Ceiling Price

Ceiling Price. Shall mean (x) with respect to the Initial Shares, $1.75 per share, (y) with respect to the Registration Shares, the lower of (i) the simple average of the VWAP (as hereinafter defined) of the Company's Common Stock during the Registration Shares Pricing Period and (ii) the sum of (a) $1.75 and (b) fifty percent (50%) of the amount by which the simple average of the VWAP of the Company's Common Stock during the Registration Shares Pricing Period exceeds $1.75 and (z) with respect to the... Subsequent Shares, $2.00 per share; provided, however, that if, at any time after the Issuance Date (provided that the total Stated Value of all the then outstanding shares of Preferred Stock is in excess of $500,000), the Company offers, sells, contracts to sell or otherwise issues or agrees to issue any Common Stock or Derivative Securities of the Company in a private placement transaction (other than (i) pursuant to any stock or option or similar equity- based compensation plan for employees, officers, directors or consultants or (ii) up to 250,000 warrants in any twelve (12) month period on a cumulative basis that are not compensatory in nature), with a maximum conversion or exercise price per share of Common Stock of an amount less than the Ceiling Price, then the "Ceiling Price" shall mean such lower conversion price or offer price per share for the Preferred Stock not yet converted. The Ceiling Price and every constituent number thereof shall also be subject to adjustment from time to time ratably for any events set forth in Paragraphs 6 and 10 hereof. View More

Ceiling Price. Means $67.00 per share (subject to adjustment pursuant to the terms of this Resolution, including adjustment pursuant to Sections 3(b)(ii), 3(b)(iii) and 8).