Lincoln Park Capital Fund LLC - SPA - For a Regular Purchase, Lincoln Park pays 97% of the lower of (a) the lowest sale price on the purchase date or (b) the arithmetic average of the three lowest closing prices during the ten trading days prior to that date. For any Accelerated or Additional Accelerated Purchase, the price is 97% of the lower of (a) the VWAP during the applicable intraday measurement period or (b) that day’s closing price. On any business day we may require Lincoln Park to buy up to 20,000 shares (rising to as many as 100,000 shares as the market price crosses set thresholds), with each Regular Purchase capped at $500,000, plus optional Accelerated purchases of up to the lesser of 300% of that day’s Regular amount or 30% of the day’s trading volume. Daily buys are also limited by a 4.99% beneficial-ownership cap and an overall 19.99% exchange-cap unless shareholder approval is obtained.
