Common use of Additional Commitment Shares Clause in Contracts

Additional Commitment Shares. In addition to the issuance of the Initial Commitment Shares pursuant to Section 10.1(ii)(a) above, not later than 4:00 p.m. (New York City time) on the earlier of (i) the Trading Day on which the Company shall have received from the Investor total aggregate cash proceeds equal to $500,000 as payment for all VWAP Purchase Share Amounts and Intraday VWAP Purchase Share Amounts purchased by the Investor in all VWAP Purchases, Additional VWAP Purchases and Intraday VWAP Purchases (as applicable) effected pursuant to this Agreement, and (ii) ninety (90) days from the date of this Agreement, the Company shall deliver irrevocable instructions to its transfer agent to electronically issue and deliver to the Investor or its designee(s) (in which case such designee(s) name shall have been provided to the Company prior to such Trading Day) the Additional Commitment Shares, so that such Additional Commitment Shares are received by the Investor as DWAC Shares not later than 10:00 a.m. (New York City time) on the next Trading Day. For the avoidance of doubt, such Additional Commitment Shares shall be fully earned as of the date on which they are issuable pursuant to this Section 10.1(ii)(b), regardless of whether any further VWAP Purchases, Additional VWAP Purchases or Intraday VWAP Purchases are effected by the Company or settled hereunder or any subsequent termination of this Agreement. All of the Additional Commitment Shares shall constitute Registrable Securities and shall be included in the Initial Registration Statement and any post-effective amendment thereto, and the Prospectus included therein, and, if necessary to register the resale thereof by the Investor under the Securities Act, in any New Registration Statement and any post-effective amendment thereto, and the Prospectus included therein, in each case in accordance with this Agreement and the Registration Rights Agreement.

Additional Commitment Shares. In addition to the issuance of the Initial Commitment Shares pursuant to Section 10.1(ii)(a) above, : (i) not later than 4:00 p.m. (New York City time) on the earlier of (i) the Trading Day on which the Company shall have received from the Investor total aggregate cash proceeds equal to $500,000 25,000,000 as payment for all VWAP Purchase Share Amounts and Intraday VWAP Purchase Share Amounts purchased by the Investor in all VWAP Purchases, Additional VWAP Purchases and Intraday VWAP Purchases (as applicable) effected pursuant to this Agreement, and (ii) ninety (90) days from the date of this Agreement, the Company shall deliver irrevocable instructions to its transfer agent to electronically issue and deliver to the Investor or its designee(s) (in which case such designee(s) name shall have been provided to the Company prior to such Trading Day) 59,333 Additional Commitment Shares, so that such Additional Commitment Shares are received by the Investor as DWAC Shares not later than 10:00 a.m. (New York City time) on the next Trading Day; and (ii) not later than 4:00 p.m. (New York City time) on the Trading Day on which the Company shall have received from the Investor total aggregate cash proceeds equal to $50,000,000 as payment for all VWAP Purchase Share Amounts and Intraday VWAP Purchase Share Amounts purchased by the Investor in all VWAP Purchases and Intraday VWAP Purchases (as applicable) effected pursuant to this Agreement, the Company shall deliver irrevocable instructions to its transfer agent to electronically issue and deliver to the Investor or its designee(s) (in which case such designee(s) name shall have been provided to the Company prior to such Trading Day) 39,555 Additional Commitment Shares, so that such Additional Commitment Shares are received by the Investor as DWAC Shares not later than 10:00 a.m. (New York City time) on the next Trading Day. For the avoidance of doubt, such Additional Commitment Shares shall be fully earned as of the date on which they are issuable pursuant to this Section 10.1(ii)(b), regardless of whether any further VWAP Purchases, Additional VWAP Purchases or Intraday VWAP Purchases are effected by the Company or settled hereunder or any subsequent termination of this Agreement. All of the Additional Commitment Shares shall constitute Registrable Securities and shall be included in the Initial Registration Statement and any post-effective amendment thereto, and the Prospectus included therein, and, if necessary to register the resale thereof by the Investor under the Securities Act, in any New Registration Statement and any post-effective amendment thereto, and the Prospectus included therein, in each case in accordance with this Agreement and the Registration Rights Agreement.

Additional Commitment Shares. In addition further consideration for the Investor’s execution and delivery of this Agreement, on the Trading Day on which the Company shall have received from the Investor aggregate gross cash proceeds equal to $10,000,000 from the payment by the Investor to the issuance Company of the Aggregate Initial Commitment Purchase Price for all Initial Purchase Shares theretofore purchased by the Investor in the Initial Purchase on the Closing Date and from the payment by the Investor to the Company of the aggregate of all VWAP Purchase Prices for all VWAP Purchase Share Amounts theretofore purchased by the Investor in all prior VWAP Purchases pursuant to Section 10.1(ii)(a) abovethis Agreement (the “Additional Commitment Share Trigger Date”), the Company shall deliver irrevocable instructions to the Transfer Agent to electronically transfer to the Investor or its designee(s), not later than 4:00 p.m. (New York City time) on the earlier Trading Day immediately following the Additional Commitment Share Trigger Date, such number of additional shares of Common Stock as shall equal the quotient obtained by dividing (iX) $100,000 by (Y) the arithmetic average of the VWAPs of the Common Stock for the ten (10) consecutive Trading Day on which period including such Additional Commitment Share Trigger Date (the Company shall have received from “Additional Commitment Shares”) (provided that the Investor total aggregate cash proceeds equal to $500,000 as payment for all VWAP Purchase Share Amounts and Intraday VWAP Purchase Share Amounts purchased by the Investor in all VWAP Purchases, number of Additional VWAP Purchases and Intraday VWAP Purchases (as applicable) effected pursuant to this Agreement, and (ii) ninety (90) days from the date of this Agreement, the Company shall deliver irrevocable instructions to its transfer agent to electronically issue and deliver Commitment Shares issuable to the Investor hereunder shall not exceed 200,000 Additional Commitment Shares), as DWAC Shares by crediting the Investor's or its designee(s) account at DTC through its Deposit/Withdrawal at Custodian (in DWAC) system, all of which case such designee(s) name shall have been provided to the Company prior to such Trading Day) the Additional Commitment Shares, so that such Additional Commitment Shares are received by the Investor as DWAC Shares not later than 10:00 a.m. (New York City time) on the next Trading Day. For the avoidance of doubt, such all of the Additional Commitment Shares shall be fully earned as of the date on which they are issuable pursuant to this Section 10.1(ii)(b)Additional Commitment Share Trigger Date, regardless of whether any further VWAP Purchases, Additional VWAP Purchases or Intraday VWAP Purchases Purchase Notices are effected issued by the Company or settled hereunder or and regardless of any subsequent termination of this Agreement. All of the The Additional Commitment Shares shall constitute Registrable Securities and the Company shall be included include the maximum of 200,000 Additional Commitment Shares in the Initial Registration Statement and any post-effective amendment thereto, and the Prospectus included therein, therein and, if necessary to register the resale thereof by the Investor under the Securities Act, in any New Registration Statement and any post-effective amendment thereto filed with the Commission prior to the Additional Commitment Share Trigger Date (it being acknowledged and agreed that with respect to any New Registration Statement and any post-effective amendment thereto filed with the Commission on or after the Additional Commitment Share Trigger Date, the Company shall include in such New Registration Statement and any post-effective amendment thereto, and the Prospectus included therein, the actual number of Additional Commitment Shares to be issued to the Investor pursuant to this Section 10.1(ii)(b)), in each case in accordance with this Agreement and the Registration Rights Agreement.

Additional Commitment Shares. In addition consideration for agreeing to the issuance terms of this Agreement and no additional consideration at such time of issuance, the Initial Commitment Shares pursuant Company shall deliver to Section 10.1(ii)(a) abovethe Purchaser, not later than 4:00 p.m. a number of shares of Common Stock equal to: (New York City timea) on the earlier Effective Date of the initial Registration Statement (such date, the “Second Issuance Date”) (i) $50,000 divided by the lesser of (y) closing bid price of the Common Stock on the Trading Day immediately preceding the Second Issuance Date (such price, the “Second Issuance Price”) and (z) the closing bid price of the Common Stock on which the Company shall have received from Trading Day immediately preceding the Investor total aggregate cash proceeds equal to $500,000 as payment for all VWAP Purchase Share Amounts and Intraday VWAP Purchase Share Amounts purchased by date of this Agreement (such price, the Investor in all VWAP Purchases, Additional VWAP Purchases and Intraday VWAP Purchases (as applicable) effected pursuant to this Agreement“Closing Issuance Price”), and (ii) ninety if the Second Issuance Price is less than the Closing Issuance Price, additional shares of Common Stock equal to the difference between (90A) days from $125,000 divided by the Second Issuance Price and (B) the number of shares of Common Stock issued to the Purchaser pursuant to Section 2.2(a)(iii) on the date of this Agreement, the Company shall deliver irrevocable instructions to its transfer agent to electronically issue and deliver to the Investor or its designee(s) ; (in which case such designee(s) name shall have been provided to the Company prior to such Trading Day) the Additional Commitment Shares, so that such Additional Commitment Shares are received by the Investor as DWAC Shares not later than 10:00 a.m. (New York City timeb) on the next Trading Day. For 30th day immediately following the avoidance of doubt, such Additional Commitment Shares shall be fully earned as Effective Date of the date initial Registration Statement (such date, the “Third Issuance Date”), $25,000 divided by the closing bid price of the Common Stock on which they are the Trading Day immediately preceding the Third Issuance Date; (c) on the 60th day immediately following the Effective Date of the initial Registration Statement (such date, the “Fourth Issuance Date”), $25,000 divided by the closing bid price of the Common Stock on the Trading Day immediately preceding the Fourth Issuance Date; and (d) on the 90th day immediately following the Effective Date of the initial Registration Statement (such date, the “Fifth Issuance Date”), $25,000 divided by the closing bid price of the Common Stock on the Trading Day immediately preceding the Fifth Issuance Date. All such shares issuable pursuant to this Section 10.1(ii)(b), regardless of whether any further VWAP Purchases, Additional VWAP Purchases or Intraday VWAP Purchases are effected 4.16 shall be delivered to the DTC account specified by the Company or settled hereunder or any subsequent termination of this Agreement. All of Purchaser in writing to the Additional Commitment Shares shall constitute Registrable Securities and shall be included in the Initial Registration Statement and any post-effective amendment thereto, and the Prospectus included therein, and, if necessary to register the resale thereof by the Investor under the Securities Act, in any New Registration Statement and any post-effective amendment thereto, and the Prospectus included therein, in each case in accordance with this Agreement and the Registration Rights AgreementCompany.

Additional Commitment Shares. In addition further consideration for the Investor’s execution and delivery of this Agreement, on the earlier of (i) the date that is thirty (30) days following the closing of the Company’s first public offering of Common Stock or Common Stock Equivalents following the date hereof (or, if such date is not a Trading Day, the first Trading Day immediately following such date) and (ii) October 16, 2023 (the “Additional Commitment Share Trigger Date”), the Company shall deliver irrevocable instructions to the issuance of Transfer Agent to electronically transfer to the Initial Commitment Shares pursuant to Section 10.1(ii)(a) aboveInvestor or its designee(s), not later than 4:00 p.m. (New York City time) on the earlier Trading Day immediately following the Additional Commitment Share Trigger Date, such number of additional shares of Common Stock as shall equal the quotient obtained by dividing (iX) $440,000 by (Y) the arithmetic average of the VWAPs of the Common Stock for the ten (10) consecutive Trading Day on which period including such Additional Commitment Share Trigger Date (the Company shall have received from “Additional Commitment Shares”) (provided that the Investor total aggregate cash proceeds equal to $500,000 as payment for all VWAP Purchase Share Amounts and Intraday VWAP Purchase Share Amounts purchased by the Investor in all VWAP Purchases, number of Additional VWAP Purchases and Intraday VWAP Purchases (as applicable) effected pursuant to this Agreement, and (ii) ninety (90) days from the date of this Agreement, the Company shall deliver irrevocable instructions to its transfer agent to electronically issue and deliver Commitment Shares issuable to the Investor hereunder shall not exceed 5,244,994 Additional Commitment Shares), as DWAC Shares by crediting the Investor’s or its designee(s) account at DTC through its Deposit/Withdrawal at Custodian (in which case such designee(sDWAC) name shall have been provided to the Company prior to such Trading Day) the Additional Commitment Shares, so that such Additional Commitment Shares are received by the Investor as DWAC Shares not later than 10:00 a.m. (New York City time) on the next Trading Daysystem. For the avoidance of doubt, such all of the Additional Commitment Shares shall be fully earned as of the date on which they are issuable pursuant to this Section 10.1(ii)(b)Closing Date, regardless of whether any further VWAP Purchases, Additional VWAP Purchases or Intraday VWAP Purchases Purchase Notices are effected issued by the Company or settled hereunder or and regardless of any subsequent termination of this Agreement. All of the The Additional Commitment Shares shall constitute Registrable Securities and the Company shall be included include the maximum of 5,244,994 Additional Commitment Shares in the Initial Registration Statement and any post-effective amendment thereto, and the Prospectus included therein, therein and, if necessary to register the resale thereof by the Investor under the Securities Act, in any New Registration Statement and any post-effective amendment thereto filed with the Commission prior to the Additional Commitment Share Trigger Date (it being acknowledged and agreed that with respect to any New Registration Statement and any post-effective amendment thereto filed with the Commission on or after the Additional Commitment Share Trigger Date, the Company shall include in such New Registration Statement and any post-effective amendment thereto, and the Prospectus included therein, the actual number of Additional Commitment Shares to be issued to the Investor pursuant to this Section 10.1(ii)(b)), in each case in accordance with this Agreement and the Registration Rights Agreement.

Additional Commitment Shares. In addition to the issuance of the Initial Commitment Shares pursuant to Section 10.1(ii)(a10.1(b)(i) above, not later than 4:00 p.m. (New York City time) on the earlier of (i) the Trading Day on which the Company shall have received from the Investor total aggregate cash proceeds equal to $500,000 100,000,000 as payment for all VWAP Purchase Share Amounts and Intraday VWAP Purchase Share Amounts purchased by the Investor in all VWAP Purchases, Additional VWAP Purchases and Intraday VWAP Purchases (as applicable) effected pursuant to this Agreement, and (ii) ninety (90) days from the date of this Agreement, the Company shall deliver irrevocable instructions to its transfer agent to electronically issue and deliver to the Investor or its designee(s) (in which case such designee(s) name shall have been provided to the Company prior to such Trading Day) 46,536 Additional Commitment Shares, so that such Additional Commitment Shares are received by the Investor as DWAC Shares not later than 10:00 a.m. (New York City time) on the next Trading Day. Not later than 4:00 p.m. (New York City time) on the Trading Day on which the Company shall have received from the Investor total aggregate cash proceeds equal to $200,000,000 as payment for all VWAP Purchase Share Amounts and Intraday VWAP Purchase Share Amounts purchased by the Investor in all VWAP Purchases and Intraday VWAP Purchases (as applicable) effected pursuant to this Agreement, the Company shall deliver irrevocable instructions to its transfer agent to electronically issue and deliver to the Investor or its designee(s) (in which case such designee(s) name shall have been provided to the Company prior to such Trading Day) 46,535 Additional Commitment Shares, so that such Additional Commitment Shares are received by the Investor as DWAC Shares not later than 10:00 a.m. (New York City time) on the next Trading Day. For the avoidance of doubt, such Additional Commitment Shares shall be fully earned as of the date on which they are issuable pursuant to this Section 10.1(ii)(b10.1(b)(ii), regardless of whether any further VWAP Purchases, Additional VWAP Purchases or Intraday VWAP Purchases are effected by the Company or settled hereunder or any subsequent termination of this Agreement. All of the Additional Commitment Shares shall constitute Registrable Securities and shall be included in the Initial Registration Statement and any post-effective amendment thereto, and the Prospectus included therein, and, if necessary to register the resale thereof by the Investor under the Securities Act, in any New Registration Statement and any post-effective amendment thereto, and the Prospectus included therein, in each case in accordance with this Agreement and the Registration Rights Agreement.

Additional Commitment Shares. (1) In addition to the issuance of the Initial Commitment Shares pursuant to Section 10.1(ii)(a) above, not later than 4:00 9:30 a.m. (New York City time) on the first Trading Day following the Purchase Date for the first VWAP Purchase or Intraday VWAP Purchase (as applicable) that is completed in full by the Investor, the Company shall deliver irrevocable instructions to its transfer agent to electronically credit to the Investor’s or its designee’s specified Deposit/Withdrawal at Custodian (DWAC) account with DTC under its Fast Automated Securities Transfer (FAST) Program 25,000 Additional Commitment Shares as DWAC Shares. (2) In addition to the issuance of the Initial Commitment Shares pursuant to Section 10.1(ii)(a) above and of 25,000 Additional Commitment Shares pursuant to Section 10.1(ii)(b)(1) above, not later than 5:30 p.m. (New York City time) on the earlier of (i) the Trading Day on which the Company shall have received from the Investor total aggregate cash proceeds equal to $500,000 5,000,000 as payment for all VWAP Purchase Share Amounts and Intraday VWAP Purchase Share Amounts purchased by the Investor in all VWAP PurchasesPurchases and Intraday VWAP Purchases (as applicable) effected pursuant to this Agreement, the Company shall deliver irrevocable instructions to its transfer agent to electronically credit to the Investor’s or its designee’s specified Deposit/Withdrawal at Custodian (DWAC) account with DTC under its Fast Automated Securities Transfer (FAST) Program 25,000 Additional Commitment Shares as DWAC Shares, so that they are received by the Investor or its designee not later than 10:00 a.m. (New York City time) on the next Trading Day. (3) In addition to the issuance of the Initial Commitment Shares pursuant to Section 10.1(ii)(a) above and of 25,000 Additional Commitment Shares pursuant to each of Section 10.1(ii)(b)(1) and Section 10.1(ii)(b)(2) above, not later than 5:30 p.m. (New York City time) on the Trading Day on which the Company shall have received from the Investor total aggregate cash proceeds equal to $25,000,000 (inclusive of $5,000,000 referred to in Section 10.1(ii)(b)(2) above) as payment for all VWAP Purchase Share Amounts and Intraday VWAP Purchase Share Amounts purchased by the Investor in all VWAP Purchases and Intraday VWAP Purchases (as applicable) effected pursuant to this Agreement, and (ii) ninety (90) days from the date of this Agreement, the Company shall deliver irrevocable instructions to its transfer agent to electronically issue and deliver credit to the Investor Investor’s or its designee(sdesignee’s specified Deposit/Withdrawal at Custodian (DWAC) account with DTC under its Fast Automated Securities Transfer (in which case such designee(sFAST) name shall have been provided to the Company prior to such Trading Day) the Program 25,000 Additional Commitment Shares as DWAC Shares, so that such Additional Commitment Shares they are received by the Investor as DWAC Shares or its designee not later than 10:00 a.m. (New York City time) on the next Trading Day. (4) The Additional Commitment Shares, when issued as DWAC Shares in accordance with this Agreement, shall be freely tradable and transferable and without restriction on resale and without any stop transfer instructions maintained against the transfer thereof. For the avoidance of doubt, such Additional Commitment Shares shall be fully earned as of the date on which they are issuable pursuant to this Section 10.1(ii)(b), regardless of whether any further VWAP Purchases, Additional additional VWAP Purchases or Intraday VWAP Purchases are effected by the Company or settled hereunder or any subsequent termination of this Agreement. All of the Additional Commitment Shares shall constitute Registrable Securities and shall be included in the Initial Registration Statement and any post-effective amendment thereto, and the Prospectus included therein, and, if necessary to register the resale thereof by the Investor under the Securities Act, in any New Registration Statement and any post-effective amendment thereto, and the Prospectus included therein, in each case in accordance with this Agreement and the Registration Rights Agreement.

Additional Commitment Shares. In addition to the issuance of the Initial Commitment Shares pursuant to Section 10.1(ii)(a) above, not later than 4:00 p.m. (New York City time) on the earlier of (i) the Trading Day on which the Company shall have received from the Investor total aggregate cash proceeds equal to $500,000 25,000,000 as payment for all VWAP Purchase Share Amounts and Intraday VWAP Purchase Share Amounts purchased by the Investor in all VWAP Purchases, Additional VWAP Purchases and Intraday VWAP Purchases (as applicable) effected pursuant to this Agreement, and (ii) ninety (90) days from the date of this Agreement, the Company shall deliver irrevocable instructions to its transfer agent to electronically issue and deliver to the Investor or its designee(s) (in which case such designee(s) name shall have been provided to the Company prior to such Trading Day) 179,549 Additional Commitment Shares, so that such Additional Commitment Shares are received by the Investor as DWAC Shares not later than 10:00 a.m. (New York City time) on the next Trading Day. Not later than 4:00 p.m. (New York City time) on the Trading Day on which the Company shall have received from the Investor total aggregate cash proceeds equal to $50,000,000 as payment for all VWAP Purchase Share Amounts and Intraday VWAP Purchase Share Amounts purchased by the Investor in all VWAP Purchases and Intraday VWAP Purchases (as applicable) effected pursuant to this Agreement, the Company shall deliver irrevocable instructions to its transfer agent to electronically issue and deliver to the Investor or its designee(s) (in which case such designee(s) name shall have been provided to the Company prior to such Trading Day) 179,548 Additional Commitment Shares, so that such Additional Commitment Shares are received by the Investor as DWAC Shares not later than 10:00 a.m. (New York City time) on the next Trading Day. For the avoidance of doubt, such Additional Commitment Shares shall be fully earned as of the date on which they are issuable pursuant to this Section 10.1(ii)(b), regardless of whether any further VWAP Purchases, Additional VWAP Purchases or Intraday VWAP Purchases are effected by the Company or settled hereunder or any subsequent termination of this Agreement. All of the Additional Commitment Shares shall constitute Registrable Securities and shall be included in the Initial Registration Statement and any post-effective amendment thereto, and the Prospectus included therein, and, if necessary to register the resale thereof by the Investor under the Securities Act, in any New Registration Statement and any post-effective amendment thereto, and the Prospectus included therein, in each case in accordance with this Agreement and the Registration Rights Agreement.