Common use of Sales of Common Stock Clause in Contracts

Sales of Common Stock. Subject to the satisfaction of all of the conditions set forth in Sections 6 and 7 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”), at any time commencing on the Commencement Date and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Purchase Notice from time to time, to purchase a minimum of one hundred thousand dollars ($100,000) and up to a maximum of two million dollars ($2,000,000) of Purchase Shares (the number of Purchase Shares being determined in accordance with Section 2(b) hereunder) for each Purchase Notice (subject to the Available Amount), at the Purchase Price on the Purchase Date (each, a “Purchase”). Each Purchase Notice will set forth the Purchase Price and number of Purchase Shares, in accordance with the terms of this Agreement. If the Company delivers any Purchase Notice for a Purchase Amount in excess of the limitations contained herein, such Purchase Notice shall be void ab initio to the extent of the amount by which the amount of Purchase Shares set forth in such Purchase Notice exceeds the amount of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the amount of Purchase Shares which the Company is permitted to include in such Purchase Notice. Notwithstanding the foregoing dollar limitations, the Company and the Investor may, from time to time, mutually agree (in writing) to waive the aforementioned limitations for a relevant Purchase Notice, which waiver, for the avoidance of doubt, shall not exceed the Beneficial Ownership Limitation contained herein. The Company may not deliver more than one Purchase Notice to the Investor every five (5) Business Days unless, from time to time, the Company and the Investor mutually agree to different timing of the delivery Purchase Notices.

Sales of Common Stock. Subject to the satisfaction of all of the conditions set forth in Sections 6 and 7 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”), at any time commencing on the Commencement Date and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Purchase Notice from time to time, to purchase a minimum of twenty thousand dollars ($20,000) and up to a maximum of; the lower of (i) of one hundred thousand dollars ($100,000), or (ii) one hundred and up to a maximum of two million dollars percent ($2,000,000100%) of Purchase Shares the average daily volume traded for the Common Stock during the relevant Valuation Period (the number of Purchase Shares being determined in accordance with Section 2(b) hereunder) subject to adjustments for each Purchase Notice (stock splits, dividends, and similar occurrences), subject to the Available Amount), at the Purchase Price on the Purchase Date (each, a “Purchase”). Each Purchase Notice will set forth the Purchase Price and number of Purchase Shares, Shares in accordance with the terms of this Agreement. If the Company delivers any Purchase Notice for a Purchase Amount in excess of the limitations contained herein, such Purchase Notice shall be void ab initio to the extent of the amount by which the amount of Purchase Shares set forth in such Purchase Notice exceeds the amount of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the amount of Purchase Shares which the Company is permitted to include in such Purchase Notice. Notwithstanding the foregoing dollar limitations, the Company and the Investor may, from time to time, mutually agree (in writing) to waive the aforementioned limitations for a relevant Purchase Notice, which waiver, for the avoidance of doubt, shall not exceed the Beneficial Ownership Limitation contained herein. The Company may not deliver more than one Purchase Notice to the Investor every five ten (510) Business Days unless, from time to time, the Company and the Investor mutually agree to different timing of the delivery Purchase Notices. Except as disclosed on Schedule 2(a), the Company covenants that it will not issue any securities of the Company (whether in accordance with any outstanding notes, warrants, or for any other purpose) during the ten (10) trading day period immediately preceding and the ten (10) trading day period immediately following, the date of each Purchase Notice.

Sales of Common Stock. Subject to the satisfaction of all of the conditions set forth in Sections 6 and 7 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”), at any time commencing on the Commencement Date and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Purchase Notice from time to time, to purchase a minimum of one hundred ten thousand dollars ($100,00010,000) and up to a maximum of two million dollars of: ($2,000,0001) one hundred percent (100%) of Purchase Shares the average daily volume traded for the Common Stock during the relevant Valuation Period if the lowest VWAP during the Valuation Period is below $0.03 (subject to adjustments for stock splits, dividends, and similar occurrences), (2) one hundred and fifty percent (150%) of the number average daily volume traded for the Common Stock during the Valuation Period if the lowest VWAP during the relevant Valuation Period is between $0.03 and $0.035 (subject to adjustments for stock splits, dividends, and similar occurrences), and (3) two hundred percent (200%) of Purchase Shares being determined in accordance with Section 2(b) hereunder) the average daily volume traded for each Purchase Notice the Common Stock during the Valuation Period if the lowest VWAP during the relevant Valuation Period is above $0.035 per share (subject to adjustments for stock splits, dividends, and similar occurrences), all subject to the Available Amount), at the Purchase Price on the Purchase Date (each, a “Purchase”). Each Purchase Notice will set forth the Purchase Price and number of Purchase Shares, Shares in accordance with the terms of this Agreement. If the Company delivers any Purchase Notice for a Purchase Amount in excess of the limitations contained herein, such Purchase Notice shall be void ab initio to the extent of the amount by which the amount of Purchase Shares set forth in such Purchase Notice exceeds the amount of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the amount of Purchase Shares which the Company is permitted to include in such Purchase Notice. Notwithstanding the foregoing dollar limitations, the Company and the Investor may, from time to time, mutually agree (in writing) to waive the aforementioned limitations for a relevant Purchase Notice, which waiver, for the avoidance of doubt, shall not exceed the Beneficial Ownership Limitation contained herein. The Company may not deliver more than one Purchase Notice to the Investor every five ten (510) Business Days unless, from time to time, the Company and the Investor mutually agree to different timing of the delivery Purchase Notices. The Company covenants that it will not issue any securities of the Company (whether in accordance with any outstanding notes, warrants, or for any other purpose) during the ten (10) trading day period immediately preceding and the ten (10) trading day period immediately following, the date of each Purchase Notice.

Sales of Common Stock. Subject to the satisfaction of all of the conditions set forth in Sections 6 and 7 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”), at any time commencing on the Commencement Date and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Purchase Notice from time to time, to purchase a minimum of one hundred ten thousand dollars ($100,00010,000) and up to a maximum of two three million dollars ($2,000,0003,000,000) of Purchase Shares (the number of Purchase Shares being determined in accordance with Section 2(b) hereunder) for each Purchase Notice (subject to the Available Amount, and provided that, the Purchase Amount for any Purchase will not exceed two hundred percent (200%) the average of the daily trading dollar volume of the Common Stock during the ten (10) Business Days preceding the Purchase Date), at the Purchase Price on the Purchase Date (each, a “Purchase”). Each Purchase Notice will set forth the Purchase Price and number of Purchase Shares, in accordance with the terms of this Agreement. If the Company delivers any Purchase Notice for a Purchase Amount in excess of the limitations contained herein, such Purchase Notice shall be void ab initio to the extent of the amount by which the amount of Purchase Shares set forth in such Purchase Notice exceeds the amount of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the amount of Purchase Shares which the Company is permitted to include in such Purchase Notice. Notwithstanding the foregoing dollar limitations, the Company and the Investor may, from time to time, mutually agree (in writing) to waive the aforementioned limitations for a relevant Purchase Notice, which waiver, for the avoidance of doubt, shall not exceed the Beneficial Ownership Limitation contained herein. The Company may not deliver more than one Purchase Notice to the Investor every five (5) Business Days unless, from time to time, the Company and the Investor mutually agree to different timing of the delivery Purchase Notices.

Sales of Common Stock. Subject to the satisfaction of all of the conditions set forth in Sections 6 and 7 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”), at any time commencing on the Commencement Date and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Purchase Notice from time to time, to purchase a minimum of one hundred thousand dollars ($100,000) and up to a maximum of two five million dollars ($2,000,0005,000,000) of Purchase Shares (the number of Purchase Shares being determined in accordance with Section 2(b) hereunder) for each Purchase Notice (subject to the Available Amount), at the Purchase Price on the Purchase Date (each, a “Purchase”). Each Purchase Notice will set forth the Purchase Price and number of Purchase Shares, in accordance with the terms of this Agreement. Notwithstanding any provision in this Agreement to the contrary (subject only to the Beneficial Ownership Limitation), the initial Purchase Notice hereunder will be for a Purchase Amount of Seven Million Dollars ($7,000,000). If the Company delivers any Purchase Notice for a Purchase Amount in excess of the limitations contained herein, such Purchase Notice shall be void ab initio to the extent of the amount by which the amount of Purchase Shares set forth in such Purchase Notice exceeds the amount of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the amount of Purchase Shares which the Company is permitted to include in such Purchase Notice. Notwithstanding the foregoing dollar limitations, the Company and the Investor may, from time to time, mutually agree (in writing) to waive the aforementioned limitations for a relevant Purchase Notice, which waiver, for the avoidance of doubt, shall not exceed the Beneficial Ownership Limitation contained herein. The Except for the initial Purchase Notice hereunder, the Company may not deliver more than one a Purchase Notice to the Investor every prior to five (5) Business Days unlessfrom the most recent receipt by Investor’s broker of Purchase Shares hereunder, from time to time, except as the Company and the Investor mutually agree to different timing of the delivery Purchase Noticesparties may otherwise agree.

Sales of Common Stock. Subject to the satisfaction of all of the conditions set forth in Sections 6 and 7 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”), at any time commencing on the Commencement Date and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Purchase Notice from time to time, to purchase a minimum of one hundred ten thousand dollars ($100,00010,000) and up to a maximum of two three million dollars ($2,000,0003,000,000) of Purchase Shares (the number of Purchase Shares being determined in accordance with Section 2(b) hereunder) for each Purchase Notice (subject to the Available Amount, and provided that, the Purchase Amount for any Purchase will not exceed one hundred percent (100%) the average of the daily trading dollar volume of the Common Stock during the ten (10) Business Days preceding the Purchase Date), at the Purchase Price on the Purchase Date (each, a “Purchase”). Each Purchase Notice will set forth the Purchase Price and number of Purchase Shares, in accordance with the terms of this Agreement. If the Company delivers any Purchase Notice for a Purchase Amount in excess of the limitations contained herein, such Purchase Notice shall be void ab initio to the extent of the amount by which the amount of Purchase Shares set forth in such Purchase Notice exceeds the amount of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the amount of Purchase Shares which the Company is permitted to include in such Purchase Notice. Notwithstanding the foregoing dollar limitations, the Company and the Investor may, from time to time, mutually agree (in writing) to waive the aforementioned limitations for a relevant Purchase Notice, which waiver, for the avoidance of doubt, shall not exceed the Beneficial Ownership Limitation contained herein. The Company may not deliver more than one Purchase Notice to the Investor every five (5) Business Days unless, from time to time, the Company and the Investor mutually agree to different timing of the delivery Purchase Notices. Upon mutual written agreement by the Company and the Investor, a Purchase may exceed three million dollars ($3,000,000,) but for the avoidance of doubt, shall not exceed the Beneficial Ownership Limitation contained herein.

Sales of Common Stock. Subject to the satisfaction of all of the conditions set forth in Sections 6 and 7 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”), at any time commencing on the Commencement Date and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Purchase Notice from time to time, to purchase a minimum of one hundred thousand dollars ($100,000) 10,000 and up to a maximum of two million dollars ($2,000,000) 400,000 of Purchase Shares (the number of Purchase Shares being determined in accordance with Section 2(b) hereunder) for each Purchase Notice (subject to the Available Amount, and provided that, the Purchase Amount for any Purchase will not exceed two times the average of the daily trading dollar volume of the Common Stock during the 10 Business Days preceding the Purchase Date), at the Purchase Price on the Purchase Date (each, a “Purchase”). Each Purchase Notice will set forth the Purchase Price and number of Purchase Shares, in accordance with the terms of this Agreement. If the Company delivers any Purchase Notice for a Purchase Amount in excess of the limitations contained herein, such Purchase Notice shall be void ab initio to the extent of the amount by which the amount of Purchase Shares set forth in such Purchase Notice exceeds the amount of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the amount of Purchase Shares which the Company is permitted to include in such Purchase Notice. Notwithstanding the foregoing dollar limitations, the Company and the Investor may, from time to time, mutually agree (in writing) to waive the aforementioned limitations for a relevant Purchase Notice, which waiver, for the avoidance of doubt, shall not exceed the Beneficial Ownership Limitation contained herein. The Company may not deliver more than one Purchase Notice to the Investor every five (5) ten Business Days unless, from time to time, the Company and the Investor mutually agree to different timing of the delivery Purchase Notices.

Sales of Common Stock. Subject to the satisfaction of all of the conditions set forth in Sections 6 and 7 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”), at any time commencing on the Commencement Date and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Purchase Notice from time to time, to purchase a minimum of one hundred ten thousand dollars ($100,00010,000) and up to a maximum of: (1) One Hundred Million (100,000,000) shares of two million dollars Common Stock if the average VWAP during the relevant Valuation Period is below $0.03 (subject to adjustments for stock splits, dividends, and similar occurrences), (2) One Hundred and Fifty Million (150,000,000) shares of Common Stock if the average VWAP during the relevant Valuation Period is between $2,000,0000.03 and $0.035 (subject to adjustments for stock splits, dividends, and similar occurrences), and (3) Two Hundred Million (200,000,000) shares of Purchase Shares Common Stock if the average VWAP during the relevant Valuation Period is above $0.035 (the number of Purchase Shares being determined in accordance with Section 2(b) hereunder) subject to adjustments for each Purchase Notice (stock splits, dividends, and similar occurrences), all subject to the Available Amount), at the Purchase Price on the Purchase Date (each, a “Purchase”). Each Purchase Notice will set forth the Purchase Price and number of Purchase Shares, Shares in accordance with the terms of this Agreement. If the Company delivers any Purchase Notice for a Purchase Amount in excess of the limitations contained herein, such Purchase Notice shall be void ab initio to the extent of the amount by which the amount of Purchase Shares set forth in such Purchase Notice exceeds the amount of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the amount of Purchase Shares which the Company is permitted to include in such Purchase Notice. Notwithstanding the foregoing dollar limitations, the Company and the Investor may, from time to time, mutually agree (in writing) to waive the aforementioned limitations for a relevant Purchase Notice, which waiver, for the avoidance of doubt, shall not exceed the Beneficial Ownership Limitation contained herein. The Company may not deliver more than one Purchase Notice to the Investor every five ten (510) Business Days unless, from time to time, the Company and the Investor mutually agree to different timing of the delivery Purchase Notices.

Sales of Common Stock. Subject to the satisfaction of all of the conditions set forth in Sections 6 and 7 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”), at any time commencing on the Commencement Date and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Purchase Notice from time to time, to purchase a minimum of one hundred ten thousand dollars ($100,00010,000) and up to a maximum of two million five hundred thousand dollars ($2,000,000500,000) of Purchase Shares (the number of Purchase Shares being determined in accordance with Section 2(b) hereunder) for each Purchase Notice (subject to the Available Amount, and provided that, the Purchase Amount for any Purchase will not exceed two hundred percent (200%) the average of the daily trading dollar volume of the Common Stock during the ten (10) Business Days preceding the Purchase Date), at the Purchase Price on the Purchase Date (each, a “Purchase”). Each Purchase Notice will set forth the Purchase Price and number of Purchase Shares, in accordance with the terms of this Agreement. If the Company delivers any Purchase Notice for a Purchase Amount in excess of the limitations contained herein, such Purchase Notice shall be void ab initio to the extent of the amount by which the amount of Purchase Shares set forth in such Purchase Notice exceeds the amount of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the amount of Purchase Shares which the Company is permitted to include in such Purchase Notice. Notwithstanding the foregoing dollar limitations, the Company and the Investor may, from time to time, mutually agree (in writing) to waive the aforementioned limitations for a relevant Purchase Notice, which waiver, for the avoidance of doubt, shall not exceed the Beneficial Ownership Limitation contained herein. The Company may not deliver more than one Purchase Notice to the Investor every five ten (510) Business Days unless, from time to time, the Company and the Investor mutually agree to different timing of the delivery Purchase Notices.

Sales of Common Stock. Subject to the satisfaction of all of the conditions set forth in Sections 6 and 7 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”), at any time commencing on the Commencement Date and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Purchase Notice from time to time, to purchase a minimum of one hundred ten thousand dollars ($100,00010,000) worth of shares and up to a maximum of two the lower of: (1) one hundred percent (100%) of the average daily trading dollar volume for the Company’s common stock during the ten Trading Days preceding the Purchase Date; or (2) One million dollars ($2,000,0001,000,000) of Purchase Shares (the number of Purchase Shares being determined in accordance with Section 2(b) hereunder) for each Purchase Notice (subject to the Available Amount), at the Purchase Price on the Purchase Date (each, a “Purchase”). Each Purchase Notice will set forth the Purchase Price and number of Purchase Shares, Shares in accordance with the terms of this Agreement. If the Company delivers any Purchase Notice for a Purchase Amount in excess of the limitations contained herein, such Purchase Notice shall be void ab initio to the extent of the amount by which the amount of Purchase Shares set forth in such Purchase Notice exceeds the amount of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the amount of Purchase Shares which the Company is permitted to include in such Purchase Notice. Notwithstanding the foregoing dollar limitations, the Company and the Investor may, from time to time, mutually agree (in writing) to waive the aforementioned limitations for a relevant Purchase Notice, which waiver, for the avoidance of doubt, shall not exceed the Beneficial Ownership Limitation contained herein. The Company may not deliver more than one Purchase Notice to the Investor every five (5) Business Days unless, from time to time, the Company and the Investor mutually agree to different timing of the delivery Purchase Notices.