Common use of Commitment and Structuring Fee Clause in Contracts

Commitment and Structuring Fee. Each of the Parties shall pay its own fees and expenses (including the fees of any attorneys, accountants, appraisers or others engaged by such party) in connection with this Agreement and the transactions contemplated hereby, except that the Company shall pay to YA Global II SPV, LLC, a subsidiary of the Investor, a structuring fee in the amount of $25,000, of which $15,000 has been paid prior to the date hereof, and the remaining $10,000 shall be paid directly from the proceeds of the First Pre-Paid Advance. The Company shall pay a commitment fee in an amount equal to $1,500,000 (the “Commitment Fee”), of which (i) $350,000 (the “Initial Commitment Fee” ) shall be paid within 2 days of the Effective Date by the issuance to the Investor of such number of Ordinary Shares that is equal to the Initial Commitment Fee divided by the closing price of the Ordinary Shares as of the Trading Day immediately prior to the Effective Date (the “Initial Commitment Shares”), and (ii) $1,150,000 (the “Deferred Commitment Fee”) shall be due and payable only if the Company shall have received gross proceeds of at least $100 million under this Agreement by the one-year anniversary of the Effective Date. The Deferred Commitment Fee, if applicable, shall be payable on the one-year anniversary of the Effective Date, by the issuance to the Investor of such number of Ordinary Shares that is equal to the Deferred Commitment Fee divided by the closing price of the Ordinary Shares as of the Trading Day immediately prior to the one-year anniversary of the Effective Date (the “Deferred Commitment Shares”). The Initial Commitment Shares issuable hereunder shall be included on the initial Registration Statement. The Deferred Commitment Shares, if any are issued, shall have piggy-back registration rights. Upon the issuance of the Initial Commitment Shares or the Deferred Commitment Shares (if any), the Company shall offset of its debt to pay the Initial Commitment Fee or the Deferred Commitment Fee, as applicable, against its receivable from the Investor in respect of the issue price payable in respect of the Initial Commitment Shares or Deferred Commitment Shares, as applicable (which shall be equal to the Initial Commitment Fee or the Deferred Commitment Fee, as applicable).

Commitment and Structuring Fee. Each of the Parties parties shall pay its own fees and expenses (including the fees of any attorneys, accountants, appraisers or others engaged by such party) in connection with this Agreement and the transactions contemplated hereby, except that the Company shall pay to YA Global II SPV, LLC, a subsidiary of the Investor, a structuring fee and due diligence fee in the amount of $25,000, of 20,000 which $15,000 the Investor acknowledges has been paid prior to the date hereof, and the remaining $10,000 shall be paid directly from the proceeds of the First Pre-Paid Advance. The Company shall pay to the Investor a commitment fee in an the amount equal to of $1,500,000 400,000 (the “Commitment Fee”), of which (ia) $350,000 (the “Initial Commitment Fee” ) 200,000 shall be paid within 2 days 15 Business Days following the date hereof and (b) $200,000 shall be paid on or before the twelve-month anniversary of the Effective Date date hereof. The Commitment Fee shall be paid, at the option of the Company, either in readily available funds, or by the issuance to the Investor of such number of Ordinary Common Shares that is (the “Commitment Fee Shares”) (or a combination of cash and Shares) in an amount equal to the Initial portion of the Commitment Fee being paid divided by the closing an issuance price equal to 92% of the Ordinary Shares as lowest VWAP during the five consecutive Trading Day period (i) ending on, and including, the date hereof in respect of the Trading Day immediately prior to the Effective Date (the “Initial Commitment Shares”)first installment, and (ii) $1,150,000 (ending on, but not including, the “Deferred date paid in respect of the second installment. Provided however, in no event shall the Company issued Commitment Fee Shares to the extent that such issuance would cause the Investor to exceed the Ownership Limitation. If the Company elects to issue Commitment Fee Shares in satisfaction of the Commitment Fee”) shall be due and payable only if the Company shall have received gross proceeds of at least $100 million under this Agreement by the one-year anniversary of the Effective Date. The Deferred Commitment Fee, if applicable, shall be payable on the one-year anniversary of the Effective Date, by the issuance to the Investor of such number of Ordinary Shares that is equal to the Deferred Commitment Fee divided by the closing price of the Ordinary Shares as of the Trading Day immediately prior to the one-year anniversary of the Effective Date (the “Deferred Commitment Shares”). The Initial Commitment Shares issuable hereunder shall be included on the initial Registration Statement. The Deferred Commitment Shares, if any are issued, shall have piggy-back registration rights. Upon the issuance of the Initial Commitment Shares or the Deferred Commitment Shares (if any), the Company shall offset register the resale of its debt such Commitment Fee Shares by including them on the next registration statement, or amendment to a registration statement, that is filed by the Company. The full Commitment Fee shall be deemed earned by the Investor on the date hereof and the Company shall be obligated to pay the Initial Commitment Fee or the Deferred Commitment Fee, as applicable, against its receivable from the Investor it in respect accordance with this agreement irrespective of the issue price payable in respect amount of Advances, if any, received by the Initial Commitment Shares or Deferred Commitment SharesCompany hereunder, as applicable (which and such obligation shall be equal to survive the Initial Commitment Fee or the Deferred Commitment Fee, as applicable)termination of this Agreement.