Common use of Termination of Right to Put Clause in Contracts

Termination of Right to Put. The Company’s right to initiate subsequent Puts to the Investor shall terminate permanently (each, an “Automatic Termination”) upon the occurrence of any of the following: (a) if, at any time, either the Company or any director or executive officer of the Company has engaged in a transaction or conduct related to the Company that has resulted in (i) a Securities and Exchange Commission enforcement action, or (ii) a civil judgment or criminal conviction for fraud or misrepresentation, or for any other offense that, if prosecuted criminally, would constitute a felony under applicable law; (b) on any date after a cumulative time period or series of time periods, consisting only of Ineffective Periods, that continues for a period of ten (10) consecutive Business Days or for more than an aggregate of thirty (30) Business Days in any 365-day period; (c) if at any time the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or any subsidiary of the Company; (d) if any Person commences a proceeding against the Company pursuant to or within the meaning of any Bankruptcy Law; (e) if the Company pursuant to or within the meaning of any Bankruptcy Law; (A) commences a voluntary case, (B) consents to the entry of an order for relief against it in an involuntary case, (C) consents to the appointment of a Custodian of it or for all or substantially all of its property, (D) makes a general assignment for the benefit of its creditors or is generally unable to pay its debts as the same become due; (f) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (A) is for relief against the Company in an involuntary case, (B) appoints a Custodian of the Company or for all or substantially all of its property, or (C) orders the liquidation of the Company or any Subsidiary; (g) after the sooner of (i) the date that is two (2) years after the Effective Date, (ii) the date that is thirty (30) calendar months after the date of this Agreement, or (iii) the Put Closing Date on which the aggregate of the Put Dollar Amounts for all Puts equal the Maximum Offering Amount (the period from the date of this Agreement to the sooner or (i), (ii) or (iii) is referred to as the “Commitment Period”); (h) the Company has breached any covenant in Section 5, Section 6, Section 8 or Section 9 hereof; (i) if no Registration Statement has been declared effective by the date that is one (1) year after the date of this Agreement, the Automatic Termination shall occur on the date that is one (1) year after the date of this Agreement. (j) the suspension from trading or failure of the Common Stock to be listed on an Approved Primary Market for a period of three (3) consecutive Business days; (k) the delisting of the Company’s Common Stock from the Principal Market, provided, however, that the Common Stock is not immediately thereafter trading on another Approved Primary Market; (l) the failure for any reason by the Transfer Agent to issue Commitment Shares or Fee Shares to the Investor, without restrictive legends, pursuant to a legend removal request, within five (5) Business Days after the applicable Required Delivery Date; or (m) the Company breaches any representation, warranty, covenant or other term or condition under any Transaction Document if such breach could have a Material Adverse Effect and except, in the case of a breach of a covenant which is reasonably curable, only if such breach continues for a period of at least five (5) Business Days after notice thereof is provided to the Company by Investor. For purposes of clarification, notwithstanding any Automatic Termination hereunder, the Investor shall retain all of the Cash Document Preparation Fee, the Commitment Shares and the Fee Shares in consideration for this Agreement.

Termination of Right to Put. The Company’s right to initiate subsequent Puts to the Investor shall terminate permanently (each, an “Automatic Termination”) upon the occurrence of any of the following: (a) if, at any time, either the Company or any director or executive officer of the Company has engaged in a transaction or conduct related to the Company that has resulted in (i) a Securities and Exchange Commission enforcement action, or (ii) a civil judgment or criminal conviction for fraud or misrepresentation, or for any other offense that, if prosecuted criminally, would constitute a felony under applicable law; (b) on any date after a cumulative time period or series of time periods, consisting only of Ineffective Periods, that continues for a period of ten (10) consecutive Business Days or for more than an aggregate of thirty (30) Business Days in any 365-day period, provided that the Company’s right to initiate Puts shall resume if, thereafter, the Registration Statement remains current and effective for twenty (20) consecutive Trading Days so long as it was never ineffective for more than an aggregate of eighty (80) Trading Days; (c) if at any time the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or any subsidiary of the Company, and such action has not been dismissed within ninety (90) days of filing; (d) if any Person commences a proceeding against the Company pursuant to or within the meaning of any Bankruptcy Law; (e) if the Company pursuant to or within the meaning of any Bankruptcy Law; (A) commences a voluntary case, (B) consents to the entry of an order for relief against it in an involuntary case, (C) consents to the appointment of a Custodian of it or for all or substantially all of its property, (D) makes a general assignment for the benefit of its creditors or is generally unable to pay its debts as the same become due; (f) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (A) is for relief against the Company in an involuntary case, (B) appoints a Custodian of the Company or for all or substantially all of its property, or (C) orders the liquidation of the Company or any Subsidiary; (g) after upon the sooner of (i) the date that is two (2) years after the Effective Date, (ii) the date that is thirty (30) calendar months after the date of this Agreement, or (iii) the Put Closing Date on which the aggregate occurrence of the Put Dollar Amounts for all Puts equal the Maximum Offering Amount (the period from the date of this Agreement to the sooner or (i), (ii) or (iii) is referred to as the “Commitment Period”)Termination Date; (h) the Company has breached any covenant in Section 5, Section 6, Section 8 or Section 9 hereof; (i) if no Registration Statement has been declared effective by the date that is one (1) year after the date of this Agreement, the Automatic Termination shall occur on the date that is one (1) year after the date of this Agreement. (ji) the suspension from trading or failure of the Common Stock to be listed on an Approved Primary Market for a period of three ten (310) consecutive Business daysTrading Days; (kj) the delisting of the Company’s Common Stock from the Principal Market, provided, however, that the Common Stock is not immediately thereafter trading on another Approved Primary Market, provided that the Company’s right to initiate Puts shall resume if the Company’s Common Stock thereafter trades for twenty (20) consecutive Trading Days on an Approved Primary Market; (lk) the failure for any reason by the Transfer Agent to issue Commitment Shares or Fee Shares to the Investor, without restrictive legends, pursuant to a valid legend removal request, within five ten (510) Business Trading Days after the applicable Required Delivery Date; or (ml) the Company breaches any representation, warranty, covenant or other term or condition under any Transaction Document if such breach could have a Material Adverse Effect and except, in the case of a breach of a covenant which is reasonably curable, only if such breach continues for a period of at least five (5) Business Days after notice thereof is provided to the Company by Investor, unless a specific cure period is specified in this Section 2.3.2, in which case such specific cure period in this Section shall apply. For purposes of clarification, notwithstanding any Automatic Termination hereunder, the Investor shall retain all of the Cash Document Preparation Fee, the Commitment Shares and the Fee Shares in consideration for this Agreement.

Termination of Right to Put. The Company’s right to initiate subsequent Puts to the Investor shall terminate permanently (each, an “Automatic Termination”) upon the occurrence of any of the following: (a) if, at any time, either the Company or any director or executive officer of the Company has engaged in a transaction or conduct related to the Company that has resulted in (i) a Securities and Exchange Commission enforcement action, or (ii) a civil judgment or criminal conviction for fraud or misrepresentation, or for any other offense that, if prosecuted criminally, would constitute a felony under applicable law; (b) on any date after a cumulative time period or series of time periods, consisting only of Ineffective Periods, that continues for a period of ten (10) consecutive Business Days or for more than an aggregate of thirty (30) Business Days in any 365-day period; (c) if at any time the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or any subsidiary of the Company; (d) if any Person commences a proceeding against the Company pursuant to or within the meaning of any Bankruptcy Law; (e) if the Company pursuant to or within the meaning of any Bankruptcy Law; (A) commences a voluntary case, (B) consents to the entry of an order for relief against it in an involuntary case, (C) consents to the appointment of a Custodian of it or for all or substantially all of its property, (D) makes a general assignment for the benefit of its creditors or is generally unable to pay its debts as the same become due; (f) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (A) is for relief against the Company in an involuntary case, (B) appoints a Custodian of the Company or for all or substantially all of its property, or (C) orders the liquidation of the Company or any Subsidiary; (g) after the sooner of (i) the date that is two (2) years after the Effective Date, (ii) the date that is thirty (30) calendar months after the date of this Agreement, or (iii) the Put Closing Date on which the aggregate of the Put Dollar Amounts for all Puts equal the Maximum Offering Amount (the period from the date of this Agreement to the sooner or (i), (ii) or (iii) is referred to as the “Commitment Period”); (h) the Company has breached any covenant in Section 5, Section 6, Section 8 or Section 9 hereof; (i) if no Registration Statement has been declared effective by the date that is one (1) year after the date of this Agreement, the Automatic Termination shall occur on the date that is one (1) year after the date of this Agreement. (j) the suspension from trading or failure of the Common Stock to be listed on an Approved Primary Market for a period of three (3) consecutive Business daysTrading Days; (k) the delisting of the Company’s Common Stock from the Principal Market, provided, however, that the Common Stock is not immediately thereafter trading on another Approved Primary Market; (l) the failure for any reason by the Transfer Agent to issue Commitment Shares or Fee Shares to the Investor, without restrictive legends, pursuant to a legend removal request, within five ten (510) Business Trading Days after the applicable Required Delivery Date; or (m) the Company breaches any representation, warranty, covenant or other term or condition under any Transaction Document if such breach could have a Material Adverse Effect and except, in the case of a breach of a covenant which is reasonably curable, only if such breach continues for a period of at least five (5) Business Days after notice thereof is provided to the Company by Investor. For purposes of clarification, notwithstanding any Automatic Termination hereunder, the Investor shall retain all of the Cash Document Preparation Fee, the Commitment Shares and the Fee Shares in consideration for this Agreement.

Termination of Right to Put. The Company’s right to initiate subsequent Puts to the Investor shall terminate permanently (each, an “Automatic Termination”) upon the occurrence of any of the following: (a) if, at any time, either the Company or any director or executive officer of the Company has engaged in a transaction or conduct related to the Company that has resulted in (i) a Securities and Exchange Commission enforcement action, or (ii) a civil judgment or criminal conviction for fraud or misrepresentation, or for any other offense that, if prosecuted criminally, would constitute a felony under applicable law;; 15 (b) on any date after a cumulative time period or series of time periods, consisting only of Ineffective Periods, that continues for a period of ten (10) consecutive Business Days or for more than an aggregate of thirty (30) Business Days in any 365-day period, provided that the Company’s right to initiate Puts shall resume if, thereafter, the Registration Statement remains current and effective for twenty (20) consecutive Trading Days so long as it was never ineffective for more than an aggregate of eighty (80) Trading Days; (c) if at any time the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or any subsidiary of the Company, and such action has not been dismissed within ninety (90) days of filing; (d) if any Person commences a proceeding against the Company pursuant to or within the meaning of any Bankruptcy Law; (e) if the Company pursuant to or within the meaning of any Bankruptcy Law; (A) commences a voluntary case, (B) consents to the entry of an order for relief against it in an involuntary case, (C) consents to the appointment of a Custodian of it or for all or substantially all of its property, (D) makes a general assignment for the benefit of its creditors or is generally unable to pay its debts as the same become due; (f) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (A) is for relief against the Company in an involuntary case, (B) appoints a Custodian of the Company or for all or substantially all of its property, or (C) orders the liquidation of the Company or any Subsidiary; (g) after the sooner of (i) the date that is two (2) years after the Effective Date, (ii) the date that is thirty (30) calendar months Calendar Months after the date of this Agreement, or (iii) the Put Closing Date on which the aggregate of the Put Dollar Amounts for all Puts equal the Maximum Offering Amount (the period from the date of this Agreement to the sooner or (i), (ii) or (iii) is referred to as the “Commitment Period”); (h) the Company has breached any covenant in Section 5, Section 6, Section 8 or Section 9 hereofhereof and such breach, if curable, has not been cured within a period of thirty (30) days, unless a specific cure period is specified in this Section 2.3.2, in which case such specific cure period in this Section shall apply; (i) if no Registration Statement has been declared effective by the date that is one (1) year after the date of this Agreement, the Automatic Termination shall occur on the date that is one (1) year after the date of this Agreement. (j) the suspension from trading or failure of the Common Stock to be listed on an Approved Primary Market for a period of three (3) consecutive Business daysTrading Days; (k) the delisting of the Company’s Common Stock from the Principal Market, provided, however, that the Common Stock is not immediately thereafter trading on another Approved Primary Market, provided that the Company’s right to initiate Puts shall resume if the Company’s Common Stock thereafter trades for twenty (20) consecutive Trading Days on an Approved Primary Market; (l) the failure for any reason by the Transfer Agent to issue Commitment Shares or Fee Shares to the Investor, without restrictive legends, pursuant to a legend removal request, within five ten (510) Business Trading Days after the applicable Required Delivery Date; or (m) the Company breaches any representation, warranty, covenant or other term or condition under any Transaction Document if such breach could have a Material Adverse Effect and except, in the case of a breach of a covenant which is reasonably curable, only if such breach continues for a period of at least five (5) Business Days after notice thereof is provided to the Company by Investor, unless a specific cure period is specified in this Section 2.3.2, in which case such specific cure period in this Section shall apply. For purposes of clarification, notwithstanding any Automatic Termination hereunder, the Investor shall retain all of the Cash Document Preparation Fee, the Commitment Shares and the Fee Shares in consideration for this Agreement.

Termination of Right to Put. The Company’s right to initiate subsequent Puts to the Investor shall terminate permanently (each, an “Automatic Termination”) upon the occurrence of any of the following: (a) if, at any time, either the Company or any director or executive officer of the Company has engaged in a transaction or conduct related to the Company that has resulted in (i) a Securities and Exchange Commission enforcement action, or (ii) a civil judgment or criminal conviction for fraud or misrepresentation, or for any other offense that, if prosecuted criminally, would constitute a felony under applicable law; (b) on any date after a cumulative time period or series of time periods, consisting only of Ineffective Periods, that continues for a period of ten (10) consecutive Business Days or for more than an aggregate of thirty (30) Business Days in any 365-day period; (c) if at any time the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or any subsidiary of the Company; (d) if any Person commences a proceeding against the Company pursuant to or within the meaning of any Bankruptcy Law; (e) if the Company pursuant to or within the meaning of any Bankruptcy Law; (A) commences a voluntary case, (B) consents to the entry of an order for relief against it in an involuntary case, (C) consents to the appointment of a Custodian of it or for all or substantially all of its property, (D) makes a general assignment for the benefit of its creditors or is generally unable to pay its debts as the same become due; (f) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (A) is for relief against the Company in an involuntary case, (B) appoints a Custodian of the Company or for all or substantially all of its property, or (C) orders the liquidation of the Company or any Subsidiary; (g) after the sooner of (i) the date that is two (2) years after the Effective Date, (ii) the date that is thirty (30) calendar months after the date of this Agreement, or (iii) the Put Closing Date on which the aggregate of the Put Dollar Amounts for all Puts equal the Maximum Offering Amount (the period from the date of this Agreement to the sooner or (i), (ii) or (iii) is referred to as the “Commitment Period”); (h) the Company has breached any covenant in Section 5, Section 6, Section 8 or Section 9 hereof; (i) if no Registration Statement has been declared effective by the date that is one (1) year after the date of this Agreement, the Automatic Termination shall occur on the date that is one (1) year after the date of this Agreement. (j) the suspension from trading or failure of the Common Stock to be listed on an Approved Primary Market for a period of three (3) consecutive Business days; (k) the delisting of the Company’s Common Stock from the Principal Market, provided, however, that the Common Stock is not immediately thereafter trading on another Approved Primary Market; (l) the failure for any reason by the Transfer Agent to issue Commitment Shares or Fee Conversion Shares to the InvestorInvestor following a conversion of the Commitment Preferred Stock, without restrictive legends, or to remove the restrictive legends from the Fee Shares, in each case pursuant to a legend removal request, within five (5) Business Days after the applicable Required Delivery Date; or (m) the Company breaches any representation, warranty, covenant or other term or condition under any Transaction Document if such breach could have a Material Adverse Effect and except, in the case of a breach of a covenant which is reasonably curable, only if such breach continues for a period of at least five (5) Business Days after notice thereof is provided to the Company by Investor. (n) The Company shall have failed to issue, or to cause its transfer agent to issue, to the Investor a certificate representing the Commitment Preferred Stock, in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Commitment Closing Date). For purposes of clarification, notwithstanding any Automatic Termination hereunder, the Investor shall retain all of the Cash Document Preparation Fee, the Commitment Preferred Stock (together with any Commitment Conversion Shares issued or issuable upon conversion thereof) and the Fee Shares in consideration for this Agreement.

Termination of Right to Put. The Company’s right to initiate subsequent Puts to the Investor shall terminate permanently (each, an “Automatic Termination”) upon the occurrence of any of the following: (a) if, at any time, either the Company or any director or executive officer of the Company has engaged in a transaction or conduct related to the Company that has resulted in (i) a Securities and Exchange Commission enforcement action, or (ii) a civil judgment or criminal conviction for fraud or misrepresentation, or for any other offense that, if prosecuted criminally, would constitute a felony under applicable law; (b) on any date after a cumulative time period or series of time periods, consisting only of Ineffective Periods, that continues for a period of ten (10) consecutive Business Days or for more than an aggregate of thirty (30) Business Days in any 365-day period, provided that the Company’s right to initiate Puts shall resume if, thereafter, the Registration Statement remains current and effective for twenty (20) consecutive Trading Days so long as it was never ineffective for more than an aggregate of eighty (80) Trading Days; (c) if at any time the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization (except a corporate reorganization in the normal course of business) or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or any subsidiary of the Company, and such action has not been dismissed within ninety (90) days of filing; (d) if any Person commences a proceeding against the Company pursuant to or within the meaning of any Bankruptcy Law; (e) if the Company pursuant to or within the meaning of any Bankruptcy Law; (A) commences a voluntary case, (B) consents to the entry of an order for relief against it in an involuntary case, (C) consents to the appointment of a Custodian of it or for all or substantially all of its property, (D) makes a general assignment for the benefit of its creditors or is generally unable to pay its debts as the same become due; (f) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (A) is for relief against the Company in an involuntary case, (B) appoints a Custodian of the Company or for all or substantially all of its property, or (C) orders the liquidation of the Company or any Subsidiary; (g) after upon the sooner of (i) the date that is two (2) years after the Effective Date, (ii) the date that is thirty (30) calendar months after the date of this Agreement, or (iii) the Put Closing Date on which the aggregate occurrence of the Put Dollar Amounts for all Puts equal the Maximum Offering Amount (the period from the date of this Agreement to the sooner or (i), (ii) or (iii) is referred to as the “Commitment Period”)Termination Date; (h) the Company has breached any covenant in Section 5, Section 6, Section 8 or Section 9 hereof; (i) if no Registration Statement has been declared effective by the date that is one (1) year after the date of this Agreement, the Automatic Termination shall occur on the date that is one (1) year after the date of this Agreement. (ji) if the Common Stock is listed or quoted and trading, the suspension from trading or failure of the Common Stock to be listed on an Approved Primary Market for a period of three (3) consecutive Business daysTrading Days; (kj) the delisting of the Company’s Common Stock from the Principal Market, provided, however, that the Common Stock is not immediately thereafter trading on another Approved Primary Market, provided that the Company’s right to initiate Puts shall resume if the Company’s Common Stock thereafter trades for twenty (20) consecutive Trading Days on an Approved Primary Market; (lk) the failure for any reason (except the non completion of the Investment Commitment Closing) by the Transfer Agent to issue Commitment Shares or Fee Shares to the Investor, without restrictive legends, pursuant to a legend removal request, within five ten (510) Business Trading Days after the applicable Required Delivery Date; or (ml) the Company breaches any material representation, warranty, covenant or other term or condition under any Transaction Document if such breach could have a Material Adverse Effect and except, in the case of a breach of a covenant which is reasonably curable, only if such breach continues for a period of at least five (5) Business Days after notice thereof is provided to the Company by Investor, unless a specific cure period is specified in this Section 2.3.2, in which case such specific cure period in this Section shall apply. For purposes of clarification, notwithstanding any Automatic Termination hereunder, the Investor shall retain all of the Cash Document Preparation Fee, the Commitment Shares and the Fee Shares in consideration for this Agreement.

Termination of Right to Put. The Company’s right to initiate subsequent Puts to the Investor shall terminate permanently (each, an “Automatic Termination”) upon the occurrence of any of the following: (a) if, at any time, either the Company or any director or executive officer of the Company has engaged in a transaction or conduct related to the Company that has resulted in (i) a Securities and Exchange Commission enforcement actionaction that has been resolved adversely to the Company or such person, or (ii) a civil judgment or criminal conviction for fraud or misrepresentation, or for any other offense that, if prosecuted criminally, would constitute a felony under applicable law; (b) on any date after a cumulative time period or series of time periods, consisting only of Ineffective Periods, that continues for a period of ten (10) consecutive Business Days or for more than an aggregate of thirty (30) Business Days in any 365-day period, provided that the Company’s right to initiate Puts shall resume if, thereafter, the Registration Statement remains current and effective for twenty (20) consecutive Trading Days so long as it was never ineffective for more than an aggregate of eighty (80) Trading Days; (c) if at any time the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or any subsidiary of the Company, and such action has not been dismissed within ninety (90) days of filing; (d) if any Person commences a proceeding against the Company pursuant to or within the meaning of any Bankruptcy Law; (e) if the Company pursuant to or within the meaning of any Bankruptcy Law; (A) commences a voluntary case, (B) consents to the entry of an order for relief against it in an involuntary case, (C) consents to the appointment of a Custodian of it or for all or substantially all of its property, (D) makes a general assignment for the benefit of its creditors or is generally unable to pay its debts as the same become due; (f) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (A) is for relief against the Company in an involuntary case, (B) appoints a Custodian of the Company or for all or substantially all of its property, or (C) orders the liquidation of the Company or any Subsidiary; (g) after the sooner of (i) the date that is two (2) years after the Effective Termination Date, (ii) the date that is thirty (30) calendar months after the date of this Agreement, or (iii) the Put Closing Date on which the aggregate of the Put Dollar Amounts for all Puts equal the Maximum Offering Amount (the period from the date of this Agreement to the sooner or (i), (ii) or (iii) is referred to as the “Commitment Period”);; (h) the Company has breached any covenant in Section 5, Section 6, Section 8 or Section 9 hereofhereof and such breach, if curable, has not been cured within a period of thirty (30) days, unless a specific cure period is specified in this Section 2.3.2, in which case such specific cure period in this Section shall apply; (i) if no Registration Statement has been declared effective by the date that is one (1) year after the date of this Agreement, the Automatic Termination shall occur on the date that is one (1) year after the date of this Agreement. (j) the suspension from trading or failure of the Common Stock to be listed on an Approved Primary Market for a period of three ten (310) consecutive Business daysTrading Days; (k) the delisting of the Company’s Common Stock from the Principal Market, provided, however, that the Common Stock is not immediately thereafter trading on another Approved Primary Market, provided that the Company’s right to initiate Puts shall resume if the Company’s Common Stock thereafter trades for twenty (20) consecutive Trading Days on an Approved Primary Market; (l) the failure for any reason by the Transfer Agent to issue Commitment Shares or Fee Shares to the Investor, without restrictive legends, pursuant to a legend removal request, within five ten (510) Business Trading Days after the applicable Required Delivery Date; or (m) the Company breaches any representation, warranty, covenant or other term or condition under any Transaction Document if such breach could have a Material Adverse Effect and except, in the case of a breach of a covenant which is reasonably curable, only if such breach continues for a period of at least five (5) Business Days after notice thereof is provided to the Company by Investor, unless a specific cure period is specified in this Section 2.3.2, in which case such specific cure period in this Section shall apply. For purposes of clarification, notwithstanding any Automatic Termination hereunder, the Investor shall retain all of the Cash Document Preparation Fee, the Commitment Shares and the Fee Shares in consideration for this Agreement.

Termination of Right to Put. The Company’s right to initiate subsequent Puts to the Investor shall terminate permanently (each, an “Automatic Termination”) upon the occurrence of any of the following: (a) if, at any time, either the Company or any director or executive officer of the Company has engaged in a transaction or conduct related to the Company that has resulted in (i) a Securities and Exchange Commission enforcement action, or (ii) a civil judgment or criminal conviction for fraud or misrepresentation, or for any other offense that, if prosecuted criminally, would constitute a felony under applicable law; (b) on any date after a cumulative time period or series of time periods, consisting only of Ineffective Periods, that continues for a period of ten (10) consecutive Business Days or for more than an aggregate of thirty (30) Business Days in any 365-day period, provided that the Company’s right to initiate Puts shall resume if, thereafter, the Registration Statement remains current and effective for twenty (20) consecutive Trading Days so long as it was never ineffective for more than an aggregate of eighty (80) Trading Days; (c) if at any time the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or any subsidiary of the Company, and such action has not been dismissed within ninety (90) days of filing; (d) if any Person commences a proceeding against the Company pursuant to or within the meaning of any Bankruptcy Law; (e) if the Company pursuant to or within the meaning of any Bankruptcy Law; (A) commences a voluntary case, (B) consents to the entry of an order for relief against it in an involuntary case, (C) consents to the appointment of a Custodian of it or for all or substantially all of its property, (D) makes a general assignment for the benefit of its creditors or is generally unable to pay its debts as the same become due; (f) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (A) is for relief against the Company in an involuntary case, (B) appoints a Custodian of the Company or for all or substantially all of its property, or (C) orders the liquidation of the Company or any Subsidiary; (g) after upon the sooner of (i) the date that is two (2) years after the Effective Date, (ii) the date that is thirty (30) calendar months after the date of this Agreement, or (iii) the Put Closing Date on which the aggregate occurrence of the Put Dollar Amounts for all Puts equal the Maximum Offering Amount (the period from the date of this Agreement to the sooner or (i), (ii) or (iii) is referred to as the “Commitment Period”)Termination Date; (h) the Company has breached any covenant in Section 5, Section 6, Section 8 or Section 9 hereof; (i) if no Registration Statement has been declared effective by the date that is one (1) year after the date of this Agreement, the Automatic Termination shall occur on the date that is one (1) year after the date of this Agreement. (ji) the suspension from trading or failure of the Common Stock to be listed on an Approved Primary Market for a period of three (3) consecutive Business daysTrading Days; (kj) the delisting of the Company’s Common Stock from the Principal Market, provided, however, that the Common Stock is not immediately thereafter trading on another Approved Primary Market, provided that the Company’s right to initiate Puts shall resume if the Company’s Common Stock thereafter trades for twenty (20) consecutive Trading Days on an Approved Primary Market; (lk) the failure for any reason by the Transfer Agent to issue Commitment Shares or Fee Shares to the Investor, without restrictive legends, pursuant to a legend removal request, within five ten (510) Business Trading Days after the applicable Required Delivery Date; or (ml) the Company breaches any representation, warranty, covenant or other term or condition under any Transaction Document if such breach could have a Material Adverse Effect and except, in the case of a breach of a covenant which is reasonably curable, only if such breach continues for a period of at least five (5) Business Days after notice thereof is provided to the Company by Investor, unless a specific cure period is specified in this Section 2.3.2, in which case such specific cure period in this Section shall apply. For purposes of clarification, notwithstanding any Automatic Termination hereunder, the Investor shall retain all of the Cash Document Preparation Fee, the Commitment Shares and the Fee Shares in consideration for this Agreement.

Termination of Right to Put. The Company’s right to initiate subsequent Puts to the Investor shall terminate permanently (each, an “Automatic Termination”) upon the occurrence of any of the following: (a) if, at any time, either the Company or any director or executive officer of the Company has engaged in a transaction or conduct related to the Company that has resulted in (i) a Securities and Exchange Commission enforcement action, or (ii) a civil judgment or criminal conviction for fraud or misrepresentation, or for any other offense that, if prosecuted criminally, would constitute a felony under applicable law; (b) on any date after a cumulative time period or series of time periods, consisting only of Ineffective Periods, that continues for a period of ten (10) consecutive Business Days or for more than an aggregate of thirty (30) Business Days in any 365-day period, provided that the Company’s right to initiate Puts shall resume if, thereafter, the Registration Statement remains current and effective for twenty (20) consecutive Trading Days so long as it was never ineffective for more than an aggregate of eighty (80) Trading Days; (c) if at any time the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or any subsidiary of the Company, and such action has not been dismissed within ninety (90) days of filing; (d) if any Person commences a proceeding against the Company pursuant to or within the meaning of any Bankruptcy Law; (e) if the Company pursuant to or within the meaning of any Bankruptcy Law; (A) commences a voluntary case, (B) consents to the entry of an order for relief against it in an involuntary case, (C) consents to the appointment of a Custodian of it or for all or substantially all of its property, (D) makes a general assignment for the benefit of its creditors or is generally unable to pay its debts as the same become due; (f) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (A) is for relief against the Company in an involuntary case, (B) appoints a Custodian of the Company or for all or substantially all of its property, or (C) orders the liquidation of the Company or any Subsidiary; (g) after upon the sooner of (i) the date that is two (2) years after the Effective Date, (ii) the date that is thirty (30) calendar months after the date of this Agreement, or (iii) the Put Closing Date on which the aggregate occurrence of the Put Dollar Amounts for all Puts equal the Maximum Offering Amount (the period from the date of this Agreement to the sooner or (i), (ii) or (iii) is referred to as the “Commitment Period”)Termination Date; (h) the Company has breached any covenant in Section 5, Section 6, Section 8 or Section 9 hereof; (i) if no Registration Statement has been declared effective by the date that is one (1) year after the date of this Agreement, the Automatic Termination shall occur on the date that is one (1) year after the date of this Agreement. (ji) the suspension from trading or failure of the Common Stock to be listed or quoted on an Approved Primary Market for a period of three (3) consecutive Business daysTrading Days; (kj) the delisting of the Company’s Common Stock from the Principal Market, provided, however, that the Common Stock is not immediately thereafter trading on another Approved Primary Market, provided that the Company’s right to initiate Puts shall resume if the Company’s Common Stock thereafter trades for twenty (20) consecutive Trading Days on an Approved Primary Market; (lk) the failure for any reason by the Transfer Agent to issue Commitment Shares or Fee Shares to the Investor, without restrictive legends, pursuant to a legend removal request, within five ten (510) Business Trading Days after the applicable Required Delivery Date; or (ml) the Company breaches any representation, warranty, covenant or other term or condition under any Transaction Document if such breach could have a Material Adverse Effect and except, in the case of a breach of a covenant which is reasonably curable, only if such breach continues for a period of at least five (5) Business Days after notice thereof is provided to the Company by Investor, unless a specific cure period is specified in this Section 2.3.2, in which case such specific cure period in this Section shall apply. For purposes of clarification, notwithstanding any Automatic Termination hereunder, the Investor shall retain all of the Cash Document Preparation Fee, the Commitment Shares and the Fee Shares in consideration for this Agreement.

Termination of Right to Put. The Company’s right to initiate subsequent Puts to the Investor shall terminate permanently (each, an “Automatic Termination”) upon the occurrence of any of the following: (a) if, at any time, either the Company or any director or executive officer of the Company has engaged in a transaction or conduct related to the Company that has resulted in (i) a Securities and Exchange Commission enforcement action, or (ii) a civil judgment or criminal conviction for fraud or misrepresentation, or for any other offense that, if prosecuted criminally, would constitute a felony under applicable law; (b) on any date after a cumulative time period or series of time periods, consisting only of Ineffective Periods, that continues for a period of ten (10) consecutive Business Days or for more than an aggregate of thirty (30) Business Days in any 365-day period, provided that the Company’s right to initiate Puts shall resume if, thereafter, the Registration Statement remains current and effective for twenty (20) consecutive Trading Days so long as it was never ineffective for more than an aggregate of eighty (80) Trading Days; (c) if at any time the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or any subsidiary of the Company, and such action has not been dismissed within ninety (90) days of filing; (d) if any Person commences a proceeding against the Company pursuant to or within the meaning of any Bankruptcy Law; (e) if the Company pursuant to or within the meaning of any Bankruptcy Law; (A) commences a voluntary case, (B) consents to the entry of an order for relief against it in an involuntary case, (C) consents to the appointment of a Custodian of it or for all or substantially all of its property, (D) makes a general assignment for the benefit of its creditors or is generally unable to pay its debts as the same become due; (f) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (A) is for relief against the Company in an involuntary case, (B) appoints a Custodian of the Company or for all or substantially all of its property, or (C) orders the liquidation of the Company or any Subsidiary; (g) after the sooner of (i) the date that is two (2) years after the Effective Date, (ii) the date that is thirty (30) calendar months Calendar Months after the date of this Agreement, or (iii) the Put Closing Date on which the aggregate of the Put Dollar Amounts for all Puts equal the Maximum Offering Amount (the period from the date of this Agreement to the sooner or (i), (ii) or (iii) is referred to as the “Commitment Period”); (h) upon the Company has breached any covenant in Section 5, Section 6, Section 8 or Section 9 hereofoccurrence of the Termination Date; (i) if no Registration Statement has been declared effective by the date that is one (1) year after the date of this Agreement, the Automatic Termination shall occur on the date that is one (1) year after the date of this Agreement. (j) the suspension from trading or failure of the Common Stock to be listed on an Approved Primary Market for a period of three (3) consecutive Business daysTrading Days; (k) the delisting of the Company’s Common Stock from the Principal Market, provided, however, that the Common Stock is not immediately thereafter trading on another Approved Primary Market, provided that the Company’s right to initiate Puts shall resume if the Company’s Common Stock thereafter trades for twenty (20) consecutive Trading Days on an Approved Primary Market; (l) the failure for any reason by the Transfer Agent to issue Commitment Shares or Fee Shares to the Investor, without restrictive legends, pursuant to a legend removal request, within five ten (510) Business Trading Days after the applicable Required Delivery Date; or (m) the Company breaches any representation, warranty, covenant or other term or condition under any Transaction Document if such breach could have a Material Adverse Effect and except, in the case of a breach of a covenant which is reasonably curable, only if such breach continues for a period of at least five (5) Business Days after notice thereof is provided to the Company by Investor, unless a specific cure period is specified in this Section 2.3.2, in which case such specific cure period in this Section shall apply. (n) the Company shall have failed to provide the Investor with Resolutions as described in Section 6.14, signed by each member of the Company’s Board of Directors, within five (5) Business Days of the date of this Agreement. For purposes of clarification, notwithstanding any Automatic Termination or Company Termination hereunder, the Investor shall retain all of the Cash Document Preparation Fee, the Commitment Shares and the Fee Shares in consideration for this Agreement.

Termination of Right to Put. The Company’s right to initiate subsequent Puts to the Investor shall terminate permanently (each, an “Automatic Termination”) upon the occurrence of any of the following: (a) if, at any time, either the Company or any director or executive officer of the Company has engaged in a transaction or conduct related to the Company that has resulted in (i) a Securities and Exchange Commission enforcement action, or (ii) a civil judgment or criminal conviction for fraud or misrepresentation, or for any other offense that, if prosecuted criminally, would constitute a felony under applicable law; (b) on any date after a cumulative time period or series of time periods, consisting only of Ineffective Periods, that continues for a period of ten (10) consecutive Business Days or for more than an aggregate of thirty (30) Business Days in any 365-day period, provided that the Company’s right to initiate Puts shall resume if, thereafter, the Registration Statement remains current and effective for twenty (20) consecutive Trading Days so long as it was never ineffective for more than an aggregate of eighty (80) Trading Days; (c) if at any time the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or any subsidiary of the Company, and such action has not been dismissed within ninety (90) days of filing; (d) if any Person commences a proceeding against the Company pursuant to or within the meaning of any Bankruptcy Law; (e) if the Company pursuant to or within the meaning of any Bankruptcy Law; (A) commences a voluntary case, (B) consents to the entry of an order for relief against it in an involuntary case, (C) consents to the appointment of a Custodian of it or for all or substantially all of its property, (D) makes a general assignment for the benefit of its creditors or is generally unable to pay its debts as the same become due; (f) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (A) is for relief against the Company in an involuntary case, (B) appoints a Custodian of the Company or for all or substantially all of its property, or (C) orders the liquidation of the Company or any Subsidiary; (g) after upon the sooner of (i) the date that is two (2) years after the Effective Date, (ii) the date that is thirty (30) calendar months after the date of this Agreement, or (iii) the Put Closing Date on which the aggregate occurrence of the Put Dollar Amounts for all Puts equal the Maximum Offering Amount (the period from the date of this Agreement to the sooner or (i), (ii) or (iii) is referred to as the “Commitment Period”)Termination Date; (h) the Company has breached any covenant in Section 5, Section 6, Section 8 or Section 9 hereof; (i) if no Registration Statement has been declared effective by the date that is one (1) year after the date of this Agreement, the Automatic Termination shall occur on the date that is one (1) year after the date of this Agreement. (ji) the suspension from trading or failure of the Common Stock to be listed or quoted on an Approved Primary Market for a period of three (3) consecutive Business daysTrading Days; (kj) the delisting of the Company’s Common Stock from the Principal Market, provided, however, that the Common Stock is not immediately thereafter trading on another Approved Primary Market, provided that the Company’s right to initiate Puts shall resume if the Company’s Common Stock thereafter trades for twenty (20) consecutive Trading Days on an Approved Primary Market; (lk) the failure for any reason by the Transfer Agent to issue Commitment Shares or Fee Shares to the Investor, without restrictive legends, pursuant to a legend removal request, within five ten (510) Business Trading Days after the applicable Required Delivery Date; or (ml) the Company breaches any representation, warranty, covenant or other term or condition under any Transaction Document if such breach could have a Material Adverse Effect and except, in the case of a breach of a covenant which is reasonably curable, only if such breach continues for a period of at least five (5) Business Days after notice thereof is provided to the Company by Investor, unless a specific cure period is specified in this Section 2.3.2, in which case such specific cure period in this Section shall apply. (m) the Company has not filed the Initial Registration Statement (as defined in the Registration Rights Agreement) within six (6) months of the date of this Agreement. For purposes of clarification, notwithstanding any Automatic Termination or Company Termination hereunder, the Investor shall retain all of the Cash Document Preparation Fee, the Commitment Shares and the Fee Shares in consideration for this Agreement.

Termination of Right to Put. The Company’s right to initiate subsequent Puts to the Investor shall terminate permanently (each, an “Automatic Termination”) upon the occurrence of any of the following: (a) if, at any time, either the Company or any director or executive officer of the Company has engaged in a transaction or conduct related to the Company that has resulted in (i) a Securities and Exchange Commission enforcement action, or (ii) a civil judgment or criminal conviction for fraud or misrepresentation, or for any other offense that, if prosecuted criminally, would constitute a felony under applicable law; (b) on any date after a cumulative time period or series of time periods, consisting only of Ineffective Periods, that continues for a period of ten (10) consecutive Business Days or for more than an aggregate of thirty (30) Business Days in any 365-day period; (c) if at any time the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or any subsidiary of the Company; (d) if any Person commences a proceeding against the Company pursuant to or within the meaning of any Bankruptcy Law; (e) if the Company pursuant to or within the meaning of any Bankruptcy Law; (A) commences a voluntary case, (B) consents to the entry of an order for relief against it in an involuntary case, (C) consents to the appointment of a Custodian of it or for all or substantially all of its property, (D) makes a general assignment for the benefit of its creditors or is generally unable to pay its debts as the same become due; (f) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (A) is for relief against the Company in an involuntary case, (B) appoints a Custodian of the Company or for all or substantially all of its property, or (C) orders the liquidation of the Company or any Subsidiary; (g) after the sooner of (i) the date that is two three (23) years after the Effective Date, (ii) the date that is thirty forty (3040) calendar months after the date of this Agreement, or (iii) the Put Tranche Closing Date on which the aggregate of the Put Dollar Amounts for all Puts equal the Maximum Offering Amount (the period from the date of this Agreement to the sooner or (i), (ii) or (iii) is referred to as the “Commitment Period”); (h) the Company has breached any covenant in Section 5, Section 6, Section 8 or Section 9 hereof; (i) if no Registration Statement has been declared effective by the date that is one (1) year after the date of this Agreement, the Automatic Termination shall occur on the date that is one (1) year after the date of this Agreement. (j) the suspension from trading or failure of the Common Stock to be listed on an Approved Primary Market for a period of three (3) consecutive Business days; (k) the delisting of the Company’s Common Stock from the Principal Market, provided, however, that the Common Stock is not immediately thereafter trading on another Approved Primary Market; (l) the failure for any reason by the Transfer Agent to issue Commitment Shares or Fee Shares to the Investor, without restrictive legends, pursuant to a legend removal request, within five (5) Business Days after the applicable Required Delivery Date; or (m) the Company breaches any representation, warranty, covenant or other term or condition under any Transaction Document if such breach could have a Material Adverse Effect and except, in the case of a breach of a covenant which is reasonably curable, only if such breach continues for a period of at least five (5) Business Days after notice thereof is provided to the Company by Investor. For purposes of clarification, notwithstanding any Automatic Termination hereunder, the Investor shall retain all of the Cash Document Preparation Fee, the Commitment Shares and the Fee Shares in consideration for this Agreement.

Termination of Right to Put. The Company’s right to initiate subsequent Puts to the Investor shall terminate permanently (each, an “Automatic Termination”) upon the occurrence of any of the following: (a) if, at any time, either the Company or any director or executive officer of the Company has engaged in a transaction or conduct related to the Company that has resulted in (i) a Securities and Exchange Commission enforcement actionaction that has been resolved adversely to the Company or such person, or (ii) a civil judgment or criminal conviction for fraud or misrepresentation, or for any other offense that, if prosecuted criminally, would constitute a felony under applicable law; (b) on any date after a cumulative time period or series of time periods, consisting only of Ineffective Periods, that continues for a period of ten (10) consecutive Business Days or for more than an aggregate of thirty (30) Business Days in any 365-day period, provided that the Company’s right to initiate Puts shall resume if, thereafter, the Registration Statement remains current and effective for twenty (20) consecutive Trading Days so long as it was never ineffective for more than an aggregate of eighty (80) Trading Days; (c) if at any time the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or any subsidiary of the Company, and such action has not been dismissed within ninety (90) days of filing; (d) if any Person commences a proceeding against the Company pursuant to or within the meaning of any Bankruptcy Law; (e) if the Company pursuant to or within the meaning of any Bankruptcy Law; (A) commences a voluntary case, (B) consents to the entry of an order for relief against it in an involuntary case, (C) consents to the appointment of a Custodian of it or for all or substantially all of its property, (D) makes a general assignment for the benefit of its creditors or is generally unable to pay its debts as the same become due; (f) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (A) is for relief against the Company in an involuntary case, (B) appoints a Custodian of the Company or for all or substantially all of its property, or (C) orders the liquidation of the Company or any Subsidiary; (g) after upon the sooner of (i) the date that is two (2) years after the Effective Date, (ii) the date that is thirty (30) calendar months after the date of this Agreement, or (iii) the Put Closing Date on which the aggregate occurrence of the Put Dollar Amounts for all Puts equal the Maximum Offering Amount (the period from the date of this Agreement to the sooner or (i), (ii) or (iii) is referred to as the “Commitment Period”)Termination Date; (h) the Company has breached any covenant in Section 5, Section 6, Section 8 or Section 9 hereof; (i) if no Registration Statement has been declared effective by the date that is one (1) year after the date of this Agreement, the Automatic Termination shall occur on the date that is one (1) year after the date of this Agreement. (ji) the suspension from trading or failure of the Common Stock to be listed or quoted on an Approved Primary Market for a period of three ten (310) consecutive Business daysTrading Days; (kj) the delisting of the Company’s Common Stock from the Principal Market, provided, however, that the Common Stock is not immediately thereafter trading on another Approved Primary Market, provided that the Company’s right to initiate Puts shall resume if the Company’s Common Stock thereafter trades for ten (10) consecutive Trading Days on an Approved Primary Market; (lk) the failure for any reason by the Transfer Agent to issue Commitment Shares or Fee Shares to the Investor, without restrictive legends, pursuant to a legend removal request, within five ten (510) Business Trading Days after the applicable Required Delivery Date; or (ml) the Company breaches any material representation, warranty, covenant or other term or condition under any Transaction Document if such breach could have a Material Adverse Effect and except, in the case of a breach of a covenant which is reasonably curable, only if such breach continues for a period of at least five (5) Business Days after notice thereof is provided to the Company by Investor, unless a specific cure period is specified in this Section 2.3.2, in which case such specific cure period in this Section shall apply. For purposes of clarification, notwithstanding any Automatic Termination or Company Termination hereunder, the Investor shall retain all of the Cash Document Preparation Fee, the Commitment Shares and the Fee Shares in consideration for this Agreement.

Termination of Right to Put. The Company’s right to initiate subsequent Puts to the Investor shall terminate permanently (each, an “Automatic Termination”) upon the occurrence of any of the following: (a) if, at any time, either the Company or any director or executive officer of the Company has engaged in a transaction or conduct related to the Company that has resulted in (i) a Securities and Exchange Commission enforcement actionaction that has been resolved adversely to the Company or such person, or (ii) a civil judgment or criminal conviction for fraud or misrepresentation, or for any other offense that, if prosecuted criminally, would constitute a felony under applicable law; (b) on any date after a cumulative time period or series of time periods, consisting only of Ineffective Periods, that continues for a period of ten (10) consecutive Business Days or for more than an aggregate of thirty (30) Business Days in any 365-day period, provided that the Company’s right to initiate Puts shall resume if, thereafter, the Registration Statement remains current and effective for twenty (20) consecutive Trading Days so long as it was never ineffective for more than an aggregate of eighty (80) Trading Days; (c) if at any time the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or any subsidiary of the Company, and such action has not been dismissed within ninety (90) days of filing; (d) if any Person commences a proceeding against the Company pursuant to or within the meaning of any Bankruptcy Law; (e) if the Company pursuant to or within the meaning of any Bankruptcy Law; (A) commences a voluntary case, (B) consents to the entry of an order for relief against it in an involuntary case, (C) consents to the appointment of a Custodian of it or for all or substantially all of its property, (D) makes a general assignment for the benefit of its creditors or is generally unable to pay its debts as the same become due; (f) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (A) is for relief against the Company in an involuntary case, (B) appoints a Custodian of the Company or for all or substantially all of its property, or (C) orders the liquidation of the Company or any Subsidiary; (g) after upon the sooner of (i) the date that is two (2) years after the Effective Date, (ii) the date that is thirty (30) calendar months after the date of this Agreement, or (iii) the Put Closing Date on which the aggregate occurrence of the Put Dollar Amounts for all Puts equal the Maximum Offering Amount (the period from the date of this Agreement to the sooner or (i), (ii) or (iii) is referred to as the “Commitment Period”)Termination Date; (h) the Company has breached any covenant in Section 5, Section 6, Section 8 or Section 9 hereofhereof and such breach, if curable, has not been cured within a period of thirty (30) days, unless a specific cure period is specified in this Section 2.3.2, in which case such specific cure period in this Section shall apply; (i) if no Registration Statement has been declared effective by the date that is one (1) year after the date of this Agreement, the Automatic Termination shall occur on the date that is one (1) year after the date of this Agreement. (j) the suspension from trading or failure of the Common Stock to be listed on an Approved Primary Market for a period of three ten (310) consecutive Business daysTrading Days; (k) the delisting of the Company’s Common Stock from the Principal Market, provided, however, that the Common Stock is not immediately thereafter trading on another Approved Primary Market, provided that the Company’s right to initiate Puts shall resume if the Company’s Common Stock thereafter trades for twenty (20) consecutive Trading Days on an Approved Primary Market; (l) the failure for any reason by the Transfer Agent to issue Commitment Shares or Fee Shares to the Investor, without restrictive legends, pursuant to a legend removal request, within five ten (510) Business Trading Days after the applicable Required Delivery Date; or (m) the Company breaches any representation, warranty, covenant or other term or condition under any Transaction Document if such breach could have a Material Adverse Effect and except, in the case of a breach of a covenant which is reasonably curable, only if such breach continues for a period of at least five (5) Business Days after notice thereof is provided to the Company by Investor, unless a specific cure period is specified in this Section 2.3.2, in which case such specific cure period in this Section shall apply. For purposes of clarification, notwithstanding any Automatic Termination hereunder, the Investor shall retain all of the Cash Document Preparation Fee, the Commitment Shares and the Fee Shares in consideration for this Agreement.