Common use of Commitment Fee Shares Clause in Contracts

Commitment Fee Shares. The Company shall pay to Buyer, as a commitment fee, Txx Xxxxxxx Xxxxx Xxxxxxxx xxx Xx/000 Xxxxxx Xxxxxx Dollars (US$250,000.00) (the “Commitment Fee”) by issuing to Buyer that number of shares of the Company’s Common Stock equal to such amount at a per share price of $0.01. It is agreed that the number of shares of Common Stock issuable to Buyer under this Section 4(o) shall be 25,000,000 (the “Commitment Fee Shares”). The Commitment Fee Shares are issuable by the Company’s transfer agent (the “Transfer Agent”) in three (3) certificates or book entry statements, in two certificates representing 6,250,000 of the Commitment Fee Shares issuable to the Buyer immediately upon the Company’s execution of this Agreement and an additional certificate representing 12,500,000 shares issuable to the Holder not later than November 8th, 2021. The Buyer shall never be in possession of an amount of Common Stock greater than 4.99% of the issued and outstanding Common Stock of the Company provided, however that this ownership restriction described in this Section may be waived by Buyer, in whole or in part, upon 61 days’ prior written notice. In the event such certificates representing the Commitment Fee Shares issuable hereunder shall not be delivered to the Buyer, same shall be an immediate default under this Agreement and the other Transaction Documents. The Commitment Fee Shares when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Company’s Common Stock. The Commitment Fee Shares shall be deemed fully earned as of the Effective Date, regardless of the amount or number of Loans made hereunder;”

Commitment Fee Shares. The Company shall pay to Buyer, as a commitment fee, Txx Xxxxxxx Xxxxx Xxxxxxxx xxx Xx/000 Xxxxxx Xxxxxx Dollars (US$250,000.00) (the “Commitment Fee”) by issuing to Buyer that number of shares of the Company’s Common Stock equal to such amount at a per share price of $0.01amount. It is agreed that the number of shares of Common Stock issuable to Buyer under this Section 4(o) shall be 25,000,000 1,250,000 (the “Commitment Fee Shares”). The Commitment Fee Shares are issuable by the Company’s Company shall instruct its transfer agent (the “Transfer Agent”) in three to issue two (32) certificates or book entry statements, in two certificates each representing 6,250,000 625,000 of the Commitment Fee Shares issuable to the Buyer immediately upon the Company’s execution of this Agreement Agreement, and an additional certificate representing 12,500,000 shares issuable shall cause its Transfer Agent to deliver such certificates or book entry statements to Buyer within five (5) Business Days from the Holder not later than November 8th, 2021Effective Date. The Buyer shall never be in possession of an amount of Common Stock greater than 4.99% of the issued and outstanding Common Stock of the Company provided, however that this ownership restriction described in this Section may be waived by Buyer, in whole or in part, upon 61 days’ prior written notice. In the event such certificates representing the Commitment Fee Shares issuable hereunder shall not be delivered to the BuyerBuyer within said five (5) Business Day period, same shall be an immediate default under this Agreement and the other Transaction Documents. The Commitment Fee Shares Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Company’s Common Stock. The Commitment Fee Shares shall be deemed fully earned as of the Effective Date, regardless of the amount or number of Loans made hereunder;”.

Commitment Fee Shares. The Company shall pay to Buyer, as a commitment fee, Txx Xxx Xxxxxxx Xxxxx Xxxxxxxx xxx Xx/000 Xxxxxx Xxxxxx Dollars (US$250,000.00150,000.00) (the “Initial Commitment Fee”) by issuing to Buyer that number of shares of the Company’s Common Stock equal to such amount at a per share price on the date of $0.01execution of this Agreement. It is agreed that the number of shares of Common Stock issuable to Buyer under on the date of execution of this Section 4(o) Agreement shall be 25,000,000 1,000,000 (the “Initial Commitment Fee Shares”). An additional Xxx Xxxxxxx Xxxxx Xxxxxxxx xxx Xx/000 Xxxxxx Xxxxxx Dollars (US$150,000.00) (the “Extension Commitment Fee” and, with the Initial Commitment Fee, the “Commitment Fee”) of the Company’s Common Stock shall be issued to Buyer upon the extension of the Maturity Date of the Note (the “Extension Commitment Fee Shares” and, with the Initial Commitment Fee Shares, the “Commitment Fee Shares”). The Commitment Fee Shares are issuable by the Company’s Company shall instruct its transfer agent (the “Transfer Agent”) in three (3i) certificates to issue one (1) certificate or book entry statementsstatement, in two certificates representing 6,250,000 of the Initial Commitment Fee Shares issuable to the Buyer Buyer, immediately upon the Company’s execution of this Agreement Agreement, and an additional shall cause its Transfer Agent to deliver such certificate or book entry statement to Buyer within five (5) Business Days from the Effective Date, and (ii) to issue one (1) certificate or book entry statement, representing 12,500,000 shares the Extension Commitment Fee Shares issuable to the Holder not later than November 8thBuyer, 2021immediately upon the extension of the Maturity Date, and shall cause its Transfer Agent to deliver such certificate or book entry statement to Buyer within five (5) Business Days from the date the Maturity Date is so extended. The Buyer shall never be in possession of an amount of Common Stock greater than 4.99% of the issued and outstanding Common Stock of the Company provided, however that this ownership restriction described in this Section may be waived by the Buyer, in whole or in part, upon 61 sixty-one (61) days’ prior written notice. In the event such certificates certificate(s) representing the Commitment Fee Shares issuable hereunder shall not be delivered to the BuyerBuyer within said five (5) Business Day period, same shall be an immediate default under this Agreement and the other Transaction Documents. The Commitment Fee Shares and Warrant Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Company’s Common Stock. The Initial Commitment Fee Shares and Warrant Shares shall be deemed fully earned as of the Effective Date, and the Extension Commitment Fee Shares shall be deemed earned as of the extension of the Maturity Date, in each case regardless of the amount or number of Loans loans made hereunder;”.

Commitment Fee Shares. The Company shall pay to Buyer, as a commitment fee, Txx Xxxxx Xxxxxxx Xxxxx Xxxxxxxx xxx Xx/000 Xxxxxx Xxxxxx Dollars (US$250,000.00700,000.00) (the “Commitment Fee”) by issuing to Buyer that number of shares of the Company’s Common Stock equal to such amount at a per share price of $0.01amount. It is agreed that the number of shares of Common Stock issuable to Buyer under this Section 4(o) shall be 25,000,000 700,000 (the “Commitment Fee Shares”). The , reflecting a price per Commitment Fee Share of $1.00; provided, that except in the case of an Exempt Issuance, if the Company issues any shares of Common Stock at a price per share of less than $1.00 at any time when any amount remains outstanding under the Note (each such issuance, a “Discounted Issuance”), the Company will issue to Buyer (out of the Reserved Amount) additional Commitment Fee Shares such that the price per share of the aggregate amount of Commitment Fee Shares (including such additional Commitment Fee Shares) equals such lower price per share, unless the proceeds of such Discounted Issuance are issuable by first applied to repay any amounts outstanding under the Company’s transfer agent Note. The Company shall instruct the Transfer Agent to issue two (the “Transfer Agent”) in three (32) certificates or book entry statements, each in two certificates the amount of 350,000 shares of Common Stock, representing 6,250,000 of the Commitment Fee Shares issuable to the Buyer immediately upon the Company’s execution of this Agreement Agreement, and an additional certificate representing 12,500,000 shares issuable shall cause the Transfer Agent to deliver such certificates or book entry statements to Buyer within five (5) business days from the Holder not later than November 8th, 2021Effective Date. The Buyer shall never be in possession of an amount of Common Stock greater than 4.999.99% of the issued and outstanding Common Stock of the Company provided, however that this ownership restriction described in this Section may be waived by Buyer, in whole or in part, upon 61 sixty-one (61) days’ prior written notice. In the event such certificates any certificate or book entry representing the Commitment Fee Shares issuable hereunder shall not be delivered to the BuyerBuyer within the applicable five (5) business day period, same shall be an immediate default under this Agreement and the other Transaction Documents. The Commitment Fee Shares Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Company’s Common Stock. The Commitment Fee Shares shall be deemed fully earned as of the Effective Date, regardless of Date and the amount or number of Loans made hereunder;”Restricted Commitment Fee Shares (as defined below) shall be subject to the transfer restrictions set forth in Section 4.o(ii) below.

Commitment Fee Shares. The Company shall pay to Buyer, as a commitment fee, Txx Xxxxxxx Xxxxx Xxxxxxxx xxx Xx/000 Xxxxxx Xxxxxx One Hundred Thousand and No/100 United States Dollars (US$250,000.00100,000.00) (the “Commitment Fee”) ), by issuing to Buyer that number of shares of the Company’s Common Stock equal to such amount at a per share price of $0.01amount. It is agreed that the number of shares of Common Stock issuable to Buyer under this Section 4(o) at Closing shall be 25,000,000 1,666,667 shares at a price per share of $0.06 (the “Commitment Fee Shares”). The Commitment Fee Shares are issuable by the Company’s Company shall instruct its transfer agent (the “Transfer Agent”) in three at Closing to issue at Closing one (31) certificates certificate or book entry statements, in two certificates statement representing 6,250,000 of the 1,666,667 Commitment Fee Shares issuable to the Buyer immediately upon the Company’s execution of this Agreement and an additional certificate representing 12,500,000 shares issuable to the Holder not later than November 8th, 2021Shares. The Buyer shall never be in possession of an amount of Common Stock greater than 4.999.99% of the issued and outstanding Common Stock of the Company provided, however that (i) this ownership restriction described in this Section may be waived by Buyer, in whole or in part, upon 61 days’ prior written notice, (ii) advise the Company not to issue such shares until such time as Buyer’s ownership is less than 9.99%, or (iii) upon request by Buyer, the Company shall issue pre-funded warrants providing the Buyer with the same economic benefits as if the shares had been issued to it. In the event such certificates any certificate or book entry representing the Commitment Fee Shares issuable hereunder shall not be delivered to the BuyerBuyer within the applicable five (5) Business Day period, same shall be an immediate default under this Agreement Agreement, the Note and any other documents or agreements executed in connection with the other transactions contemplated hereunder (the “Transaction Documents”). The Commitment Fee Shares Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Company’s Common Stock. The Commitment Fee Shares shall be deemed fully earned as of the Effective Date, regardless of the amount or number of Loans made hereunder;”date hereof.

Commitment Fee Shares. The Company shall pay to Buyer, as a commitment fee, Txx Xxxxxxx Xxxxx Xxxxxxxx xxx Xx/000 Xxxxxx Xxxxxx Eight Hundred Thousand and No/100 United States Dollars (US$250,000.00800,000.00) (the “"Commitment Fee”") by issuing to Buyer that number of shares of the Company’s 's Common Stock equal to such amount at a per share price of $0.01amount. It is agreed that the number of shares of Common Stock issuable to Buyer under this Section 4(o) shall be 25,000,000 1,333,333 (the “"Commitment Fee Shares”"). The Commitment Fee Shares are issuable by the Company’s Company shall instruct its transfer agent (the “"Transfer Agent”") in three to issue one (31) certificates certificate or book entry statementsstatement, in two certificates representing 6,250,000 of the Commitment Fee Shares issuable to the Buyer immediately upon the Company’s 's execution of this Agreement Agreement, and an additional shall cause its Transfer Agent to deliver such certificate representing 12,500,000 shares issuable or book entry statement to Buyer within five (5) Business Days from the Holder not later than November 8th, 2021Effective Date. The Buyer shall never be in possession of an amount of Common Stock greater than 4.99% of the issued and outstanding Common Stock of the Company provided, however that this ownership restriction described in this Section may be waived by Buyer, in whole or in part, upon 61 days’ ' prior written notice. In the event such certificates certificate representing the Commitment Fee Shares issuable hereunder shall not be delivered to the BuyerBuyer within said five (5) Business Day period, same shall be an immediate default under this Agreement and the other Transaction Documents. The Commitment Fee Shares Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Company’s 's Common Stock. The Commitment Fee Shares shall be deemed fully earned as of the Effective Date, regardless of the amount or number of Loans made hereunder;”.

Commitment Fee Shares. (i) The Company shall pay to Buyer, (i) as a commitment fee, Txx Two Hundred Thousand and No/100 United States Dollars (US$200,000.00) (the “Initial Commitment Fee”), and (ii) in the event the Maturity Date (as defined in the Note) is extended, as an additional commitment fee, Oxx Xxxxxxx Xxxxx Xxxxxxxx xxx Xx/000 Xxxxxx Xxxxxx Dollars (US$250,000.00100,000.00) (the “Extension Commitment Fee” and, collectively with the Initial Commitment Fee, the “Commitment Fee”) ), in each case by issuing to Buyer that number of shares of the Company’s Common Stock equal to such amount at a per share price of $0.01amount. It is agreed that the number of shares of Common Stock issuable to Buyer under this Section 4(o) shall be 25,000,000 (i) with respect to the Initial Commitment Fee, 3,076,923 (the “Initial Commitment Fee Shares”), and (ii) with respect to the Extension Commitment Fee, 1,538,462 (the “Extension Commitment Fee Shares” and, collectively with the Initial Commitment Fee Shares, the “Commitment Fee Shares”). The Commitment Fee Shares are issuable by the Company’s Company shall instruct its transfer agent (the “Transfer Agent”) in three to issue one(3!) certificates certificate or book entry statementsstatement, in two certificates representing 6,250,000 of the Initial Commitment Fee Shares issuable to the Buyer Buyer, immediately upon the Company’s execution of this Agreement Agreement, and an additional shall cause its Transfer Agent to deliver such certificate or book entry statement to Buyer within five (5) Business Days from the Effective Date. Additionally, the Company shall instruct the Transfer Agent that, in the event the Maturity Date is extended, promptly upon receipt of notice of such extension from either the Company or Buyer, the Transfer Agent shall issue one (I) certificates or book entry statement, representing 12,500,000 shares the Extension Commitment Fee Shares issuable to the Holder not later than November 8thBuyer, 2021and to deliver such certificate or book entry statement to Buyer within five (5) Business Days from the date such notice is delivered to the Transfer Agent. The Buyer shall never be in possession of an amount of Common Stock greater than 4.99% of the issued and outstanding Common Stock of the Company provided, however that this ownership restriction described in this Section may be waived by Buyer, in whole or in part, upon 61 days’ prior written notice. In the event such certificates any certificate or book entry representing the Commitment Fee Shares issuable hereunder shall not be delivered to the BuyerBuyer within the applicable five (5) Business Day period, same shall be an immediate default under this Agreement and the other Transaction Documents. The Commitment Fee Shares Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Company’s Common Stock. The Initial Commitment Fee Shares shall be deemed fully earned as of the Effective Date, and the Extension Commitment Fee Shares shall be deemed fully earned as of the date the Maturity Date is extended, in each case regardless of the amount or number of Loans made hereunder;”.

Commitment Fee Shares. The Company shall pay to Buyer, as a commitment fee, Txx Xxxxxxx Xxxxx Xxxxxxxx xxx Xx/000 Xxxxxx Xxxxxx Two Hundred Thousand and No/100 United States Dollars (US$250,000.00200,000.00) (the “"Commitment Fee”") by issuing to Buyer that number of shares of the Company’s 's Common Stock equal to such amount at a price per share price of $0.010.75. It is agreed that the number of shares of Common Stock issuable to Buyer under this Section 4(o4(p) shall be 25,000,000 266,667 (the “"Commitment Fee Shares”"). The Commitment Fee Shares are issuable by the Company’s Company shall instruct its transfer agent (the “"Transfer Agent”") in three to issue two (32) certificates or book entry statements, in two certificates each representing 6,250,000 one-half of the Commitment Fee Shares issuable to the Buyer immediately upon the Company’s 's execution of this Agreement Agreement, and an additional certificate representing 12,500,000 shares issuable shall cause its Transfer Agent to deliver such certificates or book entry statements to Buyer within five (5) Business Days from the Holder not later than November 8th, 2021Effective Date. The Buyer shall never be in possession of an amount of Common Stock greater than 4.99% of the issued and outstanding Common Stock of the Company provided, however that this ownership restriction described in this Section may be waived by Buyer, in whole or in part, upon 61 days’ ' prior written notice. In the event such certificates representing the Commitment Fee Shares issuable hereunder shall not be delivered to the BuyerBuyer within said five (5) Business Day period, same shall be an immediate default under this Agreement and the other Transaction Documents. The Commitment Fee Shares Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Company’s 's Common Stock. The Commitment Fee Shares shall be deemed fully earned as of the Effective Date, regardless of the amount or number of Loans made hereunder;”.

Commitment Fee Shares. The Company shall pay to Buyer, as a commitment fee, Txx Xxxxxxx Xxxxx Xxxxxxxx xxx Xx/000 Xxxxxx Xxxxxx Three Hundred Thousand and No/100 United States Dollars (US$250,000.00300,000.00) (the “Commitment Fee”) by issuing to Buyer that number of shares of the Company’s Common Stock equal to such amount at a per share price of $0.01amount. It is agreed that the number of shares of Common Stock issuable to Buyer under this Section 4(o) shall be 25,000,000 400,000 (the “Commitment Fee Shares”). The Commitment Fee Shares are issuable by the Company’s Company shall instruct its transfer agent (the “Transfer Agent”) in three to issue two (32) certificates or book entry statements, in two certificates representing 6,250,000 of the Commitment Fee Shares issuable to the Buyer immediately upon the Company’s execution of this Agreement Agreement, and an additional shall cause its Transfer Agent to deliver such certificate representing 12,500,000 shares issuable or book entry statement to Buyer within five (5) Business Days from the Holder not later than November 8th, 2021Effective Date. The Buyer shall never be in possession of an amount of Common Stock greater than 4.99% of the issued and outstanding Common Stock of the Company provided, however that this ownership restriction described in this Section may be waived by Buyer, in whole or in part, upon 61 days’ prior written notice. In the event such certificates certificate representing the Commitment Fee Shares issuable hereunder shall not be delivered to the BuyerBuyer within said five (5) Business Day period, same shall be an immediate default under this Agreement and the other Transaction Documents. The Commitment Fee Shares and Warrant Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Company’s Common Stock. The Commitment Fee Shares and the Commitment Fee Warrants shall be deemed fully earned as of the Effective Date, regardless of the amount or number of Loans made hereunder;”.

Commitment Fee Shares. The Company shall pay to Buyer, as a commitment fee, Txx Xxxxxxx Xxxxx Xxxxxxxx xxx Xx/000 Xxxxxx Xxxxxx One hundred and fifty nine thousand two hundred and fifty nine dollars and No/100 United States Dollars (US$250,000.00159,259.00), which such fee shall be reduced by 58.2% (to sixty six thousand five hundred and seventy dollars and No/100 United States Dollars ($66,570) in the event that the Note has been repaid in full (including accrued and unpaid interest) on or prior to the date that is six months from the date hereof (the “Commitment Fee”) by issuing to Buyer that number of shares of the Company’s Common Stock equal to such amount at a per share price of $0.01amount. It is agreed that the number of shares of Common Stock issuable to Buyer under this Section 4(o) shall be 25,000,000 637,036 (the “Commitment Fee Shares”). The Commitment Fee Shares are issuable by the Company’s Company shall instruct its transfer agent (the “Transfer Agent”) in three to issue one (31) certificates certificate or book entry statements, in two certificates statement representing 6,250,000 of the 266,280 Commitment Fee Shares and one (1) certificate or book entry statement representing 370,756 Commitment Fee Shares issuable to the Buyer immediately upon the Company’s execution of this Agreement Agreement, and an additional certificate representing 12,500,000 shares issuable shall cause its Transfer Agent to deliver such certificates or book entry statements to Buyer within ten (10) Business Days from the Holder not later than November 8th, 2021Effective Date. The Buyer shall never be in possession of an amount of Common Stock greater than 4.99% of the issued and outstanding Common Stock of the Company provided, however that this ownership restriction described in this Section may be waived by Buyer, in whole or in part, upon 61 days’ prior written notice. In the event such certificates certificate representing the Commitment Fee Shares issuable hereunder shall not be delivered to the BuyerBuyer within said ten (10) Business Day period, same shall be an immediate default under this Agreement Agreement, this Agreement, the Notes, the Warrant and any other documents or agreements executed in connection with the other transactions contemplated hereunder (the “Transaction Documents”). The Commitment Fee Shares and Warrant Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Company’s Common Stock. The Commitment Fee Shares and the Commitment Fee Warrants shall be deemed fully earned as of the Effective Date, regardless of the amount or number of Loans made hereunder;”.

Commitment Fee Shares. The Company shall pay to Buyer, as a commitment fee, Txx Oxx Xxxxxxx Xxxxx Xxxxx-Xxxx Xxxxxxxx xxx Xx/000 Xxxxxx Xxxxxx Dollars (US$250,000.00165,000.00) (the “Commitment Fee”) by issuing to Buyer that number of shares of the Company’s Common Stock equal to such amount at a price per share price of $0.012.00. It is agreed that the number of shares of Common Stock issuable to Buyer under this Section 4(o4(p) shall be 25,000,000 82,500 (the “Commitment Fee Shares”). The Commitment Fee Shares are issuable by the Company’s Company shall instruct its transfer agent (the “Transfer Agent”) in three to issue two (32) certificates or book entry statements, in two certificates each representing 6,250,000 one-half of the Commitment Fee Shares issuable to the Buyer immediately upon the Company’s execution of this Agreement Agreement, and an additional certificate representing 12,500,000 shares issuable shall cause its Transfer Agent to deliver such certificates or book entry statements to Buyer within five (5) Business Days from the Holder not later than November 8th, 2021Effective Date. The Buyer shall never be in possession of an amount of Common Stock greater than 4.99% of the issued and outstanding Common Stock of the Company provided, however that this ownership restriction described in this Section may be waived by Buyer, in whole or in part, upon 61 days’ prior written notice. In the event such certificates representing the Commitment Fee Shares issuable hereunder shall not be delivered to the BuyerBuyer within said five (5) Business Day period, same shall be an immediate default under this Agreement and the other Transaction Documents. The Commitment Fee Shares Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Company’s Common Stock. The Commitment Fee Shares shall be deemed fully earned as of the Effective Date, regardless of the amount or number of Loans made hereunder;”.

Commitment Fee Shares. The Company shall pay to Buyer, (i) as a commitment fee, Txx Xxxxxxx Xxxxx Xxxxxxxx xxx Xx/000 Xxxxxx Xxxxxx Three Hundred Thousand and No/100 United States Dollars (US$250,000.00300,000.00) (the “Initial Commitment Fee”), and (ii) in the event the Maturity Date (as defined in the Note) is extended, as an additional commitment fee, Two Hundred Thousand and No/100 United States Dollars (US$200,000.00) (the “Extension Commitment Fee” and, together with the Initial Commitment Fee, the “Commitment Fee”) ), in each case by issuing to Buyer that number of shares of the Company’s Common Stock equal to such amount at a per share price of $0.01amount. It is agreed that the number of shares of Common Stock issuable to Buyer under this Section 4(o) shall be 25,000,000 (i) with respect to the Initial Commitment Fee, 7,500,000 (the “Initial Commitment Fee Shares”), and (ii) with respect to the Extension Commitment Fee, 5,000,000 (the “Extension Commitment Fee Shares” and, together with the Initial Commitment Fee Shares, the “Commitment Fee Shares”). The Commitment Fee Shares are issuable by the Company’s Company shall instruct its transfer agent (the “Transfer Agent”) in three to issue one (31) certificates certificate or book entry statementsstatement, in two certificates representing 6,250,000 of the Initial Commitment Fee Shares issuable to the Buyer Buyer, immediately upon the Company’s execution of this Agreement Agreement, and an additional shall cause its Transfer Agent to deliver such certificate or book entry statement to Buyer within five (5) Business Days from the date hereof. Additionally, at the request of the Buyer, the Company shall instruct the Transfer Agent that, in the event the Maturity Date is extended, promptly upon receipt of notice of such extension from either the Company or Buyer, the Transfer Agent shall issue one (1) certificates or book entry statement, representing 12,500,000 shares the Extension Commitment Fee Shares issuable to the Holder not later than November 8thBuyer, 2021and to deliver such certificate or book entry statement to Buyer within five (5) Business Days from the date such notice is delivered to the Transfer Agent. The Buyer shall never be in possession of an amount of Common Stock greater than 4.99% of the issued and outstanding Common Stock of the Company provided, however that this ownership restriction described in this Section may be waived by Buyer, in whole or in part, upon 61 days’ prior written notice. In the event such certificates any certificate or book entry representing the Commitment Fee Shares issuable hereunder shall not be delivered to the BuyerBuyer within the applicable five (5) Business Day period, same shall be an immediate default under this Agreement Agreement, the Note, the Warrant and any other documents or agreements executed in connection with the other transactions contemplated hereunder (the “Transaction Documents”). The Commitment Fee Shares Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Company’s Common Stock. The Initial Commitment Fee Shares shall be deemed fully earned as of the Effective Datedate hereof, and the Extension Commitment Fee Shares shall be deemed fully earned as of the date the Maturity Date is extended, in each case regardless of the amount or number of Loans loans made hereunder;”under the Note.

Commitment Fee Shares. The Company shall pay to Buyer, (i) as a commitment fee, Txx Xxxxxxx Xxxxx Xxxxxxxx xxx Xx/000 Xxxxxx Xxxxxx Four Hundred Ten Thousand and No/100 United States Dollars (US$250,000.00410,000.00) (the “Commitment Fee”) by issuing to Buyer that number of shares of the Company’s Common Stock equal to such amount at a per share price of $0.01amount. It is agreed that the number of shares of Common Stock issuable to Buyer under this Section 4(o) shall be 25,000,000 5,125,000 (the “Commitment Fee Shares”). The , reflecting a price per Commitment Fee Share of $0.08; provided, that if the Company issues any shares of Common Stock at a price per share of less than $0.08 prior to the end of the Adjustment Period (as defined below), the Company will issue to Buyer additional Commitment Fee Shares are issuable by such that the Company’s transfer agent price per share of the aggregate amount of Commitment Fee Shares (including such additional Commitment Fee Shares) equals such lower price per share. The Company shall instruct the “Transfer Agent”) in three Agent to issue two (32) certificates or book entry statements, in two certificates the amounts of 2,312,500 shares of Common Stock and 2,812,500 shares of Common Stock representing 6,250,000 of the Commitment Fee Shares issuable to the Buyer immediately upon the Company’s execution of this Agreement Agreement, and an additional certificate representing 12,500,000 shares issuable shall cause the Transfer Agent to deliver such certificates or book entry statements to Buyer within five (5) business days from the Holder not later than November 8th, 2021Effective Date. The Buyer shall never be in possession of an amount of Common Stock greater than 4.99% of the issued and outstanding Common Stock of the Company provided, however that this ownership restriction described in this Section may be waived by Buyer, in whole or in part, upon 61 sixty-one (61) days’ prior written notice. In the event such certificates any certificate or book entry representing the Commitment Fee Shares issuable hereunder shall not be delivered to the BuyerBuyer within the applicable five (5) business day period, same shall be an immediate default under this Agreement and the other Transaction Documents. The Commitment Fee Shares Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Company’s Common Stock. The Commitment Fee Shares shall be deemed fully earned as of the Effective Date, regardless of the amount or number of Loans made hereunder;”.

Commitment Fee Shares. The Company shall pay to Buyer, as a commitment fee, Txx Xxxxxxx Xxxxx Xxxxxxxx xxx Xx/000 Xxxxxx Xxxxxx Seven Hundred Thousand and No/100 United States Dollars (US$250,000.00700,000.00) (the “Commitment Fee”) ), by issuing to Buyer that number of shares of the Company’s Common Stock equal to such amount at a per share price of $0.01amount. It is agreed that the number of shares of Common Stock issuable to Buyer under this Section 4(o) at Closing shall be 25,000,000 2,000,000 shares at a price per share of $0.35 (the “Commitment Fee Shares”). The Commitment Fee Shares are issuable by the Company’s Company shall instruct its transfer agent (the “Transfer Agent”) in three at Closing to issue at Closing two (32) certificates or book entry statements, in two certificates representing 6,250,000 statements one for 800,000 shares of the Commitment Fee Shares issuable to the Buyer immediately upon the Company’s execution Common Stock and one for 1,200,000 shares of this Agreement and an additional certificate representing 12,500,000 shares issuable to the Holder not later than November 8th, 2021Common Stock. The Buyer shall never be in possession of an amount of Common Stock greater than 4.999.99% of the issued and outstanding Common Stock of the Company Company; provided, however that (i) this ownership restriction described in this Section may be waived by Buyer, in whole or in part, upon 61 days’ prior written notice, (ii) advise the Company not to issue such shares until such time as Buyer’s ownership is less than 9.99%, or (iii) upon request by Buyer, the Company shall issue pre-funded warrants providing the Buyer with the same economic benefits as if the shares had been issued to it. In the event such certificates any certificate or book entry statement representing the Commitment Fee Shares issuable hereunder shall not be delivered to the BuyerBuyer within the applicable five (5) Business Day period, same shall be an immediate default under this Agreement Agreement, the Note, and any other documents or agreements executed in connection with the other transactions contemplated hereunder (the “Transaction Documents”). The Commitment Fee Shares Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Company’s Common Stock. The Commitment Fee Shares shall be deemed fully earned as of the Effective Date, regardless of the amount or number of Loans made hereunder;”date hereof.

Commitment Fee Shares. The Company shall pay to Buyer, (i) as a commitment fee, Txx Xxxxxxx Xxxxx Xxxxxxxx xxx Xx/000 Xxxxxx Xxxxxx Eight Hundred Thousand and No/100 United States Dollars (US$250,000.00800,000.00) (the “Commitment Fee”) by issuing to Buyer that number of shares of the Company’s Common Stock equal to such amount at a per share price of $0.01amount. It is agreed that the number of shares of Common Stock issuable to Buyer under this Section 4(o) shall be 25,000,000 4,000,000 (the “Commitment Fee Shares”). The Commitment Fee Shares are issuable by the Company’s Company shall instruct its transfer agent (the “Transfer Agent”) in three to issue two (32) certificates or book entry statements, in two certificates representing 6,250,000 of the Commitment Fee Shares issuable to the Buyer immediately upon within sixty (60) days after the Company’s execution of this Agreement Agreement, and an additional shall cause its Transfer Agent to deliver such certificate representing 12,500,000 shares issuable or book entry statement to the Holder not later than November 8th, 2021Buyer within five (5) Business Days from such date. The Buyer shall never be in possession of an amount of Common Stock greater than 4.99% of the issued and outstanding Common Stock of the Company provided, however that this ownership restriction described in this Section may be waived by Buyer, in whole or in part, upon 61 sixty-one (61) days’ prior written notice. In the event such certificates any certificate or book entry representing the Commitment Fee Shares issuable hereunder shall not be delivered to the BuyerBuyer within the applicable five (5) Business Day period, same shall be an immediate default under this Agreement and the other Transaction Documents. The Commitment Fee Shares Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Company’s Common Stock. The Commitment Fee Shares shall be deemed fully earned as of the Effective Date, regardless of the amount or number of Loans made hereunder;”.

Commitment Fee Shares. The Company shall pay to Buyer, as a commitment fee, Txx Sxxxx Xxxxxxx Xxxxx Xxxxxxxx xxx Xx/000 Xxxxxx Xxxxxx Dollars (US$250,000.00700,000.00) (the “Commitment Fee”) by issuing to Buyer that number of shares of the Company’s Common Stock equal to such amount at a per share price of $0.01amount. It is agreed that the number of shares of Common Stock issuable to Buyer under this Section 4(o) shall be 25,000,000 875,000 (the “Commitment Fee Shares”). The Commitment Fee Shares are issuable by the Company’s Company shall instruct its transfer agent (the “Transfer Agent”) in three to (3i) certificates issue one (1) certificate or book entry statements, in two certificates statement representing 6,250,000 of the 437,500 Commitment Fee Shares issuable to the Buyer immediately upon the Company’s execution of this Agreement Agreement, and an additional (ii) issue one (1) certificate or book entry statement representing 12,500,000 shares issuable 437,500 Commitment Fee Shares, and shall cause its Transfer Agent to deliver such certificates or book entry statements to Buyer within five (5) Business Days from the Holder not later than November 8th, 2021date of issuance. The Buyer shall never be in possession of an amount of Common Stock greater than 4.999.99% of the issued and outstanding Common Stock of the Company provided, however that this ownership restriction described in this Section may be waived by Buyer, in whole or in part, upon 61 days’ prior written notice. In the event such certificates certificate representing the Commitment Fee Shares issuable hereunder shall not be delivered to the BuyerBuyer within said three (3) Business Day period, same shall be an immediate default under this Agreement Agreement, this Agreement, the Notes, the Warrant and any other documents or agreements executed in connection with the other transactions contemplated hereunder (the “Transaction Documents”). The Commitment Fee Shares and Warrant Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Company’s Common Stock. The Commitment Fee Shares and Warrant Shares shall be deemed fully earned as of the Effective Datedate hereof, regardless of the amount or number of Loans loans made hereunder;”under the Note.

Commitment Fee Shares. The Company shall pay to Buyer, as a commitment fee, Txx Xxxxxxx Xxxxx Xxxxxxxx xxx Xx/000 Xxxxxx Xxxxxx Three Hundred Thirty Thousand and No/100 United States Dollars (US$250,000.00330,000.00) (the “"Commitment Fee”") by issuing to Buyer that number of 1,320,000 shares of the Company’s 's Common Stock equal to such amount at a price per share price of $0.01. It is agreed that the number of shares of Common Stock issuable to Buyer under this Section 4(o) shall be 25,000,000 0.25 (the “"Commitment Fee Shares”)") and in addition, upon closing. The Commitment Fee Shares are issuable by the Company’s Company shall instruct its transfer agent (the “"Transfer Agent”") in three (3) to issue two certificates or book entry statements, in two certificates statements of 660,000 shares each representing 6,250,000 of the Commitment Fee Shares issuable to the Buyer immediately upon the Company’s 's execution of this Agreement and an additional certificate representing 12,500,000 shares issuable shall cause its Transfer Agent to the Holder not later than November 8th, 2021deliver such certificates or book entry statements to Buyer. The Buyer shall never be in possession of an amount of Common Stock greater than 4.99% of the issued and outstanding Common Stock of the Company provided, however that this ownership restriction described in this Section may be waived by Buyer, in whole or in part, upon 61 days’ ' prior written notice. In the event such certificates or book entry statement representing the Commitment Fee Shares issuable hereunder shall not be delivered to the Buyer, same Buyer it shall be an immediate default under this Agreement Section 3.2 of the Note and the other Transaction Documents. The Commitment Fee Shares and Warrant Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Company’s 's Common Stock. The Commitment Fee Shares and the Commitment Fee Warrants shall be deemed fully earned as of the Effective Date, regardless of the amount or number of Loans made hereunder;”.

Commitment Fee Shares. The Company shall pay to Buyer, as a commitment fee, Txx Xxxxxxx Xxxxx Xxxxxxxx xxx Xx/000 Xxxxxx Xxxxxx Dollars (US$250,000.00) fee (the “Commitment Fee”) ), by issuing to Buyer that number of shares of the Company’s Common Stock equal to such amount at a per share price of $0.01. It is agreed that the number of Closing 400,000 shares of Common Stock issuable to Buyer under this Section 4(o) shall be 25,000,000 (the “Commitment Fee Shares”). The Commitment Fee Shares are issuable by the Company’s Company shall instruct its transfer agent (the “Transfer Agent”) in three at Closing to issue at Closing two (32) certificates or book entry statements, in two certificates representing 6,250,000 statements for 200,000 shares of the Commitment Fee Shares issuable to the Buyer immediately upon the Company’s execution of this Agreement and an additional certificate representing 12,500,000 shares issuable to the Holder not later than November 8th, 2021Common Stock each. The Buyer shall never be in possession of an amount of Common Stock greater than 4.999.99% of the issued and outstanding Common Stock of the Company Company; provided, however that (i) this ownership restriction described in this Section may be waived by Buyer, in whole or in part, upon 61 days’ prior written notice, (ii) Buyer may advise the Company not to issue such shares until such time as Buyer’s ownership is less than 9.99%, or (iii) upon request by Buyer, the Company shall issue pre-funded warrants providing the Buyer with the same economic benefits as if the applicable Commitment Fee Shares had been issued to it. In the event such certificates any certificate or book entry statement representing the Commitment Fee Shares issuable hereunder shall not be delivered to the BuyerBuyer within the applicable five (5) business day period, same shall be an immediate default under this Agreement and each of the other Transaction Documents. The Commitment Fee Shares Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Company’s Common Stock. The Commitment Fee Shares shall be deemed fully earned as of the Effective Date, regardless of the amount or number of Loans made hereunder;”date hereof.

Commitment Fee Shares. The Company shall pay to Buyer, as a commitment fee, Txx Xxxxxxx Xxxxx Xxxxxxxx xxx Xx/000 Xxxxxx Xxxxxx Three Hundred Thousand and No/100 United States Dollars (US$250,000.00300,000.00) (the “"Commitment Fee”") by issuing to Buyer that number of shares of the Company’s 's Common Stock equal to such amount at a per share price of $0.01amount. It is agreed that the number of shares of Common Stock issuable to Buyer under this Section 4(o) shall be 25,000,000 1,000,000 (the “"Commitment Fee Shares”"). The Commitment Fee Shares are issuable by the Company’s Company shall instruct its transfer agent (the “"Transfer Agent”") in three to issue one (31) certificates certificate or book entry statementsstatement, in two certificates representing 6,250,000 of the Commitment Fee Shares issuable to the Buyer immediately upon the Company’s 's execution of this Agreement Agreement, and an additional shall cause its Transfer Agent to deliver such certificate representing 12,500,000 shares issuable or book entry statement to Buyer within five (5) Business Days from the Holder not later than November 8th, 2021Effective Date. The Buyer shall never be in possession of an amount of Common Stock greater than 4.99% of the issued and outstanding Common Stock of the Company provided, however that this ownership restriction described in this Section may be waived by Buyer, in whole or in part, upon 61 days’ ' prior written notice. In the event such certificates certificate representing the Commitment Fee Shares issuable hereunder shall not be delivered to the BuyerBuyer within said five (5) Business Day period, same shall be an immediate default under this Agreement and the other Transaction Documents. The Commitment Fee Shares Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Company’s 's Common Stock. The Commitment Fee Shares shall be deemed fully earned as of the Effective Date, regardless of the amount or number of Loans made hereunder;”.

Commitment Fee Shares. The Company shall pay to Buyer, as a commitment fee, Txx Xxxxxxx Xxxxx Xxxxxxxx xxx Xx/000 Xxxxxx Xxxxxx One hundred and fifty nine thousand two hundred and fifty nine dollars and No/100 United States Dollars (US$250,000.00159,259.00), which such fee shall be reduced by 62% (to sixty thousand five hundred and seventy dollars and No/100 United States Dollars ($60,570) in the event that the Note has been repaid in full (including accrued and unpaid interest) on or prior to the date that is six months from the date hereof (the “Commitment Fee”) by issuing to Buyer that number of shares of the Company’s Common Stock equal to such amount at a per share price of $0.01amount. It is agreed that the number of shares of Common Stock issuable to Buyer under this Section 4(o) shall be 25,000,000 637,036 (the “Commitment Fee Shares”). The Commitment Fee Shares are issuable by the Company’s Company shall instruct its transfer agent (the “Transfer Agent”) in three to issue one (31) certificates certificate or book entry statements, in two certificates statement representing 6,250,000 of the 242,280 Commitment Fee Shares and one (1) certificate or book entry statement representing 394,756 Commitment Fee Shares issuable to the Buyer immediately upon the Company’s execution of this Agreement Agreement, and an additional certificate representing 12,500,000 shares issuable shall cause its Transfer Agent to deliver such certificates or book entry statements to Buyer within ten (10) Business Days from the Holder not later than November 8th, 2021Effective Date. The Buyer shall never be in possession of an amount of Common Stock greater than 4.99% of the issued and outstanding Common Stock of the Company provided, however that this ownership restriction described in this Section may be waived by Buyer, in whole or in part, upon 61 days’ prior written notice. In the event such certificates certificate representing the Commitment Fee Shares issuable hereunder shall not be delivered to the BuyerBuyer within said ten (10) Business Day period, same shall be an immediate default under this Agreement Agreement, this Agreement, the Notes, the Warrant and any other documents or agreements executed in connection with the other transactions contemplated hereunder (the “Transaction Documents”). The Commitment Fee Shares and Warrant Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Company’s Common Stock. The Commitment Fee Shares and the Commitment Fee Warrants shall be deemed fully earned as of the Effective Date, regardless of the amount or number of Loans made hereunder;”.

Commitment Fee Shares. The Company shall pay to Buyer, as a commitment fee, Txx Xxxxxxx Xxxxx Xxxxxxxx xxx Xx/000 Xxxxxx Xxxxxx Dollars (US$250,000.00) (the “Commitment Fee”) by issuing to Buyer that number of shares of the Company’s Common Stock equal to such amount at a per share price of $0.01amount. It is agreed that the number of shares of Common Stock issuable to Buyer under this Section 4(o) shall be 25,000,000 12,500,000 (the “Commitment Fee Shares”). The Commitment Fee Shares are issuable by the Company’s Company shall instruct its transfer agent (the “Transfer Agent”) in three to issue two (32) certificates or book entry statements, in two certificates representing 6,250,000 of the Commitment Fee Shares issuable to the Buyer immediately upon the Company’s execution of this Agreement Agreement, and an additional certificate representing 12,500,000 shares issuable shall cause its Transfer Agent to deliver such certificates or book entry statements to Buyer within five (5) Business Days from the Holder not later than November 8th, 2021Effective Date. The Buyer shall never be in possession of an amount of Common Stock greater than 4.99% of the issued and outstanding Common Stock of the Company provided, however that this ownership restriction described in this Section may be waived by Buyer, in whole or in part, upon 61 days’ prior written notice. In the event such certificates certificate representing the Commitment Fee Shares issuable hereunder shall not be delivered to the BuyerBuyer within said five (5) Business Day period, same shall be an immediate default under this Agreement and the other Transaction Documents. The Commitment Fee Shares and Warrant Shares, when issued, shall be deemed to be validly issued, fully paid, and non-non- assessable shares of the Company’s Common Stock. The Commitment Fee Shares shall be deemed fully earned as of the Effective Date, regardless of the amount or number of Loans made hereunder;”.

Commitment Fee Shares. The Company shall pay to Buyer, (i) as a commitment fee, Txx Xxxxxxx Xxxxx Xxxxxxxx xxx Xx/000 Xxxxxx Xxxxxx Four Hundred Fifty Thousand and No/100 United States Dollars (US$250,000.00450,000.00) (the “Commitment Fee”) by issuing to Buyer that number of shares of the Company’s Common Stock equal to such amount at a per share price of $0.01amount. It is agreed that the number of shares of Common Stock issuable to Buyer under this Section 4(o) shall be 25,000,000 1,800,000 (the “Commitment Fee Shares”). The , reflecting a price per Commitment Fee Share of $0.25; provided, that if the Company issues any shares of Common Stock at a price per share of less than $0.25 prior to the end of the Adjustment Period (as defined below), the Company will issue to Buyer additional Commitment Fee Shares are issuable by such that the Company’s transfer agent price per share of the aggregate amount of Commitment Fee Shares (including such additional Commitment Fee Shares) equals such lower price per share. The Company shall instruct the “Transfer Agent”) in three Agent to issue two (32) certificates or book entry statements, in two certificates representing 6,250,000 of the Commitment Fee Shares issuable to the Buyer immediately upon the Company’s execution of this Agreement Agreement, and an additional certificate representing 12,500,000 shares issuable shall cause the Transfer Agent to deliver such certificates or book entry statements to Buyer within five (5) business days from the Holder not later than November 8th, 2021Effective Date. The Buyer shall never be in possession of an amount of Common Stock greater than 4.99% of the issued and outstanding Common Stock of the Company provided, however that this ownership restriction described in this Section may be waived by Buyer, in whole or in part, upon 61 sixty-one (61) days’ prior written notice. In the event such certificates any certificate or book entry representing the Commitment Fee Shares issuable hereunder shall not be delivered to the BuyerBuyer within the applicable five (5) business day period, same shall be an immediate default under this Agreement and the other Transaction Documents. The Commitment Fee Shares Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Company’s Common Stock. The Commitment Fee Shares shall be deemed fully earned as of the Effective Date, regardless of the amount or number of Loans made hereunder;”.

Commitment Fee Shares. The Company shall pay to Buyer, (i) as a commitment fee, Txx Xxxxxxx Xxxxx Xxxxxxxx xxx Xx/000 Xxxxxx Xxxxxx One Million Six Hundred Thousand and No/100 United States Dollars (US$250,000.001,600,000.00) (the “Commitment Fee”) by issuing to Buyer that number of shares of the Company’s Common Stock equal to such amount at a per share price of $0.01amount. It is agreed that the number of shares of Common Stock issuable to Buyer under this Section 4(o) shall be 25,000,000 40,000,000 (the “Commitment Fee Shares”). The , reflecting a price per Commitment Fee Share of $0.04; provided, that if the Company issues any shares of Common Stock at a price per share of less than $0.04 prior to the end of the Adjustment Period (as defined below), the Company will issue to Buyer additional Commitment Fee Shares are issuable by such that the Company’s transfer agent price per share of the aggregate amount of Commitment Fee Shares (including such additional Commitment Fee Shares) equals such lower price per share. The Company shall instruct the “Transfer Agent”) in Agent to issue three (3) certificates or book entry statements, in two certificates the amounts of 18,000,000 shares of Common Stock and 12,000,000 shares of Common Stock and 10,000,000 shares of Common Stock, representing 6,250,000 of the Commitment Fee Shares issuable to the Buyer Buyer, immediately upon the Company’s execution of this Agreement Agreement, and an additional certificate representing 12,500,000 shares issuable shall cause the Transfer Agent to deliver such certificates or book entry statements to Buyer within five (5) business days from the Holder not later than November 8th, 2021Effective Date. The Buyer shall never be in possession of an amount of Common Stock greater than 4.99% of the issued and outstanding Common Stock of the Company provided, however that this ownership restriction described in this Section may be waived by Buyer, in whole or in part, upon 61 sixty-one (61) days’ prior written notice. In the event such certificates any certificate or book entry representing the Commitment Fee Shares issuable hereunder shall not be delivered to the BuyerBuyer within the applicable five (5) business day period, same shall be an immediate default under this Agreement and the other Transaction Documents. The Commitment Fee Shares Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Company’s Common Stock. The Commitment Fee Shares shall be deemed fully earned as of the Effective Date, regardless of the amount or number of Loans made hereunder;”.

Commitment Fee Shares. The Company shall pay to Buyer, (i) as a commitment fee, Txx Xxxxxxx Xxxxx Xxxxxxxx xxx Xx/000 Xxxxxx Xxxxxx Three Hundred Thousand and No/100 United States Dollars (US$250,000.00300,000.00) (the “Commitment Fee”) by issuing to Buyer that number of shares of the Company’s Common Stock equal to such amount at a per share price of $0.01amount. It is agreed that the number of shares of Common Stock issuable to Buyer under this Section 4(o) shall be 25,000,000 15,000,000 (the “Commitment Fee Shares”), reflecting a price per Commitment Fee Share of $0.02. The Commitment Fee Shares are issuable by Company shall instruct the Company’s transfer agent Transfer Agent to issue one (the “Transfer Agent”1) in three (3) certificates certificate or book entry statementsstatement, in two certificates the amount of 15,000,000 shares of Common Stock, representing 6,250,000 of the Commitment Fee Shares issuable to the Buyer immediately upon the Company’s execution of this Agreement Agreement, and an additional shall cause the Transfer Agent to deliver such certificate representing 12,500,000 shares issuable or book entry statement to Buyer within five (5) business days from the Holder not later than November 8th, 2021Effective Date. The Buyer shall never be in possession of an amount of Common Stock greater than 4.99% of the issued and outstanding Common Stock of the Company provided, however that this ownership restriction described in this Section may be waived by Buyer, in whole or in part, upon 61 sixty-one (61) days’ prior written notice. In the event such certificates any certificate or book entry representing the Commitment Fee Shares issuable hereunder shall not be delivered to the BuyerBuyer within the applicable five (5) business day period, same shall be an immediate default under this Agreement and the other Transaction Documents. The Commitment Fee Shares Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Company’s Common Stock. The Commitment Fee Shares shall be deemed fully earned as of the Effective Date, regardless of the amount or number of Loans made hereunder;. For the avoidance of doubt, the Company’s obligations under this Section 4(o) shall be in addition to, and not in lieu or in fulfillment of, the obligations of the Company under Section 4(o) of that certain Securities Purchase Agreement by and between the Buyer and the Company dated January 11, 2022 (the “Prior SPA”), which such Section 4(o) or the Prior SPA remains in full force and effect in accordance with its terms; provided, however, that any breach by the Company of its obligations under Section 4(o) of the Prior SPA shall be deemed a default of the Company’s obligations under this Agreement and shall be deemed an Event of Default under the Note.

Commitment Fee Shares. The Company shall pay to Buyer, as a commitment fee, Txx Xxxxxxx Xxxxx Xxxxxxxx xxx Xx/000 Xxxxxx Xxxxxx Three Hundred Thousand and No/100 United States Dollars (US$250,000.00300,000.00) (the “Commitment Fee”) by issuing to Buyer that number of shares of the Company’s Common Stock equal to such amount at a per share price of $0.01amount. It is agreed that the number of shares of Common Stock issuable to Buyer under this Section 4(o) shall be 25,000,000 1,200,000 (the “Commitment Fee Shares”). The Commitment Fee Shares are issuable by the Company’s Company shall instruct its transfer agent (the “Transfer Agent”) in three to issue two (32) certificates or book entry statements, in two certificates representing 6,250,000 of the Commitment Fee Shares issuable to the Buyer immediately upon the Company’s execution of this Agreement Agreement, and an additional shall cause its Transfer Agent to deliver such certificate representing 12,500,000 shares issuable or book entry statement to Buyer within five (5) Business Days from the Holder not later than November 8th, 2021Effective Date. The Buyer shall never be in possession of an amount of Common Stock greater than 4.99% of the issued and outstanding Common Stock of the Company provided, however that this ownership restriction described in this Section may be waived by Buyer, in whole or in part, upon 61 days’ prior written notice. In the event such certificates certificate representing the Commitment Fee Shares issuable hereunder shall not be delivered to the BuyerBuyer within said five (5) Business Day period, same shall be an immediate default under this Agreement and the other Transaction Documents. The Commitment Fee Shares and Warrant Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Company’s Common Stock. The Commitment Fee Shares and the Commitment Fee Warrants shall be deemed fully earned as of the Effective Date, regardless of the amount or number of Loans loans made hereunder;”

Commitment Fee Shares. The Company shall pay to Buyer, as a commitment fee, Txx Four Hundred Thirty Thousand and No/100 United States Dollars (US$430,000.00), which such fee shall be reduced to Oxx Xxxxxxx Xxxxx Xxxxxx Xxxxxxxx xxx Xx/000 Xxxxxx Xxxxxx Dollars (US$250,000.00$180,000) on in the event that the Note has been repaid in full (including accrued and unpaid interest) on or prior to the date that is six months from the date hereof (the “Commitment Fee”) by issuing to Buyer that number of shares of the Company’s Common Stock equal to such amount at a per share price of $0.01amount. It is agreed that the number of shares of Common Stock issuable to Buyer under this Section 4(o) shall be 25,000,000 1,720,000 (the “Commitment Fee Shares”). The Commitment Fee Shares are issuable by the Company’s Company shall instruct its transfer agent (the “Transfer Agent”) in three to issue one (31) certificates certificate or book entry statements, in two certificates statement representing 6,250,000 of the 720,000 Commitment Fee Shares and one (1) certificate or book entry statement representing 1,000,000 Commitment Fee Shares issuable to the Buyer immediately upon the Company’s execution of this Agreement Agreement, and an additional certificate representing 12,500,000 shares issuable shall cause its Transfer Agent to deliver such certificates or book entry statements to Buyer within ten (10) Business Days from the Holder not later than November 8th, 2021Effective Date. The Buyer shall never be in possession of an amount of Common Stock greater than 4.99% of the issued and outstanding Common Stock of the Company provided, however that this ownership restriction described in this Section may be waived by Buyer, in whole or in part, upon 61 days’ prior written notice. In the event such certificates certificate representing the Commitment Fee Shares issuable hereunder shall not be delivered to the BuyerBuyer within said ten (10) Business Day period, same shall be an immediate default under this Agreement Agreement, this Agreement, the Notes, the Warrant and any other documents or agreements executed in connection with the other transactions contemplated hereunder (the “Transaction Documents”). The Commitment Fee Shares and Warrant Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Company’s Common Stock. The Commitment Fee Shares and the Commitment Fee Warrants shall be deemed fully earned as of the Effective Date, regardless of the amount or number of Loans made hereunder;”.

Commitment Fee Shares. The Company shall pay to Buyer, (i) as a commitment fee, Txx Xxxxxxx Xxxxx Xxxxxxxx xxx Xx/000 Xxxxxx Xxxxxx Four Hundred Fifty Thousand and No/100 United States Dollars (US$250,000.00450,000.00) (the “Commitment Fee”) by by, at the time described below, issuing to Buyer that number of shares of the Company’s Common Stock equal to such amount at a per share price of $0.01amount. It is agreed that the number of shares of Common Stock issuable to Buyer under this Section 4(o) shall be 25,000,000 3,000,000 (the “Commitment Fee Shares”). The , reflecting a price per Commitment Fee Share of $0.15; provided, that if the Company issues any shares of Common Stock at a price per share of less than $0.15 prior to the end of the Adjustment Period (as defined below), the Company will issue to Buyer additional Commitment Fee Shares are issuable by such that the Company’s transfer agent price per share of the aggregate amount of Commitment Fee Shares (including such additional Commitment Fee Shares) equals such lower price per share. The Company shall instruct the “Transfer Agent”) in three Agent to issue two (32) certificates or book entry statements, in two certificates representing 6,250,000 of the Commitment Fee Shares issuable to the Buyer Buyer, immediately upon (i) the consummation of the Uplist Offering, (ii) August 31, 2023, or (iii) the repayment in full of the Company’s execution of this Agreement obligations under the Note, and an additional certificate representing 12,500,000 shares issuable shall cause the Transfer Agent to deliver such certificates or book entry statements to Buyer within five (5) business days from such date; provided, the Buyer may elect, in its sole discretion, to defer such issuance upon written notice to the Holder not later than November 8th, 2021Company for a minimum of sixty-one (61) days. The Buyer shall never be in possession of an amount of Common Stock greater than 4.999.99% of the issued and outstanding Common Stock of the Company provided, however that this ownership restriction described in this Section may be waived by Buyer, in whole or in part, upon 61 sixty-one (61) days’ prior written notice. In the event such certificates any certificate or book entry representing the Commitment Fee Shares issuable hereunder shall not be delivered to the BuyerBuyer within the applicable five (5) business day period, same shall be an immediate default under this Agreement and the other Transaction Documents. The Commitment Fee Shares Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Company’s Common Stock. The Commitment Fee Shares shall be deemed fully earned as of the Effective Date, regardless of the amount or number of Loans made hereunder;”.

Commitment Fee Shares. The Company shall pay to Buyer, (i) as a commitment fee, Txx Xxxxxxx Xxxxx Xxxxxxxx xxx Xx/000 Xxxxxx Xxxxxx Eight Hundred Thousand and No/100 United States Dollars (US$250,000.00800,000.00) (the “Commitment Fee”) by issuing to Buyer that number of shares of the Company’s Common Stock equal to such amount at a per share price of $0.01amount. It is agreed that the number of shares of Common Stock issuable to Buyer under this Section 4(o) shall be 25,000,000 5,000,000 (the “Commitment Fee Shares”). The Commitment Fee Shares are issuable by the Company’s Company shall instruct its transfer agent (the “Transfer Agent”) in three to issue two (32) or more certificates or book entry statements, in two certificates representing 6,250,000 of the Commitment Fee Shares issuable to the Buyer immediately upon within sixty (60) days after the Company’s execution of this Agreement Agreement, and an additional certificate representing 12,500,000 shares issuable shall cause its Transfer Agent to the Holder not later than November 8th, 2021deliver such certificates or book entry statements to Buyer within five (5) Business Days from such date. The Buyer shall never be in possession of an amount of Common Stock greater than 4.99% of the issued and outstanding Common Stock of the Company provided, however that this ownership restriction described in this Section may be waived by BuyerBxxxx, in whole or in part, upon 61 sixty-one (61) days’ prior written notice. In the event such certificates any certificate or book entry representing the Commitment Fee Shares issuable hereunder shall not be delivered to the BuyerBuyer within the applicable five (5) Business Day period, same shall be an immediate default under this Agreement and the other Transaction Documents. The Commitment Fee Shares Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Company’s Common Stock. The Commitment Fee Shares shall be deemed fully earned as of the Effective Date, regardless of the amount or number of Loans made hereunder;”.

Commitment Fee Shares. The Company shall pay to Buyer, as a commitment fee, Txx Twx Xxxxxxx Xxxxx Xxxxxxxx xxx Xx/000 Xxxxxx Xxxxxx Dollars Xollars (US$250,000.00200,000.00) (the “Commitment Fee”) by issuing to Buyer that number of shares of the Company’s Common Stock equal to such amount at a per share price of $0.01amount. It is agreed that the number of shares of Common Stock issuable to Buyer under this Section 4(o) shall be 25,000,000 2,000,000 (the “Commitment Fee Shares”). The Commitment Fee Shares are issuable by the Company’s Company shall instruct its transfer agent (the “Transfer Agent”) in three to issue two (32) certificates or book entry statements, in two certificates each representing 6,250,000 1,000,000 of the Commitment Fee Shares issuable to the Buyer immediately upon the Company’s execution of this Agreement Agreement, and an additional certificate representing 12,500,000 shares issuable shall cause its Transfer Agent to deliver such certificates or book entry statements to Buyer within five (5) Business Days from the Holder not later than November 8th, 2021Effective Date. The Buyer shall never be in possession of an amount of Common Stock greater than 4.99% of the issued and outstanding Common Stock of the Company provided, however that this ownership restriction described in this Section may be waived by Buyer, in whole or in part, upon 61 days’ prior written notice. In the event such certificates representing the Commitment Fee Shares issuable hereunder shall not be delivered to the BuyerBuyer within said five (5) Business Day period, same shall be an immediate default under this Agreement and the other Transaction Documents. The Commitment Fee Shares Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Company’s Common Stock. The Commitment Fee Shares shall be deemed fully earned as of the Effective Date, regardless of the amount or number of Loans made hereunder;”.

Commitment Fee Shares. The Company shall pay to Buyer, as a commitment fee, Txx Xxxxxxx Xxxxx Xxxxxxxx xxx Xx/000 Xxxxxx Xxxxxx Six Hundred Five Thousand and No/100 United States Dollars (US$250,000.00605,000.00) (the “Commitment Fee”) by issuing to Buyer that number of shares of the Company’s Common Stock equal to such amount at a per share price of $0.01amount. It is agreed that the number of shares of Common Stock issuable to Buyer under this Section 4(o) shall be 25,000,000 605,000 (the “Commitment Fee Shares”). The Commitment Fee Shares are issuable by the Company’s Company shall instruct its transfer agent (the “Transfer Agent”) in three to (3i) certificates issue one (1) certificate or book entry statements, in two certificates statement representing 6,250,000 of the 275,000 Commitment Fee Shares issuable to the Buyer immediately upon the Company’s execution of this Agreement Agreement, and an additional (ii) issue one (1) certificate or book entry statement representing 12,500,000 shares issuable 330,000 Commitment Fee Shares, and shall cause its Transfer Agent to deliver such certificates or book entry statements to Buyer within five (5) Business Days from the Holder not later than November 8th, 2021date of issuance. The Buyer shall never be in possession of an amount of Common Stock greater than 4.99% of the issued and outstanding Common Stock of the Company provided, however that this ownership restriction described in this Section may be waived by Buyer, in whole or in part, upon 61 days’ prior written notice. In the event such certificates certificate representing the Commitment Fee Shares issuable hereunder shall not be delivered to the BuyerBuyer within said three (3) Business Day period, same shall be an immediate default under this Agreement Agreement, this Agreement, the Notes, the Warrant and any other documents or agreements executed in connection with the other transactions contemplated hereunder (the “Transaction Documents”). The Commitment Fee Shares and Warrant Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Company’s Common Stock. The Commitment Fee Shares and Warrant Shares shall be deemed fully earned as of the Effective Datedate hereof, regardless of the amount or number of Loans loans made hereunder;”under the Note.

Commitment Fee Shares. The Company shall pay to Buyer, as a commitment fee, Txx Xxxxxxx Xxxxx Xxxxxxxx xxx Xx/000 Xxxxxx Xxxxxx One Hundred Fifteen Thousand and No/100 United States Dollars (US$250,000.00115,000.00) (the “Commitment Fee”) by issuing to Buyer that number of shares of the Company’s Common Stock equal to such amount at a per share price of $0.01amount. It is agreed that the number of shares of Common Stock issuable to Buyer under this Section 4(o) shall be 25,000,000 with respect to the Commitment Fee, 328,571 (the “Commitment Fee Shares”). The Commitment Fee Shares are issuable by the Company’s Company shall instruct its transfer agent (the “Transfer Agent”) in three to issue one (31) certificates certificate or book entry statementsstatement, in two certificates representing 6,250,000 of the Commitment Fee Shares issuable to the Buyer Buyer, immediately upon the Company’s execution of this Agreement Agreement, and an additional shall cause its Transfer Agent to deliver such certificate representing 12,500,000 shares issuable or book entry statement to Buyer within five (5) Business Days from the Holder not later than November 8th, 2021date hereof. The Buyer shall never be in possession of an amount of Common Stock greater than 4.999.99% of the issued and outstanding Common Stock of the Company provided, however that this ownership restriction described in this Section may be waived by Buyer, in whole or in part, upon 61 days’ prior written notice. In the event such certificates any certificate or book entry representing the Commitment Fee Shares issuable hereunder shall not be delivered to the BuyerBuyer within the applicable five (5) Business Day period, same shall be an immediate default under this Agreement Agreement, the Note and any other documents or agreements executed in connection with the other transactions contemplated hereunder (the “Transaction Documents”). The Commitment Fee Shares Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Company’s Common Stock. The Commitment Fee Shares shall be deemed fully earned as of the Effective Date, regardless of the amount or number of Loans made hereunder;”date hereof.

Commitment Fee Shares. The Company shall pay to Buyer, as a commitment fee, Txx Xxxxxxx Xxxxx Xxxxxxxx xxx Xx/000 Xxxxxx Xxxxxx Three Hundred Twenty-Five Thousand and No/100 United States Dollars (US$250,000.00325,000.00) (the “Commitment Fee”) by issuing to Buyer that number of 1,300,000 shares of the Company’s Common Stock equal to such amount at a price per share price of $0.01. It is agreed that the number of shares of Common Stock issuable to Buyer under this Section 4(o) shall be 25,000,000 0.25 (the “Commitment Fee Shares”)) and in addition, upon closing. The Commitment Fee Shares are issuable by the Company’s Company shall instruct its transfer agent (the “Transfer Agent”) in three (3) certificates to issue a certificate or book entry statements, in two certificates statement representing 6,250,000 of the Commitment Fee Shares issuable to the Buyer immediately upon the Company’s execution of this Agreement and an additional certificate representing 12,500,000 shares issuable shall cause its Transfer Agent to the Holder not later than November 8th, 2021deliver such certificates or book entry statements to Buyer. The Buyer shall never be in possession of an amount of Common Stock greater than 4.99% of the issued and outstanding Common Stock of the Company provided, however that this ownership restriction described in this Section may be waived by Buyer, in whole or in part, upon 61 days’ prior written notice. In the event such certificates or book entry statement representing the Commitment Fee Shares issuable hereunder shall not be delivered to the Buyer, same Buyer it shall be an immediate default under this Agreement Section 3.2 of the Note and the other Transaction Documents. The Commitment Fee Shares and Warrant Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Company’s Common Stock. The Commitment Fee Shares and the Commitment Fee Warrants shall be deemed fully earned as of the Effective Date, regardless of the amount or number of Loans made hereunder;”.

Commitment Fee Shares. The Company shall pay to Buyer, as a commitment fee, Txx Xxxxxxx Xxxxx Xxxxxxxx xxx Xx/000 Xxxxxx Xxxxxx Three Hundred and Twenty Two Thousand Five Hundred and No/100 United States Dollars (US$250,000.00322,500.00), which such fee shall be reduced to One Hundred and Thirty Five Thousand and No/100 United States Dollars ($135,000) on in the event that the Note has been repaid in full (including accrued and unpaid interest) on or prior to the date that is six months from the date hereof (the “Commitment Fee”) by issuing to Buyer that number of shares of the Company’s Common Stock equal to such amount at a per share price of $0.01amount. It is agreed that the number of shares of Common Stock issuable to Buyer under this Section 4(o) shall be 25,000,000 1,290,000 (the “Commitment Fee Shares”). The Commitment Fee Shares are issuable by the Company’s Company shall instruct its transfer agent (the “Transfer Agent”) in three to issue one (31) certificates certificate or book entry statements, in two certificates statement representing 6,250,000 of the 541,800 Commitment Fee Shares and one (1) certificate or book entry statement representing 748,200 Commitment Fee Shares issuable to the Buyer immediately upon the Company’s execution of this Agreement Agreement, and an additional certificate representing 12,500,000 shares issuable shall cause its Transfer Agent to deliver such certificates or book entry statements to Buyer within ten (10) Business Days from the Holder not later than November 8th, 2021Effective Date. The Buyer shall never be in possession of an amount of Common Stock greater than 4.99% of the issued and outstanding Common Stock of the Company provided, however that this ownership restriction described in this Section may be waived by Buyer, in whole or in part, upon 61 days’ prior written notice. In the event such certificates certificate representing the Commitment Fee Shares issuable hereunder shall not be delivered to the BuyerBuyer within said ten (10) Business Day period, same shall be an immediate default under this Agreement Agreement, this Agreement, the Notes, the Warrant and any other documents or agreements executed in connection with the other transactions contemplated hereunder (the “Transaction Documents”). The Commitment Fee Shares and Warrant Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Company’s Common Stock. The Commitment Fee Shares and the Commitment Fee Warrants shall be deemed fully earned as of the Effective Date, regardless of the amount or number of Loans made hereunder;”.

Commitment Fee Shares. The Company shall pay to Buyer, as a commitment fee, Txx Xxxxxxx Xxxxx Xxxxxxxx xxx Xx/000 Xxxxxx Xxxxxx Dollars (US$250,000.00) (the “Commitment Fee”) by issuing to Buyer that number of shares of the Company’s Common Stock equal to such amount at a per share price of $0.01. It is agreed that the number of shares of Common Stock issuable to Buyer under this Section 4(o) at Closing shall be 25,000,000 2,500,000 shares (the “Commitment Fee Shares”). The Commitment Fee Shares are issuable by the Company’s Company shall instruct its transfer agent (the “Transfer Agent”) in three at Closing to issue at Closing one (31) certificates certificate or book entry statements, in two certificates statement representing 6,250,000 of the 2,500,000 Commitment Fee Shares issuable to the Buyer immediately upon the Company’s execution of this Agreement and an additional certificate representing 12,500,000 shares issuable to the Holder not later than November 8th, 2021Shares. The Buyer shall never be in possession of an amount of Common Stock greater than 4.999.99% of the issued and outstanding Common Stock of the Company provided, however that (A) this ownership restriction described in this Section may be maybe waived by Buyer, in whole or in part, upon 61 days’ ' prior written notice, (B) advise the Company not to issue such shares until such time as Buyer’s ownership is less than 9.99% or (C) upon request by Buyer, the Company shall issue pre-funded warrants providing the Buyer with the same economic benefits as if the shares had been issued to it. In the event such certificates any certificate or book entry representing the Commitment Fee Shares issuable hereunder shall not be delivered to the BuyerBuyer within the applicable five (5) Business Day period, same shall be an immediate default under this Agreement Agreement, the Note and any other documents or agreements executed in connection with the other transactions contemplated hereunder (the “Transaction Documents”). The Commitment Fee Shares Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Company’s 's Common Stock. The Commitment Fee Shares shall be deemed fully earned as of the Effective Date, regardless of the amount or number of Loans made hereunder;”date hereof.

Commitment Fee Shares. The Company shall pay to Buyer, (i) as a commitment fee, Txx Xxxxxxx Xxxxx Xxxxxxxx xxx Xx/000 Xxxxxx Xxxxxx Three Hundred Ninety Thousand and No/100 United States Dollars (US$250,000.00390,000.00) (the “Commitment Fee”) by issuing to Buyer that number of shares of the Company’s Common Stock equal to such amount at a per share price of $0.01amount. It is agreed that the number of shares of Common Stock issuable to Buyer under this Section 4(o) shall be 25,000,000 5,571,429 (the “Commitment Fee Shares”). The , reflecting a price per Commitment Fee Share of $0.07; provided, that if the Company issues any shares of Common Stock at a price per share of less than $0.07 prior to the end of the Adjustment Period (as defined below), the Company will issue to Buyer additional Commitment Fee Shares are issuable by such that the Company’s transfer agent price per share of the aggregate amount of Commitment Fee Shares (including such additional Commitment Fee Shares) equals such lower price per share. The Company shall instruct the “Transfer Agent”) in three Agent to issue two (32) certificates or book entry statements, in two certificates the amounts of 2,571,429 shares of Common Stock and 3,000,000 shares of Common Stock representing 6,250,000 of the Commitment Fee Shares issuable to the Buyer immediately upon the Company’s execution of this Agreement Agreement, and an additional certificate representing 12,500,000 shares issuable shall cause the Transfer Agent to deliver such certificates or book entry statements to Buyer within five (5) business days from the Holder not later than November 8th, 2021Effective Date. The Buyer shall never be in possession of an amount of Common Stock greater than 4.99% of the issued and outstanding Common Stock of the Company provided, however that this ownership restriction described in this Section may be waived by Buyer, in whole or in part, upon 61 sixty-one (61) days’ prior written notice. In the event such certificates any certificate or book entry representing the Commitment Fee Shares issuable hereunder shall not be delivered to the BuyerBuyer within the applicable five (5) business day period, same shall be an immediate default under this Agreement and the other Transaction Documents. The Commitment Fee Shares Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Company’s Common Stock. The Commitment Fee Shares shall be deemed fully earned as of the Effective Date, regardless of the amount or number of Loans made hereunder;”.

Commitment Fee Shares. The Company shall pay to Buyer, as a commitment fee, Txx Xxxxxxx Xxxxx Xxxxxxxx xxx Xx/000 Xxxxxx Xxxxxx One Hundred and Seven Thousand Five Hundred and No/100 United States Dollars (US$250,000.00107,500.00), which such fee shall be reduced to Forty Five Thousand and No/100 United States Dollars ($45,000) on in the event that the Note has been repaid in full (including accrued and unpaid interest) on or prior to the date that is six months from the date hereof (the “Commitment Fee”) by issuing to Buyer that number of shares of the Company’s Common Stock equal to such amount at a per share price of $0.01amount. It is agreed that the number of shares of Common Stock issuable to Buyer under this Section 4(o) shall be 25,000,000 430,000 (the “Commitment Fee Shares”). The Commitment Fee Shares are issuable by the Company’s Company shall instruct its transfer agent (the “Transfer Agent”) in three to issue one (31) certificates certificate or book entry statements, in two certificates statement representing 6,250,000 of the 180,600 Commitment Fee Shares and one (1) certificate or book entry statement representing 249,400 Commitment Fee Shares issuable to the Buyer immediately upon the Company’s execution of this Agreement Agreement, and an additional certificate representing 12,500,000 shares issuable shall cause its Transfer Agent to deliver such certificates or book entry statements to Buyer within ten (10) Business Days from the Holder not later than November 8th, 2021Effective Date. The Buyer shall never be in possession of an amount of Common Stock greater than 4.99% of the issued and outstanding Common Stock of the Company provided, however that this ownership restriction described in this Section may be waived by Buyer, in whole or in part, upon 61 days’ prior written notice. In the event such certificates certificate representing the Commitment Fee Shares issuable hereunder shall not be delivered to the BuyerBuyer within said ten (10) Business Day period, same shall be an immediate default under this Agreement Agreement, this Agreement, the Notes, the Warrant and any other documents or agreements executed in connection with the other transactions contemplated hereunder (the “Transaction Documents”). The Commitment Fee Shares and Warrant Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Company’s Common Stock. The Commitment Fee Shares and the Commitment Fee Warrants shall be deemed fully earned as of the Effective Date, regardless of the amount or number of Loans made hereunder;”.