Fixed Purchase Notice Limit

Example Definitions of "Fixed Purchase Notice Limit"
Fixed Purchase Notice Limit. Means, with respect to a Fixed Purchase made pursuant to Section 3.5, a number of shares of Common Stock equal to the lesser of (i) 50,000 shares of Common Stock and (ii) the maximum number of shares of Common Stock which, when aggregated with all other shares of Common Stock then beneficially owned by the Investor and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would not result in the beneficial ownership by the Investor... of more than the Beneficial Ownership Limitation. Notwithstanding the foregoing, from and after the Execution Date, separate from the Company's purchase rights regarding Purchase Notice Shares as described in Section 3.1 above, and subject to the Fixed Purchase Notice Limit and subject to the conditions of Sections 7.2 and 7.3 of this Agreement, solely in the event that the Company's Opening Sale Price on the Fixed Purchase Date is greater than $9.00 per share, then the Company shall also have the right, but not the obligation, to request the Investor (by its timely delivery to the Investor before 9:30am New York Time of a Fixed Purchase Notice) to purchase the applicable Purchase Notice Shares, not to exceed the Fixed Purchase Notice Limit, at the Fixed Purchase Price (and for purposes of this Section 3.5, and the definition of "Shares" under Annex I, such shares of Common Stock to be purchased pursuant to a Fixed Purchase Notice shall also be referred to as "Purchase Notice Shares", and each such purchase, a "Fixed Purchase"). One (1) Trading Day following the Fixed Purchase Date, the Company will deliver the applicable Purchase Notices Shares via DWAC to the Investor, with receipt from the Investor's designated brokerage account prior to 4:00PM New York City time (the "Fixed Delivery Date"). Notwithstanding Section 3.2, the Investor's wire for a Fixed Purchase shall occur two (2) Trading Days following the Fixed Delivery Date (the "Fixed Purchase Settlement Date"). The Company shall not provide any additional Purchase Notice or Fixed Purchase Notice, unless waived by Investor, pursuant to Section 3.1 or Section 3.5, for at least one (1) Trading Day following the Fixed Purchase Settlement Date. Receipt of the Purchase Notice Shares for the applicable Fixed Purchase by the Investor as DWAC Shares must occur prior to 4:00 p.m. New York City time on the Fixed Delivery Date (the "Fixed Delivery Cutoff"). In the event that any Purchase Notice Shares are not delivered prior to the applicable Fixed Delivery cutoff, the Company shall immediately pay a late fee to the Investor equal to 5% of the amount of Shares listed on the Fixed Purchase Notice multiplied by the Fixed Purchase Price (the "Late Delivery Fee"). The Late Delivery Fee shall be paid by the Company to the Investor daily until the applicable Purchase Notice Shares are delivered. Notwithstanding anything contained herein, the Company may not submit a Purchase Notice or a Fixed Purchase Notice if the Purchase Notice Settlement Date or a Fixed Purchase Settlement Date for a previous Purchase Notice or Fixed Purchase Notice has not occurred, unless waived by Investor. A Purchase Notice and a Fixed Purchase Notice may not be delivered at the same time, or on the same Trading Day, unless waived by Investor. View More
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