Common use of VWAP Purchases Clause in Contracts

VWAP Purchases. Upon the initial satisfaction of all of the conditions set forth in Section 7.2 (the “Commencement” and the date of initial satisfaction of all of such conditions, the “Commencement Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.3, the Company shall have the right, but not the obligation, to direct the Investor, by its timely delivery to the Investor of a VWAP Purchase Notice for a VWAP Purchase (each, a “VWAP Purchase”), specifying in such VWAP Purchase Notice (a) the VWAP Purchase Percentage for such VWAP Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such VWAP Purchase, on the applicable Purchase Date therefor, to purchase a specified VWAP Purchase Share Amount, which shall not exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such Purchase Date in accordance with this Agreement. The Company may timely deliver to the Investor a VWAP Purchase Notice for a VWAP Purchase on any Trading Day selected by the Company as the Purchase Date for such VWAP Purchase, so long as (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding such Purchase Date is not less than the Threshold Price, and (ii) all Shares subject to all prior VWAP Purchases and Intraday VWAP Purchases (as applicable) pursuant to this Agreement have been received by the Investor as DWAC Shares prior to the Company’s delivery to the Investor of such VWAP Purchase Notice for such VWAP Purchase on such Purchase Date. The Investor is obligated to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase), such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such VWAP Purchase Notice exceeds such applicable VWAP Purchase Maximum Amount, and the Investor shall have no obligation to purchase, and shall not purchase, such excess Shares pursuant to such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable VWAP Purchase Maximum Amount pursuant to such VWAP Purchase. At or prior to 5:30 p.m., New York City time, on the Purchase Date for each VWAP Purchase, the Investor shall provide to the Company, by email correspondence to each of the individual notice recipients of the Company set forth in the applicable VWAP Purchase Notice, a written confirmation for such VWAP Purchase, setting forth the applicable VWAP Purchase Price per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, and the total aggregate VWAP Purchase Price to be paid by the Investor for the total VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase. Notwithstanding the foregoing, the Company shall not deliver any VWAP Purchase Notices to the Investor during the PEA Period, any Allowable Grace Period or any MPA Period.

VWAP Purchases. Upon Subject to the initial satisfaction terms and conditions of all this Agreement, in addition to purchases of the conditions set forth Purchase Shares as described in Section 7.2 1(b) above, with one Business Day’s prior written notice (as long as such notice is delivered on or before 5:00 p.m. Eastern time on the “Commencement” and Business Day immediately preceding the date of initial satisfaction of all of such conditions, the “Commencement VWAP Purchase Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.3), the Company shall also have the right, right but not the obligation, obligation to direct the Investor, Buyer by its timely the Company’s delivery to the Investor Buyer of a VWAP Purchase Notice for a from time to time, and the Buyer thereupon shall have the obligation, to buy the VWAP Purchase Share Percentage of the trading volume of the Common Stock on the VWAP Purchase Date up to the VWAP Purchase Share Volume Maximum on the VWAP Purchase Date (eacheach such purchase, a “VWAP Purchase”), specifying in such ) at the VWAP Purchase Price. The Company may deliver a VWAP Purchase Notice to the Buyer on or before 5:00 p.m. Eastern time on a date on which the Company also submitted a Purchase Notice for a Regular Purchase of at least 100,000 Purchase Shares to the Buyer. A VWAP Purchase shall automatically be deemed completed at such time on the VWAP Purchase Date that the Sale Price falls below the VWAP Minimum Price Threshold; in such circumstance, the VWAP Purchase Amount shall be calculated using (ai) the VWAP Purchase Share Percentage of the aggregate shares traded on the Principal Market for such portion of the VWAP Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such VWAP Purchase, on the applicable Purchase Date therefor, to purchase a specified VWAP Purchase Share Amount, which shall not exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such Purchase Date in accordance with this Agreement. The Company may timely deliver prior to the Investor a VWAP Purchase Notice for a VWAP Purchase on any Trading Day selected by time that the Company as the Purchase Date for such VWAP Purchase, so long as (i) the Closing Sale Price of fell below the Common Stock on the Trading Day immediately preceding such Purchase Date is not less than the VWAP Minimum Price Threshold Price, and (ii) all Shares subject a VWAP Purchase Price calculated using the volume weighted average price of Common Stock sold during such portion of the VWAP Purchase Date prior to all prior the time that the Sale Price fell below the VWAP Purchases and Intraday Minimum Price Threshold. Each VWAP Purchases (as applicable) pursuant to this Agreement have been received Purchase Notice must be accompanied by the Investor as DWAC Shares prior instructions to the Company’s delivery Transfer Agent to immediately issue to the Investor Buyer an amount of such VWAP Purchase Notice for such VWAP Purchase on such Purchase Date. The Investor is obligated Common Stock equal to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase), such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such Estimate, a good faith estimate by the Company of the number of Purchase Shares that the Buyer shall have the obligation to buy pursuant to the VWAP Purchase Notice Notice. In no event shall the Buyer, pursuant to any VWAP Purchase, purchase a number of Purchase Shares that exceeds such applicable the VWAP Purchase Maximum Amount, and Share Estimate issued on the Investor shall have no obligation to purchase, and shall not purchase, such excess Shares pursuant to VWAP Purchase Date in connection with such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated Buyer will immediately return to purchase the applicable Company any amount of Common Stock issued pursuant to the VWAP Purchase Maximum Amount pursuant to Share Estimate that exceeds the number of Purchase Shares the Buyer actually purchases in connection with such VWAP Purchase. At or prior to 5:30 p.m., New York City time, on the Purchase Date for Upon completion of each VWAP PurchasePurchase Date, the Investor Buyer shall provide submit to the Company a confirmation of the VWAP Purchase in form and substance reasonably acceptable to the Company, by email correspondence to each of the individual notice recipients of the . The Company set forth in the applicable VWAP Purchase Notice, a written confirmation for such VWAP Purchase, setting forth the applicable VWAP Purchase Price per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, and the total aggregate VWAP Purchase Price to be paid by the Investor for the total VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase. Notwithstanding the foregoing, the Company shall not may deliver any additional VWAP Purchase Notices to the Investor during Buyer from time to time so long as the PEA Periodmost recent purchase has been completed. The Company may, by written notice to the Buyer, in its sole discretion at any Allowable Grace Period or any MPA Periodtime after the date of this Agreement, irrevocably terminate this Section 1(c) and its right to direct the Buyer to make VWAP Purchases.

VWAP Purchases. Upon the initial satisfaction of all of the conditions set forth in Section 7.2 (the “Commencement” and the date of initial satisfaction of all of such conditions, the “Commencement Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.3, the Company shall have the right, but not the obligation, to direct the Investor, by its timely delivery to the Investor of a VWAP Purchase Notice for a VWAP Purchase (each, a “VWAP Purchase”), specifying in such VWAP Purchase Notice (a) the VWAP Purchase Percentage for such VWAP Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such VWAP Purchase, on the applicable Purchase Date therefor, to purchase a specified VWAP Purchase Share Amount, which shall not exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such Purchase Date in accordance with this AgreementAgreement (each such purchase, a “VWAP Purchase”). The Company may timely deliver to the Investor a VWAP Purchase Notice for a VWAP Purchase on any Trading Day selected by the Company as the Purchase Date for such VWAP Purchase, so long as (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding such Purchase Date is not less than the Threshold Price, and (ii) all Shares subject to all prior VWAP Purchases and Intraday VWAP Purchases (as applicable) pursuant to this Agreement have been received by the Investor as DWAC Shares prior to the Company’s delivery to the Investor of such VWAP Purchase Notice for such VWAP Purchase on such Purchase Date. The Investor is obligated to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase)Notice, such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such VWAP Purchase Notice exceeds such applicable VWAP Purchase Maximum Amount, and the Investor shall have no obligation to purchase, and shall not purchase, such excess Shares pursuant to such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable VWAP Purchase Maximum Amount pursuant to such VWAP Purchase. At or prior to 5:30 p.m., New York City time, on the Purchase Date for each VWAP Purchase, the Investor shall provide to the Company, by email correspondence to each of the individual notice recipients of the Company set forth in the applicable VWAP Purchase Notice, a written confirmation for such VWAP Purchase, setting forth the applicable VWAP Purchase Price per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, and the total aggregate VWAP Purchase Price to be paid by the Investor for the total VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase. Notwithstanding the foregoing, the Company shall not deliver any VWAP Purchase Notices to the Investor during the PEA Period, any Allowable Grace Period or any MPA Period.

VWAP Purchases. Upon Subject to the initial satisfaction terms and conditions of all this Agreement, in addition to purchases of the conditions set forth Purchase Shares as described in Section 7.2 1(b) above, with one Business Day’s prior written notice (as long as such notice is delivered on or before 5:00 p.m. Eastern time on the “Commencement” and Business Day immediately preceding the date of initial satisfaction of all of such conditions, the “Commencement VWAP Purchase Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.3), the Company shall also have the right, right but not the obligation, obligation to direct the Investor, Buyer by its timely the Company’s delivery to the Investor Buyer of a VWAP Purchase Notice for a from time to time, and the Buyer thereupon shall have the obligation, to buy the VWAP Purchase Share Percentage of the trading volume of the Common Stock on the VWAP Purchase Date up to the VWAP Purchase Share Volume Maximum on the VWAP Purchase Date (eacheach such purchase, a “VWAP Purchase”), specifying in such ) at the VWAP Purchase Price. The Company may deliver a VWAP Purchase Notice to the Buyer on or before 5:00 p.m. Eastern time on a date on which the Company also submitted a Purchase Notice for a Regular Purchase of at least 50,000 Purchase Shares to the Buyer. The share amount in the prior sentence shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split, or other similar transaction. A VWAP Purchase shall automatically be deemed completed at such time on the VWAP Purchase Date that the Sale Price falls below the VWAP Minimum Price Threshold; in such circumstance, the VWAP Purchase Amount shall be calculated using (ai) the VWAP Purchase Share Percentage of the aggregate shares traded on the Principal Market for such portion of the VWAP Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such VWAP Purchase, on the applicable Purchase Date therefor, to purchase a specified VWAP Purchase Share Amount, which shall not exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such Purchase Date in accordance with this Agreement. The Company may timely deliver prior to the Investor a VWAP Purchase Notice for a VWAP Purchase on any Trading Day selected by time that the Company as the Purchase Date for such VWAP Purchase, so long as (i) the Closing Sale Price of fell below the Common Stock on the Trading Day immediately preceding such Purchase Date is not less than the VWAP Minimum Price Threshold Price, and (ii) all Shares subject a VWAP Purchase Price calculated using the volume weighted average price of Common Stock sold during such portion of the VWAP Purchase Date prior to all prior the time that the Sale Price fell below the VWAP Purchases and Intraday Minimum Price Threshold. Each VWAP Purchases (as applicable) pursuant to this Agreement have been received Purchase Notice must be accompanied by the Investor as DWAC Shares prior instructions to the Company’s delivery Transfer Agent to immediately issue to the Investor Buyer an amount of such VWAP Purchase Notice for such VWAP Purchase on such Purchase Date. The Investor is obligated Common Stock equal to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase), such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such Estimate, a good faith estimate by the Company of the number of Purchase Shares that the Buyer shall have the obligation to buy pursuant to the VWAP Purchase Notice Notice. In no event shall the Buyer, pursuant to any VWAP Purchase, purchase a number of Purchase Shares that exceeds such applicable the VWAP Purchase Maximum Amount, and Share Estimate issued on the Investor shall have no obligation to purchase, and shall not purchase, such excess Shares pursuant to VWAP Purchase Date in connection with such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated Buyer will immediately return to purchase the applicable Company any amount of Common Stock issued pursuant to the VWAP Purchase Maximum Amount pursuant to Share Estimate that exceeds the number of Purchase Shares the Buyer actually purchases in connection with such VWAP Purchase. At or prior to 5:30 p.m., New York City time, on the Purchase Date for Upon completion of each VWAP PurchasePurchase Date, the Investor Buyer shall provide submit to the Company a confirmation of the VWAP Purchase in form and substance reasonably acceptable to the Company, by email correspondence to each of the individual notice recipients of the . The Company set forth in the applicable VWAP Purchase Notice, a written confirmation for such VWAP Purchase, setting forth the applicable VWAP Purchase Price per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, and the total aggregate VWAP Purchase Price to be paid by the Investor for the total VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase. Notwithstanding the foregoing, the Company shall not may deliver any additional VWAP Purchase Notices to the Investor during Buyer from time to time so long as the PEA Period, any Allowable Grace Period or any MPA Periodmost recent purchase has been completed.

VWAP Purchases. Upon Subject to the initial satisfaction terms and conditions of all this Agreement, in addition to purchases of the conditions set forth Purchase Shares as described in Section 7.2 1(b) above, with one Business Day’s prior written notice (as long as such notice is delivered on or before 5:00 p.m. Eastern time on the “Commencement” and Business Day immediately preceding the date of initial satisfaction of all of such conditions, the “Commencement VWAP Purchase Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.3), the Company shall also have the right, right but not the obligation, obligation to direct the Investor, Buyer by its timely the Company’s delivery to the Investor Buyer of a VWAP Purchase Notice for a from time to time, and the Buyer thereupon shall have the obligation, to buy the VWAP Purchase Share Percentage of the trading volume of the Common Stock on the VWAP Purchase Date up to the VWAP Purchase Share Volume Maximum on the VWAP Purchase Date (eacheach such purchase, a “VWAP Purchase”), specifying in such ) at the VWAP Purchase Price. The Company may deliver a VWAP Purchase Notice to the Buyer on or before 5:00 p.m. Eastern time on a date on which the Company also submitted a Purchase Notice for a Regular Purchase of at least 50,000 Purchase Shares to the Buyer. A VWAP Purchase shall automatically be deemed completed at such time on the VWAP Purchase Date that the Sale Price falls below the VWAP Minimum Price Threshold; in such circumstance, the VWAP Purchase Amount shall be calculated using (ai) the VWAP Purchase Share Percentage of the aggregate shares traded on the Principal Market for such portion of the VWAP Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such VWAP Purchase, on the applicable Purchase Date therefor, to purchase a specified VWAP Purchase Share Amount, which shall not exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such Purchase Date in accordance with this Agreement. The Company may timely deliver prior to the Investor a VWAP Purchase Notice for a VWAP Purchase on any Trading Day selected by time that the Company as the Purchase Date for such VWAP Purchase, so long as (i) the Closing Sale Price of fell below the Common Stock on the Trading Day immediately preceding such Purchase Date is not less than the VWAP Minimum Price Threshold Price, and (ii) all Shares subject a VWAP Purchase Price calculated using the volume weighted average price of Common Stock sold during such portion of the VWAP Purchase Date prior to all prior the time that the Sale Price fell below the VWAP Purchases and Intraday Minimum Price Threshold. Each VWAP Purchases (as applicable) pursuant to this Agreement have been received Purchase Notice must be accompanied by the Investor as DWAC Shares prior instructions to the Company’s delivery Transfer Agent to immediately issue to the Investor Buyer an amount of such VWAP Purchase Notice for such VWAP Purchase on such Purchase Date. The Investor is obligated Common Stock equal to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase), such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such Estimate, a good faith estimate by the Company of the number of Purchase Shares that the Buyer shall have the obligation to buy pursuant to the VWAP Purchase Notice Notice. In no event shall the Buyer, pursuant to any VWAP Purchase, purchase a number of Purchase Shares that exceeds such applicable the VWAP Purchase Maximum Amount, and Share Estimate issued on the Investor shall have no obligation to purchase, and shall not purchase, such excess Shares pursuant to VWAP Purchase Date in connection with such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated Buyer will immediately return to purchase the applicable Company any amount of Common Stock issued pursuant to the VWAP Purchase Maximum Amount pursuant to Share Estimate that exceeds the number of Purchase Shares the Buyer actually purchases in connection with such VWAP Purchase. At or prior to 5:30 p.m., New York City time, on the Purchase Date for Upon completion of each VWAP PurchasePurchase Date, the Investor Buyer shall provide submit to the Company a confirmation of the VWAP Purchase in form and substance reasonably acceptable to the Company, by email correspondence to each of the individual notice recipients of the . The Company set forth in the applicable VWAP Purchase Notice, a written confirmation for such VWAP Purchase, setting forth the applicable VWAP Purchase Price per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, and the total aggregate VWAP Purchase Price to be paid by the Investor for the total VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase. Notwithstanding the foregoing, the Company shall not may deliver any additional VWAP Purchase Notices to the Investor during Buyer from time to time so long as the PEA Periodmost recent purchase has been completed. The Company may, by written notice to the Buyer, in its sole discretion at any Allowable Grace Period or any MPA Periodtime after the date of this Agreement, irrevocably terminate this Section 1(c) and its right to direct the Buyer to make VWAP Purchases.

VWAP Purchases. Upon Subject to the initial satisfaction terms and conditions of all this Agreement, in addition to purchases of the conditions set forth Purchase Shares as described in Section 7.2 1(b) above, with one Business Day’s prior written notice (as long as such notice is delivered on or before 5:00 p.m. Eastern time on the “Commencement” and Business Day immediately preceding the date of initial satisfaction of all of such conditions, the “Commencement VWAP Purchase Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.3), the Company shall also have the right, right but not the obligation, obligation to direct the Investor, Buyer by its timely the Company’s delivery to the Investor Buyer of a VWAP Purchase Notice for a from time to time, and the Buyer thereupon shall have the obligation, to buy the VWAP Purchase Share Percentage of the trading volume of the Common Stock on the VWAP Purchase Date up to the VWAP Purchase Share Volume Maximum on the VWAP Purchase Date (eacheach such purchase, a “VWAP Purchase”), specifying in such ) at the VWAP Purchase Price. The Company may deliver a VWAP Purchase Notice to the Buyer on or before 5:00 p.m. Eastern time on a date on which the Company also submitted a Purchase Notice for a Regular Purchase of 100,000 Purchase Shares to the Buyer. The share amount in the prior sentence shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split, or other similar transaction. A VWAP Purchase shall automatically be deemed completed at such time on the VWAP Purchase Date that the Sale Price falls below the VWAP Minimum Price Threshold; in such circumstance, the VWAP Purchase Amount shall be calculated using (ai) the VWAP Purchase Share Percentage of the aggregate shares traded on the Principal Market for such portion of the VWAP Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such VWAP Purchase, on the applicable Purchase Date therefor, to purchase a specified VWAP Purchase Share Amount, which shall not exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such Purchase Date in accordance with this Agreement. The Company may timely deliver prior to the Investor a VWAP Purchase Notice for a VWAP Purchase on any Trading Day selected by time that the Company as the Purchase Date for such VWAP Purchase, so long as (i) the Closing Sale Price of fell below the Common Stock on the Trading Day immediately preceding such Purchase Date is not less than the VWAP Minimum Price Threshold Price, and (ii) all Shares subject a VWAP Purchase Price calculated using the volume weighted average price of Common Stock sold during such portion of the VWAP Purchase Date prior to all prior the time that the Sale Price fell below the VWAP Purchases and Intraday Minimum Price Threshold. Each VWAP Purchases (as applicable) pursuant to this Agreement have been received Purchase Notice must be accompanied by the Investor as DWAC Shares prior instructions to the Company’s delivery Transfer Agent to immediately issue to the Investor Buyer an amount of such VWAP Purchase Notice for such VWAP Purchase on such Purchase Date. The Investor is obligated Common Stock equal to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase), such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such Estimate, a good faith estimate by the Company of the number of Purchase Shares that the Buyer shall have the obligation to buy pursuant to the VWAP Purchase Notice Notice. In no event shall the Buyer, pursuant to any VWAP Purchase, purchase a number of Purchase Shares that exceeds such applicable the VWAP Purchase Maximum Amount, and Share Estimate issued on the Investor shall have no obligation to purchase, and shall not purchase, such excess Shares pursuant to VWAP Purchase Date in connection with such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated Buyer will immediately return to purchase the applicable Company any amount of Common Stock issued pursuant to the VWAP Purchase Maximum Amount pursuant to Share Estimate that exceeds the number of Purchase Shares the Buyer actually purchases in connection with such VWAP Purchase. At or prior to 5:30 p.m., New York City time, on the Purchase Date for Upon completion of each VWAP PurchasePurchase Date, the Investor Buyer shall provide submit to the Company a confirmation of the VWAP Purchase in form and substance reasonably acceptable to the Company, by email correspondence to each of the individual notice recipients of the . The Company set forth in the applicable VWAP Purchase Notice, a written confirmation for such VWAP Purchase, setting forth the applicable VWAP Purchase Price per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, and the total aggregate VWAP Purchase Price to be paid by the Investor for the total VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase. Notwithstanding the foregoing, the Company shall not may deliver any additional VWAP Purchase Notices to the Investor during Buyer from time to time so long as the PEA Period, any Allowable Grace Period or any MPA Periodmost recent purchase has been completed.

VWAP Purchases. Upon Subject to the initial satisfaction terms and conditions of all this Agreement, in addition to purchases of the conditions set forth Purchase Shares as described in Section 7.2 1(b) above, with one Business Day’s prior written notice (as long as such notice is delivered on or before 5:00 p.m. Eastern time on the “Commencement” and Business Day immediately preceding the date of initial satisfaction of all of such conditions, the “Commencement VWAP Purchase Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.3), the Company shall also have the right, right but not the obligation, obligation to direct the Investor, Buyer by its timely the Company’s delivery to the Investor Buyer of a VWAP Purchase Notice for a from time to time, and the Buyer thereupon shall have the obligation, to buy the VWAP Purchase Share Percentage of the trading volume of the Common Stock on the VWAP Purchase Date up to the VWAP Purchase Share Volume Maximum on the VWAP Purchase Date (eacheach such purchase, a “VWAP Purchase”), specifying in such ) at the VWAP Purchase Price. The Company may deliver a VWAP Purchase Notice to the Buyer on or before 5:00 p.m. Eastern time on a date on which the Company also submitted a Purchase Notice for a Regular Purchase of at least 100,000 Purchase Shares to the Buyer. The share amount in the prior sentence shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split, or other similar transaction. A VWAP Purchase shall automatically be deemed completed at such time on the VWAP Purchase Date that the Sale Price falls below the VWAP Minimum Price Threshold; in such circumstance, the VWAP Purchase Amount shall be calculated using (ai) the VWAP Purchase Share Percentage of the aggregate shares traded on the Principal Market for such portion of the VWAP Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such VWAP Purchase, on the applicable Purchase Date therefor, to purchase a specified VWAP Purchase Share Amount, which shall not exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such Purchase Date in accordance with this Agreement. The Company may timely deliver prior to the Investor a VWAP Purchase Notice for a VWAP Purchase on any Trading Day selected by time that the Company as the Purchase Date for such VWAP Purchase, so long as (i) the Closing Sale Price of fell below the Common Stock on the Trading Day immediately preceding such Purchase Date is not less than the VWAP Minimum Price Threshold Price, and (ii) all Shares subject a VWAP Purchase Price calculated using the volume weighted average price of Common Stock sold during such portion of the VWAP Purchase Date prior to all prior the time that the Sale Price fell below the VWAP Purchases and Intraday Minimum Price Threshold. Each VWAP Purchases (as applicable) pursuant to this Agreement have been received Purchase Notice must be accompanied by the Investor as DWAC Shares prior instructions to the Company’s delivery Transfer Agent to immediately issue to the Investor Buyer an amount of such VWAP Purchase Notice for such VWAP Purchase on such Purchase Date. The Investor is obligated Common Stock equal to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase), such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such Estimate, a good faith estimate by the Company of the number of Purchase Shares that the Buyer shall have the obligation to buy pursuant to the VWAP Purchase Notice Notice. In no event shall the Buyer, pursuant to any VWAP Purchase, purchase a number of Purchase Shares that exceeds such applicable the VWAP Purchase Maximum Amount, and Share Estimate issued on the Investor shall have no obligation to purchase, and shall not purchase, such excess Shares pursuant to VWAP Purchase Date in connection with such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated Buyer will immediately return to purchase the applicable Company any amount of Common Stock issued pursuant to the VWAP Purchase Maximum Amount pursuant to Share Estimate that exceeds the number of Purchase Shares the Buyer actually purchases in connection with such VWAP Purchase. At or prior to 5:30 p.m., New York City time, on the Purchase Date for Upon completion of each VWAP PurchasePurchase Date, the Investor Buyer shall provide submit to the Company a confirmation of the VWAP Purchase in form and substance reasonably acceptable to the Company, by email correspondence to each of the individual notice recipients of the . The Company set forth in the applicable VWAP Purchase Notice, a written confirmation for such VWAP Purchase, setting forth the applicable VWAP Purchase Price per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, and the total aggregate VWAP Purchase Price to be paid by the Investor for the total VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase. Notwithstanding the foregoing, the Company shall not may deliver any additional VWAP Purchase Notices to the Investor during Buyer from time to time so long as the PEA Period, any Allowable Grace Period or any MPA Periodmost recent purchase has been completed.

VWAP Purchases. Upon Subject to the initial satisfaction terms and conditions of all this Agreement, in addition to purchases of the conditions set forth Purchase Shares as described in Section 7.2 1(b) above, with one Business Day’s prior written notice (as long as such notice is delivered on or before 5:00 p.m. Eastern time on the “Commencement” and Business Day immediately preceding the date of initial satisfaction of all of such conditions, the “Commencement VWAP Purchase Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.3), the Company shall also have the right, right but not the obligation, obligation to direct the Investor, Buyer by its timely the Company’s delivery to the Investor Buyer of a VWAP Purchase Notice for a from time to time, and the Buyer thereupon shall have the obligation, to buy the VWAP Purchase Share Percentage of the trading volume of the Common Stock on the VWAP Purchase Date up to the VWAP Purchase Share Volume Maximum on the VWAP Purchase Date (eacheach such purchase, a “VWAP Purchase”), specifying in such ) at the VWAP Purchase Price. The Company may deliver a VWAP Purchase Notice to the Buyer on or before 5:00 p.m. Eastern time on a date on which the Company also submitted a Purchase Notice for a Regular Purchase of at least 300,000 Purchase Shares to the Buyer. The share amount in the prior sentence shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split, or other similar transaction. A VWAP Purchase shall automatically be deemed completed at such time on the VWAP Purchase Date that the Sale Price falls below the VWAP Minimum Price Threshold; in such circumstance, the VWAP Purchase Amount shall be calculated using (ai) the VWAP Purchase Share Percentage of the aggregate shares traded on the Principal Market for such portion of the VWAP Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such VWAP Purchase, on the applicable Purchase Date therefor, to purchase a specified VWAP Purchase Share Amount, which shall not exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such Purchase Date in accordance with this Agreement. The Company may timely deliver prior to the Investor a VWAP Purchase Notice for a VWAP Purchase on any Trading Day selected by time that the Company as the Purchase Date for such VWAP Purchase, so long as (i) the Closing Sale Price of fell below the Common Stock on the Trading Day immediately preceding such Purchase Date is not less than the VWAP Minimum Price Threshold Price, and (ii) all Shares subject a VWAP Purchase Price calculated using the volume weighted average price of Common Stock sold during such portion of the VWAP Purchase Date prior to all prior the time that the Sale Price fell below the VWAP Purchases and Intraday Minimum Price Threshold. Each VWAP Purchases (as applicable) pursuant to this Agreement have been received Purchase Notice must be accompanied by the Investor as DWAC Shares prior instructions to the Company’s delivery Transfer Agent to immediately issue to the Investor Buyer an amount of such VWAP Purchase Notice for such VWAP Purchase on such Purchase Date. The Investor is obligated Common Stock equal to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase), such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such Estimate, a good faith estimate by the Company of the number of Purchase Shares that the Buyer shall have the obligation to buy pursuant to the VWAP Purchase Notice Notice. In no event shall the Buyer, pursuant to any VWAP Purchase, purchase a number of Purchase Shares that exceeds such applicable the VWAP Purchase Maximum Amount, and Share Estimate issued on the Investor shall have no obligation to purchase, and shall not purchase, such excess Shares pursuant to VWAP Purchase Date in connection with such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated Buyer will immediately return to purchase the applicable Company any amount of Common Stock issued pursuant to the VWAP Purchase Maximum Amount pursuant to Share Estimate that exceeds the number of Purchase Shares the Buyer actually purchases in connection with such VWAP Purchase. At or prior to 5:30 p.m., New York City time, on the Purchase Date for Upon completion of each VWAP PurchasePurchase Date, the Investor Buyer shall provide submit to the Company a confirmation of the VWAP Purchase in form and substance reasonably acceptable to the Company, by email correspondence to each of the individual notice recipients of the . The Company set forth in the applicable VWAP Purchase Notice, a written confirmation for such VWAP Purchase, setting forth the applicable VWAP Purchase Price per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, and the total aggregate VWAP Purchase Price to be paid by the Investor for the total VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase. Notwithstanding the foregoing, the Company shall not may deliver any additional VWAP Purchase Notices to the Investor during Buyer from time to time so long as the PEA Period, any Allowable Grace Period or any MPA Periodmost recent purchase has been completed.

VWAP Purchases. Upon Subject to the initial satisfaction terms and conditions of all this Agreement, in addition to purchases of the conditions set forth Purchase Shares as described in Section 7.2 1(b) above, with one Business Day’s prior written notice (as long as such notice is delivered on or before 5:00 p.m. Eastern time on the “Commencement” and Business Day immediately preceding the date of initial satisfaction of all of such conditions, the “Commencement VWAP Purchase Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.3), the Company shall also have the right, right but not the obligation, obligation to direct the Investor, Buyer by its timely the Company’s delivery to the Investor Buyer of a VWAP Purchase Notice for a from time to time, and the Buyer thereupon shall have the obligation, to buy the VWAP Purchase Share Percentage of the trading volume of the Common Stock on the VWAP Purchase Date up to the VWAP Purchase Share Volume Maximum on the VWAP Purchase Date (eacheach such purchase, a “VWAP Purchase”), specifying in such ) at the VWAP Purchase Price. The Company may deliver a VWAP Purchase Notice to the Buyer on or before 5:00 p.m. Eastern time on a date on which the Company also submitted a Purchase Notice for a Regular Purchase of at least 200,000 Purchase Shares to the Buyer. The share amount in the prior sentence shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split, or other similar transaction. A VWAP Purchase shall automatically be deemed completed at such time on the VWAP Purchase Date that the Sale Price falls below the VWAP Minimum Price Threshold; in such circumstance, the VWAP Purchase Amount shall be calculated using (ai) the VWAP Purchase Share Percentage of the aggregate shares traded on the Principal Market for such portion of the VWAP Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such VWAP Purchase, on the applicable Purchase Date therefor, to purchase a specified VWAP Purchase Share Amount, which shall not exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such Purchase Date in accordance with this Agreement. The Company may timely deliver prior to the Investor a VWAP Purchase Notice for a VWAP Purchase on any Trading Day selected by time that the Company as the Purchase Date for such VWAP Purchase, so long as (i) the Closing Sale Price of fell below the Common Stock on the Trading Day immediately preceding such Purchase Date is not less than the VWAP Minimum Price Threshold Price, and (ii) all Shares subject a VWAP Purchase Price calculated using the volume weighted average price of Common Stock sold during such portion of the VWAP Purchase Date prior to all prior the time that the Sale Price fell below the VWAP Purchases and Intraday Minimum Price Threshold. Each VWAP Purchases (as applicable) pursuant to this Agreement have been received Purchase Notice must be accompanied by the Investor as DWAC Shares prior instructions to the Company’s delivery Transfer Agent to immediately issue to the Investor Buyer an amount of such VWAP Purchase Notice for such VWAP Purchase on such Purchase Date. The Investor is obligated Common Stock equal to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase), such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such Estimate, a good faith estimate by the Company of the number of Purchase Shares that the Buyer shall have the obligation to buy pursuant to the VWAP Purchase Notice Notice. In no event shall the Buyer, pursuant to any VWAP Purchase, purchase a number of Purchase Shares that exceeds such applicable the VWAP Purchase Maximum Amount, and Share Estimate issued on the Investor shall have no obligation to purchase, and shall not purchase, such excess Shares pursuant to VWAP Purchase Date in connection with such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated Buyer will immediately return to purchase the applicable Company any amount of Common Stock issued pursuant to the VWAP Purchase Maximum Amount pursuant to Share Estimate that exceeds the number of Purchase Shares the Buyer actually purchases in connection with such VWAP Purchase. At or prior to 5:30 p.m., New York City time, on the Purchase Date for Upon completion of each VWAP PurchasePurchase Date, the Investor Buyer shall provide submit to the Company a confirmation of the VWAP Purchase in form and substance reasonably acceptable to the Company, by email correspondence to each of the individual notice recipients of the . The Company set forth in the applicable VWAP Purchase Notice, a written confirmation for such VWAP Purchase, setting forth the applicable VWAP Purchase Price per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, and the total aggregate VWAP Purchase Price to be paid by the Investor for the total VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase. Notwithstanding the foregoing, the Company shall not may deliver any additional VWAP Purchase Notices to the Investor during Buyer from time to time so long as the PEA Period, any Allowable Grace Period or any MPA Periodmost recent purchase has been completed.

VWAP Purchases. Upon Subject to the initial satisfaction terms and conditions of all this Agreement, in addition to purchases of the conditions set forth Purchase Shares as described in Section 7.2 1(b) above, with one Business Day’s prior written notice (as long as such notice is delivered on or before 5:00 p.m. Eastern time on the “Commencement” and Business Day immediately preceding the date of initial satisfaction of all of such conditions, the “Commencement VWAP Purchase Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.3), the Company shall also have the right, right but not the obligation, obligation to direct the Investor, Buyer by its timely the Company’s delivery to the Investor Buyer of a VWAP Purchase Notice for a from time to time, and the Buyer thereupon shall have the obligation, to buy the VWAP Purchase Share Percentage of the trading volume of the Common Stock on the VWAP Purchase Date up to the VWAP Purchase Share Volume Maximum on the VWAP Purchase Date (eacheach such purchase, a “VWAP Purchase”), specifying in such ) at the VWAP Purchase Price. The Company may deliver a VWAP Purchase Notice to the Buyer on or before 5:00 p.m. Eastern time on a date on which the Company also submitted a Purchase Notice for a Regular Purchase of at least 150,000 Purchase Shares to the Buyer. The share amount in the prior sentence shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split, or other similar transaction. A VWAP Purchase shall automatically be deemed completed at such time on the VWAP Purchase Date that the Sale Price falls below the VWAP Minimum Price Threshold; in such circumstance, the VWAP Purchase Amount shall be calculated using (ai) the VWAP Purchase Share Percentage of the aggregate shares traded on the Principal Market for such portion of the VWAP Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such VWAP Purchase, on the applicable Purchase Date therefor, to purchase a specified VWAP Purchase Share Amount, which shall not exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such Purchase Date in accordance with this Agreement. The Company may timely deliver prior to the Investor a VWAP Purchase Notice for a VWAP Purchase on any Trading Day selected by time that the Company as the Purchase Date for such VWAP Purchase, so long as (i) the Closing Sale Price of fell below the Common Stock on the Trading Day immediately preceding such Purchase Date is not less than the VWAP Minimum Price Threshold Price, and (ii) all Shares subject a VWAP Purchase Price calculated using the volume weighted average price of Common Stock sold during such portion of the VWAP Purchase Date prior to all prior the time that the Sale Price fell below the VWAP Purchases and Intraday Minimum Price Threshold. Each VWAP Purchases (as applicable) pursuant to this Agreement have been received Purchase Notice must be accompanied by the Investor as DWAC Shares prior instructions to the Company’s delivery Transfer Agent to immediately issue to the Investor Buyer an amount of such VWAP Purchase Notice for such VWAP Purchase on such Purchase Date. The Investor is obligated Common Stock equal to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase), such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such Estimate, a good faith estimate by the Company of the number of Purchase Shares that the Buyer shall have the obligation to buy pursuant to the VWAP Purchase Notice Notice. In no event shall the Buyer, pursuant to any VWAP Purchase, purchase a number of Purchase Shares that exceeds such applicable the VWAP Purchase Maximum Amount, and Share Estimate issued on the Investor shall have no obligation to purchase, and shall not purchase, such excess Shares pursuant to VWAP Purchase Date in connection with such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated Buyer will immediately return to purchase the applicable Company any amount of Common Stock issued pursuant to the VWAP Purchase Maximum Amount pursuant to Share Estimate that exceeds the number of Purchase Shares the Buyer actually purchases in connection with such VWAP Purchase. At or prior to 5:30 p.m., New York City time, on the Purchase Date for Upon completion of each VWAP PurchasePurchase Date, the Investor Buyer shall provide submit to the Company a confirmation of the VWAP Purchase in form and substance reasonably acceptable to the Company, by email correspondence to each of the individual notice recipients of the . The Company set forth in the applicable VWAP Purchase Notice, a written confirmation for such VWAP Purchase, setting forth the applicable VWAP Purchase Price per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, and the total aggregate VWAP Purchase Price to be paid by the Investor for the total VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase. Notwithstanding the foregoing, the Company shall not may deliver any additional VWAP Purchase Notices to the Investor during Buyer from time to time so long as the PEA Period, any Allowable Grace Period or any MPA Periodmost recent purchase has been completed.

VWAP Purchases. Upon Subject to the initial satisfaction terms and conditions of all this Agreement, in addition to purchases of the conditions set forth Purchase Shares as described in Section 7.2 (the “Commencement” and the date of initial satisfaction of all of such conditions1(b) above, the “Commencement Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.3with one Business Day’s prior written notice, the Company shall also have the right, right but not the obligation, obligation to direct Buyer by the Investor, by its timely Company’s delivery to the Investor Buyer of a VWAP Purchase Notice for a from time to time, and Buyer thereupon shall have the obligation, to buy the VWAP Purchase Share Percentage of the trading volume of the Common Stock on the VWAP Purchase Date up to the VWAP Purchase Share Volume Maximum on the VWAP Purchase Date (eachas long as such notice is delivered on or before 5:00 p.m. eastern time on the Business Day immediately preceding the VWAP Purchase Date) (each such purchase, a “VWAP Purchase”), specifying in such VWAP Purchase Notice (a) at the VWAP Purchase Percentage for such VWAP Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such VWAP Purchase, on the applicable Purchase Date therefor, to purchase a specified VWAP Purchase Share Amount, which shall not exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such Purchase Date in accordance with this AgreementPrice. The Company may timely deliver to the Investor a VWAP Purchase Notice to the Buyer only on a date on which the Company also submitted a Purchase Notice for a Regular Purchase of at least 50,000 Purchase Shares to the Buyer. A VWAP Purchase shall automatically be deemed completed at such time on any Trading Day selected by the Company as the VWAP Purchase Date for such VWAP Purchase, so long as (i) that the Closing Sale Price sale price of the Common Stock on falls below the Trading Day immediately preceding VWAP Minimum Price Threshold; in such circumstance, the VWAP Purchase Amount shall be calculated using the VWAP Purchase Share Percentage of the aggregate shares traded for such portion of the VWAP Purchase Date is not less than prior to the time that the sale price of the Common Stock fell below the VWAP Minimum Price Threshold Price, and (ii) all Shares subject the VWAP Purchase Price shall be calculated using the volume weighted average price of Common Stock sold during such portion of the VWAP Purchase Date prior to all prior the time that the sale price of the Common Stock fell below the VWAP Purchases and Intraday Minimum Price Threshold. Each VWAP Purchases (as applicable) pursuant to this Agreement have been received Purchase Notice must be accompanied by the Investor as DWAC Shares prior instructions to the Company’s delivery transfer Agent to immediately issue to the Investor Buyer an amount of such VWAP Purchase Notice for such VWAP Purchase on such Purchase Date. The Investor is obligated Common Stock equal to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase), such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such Estimate, a good faith estimate by the Company of the number of Purchase Shares that the Buyer shall have the obligation to buy pursuant to the VWAP Purchase Notice Notice. In no event shall the Buyer pursuant to any VWAP Purchase, purchase a number of Purchase Shares that exceeds such applicable the VWAP Purchase Maximum Amount, and Share Estimate issued on the Investor shall have no obligation to purchase, and shall not purchase, such excess Shares pursuant to VWAP Purchase Date in connection with such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated Buyer will immediately return to purchase the applicable Company any amount of Common Stock issued pursuant to the VWAP Purchase Maximum Amount pursuant to Share Estimate that exceeds the number of Purchase Shares the Buyer actually purchases in connection with such VWAP Purchase. At or prior to 5:30 p.m., New York City time, on the Purchase Date for Upon completion of each VWAP PurchasePurchase Date, the Investor Buyer shall provide submit to the Company a confirmation of the VWAP Purchase in form and substance reasonably acceptable to the Company, by email correspondence to each of the individual notice recipients of the . The Company set forth in the applicable VWAP Purchase Notice, a written confirmation for such VWAP Purchase, setting forth the applicable VWAP Purchase Price per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, and the total aggregate VWAP Purchase Price to be paid by the Investor for the total VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase. Notwithstanding the foregoing, the Company shall not may deliver any additional VWAP Purchase Notices to the Investor during Buyer from time to time so long as the PEA Period, any Allowable Grace Period or any MPA Periodmost recent purchase has been completed.

VWAP Purchases. Upon Subject to the initial satisfaction terms and conditions of all this Agreement, in addition to purchases of the conditions set forth Purchase Shares as described in Section 7.2 (the “Commencement” and the date of initial satisfaction of all of such conditions1(b) above, the “Commencement Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.3with one Business Day’s prior written notice, the Company shall also have the right, right but not the obligation, obligation to direct the Investor, Buyer by its timely the Company’s delivery to the Investor Buyer of a VWAP Purchase Notice for a from time to time, and the Buyer thereupon shall have the obligation, to buy the VWAP Purchase Share Percentage of the trading volume of the Common Stock on the VWAP Purchase Date up to the VWAP Purchase Share Volume Maximum on the VWAP Purchase Date (eacheach such purchase, a “VWAP Purchase”), specifying in such ) at the VWAP Purchase Price. The Company may deliver a VWAP Purchase Notice to the Buyer on or before 5:00 p.m. Eastern time on a date on which the Company also submitted a Purchase Notice for a Regular Purchase of at least 50,000 Purchase Shares to the Buyer. The share amount in the prior sentence shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split, or other similar transaction. A VWAP Purchase shall automatically be deemed completed at such time on the VWAP Purchase Date that the Sale Price falls below the VWAP Minimum Price Threshold; in such circumstance, the VWAP Purchase Amount shall be calculated using (ai) the VWAP Purchase Share Percentage of the aggregate shares traded on the Principal Market for such portion of the VWAP Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such VWAP Purchase, on the applicable Purchase Date therefor, to purchase a specified VWAP Purchase Share Amount, which shall not exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such Purchase Date in accordance with this Agreement. The Company may timely deliver prior to the Investor a VWAP Purchase Notice for a VWAP Purchase on any Trading Day selected by time that the Company as the Purchase Date for such VWAP Purchase, so long as (i) the Closing Sale Price of fell below the Common Stock on the Trading Day immediately preceding such Purchase Date is not less than the VWAP Minimum Price Threshold Price, and (ii) all Shares subject a VWAP Purchase Price calculated using the volume weighted average price of Common Stock sold during such portion of the VWAP Purchase Date prior to all prior the time that the Sale Price fell below the VWAP Purchases and Intraday Minimum Price Threshold. Each VWAP Purchases (as applicable) pursuant to this Agreement have been received Purchase Notice must be accompanied by the Investor as DWAC Shares prior instructions to the Company’s delivery Transfer Agent to immediately issue to the Investor Buyer an amount of such VWAP Purchase Notice for such VWAP Purchase on such Purchase Date. The Investor is obligated Common Stock equal to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase), such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such Estimate, a good faith estimate by the Company of the number of Purchase Shares that the Buyer shall have the obligation to buy pursuant to the VWAP Purchase Notice Notice. In no event shall the Buyer, pursuant to any VWAP Purchase, purchase a number of Purchase Shares that exceeds such applicable the VWAP Purchase Maximum Amount, and Share Estimate issued on the Investor shall have no obligation to purchase, and shall not purchase, such excess Shares pursuant to VWAP Purchase Date in connection with such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated Buyer will immediately return to purchase the applicable Company any amount of Common Stock issued pursuant to the VWAP Purchase Maximum Amount pursuant to Share Estimate that exceeds the number of Purchase Shares the Buyer actually purchases in connection with such VWAP Purchase. At or prior to 5:30 p.m., New York City time, on the Purchase Date for Upon completion of each VWAP PurchasePurchase Date, the Investor Buyer shall provide submit to the Company a confirmation of the VWAP Purchase in form and substance reasonably acceptable to the Company, by email correspondence to each of the individual notice recipients of the . The Company set forth in the applicable VWAP Purchase Notice, a written confirmation for such VWAP Purchase, setting forth the applicable VWAP Purchase Price per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, and the total aggregate VWAP Purchase Price to be paid by the Investor for the total VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase. Notwithstanding the foregoing, the Company shall not may deliver any additional VWAP Purchase Notices to the Investor during Buyer from time to time so long as the PEA Period, any Allowable Grace Period or any MPA Periodmost recent purchase has been completed.

VWAP Purchases. Upon the initial satisfaction of all of the conditions set forth in Section 7.2 (the “Commencement” and the date of initial satisfaction of all of such conditions, the “Commencement Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.3, the Company shall have the right, but not the obligation, to direct the Investor, by its timely delivery to the Investor of a VWAP Purchase Notice for a VWAP Purchase (each, a “VWAP Purchase”), specifying in such VWAP Purchase Notice (a) the VWAP Purchase Percentage for such VWAP Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such VWAP Purchase, on the applicable Purchase Date therefor, to purchase a specified VWAP Purchase Share Amount, which shall not exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such Purchase Date in accordance with this AgreementAgreement (each such purchase, a “VWAP Purchase”). The Company may timely deliver to the Investor a VWAP Purchase Notice for a VWAP Purchase on any Trading Day selected by the Company as the Purchase Date for such VWAP Purchase, so long as (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding such Purchase Date is not less than the Threshold Price, and (ii) all Shares subject to all prior VWAP Purchases and Intraday VWAP Purchases (as applicable) pursuant to this Agreement have been received by the Investor as DWAC Shares prior to the Company’s delivery to the Investor of such VWAP Purchase Notice for such VWAP Purchase on such Purchase Date. The Investor is obligated to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase)Notice, such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such VWAP Purchase Notice exceeds such applicable VWAP Purchase Maximum Amount, and the Investor shall have no obligation to purchase, and shall not purchase, such excess Shares pursuant to such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable VWAP Purchase Maximum Amount pursuant to such VWAP Purchase. At or prior to 5:30 p.m., New York City time, on the Purchase Date for each VWAP Purchase, the Investor shall provide to the Company, by email correspondence to each of the individual notice recipients of the Company set forth in the applicable VWAP Purchase Notice, a written confirmation for such VWAP PurchasePurchase (each, a “VWAP Purchase Confirmation”) setting forth the applicable VWAP Purchase Price per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, and the total aggregate VWAP Purchase Price to be paid by the Investor for the total VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase. Notwithstanding the foregoing, the Company shall not deliver any VWAP Purchase Notices to the Investor during the PEA Period, any Allowable Grace Period or any MPA Period.

VWAP Purchases. Upon Subject to the initial satisfaction terms and conditions of all of this Agreement, in addition to the conditions set forth Company’s right to require Regular Purchases as described in Section 7.2 1(b) above, with one Business Day’s prior written notice (as long as such notice is delivered on or before 5:00 p.m. Eastern time on the “Commencement” and Business Day immediately preceding the date of initial satisfaction of all of such conditions, the “Commencement VWAP Purchase Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.3), the Company shall also have the right, right but not the obligation, obligation to direct the Investor, Buyer by its timely delivery to the Investor of a VWAP Purchase Notice for a VWAP Purchase (each, a “VWAP Purchase”), specifying in such VWAP Purchase Notice (a) the VWAP Purchase Percentage for such VWAP Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such VWAP Purchase, on the applicable Purchase Date therefor, to purchase a specified VWAP Purchase Share Amount, which shall not exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such Purchase Date in accordance with this Agreement. The Company may timely deliver to the Investor a VWAP Purchase Notice for a VWAP Purchase on any Trading Day selected by the Company as the Purchase Date for such VWAP Purchase, so long as (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding such Purchase Date is not less than the Threshold Price, and (ii) all Shares subject to all prior VWAP Purchases and Intraday VWAP Purchases (as applicable) pursuant to this Agreement have been received by the Investor as DWAC Shares prior to the Company’s delivery to the Investor Buyer of such a VWAP Purchase Notice for such VWAP Purchase on such Purchase Date. The Investor is obligated from time to accept each VWAP Purchase Notice prepared time, and delivered by the Company in accordance with Buyer thereupon shall have the terms of and subject obligation, to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account buy, at the VWAP Purchase Percentage specified Price, the number of shares of Common Stock indicated by the Company in the applicable VWAP Purchase Notice (such number to not exceed the lesser of (i) two (2) times the maximum number of shares allowed to be sold for a Regular Purchase with applicable Consolidated Closing Bid Prices or (ii) twenty percent (20%) of the trading volume of the Common Stock on the Principal Market during normal trading hours on the VWAP Purchase Date) (each such purchase, a “VWAP Purchase”), such . The Company may deliver a VWAP Purchase Notice shall be void ab initio to the extent Buyer on or before 5:00 p.m. Eastern time on a date on which the Company also submitted a Purchase Notice for a Regular Purchase. Each VWAP Purchase Notice must be accompanied by instructions to the Company’s Transfer Agent to immediately issue to the Buyer an amount of the amount by which Common Stock equal to the VWAP Purchase Share Amount set forth in such Estimate, a good faith estimate by the Company of the number of Purchase Shares that the Buyer shall have the obligation to buy pursuant to the VWAP Purchase Notice Notice. In no event shall the Buyer, pursuant to any VWAP Purchase, purchase a number of Purchase Shares that exceeds such applicable the VWAP Purchase Maximum Amount, and Share Estimate issued on the Investor shall have no obligation to purchase, and shall not purchase, such excess Shares pursuant to VWAP Purchase Date in connection with such VWAP Purchase Notice; provided, however, that . The Buyer will immediately return to the Investor shall remain obligated Company any amount of Common Stock issued pursuant to purchase the applicable VWAP Purchase Maximum Amount pursuant to Share Estimate that exceeds the number of Purchase Shares the Buyer actually purchases in connection with such VWAP Purchase. At or prior to 5:30 p.m., New York City time, on the Purchase Date for Following each VWAP PurchasePurchase Date, the Investor Buyer shall provide submit to the Company a confirmation of the VWAP Purchase in form and substance reasonably acceptable to the Company, by email correspondence to each of the individual notice recipients of the . The Company set forth in the applicable VWAP Purchase Notice, a written confirmation for such VWAP Purchase, setting forth the applicable VWAP Purchase Price per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, and the total aggregate VWAP Purchase Price to be paid by the Investor for the total VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase. Notwithstanding the foregoing, the Company shall not may deliver any additional VWAP Purchase Notices to the Investor during Buyer from time to time so long as the PEA Periodmost recent purchase has been completed and so long as the Consolidated Closing Bid Price is not below $0.25 on the Purchase Date. The Company may, by written notice to the Buyer, in its sole discretion at any Allowable Grace Period time after the date of this Agreement, suspend or any MPA Periodterminate this Section 1(c) and its right to direct the Buyer to make VWAP Purchases.

VWAP Purchases. Upon Subject to the initial satisfaction terms and conditions of all this Agreement, in addition to purchases of the conditions set forth Purchase Shares as described in Section 7.2 1(b) above, with prior written notice (as long as such notice is delivered on or before 5:00 p.m. Eastern time on the “Commencement” and Business Day immediately preceding the date of initial satisfaction of all of such conditions, the “Commencement VWAP Purchase Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.3), the Company shall also have the right, right but not the obligation, obligation to direct the Investor, Buyer by its timely the Company’s delivery to the Investor Buyer of a VWAP Purchase Notice for a from time to time, and the Buyer thereupon shall have the obligation, to buy the VWAP Purchase Share Percentage of the trading volume of the Common Shares on the VWAP Purchase Date up to the VWAP Purchase Share Volume Maximum on the VWAP Purchase Date (eacheach such purchase, a “VWAP Purchase”), specifying in such ) at the VWAP Purchase Price. The Company may deliver a VWAP Purchase Notice to the Buyer on or before 5:00 p.m. Eastern time on a date on which the Company also submitted a Purchase Notice for a Regular Purchase of 100,000 Purchase Shares to the Buyer. The share amount in the prior sentence shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split, or other similar transaction. A VWAP Purchase shall automatically be deemed completed at such time on the VWAP Purchase Date that the Sale Price falls below the VWAP Minimum Price Threshold; in such circumstance, the VWAP Purchase Amount shall be calculated using (ai) the VWAP Purchase Share Percentage of the aggregate shares traded on the U.S. Market for such portion of the VWAP Purchase Date prior to the time that the Sale Price fell below the VWAP Minimum Price Threshold and (bii) whether a Limit Order Continue Election or VWAP Purchase Price calculated using the volume weighted average price of Common Shares sold during such portion of the VWAP Purchase Date prior to the time that the Sale Price fell below the VWAP Minimum Price Threshold. Upon completion of each VWAP Purchase Date, the Buyer shall submit to the Company a Limit Order Discontinue Election shall apply confirmation of the VWAP Purchase in form and substance reasonably acceptable to such the Company. As soon as reasonably practicable after receiving payment from the Buyer for the Purchase Shares purchased under the VWAP Purchase, on the applicable Company shall deliver to the Company’s Transfer Agent a direction to immediately issue to the Buyer the number of Purchase Date therefor, Shares that the Buyer has the obligation to purchase a specified buy pursuant to the VWAP Purchase Share Amount, which shall not exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such Purchase Date in accordance with this AgreementNotice. The Company may timely deliver to the Investor a VWAP Purchase Notice for a VWAP Purchase on any Trading Day selected by the Company as the Purchase Date for such VWAP Purchase, so long as (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding such Purchase Date is not less than the Threshold Price, and (ii) all Shares subject to all prior VWAP Purchases and Intraday VWAP Purchases (as applicable) pursuant to this Agreement have been received by the Investor as DWAC Shares prior to the Company’s delivery to the Investor of such VWAP Purchase Notice for such VWAP Purchase on such Purchase Date. The Investor is obligated to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase), such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such VWAP Purchase Notice exceeds such applicable VWAP Purchase Maximum Amount, and the Investor shall have no obligation to purchase, and shall not purchase, such excess Shares pursuant to such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable VWAP Purchase Maximum Amount pursuant to such VWAP Purchase. At or prior to 5:30 p.m., New York City time, on the Purchase Date for each VWAP Purchase, the Investor shall provide to the Company, by email correspondence to each of the individual notice recipients of the Company set forth in the applicable VWAP Purchase Notice, a written confirmation for such VWAP Purchase, setting forth the applicable VWAP Purchase Price per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, and the total aggregate VWAP Purchase Price to be paid by the Investor for the total VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase. Notwithstanding the foregoing, the Company shall not deliver any additional VWAP Purchase Notices to the Investor during Buyer from time to time so long as the PEA Period, any Allowable Grace Period or any MPA Periodmost recent purchase has been completed.

VWAP Purchases. Upon Subject to the initial satisfaction terms and conditions of all this Agreement, in addition to purchases of the conditions set forth Purchase Shares as described in Section 7.2 1(b) above, with one (1) Business Day’s prior written notice (as long as such notice is delivered on or before 5:00 p.m. Eastern time on the “Commencement” and Business Day immediately preceding the date of initial satisfaction of all of such conditions, the “Commencement VWAP Purchase Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.3), the Company shall also have the right, right but not the obligation, obligation to direct the Investor, Buyer by its timely the Company’s delivery to the Investor Buyer of a VWAP Purchase Notice for a from time to time, and the Buyer thereupon shall have the obligation, to buy the VWAP Purchase Share Percentage of the trading volume of the Common Stock on the VWAP Purchase Date up to the VWAP Purchase Share Volume Maximum on the VWAP Purchase Date (eacheach such purchase, a “VWAP Purchase”), specifying in such ) at the VWAP Purchase Price. The Company may deliver a VWAP Purchase Notice to the Buyer on or before 5:00 p.m. Eastern time on a date on which the Company also submitted a Purchase Notice for a Regular Purchase of at least 100,000 Purchase Shares to the Buyer. A VWAP Purchase shall automatically be deemed completed at such time on the VWAP Purchase Date that the Sale Price falls below the VWAP Minimum Price Threshold; in such circumstance, the VWAP Purchase Amount shall be calculated using (ai) the VWAP Purchase Share Percentage of the aggregate shares traded on the Principal Market for such portion of the VWAP Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such VWAP Purchase, on the applicable Purchase Date therefor, to purchase a specified VWAP Purchase Share Amount, which shall not exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such Purchase Date in accordance with this Agreement. The Company may timely deliver prior to the Investor a VWAP Purchase Notice for a VWAP Purchase on any Trading Day selected by time that the Company as the Purchase Date for such VWAP Purchase, so long as (i) the Closing Sale Price of fell below the Common Stock on the Trading Day immediately preceding such Purchase Date is not less than the VWAP Minimum Price Threshold Price, and (ii) all Shares subject a VWAP Purchase Price calculated using the volume weighted average price of Common Stock sold during such portion of the VWAP Purchase Date prior to all prior the time that the Sale Price fell below the VWAP Purchases and Intraday Minimum Price Threshold. Each VWAP Purchases (as applicable) pursuant to this Agreement have been received Purchase Notice must be accompanied by the Investor as DWAC Shares prior instructions to the Company’s delivery Transfer Agent to immediately issue to the Investor Buyer an amount of such VWAP Purchase Notice for such VWAP Purchase on such Purchase Date. The Investor is obligated Common Stock equal to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase), such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such Estimate, a good faith estimate by the Company of the number of Purchase Shares that the Buyer shall have the obligation to buy pursuant to the VWAP Purchase Notice Notice. In no event shall the Buyer, pursuant to any VWAP Purchase, purchase a number of Purchase Shares that exceeds such applicable the VWAP Purchase Maximum Amount, and Share Estimate issued on the Investor shall have no obligation to purchase, and shall not purchase, such excess Shares pursuant to VWAP Purchase Date in connection with such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated Buyer will immediately return to purchase the applicable Company any amount of Common Stock issued pursuant to the VWAP Purchase Maximum Amount pursuant to Share Estimate that exceeds the number of Purchase Shares the Buyer actually purchases in connection with such VWAP Purchase. At or prior to 5:30 p.m., New York City time, on the Purchase Date for Upon completion of each VWAP PurchasePurchase Date, the Investor Buyer shall provide submit to the Company a confirmation of the VWAP Purchase in form and substance reasonably acceptable to the Company, by email correspondence to each of the individual notice recipients of the . The Company set forth in the applicable VWAP Purchase Notice, a written confirmation for such VWAP Purchase, setting forth the applicable VWAP Purchase Price per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, and the total aggregate VWAP Purchase Price to be paid by the Investor for the total VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase. Notwithstanding the foregoing, the Company shall not may deliver any additional VWAP Purchase Notices to the Investor during Buyer from time to time so long as the PEA Periodmost recent purchase has been completed. The Company may, by written notice to the Buyer, in its sole discretion at any Allowable Grace Period or any MPA Periodtime after the date of this Agreement, irrevocably terminate this Section 1(c) and its right to direct the Buyer to make VWAP Purchases.

VWAP Purchases. Upon the initial satisfaction of all of the conditions set forth in Section 7.2 (the “Commencement” and the date of initial satisfaction of all of such conditions, the “Commencement Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.3, the Company shall have the right, but not the obligation, to direct the Investor, by its timely delivery to the Investor of a VWAP Purchase Notice for a VWAP Purchase (each, a “VWAP Purchase”), specifying in such VWAP Purchase Notice (a) the VWAP Purchase Percentage for whether such VWAP Purchase is (x) a VWAP Purchase-Type A (each such subscription and purchase, a “VWAP Purchase-Type A”) or (y) a VWAP Purchase-Type B (each such subscription and purchase, a “VWAP Purchase-Type B”) and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such VWAP Purchase, on the applicable Purchase Date therefor, to purchase a specified VWAP Purchase Share Amount, which shall not exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such Purchase Date in accordance with this Agreement. The Company may timely deliver to the Investor a VWAP Purchase Notice for a VWAP Purchase on any Trading Day selected by the Company as the Purchase Date for such VWAP Purchase, so long as (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding such Purchase Date is not less than the Threshold Price, and (ii) all Shares subject to all prior VWAP Purchases and Intraday VWAP Purchases (as applicable) pursuant to this Agreement have been received by the Investor as DWAC Shares prior to the Company’s delivery to the Investor of such VWAP Purchase Notice for such VWAP Purchase on such Purchase Date. The Investor is obligated to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account whether the VWAP Purchase Percentage to be effected pursuant to such VWAP Purchase Notice is specified by the Company in the applicable VWAP Purchase Notice for such as a VWAP Purchase-Type A or a VWAP Purchase-Type B), such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such VWAP Purchase Notice exceeds such applicable VWAP Purchase Maximum Amount, and the Investor shall have no obligation to purchase, and shall not purchase, such excess Shares pursuant to such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable VWAP Purchase Maximum Amount pursuant to such VWAP Purchase. At or prior to 5:30 p.m., New York City time, on the Purchase Date for each VWAP Purchase, the Investor shall provide to the Company, by email correspondence to each of the individual notice recipients of the Company set forth in the applicable VWAP Purchase Notice, a written confirmation for such VWAP Purchase, setting forth the applicable VWAP Purchase Price per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, and the total aggregate VWAP Purchase Price to be paid by the Investor for the total VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase. Notwithstanding the foregoing, the Company shall not deliver any VWAP Purchase Notices to the Investor during the PEA Period, any Allowable Grace Period or any MPA Period.

VWAP Purchases. Upon Subject to the initial satisfaction terms and conditions of all this Agreement, in addition to purchases of the conditions set forth Purchase Shares as described in Section 7.2 1(b) above, with prior written notice (as long as such notice is delivered on or before 5:00 p.m. Eastern time on the “Commencement” and Business Day immediately preceding the date of initial satisfaction of all of such conditions, the “Commencement VWAP Purchase Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.3, the Company shall also have the right, right but not the obligation, obligation to direct the Investor, Buyer by its timely the Company’s delivery to the Investor Buyer of a VWAP Purchase Notice for a from time to time, and the Buyer thereupon shall have the obligation, to buy the VWAP Purchase Share Percentage of the trading volume of the Common Shares on the VWAP Purchase Date up to the VWAP Purchase Share Volume Maximum on the VWAP Purchase Date (eacheach such purchase, a “VWAP Purchase”), specifying in such ) at the VWAP Purchase Price. The Company may deliver a VWAP Purchase Notice to the Buyer on or before 5:00 p.m. Eastern time on a date on which the Company also submitted a Purchase Notice for a Regular Purchase of at least 200,000 Purchase Shares to the Buyer. The share amount in the prior sentence shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split, or other similar transaction. A VWAP Purchase shall automatically be deemed completed at such time on the VWAP Purchase Date that the Sale Price falls below the VWAP Minimum Price Threshold; in such circumstance, the VWAP Purchase Amount shall be calculated using (ai) the VWAP Purchase Share Percentage of the aggregate shares traded on the U.S. Market for such portion of the VWAP Purchase Date prior to the time that the Sale Price fell below the VWAP Minimum Price Threshold and (bii) whether a Limit Order Continue Election or VWAP Purchase Price calculated using the volume weighted average price of Common Shares sold during such portion of the VWAP Purchase Date prior to the time that the Sale Price fell below the VWAP Minimum Price Threshold. Upon completion of each VWAP Purchase Date, the Buyer shall submit to the Company a Limit Order Discontinue Election shall apply confirmation of the VWAP Purchase in form and substance reasonably acceptable to such the Company. As soon as reasonably practicable after receiving payment from the Buyer for the Purchase Shares purchased under the VWAP Purchase, on the applicable Company shall deliver to the Company’s Transfer Agent a direction to immediately issue to the Buyer the number of Purchase Date therefor, Shares that the Buyer has the obligation to purchase a specified buy pursuant to the VWAP Purchase Share Amount, which shall not exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such Purchase Date in accordance with this AgreementNotice. The Company may timely deliver to the Investor a VWAP Purchase Notice for a VWAP Purchase on any Trading Day selected by the Company as the Purchase Date for such VWAP Purchase, so long as (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding such Purchase Date is not less than the Threshold Price, and (ii) all Shares subject to all prior VWAP Purchases and Intraday VWAP Purchases (as applicable) pursuant to this Agreement have been received by the Investor as DWAC Shares prior to the Company’s delivery to the Investor of such VWAP Purchase Notice for such VWAP Purchase on such Purchase Date. The Investor is obligated to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase), such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such VWAP Purchase Notice exceeds such applicable VWAP Purchase Maximum Amount, and the Investor shall have no obligation to purchase, and shall not purchase, such excess Shares pursuant to such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable VWAP Purchase Maximum Amount pursuant to such VWAP Purchase. At or prior to 5:30 p.m., New York City time, on the Purchase Date for each VWAP Purchase, the Investor shall provide to the Company, by email correspondence to each of the individual notice recipients of the Company set forth in the applicable VWAP Purchase Notice, a written confirmation for such VWAP Purchase, setting forth the applicable VWAP Purchase Price per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, and the total aggregate VWAP Purchase Price to be paid by the Investor for the total VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase. Notwithstanding the foregoing, the Company shall not deliver any additional VWAP Purchase Notices to the Investor during Buyer from time to time so long as the PEA Period, any Allowable Grace Period or any MPA Periodmost recent purchase has been completed.

VWAP Purchases. Upon Subject to the initial satisfaction terms and conditions of all this Agreement, in addition to purchases of the conditions set forth Purchase Shares as described in Section 7.2 1(b) above, with one Business Day’s prior written notice (as long as such notice is delivered on or before 5:00 p.m. Eastern time on the “Commencement” and Business Day immediately preceding the date of initial satisfaction of all of such conditions, the “Commencement VWAP Purchase Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.3), the Company shall also have the right, right but not the obligation, obligation to direct the Investor, Buyer by its timely the Company’s delivery to the Investor Buyer of a VWAP Purchase Notice for a from time to time, and the Buyer thereupon shall have the obligation, to buy the VWAP Purchase Share Percentage of the trading volume of the Common Stock on the VWAP Purchase Date up to the VWAP Purchase Share Volume Maximum on the VWAP Purchase Date (eacheach such purchase, a “VWAP Purchase”), specifying in such ) at the VWAP Purchase Price. The Company may deliver a VWAP Purchase Notice to the Buyer on or before 5:00 p.m. Eastern time on a date on which the Company also submitted a Purchase Notice for a Regular Purchase of at least 150,000 Purchase Shares to the Buyer. A VWAP Purchase shall automatically be deemed completed at such time on the VWAP Purchase Date that the Sale Price falls below the VWAP Minimum Price Threshold; in such circumstance, the VWAP Purchase Amount shall be calculated using (ai) the VWAP Purchase Share Percentage of the aggregate shares traded on the Principal Market for such portion of the VWAP Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such VWAP Purchase, on the applicable Purchase Date therefor, to purchase a specified VWAP Purchase Share Amount, which shall not exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such Purchase Date in accordance with this Agreement. The Company may timely deliver prior to the Investor a VWAP Purchase Notice for a VWAP Purchase on any Trading Day selected by time that the Company as the Purchase Date for such VWAP Purchase, so long as (i) the Closing Sale Price of fell below the Common Stock on the Trading Day immediately preceding such Purchase Date is not less than the VWAP Minimum Price Threshold Price, and (ii) all Shares subject a VWAP Purchase Price calculated using the volume weighted average price of Common Stock sold during such portion of the VWAP Purchase Date prior to all prior the time that the Sale Price fell below the VWAP Purchases and Intraday Minimum Price Threshold. Each VWAP Purchases (as applicable) pursuant to this Agreement have been received Purchase Notice must be accompanied by the Investor as DWAC Shares prior instructions to the Company’s delivery Transfer Agent to immediately issue to the Investor Buyer an amount of such VWAP Purchase Notice for such VWAP Purchase on such Purchase Date. The Investor is obligated Common Stock equal to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase), such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such Estimate, a good faith estimate by the Company of the number of Purchase Shares that the Buyer shall have the obligation to buy pursuant to the VWAP Purchase Notice Notice. In no event shall the Buyer, pursuant to any VWAP Purchase, purchase a number of Purchase Shares that exceeds such applicable the VWAP Purchase Maximum Amount, and Share Estimate issued on the Investor shall have no obligation to purchase, and shall not purchase, such excess Shares pursuant to VWAP Purchase Date in connection with such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated Buyer will immediately return to purchase the applicable Company any amount of Common Stock issued pursuant to the VWAP Purchase Maximum Amount pursuant to Share Estimate that exceeds the number of Purchase Shares the Buyer actually purchases in connection with such VWAP Purchase. At or prior to 5:30 p.m., New York City time, on the Purchase Date for Upon completion of each VWAP PurchasePurchase Date, the Investor Buyer shall provide submit to the Company a confirmation of the VWAP Purchase in form and substance reasonably acceptable to the Company, by email correspondence to each of the individual notice recipients of the . The Company set forth in the applicable VWAP Purchase Notice, a written confirmation for such VWAP Purchase, setting forth the applicable VWAP Purchase Price per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, and the total aggregate VWAP Purchase Price to be paid by the Investor for the total VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase. Notwithstanding the foregoing, the Company shall not may deliver any additional VWAP Purchase Notices to the Investor during Buyer from time to time so long as the PEA Periodmost recent purchase has been completed. The Company may, by written notice to the Buyer, in its sole discretion at any Allowable Grace Period or any MPA Periodtime after the date of this Agreement, irrevocably terminate this Section 1(c) and its right to direct the Buyer to make VWAP Purchases.

VWAP Purchases. Upon the initial satisfaction of all of the conditions set forth in set forth in Section 7.2 (6.2, on the “Commencement” and the date of initial satisfaction of all of such conditions, the “Commencement Date”) Date and from time to time thereafter, and on any business day selected by the Company where the Closing Sale Price on the applicable national market, or quotation service is equal to or greater than $1.00, subject to the satisfaction of all of the conditions set forth in Section 7.36.3, in addition to purchases of Shares as described in Section 2.1, the Company shall also have the right, but not the obligation, to direct the Investor, by its timely delivery to the Investor of a VWAP Purchase Notice for a VWAP Purchase (each, a “VWAP Purchase”), specifying in such VWAP Purchase Notice (a) the VWAP Purchase Percentage for such VWAP Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such VWAP Purchase, on the applicable Purchase Date thereforNotice, to purchase a specified the applicable VWAP Purchase Share Amount, which shall not to exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such the applicable VWAP Purchase Date in accordance with this AgreementAgreement (each such purchase, a “VWAP Purchase”); provided, however, that the Investor’s aggregate committed obligation under a VWAP Purchase and all Additional VWAP Purchases shall not exceed $10,000,000 in the aggregate for such VWAP Purchase and all such Additional VWAP Purchases on such VWAP Purchase Date, collectively. The Company may timely deliver a VWAP Purchase Notice, in the Form attached hereto as Annex 2.2, to the Investor a VWAP Purchase Notice for a VWAP Purchase on any Trading Day selected by the Company as the Purchase Date for such VWAP Purchase, so long as only (i) the Closing Sale Price of the Common Stock on the a Trading Day immediately preceding such on which the Company also properly submitted a Fixed Purchase Date is Notice providing for a Fixed Purchase of an amount of Shares not less than the Threshold Price, applicable Fixed Purchase Maximum Amount (calculated as of the applicable Fixed Purchase Date) and (ii) if all Shares subject to all prior Fixed Purchase Notices, VWAP Purchases Purchase Notices, and Intraday Additional VWAP Purchases Purchase Notices (as applicable) pursuant to this Agreement have theretofore been received by the Investor as DWAC Shares prior to the Company’s delivery to the Investor of such VWAP Purchase Notice for such VWAP Purchase on such Purchase DateInvestor. The Investor is obligated to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase)Notice, such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such VWAP Purchase Notice exceeds such applicable VWAP Purchase Maximum Amount, and the Investor shall have no obligation to purchase, and shall not purchase, purchase such excess Shares pursuant to in respect of such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable VWAP Purchase Maximum Amount pursuant to in such VWAP Purchase. At or prior to 5:30 p.m.9:30 a.m., New York City time, on the Trading Day immediately following the VWAP Purchase Date for each VWAP Purchase, the Investor shall provide to the Company, by email correspondence to each of the individual notice recipients of the Company set forth in the applicable VWAP Purchase Notice, a written confirmation for of such VWAP Purchase, Purchase setting forth the applicable VWAP Purchase Price per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, Amount and the total aggregate VWAP Purchase Price to be paid by the Investor for the total such VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase. Notwithstanding the foregoing(each, the Company shall not deliver any a “VWAP Purchase Notices to the Investor during the PEA Period, any Allowable Grace Period or any MPA PeriodConfirmation”).

VWAP Purchases. Upon Subject to the initial satisfaction terms and conditions of all this Agreement, in addition to purchases of the conditions set forth Purchase Shares as described in Section 7.2 1(b) above, with one Business Day’s prior written notice (as long as such notice is delivered on or before 5:00 p.m. Eastern time on the “Commencement” and Business Day immediately preceding the date of initial satisfaction of all of such conditions, the “Commencement VWAP Purchase Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.3), the Company shall also have the right, right but not the obligation, obligation to direct Buyer by the Investor, by its timely Company’s delivery to the Investor Buyer of a VWAP Purchase Notice for a from time to time, and Buyer thereupon shall have the obligation, to buy the VWAP Purchase Share Percentage of the trading volume of the Common Stock on the VWAP Purchase Date up to the VWAP Purchase Share Volume Maximum on the VWAP Purchase Date (eacheach such purchase, a “VWAP Purchase”), specifying in such VWAP Purchase Notice (a) at the VWAP Purchase Percentage for such VWAP Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such VWAP Purchase, on the applicable Purchase Date therefor, to purchase a specified VWAP Purchase Share Amount, which shall not exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such Purchase Date in accordance with this AgreementPrice. The Company may timely deliver to the Investor a VWAP Purchase Notice to the Buyer on or before 5:00 p.m. Eastern time on a date on which (i) the Company also submitted a Purchase Notice for a VWAP Regular Purchase on any Trading Day selected by of at least 150,000 Purchase Shares to the Company as the Purchase Date for such VWAP Purchase, so long as Buyer and (iii) the Closing Sale Price is higher than $0.50. A VWAP Purchase shall automatically be deemed completed at such time on the VWAP Purchase Date that the Sale Price falls below the VWAP Minimum Price Threshold; in such circumstance, the VWAP Purchase Amount shall be calculated using (i) the VWAP Purchase Share Percentage of the Common Stock aggregate shares traded on the Trading Day immediately preceding Principal Market for such portion of the VWAP Purchase Date is not less than prior to the time that the Sale Price fell below the VWAP Minimum Price Threshold Price, and (ii) all Shares subject a VWAP Purchase Price calculated using the volume weighted average price of Common Stock sold during such portion of the VWAP Purchase Date prior to all prior the time that the Sale Price fell below the VWAP Purchases and Intraday Minimum Price Threshold. Each VWAP Purchases (as applicable) pursuant to this Agreement have been received Purchase Notice must be accompanied by the Investor as DWAC Shares prior instructions to the Company’s delivery Transfer Agent to immediately issue to the Investor Buyer an amount of such VWAP Purchase Notice for such VWAP Purchase on such Purchase Date. The Investor is obligated Common Stock equal to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase), such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such Estimate, a good faith estimate by the Company of the number of Purchase Shares that the Buyer shall have the obligation to buy pursuant to the VWAP Purchase Notice Notice. In no event shall the Buyer, pursuant to any VWAP Purchase, purchase a number of Purchase Shares that exceeds such applicable the VWAP Purchase Maximum Amount, and Share Estimate issued on the Investor shall have no obligation to purchase, and shall not purchase, such excess Shares pursuant to VWAP Purchase Date in connection with such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated Buyer will immediately return to purchase the applicable Company any amount of Common Stock issued pursuant to the VWAP Purchase Maximum Amount pursuant to Share Estimate that exceeds the number of Purchase Shares the Buyer actually purchases in connection with such VWAP Purchase. At or prior to 5:30 p.m., New York City time, on the Purchase Date for Upon completion of each VWAP PurchasePurchase Date, the Investor Buyer shall provide submit to the Company a confirmation of the VWAP Purchase in form and substance reasonably acceptable to the Company, by email correspondence to each of the individual notice recipients of the . The Company set forth in the applicable VWAP Purchase Notice, a written confirmation for such VWAP Purchase, setting forth the applicable VWAP Purchase Price per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, and the total aggregate VWAP Purchase Price to be paid by the Investor for the total VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase. Notwithstanding the foregoing, the Company shall not may deliver any additional VWAP Purchase Notices to the Investor during Buyer from time to time so long as the PEA Periodmost recent purchase has been completed. The Company may, by written notice to the Buyer, in its sole discretion at any Allowable Grace Period or any MPA Periodtime after the date of this Agreement, irrevocably terminate this Section 1(c) and its right to direct the Buyer to make VWAP Purchases.

VWAP Purchases. Upon Subject to the initial satisfaction terms and conditions of all this Agreement, in addition to purchases of the conditions set forth Purchase Shares as described in Section 7.2 (the “Commencement” and the date of initial satisfaction of all of such conditions1(b) above, the “Commencement Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.3with one Business Day’s prior written notice, the Company shall also have the right, right but not the obligation, obligation to direct the Investor, Buyer by its timely the Company’s delivery to the Investor Buyer of a VWAP Purchase Notice for a from time to time, and the Buyer thereupon shall have the obligation, to buy the VWAP Purchase Share Percentage of the trading volume of the Common Stock on the VWAP Purchase Date up to the VWAP Purchase Share Volume Maximum on the VWAP Purchase Date (eacheach such purchase, a “VWAP Purchase”), specifying in such VWAP Purchase Notice (a) at the VWAP Purchase Percentage for such VWAP Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such VWAP Purchase, on the applicable Purchase Date therefor, to purchase a specified VWAP Purchase Share Amount, which shall not exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such Purchase Date in accordance with this AgreementPrice. The Company may timely deliver to the Investor a VWAP Purchase Notice to the Buyer on or before 5:00 p.m. Eastern time on a date on which (i) the Company also submitted a Purchase Notice for a VWAP Regular Purchase on any Trading Day selected by of at least 200,000 Purchase Shares to the Company as the Purchase Date for such VWAP Purchase, so long as Buyer and (iii) the Closing Sale Price is higher than $0.50. The share amount in the prior sentence shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split, or other similar transaction. A VWAP Purchase shall automatically be deemed completed at such time on the VWAP Purchase Date that the Sale Price falls below the VWAP Minimum Price Threshold; in such circumstance, the VWAP Purchase Amount shall be calculated using (i) the VWAP Purchase Share Percentage of the Common Stock aggregate shares traded on the Trading Day immediately preceding Principal Market for such portion of the VWAP Purchase Date is not less than prior to the time that the Sale Price fell below the VWAP Minimum Price Threshold Price, and (ii) all Shares subject a VWAP Purchase Price calculated using the volume weighted average price of Common Stock sold during such portion of the VWAP Purchase Date prior to all prior the time that the Sale Price fell below the VWAP Purchases and Intraday Minimum Price Threshold. Each VWAP Purchases (as applicable) pursuant to this Agreement have been received Purchase Notice must be accompanied by the Investor as DWAC Shares prior instructions to the Company’s delivery Transfer Agent to immediately issue to the Investor Buyer an amount of such VWAP Purchase Notice for such VWAP Purchase on such Purchase Date. The Investor is obligated Common Stock equal to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase), such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such Estimate, a good faith estimate by the Company of the number of Purchase Shares that the Buyer shall have the obligation to buy pursuant to the VWAP Purchase Notice Notice. In no event shall the Buyer, pursuant to any VWAP Purchase, purchase a number of Purchase Shares that exceeds such applicable the VWAP Purchase Maximum Amount, and Share Estimate issued on the Investor shall have no obligation to purchase, and shall not purchase, such excess Shares pursuant to VWAP Purchase Date in connection with such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated Buyer will immediately return to purchase the applicable Company any amount of Common Stock issued pursuant to the VWAP Purchase Maximum Amount pursuant to Share Estimate that exceeds the number of Purchase Shares the Buyer actually purchases in connection with such VWAP Purchase. At or prior to 5:30 p.m., New York City time, on the Purchase Date for Upon completion of each VWAP PurchasePurchase Date, the Investor Buyer shall provide submit to the Company a confirmation of the VWAP Purchase in form and substance reasonably acceptable to the Company, by email correspondence to each of the individual notice recipients of the . The Company set forth in the applicable VWAP Purchase Notice, a written confirmation for such VWAP Purchase, setting forth the applicable VWAP Purchase Price per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, and the total aggregate VWAP Purchase Price to be paid by the Investor for the total VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase. Notwithstanding the foregoing, the Company shall not may deliver any additional VWAP Purchase Notices to the Investor during Buyer from time to time so long as the PEA Period, any Allowable Grace Period or any MPA Periodmost recent purchase has been completed.

VWAP Purchases. Upon the initial satisfaction of all of the conditions set forth in Section 7.2 (the “Commencement” and the date of initial satisfaction of all of such conditions, the “Commencement Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.3, the Company shall have the right, but not the obligation, to direct the Investor, by its timely delivery to the Investor of a VWAP Purchase Notice for Notice, in substantially the form attached hereto as Exhibit D, after 6:00 a.m., New York City time, but prior to 9:00 a.m., New York City time, on a VWAP Purchase (each, a “VWAP Purchase”), specifying in such VWAP Purchase Notice (a) the VWAP Purchase Percentage for such VWAP Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such VWAP Purchase, on the applicable Purchase Date thereforDate, to purchase a specified the applicable VWAP Purchase Share Amount, which shall not to exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such VWAP Purchase Date in accordance with this AgreementAgreement (each such purchase, a “VWAP Purchase”). The Company may timely deliver to the Investor a VWAP Purchase Notice for a VWAP Purchase on any to the Investor as often as every Trading Day selected by the Company as the Purchase Date for such VWAP PurchaseDay, so long as (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding such Purchase Date is not less than the Threshold Price, and (ii) all Shares subject to all prior VWAP Purchases and Intraday VWAP Purchases (as applicable) pursuant theretofore required to this Agreement have been received by the Investor as DWAC Shares prior to the Company’s delivery under this Agreement have been delivered to the Investor of such VWAP Purchase Notice for such VWAP Purchase on such Purchase Dateas DWAC Shares in accordance with this Agreement. The Investor is obligated to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase)Amount, such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such VWAP Purchase Notice exceeds such applicable VWAP Purchase Maximum Amount, and the Investor shall have no obligation to purchase, and shall not purchase, purchase such excess Shares pursuant to in respect of such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable VWAP Purchase Maximum Amount pursuant to in such VWAP Purchase. Notwithstanding anything in this paragraph to the contrary, in the case where the Sale Price falls below the Threshold Price during a Trading Day, the VWAP Purchase Amount shall be calculated using (i) the VWAP Purchase Share Percentage of the aggregate shares traded on the Principal Market for such portion of the VWAP Purchase Date the Sale Price is not below the Threshold Price and (ii) a VWAP Purchase Price calculated using the volume weighted average price of Common Stock sold during such portion of the VWAP Purchase Date the Sale Price is not below the Threshold Price. Each VWAP Purchase Notice must be include a VWAP Purchase Share Estimate. Each VWAP Purchase Notice must be accompanied by instructions to the Company’s Transfer Agent to immediately issue to the Investor an amount of Common Stock equal to the VWAP Purchase Share Estimate, a good faith estimate by the Company of the number of Shares constituting the applicable VWAP Purchase Share Amount that the Investor shall have the obligation to buy pursuant to the VWAP Purchase Notice. In no event shall the Investor, pursuant to any VWAP Purchase, purchase a number of Shares constituting the applicable VWAP Purchase Share Amount that exceeds the VWAP Purchase Share Estimate issued on the VWAP Purchase Date in connection with such VWAP Purchase Notice; however, the Investor will immediately return to the Company any amount of Common Stock issued pursuant to the VWAP Purchase Share Estimate that exceeds the number of Shares constituting the applicable VWAP Purchase Share Amount the Investor actually purchases in connection with such VWAP Purchase. In no event shall the Investor, pursuant to any VWAP Purchase, purchase a number of Shares that exceeds the VWAP Purchase Share Estimate issued on the VWAP Purchase Date in connection with such VWAP Purchase Notice provided, however, that the Company shall have the right, upon delivery of written notice to the Investor at any time, to request that the Investor return all or a portion of such Excess Shares to the Company. At or prior to 5:30 p.m., New York City time, on the VWAP Purchase Date for each VWAP Purchase, the Investor shall provide to the Company, by email correspondence to each of the individual notice recipients of the Company set forth in the applicable VWAP Purchase Notice, a written confirmation for such VWAP PurchasePurchase (each, a “VWAP Purchase Confirmation”) setting forth the applicable VWAP Purchase Price per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, and the total aggregate VWAP Purchase Price to be paid by the Investor for the total VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase. Notwithstanding the foregoing, the Company shall not deliver any VWAP Purchase Notices to the Investor during the PEA Period, any Allowable Grace Period or any MPA Post-Effective Amendment Period.

VWAP Purchases. Upon After the Closing Date, upon the initial satisfaction of all of the conditions set forth in Section 7.2 (the “Commencement” and the date of initial satisfaction of all of such conditions, the “Commencement Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.37.3 and in this Section 3.1, the Company shall have the right, but not the obligation, to direct the Investor, by its timely delivery to the Investor of a VWAP Purchase Notice for on a VWAP Purchase (each, a “VWAP Purchase”), specifying in such VWAP Purchase Notice (a) Exercise Date to purchase the VWAP Purchase Percentage for such VWAP Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply Share Amount set forth by the Company therein, not to such VWAP Purchase, on the applicable Purchase Date therefor, to purchase a specified VWAP Purchase Share Amount, which shall not exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such (as confirmed in the applicable VWAP Purchase Date Confirmation) in accordance with this AgreementAgreement (each such purchase, a “VWAP Purchase”). The During the Investment Period, the Company may timely deliver to the Investor a VWAP Purchase Notice for a VWAP Purchase to the Investor on any Trading Day selected by the Company as the VWAP Purchase Exercise Date for such a VWAP Purchase, so long as provided that (i) the Closing Sale Price Company may not deliver more than one VWAP Purchase Notice to the Investor on any single Trading Day, (ii) the Company may not deliver a VWAP Purchase Notice to the Investor on any Trading Day during the period commencing on the VWAP Purchase Exercise Date on which a prior VWAP Purchase Notice has previously been delivered by the Company to the Investor hereunder, and ending on the applicable VWAP Purchase Settlement Date or such later Trading Day on which the Investor shall have received all of the Common Stock Shares subject to such prior VWAP Purchase Notice as DWAC Shares (the “Quiet Period”); provided, that, the Investor may, in its sole discretion, waive the Quiet Period in the event the resale of the Registrable Securities by the Investor is registered pursuant to an effective Registration Statement on Form S-3 on the Trading Day immediately preceding such date of the applicable VWAP Purchase Date is not less than the Threshold PriceNotice, and (iiiii) all Shares subject to all prior VWAP Purchases and Intraday Purchase Notices for VWAP Purchases that have been properly delivered by the Company to the Investor under this Agreement (as applicable) pursuant to this Agreement have theretofore been received by the Investor or its Broker-Dealer as DWAC Shares Shares, prior to the Company’s delivery to the Investor of such VWAP Purchase Notice for to the Investor on such VWAP Purchase on such Purchase Exercise Date. The Investor is obligated to accept each VWAP Purchase Notice prepared and properly delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase)Notice, such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such VWAP Purchase Notice exceeds such applicable VWAP Purchase Maximum Amount, and the Investor shall have no obligation to purchase, and shall not purchase, such excess Shares pursuant to such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable VWAP Purchase Maximum Amount pursuant to such VWAP PurchasePurchase Notice. At or prior to 5:30 7:00 p.m., New York City time, on the applicable VWAP Purchase Date for each VWAP PurchasePurchase hereunder, the Investor shall provide to the Company, by email correspondence to each of the individual notice recipients of the Company set forth in the applicable VWAP Purchase Notice, a written confirmation for such VWAP Purchase, Purchase setting forth the applicable VWAP Purchase Share Amount and the applicable VWAP Purchase Price (both on a per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, basis and the total aggregate VWAP Purchase Price to be paid by the Investor for the total such applicable VWAP Purchase Share Amount purchased by the Investor in Amount) with respect to such VWAP PurchasePurchase (each, a “VWAP Purchase Confirmation”). Notwithstanding the foregoing, (i) the Company shall not deliver any VWAP Purchase Notices to the Investor during the PEA PeriodPeriod and (ii) following the delivery of a VWAP Purchase Notice, any Allowable Grace Period the Company shall not raise additional capital, in the form of a public or any MPA Periodprivate securities offering or otherwise, until the third (3rd) Trading Day following the applicable VWAP Purchase Settlement Date.

VWAP Purchases. Upon Subject to the initial satisfaction terms and conditions of all this Agreement, in addition to purchases of the conditions set forth Purchase Shares as described in Section 7.2 1(b) above, with one Business Day’s prior written notice (as long as such notice is delivered on or before 5:00 p.m. Eastern time on the “Commencement” and Business Day immediately preceding the date of initial satisfaction of all of such conditions, the “Commencement VWAP Purchase Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.3), the Company shall also have the right, right but not the obligation, obligation to direct the Investor, Buyer by its timely the Company’s delivery to the Investor Buyer of a VWAP Purchase Notice for a from time to time, and the Buyer thereupon shall have the obligation, to buy the VWAP Purchase Share Percentage of the trading volume of the Common Stock on the VWAP Purchase Date up to the VWAP Purchase Share Volume Maximum on the VWAP Purchase Date (eacheach such purchase, a “VWAP Purchase”), specifying in such ) at the VWAP Purchase Price. The Company may deliver a VWAP Purchase Notice to the Buyer on or before 5:00 p.m. Eastern time on a date on which the Company also submitted a Purchase Notice for a Regular Purchase of at least 75,000 Purchase Shares to the Buyer. The share amount in the prior sentence shall be appropriately adjusted for any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or other similar transaction. A VWAP Purchase shall automatically be deemed completed at such time on the VWAP Purchase Date that the Sale Price falls below the VWAP Minimum Price Threshold; in such circumstance, the VWAP Purchase Amount shall be calculated using (ai) the VWAP Purchase Share Percentage of the aggregate shares traded on the Principal Market for such portion of the VWAP Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such VWAP Purchase, on the applicable Purchase Date therefor, to purchase a specified VWAP Purchase Share Amount, which shall not exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such Purchase Date in accordance with this Agreement. The Company may timely deliver prior to the Investor a VWAP Purchase Notice for a VWAP Purchase on any Trading Day selected by time that the Company as the Purchase Date for such VWAP Purchase, so long as (i) the Closing Sale Price of fell below the Common Stock on the Trading Day immediately preceding such Purchase Date is not less than the VWAP Minimum Price Threshold Price, and (ii) all Shares subject a VWAP Purchase Price calculated using the volume weighted average price of Common Stock sold during such portion of the VWAP Purchase Date prior to all prior the time that the Sale Price fell below the VWAP Purchases and Intraday Minimum Price Threshold. Each VWAP Purchases (as applicable) pursuant to this Agreement have been received Purchase Notice must be accompanied by the Investor as DWAC Shares prior instructions to the Company’s delivery Transfer Agent to immediately issue to the Investor Buyer an amount of such VWAP Purchase Notice for such VWAP Purchase on such Purchase Date. The Investor is obligated Common Stock equal to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase), such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such Estimate, a good faith estimate by the Company of the number of Purchase Shares that the Buyer shall have the obligation to buy pursuant to the VWAP Purchase Notice Notice. In no event shall the Buyer, pursuant to any VWAP Purchase, purchase a number of Purchase Shares that exceeds such applicable the VWAP Purchase Maximum Amount, and Share Estimate issued on the Investor shall have no obligation to purchase, and shall not purchase, such excess Shares pursuant to VWAP Purchase Date in connection with such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated Buyer will immediately return to purchase the applicable Company any amount of Common Stock issued pursuant to the VWAP Purchase Maximum Amount pursuant to Share Estimate that exceeds the number of Purchase Shares the Buyer actually purchases in connection with such VWAP Purchase. At or prior to 5:30 p.m., New York City time, on the Purchase Date for Upon completion of each VWAP PurchasePurchase Date, the Investor Buyer shall provide submit to the Company a confirmation of the VWAP Purchase in form and substance reasonably acceptable to the Company, by email correspondence to each of the individual notice recipients of the . The Company set forth in the applicable VWAP Purchase Notice, a written confirmation for such VWAP Purchase, setting forth the applicable VWAP Purchase Price per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, and the total aggregate VWAP Purchase Price to be paid by the Investor for the total VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase. Notwithstanding the foregoing, the Company shall not may deliver any additional VWAP Purchase Notices to the Investor during Buyer from time to time so long as the PEA Periodmost recent purchase has been completed. The Company may, by written notice to the Buyer, in its sole discretion at any Allowable Grace Period or any MPA Periodtime after the date of this Agreement, irrevocably terminate this Section 1(c) and its right to direct the Buyer to make VWAP Purchases.

VWAP Purchases. Upon Subject to the initial satisfaction terms and conditions of all this Agreement, in addition to purchases of the conditions set forth Purchase Shares as described in Section 7.2 1(b) above, with one Business Day’s prior written notice (as long as such notice is delivered on or before 5:00 p.m. Eastern time on the “Commencement” and Business Day immediately preceding the date of initial satisfaction of all of such conditions, the “Commencement VWAP Purchase Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.3), the Company shall also have the right, right but not the obligation, obligation to direct the Investor, Buyer by its timely the Company’s delivery to the Investor Buyer of a VWAP Purchase Notice for a from time to time, and the Buyer thereupon shall have the obligation, to buy the VWAP Purchase Share Percentage of the trading volume of the Common Stock on the VWAP Purchase Date up to the VWAP Purchase Share Volume Maximum on the VWAP Purchase Date (eacheach such purchase, a “VWAP Purchase”), specifying in such VWAP Purchase Notice (a) at the VWAP Purchase Percentage for such VWAP Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such VWAP Purchase, on the applicable Purchase Date therefor, to purchase a specified VWAP Purchase Share Amount, which shall not exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such Purchase Date in accordance with this AgreementPrice. The Company may timely deliver to the Investor a VWAP Purchase Notice to the Buyer on or before 5:00 p.m. Eastern time on a date on which (i) the Company also submitted a Purchase Notice for a VWAP Regular Purchase on any Trading Day selected by of at least 50,000 Purchase Shares to the Company as the Purchase Date for such VWAP Purchase, so long as Buyer and (iii) the Closing Sale Price is higher than $0.50. The share amount in the prior sentence shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split, or other similar transaction. A VWAP Purchase shall automatically be deemed completed at such time on the VWAP Purchase Date that the Sale Price falls below the VWAP Minimum Price Threshold; in such circumstance, the VWAP Purchase Amount shall be calculated using (i) the VWAP Purchase Share Percentage of the Common Stock aggregate shares traded on the Trading Day immediately preceding Principal Market for such portion of the VWAP Purchase Date is not less than prior to the time that the Sale Price fell below the VWAP Minimum Price Threshold Price, and (ii) all Shares subject a VWAP Purchase Price calculated using the volume weighted average price of Common Stock sold during such portion of the VWAP Purchase Date prior to all prior the time that the Sale Price fell below the VWAP Purchases and Intraday Minimum Price Threshold. Each VWAP Purchases (as applicable) pursuant to this Agreement have been received Purchase Notice must be accompanied by the Investor as DWAC Shares prior instructions to the Company’s delivery Transfer Agent to immediately issue to the Investor Buyer an amount of such VWAP Purchase Notice for such VWAP Purchase on such Purchase Date. The Investor is obligated Common Stock equal to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase), such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such Estimate, a good faith estimate by the Company of the number of Purchase Shares that the Buyer shall have the obligation to buy pursuant to the VWAP Purchase Notice Notice. In no event shall the Buyer, pursuant to any VWAP Purchase, purchase a number of Purchase Shares that exceeds such applicable the VWAP Purchase Maximum Amount, and Share Estimate issued on the Investor shall have no obligation to purchase, and shall not purchase, such excess Shares pursuant to VWAP Purchase Date in connection with such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated Buyer will immediately return to purchase the applicable Company any amount of Common Stock issued pursuant to the VWAP Purchase Maximum Amount pursuant to Share Estimate that exceeds the number of Purchase Shares the Buyer actually purchases in connection with such VWAP Purchase. At or prior to 5:30 p.m., New York City time, on the Purchase Date for Upon completion of each VWAP PurchasePurchase Date, the Investor Buyer shall provide submit to the Company a confirmation of the VWAP Purchase in form and substance reasonably acceptable to the Company, by email correspondence to each of the individual notice recipients of the . The Company set forth in the applicable VWAP Purchase Notice, a written confirmation for such VWAP Purchase, setting forth the applicable VWAP Purchase Price per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, and the total aggregate VWAP Purchase Price to be paid by the Investor for the total VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase. Notwithstanding the foregoing, the Company shall not may deliver any additional VWAP Purchase Notices to the Investor during Buyer from time to time so long as the PEA Period, any Allowable Grace Period or any MPA Periodmost recent purchase has been completed.

VWAP Purchases. Upon Subject to the initial satisfaction terms and conditions of all this Agreement, in addition to purchases of the conditions set forth Purchase Shares as described in Section 7.2 1(b) above, with prior written notice (as long as such notice is delivered on or after 5:00 p.m. Eastern time on the “Commencement” and Business Day immediately preceding the date of initial satisfaction of all of such conditionsVWAP Purchase Date, but no later than 8:30 a.m. Eastern time on the “Commencement VWAP Purchase Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.3), the Company shall also have the right, right but not the obligation, obligation to direct the Investor, Buyer by its timely the Company’s delivery to the Investor Buyer of a VWAP Purchase Notice for a from time to time, and the Buyer thereupon shall have the obligation, to buy the VWAP Purchase Share Percentage of the trading volume of the Common Shares on the VWAP Purchase Date up to the VWAP Purchase Share Volume Maximum on the VWAP Purchase Date (eacheach such purchase, a “VWAP Purchase”), specifying in such ) at the VWAP Purchase Price. The Company may deliver a VWAP Purchase Notice to the Buyer on or after 5:00 p.m. Eastern time on a date on which the Company also submitted a Purchase Notice for a Regular Purchase of at least 200,000 Purchase Shares to the Buyer. The share amount in the prior sentence shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split, or other similar transaction. A VWAP Purchase shall automatically be deemed completed at such time on the VWAP Purchase Date that the Sale Price falls below the VWAP Minimum Price Threshold; in such circumstance, the VWAP Purchase Amount shall be calculated using (ai) the VWAP Purchase Share Percentage of the aggregate shares traded on the U.S. Market for such portion of the VWAP Purchase Date prior to the time that the Sale Price fell below the VWAP Minimum Price Threshold and (bii) whether a Limit Order Continue Election or VWAP Purchase Price calculated using the volume weighted average price of Common Shares sold during such portion of the VWAP Purchase Date prior to the time that the Sale Price fell below the VWAP Minimum Price Threshold. Upon completion of each VWAP Purchase Date, the Buyer shall submit to the Company a Limit Order Discontinue Election shall apply confirmation of the VWAP Purchase in form and substance reasonably acceptable to such the Company. As soon as reasonably practicable after receiving payment from the Buyer for the Purchase Shares purchased under the VWAP Purchase, on the applicable Company shall deliver to the Company’s Transfer Agent a direction to immediately issue to the Buyer the number of Purchase Date therefor, Shares that the Buyer has the obligation to purchase a specified buy pursuant to the VWAP Purchase Share Amount, which shall not exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such Purchase Date in accordance with this AgreementNotice. The Company may timely deliver to the Investor a VWAP Purchase Notice for a VWAP Purchase on any Trading Day selected by the Company as the Purchase Date for such VWAP Purchase, so long as (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding such Purchase Date is not less than the Threshold Price, and (ii) all Shares subject to all prior VWAP Purchases and Intraday VWAP Purchases (as applicable) pursuant to this Agreement have been received by the Investor as DWAC Shares prior to the Company’s delivery to the Investor of such VWAP Purchase Notice for such VWAP Purchase on such Purchase Date. The Investor is obligated to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase), such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such VWAP Purchase Notice exceeds such applicable VWAP Purchase Maximum Amount, and the Investor shall have no obligation to purchase, and shall not purchase, such excess Shares pursuant to such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable VWAP Purchase Maximum Amount pursuant to such VWAP Purchase. At or prior to 5:30 p.m., New York City time, on the Purchase Date for each VWAP Purchase, the Investor shall provide to the Company, by email correspondence to each of the individual notice recipients of the Company set forth in the applicable VWAP Purchase Notice, a written confirmation for such VWAP Purchase, setting forth the applicable VWAP Purchase Price per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, and the total aggregate VWAP Purchase Price to be paid by the Investor for the total VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase. Notwithstanding the foregoing, the Company shall not deliver any additional VWAP Purchase Notices to the Investor during Buyer from time to time so long as the PEA Period, any Allowable Grace Period or any MPA Periodmost recent purchase has been completed.

VWAP Purchases. Upon Subject to the initial satisfaction terms and conditions of all this Agreement, in addition to purchases of the conditions set forth Purchase Shares as described in Section 7.2 1(b) above, with one Business Day’s prior written notice (as long as such notice is delivered on or before 5:00 p.m. Eastern time on the “Commencement” and Business Day immediately preceding the date of initial satisfaction of all of such conditions, the “Commencement VWAP Purchase Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.3), the Company shall also have the right, right but not the obligation, obligation to direct Buyer by the Investor, by its timely Company’s delivery to the Investor Buyer of a VWAP Purchase Notice for a from time to time, and Buyer thereupon shall have the obligation, to buy the VWAP Purchase Share Percentage of the trading volume of the Common Stock on the VWAP Purchase Date up to the VWAP Purchase Share Volume Maximum on the VWAP Purchase Date (eacheach such purchase, a “VWAP Purchase”), specifying in such ) at the VWAP Purchase Price. The Company may deliver a VWAP Purchase Notice to the Buyer only on a date on which the Company also submitted a Purchase Notice for a Regular Purchase of 100,000 Purchase Shares to the Buyer. A VWAP Purchase shall automatically be deemed completed at such time on the VWAP Purchase Date that the Sale Price falls below the VWAP Minimum Price Threshold; in such circumstance, the VWAP Purchase Amount shall be calculated using (ai) the VWAP Purchase Share Percentage of the aggregate shares traded on the Principal Market for such portion of the VWAP Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such VWAP Purchase, on the applicable Purchase Date therefor, to purchase a specified VWAP Purchase Share Amount, which shall not exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such Purchase Date in accordance with this Agreement. The Company may timely deliver prior to the Investor a VWAP Purchase Notice for a VWAP Purchase on any Trading Day selected by time that the Company as the Purchase Date for such VWAP Purchase, so long as (i) the Closing Sale Price of fell below the Common Stock on the Trading Day immediately preceding such Purchase Date is not less than the VWAP Minimum Price Threshold Price, and (ii) all Shares subject a VWAP Purchase Price calculated using the volume weighted average price of Common Stock sold during such portion of the VWAP Purchase Date prior to all prior the time that the Sale Price fell below the VWAP Purchases and Intraday Minimum Price Threshold. Each VWAP Purchases (as applicable) pursuant to this Agreement have been received Purchase Notice must be accompanied by the Investor as DWAC Shares prior instructions to the Company’s delivery Transfer Agent to immediately issue to the Investor Buyer an amount of such VWAP Purchase Notice for such VWAP Purchase on such Purchase Date. The Investor is obligated Common Stock equal to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase), such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such Estimate, a good faith estimate by the Company of the number of Purchase Shares that the Buyer shall have the obligation to buy pursuant to the VWAP Purchase Notice Notice. In no event shall the Buyer, pursuant to any VWAP Purchase, purchase a number of Purchase Shares that exceeds such applicable the VWAP Purchase Maximum Amount, and Share Estimate issued on the Investor shall have no obligation to purchase, and shall not purchase, such excess Shares pursuant to VWAP Purchase Date in connection with such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated Buyer will immediately return to purchase the applicable Company any amount of Common Stock issued pursuant to the VWAP Purchase Maximum Amount pursuant to Share Estimate that exceeds the number of Purchase Shares the Buyer actually purchases in connection with such VWAP Purchase. At or prior to 5:30 p.m., New York City time, on the Purchase Date for Upon completion of each VWAP PurchasePurchase Date, the Investor Buyer shall provide submit to the Company a confirmation of the VWAP Purchase in form and substance reasonably acceptable to the Company, by email correspondence to each of the individual notice recipients of the . The Company set forth in the applicable VWAP Purchase Notice, a written confirmation for such VWAP Purchase, setting forth the applicable VWAP Purchase Price per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, and the total aggregate VWAP Purchase Price to be paid by the Investor for the total VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase. Notwithstanding the foregoing, the Company shall not may deliver any additional VWAP Purchase Notices to the Investor during Buyer from time to time so long as the PEA Periodmost recent purchase has been completed. The Company may, by written notice to the Buyer, in its sole discretion at any Allowable Grace Period or any MPA Periodtime after the date of this Agreement, irrevocably terminate this Section 1(c) and its right to direct the Buyer to make VWAP Purchases.

VWAP Purchases. Upon Subject to the initial satisfaction terms and conditions of all this Agreement, in addition to purchases of the conditions set forth Purchase Shares as described in Section 7.2 (the “Commencement” and the date of initial satisfaction of all of such conditions1(b) above, the “Commencement Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.3with one Business Day’s prior written notice, the Company shall also have the right, right but not the obligation, obligation to direct the Investor, Buyer by its timely the Company’s delivery to the Investor Buyer of a VWAP Purchase Notice for a from time to time, and the Buyer thereupon shall have the obligation, to buy the VWAP Purchase Share Percentage of the trading volume of the Common Stock on the VWAP Purchase Date up to the VWAP Purchase Share Volume Maximum on the VWAP Purchase Date (eacheach such purchase, a “VWAP Purchase”), specifying in such ) at the VWAP Purchase Price. The Company may deliver a VWAP Purchase Notice to the Buyer on or before 5:00 p.m. Eastern time on a date on which the Company also submitted a Purchase Notice for a Regular Purchase of at least 200,000 Purchase Shares to the Buyer. A VWAP Purchase shall automatically be deemed completed at such time on the VWAP Purchase Date that the Sale Price falls below the VWAP Minimum Price Threshold; in such circumstance, the VWAP Purchase Amount shall be calculated using (ai) the VWAP Purchase Share Percentage of the aggregate shares traded on the Principal Market for such portion of the VWAP Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such VWAP Purchase, on the applicable Purchase Date therefor, to purchase a specified VWAP Purchase Share Amount, which shall not exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such Purchase Date in accordance with this Agreement. The Company may timely deliver prior to the Investor a VWAP Purchase Notice for a VWAP Purchase on any Trading Day selected by time that the Company as the Purchase Date for such VWAP Purchase, so long as (i) the Closing Sale Price of fell below the Common Stock on the Trading Day immediately preceding such Purchase Date is not less than the VWAP Minimum Price Threshold Price, and (ii) all Shares subject a VWAP Purchase Price calculated using the volume weighted average price of Common Stock sold during such portion of the VWAP Purchase Date prior to all prior the time that the Sale Price fell below the VWAP Purchases and Intraday Minimum Price Threshold. Each VWAP Purchases (as applicable) pursuant to this Agreement have been received Purchase Notice must be accompanied by the Investor as DWAC Shares prior instructions to the Company’s delivery Transfer Agent to immediately issue to the Investor Buyer an amount of such VWAP Purchase Notice for such VWAP Purchase on such Purchase Date. The Investor is obligated Common Stock equal to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase), such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such Estimate, a good faith estimate by the Company of the number of Purchase Shares that the Buyer shall have the obligation to buy pursuant to the VWAP Purchase Notice Notice. In no event shall the Buyer, pursuant to any VWAP Purchase, purchase a number of Purchase Shares that exceeds such applicable the VWAP Purchase Maximum Amount, and Share Estimate issued on the Investor shall have no obligation to purchase, and shall not purchase, such excess Shares pursuant to VWAP Purchase Date in connection with such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated Buyer will immediately return to purchase the applicable Company any amount of Common Stock issued pursuant to the VWAP Purchase Maximum Amount pursuant to Share Estimate that exceeds the number of Purchase Shares the Buyer actually purchases in connection with such VWAP Purchase. At or prior to 5:30 p.m., New York City time, on the Purchase Date for Upon completion of each VWAP PurchasePurchase Date, the Investor Buyer shall provide submit to the Company a confirmation of the VWAP Purchase in form and substance reasonably acceptable to the Company, by email correspondence to each of the individual notice recipients of the . The Company set forth in the applicable VWAP Purchase Notice, a written confirmation for such VWAP Purchase, setting forth the applicable VWAP Purchase Price per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, and the total aggregate VWAP Purchase Price to be paid by the Investor for the total VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase. Notwithstanding the foregoing, the Company shall not may deliver any additional VWAP Purchase Notices to the Investor during Buyer from time to time so long as the PEA Period, any Allowable Grace Period or any MPA Periodmost recent purchase has been completed.

VWAP Purchases. Upon Subject to the initial satisfaction terms and conditions of all this Agreement, in addition to purchases of the conditions set forth Purchase Shares as described in Section 7.2 (the “Commencement” and the date of initial satisfaction of all of such conditions1(b) above, the “Commencement Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.3with one Business Day’s prior written notice, the Company shall also have the right, right but not the obligation, obligation to direct the Investor, Buyer by its timely the Company’s delivery to the Investor Buyer of a VWAP Purchase Notice for a from time to time, and the Buyer thereupon shall have the obligation, to buy the VWAP Purchase Share Percentage of the trading volume of the Common Stock on the VWAP Purchase Date up to the VWAP Purchase Share Volume Maximum on the VWAP Purchase Date (eacheach such purchase, a “VWAP Purchase”), specifying in such ) at the VWAP Purchase Price. The Company may deliver a VWAP Purchase Notice to the Buyer on or before 5:00 p.m. Eastern time on a date on which the Company also submitted a Purchase Notice for a Regular Purchase of at least 200,000 Purchase Shares to the Buyer. The share amount in the prior sentence shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split, or other similar transaction. A VWAP Purchase shall automatically be deemed completed at such time on the VWAP Purchase Date that the Sale Price falls below the VWAP Minimum Price Threshold; in such circumstance, the VWAP Purchase Amount shall be calculated using (ai) the VWAP Purchase Share Percentage of the aggregate shares traded on the Principal Market for such portion of the VWAP Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such VWAP Purchase, on the applicable Purchase Date therefor, to purchase a specified VWAP Purchase Share Amount, which shall not exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such Purchase Date in accordance with this Agreement. The Company may timely deliver prior to the Investor a VWAP Purchase Notice for a VWAP Purchase on any Trading Day selected by time that the Company as the Purchase Date for such VWAP Purchase, so long as (i) the Closing Sale Price of fell below the Common Stock on the Trading Day immediately preceding such Purchase Date is not less than the VWAP Minimum Price Threshold Price, and (ii) all Shares subject a VWAP Purchase Price calculated using the volume weighted average price of Common Stock sold during such portion of the VWAP Purchase Date prior to all prior the time that the Sale Price fell below the VWAP Purchases and Intraday Minimum Price Threshold. Each VWAP Purchases (as applicable) pursuant to this Agreement have been received Purchase Notice must be accompanied by the Investor as DWAC Shares prior instructions to the Company’s delivery Transfer Agent to immediately issue to the Investor Buyer an amount of such VWAP Purchase Notice for such VWAP Purchase on such Purchase Date. The Investor is obligated Common Stock equal to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase), such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such Estimate, a good faith estimate by the Company of the number of Purchase Shares that the Buyer shall have the obligation to buy pursuant to the VWAP Purchase Notice Notice. In no event shall the Buyer, pursuant to any VWAP Purchase, purchase a number of Purchase Shares that exceeds such applicable the VWAP Purchase Maximum Amount, and Share Estimate issued on the Investor shall have no obligation to purchase, and shall not purchase, such excess Shares pursuant to VWAP Purchase Date in connection with such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated Buyer will immediately return to purchase the applicable Company any amount of Common Stock issued pursuant to the VWAP Purchase Maximum Amount pursuant to Share Estimate that exceeds the number of Purchase Shares the Buyer actually purchases in connection with such VWAP Purchase. At or prior to 5:30 p.m., New York City time, on the Purchase Date for Upon completion of each VWAP PurchasePurchase Date, the Investor Buyer shall provide submit to the Company a confirmation of the VWAP Purchase in form and substance reasonably acceptable to the Company, by email correspondence to each of the individual notice recipients of the . The Company set forth in the applicable VWAP Purchase Notice, a written confirmation for such VWAP Purchase, setting forth the applicable VWAP Purchase Price per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, and the total aggregate VWAP Purchase Price to be paid by the Investor for the total VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase. Notwithstanding the foregoing, the Company shall not may deliver any additional VWAP Purchase Notices to the Investor during Buyer from time to time so long as the PEA Period, any Allowable Grace Period or any MPA Periodmost recent purchase has been completed.

VWAP Purchases. Upon the initial satisfaction of all of the conditions set forth in Section 7.2 (the “Commencement” and the date of initial satisfaction of all of such conditions, the “Commencement Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.37.3 and in this Section 3.1, the Company shall have the right, but not the obligation, to direct the Investor, by its timely delivery to the Investor of a VWAP Purchase Notice for on a VWAP Purchase (each, a “VWAP Purchase”), specifying in such VWAP Purchase Notice (a) Exercise Date to purchase the VWAP Purchase Percentage for such VWAP Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply Share Amount set forth by the Company therein, not to such VWAP Purchase, on the applicable Purchase Date therefor, to purchase a specified VWAP Purchase Share Amount, which shall not exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor (as confirmed in the applicable VWAP Purchase Confirmation) on such the applicable VWAP Purchase Date in accordance with this AgreementAgreement (each such purchase, a “VWAP Purchase”). The Company may timely deliver to the Investor a VWAP Purchase Notice for a VWAP Purchase to the Investor on any Trading Day selected by the Company as the VWAP Purchase Exercise Date for such a VWAP Purchase, so long as provided that (i) the Closing Sale Price of Company may not deliver more than one VWAP Purchase Notice to the Common Stock Investor on the any single Trading Day immediately preceding such Purchase Date is not less than the Threshold Price, and (ii) all Shares subject to all prior VWAP Purchases and Intraday Purchase Notices for VWAP Purchases that have been properly delivered by the Company to the Investor under this Agreement (as applicable) pursuant to this Agreement have theretofore been received by the Investor or its Broker-Dealer as DWAC Shares Shares, prior to the Company’s delivery to the Investor of such VWAP Purchase Notice for to the Investor on such VWAP Purchase on such Purchase Exercise Date. The Investor is obligated to accept each VWAP Purchase Notice prepared and properly delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase)Notice, such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such VWAP Purchase Notice exceeds such applicable VWAP Purchase Maximum Amount, and the Investor shall have no obligation to purchase, and shall not purchase, such excess Shares pursuant to such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable VWAP Purchase Maximum Amount pursuant to such VWAP PurchasePurchase Notice. At or prior to 5:30 6:00 p.m., New York City time, on the applicable VWAP Purchase Date for each VWAP PurchasePurchase hereunder, the Investor shall provide to the Company, by email correspondence to each of the individual notice recipients of the Company set forth in the applicable VWAP Purchase Notice, a written confirmation for such VWAP Purchase, Purchase setting forth the applicable VWAP Purchase Share Amount and the applicable VWAP Purchase Price (both on a per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, basis and the total aggregate VWAP Purchase Price to be paid by the Investor for the total such applicable VWAP Purchase Share Amount purchased by the Investor in Amount) with respect to such VWAP PurchasePurchase (each, a “VWAP Purchase Confirmation”). Notwithstanding the foregoing, the Company shall not deliver any VWAP Purchase Notices to the Investor during the PEA Period, any Allowable Grace Period or any MPA Period.

VWAP Purchases. Upon the initial satisfaction of all of the conditions set forth in Section 7.2 6.1 (such event, the “Commencement” and the date of initial satisfaction of all of such conditions, the “Commencement Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.36.2 and 6.3, the Company shall have the right, but not the obligation, to direct the Investor, by its timely delivery to the Investor of a VWAP Purchase Notice for on a VWAP Purchase (each, a “VWAP Purchase”), specifying in such VWAP Purchase Notice (a) the VWAP Purchase Percentage for such VWAP Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply Exercise Date to such VWAP Purchase, on purchase the applicable Purchase Date therefor, to purchase a specified VWAP Purchase Share Amount, which shall not to exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such (as confirmed in the applicable VWAP Purchase Date Confirmation) in accordance with this AgreementAgreement (each such purchase, a “VWAP Purchase”). The Company may timely deliver to the Investor a VWAP Purchase Notice for a VWAP Purchase on any Trading Day selected by the Company as the VWAP Purchase Exercise Date for with respect to such VWAP Purchase, so long as (i) at least three (3) Trading Days have elapsed since the Closing Sale Price of most recent prior VWAP Purchase Exercise Date on which the Common Stock on Company delivered to the Trading Day immediately preceding such Investor a VWAP Purchase Date is not less than the Threshold PriceNotice for a prior VWAP Purchase pursuant to this Agreement, and (ii) all Shares subject to all prior VWAP Purchases and Intraday VWAP Purchases (as applicable) Purchase Notices delivered by the Company to the Investor pursuant to this Agreement (if any) have theretofore been received by the Investor or its Broker-Dealer as DWAC Shares Shares, prior to the Company’s delivery to the Investor of such VWAP Purchase Notice for such VWAP Purchase on such VWAP Purchase Exercise Date. The Investor is obligated to accept each VWAP Purchase Notice prepared and timely delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase)Notice, such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such VWAP Purchase Notice exceeds such applicable VWAP Purchase Maximum Amount, and the Investor shall have no obligation to purchase, and shall not purchase, such excess Shares pursuant to such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable VWAP Purchase Maximum Amount pursuant to such VWAP PurchasePurchase Notice. At or prior to 5:30 p.m.8:30 a.m., New York City time, on the Trading Day immediately following the VWAP Purchase Date Valuation Period for each a VWAP PurchasePurchase (each, a “VWAP Purchase Settlement Date”), the Investor shall provide to the Company, by email correspondence to each of the individual notice recipients of the Company set forth in the applicable VWAP Purchase Notice, a written confirmation for such VWAP Purchase, Purchase setting forth the applicable VWAP Purchase Share Amount and the applicable VWAP Purchase Price (both on a per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, basis and the total aggregate VWAP Purchase Price to be paid by the Investor for the total such applicable VWAP Purchase Share Amount purchased by the Investor in Amount) with respect to such VWAP Purchase. Notwithstanding the foregoingPurchase (each, the Company shall not deliver any a “VWAP Purchase Notices to the Investor during the PEA Period, any Allowable Grace Period or any MPA PeriodConfirmation”).

VWAP Purchases. Upon Subject to the initial satisfaction terms and conditions of all this Agreement, in addition to purchases of the conditions set forth Purchase Shares as described in Section 7.2 (the “Commencement” and the date of initial satisfaction of all of such conditions1(b) above, the “Commencement Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.3with one Business Day’s prior written notice, the Company shall also have the right, right but not the obligation, obligation to direct Buyer by the Investor, by its timely Company’s delivery to the Investor Buyer of a VWAP Purchase Notice for a from time to time, and Buyer thereupon shall have the obligation, to buy the VWAP Purchase Share Percentage of the trading volume of the Common Stock on the VWAP Purchase Date up to the VWAP Purchase Share Volume Maximum on the VWAP Purchase Date (eachas long as such notice is delivered on or before 5:00 p.m. eastern time on the Business Day immediately preceding the VWAP Purchase Date) (each such purchase, a “VWAP Purchase”), specifying in such VWAP Purchase Notice (a) at the VWAP Purchase Percentage for such VWAP Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such VWAP Purchase, on the applicable Purchase Date therefor, to purchase a specified VWAP Purchase Share Amount, which shall not exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such Purchase Date in accordance with this AgreementPrice. The Company may timely deliver to the Investor a VWAP Purchase Notice to the Buyer only on a date on which the Company also submitted a Purchase Notice for a Regular Purchase of at least 100,000 Purchase Shares to the Buyer. A VWAP Purchase shall automatically be deemed completed at such time on any Trading Day selected by the Company as the VWAP Purchase Date for such VWAP Purchase, so long as (i) that the Closing Sale Price sale price of the Common Stock on falls below the Trading Day immediately preceding VWAP Minimum Price Threshold; in such circumstance, the VWAP Purchase Amount shall be calculated using the VWAP Purchase Share Percentage of the aggregate shares traded for such portion of the VWAP Purchase Date is not less than prior to the time that the sale price of the Common Stock fell below the VWAP Minimum Price Threshold Price, and (ii) all Shares subject the VWAP Purchase Price shall be calculated using the volume weighted average price of Common Stock sold during such portion of the VWAP Purchase Date prior to all prior the time that the sale price of the Common Stock fell below the VWAP Purchases and Intraday Minimum Price Threshold. Each VWAP Purchases (as applicable) pursuant to this Agreement have been received Purchase Notice must be accompanied by the Investor as DWAC Shares prior instructions to the Company’s delivery transfer Agent to immediately issue to the Investor Buyer an amount of such VWAP Purchase Notice for such VWAP Purchase on such Purchase Date. The Investor is obligated Common Stock equal to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase), such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such Estimate, a good faith estimate by the Company of the number of Purchase Shares that the Buyer shall have the obligation to buy pursuant to the VWAP Purchase Notice Notice. In no event shall the Buyer pursuant to any VWAP Purchase, purchase a number of Purchase Shares that exceeds such applicable the VWAP Purchase Maximum Amount, and Share Estimate issued on the Investor shall have no obligation to purchase, and shall not purchase, such excess Shares pursuant to VWAP Purchase Date in connection with such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated Buyer will immediately return to purchase the applicable Company any amount of Common Stock issued pursuant to the VWAP Purchase Maximum Amount pursuant to Share Estimate that exceeds the number of Purchase Shares the Buyer actually purchases in connection with such VWAP Purchase. At or prior to 5:30 p.m., New York City time, on the Purchase Date for Upon completion of each VWAP PurchasePurchase Date, the Investor Buyer shall provide submit to the Company a confirmation of the VWAP Purchase in form and substance reasonably acceptable to the Company, by email correspondence to each of the individual notice recipients of the . The Company set forth in the applicable VWAP Purchase Notice, a written confirmation for such VWAP Purchase, setting forth the applicable VWAP Purchase Price per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, and the total aggregate VWAP Purchase Price to be paid by the Investor for the total VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase. Notwithstanding the foregoing, the Company shall not may deliver any additional VWAP Purchase Notices to the Investor during Buyer from time to time so long as the PEA Period, any Allowable Grace Period or any MPA Periodmost recent purchase has been completed.

VWAP Purchases. Upon Subject to the initial satisfaction terms and conditions of all this Agreement, in addition to purchases of the conditions set forth Purchase Shares as described in Section 7.2 1(b) above, with one Business Day’s prior written notice (as long as such notice is delivered on or before 5:00 p.m. Eastern time on the “Commencement” and Business Day immediately preceding the date of initial satisfaction of all of such conditions, the “Commencement VWAP Purchase Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.3), the Company shall also have the right, right but not the obligation, obligation to direct Buyer by the Investor, by its timely Company’s delivery to the Investor Buyer of a VWAP Purchase Notice for a from time to time, and Buyer thereupon shall have the obligation, to buy the VWAP Purchase Share Percentage of the trading volume of the Common Stock on the VWAP Purchase Date up to the VWAP Purchase Share Volume Maximum on the VWAP Purchase Date (eacheach such purchase, a “VWAP Purchase”), specifying in such ) at the VWAP Purchase Price. The Company may deliver a VWAP Purchase Notice to the Buyer only on a date on which the Company also submitted a Purchase Notice for a Regular Purchase of 50,000 Purchase Shares to the Buyer. A VWAP Purchase shall automatically be deemed completed at such time on the VWAP Purchase Date that the Sale Price falls below the VWAP Minimum Price Threshold; in such circumstance, the VWAP Purchase Amount shall be calculated using (ai) the VWAP Purchase Share Percentage of the aggregate shares traded on the Principal Market for such portion of the VWAP Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such VWAP Purchase, on the applicable Purchase Date therefor, to purchase a specified VWAP Purchase Share Amount, which shall not exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such Purchase Date in accordance with this Agreement. The Company may timely deliver prior to the Investor a VWAP Purchase Notice for a VWAP Purchase on any Trading Day selected by time that the Company as the Purchase Date for such VWAP Purchase, so long as (i) the Closing Sale Price of fell below the Common Stock on the Trading Day immediately preceding such Purchase Date is not less than the VWAP Minimum Price Threshold Price, and (ii) all Shares subject a VWAP Purchase Price calculated using the volume weighted average price of Common Stock sold during such portion of the VWAP Purchase Date prior to all prior the time that the Sale Price fell below the VWAP Purchases and Intraday Minimum Price Threshold. Each VWAP Purchases (as applicable) pursuant to this Agreement have been received Purchase Notice must be accompanied by the Investor as DWAC Shares prior instructions to the Company’s delivery Transfer Agent to immediately issue to the Investor Buyer an amount of such VWAP Purchase Notice for such VWAP Purchase on such Purchase Date. The Investor is obligated Common Stock equal to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase), such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such Estimate, a good faith estimate by the Company of the number of Purchase Shares that the Buyer shall have the obligation to buy pursuant to the VWAP Purchase Notice Notice. In no event shall the Buyer, pursuant to any VWAP Purchase, purchase a number of Purchase Shares that exceeds such applicable the VWAP Purchase Maximum Amount, and Share Estimate issued on the Investor shall have no obligation to purchase, and shall not purchase, such excess Shares pursuant to VWAP Purchase Date in connection with such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated Buyer will immediately return to purchase the applicable Company any amount of Common Stock issued pursuant to the VWAP Purchase Maximum Amount pursuant to Share Estimate that exceeds the number of Purchase Shares the Buyer actually purchases in connection with such VWAP Purchase. At or prior to 5:30 p.m., New York City time, on the Purchase Date for Upon completion of each VWAP PurchasePurchase Date, the Investor Buyer shall provide submit to the Company a confirmation of the VWAP Purchase in form and substance reasonably acceptable to the Company, by email correspondence to each of the individual notice recipients of the . The Company set forth in the applicable VWAP Purchase Notice, a written confirmation for such VWAP Purchase, setting forth the applicable VWAP Purchase Price per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, and the total aggregate VWAP Purchase Price to be paid by the Investor for the total VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase. Notwithstanding the foregoing, the Company shall not may deliver any additional VWAP Purchase Notices to the Investor during Buyer from time to time so long as the PEA Periodmost recent purchase has been completed. The Company may, by written notice to the Buyer, in its sole discretion at any Allowable Grace Period or any MPA Periodtime after the date of this Agreement, irrevocably terminate this Section 1(c) and its right to direct the Buyer to make VWAP Purchases.

VWAP Purchases. Upon the initial satisfaction of all of the conditions set forth in set forth in Section 7.2 (6.2, on the “Commencement” and the date of initial satisfaction of all of such conditions, the “Commencement Date”) Date and from time to time thereafter, and on any business day selected by the Company where the Closing Sale Price on the applicable national market, or quotation service is equal to or greater than $0.10, subject to the satisfaction of all of the conditions set forth in Section 7.36.3, in addition to purchases of Shares as described in Section 2.1, the Company shall also have the right, but not the obligation, to direct the Investor, by its timely delivery to the Investor of a VWAP Purchase Notice for a VWAP Purchase (each, a “VWAP Purchase”), specifying in such VWAP Purchase Notice (a) the VWAP Purchase Percentage for such VWAP Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such VWAP Purchase, on the applicable Purchase Date thereforNotice, to purchase a specified the applicable VWAP Purchase Share Amount, which shall not to exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such the applicable VWAP Purchase Date in accordance with this AgreementAgreement (each such purchase, a “VWAP Purchase”); provided, however, that the Investor’s aggregate committed obligation under a VWAP Purchase and all Additional VWAP Purchases shall not exceed $1,000,000 in the aggregate for such VWAP Purchase and all such Additional VWAP Purchases on such VWAP Purchase Date, collectively. The Company may timely deliver a VWAP Purchase Notice, in the Form attached hereto as Annex 2.2, to the Investor a VWAP Purchase Notice for a VWAP Purchase on any Trading Day selected by the Company as the Purchase Date for such VWAP Purchase, so long as only (i) the Closing Sale Price of the Common Stock on the a Trading Day immediately preceding such on which the Company also properly submitted a Fixed Purchase Date is Notice providing for a Fixed Purchase of an amount of Shares not less than the Threshold Price, applicable Fixed Purchase Maximum Amount (calculated as of the applicable Fixed Purchase Date) and (ii) if all Shares subject to all prior Fixed Purchase Notices, VWAP Purchases Purchase Notices, and Intraday Additional VWAP Purchases Purchase Notices (as applicable) pursuant to this Agreement have theretofore been received by the Investor as DWAC Shares prior to the Company’s delivery to the Investor of such VWAP Purchase Notice for such VWAP Purchase on such Purchase DateShares. The Investor is obligated to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase)Notice, such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such VWAP Purchase Notice exceeds such applicable VWAP Purchase Maximum Amount, and the Investor shall have no obligation to purchase, and shall not purchase, purchase such excess Shares pursuant to in respect of such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable VWAP Purchase Maximum Amount pursuant to in such VWAP Purchase. Purchase At or prior to 5:30 p.m.9:30 a.m., New York City time, on the Trading Day immediately following the VWAP Purchase Date for each VWAP Purchase, the Investor shall provide to the Company, by email correspondence to each of the individual notice recipients of the Company set forth in the applicable VWAP Purchase Notice, a written confirmation for of such VWAP Purchase, Purchase setting forth the applicable VWAP Purchase Price per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, Amount and the total aggregate VWAP Purchase Price to be paid by the Investor for the total such VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase. Notwithstanding the foregoing(each, the Company shall not deliver any a “VWAP Purchase Notices to the Investor during the PEA Period, any Allowable Grace Period or any MPA PeriodConfirmation”).

VWAP Purchases. Upon Subject to the initial satisfaction terms and conditions of all this Agreement, in addition to purchases of the conditions set forth Purchase Shares as described in Section 7.2 (the “Commencement” and the date of initial satisfaction of all of such conditions1(b) above, the “Commencement Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.3with one Business Day’s prior written notice, the Company shall also have the right, right but not the obligation, obligation to direct Buyer by the Investor, by its timely Company’s delivery to the Investor Buyer of a VWAP Purchase Notice for a from time to time, and Buyer thereupon shall have the obligation, to buy the VWAP Purchase Share Percentage of the trading volume of the Common Stock on the VWAP Purchase Date up to the VWAP Purchase Share Volume Maximum on the VWAP Purchase Date (eacheach such purchase, a “VWAP Purchase”), specifying in such ) at the VWAP Purchase Price. The Company may deliver a VWAP Purchase Notice to the Buyer only on a date on which the Company also submitted a Purchase Notice for a Regular Purchase of at least 50,000 Purchase Shares to the Buyer. A VWAP Purchase shall automatically be deemed completed at such time on the VWAP Purchase Date that the sale price of the Common Stock falls below the VWAP Minimum Price Threshold; in such circumstance, the VWAP Purchase Amount shall be calculated using the (ai) the VWAP Purchase Share Percentage of the aggregate shares traded for such portion of the VWAP Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such VWAP Purchase, on the applicable Purchase Date therefor, to purchase a specified VWAP Purchase Share Amount, which shall not exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such Purchase Date in accordance with this Agreement. The Company may timely deliver prior to the Investor a VWAP Purchase Notice for a VWAP Purchase on any Trading Day selected by time that the Company as the Purchase Date for such VWAP Purchase, so long as (i) the Closing Sale Price sale price of the Common Stock on fell below the Trading Day immediately preceding such Purchase Date is not less than the VWAP Minimum Price Threshold Price, and (ii) all Shares subject the volume weighted average price of Common Stock sold during such portion of the VWAP Purchase Date prior to all prior the time that the sale price of the Common Stock fell below the VWAP Purchases and Intraday Minimum Price Threshold. Each VWAP Purchases (as applicable) pursuant to this Agreement have been received Purchase Notice must be accompanied by the Investor as DWAC Shares prior instructions to the Company’s delivery Transfer Agent to immediately issue to the Investor Buyer an amount of such VWAP Purchase Notice for such VWAP Purchase on such Purchase Date. The Investor is obligated Common Stock equal to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase), such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such Estimate, a good faith estimate by the Company of the number of Purchase Shares that the Buyer shall have the obligation to buy pursuant to the VWAP Purchase Notice Notice. In no event shall the Buyer, pursuant to any VWAP Purchase, purchase a number of Purchase Shares that exceeds such applicable the VWAP Purchase Maximum Amount, and Share Estimate issued on the Investor shall have no obligation to purchase, and shall not purchase, such excess Shares pursuant to VWAP Purchase Date in connection with such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated Buyer will immediately return to purchase the applicable Company any amount of Common Stock issued pursuant to the VWAP Purchase Maximum Amount pursuant to Share Estimate that exceeds the number of Purchase Shares the Buyer actually purchases in connection with such VWAP Purchase. At or prior to 5:30 p.m., New York City time, on the Purchase Date for Upon completion of each VWAP PurchasePurchase Date, the Investor Buyer shall provide submit to the Company a confirmation of the VWAP Purchase in form and substance reasonably acceptable to the Company, by email correspondence to each of the individual notice recipients of the . The Company set forth in the applicable VWAP Purchase Notice, a written confirmation for such VWAP Purchase, setting forth the applicable VWAP Purchase Price per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, and the total aggregate VWAP Purchase Price to be paid by the Investor for the total VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase. Notwithstanding the foregoing, the Company shall not may deliver any additional VWAP Purchase Notices to the Investor during Buyer from time to time so long as the PEA Period, any Allowable Grace Period or any MPA Periodmost recent purchase has been completed.

VWAP Purchases. Upon the initial satisfaction of all of the conditions set forth in Section 7.2 (the “Commencement” and the date of initial satisfaction of all of such conditions, the “Commencement Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.3, the Company shall have the right, but not the obligation, to direct the Investor, by its timely delivery to the Investor of a VWAP Purchase Notice for a VWAP Purchase (each, a “VWAP Purchase”), specifying in such VWAP Purchase Notice (a) the VWAP Purchase Percentage for such VWAP Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such VWAP Purchase, on the applicable Purchase Date therefor, to purchase a specified VWAP Purchase Share Amount, which shall not exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such Purchase Date in accordance with this AgreementAgreement (each such purchase, a “VWAP Purchase”). The Company may timely deliver to the Investor a VWAP Purchase Notice for a VWAP Purchase on any Trading Day selected by the Company as the Purchase Date for such VWAP Purchase, so long as (i) the Closing Sale Price of the Common Stock Ordinary Shares on the Trading Day immediately preceding such Purchase Date is not less than the Threshold Price, and (ii) all Shares subject to all prior VWAP Purchases and Intraday VWAP Purchases (as applicable) pursuant to this Agreement have been received by the Investor as DWAC Shares prior to the Company’s delivery to the Investor of such VWAP Purchase Notice for such VWAP Purchase on such Purchase Date. The Investor is obligated to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase)Notice, such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such VWAP Purchase Notice exceeds such applicable VWAP Purchase Maximum Amount, and the Investor shall have no obligation to purchase, and shall not purchase, such excess Shares pursuant to such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable VWAP Purchase Maximum Amount pursuant to such VWAP Purchase. At or prior to 5:30 p.m., New York City time, on the Purchase Date for each VWAP Purchase, the Investor shall provide to the Company, by email correspondence to each of the individual notice recipients of the Company set forth in the applicable VWAP Purchase Notice, a written confirmation for such VWAP PurchasePurchase (each, a “VWAP Purchase Confirmation”) setting forth the applicable VWAP Purchase Price per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, and the total aggregate VWAP Purchase Price to be paid by the Investor for the total VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase. Notwithstanding the foregoing, the Company shall not deliver any VWAP Purchase Notices to the Investor during the PEA Period, any Allowable Grace Period or any MPA Period.

VWAP Purchases. Upon the initial satisfaction of all of the conditions set forth in set forth in Section 7.2 (the “Commencement” and the date of initial satisfaction of all of such conditions, the “Commencement Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.3, the Company shall have the right, but not the obligation, to direct the Investor, by its timely delivery to the Investor of a VWAP Purchase Notice for Notice, after 6:00 a.m., New York City time, but prior to 9:00 a.m., New York City time, on a VWAP Purchase (each, a “VWAP Purchase”), specifying in such VWAP Purchase Notice (a) the VWAP Purchase Percentage for such VWAP Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such VWAP Purchase, on the applicable Purchase Date thereforDate, to purchase a specified the applicable VWAP Purchase Share Amount, which shall not to exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such the applicable VWAP Purchase Date in accordance with this AgreementAgreement in accordance with this Agreement (each such purchase, a “VWAP Purchase”). The Company may timely deliver to the Investor a VWAP Purchase Notice for a VWAP Purchase on any to the Investor as often as every Trading Day selected by the Company as the Purchase Date for such VWAP PurchaseDay, so long as (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding such Purchase Date Trading Day is not less than the Threshold Price, and (ii) all Shares subject to all prior VWAP Purchases and Intraday VWAP Purchases (as applicable) pursuant theretofore required to this Agreement have been received by the Investor as DWAC Shares prior to the Company’s delivery under this Agreement have been delivered to the Investor of such VWAP Purchase Notice for such VWAP Purchase on such Purchase Dateas DWAC Shares in accordance with this Agreement. The Investor is obligated to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase)Amount, such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such VWAP Purchase Notice exceeds such applicable VWAP Purchase Maximum Amount, and the Investor shall have no obligation to purchase, and shall not purchase, purchase such excess Shares pursuant to in respect of such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable VWAP Purchase Maximum Amount pursuant to in such VWAP Purchase. At or prior to 5:30 p.m., New York City time, on the VWAP Purchase Date for each VWAP Purchase, the Investor shall provide to the Company, by email correspondence to each of the individual notice recipients of the Company set forth in the applicable VWAP Purchase Notice, a written confirmation for such VWAP PurchasePurchase (each, a “VWAP Purchase Confirmation”) setting forth the applicable VWAP Purchase Price per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, and the total aggregate VWAP Purchase Price to be paid by the Investor for the total VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase. Notwithstanding the foregoing, the Company shall not deliver any VWAP Purchase Notices to the Investor during the PEA Period, any Allowable Grace Period or any MPA Period.

VWAP Purchases. Upon Subject to the initial satisfaction terms and conditions of all this Agreement, in addition to purchases of the conditions set forth Purchase Shares as described in Section 7.2 1(b) above, with one Business Day’s prior written notice (as long as such notice is delivered on or before 5:00 p.m. Eastern time on the “Commencement” and Business Day immediately preceding the date of initial satisfaction of all of such conditions, the “Commencement VWAP Purchase Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.3), the Company shall also have the right, right but not the obligation, obligation to direct the Investor, Buyer by its timely the Company’s delivery to the Investor Buyer of a VWAP Purchase Notice for a from time to time, and the Buyer thereupon shall have the obligation, to buy the VWAP Purchase Share Percentage of the trading volume of the Common Stock on the VWAP Purchase Date up to the VWAP Purchase Share Volume Maximum on the VWAP Purchase Date (eacheach such purchase, a “VWAP Purchase”), specifying in such ) at the VWAP Purchase Price. The Company may deliver a VWAP Purchase Notice to the Buyer on or before 5:00 p.m. Eastern time on a date on which the Company also submitted a Purchase Notice for a Regular Purchase of 150,000 Purchase Shares to the Buyer. The share amount in the prior sentence shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split, or other similar transaction. A VWAP Purchase shall automatically be deemed completed at such time on the VWAP Purchase Date that the Sale Price falls below the VWAP Minimum Price Threshold; in such circumstance, the VWAP Purchase Amount shall be calculated using (ai) the VWAP Purchase Share Percentage of the aggregate shares traded on the Principal Market for such portion of the VWAP Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such VWAP Purchase, on the applicable Purchase Date therefor, to purchase a specified VWAP Purchase Share Amount, which shall not exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such Purchase Date in accordance with this Agreement. The Company may timely deliver prior to the Investor a VWAP Purchase Notice for a VWAP Purchase on any Trading Day selected by time that the Company as the Purchase Date for such VWAP Purchase, so long as (i) the Closing Sale Price of fell below the Common Stock on the Trading Day immediately preceding such Purchase Date is not less than the VWAP Minimum Price Threshold Price, and (ii) all Shares subject a VWAP Purchase Price calculated using the volume weighted average price of Common Stock sold during such portion of the VWAP Purchase Date prior to all prior the time that the Sale Price fell below the VWAP Purchases and Intraday Minimum Price Threshold. Each VWAP Purchases (as applicable) pursuant to this Agreement have been received Purchase Notice must be accompanied by the Investor as DWAC Shares prior instructions to the Company’s delivery Transfer Agent to immediately issue to the Investor Buyer an amount of such VWAP Purchase Notice for such VWAP Purchase on such Purchase Date. The Investor is obligated Common Stock equal to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase), such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such Estimate, a good faith estimate by the Company of the number of Purchase Shares that the Buyer shall have the obligation to buy pursuant to the VWAP Purchase Notice Notice. In no event shall the Buyer, pursuant to any VWAP Purchase, purchase a number of Purchase Shares that exceeds such applicable the VWAP Purchase Maximum Amount, and Share Estimate issued on the Investor shall have no obligation to purchase, and shall not purchase, such excess Shares pursuant to VWAP Purchase Date in connection with such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated Buyer will immediately return to purchase the applicable Company any amount of Common Stock issued pursuant to the VWAP Purchase Maximum Amount pursuant to Share Estimate that exceeds the number of Purchase Shares the Buyer actually purchases in connection with such VWAP Purchase. At or prior to 5:30 p.m., New York City time, on the Purchase Date for Upon completion of each VWAP PurchasePurchase Date, the Investor Buyer shall provide submit to the Company a confirmation of the VWAP Purchase in form and substance reasonably acceptable to the Company, by email correspondence to each of the individual notice recipients of the . The Company set forth in the applicable VWAP Purchase Notice, a written confirmation for such VWAP Purchase, setting forth the applicable VWAP Purchase Price per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, and the total aggregate VWAP Purchase Price to be paid by the Investor for the total VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase. Notwithstanding the foregoing, the Company shall not may deliver any additional VWAP Purchase Notices to the Investor during Buyer from time to time so long as the PEA Period, any Allowable Grace Period or any MPA Periodmost recent purchase has been completed.

VWAP Purchases. Upon Subject to the initial satisfaction terms and conditions of all this Agreement, in addition to purchases of the conditions set forth Purchase Shares as described in Section 7.2 1(b) above, with one Business Day’s prior written notice (as long as such notice is delivered on or before 5:00 p.m. Eastern time on the “Commencement” and Business Day immediately preceding the date of initial satisfaction of all of such conditions, the “Commencement VWAP Purchase Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.3), the Company shall also have the right, right but not the obligation, obligation to direct the Investor, Buyer by its timely the Company’s delivery to the Investor Buyer of a VWAP Purchase Notice for a from time to time, and the Buyer thereupon shall have the obligation, to buy the VWAP Purchase Share Percentage of the trading volume of the Common Stock on the VWAP Purchase Date up to the VWAP Purchase Share Volume Maximum on the VWAP Purchase Date (eacheach such purchase, a “VWAP Purchase”), specifying in such VWAP Purchase Notice (a) at the VWAP Purchase Percentage for such VWAP Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such VWAP Purchase, on the applicable Purchase Date therefor, to purchase a specified VWAP Purchase Share Amount, which shall not exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such Purchase Date in accordance with this AgreementPrice. The Company may timely deliver to the Investor a VWAP Purchase Notice to the Buyer on or before 5:00 p.m. Eastern time on a date on which (i) the Company also submitted a Purchase Notice for a VWAP Regular Purchase on any Trading Day selected by of at least 150,000 Purchase Shares to the Company as the Purchase Date for such VWAP Purchase, so long as Buyer and (iii) the Closing Sale Price is higher than $0.40. A VWAP Purchase shall automatically be deemed completed at such time on the VWAP Purchase Date that the Sale Price falls below the VWAP Minimum Price Threshold; in such circumstance, the VWAP Purchase Amount shall be calculated using (i) the VWAP Purchase Share Percentage of the Common Stock aggregate shares traded on the Trading Day immediately preceding Principal Market for such portion of the VWAP Purchase Date is not less than prior to the time that the Sale Price fell below the VWAP Minimum Price Threshold Price, and (ii) all Shares subject a VWAP Purchase Price calculated using the volume weighted average price of Common Stock sold during such portion of the VWAP Purchase Date prior to all prior the time that the Sale Price fell below the VWAP Purchases and Intraday Minimum Price Threshold. Each VWAP Purchases (as applicable) pursuant to this Agreement have been received Purchase Notice must be accompanied by the Investor as DWAC Shares prior instructions to the Company’s delivery Transfer Agent to immediately issue to the Investor Buyer an amount of such VWAP Purchase Notice for such VWAP Purchase on such Purchase Date. The Investor is obligated Common Stock equal to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase), such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such Estimate, a good faith estimate by the Company of the number of Purchase Shares that the Buyer shall have the obligation to buy pursuant to the VWAP Purchase Notice Notice. In no event shall the Buyer, pursuant to any VWAP Purchase, purchase a number of Purchase Shares that exceeds such applicable the VWAP Purchase Maximum Amount, and Share Estimate issued on the Investor shall have no obligation to purchase, and shall not purchase, such excess Shares pursuant to VWAP Purchase Date in connection with such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated Buyer will immediately return to purchase the applicable Company any amount of Common Stock issued pursuant to the VWAP Purchase Maximum Amount pursuant to Share Estimate that exceeds the number of Purchase Shares the Buyer actually purchases in connection with such VWAP Purchase. At or prior to 5:30 p.m., New York City time, on the Purchase Date for Upon completion of each VWAP PurchasePurchase Date, the Investor Buyer shall provide submit to the Company a confirmation of the VWAP Purchase in form and substance reasonably acceptable to the Company, by email correspondence to each of the individual notice recipients of the . The Company set forth in the applicable VWAP Purchase Notice, a written confirmation for such VWAP Purchase, setting forth the applicable VWAP Purchase Price per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, and the total aggregate VWAP Purchase Price to be paid by the Investor for the total VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase. Notwithstanding the foregoing, the Company shall not may deliver any additional VWAP Purchase Notices to the Investor during Buyer from time to time so long as the PEA Period, any Allowable Grace Period or any MPA Periodmost recent purchase has been completed.

VWAP Purchases. Upon Subject to the initial satisfaction terms and conditions of all this Agreement, in addition to purchases of the conditions set forth Purchase Shares as described in Section 7.2 (the “Commencement” and the date of initial satisfaction of all of such conditions1(b) above, the “Commencement Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.3with one Business Day’s prior written notice, the Company shall also have the right, right but not the obligation, obligation to direct Buyer by the Investor, by its timely Company’s delivery to the Investor Buyer of a VWAP Purchase Notice for a from time to time, and Buyer thereupon shall have the obligation, to buy the VWAP Purchase Share Percentage of the trading volume of the Common Stock on the VWAP Purchase Date up to the VWAP Purchase Share Volume Maximum on the VWAP Purchase Date (eacheach such purchase, a “VWAP Purchase”), specifying in such ) at the VWAP Purchase Price. The Company may deliver a VWAP Purchase Notice to the Buyer only on a date on which the Company also submitted a Purchase Notice for a Regular Purchase of at least 50,000 Purchase Shares to the Buyer. A VWAP Purchase shall automatically be deemed completed at such time on the VWAP Purchase Date that the sale price of the Common Stock falls below the VWAP Minimum Price Threshold; in such circumstance, the VWAP Purchase Amount shall be calculated using the (ai) the VWAP Purchase Share Percentage of the aggregate shares traded for such portion of the VWAP Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such VWAP Purchase, on the applicable Purchase Date therefor, to purchase a specified VWAP Purchase Share Amount, which shall not exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such Purchase Date in accordance with this Agreement. The Company may timely deliver prior to the Investor a VWAP Purchase Notice for a VWAP Purchase on any Trading Day selected by time that the Company as the Purchase Date for such VWAP Purchase, so long as (i) the Closing Sale Price sale price of the Common Stock on fell below the Trading Day immediately preceding such Purchase Date is not less than the VWAP Minimum Price Threshold Price, and (ii) all Shares subject the volume weighted average price of Common Stock sold during such portion of the VWAP Purchase Date prior to all prior the time that the sale price of the Common Stock fell below the VWAP Purchases and Intraday Minimum Price Threshold. Each VWAP Purchases (as applicable) pursuant to this Agreement have been received Purchase Notice must be accompanied by the Investor as DWAC Shares prior instructions to the Company’s delivery Transfer Agent to immediately issue to the Investor Buyer an amount of such VWAP Purchase Notice for such VWAP Purchase on such Purchase Date. The Investor is obligated Common Stock equal to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase), such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such Estimate, a good faith estimate by the Company of the number of Purchase Shares that the Buyer shall have the obligation to buy pursuant to the VWAP Purchase Notice Notice. In no event shall the Buyer pursuant to any VWAP Purchase, purchase a number of Purchase Shares that exceeds such applicable the VWAP Purchase Maximum Amount, and Share Estimate issued on the Investor shall have no obligation to purchase, and shall not purchase, such excess Shares pursuant to VWAP Purchase Date in connection with such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated Buyer will immediately return to purchase the applicable Company any amount of Common Stock issued pursuant to the VWAP Purchase Maximum Amount pursuant to Share Estimate that exceeds the number of Purchase Shares the Buyer actually purchases in connection with such VWAP Purchase. At or prior to 5:30 p.m., New York City time, on the Purchase Date for Upon completion of each VWAP PurchasePurchase Date, the Investor Buyer shall provide submit to the Company a confirmation of the VWAP Purchase in form and substance reasonably acceptable to the Company, by email correspondence to each of the individual notice recipients of the . The Company set forth in the applicable VWAP Purchase Notice, a written confirmation for such VWAP Purchase, setting forth the applicable VWAP Purchase Price per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, and the total aggregate VWAP Purchase Price to be paid by the Investor for the total VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase. Notwithstanding the foregoing, the Company shall not may deliver any additional VWAP Purchase Notices to the Investor during Buyer from time to time so long as the PEA Period, any Allowable Grace Period or any MPA Periodmost recent purchase has been completed.

VWAP Purchases. Upon the initial satisfaction of all of the conditions set forth in Section 7.2 (the “Commencement” and the date of initial satisfaction of all of such conditions, the “Commencement Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.37.3 and in this Section 3.1, the Company shall have the right, but not the obligation, to direct the Investor, by its timely delivery to the Investor of a VWAP Purchase Notice for on a VWAP Purchase (each, a “VWAP Purchase”), specifying in such VWAP Purchase Notice (a) Exercise Date to purchase the VWAP Purchase Percentage for such VWAP Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply Share Amount set forth by the Company therein, not to such VWAP Purchase, on the applicable Purchase Date therefor, to purchase a specified VWAP Purchase Share Amount, which shall not exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such (as confirmed in the applicable VWAP Purchase Date Confirmation) in accordance with this AgreementAgreement (each such purchase, a “VWAP Purchase”). The Company may timely deliver to the Investor a VWAP Purchase Notice for a VWAP Purchase to the Investor on any Trading Day selected by the Company as the VWAP Purchase Exercise Date for such a VWAP Purchase, so long as provided that (i) the Closing Sale Price of Company may not deliver more than one VWAP Purchase Notice to the Common Stock Investor on any single Trading Day, (ii) at least three (3) Trading Days has elapsed since the Trading Day immediately preceding such on which most recent prior VWAP Purchase Date is not less than Notice was delivered by the Threshold Price, Company to the Investor pursuant to and in accordance with this Agreement and (iiiii) all Shares subject to all prior VWAP Purchases and Intraday Purchase Notices for VWAP Purchases that have been properly delivered by the Company to the Investor under this Agreement (as applicable) pursuant to this Agreement have theretofore been received by the Investor or its Broker-Dealer as DWAC Shares Shares, prior to the Company’s delivery to the Investor of such VWAP Purchase Notice for to the Investor on such VWAP Purchase on such Purchase Exercise Date. The Investor is obligated to accept each VWAP Purchase Notice prepared and timely delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase)Notice, such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such VWAP Purchase Notice exceeds such applicable VWAP Purchase Maximum Amount, and the Investor shall have no obligation to purchase, and shall not purchase, such excess Shares pursuant to such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable VWAP Purchase Maximum Amount pursuant to such VWAP PurchasePurchase Notice. At or prior to 5:30 p.m.9:30 a.m., New York City time, on the Trading Day immediately following the VWAP Purchase Date Valuation Period for each VWAP PurchasePurchase (each, a “VWAP Purchase Settlement Date”), the Investor shall provide to the Company, by email correspondence to each of the individual notice recipients of the Company set forth in the applicable VWAP Purchase Notice, a written confirmation for such VWAP Purchase, Purchase setting forth the applicable VWAP Purchase Share Amount and the applicable VWAP Purchase Price (both on a per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, basis and the total aggregate VWAP Purchase Price to be paid by the Investor for the total such applicable VWAP Purchase Share Amount purchased by the Investor in Amount) with respect to such VWAP PurchasePurchase (each, a “VWAP Purchase Confirmation”). Notwithstanding the foregoing, the Company shall not deliver any VWAP Purchase Notices to the Investor during the PEA Period, Period or during any Allowable Grace Period or any MPA Period.

VWAP Purchases. Upon Subject to the initial satisfaction terms and conditions of all this Agreement, in addition to purchases of the conditions set forth Purchase Shares as described in Section 7.2 1(b) above, on any Business Day where the Closing Sale Price is equal to or greater than $0.50 per share of Common Stock (which shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and with one Business Day’s prior written notice (as long as such notice is delivered on or before 5:00 p.m. Eastern time on the “Commencement” and Business Day immediately preceding the date of initial satisfaction of all of such conditions, the “Commencement VWAP Purchase Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.3), the Company shall also have the right, right but not the obligation, obligation to direct Buyer by the Investor, by its timely Company’s delivery to the Investor Buyer of a VWAP Purchase Notice for a from time to time, and Buyer thereupon shall have the obligation, to buy the VWAP Purchase Share Percentage of the trading volume of the Common Stock on the VWAP Purchase Date up to the VWAP Purchase Share Volume Maximum on the VWAP Purchase Date (eacheach such purchase, a “VWAP Purchase”), specifying in such ) at the VWAP Purchase Price. The Company may deliver a VWAP Purchase Notice to the Buyer only on a date on which the Company also submitted a Purchase Notice for a Regular Purchase of 100,000 Purchase Shares to the Buyer. A VWAP Purchase shall automatically be deemed completed at such time on the VWAP Purchase Date that the sale price of the Common Stock falls below the VWAP Minimum Price Threshold; in such circumstance, the VWAP Purchase Amount shall be calculated using the (ai) the VWAP Purchase Share Percentage of the aggregate shares traded for such portion of the VWAP Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such VWAP Purchase, on the applicable Purchase Date therefor, to purchase a specified VWAP Purchase Share Amount, which shall not exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such Purchase Date in accordance with this Agreement. The Company may timely deliver prior to the Investor a VWAP Purchase Notice for a VWAP Purchase on any Trading Day selected by time that the Company as the Purchase Date for such VWAP Purchase, so long as (i) the Closing Sale Price sale price of the Common Stock on fell below the Trading Day immediately preceding such Purchase Date is not less than the VWAP Minimum Price Threshold Price, and (ii) all Shares subject the volume weighted average price of Common Stock sold during such portion of the VWAP Purchase Date prior to all prior the time that the sale price of the Common Stock fell below the VWAP Purchases and Intraday Minimum Price Threshold. Each VWAP Purchases (as applicable) pursuant to this Agreement have been received Purchase Notice must be accompanied by the Investor as DWAC Shares prior instructions to the Company’s delivery Transfer Agent to immediately issue to the Investor Buyer an amount of such VWAP Purchase Notice for such VWAP Purchase on such Purchase Date. The Investor is obligated Common Stock equal to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase), such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such Estimate, a good faith estimate by the Company of the number of Purchase Shares that the Buyer shall have the obligation to buy pursuant to the VWAP Purchase Notice Notice. In no event shall the Buyer, pursuant to any VWAP Purchase, purchase a number of Purchase Shares that exceeds such applicable the VWAP Purchase Maximum Amount, and Share Estimate issued on the Investor shall have no obligation to purchase, and shall not purchase, such excess Shares pursuant to VWAP Purchase Date in connection with such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated Buyer will immediately return to purchase the applicable Company any amount of Common Stock issued pursuant to the VWAP Purchase Maximum Amount pursuant to Share Estimate that exceeds the number of Purchase Shares the Buyer actually purchases in connection with such VWAP Purchase. At or prior to 5:30 p.m., New York City time, on the Purchase Date for Upon completion of each VWAP PurchasePurchase Date, the Investor Buyer shall provide submit to the Company a confirmation of the VWAP Purchase in form and substance reasonably acceptable to the Company, by email correspondence to each of the individual notice recipients of the . The Company set forth in the applicable VWAP Purchase Notice, a written confirmation for such VWAP Purchase, setting forth the applicable VWAP Purchase Price per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, and the total aggregate VWAP Purchase Price to be paid by the Investor for the total VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase. Notwithstanding the foregoing, the Company shall not may deliver any additional VWAP Purchase Notices to the Investor during Buyer from time to time so long as the PEA Periodmost recent purchase has been completed. The Company may, by written notice to the Buyer, in its sole discretion at any Allowable Grace Period or any MPA Periodtime after the date of this Agreement, irrevocably terminate this Section 1(c) and its right to direct the Buyer to make VWAP Purchases.

VWAP Purchases. Upon the initial satisfaction of all of the conditions set forth in Section 7.2 (the “Commencement” and the date of initial satisfaction of all of such conditions, the “Commencement Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.3, the Company shall have the right, but not the obligation, to direct require the Investor, by its timely delivery delivering to the Investor of a VWAP Purchase Notice for a VWAP Purchase (each, a “VWAP Purchase”), specifying in such VWAP Purchase Notice (a) the VWAP Purchase Percentage for whether such VWAP Purchase is (x) a “VWAP Purchase-Type A” (each such subscription and purchase, a “VWAP Purchase-Type A”) or (y) a “VWAP Purchase-Type B” (each such subscription and purchase, a “VWAP Purchase-Type B”) and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such VWAP Purchase, on the applicable Purchase Date therefor, to purchase a specified VWAP Purchase Share Amount, which shall not exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such Purchase Date in accordance with this Agreement. The Company may timely deliver to the Investor a VWAP Purchase Notice for a VWAP Purchase on any Trading Day selected by the Company as the Purchase Date for such VWAP Purchase, so long as (i) the Closing Sale Price of the Common Stock Ordinary Shares on the Trading Day immediately preceding such Purchase Date is not less than the Threshold Price, and (ii) all Shares subject to all prior VWAP Purchases and Intraday VWAP Purchases (as applicable) pursuant to this Agreement with Purchase Share Delivery Times prior to the Purchase Date have been received by the Investor as DWAC Shares prior to the Company’s delivery to the Investor of such VWAP Purchase Notice for such VWAP Purchase on such Purchase Date. Date The Investor is obligated to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the applicable conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account whether the VWAP Purchase Percentage to be effected pursuant to such VWAP Purchase Notice is specified by the Company in the applicable VWAP Purchase Notice for such as a VWAP Purchase-Type A or a VWAP Purchase-Type B), such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such VWAP Purchase Notice exceeds such applicable VWAP Purchase Maximum Amount, and the Investor shall have no obligation to purchase, and shall not purchase, and the Company shall have no obligation to issue, and shall not issue, such excess Shares pursuant to such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable VWAP Purchase Maximum Amount pursuant to such VWAP Purchase. At or prior to 5:30 p.m., New York City time, on the Purchase Date for each VWAP Purchase, the Investor shall provide to the Company, by email correspondence to each of the individual notice recipients of the Company set forth in the applicable VWAP Purchase Notice, a written confirmation for such VWAP Purchase, setting forth the applicable VWAP Purchase Price per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, and the total aggregate VWAP Purchase Price to be paid by the Investor for the total VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase. Notwithstanding the foregoing, the Company shall not deliver any VWAP Purchase Notices to the Investor during the PEA Period, Period or any Allowable Grace Period or any MPA Period. Certain confidential information contained in this document, marked by [***], has been omitted because Iris Energy Limited (the “Company”) has determined that the information (i) is not material and (ii) contains personal information.

VWAP Purchases. Upon the initial satisfaction of all of the conditions set forth in Section 7.2 (the “Commencement” and the date of initial satisfaction of all of such conditions, the “Commencement Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.3, the Company shall have the right, but not the obligation, to direct the Investor, by its timely delivery to the Investor of a VWAP Purchase Notice for a VWAP Purchase (each, a “VWAP Purchase”), specifying in such VWAP Purchase Notice (a) the VWAP Purchase Percentage for such VWAP Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such VWAP Purchase, on the applicable Purchase Date therefor, to purchase a specified VWAP Purchase Share Amount, which shall not exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such Purchase Date in accordance with this AgreementAgreement (each such purchase, a “VWAP Purchase”). The Company may timely deliver to the Investor a VWAP Purchase Notice for a VWAP Purchase on any Trading Day selected by the Company as the Purchase Date for such VWAP Purchase, so long as (i) the Closing Sale Price of the Common Stock Ordinary Shares on the Trading Day immediately preceding such Purchase Date is not less than the Threshold Price, and (ii) all Shares subject to all prior VWAP Purchases and Intraday Additional VWAP Purchases (as applicable) pursuant theretofore required to this Agreement have been delivered to and received by the Investor as DWAC Shares prior pursuant to the Company’s delivery to this Agreement have been timely received by the Investor of such VWAP Purchase Notice for such VWAP Purchase on such Purchase Dateas DWAC Shares in accordance with this Agreement. The Investor is obligated to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase)Notice, such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such VWAP Purchase Notice exceeds such applicable VWAP Purchase Maximum Amount, and the Investor shall have no obligation to purchase, and shall not purchase, such excess Shares pursuant to such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable VWAP Purchase Maximum Amount pursuant to such VWAP Purchase. At or prior to 5:30 p.m., New York City time, on the Purchase Date for each VWAP Purchase, the Investor shall provide to the Company, by email correspondence to each of the individual notice recipients of the Company set forth in the applicable VWAP Purchase Notice, a written confirmation for such VWAP PurchasePurchase (each, a “VWAP Purchase Confirmation”) setting forth the applicable VWAP Purchase Price per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, and the total aggregate VWAP Purchase Price to be paid by the Investor for the total VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase. Notwithstanding the foregoing, the Company shall not deliver any VWAP Purchase Notices to the Investor during the PEA Period, any Allowable Grace Period or any MPA Period.

VWAP Purchases. Upon Subject to the initial satisfaction terms and conditions of all this Agreement, in addition to purchases of the conditions set forth Purchase Shares as described in Section 7.2 (the “Commencement” and the date of initial satisfaction of all of such conditions1(b) above, the “Commencement Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.3with one Business Day’s prior written notice, the Company shall also have the right, right but not the obligation, obligation to direct Buyer by the Investor, by its timely Company’s delivery to the Investor Buyer of a VWAP Purchase Notice for a from time to time, and Buyer thereupon shall have the obligation, to buy the VWAP Purchase Share Percentage of the trading volume of the Common Stock on the VWAP Purchase Date up to the VWAP Purchase Share Volume Maximum on the VWAP Purchase Date (eacheach such purchase, a “VWAP Purchase”), specifying in such ) at the VWAP Purchase Price. The Company may deliver a VWAP Purchase Notice to the Buyer on or before 5:00 p.m. Eastern time on a date on which the Company also submitted a Purchase Notice for a Regular Purchase of at least 100,000 Purchase Shares to the Buyer. A VWAP Purchase shall automatically be deemed completed at such time on the VWAP Purchase Date that the Sale Price falls below the VWAP Minimum Price Threshold; in such circumstance, the VWAP Purchase Amount shall be calculated using (ai) the VWAP Purchase Share Percentage of the aggregate shares traded on the Principal Market for such portion of the VWAP Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such VWAP Purchase, on the applicable Purchase Date therefor, to purchase a specified VWAP Purchase Share Amount, which shall not exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such Purchase Date in accordance with this Agreement. The Company may timely deliver prior to the Investor a VWAP Purchase Notice for a VWAP Purchase on any Trading Day selected by time that the Company as the Purchase Date for such VWAP Purchase, so long as (i) the Closing Sale Price of fell below the Common Stock on the Trading Day immediately preceding such Purchase Date is not less than the VWAP Minimum Price Threshold Price, and (ii) all Shares subject a VWAP Purchase Price calculated using the volume weighted average price of Common Stock sold during such portion of the VWAP Purchase Date prior to all prior the time that the Sale Price fell below the VWAP Purchases and Intraday Minimum Price Threshold. Each VWAP Purchases (as applicable) pursuant to this Agreement have been received Purchase Notice must be accompanied by the Investor as DWAC Shares prior instructions to the Company’s delivery Transfer Agent to immediately issue to the Investor Buyer an amount of such VWAP Purchase Notice for such VWAP Purchase on such Purchase Date. The Investor is obligated Common Stock equal to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase), such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such Estimate, a good faith estimate by the Company of the number of Purchase Shares that the Buyer shall have the obligation to buy pursuant to the VWAP Purchase Notice Notice. In no event shall the Buyer, pursuant to any VWAP Purchase, purchase a number of Purchase Shares that exceeds such applicable the VWAP Purchase Maximum Amount, and Share Estimate issued on the Investor shall have no obligation to purchase, and shall not purchase, such excess Shares pursuant to VWAP Purchase Date in connection with such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated Buyer will immediately return to purchase the applicable Company any amount of Common Stock issued pursuant to the VWAP Purchase Maximum Amount pursuant to Share Estimate that exceeds the number of Purchase Shares the Buyer actually purchases in connection with such VWAP Purchase. At or prior to 5:30 p.m., New York City time, on the Purchase Date for Upon completion of each VWAP PurchasePurchase Date, the Investor Buyer shall provide submit to the Company a confirmation of the VWAP Purchase in form and substance reasonably acceptable to the Company, by email correspondence to each of the individual notice recipients of the . The Company set forth in the applicable VWAP Purchase Notice, a written confirmation for such VWAP Purchase, setting forth the applicable VWAP Purchase Price per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, and the total aggregate VWAP Purchase Price to be paid by the Investor for the total VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase. Notwithstanding the foregoing, the Company shall not may deliver any additional VWAP Purchase Notices to the Investor during Buyer from time to time so long as the PEA Period, any Allowable Grace Period or any MPA Periodmost recent purchase has been completed.

VWAP Purchases. Upon Subject to the initial satisfaction terms and conditions of all this Agreement, in addition to purchases of the conditions set forth Purchase Shares as described in Section 7.2 1(b) above, with one Business Day’s prior written notice (as long as such notice is delivered on or before 5:00 p.m. Eastern time on the “Commencement” and Business Day immediately preceding the date of initial satisfaction of all of such conditions, the “Commencement VWAP Purchase Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.3), the Company shall also have the right, right but not the obligation, obligation to direct the Investor, Buyer by its timely the Company’s delivery to the Investor Buyer of a VWAP Purchase Notice for a from time to time, and the Buyer thereupon shall have the obligation, to buy the VWAP Purchase Share Percentage of the trading volume of the Common Stock on the VWAP Purchase Date up to the VWAP Purchase Share Volume Maximum on the VWAP Purchase Date (eacheach such purchase, a “VWAP Purchase”), specifying in such ) at the VWAP Purchase Price. The Company may deliver a VWAP Purchase Notice to the Buyer on or before 5:00 p.m. Eastern time on a date on which the Company also submitted a Purchase Notice for a Regular Purchase of 125,000 Purchase Shares to the Buyer. The share amount in the prior sentence shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split, or other similar transaction. A VWAP Purchase shall automatically be deemed completed at such time on the VWAP Purchase Date that the Sale Price falls below the VWAP Minimum Price Threshold; in such circumstance, the VWAP Purchase Amount shall be calculated using (ai) the VWAP Purchase Share Percentage of the aggregate shares traded on the Principal Market for such portion of the VWAP Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such VWAP Purchase, on the applicable Purchase Date therefor, to purchase a specified VWAP Purchase Share Amount, which shall not exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such Purchase Date in accordance with this Agreement. The Company may timely deliver prior to the Investor a VWAP Purchase Notice for a VWAP Purchase on any Trading Day selected by time that the Company as the Purchase Date for such VWAP Purchase, so long as (i) the Closing Sale Price of fell below the Common Stock on the Trading Day immediately preceding such Purchase Date is not less than the VWAP Minimum Price Threshold Price, and (ii) all Shares subject a VWAP Purchase Price calculated using the volume weighted average price of Common Stock sold during such portion of the VWAP Purchase Date prior to all prior the time that the Sale Price fell below the VWAP Purchases and Intraday Minimum Price Threshold. Each VWAP Purchases (as applicable) pursuant to this Agreement have been received Purchase Notice must be accompanied by the Investor as DWAC Shares prior instructions to the Company’s delivery Transfer Agent to immediately issue to the Investor Buyer an amount of such VWAP Purchase Notice for such VWAP Purchase on such Purchase Date. The Investor is obligated Common Stock equal to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase), such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such Estimate, a good faith estimate by the Company of the number of Purchase Shares that the Buyer shall have the obligation to buy pursuant to the VWAP Purchase Notice Notice. In no event shall the Buyer, pursuant to any VWAP Purchase, purchase a number of Purchase Shares that exceeds such applicable the VWAP Purchase Maximum Amount, and Share Estimate issued on the Investor shall have no obligation to purchase, and shall not purchase, such excess Shares pursuant to VWAP Purchase Date in connection with such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated Buyer will immediately return to purchase the applicable Company any amount of Common Stock issued pursuant to the VWAP Purchase Maximum Amount pursuant to Share Estimate that exceeds the number of Purchase Shares the Buyer actually purchases in connection with such VWAP Purchase. At or prior to 5:30 p.m., New York City time, on the Purchase Date for Upon completion of each VWAP PurchasePurchase Date, the Investor Buyer shall provide submit to the Company a confirmation of the VWAP Purchase in form and substance reasonably acceptable to the Company, by email correspondence to each of the individual notice recipients of the . The Company set forth in the applicable VWAP Purchase Notice, a written confirmation for such VWAP Purchase, setting forth the applicable VWAP Purchase Price per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, and the total aggregate VWAP Purchase Price to be paid by the Investor for the total VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase. Notwithstanding the foregoing, the Company shall not may deliver any additional VWAP Purchase Notices to the Investor during Buyer from time to time so long as the PEA Period, any Allowable Grace Period or any MPA Periodmost recent purchase has been completed.

VWAP Purchases. Upon Subject to the initial satisfaction terms and conditions of all this Agreement, in addition to purchases of the conditions set forth Purchase Shares as described in Section 7.2 (the “Commencement” and the date of initial satisfaction of all of such conditions1(b) above, the “Commencement Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.3with one Business Day’s prior written notice, the Company shall also have the right, right but not the obligation, obligation to direct the Investor, Buyer by its timely the Company’s delivery to the Investor Buyer of a VWAP Purchase Notice for a from time to time, and the Buyer thereupon shall have the obligation, to buy the VWAP Purchase Share Percentage of the trading volume of the Common Stock on the VWAP Purchase Date up to the VWAP Purchase Share Volume Maximum on the VWAP Purchase Date (eacheach such purchase, a “VWAP Purchase”), specifying in such VWAP Purchase Notice (a) at the VWAP Purchase Percentage for such VWAP Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such VWAP Purchase, on the applicable Purchase Date therefor, to purchase a specified VWAP Purchase Share Amount, which shall not exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such Purchase Date in accordance with this AgreementPrice. The Company may timely deliver to the Investor a VWAP Purchase Notice to the Buyer on or before 5:00 p.m. Eastern time on a date on which (i) the Company also submitted a Purchase Notice for a VWAP Regular Purchase on any Trading Day selected by of at least 100,000 Purchase Shares to the Company as the Purchase Date for such VWAP Purchase, so long as Buyer and (iii) the Closing Sale Price is higher than $0.30. A VWAP Purchase shall automatically be deemed completed at such time on the VWAP Purchase Date that the Sale Price falls below the VWAP Minimum Price Threshold; in such circumstance, the VWAP Purchase Amount shall be calculated using (i) the VWAP Purchase Share Percentage of the Common Stock aggregate shares traded on the Trading Day immediately preceding Principal Market for such portion of the VWAP Purchase Date is not less than prior to the time that the Sale Price fell below the VWAP Minimum Price Threshold Price, and (ii) all Shares subject a VWAP Purchase Price calculated using the volume weighted average price of Common Stock sold during such portion of the VWAP Purchase Date prior to all prior the time that the Sale Price fell below the VWAP Purchases and Intraday Minimum Price Threshold. Each VWAP Purchases (as applicable) pursuant to this Agreement have been received Purchase Notice must be accompanied by the Investor as DWAC Shares prior instructions to the Company’s delivery Transfer Agent to immediately issue to the Investor Buyer an amount of such VWAP Purchase Notice for such VWAP Purchase on such Purchase Date. The Investor is obligated Common Stock equal to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase), such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such Estimate, a good faith estimate by the Company of the number of Purchase Shares that the Buyer shall have the obligation to buy pursuant to the VWAP Purchase Notice Notice. In no event shall the Buyer, pursuant to any VWAP Purchase, purchase a number of Purchase Shares that exceeds such applicable the VWAP Purchase Maximum Amount, and Share Estimate issued on the Investor shall have no obligation to purchase, and shall not purchase, such excess Shares pursuant to VWAP Purchase Date in connection with such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated Buyer will immediately return to purchase the applicable Company any amount of Common Stock issued pursuant to the VWAP Purchase Maximum Amount pursuant to Share Estimate that exceeds the number of Purchase Shares the Buyer actually purchases in connection with such VWAP Purchase. At or prior to 5:30 p.m., New York City time, on the Purchase Date for Upon completion of each VWAP PurchasePurchase Date, the Investor Buyer shall provide submit to the Company a confirmation of the VWAP Purchase in form and substance reasonably acceptable to the Company, by email correspondence to each of the individual notice recipients of the . The Company set forth in the applicable VWAP Purchase Notice, a written confirmation for such VWAP Purchase, setting forth the applicable VWAP Purchase Price per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, and the total aggregate VWAP Purchase Price to be paid by the Investor for the total VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase. Notwithstanding the foregoing, the Company shall not may deliver any additional VWAP Purchase Notices to the Investor during Buyer from time to time so long as the PEA Period, any Allowable Grace Period or any MPA Periodmost recent purchase has been completed.

VWAP Purchases. Upon the initial satisfaction of all of the conditions set forth in Section 7.2 (the “Commencement” and the date of initial satisfaction of all of such conditions, the “Commencement Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.3, the Company shall have the right, but not the obligation, to direct the Investor, by its timely delivery to the Investor of a VWAP Purchase Notice for Notice, after 6:00 a.m., New York City time, but prior to 9:00 a.m., New York City time, on a VWAP Purchase (each, a “VWAP Purchase”), specifying in such VWAP Purchase Notice (a) the VWAP Purchase Percentage for such VWAP Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such VWAP Purchase, on the applicable Purchase Date thereforDate, to purchase a specified the applicable VWAP Purchase Share Amount, which shall not to exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such the applicable VWAP Purchase Date in accordance with this AgreementAgreement in accordance with this Agreement (each such purchase, a “VWAP Purchase”). The Company may timely deliver to the Investor a VWAP Purchase Notice for a VWAP Purchase on any to the Investor as often as every Trading Day selected by the Company as the Purchase Date for such VWAP PurchaseDay, so long as (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding such Purchase Date is not less than the Threshold Price, and (ii) all Shares subject to all prior VWAP Purchases and Intraday VWAP Purchases (as applicable) pursuant to this Agreement have theretofore been received by the Investor as DWAC Shares prior to the Company’s delivery to the Investor of such VWAP Purchase Notice for such VWAP Purchase on such Purchase Dateunder this Agreement. The Investor is obligated to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase)Amount, such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such VWAP Purchase Notice exceeds such applicable VWAP Purchase Maximum Amount, and the Investor shall have no obligation to purchase, and shall not purchase, purchase such excess Shares pursuant to in respect of such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable VWAP Purchase Maximum Amount pursuant to in such VWAP Purchase. At or prior to 5:30 p.m., New York City time, on the VWAP Purchase Date for each VWAP Purchase, the Investor shall provide to the Company, by email correspondence to each of the individual notice recipients of the Company set forth in the applicable VWAP Purchase Notice, a written confirmation for such VWAP PurchasePurchase (each, a “VWAP Purchase Confirmation”) setting forth the applicable VWAP Purchase Price per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, and the total aggregate VWAP Purchase Price to be paid by the Investor for the total VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase. Notwithstanding the foregoing, the Company shall not deliver any VWAP Purchase Notices to the Investor during the PEA Period, any Allowable Grace Period or any MPA Period.

VWAP Purchases. Upon Subject to the initial satisfaction terms and conditions of all this Agreement, in addition to purchases of the conditions set forth Purchase Shares as described in Section 7.2 1(b) above, with one Business Day’s prior written notice (as long as such notice is delivered on or before 5:00 p.m. Eastern time on the “Commencement” and Business Day immediately preceding the date of initial satisfaction of all of such conditions, the “Commencement VWAP Purchase Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.3), the Company shall also have the right, right but not the obligation, obligation to direct Buyer by the Investor, by its timely Company’s delivery to the Investor Buyer of a VWAP Purchase Notice for a from time to time, and Buyer thereupon shall have the obligation, to buy the VWAP Purchase Share Percentage of the trading volume of the Common Stock on the VWAP Purchase Date up to the VWAP Purchase Share Volume Maximum on the VWAP Purchase Date (eacheach such purchase, a “VWAP Purchase”), specifying in such VWAP Purchase Notice (a) at the VWAP Purchase Percentage for such VWAP Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such VWAP Purchase, on the applicable Purchase Date therefor, to purchase a specified VWAP Purchase Share Amount, which shall not exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such Purchase Date in accordance with this AgreementPrice. The Company may timely deliver to the Investor a VWAP Purchase Notice to the Buyer on or before 5:00 p.m. Eastern time on a date on which (i) the Company also submitted a Purchase Notice for a VWAP Regular Purchase on any Trading Day selected by of at least 150,000 Purchase Shares to the Company as the Purchase Date for such VWAP Purchase, so long as Buyer and (iii) the Closing Sale Price is higher than $0.25. A VWAP Purchase shall automatically be deemed completed at such time on the VWAP Purchase Date that the Sale Price falls below the VWAP Minimum Price Threshold; in such circumstance, the VWAP Purchase Amount shall be calculated using (i) the VWAP Purchase Share Percentage of the Common Stock aggregate shares traded on the Trading Day immediately preceding Principal Market for such portion of the VWAP Purchase Date is not less than prior to the time that the Sale Price fell below the VWAP Minimum Price Threshold Price, and (ii) all Shares subject a VWAP Purchase Price calculated using the volume weighted average price of Common Stock sold during such portion of the VWAP Purchase Date prior to all prior the time that the Sale Price fell below the VWAP Purchases and Intraday Minimum Price Threshold. Each VWAP Purchases (as applicable) pursuant to this Agreement have been received Purchase Notice must be accompanied by the Investor as DWAC Shares prior instructions to the Company’s delivery Transfer Agent to immediately issue to the Investor Buyer an amount of such VWAP Purchase Notice for such VWAP Purchase on such Purchase Date. The Investor is obligated Common Stock equal to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase), such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such Estimate, a good faith estimate by the Company of the number of Purchase Shares that the Buyer shall have the obligation to buy pursuant to the VWAP Purchase Notice Notice. In no event shall the Buyer, pursuant to any VWAP Purchase, purchase a number of Purchase Shares that exceeds such applicable the VWAP Purchase Maximum Amount, and Share Estimate issued on the Investor shall have no obligation to purchase, and shall not purchase, such excess Shares pursuant to VWAP Purchase Date in connection with such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated Buyer will immediately return to purchase the applicable Company any amount of Common Stock issued pursuant to the VWAP Purchase Maximum Amount pursuant to Share Estimate that exceeds the number of Purchase Shares the Buyer actually purchases in connection with such VWAP Purchase. At or prior to 5:30 p.m., New York City time, on the Purchase Date for Upon completion of each VWAP PurchasePurchase Date, the Investor Buyer shall provide submit to the Company a confirmation of the VWAP Purchase in form and substance reasonably acceptable to the Company, by email correspondence to each of the individual notice recipients of the . The Company set forth in the applicable VWAP Purchase Notice, a written confirmation for such VWAP Purchase, setting forth the applicable VWAP Purchase Price per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, and the total aggregate VWAP Purchase Price to be paid by the Investor for the total VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase. Notwithstanding the foregoing, the Company shall not may deliver any additional VWAP Purchase Notices to the Investor during Buyer from time to time so long as the PEA Periodmost recent purchase has been completed. The Company may, by written notice to the Buyer, in its sole discretion at any Allowable Grace Period or any MPA Periodtime after the date of this Agreement, irrevocably terminate this Section 1(c) and its right to direct the Buyer to make VWAP Purchases.

VWAP Purchases. Upon Subject to the initial satisfaction terms and conditions of all this Agreement, in addition to purchases of the conditions set forth Purchase Shares as described in Section 7.2 (the “Commencement” and the date of initial satisfaction of all of such conditions1(b) above, the “Commencement Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.3with one Business Day’s prior written notice, the Company shall also have the right, right but not the obligation, obligation to direct Buyer by the Investor, by its timely Company’s delivery to the Investor Buyer of a VWAP Purchase Notice for a from time to time, and Buyer thereupon shall have the obligation, to buy the VWAP Purchase Share Percentage of the trading volume of the Common Stock on the VWAP Purchase Date up to the VWAP Purchase Share Volume Maximum on the VWAP Purchase Date (eacheach such purchase, a “VWAP Purchase”), specifying in such ) at the VWAP Purchase Price. The Company may deliver a VWAP Purchase Notice to the Buyer only on a date on which the Company also submitted a Purchase Notice for a Regular Purchase of at least 100,000 Purchase Shares to the Buyer. A VWAP Purchase shall automatically be deemed completed at such time on the VWAP Purchase Date that the sale price of the Common Stock falls below the VWAP Minimum Price Threshold; in such circumstance, the VWAP Purchase Amount shall be calculated using the (ai) the VWAP Purchase Share Percentage of the aggregate shares traded for such portion of the VWAP Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such VWAP Purchase, on the applicable Purchase Date therefor, to purchase a specified VWAP Purchase Share Amount, which shall not exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such Purchase Date in accordance with this Agreement. The Company may timely deliver prior to the Investor a VWAP Purchase Notice for a VWAP Purchase on any Trading Day selected by time that the Company as the Purchase Date for such VWAP Purchase, so long as (i) the Closing Sale Price sale price of the Common Stock on fell below the Trading Day immediately preceding such Purchase Date is not less than the VWAP Minimum Price Threshold Price, and (ii) all Shares subject the volume weighted average price of Common Stock sold during such portion of the VWAP Purchase Date prior to all prior the time that the sale price of the Common Stock fell below the VWAP Purchases and Intraday Minimum Price Threshold. Each VWAP Purchases (as applicable) pursuant to this Agreement have been received Purchase Notice must be accompanied by the Investor as DWAC Shares prior instructions to the Company’s delivery Transfer Agent to immediately issue to the Investor Buyer an amount of such VWAP Purchase Notice for such VWAP Purchase on such Purchase Date. The Investor is obligated Common Stock equal to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase), such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such Estimate, a good faith estimate by the Company of the number of Purchase Shares that the Buyer shall have the obligation to buy pursuant to the VWAP Purchase Notice Notice. In no event shall the Buyer pursuant to any VWAP Purchase, purchase a number of Purchase Shares that exceeds such applicable the VWAP Purchase Maximum Amount, and Share Estimate issued on the Investor shall have no obligation to purchase, and shall not purchase, such excess Shares pursuant to VWAP Purchase Date in connection with such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated Buyer will immediately return to purchase the applicable Company any amount of Common Stock issued pursuant to the VWAP Purchase Maximum Amount pursuant to Share Estimate that exceeds the number of Purchase Shares the Buyer actually purchases in connection with such VWAP Purchase. At or prior to 5:30 p.m., New York City time, on the Purchase Date for Upon completion of each VWAP PurchasePurchase Date, the Investor Buyer shall provide submit to the Company a confirmation of the VWAP Purchase in form and substance reasonably acceptable to the Company, by email correspondence to each of the individual notice recipients of the . The Company set forth in the applicable VWAP Purchase Notice, a written confirmation for such VWAP Purchase, setting forth the applicable VWAP Purchase Price per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, and the total aggregate VWAP Purchase Price to be paid by the Investor for the total VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase. Notwithstanding the foregoing, the Company shall not may deliver any additional VWAP Purchase Notices to the Investor during Buyer from time to time so long as the PEA Period, any Allowable Grace Period or any MPA Periodmost recent purchase has been completed.

VWAP Purchases. Upon Subject to the initial satisfaction terms and conditions of all this Agreement, in addition to purchases of the conditions set forth Purchase Shares as described in Section 7.2 1(b) above, with one Business Day’s prior written notice (as long as such notice is delivered on or before 5:00 p.m. Eastern time on the “Commencement” and Business Day immediately preceding the date of initial satisfaction of all of such conditions, the “Commencement VWAP Purchase Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.3), the Company shall also have the right, right but not the obligation, obligation to direct the Investor, Buyer by its timely the Company’s delivery to the Investor Buyer of a VWAP Purchase Notice for a from time to time, and the Buyer thereupon shall have the obligation, to buy the VWAP Purchase Share Percentage of the trading volume of the Common Stock on the VWAP Purchase Date up to the VWAP Purchase Share Volume Maximum on the VWAP Purchase Date (eacheach such purchase, a “VWAP Purchase”), specifying in such ) at the VWAP Purchase Price. The Company may deliver a VWAP Purchase Notice to the Buyer on or before 5:00 p.m. Eastern time on a date on which the Company also submitted a Purchase Notice for a Regular Purchase of at least 500,000 Purchase Shares to the Buyer. The share amount in the prior sentence shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split, or other similar transaction. A VWAP Purchase shall automatically be deemed completed at such time on the VWAP Purchase Date that the Sale Price falls below the VWAP Minimum Price Threshold; in such circumstance, the VWAP Purchase Amount shall be calculated using (ai) the VWAP Purchase Share Percentage of the aggregate shares traded on the Principal Market for such portion of the VWAP Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such VWAP Purchase, on the applicable Purchase Date therefor, to purchase a specified VWAP Purchase Share Amount, which shall not exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such Purchase Date in accordance with this Agreement. The Company may timely deliver prior to the Investor a VWAP Purchase Notice for a VWAP Purchase on any Trading Day selected by time that the Company as the Purchase Date for such VWAP Purchase, so long as (i) the Closing Sale Price of fell below the Common Stock on the Trading Day immediately preceding such Purchase Date is not less than the VWAP Minimum Price Threshold Price, and (ii) all Shares subject a VWAP Purchase Price calculated using the volume weighted average price of Common Stock sold during such portion of the VWAP Purchase Date prior to all prior the time that the Sale Price fell below the VWAP Purchases and Intraday Minimum Price Threshold. Each VWAP Purchases (as applicable) pursuant to this Agreement have been received Purchase Notice must be accompanied by the Investor as DWAC Shares prior instructions to the Company’s delivery Transfer Agent to immediately issue to the Investor Buyer an amount of such VWAP Purchase Notice for such VWAP Purchase on such Purchase Date. The Investor is obligated Common Stock equal to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase), such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such Estimate, a good faith estimate by the Company of the number of Purchase Shares that the Buyer shall have the obligation to buy pursuant to the VWAP Purchase Notice Notice. In no event shall the Buyer, pursuant to any VWAP Purchase, purchase a number of Purchase Shares that exceeds such applicable the VWAP Purchase Maximum Amount, and Share Estimate issued on the Investor shall have no obligation to purchase, and shall not purchase, such excess Shares pursuant to VWAP Purchase Date in connection with such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated Buyer will immediately return to purchase the applicable Company any amount of Common Stock issued pursuant to the VWAP Purchase Maximum Amount pursuant to Share Estimate that exceeds the number of Purchase Shares the Buyer actually purchases in connection with such VWAP Purchase. At or prior to 5:30 p.m., New York City time, on the Purchase Date for Upon completion of each VWAP PurchasePurchase Date, the Investor Buyer shall provide submit to the Company a confirmation of the VWAP Purchase in form and substance reasonably acceptable to the Company, by email correspondence to each of the individual notice recipients of the . The Company set forth in the applicable VWAP Purchase Notice, a written confirmation for such VWAP Purchase, setting forth the applicable VWAP Purchase Price per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, and the total aggregate VWAP Purchase Price to be paid by the Investor for the total VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase. Notwithstanding the foregoing, the Company shall not may deliver any additional VWAP Purchase Notices to the Investor during Buyer from time to time so long as the PEA Period, any Allowable Grace Period or any MPA Periodmost recent purchase has been completed.

VWAP Purchases. Upon Subject to the initial satisfaction terms and conditions of all this Agreement, in addition to purchases of the conditions set forth Purchase Shares as described in Section 7.2 1(b) above, with one Business Day’s prior written notice (as long as such notice is delivered on or before 5:00 p.m. Eastern time on the “Commencement” and Business Day immediately preceding the date of initial satisfaction of all of such conditions, the “Commencement VWAP Purchase Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.3), the Company shall also have the right, right but not the obligation, obligation to direct the Investor, Buyer by its timely the Company’s delivery to the Investor Buyer of a VWAP Purchase Notice for a from time to time, and the Buyer thereupon shall have the obligation, to buy the VWAP Purchase Share Percentage of the trading volume of the Common Stock on the VWAP Purchase Date up to the VWAP Purchase Share Volume Maximum on the VWAP Purchase Date (eacheach such purchase, a “VWAP Purchase”), specifying in such ) at the VWAP Purchase Price. The Company may deliver a VWAP Purchase Notice to the Buyer on or before 5:00 p.m. Eastern time on a date on which the Company also submitted a Purchase Notice for a Regular Purchase of at least 75,000 Purchase Shares to the Buyer. A VWAP Purchase shall automatically be deemed completed at such time on the VWAP Purchase Date that the Sale Price falls below the VWAP Minimum Price Threshold; in such circumstance, the VWAP Purchase Amount shall be calculated using (ai) the VWAP Purchase Share Percentage of the aggregate shares traded on the Principal Market for such portion of the VWAP Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such VWAP Purchase, on the applicable Purchase Date therefor, to purchase a specified VWAP Purchase Share Amount, which shall not exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such Purchase Date in accordance with this Agreement. The Company may timely deliver prior to the Investor a VWAP Purchase Notice for a VWAP Purchase on any Trading Day selected by time that the Company as the Purchase Date for such VWAP Purchase, so long as (i) the Closing Sale Price of fell below the Common Stock on the Trading Day immediately preceding such Purchase Date is not less than the VWAP Minimum Price Threshold Price, and (ii) all Shares subject a VWAP Purchase Price calculated using the volume weighted average price of Common Stock sold during such portion of the VWAP Purchase Date prior to all prior the time that the Sale Price fell below the VWAP Purchases and Intraday Minimum Price Threshold. Each VWAP Purchases (as applicable) pursuant to this Agreement have been received Purchase Notice must be accompanied by the Investor as DWAC Shares prior instructions to the Company’s delivery Transfer Agent to immediately issue to the Investor Buyer an amount of such VWAP Purchase Notice for such VWAP Purchase on such Purchase Date. The Investor is obligated Common Stock equal to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase), such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such Estimate, a good faith estimate by the Company of the number of Purchase Shares that the Buyer shall have the obligation to buy pursuant to the VWAP Purchase Notice Notice. In no event shall the Buyer, pursuant to any VWAP Purchase, purchase a number of Purchase Shares that exceeds such applicable the VWAP Purchase Maximum Amount, and Share Estimate issued on the Investor shall have no obligation to purchase, and shall not purchase, such excess Shares pursuant to VWAP Purchase Date in connection with such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated Buyer will immediately return to purchase the applicable Company any amount of Common Stock issued pursuant to the VWAP Purchase Maximum Amount pursuant to Share Estimate that exceeds the number of Purchase Shares the Buyer actually purchases in connection with such VWAP Purchase. At or prior to 5:30 p.m., New York City time, on the Purchase Date for Upon completion of each VWAP PurchasePurchase Date, the Investor Buyer shall provide submit to the Company a confirmation of the VWAP Purchase in form and substance reasonably acceptable to the Company, by email correspondence to each of the individual notice recipients of the . The Company set forth in the applicable VWAP Purchase Notice, a written confirmation for such VWAP Purchase, setting forth the applicable VWAP Purchase Price per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, and the total aggregate VWAP Purchase Price to be paid by the Investor for the total VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase. Notwithstanding the foregoing, the Company shall not may deliver any additional VWAP Purchase Notices to the Investor during Buyer from time to time so long as the PEA Periodmost recent purchase has been completed. The Company may, by written notice to the Buyer, in its sole discretion at any Allowable Grace Period or any MPA Periodtime after the date of this Agreement, irrevocably terminate this Section 1(c) and its right to direct the Buyer to make VWAP Purchases.

VWAP Purchases. Upon Subject to the initial satisfaction terms and conditions of all this Agreement, in addition to purchases of the conditions set forth Purchase Shares as described in Section 7.2 1(b) above, with one Business Day’s prior written notice (as long as such notice is delivered on or before 5:00 p.m. Eastern time on the “Commencement” and Business Day immediately preceding the date of initial satisfaction of all of such conditions, the “Commencement VWAP Purchase Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.3), the Company shall also have the right, right but not the obligation, obligation to direct the Investor, Buyer by its timely the Company’s delivery to the Investor Buyer of a VWAP Purchase Notice for a from time to time, and the Buyer thereupon shall have the obligation, to buy the VWAP Purchase Share Percentage of the trading volume of the Common Stock on the VWAP Purchase Date up to the VWAP Purchase Share Volume Maximum on the VWAP Purchase Date (eacheach such purchase, a “VWAP Purchase”), specifying in such ) at the VWAP Purchase Price. The Company may deliver a VWAP Purchase Notice to the Buyer on or before 5:00 p.m. Eastern time on a date on which the Company also submitted a Purchase Notice for a Regular Purchase of at least 50,000 Purchase Shares to the Buyer. The share amount in the prior sentence shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split, or other similar transaction. A VWAP Purchase shall automatically be deemed completed at such time on the VWAP Purchase Date that the Sale Price falls below the VWAP Minimum Price Threshold; in such circumstance, the VWAP Purchase Amount shall be calculated using (ai) the VWAP Purchase Share Percentage of the aggregate shares traded on the Principal Market for such portion of the VWAP Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such VWAP Purchase, on the applicable Purchase Date therefor, to purchase a specified VWAP Purchase Share Amount, which shall not exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such Purchase Date in accordance with this Agreement. The Company may timely deliver prior to the Investor a VWAP Purchase Notice for a VWAP Purchase on any Trading Day selected by time that the Company as the Purchase Date for such VWAP Purchase, so long as (i) the Closing Sale Price of fell below the Common Stock on the Trading Day immediately preceding such Purchase Date is not less than the VWAP Minimum Price Threshold Price, and (ii) all Shares subject a VWAP Purchase Price calculated using the volume weighted average price of Common Stock Exhibit 10.1 sold during such portion of the VWAP Purchase Date prior to all prior the time that the Sale Price fell below the VWAP Purchases and Intraday Minimum Price Threshold. Each VWAP Purchases (as applicable) pursuant to this Agreement have been received Purchase Notice must be accompanied by the Investor as DWAC Shares prior instructions to the Company’s delivery Transfer Agent to immediately issue to the Investor Buyer an amount of such VWAP Purchase Notice for such VWAP Purchase on such Purchase Date. The Investor is obligated Common Stock equal to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase), such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such Estimate, a good faith estimate by the Company of the number of Purchase Shares that the Buyer shall have the obligation to buy pursuant to the VWAP Purchase Notice Notice. In no event shall the Buyer, pursuant to any VWAP Purchase, purchase a number of Purchase Shares that exceeds such applicable the VWAP Purchase Maximum Amount, and Share Estimate issued on the Investor shall have no obligation to purchase, and shall not purchase, such excess Shares pursuant to VWAP Purchase Date in connection with such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated Buyer will immediately return to purchase the applicable Company any amount of Common Stock issued pursuant to the VWAP Purchase Maximum Amount pursuant to Share Estimate that exceeds the number of Purchase Shares the Buyer actually purchases in connection with such VWAP Purchase. At or prior to 5:30 p.m., New York City time, on the Purchase Date for Upon completion of each VWAP PurchasePurchase Date, the Investor Buyer shall provide submit to the Company a confirmation of the VWAP Purchase in form and substance reasonably acceptable to the Company, by email correspondence to each of the individual notice recipients of the . The Company set forth in the applicable VWAP Purchase Notice, a written confirmation for such VWAP Purchase, setting forth the applicable VWAP Purchase Price per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, and the total aggregate VWAP Purchase Price to be paid by the Investor for the total VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase. Notwithstanding the foregoing, the Company shall not may deliver any additional VWAP Purchase Notices to the Investor during Buyer from time to time so long as the PEA Period, any Allowable Grace Period or any MPA Periodmost recent purchase has been completed.

VWAP Purchases. Upon Subject to the initial satisfaction terms and conditions of all this Agreement, in addition to purchases of the conditions set forth Purchase Shares as described in Section 7.2 (the “Commencement” and the date of initial satisfaction of all of such conditions1(b) above, the “Commencement Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.3with one Business Day’s prior written notice, the Company shall also have the right, right but not the obligation, obligation to direct the Investor, Buyer by its timely the Company’s delivery to the Investor Buyer of a VWAP Purchase Notice for a from time to time, and the Buyer thereupon shall have the obligation, to buy the VWAP Purchase Share Percentage of the trading volume of the Common Stock on the VWAP Purchase Date up to the VWAP Purchase Share Volume Maximum on the VWAP Purchase Date (eacheach such purchase, a “VWAP Purchase”), specifying in such ) at the VWAP Purchase Price. The Company may deliver a VWAP Purchase Notice to the Buyer on or before 5:00 p.m. Eastern time on a date on which the Company also submitted a Purchase Notice for a Regular Purchase of at least 100,000 Purchase Shares to the Buyer. A VWAP Purchase shall automatically be deemed completed at such time on the VWAP Purchase Date that the Sale Price falls below the VWAP Minimum Price Threshold; in such circumstance, the VWAP Purchase Amount shall be calculated using (ai) the VWAP Purchase Share Percentage of the aggregate shares traded on the Principal Market for such portion of the VWAP Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such VWAP Purchase, on the applicable Purchase Date therefor, to purchase a specified VWAP Purchase Share Amount, which shall not exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such Purchase Date in accordance with this Agreement. The Company may timely deliver prior to the Investor a VWAP Purchase Notice for a VWAP Purchase on any Trading Day selected by time that the Company as the Purchase Date for such VWAP Purchase, so long as (i) the Closing Sale Price of fell below the Common Stock on the Trading Day immediately preceding such Purchase Date is not less than the VWAP Minimum Price Threshold Price, and (ii) all Shares subject a VWAP Purchase Price calculated using the volume weighted average price of Common Stock sold during such portion of the VWAP Purchase Date prior to all prior the time that the Sale Price fell below the VWAP Purchases and Intraday Minimum Price Threshold. Each VWAP Purchases (as applicable) pursuant to this Agreement have been received Purchase Notice must be accompanied by the Investor as DWAC Shares prior instructions to the Company’s delivery Transfer Agent to immediately issue to the Investor Buyer an amount of such VWAP Purchase Notice for such VWAP Purchase on such Purchase Date. The Investor is obligated Common Stock equal to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase), such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such Estimate, a good faith estimate by the Company of the number of Purchase Shares that the Buyer shall have the obligation to buy pursuant to the VWAP Purchase Notice Notice. In no event shall the Buyer, pursuant to any VWAP Purchase, purchase a number of Purchase Shares that exceeds such applicable the VWAP Purchase Maximum Amount, and Share Estimate issued on the Investor shall have no obligation to purchase, and shall not purchase, such excess Shares pursuant to VWAP Purchase Date in connection with such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated Buyer will immediately return to purchase the applicable Company any amount of Common Stock issued pursuant to the VWAP Purchase Maximum Amount pursuant to Share Estimate that exceeds the number of Purchase Shares the Buyer actually purchases in connection with such VWAP Purchase. At or prior to 5:30 p.m., New York City time, on the Purchase Date for Upon completion of each VWAP PurchasePurchase Date, the Investor Buyer shall provide submit to the Company a confirmation of the VWAP Purchase in form and substance reasonably acceptable to the Company, by email correspondence to each of the individual notice recipients of the . The Company set forth in the applicable VWAP Purchase Notice, a written confirmation for such VWAP Purchase, setting forth the applicable VWAP Purchase Price per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, and the total aggregate VWAP Purchase Price to be paid by the Investor for the total VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase. Notwithstanding the foregoing, the Company shall not may deliver any additional VWAP Purchase Notices to the Investor during Buyer from time to time so long as the PEA Period, any Allowable Grace Period or any MPA Periodmost recent purchase has been completed.

VWAP Purchases. Upon the initial satisfaction of all of the conditions set forth in set forth in Section 7.2 (6.2, on the “Commencement” and the date of initial satisfaction of all of such conditions, the “Commencement Date”) Date and from time to time thereafter, and on any business day selected by the Company where the Closing Sale Price on the applicable national market, or quotation service is equal to or greater than $0.25, subject to the satisfaction of all of the conditions set forth in Section 7.36.3, in addition to purchases of Shares as described in Section 2.1, the Company shall also have the right, but not the obligation, to direct the Investor, by its timely delivery to the Investor of a VWAP Purchase Notice for a VWAP Purchase (each, a “VWAP Purchase”), specifying in such VWAP Purchase Notice (a) the VWAP Purchase Percentage for such VWAP Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such VWAP Purchase, on the applicable Purchase Date thereforNotice, to purchase a specified the applicable VWAP Purchase Share Amount, which shall not to exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such the applicable VWAP Purchase Date in accordance with this AgreementAgreement (each such purchase, a “VWAP Purchase”); provided, however, that the Investor’s aggregate committed obligation under a VWAP Purchase and all Additional VWAP Purchases shall not exceed $1,000,000 in the aggregate for such VWAP Purchase and all such Additional VWAP Purchases, collectively. The Company may timely deliver VWAP Purchase Notice, in the Form attached hereto as Annex 2.2, to the Investor a VWAP Purchase Notice for a VWAP Purchase on any Trading Day selected by the Company as the Purchase Date for such VWAP Purchase, so long as only (i) the Closing Sale Price of the Common Stock on the a Trading Day immediately preceding such on which the Company also properly submitted a Fixed Purchase Date is Notice providing for a Fixed Purchase of an amount of Shares not less than the Threshold Price, applicable Fixed Purchase Maximum Amount (calculated as of the applicable Fixed Purchase Date) and (ii) if all Shares subject to all prior Fixed Purchase Notices, VWAP Purchases Purchase Notices, and Intraday Additional VWAP Purchases Purchase Notices (as applicable) pursuant to this Agreement have theretofore been received by the Investor as DWAC Shares prior to the Company’s delivery to the Investor of such VWAP Purchase Notice for such VWAP Purchase on such Purchase DateShares. The Investor is obligated to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase)Notice, such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such VWAP Purchase Notice exceeds such applicable VWAP Purchase Maximum Amount, and the Investor shall have no obligation to purchase, and shall not purchase, purchase such excess Shares pursuant to in respect of such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable VWAP Purchase Maximum Amount pursuant to in such VWAP Purchase. At or prior to 5:30 p.m.9:30 a.m., New York City time, on the Trading Day immediately following the VWAP Purchase Date for each VWAP Purchase, the Investor shall provide to the Company, by email correspondence to each of the individual notice recipients of the Company set forth in the applicable VWAP Purchase Notice, a written confirmation for of such VWAP Purchase, Purchase setting forth the applicable VWAP Purchase Price per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, Amount and the total aggregate VWAP Purchase Price to be paid by the Investor for the total such VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase. Notwithstanding the foregoing(each, the Company shall not deliver any a “VWAP Purchase Notices to the Investor during the PEA Period, any Allowable Grace Period or any MPA PeriodConfirmation”).

VWAP Purchases. Upon the initial satisfaction of all of the conditions set forth in set forth in Section 7.2 (6.2, on the “Commencement” and the date of initial satisfaction of all of such conditions, the “Commencement Date”) Date and from time to time thereafter, and on any business day selected by the Company where the Closing Sale Price on the applicable national market, or quotation service is equal to or greater than $0.20, subject to the satisfaction of all of the conditions set forth in Section 7.36.3, in addition to purchases of Shares as described in Section 2.1, the Company shall also have the right, but not the obligation, to direct the Investor, by its timely delivery to the Investor of a VWAP Purchase Notice for a VWAP Purchase (each, a “VWAP Purchase”), specifying in such VWAP Purchase Notice (a) the VWAP Purchase Percentage for such VWAP Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such VWAP Purchase, on the applicable Purchase Date thereforNotice, to purchase a specified the applicable VWAP Purchase Share Amount, which shall not to exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such the applicable VWAP Purchase Date in accordance with this AgreementAgreement (each such purchase, a “VWAP Purchase”); provided, however, that the Investor’s aggregate committed obligation under a VWAP Purchase and all Additional VWAP Purchases shall not exceed $1,000,000 in the aggregate for such VWAP Purchase and all such Additional VWAP Purchases, collectively. The Company may timely deliver VWAP Purchase Notice, in the Form attached hereto as Annex 2.2, to the Investor a VWAP Purchase Notice for a VWAP Purchase on any Trading Day selected by the Company as the Purchase Date for such VWAP Purchase, so long as only (i) the Closing Sale Price of the Common Stock on the a Trading Day immediately preceding such on which the Company also properly submitted a Fixed Purchase Date is Notice providing for a Fixed Purchase of an amount of Shares not less than the Threshold Price, applicable Fixed Purchase Maximum Amount (calculated as of the applicable Fixed Purchase Date) and (ii) if all Shares subject to all prior Fixed Purchase Notices, VWAP Purchases Purchase Notices, and Intraday Additional VWAP Purchases Purchase Notices (as applicable) pursuant to this Agreement have theretofore been received by the Investor as DWAC Shares prior to the Company’s delivery to the Investor of such VWAP Purchase Notice for such VWAP Purchase on such Purchase DateShares. The Investor is obligated to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase)Notice, such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such VWAP Purchase Notice exceeds such applicable VWAP Purchase Maximum Amount, and the Investor shall have no obligation to purchase, and shall not purchase, purchase such excess Shares pursuant to in respect of such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable VWAP Purchase Maximum Amount pursuant to in such VWAP Purchase. Purchase At or prior to 5:30 p.m.9:30 a.m., New York City time, on the Trading Day immediately following the VWAP Purchase Date for each VWAP Purchase, the Investor shall provide to the Company, by email correspondence to each of the individual notice recipients of the Company set forth in the applicable VWAP Purchase Notice, a written confirmation for of such VWAP Purchase, Purchase setting forth the applicable VWAP Purchase Price per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, Amount and the total aggregate VWAP Purchase Price to be paid by the Investor for the total such VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase. Notwithstanding the foregoing(each, the Company shall not deliver any a “VWAP Purchase Notices to the Investor during the PEA Period, any Allowable Grace Period or any MPA PeriodConfirmation”).

VWAP Purchases. Upon the initial satisfaction of all of the conditions set forth in set forth in Section 7.2 (6.2, on the “Commencement” and the date of initial satisfaction of all of such conditions, the “Commencement Date”) Date and from time to time thereafter, and on any business day selected by the Company where the Closing Sale Price on the applicable national market, or quotation service is equal to or greater than $1.00, subject to the satisfaction of all of the conditions set forth in Section 7.36.3, in addition to purchases of Shares as described in Section 2.1, the Company shall also have the right, but not the obligation, to direct the Investor, by its timely delivery to the Investor of a VWAP Purchase Notice for a VWAP Purchase (each, a “VWAP Purchase”), specifying in such VWAP Purchase Notice (a) the VWAP Purchase Percentage for such VWAP Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such VWAP Purchase, on the applicable Purchase Date thereforNotice, to purchase a specified the applicable VWAP Purchase Share Amount, which shall not to exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such the applicable VWAP Purchase Date in accordance with this AgreementAgreement (each such purchase, a “VWAP Purchase”); provided, however, that the Investor’s aggregate committed obligation under a VWAP Purchase and all Additional VWAP Purchases shall not exceed $2,000,000 in the aggregate for such VWAP Purchase and all such Additional VWAP Purchases on such VWAP Purchase Date, collectively. The Company may timely deliver a VWAP Purchase Notice, in the Form attached hereto as Annex 2.2, to the Investor a VWAP Purchase Notice for a VWAP Purchase on any Trading Day selected by the Company as the Purchase Date for such VWAP Purchase, so long as only (i) the Closing Sale Price of the Common Stock on the a Trading Day immediately preceding such on which the Company also properly submitted a Fixed Purchase Date is Notice providing for a Fixed Purchase of an amount of Shares not less than the Threshold Price, applicable Fixed Purchase Maximum Amount (calculated as of the applicable Fixed Purchase Date) and (ii) if all Shares subject to all prior Fixed Purchase Notices, VWAP Purchases Purchase Notices, and Intraday Additional VWAP Purchases Purchase Notices (as applicable) pursuant to this Agreement have theretofore been received by the Investor as DWAC Shares prior to the Company’s delivery to the Investor of such VWAP Purchase Notice for such VWAP Purchase on such Purchase DateShares. The Investor is obligated to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase)Notice, such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such VWAP Purchase Notice exceeds such applicable VWAP Purchase Maximum Amount, and the Investor shall have no obligation to purchase, and shall not purchase, purchase such excess Shares pursuant to in respect of such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable VWAP Purchase Maximum Amount pursuant to in such VWAP Purchase. Purchase At or prior to 5:30 p.m.9:30 a.m., New York City time, on the Trading Day immediately following the VWAP Purchase Date for each VWAP Purchase, the Investor shall provide to the Company, by email correspondence to each of the individual notice recipients of the Company set forth in the applicable VWAP Purchase Notice, a written confirmation for of such VWAP Purchase, Purchase setting forth the applicable VWAP Purchase Price per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, Amount and the total aggregate VWAP Purchase Price to be paid by the Investor for the total such VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase. Notwithstanding the foregoing(each, the Company shall not deliver any a “VWAP Purchase Notices to the Investor during the PEA Period, any Allowable Grace Period or any MPA PeriodConfirmation”).

VWAP Purchases. Upon the initial satisfaction of all of the conditions set forth in Section 7.2 (the “Commencement” and the date of initial satisfaction of all of such conditions, the “Commencement Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.3, the Company shall have the right, but not the obligation, to direct the Investor, by its timely delivery to the Investor of a VWAP Purchase Notice for a VWAP Purchase, specifying therein whether such VWAP Purchase is (eacha) a VWAP Purchase-Type A (each such subscription and purchase, a “VWAP Purchase-Type A”), specifying in such VWAP Purchase Notice (a) the VWAP Purchase Percentage for such VWAP Purchase and or (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such VWAP Purchase-Type B (each such subscription and purchase, a “VWAP Purchase-Type B”), on the applicable Purchase Date therefor, to subscribe for and purchase a specified VWAP Purchase Share Amount, which shall not exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such Purchase Date in accordance with this Agreement. The Company may timely deliver to the Investor a VWAP Purchase Notice for a VWAP Purchase on any Trading Day selected by the Company as the Purchase Date for such VWAP Purchase, so long as (i) the Closing Sale Price of the Common Stock Ordinary Shares on the Trading Day immediately preceding such Purchase Date is not less than the Threshold Price, and (ii) all Shares subject to all prior VWAP Purchases and Intraday VWAP Purchases (as applicable) pursuant to this Agreement have been received by the Investor as DWAC Shares prior to the Company’s delivery to the Investor of such VWAP Purchase Notice for such VWAP Purchase on such Purchase Date. The Investor is obligated to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to subscribe for and purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account whether the VWAP Purchase Percentage to be effected pursuant to such VWAP Purchase Notice is specified by the Company in the applicable VWAP Purchase Notice for such as a VWAP Purchase-Type A or a VWAP Purchase-Type B), such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such VWAP Purchase Notice exceeds such applicable VWAP Purchase Maximum Amount, and the Investor shall have no obligation to subscribe for and purchase, and shall not subscribe for and purchase, such excess Shares pursuant to such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated to subscribe for and purchase the applicable VWAP Purchase Maximum Amount pursuant to such VWAP Purchase. At or prior to 5:30 p.m., New York City time, on the Purchase Date for each VWAP Purchase, the Investor shall provide to the Company, by email correspondence to each of the individual notice recipients of the Company set forth in the applicable VWAP Purchase Notice, a written confirmation for such VWAP Purchase, Purchase setting forth the applicable VWAP Purchase Price per Share to be paid by the Investor for the Shares subscribed for and purchased by the Investor in such VWAP Purchase, and the total aggregate VWAP Purchase Price to be paid by the Investor for the total VWAP Purchase Share Amount subscribed for and purchased by the Investor in such VWAP Purchase. Notwithstanding the foregoing, the Company shall not deliver any VWAP Purchase Notices to the Investor during the PEA Period, any Allowable Grace Period or any MPA Period.

VWAP Purchases. Upon the initial satisfaction or waiver of all of the conditions set forth in set forth in Section 7.2 (6.2, on the “Commencement” and the date of initial satisfaction of all of such conditions, the “Commencement Date”) Date and from time to time thereafter, and on any business day selected by the Company where the Closing Sale Price on the applicable national market, or quotation service is equal to or greater than $5.00, subject to the satisfaction of all of the conditions set forth in Section 7.36.3, in addition to purchases of Shares as described in Section 2.1, the Company shall also have the right, but not the obligation, to direct the Investor, by its timely delivery to the Investor of a VWAP Purchase Notice for a VWAP Purchase (each, a “VWAP Purchase”), specifying in such VWAP Purchase Notice (a) the VWAP Purchase Percentage for such VWAP Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such VWAP Purchase, on the applicable Purchase Date thereforNotice, to purchase a specified the applicable VWAP Purchase Share Amount, which shall not to exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such the applicable VWAP Purchase Date in accordance with this AgreementAgreement (each such purchase, a “VWAP Purchase”); provided, however, that the Investor’s aggregate committed obligation under a VWAP Purchase and all Additional VWAP Purchases shall not exceed $10,000,000 in the aggregate for such VWAP Purchase and all such Additional VWAP Purchases, collectively. The Company may timely deliver VWAP Purchase Notice, in the Form attached hereto as Annex 2.2, to the Investor a VWAP Purchase Notice for a VWAP Purchase on any Trading Day selected by the Company as the Purchase Date for such VWAP Purchase, so long as only (i) the Closing Sale Price of the Common Stock on the a Trading Day immediately preceding such on which the Company also properly submitted a Fixed Purchase Date is Notice providing for a Fixed Purchase of an amount of Shares not less than the Threshold Priceapplicable Fixed Purchase Maximum Amount (calculated as of the applicable Fixed Purchase Date), and (ii) if all Shares subject to all prior Fixed Purchase Notices, VWAP Purchases Purchase Notices, and Intraday Additional VWAP Purchases Purchase Notices (as applicable) pursuant to this Agreement have theretofore been received by the Investor as DWAC Shares prior and (iii) 300% of the number of Shares directed by the Company to be purchased by the Investor pursuant to the Company’s delivery to the Investor of such VWAP corresponding Fixed Purchase Notice for such the corresponding Fixed Purchase have traded since the VWAP Purchase on such Purchase DateCommencement Time. The Investor is obligated to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase)Notice, such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such VWAP Purchase Notice exceeds such applicable VWAP Purchase Maximum Amount, and the Investor shall have no obligation to purchase, and shall not purchase, purchase such excess Shares pursuant to in respect of such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable VWAP Purchase Maximum Amount pursuant to in such VWAP Purchase. Purchase At or prior to 5:30 p.m.9:30 a.m., New York City time, on the Trading Day immediately following the VWAP Purchase Date for each VWAP Purchase, the Investor shall provide to the Company, by email correspondence to each of the individual notice recipients of the Company set forth in the applicable VWAP Purchase Notice, a written confirmation for of such VWAP Purchase, Purchase setting forth the applicable VWAP Purchase Price per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, Amount and the total aggregate VWAP Purchase Price to be paid by the Investor for the total such VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase. Notwithstanding the foregoing(each, the Company shall not deliver any a “VWAP Purchase Notices to the Investor during the PEA Period, any Allowable Grace Period or any MPA PeriodConfirmation”).

VWAP Purchases. Upon Subject to the initial satisfaction terms and conditions of all this Agreement, in addition to purchases of the conditions set forth Purchase Shares as described in Section 7.2 (the “Commencement” and the date of initial satisfaction of all of such conditions1(b) above, the “Commencement Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.3with one Business Day’s prior written notice, the Company shall also have the right, right but not the obligation, obligation to direct the Investor, Buyer by its timely the Company’s delivery to the Investor Buyer of a VWAP Purchase Notice for a from time to time, and the Buyer thereupon shall have the obligation, to buy the VWAP Purchase Share Percentage of the trading volume of the Common Stock on the VWAP Purchase Date up to the VWAP Purchase Share Volume Maximum on the VWAP Purchase Date (eacheach such purchase, a “VWAP Purchase”), specifying in such ) at the VWAP Purchase Price. The Company may deliver a VWAP Purchase Notice to the Buyer on or before 5:00 p.m. Eastern time on a date on which the Company also submitted a Purchase Notice for a Regular Purchase of at least 50,000 Purchase Shares to the Buyer. The share amount in the prior sentence shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split, or other similar transaction. A VWAP Purchase shall automatically be deemed completed at such time on the VWAP Purchase Date that the Sale Price falls below the VWAP Minimum Price Threshold; in such circumstance, the VWAP Purchase Amount shall be calculated using (ai) the VWAP Purchase Share Percentage of the aggregate shares traded on the Principal Market for such portion of the VWAP Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such VWAP Purchase, on the applicable Purchase Date therefor, to purchase a specified VWAP Purchase Share Amount, which shall not exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such Purchase Date in accordance with this Agreement. The Company may timely deliver prior to the Investor a VWAP Purchase Notice for a VWAP Purchase on any Trading Day selected by time that the Company as the Purchase Date for such VWAP Purchase, so long as (i) the Closing Sale Price of fell below the Common Stock on the Trading Day immediately preceding such Purchase Date is not less than the VWAP Minimum Price Threshold Price, and (ii) all Shares subject a VWAP Purchase Price calculated using the volume weighted average price of Common Stock sold during such portion of the VWAP Purchase Date prior to all prior the time that the Sale Price fell below the VWAP Purchases and Intraday Minimum Price Threshold. Each VWAP Purchases (as applicable) pursuant to this Agreement have been received Purchase Notice must be accompanied by the Investor as DWAC Shares prior instructions to the Company’s delivery Transfer Agent to immediately issue to the Investor Buyer an amount of such VWAP Purchase Notice for such VWAP Purchase on such Purchase Date. The Investor is obligated Common Stock equal to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase), such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such Estimate, a good faith estimate by the Company of the number of Purchase Shares that the Buyer shall have the obligation to buy pursuant to the VWAP Purchase Notice Notice. In no event shall the Buyer, pursuant to any VWAP Purchase, purchase a number of Purchase Shares that exceeds such applicable the VWAP Purchase Maximum Amount, and Share Estimate issued on the Investor shall have no obligation to purchase, and shall not purchase, such excess Shares pursuant to VWAP Purchase Date in connection with such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated Buyer will immediately return to purchase the applicable Company any amount of Common Stock issued pursuant to the VWAP Purchase Maximum Amount pursuant to Share Estimate that exceeds the number of Purchase Shares the Buyer actually purchases in connection with such VWAP Purchase. At or prior to 5:30 p.m., New York City time, on the Purchase Date for Upon completion of each VWAP PurchasePurchase Date, the Investor Buyer shall provide submit to the Company a confirmation of the VWAP Purchase in form and substance reasonably acceptable to the Company, by email correspondence to each of the individual notice recipients of the . The Company set forth in the applicable VWAP Purchase Notice, a written confirmation for such VWAP Purchase, setting forth the applicable VWAP Purchase Price per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, and the total aggregate VWAP Purchase Price to be paid by the Investor for the total VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase. Notwithstanding the foregoing, the Company shall not may deliver any additional VWAP Purchase Notices to the Investor during Buyer from time to time so long as the PEA Period, any Allowable Grace Period or any MPA Period.most recent purchase has been completed. (d)

VWAP Purchases. Upon Subject to the initial satisfaction terms and conditions of all this Agreement, in addition to purchases of the conditions set forth Purchase Shares as described in Section 7.2 (the “Commencement” and the date of initial satisfaction of all of such conditions1(b) above, the “Commencement Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.3with one Business Day’s prior written notice, the Company shall also have the right, right but not the obligation, obligation to direct the Investor, Buyer by its timely the Company’s delivery to the Investor Buyer of a VWAP Purchase Notice for a from time to time, and the Buyer thereupon shall have the obligation, to buy the VWAP Purchase Share Percentage of the trading volume of the Common Stock on the VWAP Purchase Date up to the VWAP Purchase Share Volume Maximum on the VWAP Purchase Date (eacheach such purchase, a “VWAP Purchase”), specifying in such VWAP Purchase Notice (a) at the VWAP Purchase Percentage for such VWAP Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such VWAP Purchase, on the applicable Purchase Date therefor, to purchase a specified VWAP Purchase Share Amount, which shall not exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such Purchase Date in accordance with this AgreementPrice. The Company may timely deliver to the Investor a VWAP Purchase Notice to the Buyer on or before 5:00 p.m. Eastern time on a date on which (i) the Company also submitted a Purchase Notice for a VWAP Regular Purchase on any Trading Day selected by of at least 100,000 Purchase Shares to the Company as the Purchase Date for such VWAP Purchase, so long as Buyer and (iii) the Closing Sale Price is higher than $0.50. The share amount in the prior sentence shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split, or other similar transaction. A VWAP Purchase shall automatically be deemed completed at such time on the VWAP Purchase Date that the Sale Price falls below the VWAP Minimum Price Threshold; in such circumstance, the VWAP Purchase Amount shall be calculated using (i) the VWAP Purchase Share Percentage of the Common Stock aggregate shares traded on the Trading Day immediately preceding Principal Market for such portion of the VWAP Purchase Date is not less than prior to the time that the Sale Price fell below the VWAP Minimum Price Threshold Price, and (ii) all Shares subject a VWAP Purchase Price calculated using the volume weighted average price of Common Stock sold during such portion of the VWAP Purchase Date prior to all prior the time that the Sale Price fell below the VWAP Purchases and Intraday Minimum Price Threshold. Each VWAP Purchases (as applicable) pursuant to this Agreement have been received Purchase Notice must be accompanied by the Investor as DWAC Shares prior instructions to the Company’s delivery Transfer Agent to immediately issue to the Investor Buyer an amount of such VWAP Purchase Notice for such VWAP Purchase on such Purchase Date. The Investor is obligated Common Stock equal to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase), such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such Estimate, a good faith estimate by the Company of the number of Purchase Shares that the Buyer shall have the obligation to buy pursuant to the VWAP Purchase Notice Notice. In no event shall the Buyer, pursuant to any VWAP Purchase, purchase a number of Purchase Shares that exceeds such applicable the VWAP Purchase Maximum Amount, and Share Estimate issued on the Investor shall have no obligation to purchase, and shall not purchase, such excess Shares pursuant to VWAP Purchase Date in connection with such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated Buyer will immediately return to purchase the applicable Company any amount of Common Stock issued pursuant to the VWAP Purchase Maximum Amount pursuant to Share Estimate that exceeds the number of Purchase Shares the Buyer actually purchases in connection with such VWAP Purchase. At or prior to 5:30 p.m., New York City time, on the Purchase Date for Upon completion of each VWAP PurchasePurchase Date, the Investor Buyer shall provide submit to the Company a confirmation of the VWAP Purchase in form and substance reasonably acceptable to the Company, by email correspondence to each of the individual notice recipients of the . The Company set forth in the applicable VWAP Purchase Notice, a written confirmation for such VWAP Purchase, setting forth the applicable VWAP Purchase Price per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, and the total aggregate VWAP Purchase Price to be paid by the Investor for the total VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase. Notwithstanding the foregoing, the Company shall not may deliver any additional VWAP Purchase Notices to the Investor during Buyer from time to time so long as the PEA Period, any Allowable Grace Period or any MPA Periodmost recent purchase has been completed.

VWAP Purchases. Upon the initial satisfaction of all of the conditions set forth in Section 7.2 (the “Commencement” and the date of initial satisfaction of all of such conditions, the “Commencement Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.3, the Company shall have the right, but not the obligation, to direct the Investor, by its timely delivery to the Investor of a VWAP Purchase Notice for a VWAP Purchase (eachprior to 6:00 a.m., a “VWAP Purchase”), specifying in such VWAP Purchase Notice (a) the VWAP Purchase Percentage for such VWAP Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such VWAP PurchaseNew York City time, on the applicable Purchase Date therefor, to purchase a specified VWAP Purchase Share Amount, which shall not exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such Purchase Date in accordance with this AgreementAgreement (each such purchase, a “VWAP Purchase”). The Company may timely deliver to the Investor a VWAP Purchase Notice for a VWAP Purchase on any Trading Day selected by the Company as the Purchase Date for such VWAP Purchase, so long as (i) the Closing Sale Price of the Common Stock Ordinary Shares on the Trading Day immediately preceding such Purchase Date is not less than the Threshold Price, and (ii) all Shares subject to all prior VWAP Purchases and Intraday VWAP Purchases (as applicable) pursuant to this Agreement have been received by the Investor as DWAC Shares prior to the Company’s delivery to the Investor of such VWAP Purchase Notice for such VWAP Purchase on such Purchase Date. The Investor is obligated to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase)Notice, such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such VWAP Purchase Notice exceeds such applicable VWAP Purchase Maximum Amount, and the Investor shall have no obligation to purchase, and shall not purchase, such excess Shares pursuant to such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable VWAP Purchase Maximum Amount pursuant to such VWAP Purchase. At or prior to 5:30 p.m., New York City time, on the Purchase Date for each VWAP Purchase, the Investor shall provide to the Company, by email correspondence to each of the individual notice recipients of the Company set forth in the applicable VWAP Purchase Notice, a written confirmation for such VWAP PurchasePurchase (each, a “VWAP Purchase Confirmation”), setting forth (A) the applicable VWAP Purchase Price per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, and (B) the total aggregate VWAP Purchase Price to be paid by the Investor for the total VWAP Purchase Share Amount purchased by the Investor in such VWAP PurchasePurchase in accordance with Section 3.3(d) below, (C) confirmation that the Investor has subscribed for the total number of Shares constituting such VWAP Purchase Share Amount as set forth in Section 3.3(b) of this Agreement and (D) confirmation that same-day funds in an amount equal to (1) the Issue Price, multiplied by (2) the total number of Shares constituting such VWAP Purchase Share Amount, have been deposited by the Investor in the Capital Increase Account and held for the benefit and account of the Company to enable the Company to effect the issuance and delivery of such Shares as DWAC Shares on the applicable Purchase Share Delivery Date therefor and the payment of the total aggregate VWAP Purchase Price for such Shares by the Investor in accordance with Section 3.3(a) the total amount of such deposit corresponding to the total aggregate nominal value for all of such Shares constituting each VWAP Purchase Share Amount purchased by the Investor on such Purchase Date. Notwithstanding the foregoing, the Company shall not deliver any VWAP Purchase Notices to the Investor during the PEA Period, any Allowable Grace Period or any MPA Period.

VWAP Purchases. Upon Commencing upon the initial satisfaction of all of the conditions set forth in Section 7.2 6.2 (the “Commencement” and the date of initial satisfaction of all of such conditions, the “Commencement Date”) and ), from time to time thereafteron any business day selected by the Company where the Closing Sale Price of the Common Stock is equal to or greater than $0.10, and subject to the satisfaction of all of the conditions set forth in Section 7.36.3, the Company shall have the right, but not the obligation, to direct the Investor, by its timely delivery to the Investor of a VWAP Purchase Notice for a VWAP Purchase (each, a “VWAP Purchase”), specifying in such VWAP Purchase Notice (a) the VWAP Purchase Percentage for such VWAP Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such VWAP Purchase, on the applicable Purchase Date thereforNotice, to purchase a specified the applicable VWAP Purchase Share Amount, which shall not to exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such the applicable VWAP Purchase Date in accordance with this AgreementAgreement (each such purchase, a “VWAP Purchase”). The Company may timely deliver to the Investor a VWAP Purchase Notice for a VWAP Purchase on any Trading Day selected by to the Company as the Purchase Date for such VWAP Purchase, so long as (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding such Purchase Date is not less than the Threshold Price, and (ii) Investor only if all Shares subject to all prior VWAP Purchases and Intraday VWAP Purchases (as applicable) pursuant to this Agreement Purchase Notices have theretofore been received by the Investor as DWAC Shares prior Shares, such that they have been credited to the CompanyInvestor’s delivery to the Investor of such VWAP Purchase Notice for such VWAP Purchase on such Purchase Dateor its designee’s specified Deposit/Withdrawal at Custodian (“DWAC”) account with DTC under its Fast Automated Securities Transfer (FAST) Program. The Investor is obligated to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase)Notice, such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such VWAP Purchase Notice exceeds such applicable VWAP Purchase Maximum Amount, and the Investor shall have no obligation to purchase, and shall not purchase, purchase such excess Shares pursuant to in respect of such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated to purchase a VWAP Purchase Share Amount equal to the applicable VWAP Purchase Maximum Amount pursuant to for such VWAP Purchase. At The VWAP Purchase Notice must be delivered to the Investor at or prior to 5:30 6:00 p.m., New York City time, on the VWAP Purchase Date for each such VWAP Purchase. At or prior to 9:30 p.m., New York City time, on the VWAP Purchase Date for such VWAP Purchase, the Investor shall provide to the Company, by email correspondence to each of the individual notice recipients of the Company set forth in the applicable VWAP Purchase Notice, a written confirmation for of such VWAP Purchase, Purchase setting forth the applicable VWAP Purchase Price per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, Amount and the total aggregate VWAP Purchase Price to be paid by the Investor for the total such VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase. Notwithstanding the foregoing(each, the Company shall not deliver any a “VWAP Purchase Notices to the Investor during the PEA Period, any Allowable Grace Period or any MPA PeriodConfirmation”).

VWAP Purchases. Upon the initial satisfaction of all of the conditions set forth in Section 7.2 (the “Commencement” and the date of initial satisfaction of all of such conditions, the “Commencement Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.37.3 and in this Section 3.1, the Company shall have the right, but not the obligation, to direct the Investor, by its timely delivery to the Investor of a VWAP Purchase Notice for on a VWAP Purchase (each, a “VWAP Purchase”), specifying in such VWAP Purchase Notice (a) the VWAP Purchase Percentage for such VWAP Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply Exercise Date to such VWAP Purchase, on purchase the applicable Purchase Date therefor, to purchase a specified VWAP Purchase Share Amount, which shall not to exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such Purchase Date in accordance with this AgreementAgreement (each such purchase, a “VWAP Purchase”). The Company may timely deliver to the Investor a VWAP Purchase Notice for to the Investor on a VWAP Purchase Exercise Date, provided that (i) the Company may not deliver more than one VWAP Purchase Notice to the Investor on any single Trading Day, (ii) the Company may not deliver a VWAP Purchase Notice to the Investor on any Trading Day selected during the period commencing on the VWAP Purchase Exercise Date on which a prior VWAP Purchase Notice has previously been delivered by the Company as to the Investor hereunder, and ending on the applicable VWAP Purchase Settlement Date for or such VWAP Purchase, so long as (i) later Trading Day on which the Closing Sale Price Investor shall have received all of the Common Stock on the Trading Day immediately preceding Shares subject to such prior VWAP Purchase Date is not less than the Threshold PriceNotice as DWAC Shares, and (iiiii) all Shares subject to all prior VWAP Purchases and Intraday VWAP Purchases (as applicable) pursuant Purchase Notices previously delivered by the Company to this Agreement the Investor have in fact been received by the Investor as DWAC Shares prior to the Company’s delivery to the Investor of such VWAP Purchase Notice for to the Investor on such VWAP Purchase on such Purchase Exercise Date. The Investor is obligated to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase)Amount, such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such VWAP Purchase Notice exceeds such applicable VWAP Purchase Maximum Amount, and the Investor shall have no obligation to purchase, and shall not purchase, purchase such excess Shares pursuant to in respect of such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable VWAP Purchase Maximum Amount pursuant to in such VWAP Purchase. At or prior to 5:30 7:00 p.m., New York City time, on the last Trading Day of the applicable VWAP Purchase Date Valuation Period for each VWAP Purchase, the Investor shall provide to the Company, by email correspondence to each of the individual notice recipients of the Company set forth in the applicable VWAP Purchase Notice, a written confirmation for such VWAP PurchasePurchase (each, a “VWAP Purchase Confirmation”) setting forth the applicable VWAP Purchase Price per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, and the total aggregate VWAP Purchase Price to be paid by the Investor for the total VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase. Notwithstanding the foregoing, the Company shall not deliver any VWAP Purchase Notices to the Investor during the PEA Period, any Allowable Grace Period or any MPA Period.

VWAP Purchases. Upon Subject to the initial satisfaction terms and conditions of all this Agreement, in addition to purchases of the conditions set forth Purchase Shares as described in Section 7.2 1(b) above, with one Business Day’s prior written notice (as long as such notice is delivered on or before 5:00 p.m. Eastern time on the “Commencement” and Business Day immediately preceding the date of initial satisfaction of all of such conditions, the “Commencement VWAP Purchase Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.3), the Company shall also have the right, right but not the obligation, obligation to direct Buyer by the Investor, by its timely Company’s delivery to the Investor Buyer of a VWAP Purchase Notice for a from time to time, and Buyer thereupon shall have the obligation, to buy the VWAP Purchase Share Percentage of the trading volume of the Common Stock on the VWAP Purchase Date up to the VWAP Purchase Share Volume Maximum on the VWAP Purchase Date (eacheach such purchase, a “VWAP Purchase”), specifying in such VWAP Purchase Notice (a) at the VWAP Purchase Percentage for such VWAP Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such VWAP Purchase, on the applicable Purchase Date therefor, to purchase a specified VWAP Purchase Share Amount, which shall not exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such Purchase Date in accordance with this AgreementPrice. The Company may timely deliver to the Investor a VWAP Purchase Notice to the Buyer on or before 5:00 p.m. Eastern time on a date on which (i) the Company also submitted a Purchase Notice for a VWAP Regular Purchase on any Trading Day selected by of at least 100,000 Purchase Shares to the Company as the Purchase Date for such VWAP Purchase, so long as Buyer and (iii) the Closing Sale Price is higher than $2.00. A VWAP Purchase shall automatically be deemed completed at such time on the VWAP Purchase Date that the Sale Price falls below the VWAP Minimum Price Threshold; in such circumstance, the VWAP Purchase Amount shall be calculated using (i) the VWAP Purchase Share Percentage of the Common Stock aggregate shares traded on the Trading Day immediately preceding Principal Market for such portion of the VWAP Purchase Date is not less than prior to the time that the Sale Price fell below the VWAP Minimum Price Threshold Price, and (ii) all Shares subject a VWAP Purchase Price calculated using the volume weighted average price of Common Stock sold during such portion of the VWAP Purchase Date prior to all prior the time that the Sale Price fell below the VWAP Purchases and Intraday Minimum Price Threshold. Each VWAP Purchases (as applicable) pursuant to this Agreement have been received Purchase Notice must be accompanied by the Investor as DWAC Shares prior instructions to the Company’s delivery Transfer Agent to immediately issue to the Investor Buyer an amount of such VWAP Purchase Notice for such VWAP Purchase on such Purchase Date. The Investor is obligated Common Stock equal to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase), such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such Estimate, a good faith estimate by the Company of the number of Purchase Shares that the Buyer shall have the obligation to buy pursuant to the VWAP Purchase Notice Notice. In no event shall the Buyer, pursuant to any VWAP Purchase, purchase a number of Purchase Shares that exceeds such applicable the VWAP Purchase Maximum Amount, and Share Estimate issued on the Investor shall have no obligation to purchase, and shall not purchase, such excess Shares pursuant to VWAP Purchase Date in connection with such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated Buyer will immediately return to purchase the applicable Company any amount of Common Stock issued pursuant to the VWAP Purchase Maximum Amount pursuant to Share Estimate that exceeds the number of Purchase Shares the Buyer actually purchases in connection with such VWAP Purchase. At or prior to 5:30 p.m., New York City time, on the Purchase Date for Upon completion of each VWAP PurchasePurchase Date, the Investor Buyer shall provide submit to the Company a confirmation of the VWAP Purchase in form and substance reasonably acceptable to the Company, by email correspondence to each of the individual notice recipients of the . The Company set forth in the applicable VWAP Purchase Notice, a written confirmation for such VWAP Purchase, setting forth the applicable VWAP Purchase Price per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, and the total aggregate VWAP Purchase Price to be paid by the Investor for the total VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase. Notwithstanding the foregoing, the Company shall not may deliver any additional VWAP Purchase Notices to the Investor during Buyer from time to time so long as the PEA Periodmost recent purchase has been completed. The Company may, by written notice to the Buyer, in its sole discretion at any Allowable Grace Period or any MPA Periodtime after the date of this Agreement, irrevocably terminate this Section 1(c) and its right to direct the Buyer to make VWAP Purchases.

VWAP Purchases. Upon Subject to the initial satisfaction terms and conditions of all this Agreement, in addition to purchases of the conditions set forth Purchase Shares as described in Section 7.2 1(b) above, with one Business Day’s prior written notice (as long as such notice is delivered on or before 5:00 p.m. Eastern time on the “Commencement” and Business Day immediately preceding the date of initial satisfaction of all of such conditions, the “Commencement VWAP Purchase Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.3), the Company shall also have the right, right but not the obligation, obligation to direct the Investor, Buyer by its timely the Company’s delivery to the Investor Buyer of a VWAP Purchase Notice for a from time to time, and the Buyer thereupon shall have the obligation, to buy the VWAP Purchase Share Percentage of the trading volume of the Common Stock on the VWAP Purchase Date up to the VWAP Purchase Share Volume Maximum on the VWAP Purchase Date (eacheach such purchase, a “VWAP Purchase”), specifying in such VWAP Purchase Notice (a) at the VWAP Purchase Percentage for such VWAP Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such VWAP Purchase, on the applicable Purchase Date therefor, to purchase a specified VWAP Purchase Share Amount, which shall not exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such Purchase Date in accordance with this AgreementPrice. The Company may timely deliver to the Investor a VWAP Purchase Notice to the Buyer on or before 5:00 p.m. Eastern time on a date on which (i) the Company also submitted a Purchase Notice for a VWAP Regular Purchase on any Trading Day selected by of at least 100,000 Purchase Shares to the Company as the Purchase Date for such VWAP Purchase, so long as Buyer and (iii) the Closing Sale Price is higher than the Floor Price. A VWAP Purchase shall automatically be deemed completed at such time on the VWAP Purchase Date that the Sale Price falls below the VWAP Minimum Price Threshold; in such circumstance, the VWAP Purchase Amount shall be calculated using (i) the VWAP Purchase Share Percentage of the Common Stock aggregate shares traded on the Trading Day immediately preceding Principal Market for such portion of the VWAP Purchase Date is not less than prior to the time that the Sale Price fell below the VWAP Minimum Price Threshold Price, and (ii) all a VWAP Purchase Price calculated using the volume weighted average price of Common Stock sold during such portion of the VWAP Purchase Date prior to the time that the Sale Price fell below the VWAP Minimum Price Threshold. Each VWAP Purchase Notice must be accompanied by the VWAP Purchase Share Estimate, a good faith estimate by the Company of the number of Purchase Shares subject that the Buyer shall have the obligation to all prior VWAP Purchases and Intraday VWAP Purchases (as applicable) buy pursuant to this Agreement have been received the VWAP Purchase Notice. In no event shall the Buyer, pursuant to any VWAP Purchase, purchase a number of Purchase Shares that exceeds 300,000 Purchase Shares in connection with such VWAP Purchase Notice. Upon completion of each VWAP Purchase Date, the Buyer shall submit to the Company a confirmation of the VWAP Purchase in form and substance reasonably acceptable to the Company. Immediately upon the determination of the VWAP Purchase Amount, and upon receipt of the VWAP Purchase Amount by the Investor as DWAC Shares prior Company, the Company will issue instructions to the Company’s delivery Transfer Agent to immediately issue to the Investor Buyer that number of such VWAP Purchase Notice for such VWAP Purchase on such Purchase Date. The Investor is obligated Shares equal to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account the VWAP Purchase Percentage specified Amount divided by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase), such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such VWAP Purchase Notice exceeds such applicable VWAP Purchase Maximum Amount, and the Investor shall have no obligation to purchase, and shall not purchase, such excess Shares pursuant to such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable VWAP Purchase Maximum Amount pursuant to such VWAP PurchasePrice. At or prior to 5:30 p.m., New York City time, on the Purchase Date for each VWAP Purchase, the Investor shall provide to the Company, by email correspondence to each of the individual notice recipients of the The Company set forth in the applicable VWAP Purchase Notice, a written confirmation for such VWAP Purchase, setting forth the applicable VWAP Purchase Price per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, and the total aggregate VWAP Purchase Price to be paid by the Investor for the total VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase. Notwithstanding the foregoing, the Company shall not may deliver any additional VWAP Purchase Notices to the Investor during Buyer from time to time so long as the PEA Period, any Allowable Grace Period or any MPA Periodmost recent purchase has been completed.

VWAP Purchases. Upon the initial satisfaction of all of the conditions set forth in Section 7.2 (the “Commencement” and the date of initial satisfaction of all of such conditions, the “Commencement Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.37.3 and in this Section 3.1, the Company shall have the right, but not the obligation, to direct the Investor, by its timely delivery to the Investor of a VWAP Purchase Notice for Notice, substantially in the form attached as Exhibit B hereto, on a VWAP Purchase (eachExercise Date, a “VWAP Purchase”)to purchase and subscribe for, specifying in such VWAP Purchase Notice (a) as the case may be, the VWAP Purchase Percentage for such VWAP Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply Share Amount set forth by the Company therein, not to such VWAP Purchase, on the applicable Purchase Date therefor, to purchase a specified VWAP Purchase Share Amount, which shall not exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such Purchase Date in accordance with this Agreement. The Company may timely deliver to the Investor a VWAP Purchase Notice for a VWAP Purchase on any Trading Day selected by the Company as the Purchase Date for such VWAP Purchase, so long as (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding such Purchase Date is not less than the Threshold Price, and (ii) all Shares subject to all prior VWAP Purchases and Intraday VWAP Purchases (as applicable) pursuant to this Agreement have been received by the Investor as DWAC Shares prior to the Company’s delivery to the Investor of such VWAP Purchase Notice for such VWAP Purchase on such Purchase Date. The Investor is obligated to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account the VWAP Purchase Percentage specified by the Company confirmed in the applicable VWAP Purchase Notice for Confirmation) in accordance with this Agreement (each such purchase, a “VWAP Purchase”), such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such VWAP Purchase Notice exceeds such applicable VWAP Purchase Maximum Amount, and the Investor shall have no obligation to purchase, and shall not purchase, such excess Shares pursuant to such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable VWAP Purchase Maximum Amount pursuant to such VWAP Purchase. At or prior to 5:30 7:00 p.m., New York City time, on the second (2nd) Trading Day immediately following the applicable VWAP Purchase Exercise Date for each VWAP PurchasePurchase hereunder, the Investor shall provide to the Company, by email correspondence to each of the individual notice recipients of the Company set forth in the applicable VWAP Purchase Notice, a written confirmation for such VWAP Purchase, Purchase setting forth the applicable VWAP Purchase Share Amount and the applicable VWAP Purchase Price (both on a per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, basis and the total aggregate VWAP Purchase Price to be paid by the Investor for the total such applicable VWAP Purchase Share Amount purchased Amount) with respect to such VWAP Purchase (each, a “VWAP Purchase Confirmation”), provided, that, in the event the applicable VWAP Purchase Confirmation is due on an Exempt Day, such VWAP Purchase Confirmation shall be sent by the Investor in such VWAP Purchasepromptly on the following Trading Day that is not an Exempt Day. Notwithstanding During the foregoingInvestment Period, the Company shall not may deliver any a VWAP Purchase Notices Notice to the Investor on any Trading Day selected by the Company as the VWAP Purchase Exercise Date for a VWAP Purchase, provided, that (i) the Company may not deliver a VWAP Purchase Notice if the Closing Sale Price of the Ordinary Shares on the Trading Day prior to the applicable VWAP Purchase Exercise Date is less than the Minimum Price, (ii) the Company may not deliver more than one VWAP Purchase Notice to the Investor on any single Trading Day, (iii) the Company may not deliver a VWAP Purchase Notice to the Investor on any Trading Day during the PEA Periodperiod commencing on the VWAP Purchase Exercise Date on which a prior VWAP Purchase Notice has previously been delivered by the Company to the Investor hereunder, any Allowable Grace Period or any MPA Period.and ending on the applicable VWAP Purchase Settlement Date (as defined below) (the “Quiet

VWAP Purchases. Upon the initial satisfaction of all of the conditions set forth in Section 7.2 (the “Commencement” and the date of initial satisfaction of all of such conditions, the “Commencement Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.37.3 and in this Section 3.1, the Company shall have the right, but not the obligation, to direct the Investor, by its timely delivery to the Investor of a VWAP Purchase Notice for on a VWAP Purchase (each, a “VWAP Purchase”), specifying in such VWAP Purchase Notice (a) Exercise Date to purchase the VWAP Purchase Percentage for such VWAP Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply Share Amount set forth by the Company therein, not to such VWAP Purchase, on the applicable Purchase Date therefor, to purchase a specified VWAP Purchase Share Amount, which shall not exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such (as confirmed in the applicable VWAP Purchase Date Confirmation) in accordance with this AgreementAgreement (each such purchase, a “VWAP Purchase”). The Company may timely deliver to the Investor a VWAP Purchase Notice for a VWAP Purchase to the Investor on any Trading Day selected by the Company as the VWAP Purchase Exercise Date for such a VWAP Purchase, so long as provided that (i) the Company may not deliver more than one VWAP Purchase Notice to the Investor on any single Trading Day, (ii) at least three (3) Trading Days has elapsed since the Trading Day on which most recent prior VWAP Purchase Notice was delivered by the Company to the Investor pursuant to and in accordance with this Agreement, (iii) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding such VWAP Purchase Exercise Date is not less than the Threshold Price, and (iiiv) all Shares subject to all prior VWAP Purchases and Intraday Purchase Notices for VWAP Purchases that have been properly delivered by the Company to the Investor under this Agreement (as applicable) pursuant to this Agreement have theretofore been received by the Investor or its Broker-Dealer as DWAC Shares Shares, prior to the Company’s delivery to the Investor of such VWAP Purchase Notice for to the Investor on such VWAP Purchase on such Purchase Exercise Date. The Investor is obligated to accept each VWAP Purchase Notice prepared and timely delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase)Notice, such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such VWAP Purchase Notice exceeds such applicable VWAP Purchase Maximum Amount, and the Investor shall have no obligation to purchase, and shall not purchase, such excess Shares pursuant to such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable VWAP Purchase Maximum Amount pursuant to such VWAP PurchasePurchase Notice. At or prior to 5:30 p.m.9:30 a.m., New York City time, on the Trading Day immediately following the VWAP Purchase Date Valuation Period for each VWAP PurchasePurchase (each, a “VWAP Purchase Settlement Date”), the Investor shall provide to the Company, by email correspondence to each of the individual notice recipients of the Company set forth in the applicable VWAP Purchase Notice, a written confirmation for such VWAP Purchase, Purchase setting forth the applicable VWAP Purchase Share Amount and the applicable VWAP Purchase Price (both on a per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, basis and the total aggregate VWAP Purchase Price to be paid by the Investor for the total such applicable VWAP Purchase Share Amount purchased by the Investor in Amount) with respect to such VWAP PurchasePurchase (each, a “VWAP Purchase Confirmation”). Notwithstanding the foregoing, the Company shall not deliver any VWAP Purchase Notices to the Investor during the PEA Period, Period or during any Allowable Grace Period or any MPA Period.

VWAP Purchases. Upon the initial satisfaction of all of the conditions set forth in Section 7.2 7.1 (the “Commencement” and the date of initial satisfaction of all of such conditions, the “Commencement Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.37.2, the Company shall have the right, but not the obligation, to direct the Investor, by its timely delivery to the Investor of a VWAP Purchase Notice for Notice, after 6:00 a.m., New York City time, but prior to 9:00 a.m., New York City time, on a VWAP Purchase (each, a “VWAP Purchase”), specifying in such VWAP Purchase Notice (a) the VWAP Purchase Percentage for such VWAP Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such VWAP Purchase, on the applicable Purchase Date thereforDate, to purchase a specified the applicable VWAP Purchase Share Amount, which shall not to exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such VWAP Purchase Date in accordance with this AgreementAgreement (each such purchase, a “VWAP Purchase”). The Company may timely deliver to the Investor a VWAP Purchase Notice for a VWAP Purchase on any to the Investor as often as every Trading Day selected by the Company as the Purchase Date for such VWAP PurchaseDay, so long as (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding such Purchase Date is not less than the Threshold Price, and (ii) all Shares subject to all prior VWAP Purchases and Intraday VWAP Purchases (as applicable) pursuant theretofore required to this Agreement have been received by the Investor as DWAC Shares prior to the Company’s delivery under this Agreement have been delivered to the Investor of such VWAP Purchase Notice for such VWAP Purchase on such Purchase Dateas DWAC Shares in accordance with this Agreement. The Investor is obligated to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase)Amount, such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such VWAP Purchase Notice exceeds such applicable VWAP Purchase Maximum Amount, and the Investor shall have no obligation to purchase, and shall not purchase, such excess Excess Shares pursuant to such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable VWAP Purchase Maximum Amount pursuant to such VWAP Purchase. Each VWAP Purchase Notice must include a VWAP Purchase Share Estimate. Each VWAP Purchase Notice must be accompanied by irrevocable instructions to the Company’s Transfer agent to immediately issue and deliver to the Investor an amount of Common Stock equal to the VWAP Purchase Share Estimate. In no event shall the Investor, pursuant to any VWAP Purchase, purchase (or be deemed to have purchased) a number of Shares constituting the applicable VWAP Purchase Share Amount that exceeds the VWAP Purchase Share Estimate issued on the VWAP Purchase Date in connection with such VWAP Purchase Notice; however, the Investor will promptly instruct the Transfer agent to return to the Company any amount of Common Stock issued pursuant to the VWAP Purchase Share Estimate that exceeds the number of Shares constituting the applicable VWAP Purchase Share Amount the Investor actually purchases in connection with such VWAP Purchase (such amount, the “Excess Shares”). Alternatively, if the transfer agent does not return the Excess Shares to the Company on the VWAP Purchase Date in accordance with the Investor’s instructions, or if otherwise instructed in writing by the Company, the Investor may retain such Excess Shares (provided that the Investor will not be deemed to have purchased such Excess Shares, and such Excess Shares shall be deemed to be treasury shares of the Company), and such Excess Shares will be deemed pre-delivered Shares that will reduce the number of Shares required to be delivered by the Company in accordance with this section on the next VWAP Purchase Date in connection with the next VWAP Purchase Notice; provided, however, that the Company shall have the right, upon delivery of written notice to the Investor at any time, to request that the Investor return all or a portion of such Excess Shares to the Company. At or prior to 5:30 7:00 p.m., New York City time, on the VWAP Purchase Date for each VWAP Purchase, the Investor shall provide to the Company, by email correspondence to each of the individual notice recipients of the Company set forth in the applicable VWAP Purchase Notice, a written confirmation for such VWAP Purchase, Purchase setting forth the applicable VWAP Purchase Price per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, and the total aggregate VWAP Purchase Price to be paid by the Investor for the total VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase. Notwithstanding the foregoing, the Company shall not deliver any VWAP Purchase Notices to the Investor during the PEA Period, any Allowable Grace Period or any MPA Post-Effective Amendment Period.

VWAP Purchases. Upon the initial satisfaction of all of the conditions set forth in Section 7.2 (the “Commencement” and the date of initial satisfaction of all of such conditions, the “Commencement Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.3, the Company shall have the right, but not the obligation, to direct the Investor, by its timely delivery to the Investor of a VWAP Purchase Notice for a VWAP Purchase (each, a “VWAP Purchase”), specifying in such VWAP Purchase Notice (a) the VWAP Purchase Percentage for such VWAP Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such VWAP Purchase, on the applicable Purchase Date therefor, to purchase a specified VWAP Purchase Share Amount, which shall not exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such Purchase Date in accordance with this Agreement. The Company may timely deliver to the Investor a VWAP Purchase Notice for a VWAP Purchase on any Trading Day selected by the Company as the Purchase Date for such VWAP Purchase, so long as (i) the Closing Sale Price of the Common Stock Ordinary Shares on the Trading Day immediately preceding such Purchase Date is not less than the Threshold Price, and (ii) all Shares subject to all prior VWAP Purchases and Intraday VWAP Purchases (as applicable) pursuant to this Agreement have been received by the Investor as DWAC Shares prior to the Company’s delivery to the Investor of such VWAP Purchase Notice for such VWAP Purchase on such Purchase Date. The Investor is obligated to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the applicable conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase), such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such VWAP Purchase Notice exceeds such applicable VWAP Purchase Maximum Amount, and the Investor shall have no obligation to purchase, and shall not purchase, such excess Shares pursuant to such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable VWAP Purchase Maximum Amount pursuant to such VWAP Purchase. At or prior to 5:30 p.m., New York City time, on the Purchase Date for each VWAP Purchase, the Investor shall provide to the Company, by email correspondence to each of the individual notice recipients of the Company set forth in the applicable VWAP Purchase Notice, a written confirmation for such VWAP Purchase, setting forth the applicable VWAP Purchase Price per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, and the total aggregate VWAP Purchase Price to be paid by the Investor for the total VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase. Notwithstanding the foregoing, the Company shall not deliver any VWAP Purchase Notices to the Investor during the PEA Period, any Allowable Grace Period or any MPA Period.

VWAP Purchases. Upon Subject to the initial satisfaction terms and conditions of all this Agreement, in addition to purchases of the conditions set forth Purchase Shares as described in Section 7.2 1(b) above, with one Business Day’s prior written notice (as long as such notice is delivered on or before 5:00 p.m. Eastern time on the “Commencement” and Business Day immediately preceding the date of initial satisfaction of all of such conditions, the “Commencement VWAP Purchase Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.3), the Company shall also have the right, right but not the obligation, obligation to direct Buyer by the Investor, by its timely Company’s delivery to the Investor Buyer of a VWAP Purchase Notice for a from time to time, and Buyer thereupon shall have the obligation, to buy the VWAP Purchase Share Percentage of the trading volume of the Common Stock on the VWAP Purchase Date up to the VWAP Purchase Share Volume Maximum on the VWAP Purchase Date (eacheach such purchase, a “VWAP Purchase”), specifying in such VWAP Purchase Notice (a) at the VWAP Purchase Percentage for such VWAP Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such VWAP Purchase, on the applicable Purchase Date therefor, to purchase a specified VWAP Purchase Share Amount, which shall not exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such Purchase Date in accordance with this AgreementPrice. The Company may timely deliver to the Investor a VWAP Purchase Notice to the Buyer on or before 5:00 p.m. Eastern time on a date on which (i) the Company also submitted a Purchase Notice for a VWAP Regular Purchase on any Trading Day selected by of at least 100,000 Purchase Shares to the Company as the Purchase Date for such VWAP Purchase, so long as Buyer and (iii) the Closing Sale Price is higher than $0.50. A VWAP Purchase shall automatically be deemed completed at such time on the VWAP Purchase Date that the Sale Price falls below the VWAP Minimum Price Threshold; in such circumstance, the VWAP Purchase Amount shall be calculated using (i) the VWAP Purchase Share Percentage of the Common Stock aggregate shares traded on the Trading Day immediately preceding Principal Market for such portion of the VWAP Purchase Date is not less than prior to the time that the Sale Price fell below the VWAP Minimum Price Threshold Price, and (ii) all Shares subject a VWAP Purchase Price calculated using the volume weighted average price of Common Stock sold during such portion of the VWAP Purchase Date prior to all prior the time that the Sale Price fell below the VWAP Purchases and Intraday Minimum Price Threshold. Each VWAP Purchases (as applicable) pursuant to this Agreement have been received Purchase Notice must be accompanied by the Investor as DWAC Shares prior instructions to the Company’s delivery Transfer Agent to immediately issue to the Investor Buyer an amount of such VWAP Purchase Notice for such VWAP Purchase on such Purchase Date. The Investor is obligated Common Stock equal to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase), such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such Estimate, a good faith estimate by the Company of the number of Purchase Shares that the Buyer shall have the obligation to buy pursuant to the VWAP Purchase Notice Notice. In no event shall the Buyer, pursuant to any VWAP Purchase, purchase a number of Purchase Shares that exceeds such applicable the VWAP Purchase Maximum Amount, and Share Estimate issued on the Investor shall have no obligation to purchase, and shall not purchase, such excess Shares pursuant to VWAP Purchase Date in connection with such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated Buyer will immediately return to purchase the applicable Company any amount of Common Stock issued pursuant to the VWAP Purchase Maximum Amount pursuant to Share Estimate that exceeds the number of Purchase Shares the Buyer actually purchases in connection with such VWAP Purchase. At or prior to 5:30 p.m., New York City time, on the Purchase Date for Upon completion of each VWAP PurchasePurchase Date, the Investor Buyer shall provide submit to the Company a confirmation of the VWAP Purchase in form and substance reasonably acceptable to the Company, by email correspondence to each of the individual notice recipients of the . The Company set forth in the applicable VWAP Purchase Notice, a written confirmation for such VWAP Purchase, setting forth the applicable VWAP Purchase Price per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, and the total aggregate VWAP Purchase Price to be paid by the Investor for the total VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase. Notwithstanding the foregoing, the Company shall not may deliver any additional VWAP Purchase Notices to the Investor during Buyer from time to time so long as the PEA Periodmost recent purchase has been completed. The Company may, by written notice to the Buyer, in its sole discretion at any Allowable Grace Period or any MPA Periodtime after the date of this Agreement, irrevocably terminate this Section 1(c) and its right to direct the Buyer to make VWAP Purchases.

VWAP Purchases. Upon Subject to the initial satisfaction terms and conditions of all this Agreement, in addition to purchases of the conditions set forth Purchase Shares as described in Section 7.2 (the “Commencement” and the date of initial satisfaction of all of such conditions1(b) above, the “Commencement Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.3with one Business Day’s prior written notice, the Company shall also have the right, right but not the obligation, obligation to direct the Investor, Buyer by its timely the Company’s delivery to the Investor Buyer of a VWAP Purchase Notice for a from time to time, and the Buyer thereupon shall have the obligation, to buy the VWAP Purchase Share Percentage of the trading volume of the Common Stock on the VWAP Purchase Date up to the VWAP Purchase Share Volume Maximum on the VWAP Purchase Date (eachas long as such notice is delivered on or before 5:00 p.m. eastern time on the Business Day immediately preceding the VWAP Purchase Date) (each such purchase, a “VWAP Purchase”), specifying in such ) at the VWAP Purchase Price. The Company may deliver a VWAP Purchase Notice to the Buyer only on a date on which the Company also submitted a Purchase Notice for a Regular Purchase in an amount equal to the lesser of (ai) 100,000 Purchase Shares or (ii) a number of Purchase Shares with an aggregate Purchase Amount equal to five hundred thousand dollars ($500,000) to the Buyer. A VWAP Purchase shall automatically be deemed completed at such time on the VWAP Purchase Date that the Sale Price falls below the VWAP Minimum Price Threshold; in such circumstance, the VWAP Purchase Amount shall be calculated using: (i) the VWAP Purchase Share Percentage of the aggregate shares traded on the Principal Market for such portion of the VWAP Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such VWAP Purchase, on the applicable Purchase Date therefor, to purchase a specified VWAP Purchase Share Amount, which shall not exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such Purchase Date in accordance with this Agreement. The Company may timely deliver prior to the Investor a VWAP Purchase Notice for a VWAP Purchase on any Trading Day selected by time that the Company as the Purchase Date for such VWAP Purchase, so long as (i) the Closing Sale Price of fell below the Common Stock on the Trading Day immediately preceding such Purchase Date is not less than the VWAP Minimum Price Threshold Price, and (ii) all Shares subject a VWAP Purchase Price calculated using the volume weighted average price of Common Stock sold during such portion of the VWAP Purchase Date prior to all prior the time that the Sale Price fell below the VWAP Purchases and Intraday Minimum Price Threshold. Each VWAP Purchases (as applicable) pursuant to this Agreement have been received Purchase Notice must be accompanied by the Investor as DWAC Shares prior instructions to the Company’s delivery Transfer Agent to immediately issue to the Investor Buyer an amount of such VWAP Purchase Notice for such VWAP Purchase on such Purchase Date. The Investor is obligated Common Stock equal to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase), such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such Estimate, a good faith estimate by the Company of the number of Purchase Shares that the Buyer shall have the obligation to buy pursuant to the VWAP Purchase Notice Notice. In no event shall the Buyer, pursuant to any VWAP Purchase, purchase a number of Purchase Shares that exceeds such applicable the VWAP Purchase Maximum Amount, and Share Estimate issued on the Investor shall have no obligation to purchase, and shall not purchase, such excess Shares pursuant to VWAP Purchase Date in connection with such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated Buyer will immediately return to purchase the applicable Company any amount of Common Stock issued pursuant to the VWAP Purchase Maximum Amount pursuant to Share Estimate that exceeds the number of Purchase Shares the Buyer actually purchases in connection with such VWAP Purchase. At or prior to 5:30 p.m., New York City time, on the Purchase Date for Upon completion of each VWAP PurchasePurchase Date, the Investor Buyer shall provide submit to the Company a confirmation of the VWAP Purchase in form and substance reasonably acceptable to the Company, by email correspondence to each of the individual notice recipients of the . The Company set forth in the applicable VWAP Purchase Notice, a written confirmation for such VWAP Purchase, setting forth the applicable VWAP Purchase Price per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, and the total aggregate VWAP Purchase Price to be paid by the Investor for the total VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase. Notwithstanding the foregoing, the Company shall not may deliver any additional VWAP Purchase Notices to the Investor during Buyer from time to time so long as the PEA Periodmost recent purchase has been completed. The Company may, by written notice to the Buyer, in its sole discretion at any Allowable Grace Period or any MPA Periodtime after the date of this Agreement, irrevocably terminate this Section 1(c) and its right to direct the Buyer to make VWAP Purchases.

VWAP Purchases. Upon Subject to the initial satisfaction terms and conditions of all this Agreement, in addition to purchases of the conditions set forth Purchase Shares as described in Section 7.2 (the “Commencement” and the date of initial satisfaction of all of such conditions1(b) above, the “Commencement Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.3with one Business Day’s prior written notice, the Company shall also have the right, right but not the obligation, obligation to direct the Investor, Buyer by its timely the Company’s delivery to the Investor Buyer of a VWAP Purchase Notice for a from time to time, and the Buyer thereupon shall have the obligation, to buy the VWAP Purchase Share Percentage of the trading volume of the Common Stock on the VWAP Purchase Date up to the VWAP Purchase Share Volume Maximum on the VWAP Purchase Date (eachas long as such notice is delivered on or before 5:00 p.m. eastern time on the Business Day immediately preceding the VWAP Purchase Date) (each such purchase, a “VWAP Purchase”), specifying in such ) at the VWAP Purchase Price. The Company may deliver a VWAP Purchase Notice to the Buyer only on a date on which the Company also submitted a Purchase Notice for a Regular Purchase of 100,000 Purchase Shares to the Buyer. A VWAP Purchase shall automatically be deemed completed at such time on the VWAP Purchase Date that the Sale Price falls below the VWAP Minimum Price Threshold; in such circumstance, the VWAP Purchase Amount shall be calculated using: (ai) the VWAP Purchase Share Percentage of the aggregate shares traded on the Principal Market for such portion of the VWAP Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such VWAP Purchase, on the applicable Purchase Date therefor, to purchase a specified VWAP Purchase Share Amount, which shall not exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such Purchase Date in accordance with this Agreement. The Company may timely deliver prior to the Investor a VWAP Purchase Notice for a VWAP Purchase on any Trading Day selected by time that the Company as the Purchase Date for such VWAP Purchase, so long as (i) the Closing Sale Price of fell below the Common Stock on the Trading Day immediately preceding such Purchase Date is not less than the VWAP Minimum Price Threshold Price, and (ii) all Shares subject a VWAP Purchase Price calculated using the volume weighted average price of Common Stock sold during such portion of the VWAP Purchase Date prior to all prior the time that the Sale Price fell below the VWAP Purchases and Intraday Minimum Price Threshold. Each VWAP Purchases (as applicable) pursuant to this Agreement have been received Purchase Notice must be accompanied by the Investor as DWAC Shares prior instructions to the Company’s delivery Transfer Agent to immediately issue to the Investor Buyer an amount of such VWAP Purchase Notice for such VWAP Purchase on such Purchase Date. The Investor is obligated Common Stock equal to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase), such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such Estimate, a good faith estimate by the Company of the number of Purchase Shares that the Buyer shall have the obligation to buy pursuant to the VWAP Purchase Notice Notice. In no event shall the Buyer pursuant to any VWAP Purchase, purchase a number of Purchase Shares that exceeds such applicable the VWAP Purchase Maximum Amount, and Share Estimate issued on the Investor shall have no obligation to purchase, and shall not purchase, such excess Shares pursuant to VWAP Purchase Date in connection with such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated Buyer will immediately return to purchase the applicable Company any amount of Common Stock issued pursuant to the VWAP Purchase Maximum Amount pursuant to Share Estimate that exceeds the number of Purchase Shares the Buyer actually purchases in connection with such VWAP Purchase. At or prior to 5:30 p.m., New York City time, on the Purchase Date for Upon completion of each VWAP PurchasePurchase Date, the Investor Buyer shall provide submit to the Company a confirmation of the VWAP Purchase in form and substance reasonably acceptable to the Company, by email correspondence to each of the individual notice recipients of the . The Company set forth in the applicable VWAP Purchase Notice, a written confirmation for such VWAP Purchase, setting forth the applicable VWAP Purchase Price per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, and the total aggregate VWAP Purchase Price to be paid by the Investor for the total VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase. Notwithstanding the foregoing, the Company shall not may deliver any additional VWAP Purchase Notices to the Investor during Buyer from time to time so long as the PEA Periodmost recent purchase has been completed. The Company may, by written notice to the Buyer, in its sole discretion at any Allowable Grace Period or any MPA Periodtime after the date of this Agreement, irrevocably terminate this Section 1(c) and its right to direct the Buyer to make VWAP Purchases.

VWAP Purchases. Upon Subject to the initial satisfaction terms and conditions of all this Agreement, in addition to purchases of the conditions set forth Purchase Shares as described in Section 7.2 1(b) above, with one Business Day’s prior written notice (as long as such notice is delivered on or before 5:00 p.m. Eastern time on the “Commencement” and Business Day immediately preceding the date of initial satisfaction of all of such conditions, the “Commencement VWAP Purchase Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.3), the Company shall also have the right, right but not the obligation, obligation to direct the Investor, Buyer by its timely the Company’s delivery to the Investor Buyer of a VWAP Purchase Notice for a from time to time, and the Buyer thereupon shall have the obligation, to buy the VWAP Purchase Share Percentage of the trading volume of the Common Stock on the VWAP Purchase Date up to the VWAP Purchase Share Volume Maximum on the VWAP Purchase Date (eacheach such purchase, a “VWAP Purchase”), specifying in such ) at the VWAP Purchase Price. The Company may deliver a VWAP Purchase Notice to the Buyer on or before 5:00 p.m. Eastern time on a date on which the Company also submitted a Purchase Notice for a Regular Purchase of at least 250,000 Purchase Shares to the Buyer. The share amount in the prior sentence shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split, or other similar transaction. A VWAP Purchase shall automatically be deemed completed at such time on the VWAP Purchase Date that the Sale Price falls below the VWAP Minimum Price Threshold; in such circumstance, the VWAP Purchase Amount shall be calculated using (ai) the VWAP Purchase Share Percentage of the aggregate shares traded on the Principal Market for such portion of the VWAP Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such VWAP Purchase, on the applicable Purchase Date therefor, to purchase a specified VWAP Purchase Share Amount, which shall not exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such Purchase Date in accordance with this Agreement. The Company may timely deliver prior to the Investor a VWAP Purchase Notice for a VWAP Purchase on any Trading Day selected by time that the Company as the Purchase Date for such VWAP Purchase, so long as (i) the Closing Sale Price of fell below the Common Stock on the Trading Day immediately preceding such Purchase Date is not less than the VWAP Minimum Price Threshold Price, and (ii) all Shares subject a VWAP Purchase Price calculated using the volume weighted average price of Common Stock sold during such portion of the VWAP Purchase Date prior to all prior the time that the Sale Price fell below the VWAP Purchases and Intraday Minimum Price Threshold. Each VWAP Purchases (as applicable) pursuant to this Agreement have been received Purchase Notice must be accompanied by the Investor as DWAC Shares prior instructions to the Company’s delivery Transfer Agent to immediately issue to the Investor Buyer an amount of such VWAP Purchase Notice for such VWAP Purchase on such Purchase Date. The Investor is obligated Common Stock equal to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase), such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such Estimate, a good faith estimate by the Company of the number of Purchase Shares that the Buyer shall have the obligation to buy pursuant to the VWAP Purchase Notice Notice. In no event shall the Buyer, pursuant to any VWAP Purchase, purchase a number of Purchase Shares that exceeds such applicable the VWAP Purchase Maximum Amount, and Share Estimate issued on the Investor shall have no obligation to purchase, and shall not purchase, such excess Shares pursuant to VWAP Purchase Date in connection with such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated Buyer will immediately return to purchase the applicable Company any amount of Common Stock issued pursuant to the VWAP Purchase Maximum Amount pursuant to Share Estimate that exceeds the number of Purchase Shares the Buyer actually purchases in connection with such VWAP Purchase. At or prior to 5:30 p.m., New York City time, on the Purchase Date for Upon completion of each VWAP PurchasePurchase Date, the Investor Buyer shall provide submit to the Company a confirmation of the VWAP Purchase in form and substance reasonably acceptable to the Company, by email correspondence to each of the individual notice recipients of the . The Company set forth in the applicable VWAP Purchase Notice, a written confirmation for such VWAP Purchase, setting forth the applicable VWAP Purchase Price per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, and the total aggregate VWAP Purchase Price to be paid by the Investor for the total VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase. Notwithstanding the foregoing, the Company shall not may deliver any additional VWAP Purchase Notices to the Investor during Buyer from time to time so long as the PEA Period, any Allowable Grace Period or any MPA Periodmost recent purchase has been completed.