Common use of Commitment Fee Shares Clause in Contracts

Commitment Fee Shares. (i) As a condition to the Commitment Closing, on or prior to the Effective Date the Company shall issue to Investor or its designee, as an estimate of the maximum number of Commitment Fee Shares to which Investor may be or become entitled under this Agreement, 1,633,986 Commitment Fee Shares (representing an estimate of the final number of Commitment Fee Shares that may become payable to Investor hereunder). The Commitment Fee Shares shall be evidenced by a stock certificate titled in the name of Investor or its designee and delivered to the Company’s legal counsel to hold in trust for Investor. The stock certificate shall bear a legend substantially in the form set forth in Section 5.1(b) hereof and, at the Company’s option, an additional legend indicating that such shares are subject to the contractual restrictions set forth in this Agreement. (ii) If the Commitment Fee is paid in cash when due, the certificate for the Commitment Fee Shares issued pursuant to Section 2.2(b)(i) shall be returned to the Company by its legal counsel and cancelled. (iii) If for any reason whatsoever the Commitment Fee or any part thereof is not paid when due as set forth in the definition of “Commitment Fee” in ARTICLE 1 hereof, then the certificate evidencing the Commitment Fee Shares issued to Investor pursuant to Section 2.2(b)(i) shall be delivered to Investor in payment of the unpaid portion of the Commitment Fee. If necessary to make the aggregate number of shares delivered equal to the total Commitment Fee payable divided by the then-applicable Commitment Share Price, on the date the Commitment Fee is first payable, the Company shall deliver to Investor either (A) if more Commitment Fee Shares are required, DWAC Shares (or, if the Company is not then DWAC eligible, a second legend-free certificate) for the balance of the required shares, or (B) if less Commitment Fee Shares are required, DWAC Shares (or, if the Company is not then DWAC eligible, a legend-free replacement certificate) for the total required number of shares and, in such case, the original certificate shall be returned to the Company for cancellation. (iv) Unless the Company has a valid and effective Registration Statement permitting the lawful resale of all previously issued and issuable Commitment Fee Shares and all required Commitment Fee Shares have been previously delivered to Investor pursuant to clause (iii) above, then on the date that any of the Commitment Fee Shares first become Rule 144 Eligible, the Company shall take all steps necessary to have all legends removed from the certificate(s) evidencing such Commitment Fee Shares, including without limitation causing the Company’s legal counsel to issue at the Company’s sole cost and expense any requested opinions to the Transfer Agent, and such Commitment Fee Shares shall be delivered to Investor or its designee on the date that the Commitment Fee is payable pursuant to clause (iii) above as follows: (A) as DWAC shares, if the Company is then DWAC eligible, or (B) if the Company is not then DWAC eligible, in original certificated form bearing no restrictive legend. (v) A number of shares of Common Stock equal to at least the number of Commitment Fee Shares set forth in Section 2.2(b)(i) shall be included in the Registration Statement for potential use in satisfaction of the Commitment Fee. In the event that such number of shares is or becomes insufficient to satisfy the obligation to pay the Commitment Fee in full, the Company shall promptly amend or supplement the Registration Statement to include more shares thereunder, with such amendment or supplement filed sufficiently in advance of the date the Commitment Fee first becomes payable so as to ensure that registered shares are available on such date. (vi) Prior to the date that Investor is entitled to receive the Commitment Fee Shares, neither Investor nor the Company shall be entitled to sell, pledge, assign, or otherwise transfer any of the Commitment Fee Shares represented by the certificate provided for in Section 2.2(b)(i), nor shall Investor be entitled to vote such shares.

Commitment Fee Shares. (i) As a condition to the Commitment Closing, on or prior to the Effective Date the Company shall issue to Investor or its designeeInvestor, as an estimate of the maximum number of Commitment Fee Shares to which Investor may be or become entitled under this Agreement, 1,633,986 10,000,000 Commitment Fee Shares (representing an estimate of the final number of Commitment Fee Shares that may become payable to Investor hereunder)Shares. The Commitment Fee Shares shall be evidenced by a stock certificate titled in the name of Investor or its designee and delivered to the Company’s legal counsel to hold in trust for Investordesignee. The stock certificate shall bear a legend substantially in the form set forth in Section 5.1(b) hereof and, at the Company’s option, an additional legend indicating that such shares are subject to the contractual restrictions set forth in this Agreement. (ii) If the Commitment Fee is paid in cash when due, the certificate for Company fails to pay the Commitment Fee Shares issued pursuant to Section 2.2(b)(i) shall be returned to in cash by offset from the Company by its legal counsel and cancelled. (iii) If proceeds of the first Tranche Amount on the first Tranche Closing Date for any reason whatsoever reason, then on the date that the Commitment Fee or any part thereof is not paid when due as set forth in first becomes payable the definition of “Commitment Fee” in ARTICLE 1 hereof, then legends shall be removed from the stock certificate evidencing the Commitment Fee Shares issued to Investor pursuant to Section 2.2(b)(i) shall be delivered to Investor in payment of the unpaid portion of the Commitment FeeShares. If necessary to make the aggregate number of shares delivered to Investor equal to the total Commitment Fee payable divided by the then-applicable Commitment Share VWAP Price, on the date the Commitment Fee is first payable, payable the Company shall deliver to Investor either (A) if more Commitment Fee Shares shares are required, DWAC Shares (or, if the Company is not then DWAC eligible, a second legend-free certificate) certificate for the balance of the required shares, or (B) if less Commitment Fee Shares shares are required, DWAC Shares (or, if the Company is not then DWAC eligible, a legend-free replacement certificatecertificate for the total required number of shares and, in such case, the original certificate shall be returned to the Company for cancellation. (iii) Notwithstanding clause (ii) above, if by the earlier of (i) the six-month anniversary of the Effective Date, or (ii) the date that the Registration Statement is declared effective by the SEC the Commitment Fee has not yet been paid (whether because the first Tranche Closing has not yet occurred or for any other reason), then on such date the legend shall be removed from the certificate for the Commitment Fee Shares. If necessary to make the aggregate number of shares delivered to Investor equal to the total Commitment Fee divided by the then-applicable Commitment Share VWAP Price, on the date the Commitment Fee is first payable the Company shall deliver to Investor either (A) if more shares are required, a second legend-free certificate for the balance of the required shares, or (B) if less shares are required, a legend-free replacement certificate for the total required number of shares and, in such case, the original certificate shall be returned to the Company for cancellation. (iv) Unless the Company has a valid and effective Registration Statement permitting the lawful resale A total of all previously issued and issuable Commitment Fee Shares and all required Commitment Fee Shares have been previously delivered to Investor pursuant to clause (iii) above, then on the date that any of the Commitment Fee Shares first become Rule 144 Eligible, the Company shall take all steps necessary to have all legends removed from the certificate(s) evidencing such Commitment Fee Shares, including without limitation causing the Company’s legal counsel to issue at the Company’s sole cost and expense any requested opinions to the Transfer Agent, and such Commitment Fee Shares shall be delivered to Investor or its designee on the date that the Commitment Fee is payable pursuant to clause (iii) above as follows: (A) as DWAC shares, if the Company is then DWAC eligible, or (B) if the Company is not then DWAC eligible, in original certificated form bearing no restrictive legend. (v) A number of 10,000,000 shares of Common Stock equal to at least the number of Commitment Fee Shares set forth in Section 2.2(b)(i) shall be included in the Registration Statement for potential use by the Company in satisfaction of the Commitment Fee. In the event Any such shares that such number are registered for resale but are not used in payment of shares is or becomes insufficient to satisfy the obligation to pay the Commitment Fee in full, shall be cancelled by the Company shall promptly amend or supplement the Registration Statement to include more shares thereunder, with such amendment or supplement filed sufficiently in advance of the date the Commitment Fee first becomes payable so as to ensure that registered shares are available on such date. (vi) Company. Prior to the date (if any) that Investor is entitled to receive the Commitment Fee Shareslegend-free certificates, neither Investor nor the Company shall be entitled to sell, pledge, assign, assign or otherwise transfer any of the Commitment Fee Shares represented by the certificate provided for in Section 2.2(b)(i), nor shall Investor be entitled to vote such sharesShares.

Commitment Fee Shares. (i) As a condition to the Commitment Closing, on or prior to the Effective Date the Company shall issue to Investor or its designeeInvestor, as an estimate of the maximum number of Commitment Fee Shares to which Investor may be or become entitled under this Agreement, 1,633,986 19,121,282 Commitment Fee Shares (representing an estimate of the final number of Commitment Fee Shares that may become payable to Investor hereunder)Shares. The Commitment Fee Shares shall be evidenced by a stock certificate certificate, titled in the name of Investor or its designee designee, and delivered to the Company’s legal counsel to hold in trust for Investor. The stock certificate shall bear bearing a legend substantially in the form set forth in Section 5.1(b) hereof and, at the Company’s option, and an additional legend indicating that such shares are subject to the contractual restrictions set forth in this Agreement. (ii) A total of 19,121,282 shares of Common Stock shall be included in the Registration Statement for use by the Company in satisfaction of the Commitment Fee. Any such shares that are registered for resale but are not used in payment of the Commitment Fee shall be cancelled by the Company. (iii) If the Company elects to pay the Commitment Fee in cash, then upon Investor’s receipt of funds the Commitment Fee Shares shall be returned to the Company for cancellation. If the Company elects to pay the Commitment Fee in stock, or if the Company fails to pay the Commitment Fee in cash for any reason, then on the date that the Commitment Fee is paid in cash when duepayable, the legends shall be removed from the certificate for the Commitment Fee Shares issued pursuant to Section 2.2(b)(i) shall be returned to the Company by its legal counsel and cancelled. (iii) If for any reason whatsoever the Commitment Fee or any part thereof is not paid when due as set forth in the definition of “Commitment Fee” in ARTICLE 1 hereof, then the certificate evidencing the Commitment Fee Shares issued to Investor pursuant to Section 2.2(b)(i) shall be delivered to Investor in payment of the unpaid portion of the Commitment FeeShares. If necessary to make the aggregate number of shares delivered to Investor equal to the total Commitment Fee payable divided by the then-applicable Commitment Share VWAP Price, on the date the Commitment Fee is first payable, the Company shall deliver to Investor either (A) if more Commitment Fee Shares shares are required, DWAC Shares (or, if the Company is not then DWAC eligible, a second legend-free certificate) certificate for the balance of the required shares, or (B) if less Commitment Fee Shares shares are required, DWAC Shares (or, if the Company is not then DWAC eligible, a legend-free replacement certificatecertificate for the total required number of shares and, in such case, the original certificate shall be returned to the Company for cancellation. Prior to the date that Investor is entitled to receive legend-free certificates, neither Investor nor the Company shall be entitled to sell, pledge, assign or otherwise transfer any of the Commitment Fee Shares. (iv) If the Commitment Fee has not been paid by the six-month anniversary of the Effective Date (whether because the first Tranche Closing has not occurred or for any other reason), then on such date the legend shall be removed from the certificate for the Commitment Fee Shares. If necessary to make the aggregate number of shares delivered to Investor equal to the total Commitment Fee divided by the then-applicable Commitment Share VWAP Price, on the date the Commitment Fee is payable, the Company shall deliver to Investor (A) if more shares are required, a second legend-free certificate for the balance of the required shares, or (B) if less shares are required, a legend-free replacement certificate for the total required number of shares and, in such case, the original certificate shall be returned to the Company for cancellation. (iv) Unless the Company has a valid and effective Registration Statement permitting the lawful resale of all previously issued and issuable Commitment Fee Shares and all required Commitment Fee Shares have been previously delivered to Investor pursuant to clause (iii) above, then on the date that any of the Commitment Fee Shares first become Rule 144 Eligible, the Company shall take all steps necessary to have all legends removed from the certificate(s) evidencing such Commitment Fee Shares, including without limitation causing the Company’s legal counsel to issue at the Company’s sole cost and expense any requested opinions to the Transfer Agent, and such Commitment Fee Shares shall be delivered to Investor or its designee on the date that the Commitment Fee is payable pursuant to clause (iii) above as follows: (A) as DWAC shares, if the Company is then DWAC eligible, or (B) if the Company is not then DWAC eligible, in original certificated form bearing no restrictive legend. (v) A number of shares of Common Stock equal to at least the number of Commitment Fee Shares set forth in Section 2.2(b)(i) shall be included in the Registration Statement for potential use in satisfaction of the Commitment Fee. In the event that such number of shares is or becomes insufficient to satisfy the obligation to pay the Commitment Fee in full, the Company shall promptly amend or supplement the Registration Statement to include more shares thereunder, with such amendment or supplement filed sufficiently in advance of the date the Commitment Fee first becomes payable so as to ensure that registered shares are available on such date. (vi) Prior to the date that Investor is entitled to receive the Commitment Fee Shares, neither Investor nor the Company shall be entitled to sell, pledge, assign, or otherwise transfer any of the Commitment Fee Shares represented by the certificate provided for in Section 2.2(b)(i), nor shall Investor be entitled to vote such shares.

Commitment Fee Shares. (i) As a condition to the Commitment Closing, on or prior to the Effective Date the Company shall issue to Investor or its designee, as an estimate of the maximum number of Commitment Fee Shares to which Investor may be or become entitled under this Agreement, 1,633,986 1,470,588 Commitment Fee Shares (representing an estimate of the final number of Commitment Fee Shares that may become payable to Investor hereunder)Shares. The Commitment Fee Shares shall be evidenced by a stock certificate titled in the name of Investor or its designee and delivered to the Company’s legal counsel to hold in trust for Investor. The stock certificate shall bear a legend substantially in the form set forth in Section 5.1(b) hereof and, at the Company’s option, an additional legend indicating that such shares are subject to the contractual restrictions set forth in this Agreement. (ii) If the Commitment Fee is paid in cash when due, the certificate for the Commitment Fee Shares issued pursuant to Section 2.2(b)(i) shall be returned to the Company by its legal counsel and cancelled. (iii) If for any reason whatsoever the Commitment Fee or any part thereof is has not paid when due been paid, as set forth in the definition of “Commitment Fee” in ARTICLE 1 hereof, by the earliest of (A) the first Tranche Closing Date, (B) the six-month anniversary of the Effective Date, or (C) the date that the Registration Statement is declared effective by the SEC, then the certificate evidencing the Commitment Fee Shares issued to Investor or its designee in payment of the Commitment Fee pursuant to Section 2.2(b)(i) shall will be delivered to Investor in as full or partial payment of the unpaid portion of the Commitment Fee. If necessary to make the aggregate number of shares delivered to Investor equal to the total Commitment Fee payable divided by the then-applicable Commitment Share VWAP Price, on the date the Commitment Fee is first payable, payable the Company shall deliver to Investor either (AX) if more Commitment Fee Shares shares are required, DWAC Shares (or, if the Company is not then DWAC eligible, a second legend-free certificate) certificate for the balance of the required shares, or (BY) if less Commitment Fee Shares shares are required, DWAC Shares (or, if the Company is not then DWAC eligible, a legend-free replacement certificate) certificate for the total required number of shares and, in such case, the original certificate shall be returned to the Company for cancellation. (iv) Unless the Company has a valid and effective Registration Statement permitting the lawful resale of all previously issued and issuable Commitment Fee Shares and all required the Commitment Fee Shares have been previously delivered to Investor pursuant to clause (iii) above, then on the date that any of the Commitment Fee Shares first become Rule 144 Eligible, the Company shall take all steps necessary to have all the legends removed from the stock certificate(s) evidencing such Commitment Fee Shares, including without limitation causing the Company’s legal counsel to issue at the Company’s sole cost and expense any requested necessary opinions to the Transfer Agent, and unless the Commitment Fee is paid in cash, such Commitment Fee Shares shall be delivered to Investor or its designee on the date that the Commitment Fee is payable pursuant to clause (iii) above as follows: (A) as DWAC shares, if the Company is then DWAC eligible, or (B) if the Company is not then DWAC eligible, then in original certificated form bearing no restrictive legend. (v) A number total of 1,470,588 shares of Common Stock equal to at least the number of Commitment Fee Shares set forth in Section 2.2(b)(i) shall be included in the Registration Statement for potential use by the Company in satisfaction of the Commitment Fee. In the event that such number of shares is or becomes insufficient to satisfy the obligation to pay the Commitment Fee in full, the Company shall promptly amend or supplement the Registration Statement to include more shares thereunder, with such amendment or supplement filed sufficiently in advance of the date the Commitment Fee first becomes payable so as to ensure that registered shares are available on such date. (vi) Prior to the date that Investor is entitled to receive the Commitment Fee Shares, neither Investor nor the Company shall be entitled to sell, pledge, assign, assign or otherwise transfer any of the Commitment Fee Shares represented by the certificate provided for in Section 2.2(b)(i), nor shall Investor be entitled to vote such shares.

Commitment Fee Shares. (i) As a condition to the Commitment Closing, on or prior to the Effective Date the Company shall issue to Investor or its designeeInvestor, as an estimate of the maximum number of Commitment Fee Shares to which Investor may be or become entitled under this Agreement, 1,633,986 19,121,282 Commitment Fee Shares (representing an estimate of the final number of Commitment Fee Shares that may become payable to Investor hereunder)Shares. The Commitment Fee Shares shall be evidenced by a stock certificate certificate, titled in the name of Investor or its designee designee, and delivered to the Company’s legal counsel to hold in trust for Investor. The stock certificate shall bear bearing a legend substantially in the form set forth in Section 5.1(b) hereof and, at the Company’s option, an additional legend indicating that such shares are subject to the contractual restrictions set forth in this Agreement. (ii) A total of 19,121,282 shares of Common Stock shall be included in the Registration Statement for use by the Company in satisfaction of the Commitment Fee. Any such shares that are registered for resale but are not used in payment of the Commitment Fee shall be cancelled by the Company. (iii) If the Company elects to pay the Commitment Fee in cash, then upon Investor’s receipt of funds the Commitment Fee Shares shall be returned to the Company for cancellation. If the Company elects to pay the Commitment Fee in stock, or if the Company fails to pay the Commitment Fee in cash for any reason, then on the date that the Commitment Fee is paid in cash when duepayable, the legends shall be removed from the certificate for the Commitment Fee Shares issued pursuant to Section 2.2(b)(i) shall be returned to the Company by its legal counsel and cancelled. (iii) If for any reason whatsoever the Commitment Fee or any part thereof is not paid when due as set forth in the definition of “Commitment Fee” in ARTICLE 1 hereof, then the certificate evidencing the Commitment Fee Shares issued to Investor pursuant to Section 2.2(b)(i) shall be delivered to Investor in payment of the unpaid portion of the Commitment FeeShares. If necessary to make the aggregate number of shares delivered to Investor equal to the total Commitment Fee payable divided by the then-applicable Commitment Share VWAP Price, on the date the Commitment Fee is first payable, the Company shall deliver to Investor either (A) if more Commitment Fee Shares shares are required, DWAC Shares (or, if the Company is not then DWAC eligible, a second legend-free certificate) certificate for the balance of the required shares, or (B) if less Commitment Fee Shares shares are required, DWAC Shares (or, if the Company is not then DWAC eligible, a legend-free replacement certificatecertificate for the total required number of shares and, in such case, the original certificate shall be returned to the Company for cancellation. Prior to the date that Investor is entitled to receive legend-free certificates, neither Investor nor the Company shall be entitled to sell, pledge, assign or otherwise transfer any of the Commitment Fee Shares. (iv) If the Commitment Fee has not been paid by the six-month anniversary of the Effective Date (whether because the first Tranche Closing has not occurred or for any other reason), then on such date the legend shall be removed from the certificate for the Commitment Fee Shares. If necessary to make the aggregate number of shares delivered to Investor equal to the total Commitment Fee divided by the then-applicable Commitment Share VWAP Price, on the date the Commitment Fee is payable, the Company shall deliver to Investor (A) if more shares are required, a second legend-free certificate for the balance of the required shares, or (B) if less shares are required, a legend-free replacement certificate for the total required number of shares and, in such case, the original certificate shall be returned to the Company for cancellation. (iv) Unless the Company has a valid and effective Registration Statement permitting the lawful resale of all previously issued and issuable Commitment Fee Shares and all required Commitment Fee Shares have been previously delivered to Investor pursuant to clause (iii) above, then on the date that any of the Commitment Fee Shares first become Rule 144 Eligible, the Company shall take all steps necessary to have all legends removed from the certificate(s) evidencing such Commitment Fee Shares, including without limitation causing the Company’s legal counsel to issue at the Company’s sole cost and expense any requested opinions to the Transfer Agent, and such Commitment Fee Shares shall be delivered to Investor or its designee on the date that the Commitment Fee is payable pursuant to clause (iii) above as follows: (A) as DWAC shares, if the Company is then DWAC eligible, or (B) if the Company is not then DWAC eligible, in original certificated form bearing no restrictive legend. (v) A number of shares of Common Stock equal to at least the number of Commitment Fee Shares set forth in Section 2.2(b)(i) shall be included in the Registration Statement for potential use in satisfaction of the Commitment Fee. In the event that such number of shares is or becomes insufficient to satisfy the obligation to pay the Commitment Fee in full, the Company shall promptly amend or supplement the Registration Statement to include more shares thereunder, with such amendment or supplement filed sufficiently in advance of the date the Commitment Fee first becomes payable so as to ensure that registered shares are available on such date. (vi) Prior to the date that Investor is entitled to receive the Commitment Fee Shares, neither Investor nor the Company shall be entitled to sell, pledge, assign, or otherwise transfer any of the Commitment Fee Shares represented by the certificate provided for in Section 2.2(b)(i), nor shall Investor be entitled to vote such shares.

Commitment Fee Shares. (i) As a condition to the Commitment Closing, on or prior to the Effective Date the Company shall issue to Investor or its designee, as an estimate of the maximum number of Commitment Fee Shares to which Investor may be or become entitled under this Agreement, 1,633,986 Commitment Fee Shares (representing an estimate 2,445,688 shares of the final number of Commitment Fee Shares that may become payable to Investor hereunder)Common Stock. The Commitment Fee Shares shall be evidenced by a stock certificate titled in the name of Investor or its designee and delivered to the Company’s legal counsel to hold in trust for Investor. The stock certificate shall bear a legend substantially in the form set forth in Section 5.1(b) hereof and, at the Company’s option, an additional legend indicating that such shares are subject to the contractual restrictions set forth in this Agreement. (ii) If the Commitment Fee is paid in cash when due, the certificate for the Commitment Fee Shares issued pursuant to Section 2.2(b)(i) shall be returned to the Company by its legal counsel and cancelled. (iii) If for any reason whatsoever the Commitment Fee or any part thereof is has not paid when due been paid, as set forth in the definition of “Commitment Fee” in ARTICLE 1 hereof, by the earliest of (A) the first Tranche Closing Date, (B) the six-month anniversary of the Effective Date, or (C) the date that the Registration Statement is declared effective by the SEC, then the certificate evidencing the Commitment Fee Shares issued to Investor or its designee in payment of the Commitment Fee pursuant to Section 2.2(b)(i) shall will be delivered to Investor in as full or partial payment of the unpaid portion of the Commitment Fee. If necessary to make the aggregate number of shares delivered to Investor equal to the total Commitment Fee payable divided by the then-applicable Commitment Share VWAP Price, on the date the Commitment Fee is first payable, payable the Company shall deliver to Investor either (AX) if more Commitment Fee Shares shares are required, DWAC Shares (or, if the Company is not then DWAC eligible, a second legend-free certificate) certificate for the balance of the required sharesCommitment Fee Shares, or (BY) if less Commitment Fee Shares shares are required, DWAC Shares (or, if the Company is not then DWAC eligible, a legend-free replacement certificate) certificate for the total required number of shares Commitment Fee Shares and, in such case, the original certificate shall be returned to the Company by the escrow agent for cancellation. (iv) Unless the Company has a valid and effective Registration Statement permitting the lawful resale of all previously issued and issuable Commitment Fee Shares and all required the Commitment Fee Shares have been previously delivered to Investor pursuant to clause (iii) aboveabove or the Commitment Fee has previously been paid in cash, then on the date that any of the Commitment Fee Shares first become Rule 144 Eligible, the Company shall take all steps necessary to have all the legends removed from the stock certificate(s) evidencing such Commitment Fee Shares, including without limitation causing the Company’s legal counsel to issue at the Company’s sole cost and expense any requested necessary opinions to the Transfer Agent, and unless the Commitment Fee is paid in cash, such Commitment Fee Shares shall be delivered to Investor or its designee on the date that the Commitment Fee is payable pursuant to clause (iii) above as follows: (A) as DWAC shares, if the Company is then DWAC eligible, or (B) if the Company is not then DWAC eligible, then in original certificated form bearing no restrictive legend. (v) A number total of 2,500,000 shares of Common Stock equal to at least the number of Commitment Fee Shares set forth in Section 2.2(b)(i) shall be included in the Registration Statement for potential use by the Company in satisfaction of the Commitment Fee. In the event that such number of shares is or becomes insufficient to satisfy the obligation to pay the Commitment Fee in fullFee, the Company shall promptly amend or supplement the Registration Statement to include more shares thereunder, with such amendment or supplement filed sufficiently in advance of the date the Commitment Fee first becomes payable so as to ensure that registered shares are available on such date. (vi) . Prior to the date that Investor is entitled to receive the Commitment Fee Shares, neither Investor nor the Company shall be entitled to sell, pledge, assign, assign or otherwise transfer any of the Commitment Fee Shares represented by the certificate provided for in Section 2.2(b)(i), nor shall Investor be entitled to vote such shares.

Commitment Fee Shares. (i) As a condition to the Commitment Closing, on or prior to the Effective Date the Company shall issue to Investor or its designeeInvestor, as an estimate of the maximum number of Commitment Fee Shares to which Investor may be or become entitled under this Agreement, 1,633,986 10,000,000 Commitment Fee Shares (representing an estimate of the final number of Commitment Fee Shares that may become payable to Investor hereunder)Shares. The Commitment Fee Shares shall be evidenced by a stock certificate delivered to Investor and titled in the name of Investor or its designee and delivered to the Company’s legal counsel to hold in trust for Investordesignee. The stock certificate shall bear a legend substantially in the form set forth in Section 5.1(b) hereof and, at the Company’s option, an additional legend indicating that such shares are subject to the contractual restrictions set forth in this Agreement. (ii) If the Commitment Fee is paid in cash when due, the certificate for the Commitment Fee Shares issued to Investor pursuant to Section 2.2(b)(i) shall be returned by Investor to the Company by its legal counsel and cancelledCompany. (iii) If for any reason whatsoever the Commitment Fee has not been paid by the earliest of (i) the first Tranche Closing Date, (ii) the six-month anniversary of the Effective Date, or any part thereof (iii) the date that the Registration Statement is not paid when due as set forth in declared effective by the definition of “Commitment Fee” in ARTICLE 1 hereofSEC, then the certificate evidencing the Commitment Fee Shares issued to Investor pursuant to Section 2.2(b)(i) shall will be delivered to retained by Investor in as final payment of the unpaid portion of Commitment Fee and, on such date, the Commitment Feelegends shall be removed from the stock certificate evidencing such shares. If necessary to make the aggregate number of shares delivered to Investor equal to the total Commitment Fee payable divided by the then-applicable Commitment Share VWAP Price, on the date the Commitment Fee is first payable, payable the Company shall deliver to Investor either (A) if more Commitment Fee Shares shares are required, DWAC Shares (or, if the Company is not then DWAC eligible, a second legend-free certificate) certificate for the balance of the required shares, or (B) if less Commitment Fee Shares shares are required, DWAC Shares (or, if the Company is not then DWAC eligible, a legend-free replacement certificate) certificate for the total required number of shares and, in such case, the original certificate shall be returned to the Company for cancellation. (iv) Unless the Company has a valid and effective Registration Statement permitting the lawful resale A total of all previously issued and issuable Commitment Fee Shares and all required Commitment Fee Shares have been previously delivered to Investor pursuant to clause (iii) above, then on the date that any of the Commitment Fee Shares first become Rule 144 Eligible, the Company shall take all steps necessary to have all legends removed from the certificate(s) evidencing such Commitment Fee Shares, including without limitation causing the Company’s legal counsel to issue at the Company’s sole cost and expense any requested opinions to the Transfer Agent, and such Commitment Fee Shares shall be delivered to Investor or its designee on the date that the Commitment Fee is payable pursuant to clause (iii) above as follows: (A) as DWAC shares, if the Company is then DWAC eligible, or (B) if the Company is not then DWAC eligible, in original certificated form bearing no restrictive legend. (v) A number of 10,000,000 shares of Common Stock equal to at least the number of Commitment Fee Shares set forth in Section 2.2(b)(i) shall be included in the Registration Statement for potential use by the Company in satisfaction of the Commitment Fee. In the event Any such shares that such number are registered for resale but are not used in payment of shares is or becomes insufficient to satisfy the obligation to pay the Commitment Fee in full, shall be cancelled by the Company shall promptly amend or supplement the Registration Statement to include more shares thereunder, with such amendment or supplement filed sufficiently in advance of the date the Commitment Fee first becomes payable so as to ensure that registered shares are available on such date. (vi) Company. Prior to the date that Investor is entitled to receive the Commitment Fee Shareslegend-free certificates, neither Investor nor the Company shall be entitled to sell, pledge, assign, assign or otherwise transfer any of the Commitment Fee Shares represented by the certificate provided for in Section 2.2(b)(i), nor shall Investor be entitled to vote such the shares.