"'Subscription Notice' shall mean a written notice to the Purchasers, delivered via facsimile, setting forth the Subscription Amount that the Company requests from the Purchasers, including the Subscription Price and the Closing Date. The Company shall be entitled to send a Subscription Notice only
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during the fifteen Business Day period immediately following the Company's filing with the Commission of an Annual Report on Form 10-K or 10-KSB or Quarterly Report on Form 10-Q or 10-QSB.
The Company shall only send a Subscription Notice between 6:30 A.M. and 1:30 P.M. (Pacific time) on a Trading Day; provided, however, the Company shall not be entitled to send a Subscription Notice after 1:00 P.M. if it subsequently issues a press release on that same Trading Day. Unless otherwise mutually agreed by the Purchasers and the Company in writing, the Closing Date shall be no sooner than five (5) Business Days and no later than fifteen (15) Business Days after the date on which the Subscription Notice is received by the Purchasers.
'Subscription Price' means, as to each Subscription Share purchased in a Closing, eighty percent (80%) of the VWAP on the same Trading Day on which the Company delivers the Subscription Notice; provided that in no event shall the Subscription Price exceed $3.50 per Subscription Share (subject to adjustment for any stock split, reverse stock split or other similar event affecting the Common Stock after the date hereof)."