“Accelerated Purchase Notice” means, with respect to an Accelerated Purchase made pursuant to Section 2(b) hereof, an irrevocable written notice from the Company to the Investor directing the Investor to purchase the applicable Accelerated Purchase Share Amount at the Accelerated Purchase Price on the Accelerated Purchase Date for such Accelerated Purchase in accordance with this Agreement, and specifying any Additional Accelerated Purchase Minimum Price Threshold determined by the Company.

“Additional Accelerated Purchase Share Volume Maximum” means, with respect to an Additional Accelerated Purchase made pursuant to Section 2(c) hereof, a number of shares of Common Stock equal to # the number of Purchase Shares specified by the Company in the applicable Additional Accelerated Purchase Notice as the Additional Accelerated Purchase Share Amount to be purchased by the Investor in such Additional Accelerated Purchase, divided by # the Additional Accelerated Purchase Share Percentage (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).

“Accelerated Purchase Date” means, with respect to any Accelerated Purchase made pursuant to Section 2(c) hereof or any Additional Accelerated Purchase pursuant to Section 2(d) hereof, the Business Day immediately following the applicable Purchase Date with respect to the corresponding Regular Purchase referred to in Section 2(c) hereof.

Accelerated Purchase made pursuant to Section 2(c) hereof on such Accelerated Purchase Date, # the end of the Additional Accelerated Purchase Period for the most recently completed prior Additional Accelerated Purchase pursuant to Section 2(d) hereof on such Accelerated Purchase Date, as applicable, and # the time at which all Purchase Shares for all prior Purchases, including, those effected on the applicable Accelerated Purchase Date have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement, and ending at the earliest of # the official close of trading on the Principal Market on the Accelerated Purchase Date, # such time that the total number (or volume) of shares of Common Stock traded on the Principal Market has exceeded the quotient of # the Accelerated Purchase Share Amount, and # 0.3, and # such time that the Sale Price has fallen below any minimum price threshold set forth in the applicable Purchase Notice by the Company.

“Additional Accelerated Purchase Minimum Price Threshold” means, with respect to an Additional Accelerated Purchase made pursuant to Section 2(c) hereof, any minimum per share price threshold set forth in the applicable Additional Accelerated Purchase Notice.

the failure for any reason by the Transfer Agent to issue Purchase Shares to the Investor within three (3) Business Days after the Purchase Date, Accelerated Purchase Date or Additional Accelerated Purchase Date (as applicable) on which the Investor is entitled to receive such Purchase Shares;

Accelerated Vesting. If, prior to the Vested Date, # Recipient shall die while in service with the Board, # Recipient shall separate from service with the Board on account of a Disability, or # the Company undergoes a Change in Control, all then unvested and outstanding Restricted Share Units shall become immediately vested and nonforfeitable upon the occurrence of any such event.

Accelerated Vesting. Notwithstanding the foregoing, each Initial RSU Grant, Annual RSU Grant, and Prorated Annual RSU Grant will vest in full upon a Change in Control (as defined in the Plan), subject to the Eligible Director’s Continuous Service through the date of such Change in Control.

Accelerated Vesting. The Restricted Stock Units shall fully vest upon a Change of Control or upon the death of the Participant, subject to the Participant’s continued Service through such date.

Accelerated Vesting. In the event of a Change in Control or Participant’s death or Termination of Service by reason of Participant’s Disability, Participant will vest in all of the RSUs immediately prior to such Change in Control or upon Participant's, death or termination due to, Disability. For purposes of this Agreement, “Disability” means an illness or other incapacitation which the Board determines is not a [Section 409A] Disability, but precludes Participant from fully discharging his or her responsibilities as a member of the Board. For purposes of this Agreement, “[Section 409A] Disability” means a disability as defined in Treasury Regulation Section 1.409A-3(i)(4)(i).