Common use of Commitment Shares Clause in Contracts

Commitment Shares. In consideration for the Investor’s execution and delivery of, and agreement to perform under this Agreement, the Company shall cause the Transfer Agent to issue an amount of shares of Common Stock equal to $450,000 divided by the closing price of the Common Stock on the Commitment Shares Determination Date (the “Commitment Shares”) to the Investor as a commitment fee. For the avoidance of doubt, all of the Commitment Shares shall be fully earned as of the Execution Date, and the issuance of the Commitment Shares is not contingent upon any other event or condition, including, without limitation, the Company’s submission of a Purchase Notice to the Investor, the filing of a Registration Statement, and irrespective of any termination of this Agreement. The Company shall include on the Registration Statement filed with the SEC, all Commitment Shares, provided that, in addition to all other remedies at law or in equity or otherwise under this Agreement, failure to timely do so will result in liquidated damages of $450,000, being immediately due and payable to the Investor at its election in the form of cash payment.

Commitment Shares. In consideration for the Investor’s execution and delivery of, and agreement to perform under this Agreement, the Company shall cause the Transfer Agent to issue an amount of shares of Common Stock Ordinary Shares equal to $450,000 375,000 divided by the closing price of the Common Stock Ordinary Shares on the Commitment Shares Determination Date (the “Commitment Shares”) to the Investor as a commitment fee. For the avoidance of doubt, all of the Commitment Shares shall be fully earned as of the Execution Date, and the issuance of the Commitment Shares is not contingent upon any other event or condition, including, without limitation, the Company’s submission of a Purchase Notice to the Investor, the filing of a Registration Statement, and irrespective of any termination of this Agreement. The Company shall include on the Registration Statement filed with the SEC, all Commitment Shares, provided that, in addition to all other remedies at law or in equity or otherwise under this Agreement, failure to timely do so will result in liquidated damages of $450,000375,000, being immediately due and payable to the Investor at its election in the form of cash payment.

Commitment Shares. In consideration for the Investor’s execution and delivery of, and agreement to perform under this Agreement, the Company shall cause the Transfer Agent to issue an amount of shares of Common Stock equal to $450,000 312,500 divided by the closing price of the Common Stock common stock on the Commitment Shares Determination Date (the “Commitment Shares”) to the Investor as a commitment fee. For the avoidance of doubt, all of the Commitment Shares shall be fully earned as of the Execution Date, and the issuance of the Commitment Shares is not contingent upon any other event or condition, including, without limitation, the Company’s submission of a Purchase Notice to the Investor, the filing of a Registration Statement, and irrespective of any termination of this Agreement. The Company shall include on the Registration Statement filed with the SEC, all Commitment Shares, provided that, in addition to all other remedies at law or in equity or otherwise under this Agreement, failure to timely do so will result in liquidated damages of $450,000312,500.00, being immediately due and payable to the Investor at its election in the form of cash payment.

Commitment Shares. In consideration for the Investor’s execution and delivery of, and agreement to perform under this Agreement, the Company shall cause the Transfer Agent to issue an amount of shares of Common Stock Ordinary Shares equal to $450,000 337,500 divided by the closing price of the Common Stock Ordinary Shares on the Commitment Shares Determination Date (the “Commitment Shares”) to the Investor as a commitment fee. For the avoidance of doubt, all of the Commitment Shares shall be fully earned as of the Execution Effective Date, and the issuance of the Commitment Shares is not contingent upon any other event or condition, including, without limitation, the Company’s submission of a Purchase Notice to the Investor, Investor or the filing of a Registration Statement, and irrespective of any termination of this Agreement. The Company shall include on the Registration Statement filed with the SEC, all Commitment Shares, provided that, in addition to all other remedies at law or in equity or otherwise under this Agreement, failure to timely do so will result in liquidated damages of $450,000337,500, being immediately due and payable to the Investor at its election in the form of cash payment.

Commitment Shares. In consideration for the Investor’s execution and delivery of, and agreement to perform under this Agreement, the Company shall cause the Transfer Agent to issue an amount of shares of Common Stock equal to $450,000 150,000 divided by the closing price of the Common Stock on the Commitment Shares Determination Date (the “Commitment Shares”) to the Investor as a commitment fee. For the avoidance of doubt, all of the Commitment Shares shall be fully earned as of the Execution Date, and the issuance of the Commitment Shares is not contingent upon any other event or condition, including, without limitation, the Company’s submission of a Purchase Notice to the Investor, the filing of a Registration Statement, and irrespective of any termination of this Agreement. The Company shall include on the Registration Statement filed with the SEC, all Commitment Shares, provided that, in addition to all other remedies at law or in equity or otherwise under this Agreement, failure to timely do so will result in liquidated damages of $450,000150,000, being immediately due and payable to the Investor at its election in the form of cash payment.