately preceding the execution of this Agreement, as calculated in accordance with the rules of the Principal Market (in such circumstance, for purposes of the Principal Market, the transaction contemplated hereby would not be "below market" and the Exchange Cap would not apply). Notwithstanding the foregoing, the Company shall not be required or permitted to issue, and the Investor shall not have the obligation be required to purchase Put Shares purchase, any shares of Common Stock under this Agreement if such issuance would violate the rules or regulations of the Principal Market. The Company may, in its sole discretion, determine whether to the extent (but only obtain stockholder approval to the extent) that after giving effect to such purchase and sale the aggregate number of Put Shares and Commitment Shares issued under this Agreement plus the Common Stock issued pursuant to that certain securities purchase agreement entered into by the Company and Investor on or around the date of this Agreement (the “Securities Purchase Agreement”) (including but not limited to the Commitment Shares (as defined in the Securities Purchase Agreement)), Common Stock issued pursuant to the Note (as defined in the Securities Purchase Agreement), and Common Stock issued pursuant to the Warrant (as defined in the Securities Purchase Agreement), would exceed issue more than 19.99% of the its outstanding shares of Common Stock as hereunder if such issuance would require stockholder approval under the rules or regulations of the date of this Agreement which number of shares Principal Market. The Exchange Cap shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of the Principal Market (the “Exchange Cap”, which is equal to 2,436,045 shares of Common Stock, subject to appropriate adjustment for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases the Common Stock); provided further that, the Exchange Cap will not apply if the Company’s stockholders have approved issuances in excess of the Exchange Cap in accordance with the rules of the Principal Market. Notwithstanding the foregoing, the Exchange Cap shall not be applicable for any purposes of this Agreement and the transactions contemplated hereby, solely to the extent that (and only for so long as) the Purchase Price for all Puts hereunder shall equal or exceed the Minimum Price (as defined in this Agreement) (it being hereby acknowledged and agreed that the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all other times during the term of this Agreement, unless the stockholder approval referred to in above is obtained). “Minimum Price” shall mean the lower of (i) the official closing price of the Common Stock on the Principal Market (as reflected on Nxxxxx.xxx) on the trading day immediately preceding the date of this Agreement and (ii) the average official closing price of the Common Stock on the Principal Market (as reflected on Nxxxxx.xxx) for the five (5) consecutive trading days ending on the Trading Day immediately preceding the date of this Agreement (in each case, subject to adjustment for any reorganization, recapitalization, non-cash dividend, stock splits, or other similar transaction that occurs on or after the date of this Agreement), which is equal to $0.6760.