Common use of Commitment Shares Clause in Contracts

Commitment Shares. On or before the Closing Date, Borrower shall pay to the Lender a fee for corporate advisory and investment banking services by issuing to the Lender that number of shares of the Borrower’s Common Stock (the “Commitment Shares”) equal to a dollar amount of Xxx Xxxxxxx Xxxxx Xxxxxxxx xxx Xx/000 Xxxxxx Xxxxxx Dollars (US$150,000) (the “Share Value”). The Borrower shall instruct its transfer agent to issue certificates representing the Commitment Shares issuable to the Lender immediately upon the Borrower’s execution of this Agreement, and shall cause its transfer agent to deliver such certificates to the Lender within three (3) Business Days of the Closing Date. In the event such certificates representing the Commitment Shares issuable hereunder shall not be delivered to the Lender within said three (3) Business Day period, same shall be an immediate default under this Agreement and the other Loan Documents. The Commitment Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Borrower’s Common Stock. The Commitment Shares are and shall be deemed fully earned in connection with the corporate advisory and investment banking services provided by the Lender to the Company prior to the Effective Date. At such time as the Commitment Shares are able to have the restrictive legend removed pursuant to applicable law, the Borrower shall pay any and all expenses incurred or to be incurred by the Lender in connection with having the restrictive legend removed from the share certificates evidencing said Commitment Shares, including, but not limited to, any expense incurred or to be incurred by the Lender in order to have a legal opinion of counsel issued after the Closing Date. Notwithstanding anything which may be contained herein to the contrary, at any time while the Commitment Shares remain unsold in the possession of the Lender, the Borrower may redeem any unsold Commitment Shares, or any portion thereof, for a price equal to the Share Value or, if applicable, that fractional portion of the Share Value equal to the fraction of the Commitment Shares which remains unsold in the possession of the Lender as of the date of such request for redemption.

Commitment Shares. On or before the Closing Datedate of this Agreement, Borrower the Company shall pay issue to the Lender a fee for corporate advisory Transfer Agent (and investment banking services by issuing any subsequent transfer agent) irrevocable instructions, in the form agreed to prior to the Lender that number date hereof (the "Irrevocable Transfer Agent Instructions"), to issue the Commitment Shares in accordance with the terms of shares this Agreement. All Commitment Shares to be issued to or for the benefit of the Borrower’s Common Stock (the “Commitment Investor pursuant to this Agreement shall be issued as DWAC Shares”) equal to a dollar amount of Xxx Xxxxxxx Xxxxx Xxxxxxxx xxx Xx/000 Xxxxxx Xxxxxx Dollars (US$150,000) (the “Share Value”). The Borrower shall instruct its transfer agent to issue certificates book-entry statement(s) representing the Commitment Shares issuable shall bear the following restrictive legend (the “Restrictive Legend”) and no other legend whatsoever: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, UNLESS SOLD PURSUANT TO: (1) RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (2) AN OPINION OF HOLDER’S COUNSEL, IN A CUSTOMARY FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS. The Company warrants to the Lender immediately upon Investor that, while the Borrower’s execution of Agreement is effective, no instruction other than the Irrevocable Transfer Agent Instructions referred to in this AgreementSection 6 will be given by the Company to the Transfer Agent with respect to the Commitment Shares, and the Commitment Shares shall cause its transfer agent to deliver such certificates to otherwise be freely transferable on the Lender within three books and records of the Company. The Company agrees that, following the effective date of the initial Registration Statement, it will, no later than two (32) Business Days following the delivery by the Investor to the Company or the Transfer Agent of a certificate representing any Commitment Shares issued with the Closing Date. In Restrictive Legend (or, in the event such certificates representing case of Commitment Shares represented by book entries, delivery by the Investor to the Company or the Company’s transfer agent of a legend removal request) cause the Commitment Shares issuable hereunder shall not to be delivered to the Lender within said three Investor’s or its designee’s specified Deposit/Withdrawal at Custodian (3DWAC) Business Day period, same shall be an immediate default account with DTC under this Agreement and the other Loan Documents. The Commitment its Fast Automated Securities Transfer (FAST) Program as DWAC Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Borrower’s Common Stock. The Commitment Shares are and shall be deemed fully earned in connection with the corporate advisory and investment banking services provided by the Lender to the Company prior to the Effective Date. At such time as the Commitment Shares are able to have the restrictive legend removed pursuant to applicable law, the Borrower shall pay any and all expenses incurred or to be incurred by the Lender in connection with having the restrictive legend removed from the share certificates evidencing said Commitment Shares, including, but not limited to, any expense incurred or to be incurred by the Lender in order to have a legal opinion of counsel issued after the Closing Date. Notwithstanding anything which may be contained herein to the contrary, at any time while the Commitment Shares remain unsold in the possession of the Lender, the Borrower may redeem any unsold Commitment Shares, or any portion thereof, for a price equal to the Share Value or, if applicable, that fractional portion of the Share Value equal to the fraction of the Commitment Shares which remains unsold in the possession of the Lender as of the date of such request for redemption.

Commitment Shares. On or before In consideration for the Investor’s execution and delivery of this Agreement, concurrently with the execution and delivery of this Agreement on the Closing Date, Borrower the Company shall pay deliver irrevocable instructions to the Lender a fee for corporate advisory and investment banking services by issuing to the Lender that number of shares of the Borrower’s Common Stock (the “Commitment Shares”) equal to a dollar amount of Xxx Xxxxxxx Xxxxx Xxxxxxxx xxx Xx/000 Xxxxxx Xxxxxx Dollars (US$150,000) (the “Share Value”). The Borrower shall instruct its transfer agent to issue certificates representing the Commitment Shares issuable to the Lender Investor, not later than 4:00 p.m. (New York City time) on the second Trading Day immediately upon the Borrower’s execution of this Agreement, and shall cause its transfer agent to deliver such certificates to the Lender within three (3) Business Days of following the Closing Date. In the event such certificates , a certificate representing the Initial Commitment Shares issuable hereunder shall not be delivered to in the Lender within said three (3) Business Day period, same shall be an immediate default under this Agreement and the other Loan Documents. The Commitment Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares name of the Borrower’s Common Stock. The Commitment Shares are and Investor or its designee (in which case such designee name shall be deemed fully earned in connection with the corporate advisory and investment banking services have been provided by the Lender to the Company prior to the Effective Closing Date). At such time as Such certificate shall be delivered to the Investor by overnight courier at its address set forth in Section 10.4 hereof. For the avoidance of doubt, all of the Initial Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Draw Downs are able issued by the Company or settled hereunder. Upon issuance, the Initial Commitment Shares shall constitute “restricted securities” as such term is defined in Rule 144(a)(3) under the Securities Act and, subject to have the provisions of subsection (iv) of this Section 10.1, the certificate representing the Initial Commitment Shares shall bear the restrictive legend removed set forth below in subsection (iii) of this Section 10.1. In addition, not later than 4:00 p.m. (New York City time) on the Trading Day immediately following the Effective Date, the Company shall, or shall cause its transfer agent to, electronically transfer to the Investor the Additional Commitment Shares by crediting the Investor’s or its designees’ account (provided the Investor shall have given the Company written notice of such designee prior to the Effective Date) at DTC through its Deposit/Withdrawal at Custodian (DWAC) system, which Additional Commitment Shares shall be freely tradable and transferable and without restriction on resale pursuant to applicable law, the Borrower shall pay any and all expenses incurred or to be incurred by the Lender in connection with having the restrictive legend removed from the share certificates evidencing said Registration Statement. “Additional Commitment Shares” shall mean a number of shares of duly authorized, includingvalidly issued, but not limited tofully paid and nonassessable shares of Common Stock (which shall be appropriately adjusted for any stock splits, any expense incurred stock combinations, stock dividends, recapitalizations and other similar transactions that occur on or to be incurred by the Lender in order to have a legal opinion of counsel issued after the Closing Date. Notwithstanding anything which may be contained herein date of this Agreement), rounded up to the contrarynearest whole share, at any time while the Commitment Shares remain unsold in the possession of the Lender, the Borrower may redeem any unsold Commitment Shares, or any portion thereof, for a price equal to the Share Value orgreater of (I) zero and (II) the difference of (i) the quotient of (x) $150,000 divided by (y) the greater of (A) the Effective Date Market Price and (B) $0.006, if applicableless (ii) 9,109,128; provided, however, that fractional portion in no event shall the Company issue more than an aggregate of 15,890,872 shares of Common Stock (subject to adjustment for any stock splits, stock combinations, stock dividends, recapitalizations and other similar transactions that occur on or after the date of this Agreement) as Additional Commitment Shares pursuant to this Agreement. For the avoidance of doubt, all of the Share Value equal to the fraction of the Additional Commitment Shares which remains unsold in the possession of the Lender shall be fully earned as of the date such shares are required to be issued to the Investor under this Agreement, regardless of such request for redemptionwhether any Draw Downs are issued by the Company or settled hereunder. The Initial Commitment Shares and the Additional Commitment Shares shall constitute Registrable Securities and shall be included in the Registration Statement in accordance with the terms of the Registration Rights Agreement.

Commitment Shares. On or before the Closing Datedate of this Agreement, Borrower the Company shall pay issue to the Lender a fee for corporate advisory Transfer Agent (and investment banking services by issuing any subsequent transfer agent) irrevocable instructions, in the form agreed to prior to the Lender that number of shares of the Borrower’s Common Stock date hereof (the “Commitment Shares”) equal to a dollar amount of Xxx Xxxxxxx Xxxxx Xxxxxxxx xxx Xx/000 Xxxxxx Xxxxxx Dollars (US$150,000) (the “Share ValueIrrevocable Transfer Agent Instructions”), to issue the Commitment Shares in accordance with the terms of this Agreement. The Borrower shall instruct its transfer agent to issue certificates book-entry statement(s) representing the Commitment Shares issuable shall bear the following restrictive legend (the “Restrictive Legend”) and no other legend whatsoever: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, UNLESS SOLD PURSUANT TO: (1) RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (2) AN OPINION OF HOLDER’S COUNSEL, IN A CUSTOMARY FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS. The Company warrants to the Lender immediately upon Investor that, while the Borrower’s execution of Agreement is effective, no instruction other than the Irrevocable Transfer Agent Instructions referred to in this AgreementSection 6 will be given by the Company to the Transfer Agent with respect to the Commitment Shares, and the Commitment Shares shall cause its transfer agent to deliver such certificates to otherwise be freely transferable on the Lender within three books and records of the Company. The Company agrees that, following the effective date of the initial Registration Statement, it will, no later than two (32) Business Days following the delivery by the Investor to the Company or the Transfer Agent of a certificate representing any Commitment Shares issued with the Closing Date. In Restrictive Legend (or, in the event such certificates representing case of Commitment Shares represented by book entries, delivery by the Investor to the Company or the Company’s transfer agent of a legend removal request) cause the Commitment Shares issuable hereunder shall not to be delivered to the Lender within said three Investor’s or its designee’s specified Deposit/Withdrawal at Custodian (3DWAC) Business Day period, same shall be an immediate default account with DTC under this Agreement and the other Loan Documents. The Commitment its Fast Automated Securities Transfer (FAST) Program as DWAC Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Borrower’s Common Stock. The Commitment Shares are and shall be deemed fully earned in connection with the corporate advisory and investment banking services provided by the Lender to the Company prior to the Effective Date. At such time as the Commitment Shares are able to have the restrictive legend removed pursuant to applicable law, the Borrower shall pay any and all expenses incurred or to be incurred by the Lender in connection with having the restrictive legend removed from the share certificates evidencing said Commitment Shares, including, but not limited to, any expense incurred or to be incurred by the Lender in order to have a legal opinion of counsel issued after the Closing Date. Notwithstanding anything which may be contained herein to the contrary, at any time while the Commitment Shares remain unsold in the possession of the Lender, the Borrower may redeem any unsold Commitment Shares, or any portion thereof, for a price equal to the Share Value or, if applicable, that fractional portion of the Share Value equal to the fraction of the Commitment Shares which remains unsold in the possession of the Lender as of the date of such request for redemption.

Commitment Shares. On or before Concurrently with the Closing Dateexecution and delivery of this Agreement, Borrower in consideration for the Investor’s execution and delivery of this Agreement, the Company shall pay issue to the Lender Investor a fee for corporate advisory and investment banking services by issuing to the Lender that number of shares of the Borrower’s restricted Common Stock (the “Commitment Shares”) having a value equal to 2% of the Maximum Offering Amount and a dollar amount number of Xxx Xxxxxxx Xxxxx Xxxxxxxx xxx Xx/000 Xxxxxx Xxxxxx Dollars (US$150,000) shares of restricted Common Stock (the “Share ValueFee Shares”)) having a value equal to $20,000, in each case based upon a deemed valuation per share equal to 96% of the VWAP of the Company’s Common Stock for the 5 trading days immediately preceding the issuance date of such shares. The Borrower Concurrently with the execution and delivery of this Agreement, the Company shall instruct deliver irrevocable Transfer Agent Instructions to its transfer agent to issue certificates to the Investor, not later than 4:00 p.m. (New York City time) on the second Trading Day immediately following the Commitment Closing Date, a certificate representing the Commitment Shares issuable to and a certificate representing the Lender immediately upon Fee Shares, each in the Borrower’s execution of this Agreement, and shall cause its transfer agent to deliver such certificates to the Lender within three (3) Business Days name of the Closing Date. In the event Investor or its designee (in which case such certificates representing the Commitment Shares issuable hereunder designee’s name shall not be delivered to the Lender within said three (3) Business Day period, same shall be an immediate default under this Agreement and the other Loan Documents. The Commitment Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Borrower’s Common Stock. The Commitment Shares are and shall be deemed fully earned in connection with the corporate advisory and investment banking services have been provided by the Lender to the Company prior to the Effective Date. At Commitment Closing Date and such time as the Commitment Shares are able to designee shall have the restrictive legend removed pursuant to applicable law, the Borrower shall pay any executed and all expenses incurred or to be incurred by the Lender in connection with having the restrictive legend removed from the share certificates evidencing said Commitment Shares, including, but not limited to, any expense incurred or to be incurred by the Lender in order to have a legal opinion of counsel issued after the Closing Date. Notwithstanding anything which may be contained herein delivered to the contraryCompany an Investment Letter in substantially the form attached hereto as Annex 9.10), at any time while in consideration for the Commitment Shares remain unsold in the possession Investor’s execution and delivery of the Lender, the Borrower may redeem any unsold Commitment Shares, or any portion thereof, for a price equal this Agreement. Such certificate shall be delivered to the Share Value orInvestor by overnight courier at its address set forth in Section 9.12 hereof. For the avoidance of doubt, if applicable, that fractional portion of the Share Value equal to the fraction all of the Commitment Shares which remains unsold in the possession of the Lender and Fee Shares shall be fully earned as of the date Commitment Closing Date regardless of whether any Puts are issued by the Company or settled hereunder. Upon issuance, the Commitment Shares and the Fee Shares shall constitute “restricted securities” as such request for redemptionterm is defined in Rule 144(a)(3) under the Securities Act and, subject to the provisions of subsection (iv) of this Section 9.10, the certificate(s) representing the Commitment Shares and the Fee Shares shall bear the restrictive legend set forth below in subsection (iii) of this Section 9.10. The Commitment Shares and the Fee Shares shall constitute Registrable Securities and shall be included in the Registration Statement in accordance with the terms of the Registration Rights Agreement.

Commitment Shares. On or before Upon the Closing DateClosing, Borrower the Company shall pay issue to the Lender a fee for corporate advisory Transfer Agent (and investment banking services by issuing any subsequent transfer agent) irrevocable instructions, in the form agreed to prior to the Lender that number of shares of the Borrower’s Common Stock date hereof (the “Irrevocable Transfer Agent Instructions”), to issue the Commitment Shares in accordance with the terms of this Agreement. All Commitment Shares to be issued to or for the benefit of the Investor pursuant to this Agreement shall be issued as DWAC Shares or book entry, as appropriate. The Company warrants to the Investor that, while the Agreement is effective, no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 6 will be given by the Company to the Transfer Agent with respect to the Commitment Shares”, and the Commitment Shares shall otherwise be freely transferable on the books and records of the Company. Notwithstanding anything to the contrary in this Section 6, to the extent the Commitment Shares are issued prior to the effectiveness of the Registration Statement, the certificate or book-entry statement(s) equal to a dollar amount of Xxx Xxxxxxx Xxxxx Xxxxxxxx xxx Xx/000 Xxxxxx Xxxxxx Dollars (US$150,000) (the “Share Value”). The Borrower shall instruct its transfer agent to issue certificates representing the Commitment Shares issuable to shall bear the Lender immediately upon the Borrower’s execution of this Agreementfollowing restrictive legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, and shall cause its transfer agent to deliver such certificates to the Lender within three AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, UNLESS SOLD PURSUANT TO: (31) Business Days of the Closing Date. In the event such certificates representing the Commitment Shares issuable hereunder shall not be delivered to the Lender within said three RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (32) Business Day periodAN OPINION OF HOLDER’S COUNSEL, same shall be an immediate default under this Agreement and the other Loan Documents. The Commitment SharesIN A CUSTOMARY FORM, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Borrower’s Common Stock. The Commitment Shares are and shall be deemed fully earned in connection with the corporate advisory and investment banking services provided by the Lender to the Company prior to the Effective Date. At such time as the Commitment Shares are able to have the restrictive legend removed pursuant to applicable law, the Borrower shall pay any and all expenses incurred or to be incurred by the Lender in connection with having the restrictive legend removed from the share certificates evidencing said Commitment Shares, including, but not limited to, any expense incurred or to be incurred by the Lender in order to have a legal opinion of counsel issued after the Closing Date. Notwithstanding anything which may be contained herein to the contrary, at any time while the Commitment Shares remain unsold in the possession of the Lender, the Borrower may redeem any unsold Commitment Shares, or any portion thereof, for a price equal to the Share Value or, if applicable, that fractional portion of the Share Value equal to the fraction of the Commitment Shares which remains unsold in the possession of the Lender as of the date of such request for redemptionTHAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS.

Commitment Shares. On or before the Closing Date, Borrower shall pay to the Lender a fee for corporate advisory and investment banking services by issuing to the Lender that number of shares of the Borrower’s Common Stock (the “Commitment Shares”) equal to a dollar amount of Xxx Xxxxxxx Xxxxx Xxxxxx-Xxxx Xxxxxxxx xxx Xx/000 Xxxxxx Xxxxxx Dollars (US$150,000125,000) (the “Share Value”). The Borrower shall instruct its transfer agent to issue certificates representing the Commitment Shares issuable to the Lender immediately upon the Borrower’s execution of this Agreement, and shall cause its transfer agent to deliver such certificates to the Lender within three (3) Business Days of the Closing Date. In the event such certificates representing the Commitment Shares issuable hereunder shall not be delivered to the Lender within said three (3) Business Day period, same shall be an immediate default under this Agreement and the other Loan Documents. The Commitment Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Borrower’s Common Stock. The Commitment Shares are and shall be deemed fully earned in connection with the corporate advisory and investment banking services provided by the Lender to the Company Borrower prior to the Effective Date. At such time as the Commitment Shares are able to have the restrictive legend removed pursuant to applicable law, the Borrower shall pay any and all expenses incurred or to be incurred by the Lender in connection with having the restrictive legend removed from the share certificates evidencing said Commitment Shares, including, but not limited to, any expense incurred or to be incurred by the Lender in order to have a legal opinion of counsel issued after the Closing Date. Notwithstanding anything which may be contained herein to the contrary, at any time while the Commitment Shares remain unsold in the possession of the Lender, the Borrower may redeem any unsold Commitment Shares, or any portion thereof, for a price equal to the Share Value or, if applicable, that fractional portion of the Share Value equal to the fraction of the Commitment Shares which remains unsold in the possession of the Lender as of the date of such request for redemptionhereof.

Commitment Shares. On or before In consideration for the Investor’s execution and delivery of this Agreement and its obligation to purchase shares of Common Stock from the Company on the terms and subject to the conditions set forth in this Agreement, concurrently with the execution and delivery of this Agreement on the Closing Date, Borrower the Company shall deliver irrevocable instructions to its Transfer Agent to electronically issue to the Investor or its designee(s) the Commitment Shares as DWAC Shares, such that the Commitment Shares are credited to the Investor’s or its designee’s specified DWAC account with DTC under its Fast Automated Securities Transfer (FAST) Program not later than 4:00 p.m. New York City time on the Trading Day immediately following the Effective Date, all of which Commitment Shares shall be registered for resale under the Securities Act pursuant to the Initial Registration Statement and the Investor shall be permitted to utilize the Prospectus therein to resell the Shares, including but not limited to the Commitment Shares, included in such Prospectus, all of which shall be freely tradable and transferable and without restriction on resale, without restrictive legend, and without any stop transfer instructions maintained against the transfer thereof; provided, however, that (a) if (i) the Initial Registration Statement is not filed by the Company with the SEC on or before the Filing Deadline in accordance with the Company’s obligations under Section 2(a) of the Registration Rights Agreement; or (ii) the Initial Registration Statement is not declared effective under the Securities Act by the SEC on or before the Effectiveness Deadline, then effective immediately following the first to occur of the events described in the forgoing clauses (i) and (ii) (each, a “Registration Failure”), or (b) this Agreement shall be earlier terminated pursuant to Section 8.1 or Section 8.2 hereof, then, in either of the cases described in the forgoing clauses (a) and (b), and effective immediately following the occurrence thereof, the obligations of the Company with respect to the issuance of the Commitment Shares to the Investor pursuant to the forgoing provisions of this Section 2.4 shall terminate and the Company shall become obligated to pay to the Lender a fee for corporate advisory Investor the Commitment Fee pursuant to and investment banking services by issuing to the Lender that number of shares of the Borrower’s Common Stock (the “Commitment Shares”) equal to a dollar amount of Xxx Xxxxxxx Xxxxx Xxxxxxxx xxx Xx/000 Xxxxxx Xxxxxx Dollars (US$150,000) (the “Share Value”in accordance with Section 10.1(b). The Borrower For the avoidance of doubt, the Company shall instruct its transfer agent become obligated to issue certificates representing all of the Commitment Shares issuable (or pay the full Commitment Fee in lieu thereof, as applicable) pursuant to the Lender immediately terms of this Agreement upon the Borrower’s execution consummation of this Agreement, the Closing and shall cause its transfer agent to deliver such certificates to the Lender within three (3) Business Days effective as of the Closing Date. In the event such certificates representing the Commitment Shares issuable , regardless of whether any VWAP Purchases are made or settled hereunder shall not be delivered to the Lender within said three (3) Business Day period, same shall be an immediate default under this Agreement and the other Loan Documents. The Commitment Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Borrower’s Common Stock. The Commitment Shares are and shall be deemed fully earned in connection with the corporate advisory and investment banking services provided by the Lender to the Company prior to the Effective Date. At such time as the Commitment Shares are able to have the restrictive legend removed pursuant to applicable law, the Borrower shall pay any and all expenses incurred or to be incurred by the Lender in connection with having the restrictive legend removed from the share certificates evidencing said Commitment Shares, including, but not limited to, any expense incurred or to be incurred by the Lender in order to have a legal opinion of counsel issued after the Closing Date. Notwithstanding anything which may be contained herein to the contrary, at any time while the Commitment Shares remain unsold in the possession of the Lender, the Borrower may redeem any unsold Commitment Shares, or any portion thereof, for a price equal to the Share Value or, if applicable, that fractional portion subsequent termination of the Share Value equal to the fraction of the Commitment Shares which remains unsold in the possession of the Lender as of the date of such request for redemptionthis Agreement.

Commitment Shares. On or before In consideration for the Closing Date, Borrower shall pay to the Lender a fee for corporate advisory and investment banking services by issuing to the Lender that number of shares of the Borrower’s Common Stock (the “Commitment Shares”) equal to a dollar amount of Xxx Xxxxxxx Xxxxx Xxxxxxxx xxx Xx/000 Xxxxxx Xxxxxx Dollars (US$150,000) (the “Share Value”). The Borrower shall instruct its transfer agent to issue certificates representing the Commitment Shares issuable to the Lender immediately upon the BorrowerInvestor’s execution and delivery of this Agreement, and shall cause its transfer agent to deliver such certificates to the Lender within three (3) Business Days of the Closing Date. In the event such Company has heretofore issued certificates representing the Initial Commitment Shares issuable hereunder shall not be delivered to in the Lender within said three (3) Business Day period, same shall be an immediate default under this Agreement and the other Loan Documents. The Commitment Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares name of the Borrower’s Common Stock. The Commitment Shares are and Investor or its designee (in which case such designee name shall be deemed fully earned in connection with the corporate advisory and investment banking services have been provided by the Lender to the Company prior to the Effective Closing Date). At such time as For the avoidance of doubt, all of the Initial Commitment Shares were fully earned when issued, regardless of whether any Draw Downs are able issued by the Company or settled hereunder. In addition, if the initial Registration Statement to have the restrictive legend removed be filed pursuant to applicable law, the Borrower Registration Rights Agreement shall pay any and all expenses incurred or to not be incurred declared effective by the Lender Commission on or prior to the Effectiveness Deadline (as defined in connection with having the restrictive legend removed from Registration Rights Agreement) applicable thereto, then the share certificates evidencing said Commitment SharesCompany shall, including, but not limited or shall cause its transfer agent to, any expense incurred issue to the Investor, not later than 4:00 p.m. (New York City time) on the second Trading Day immediately following the Effectiveness Deadline applicable thereto, a certificate representing the Additional Commitment Shares in the name of the Investor or its designee (in which case such designee name shall have been provided to be incurred by the Lender in order Company prior to have a legal opinion of counsel issued after the Closing Date). Notwithstanding anything which may be contained herein to the contrary, at any time while the Commitment Shares remain unsold in the possession of the Lender, the Borrower may redeem any unsold “Additional Commitment Shares” shall mean a number of shares of duly authorized, or any portion thereofvalidly issued, for a price fully paid and nonassessable shares of Common Stock equal to the Share Value or, if applicable, that fractional portion quotient obtained by dividing (a) $83,750 by (b) the arithmetic average of the Share Value equal VWAPs over the 10 Trading Day-period immediately preceding the Effectiveness Deadline, rounded up to the fraction nearest whole share. For the avoidance of doubt, all of the Additional Commitment Shares which remains unsold in the possession of the Lender shall be fully earned as of the date such shares are required to be issued to the Investor under this Agreement, regardless of whether any Draw Downs are issued by the Company or settled hereunder. Upon issuance, the Initial Commitment Shares and the Additional Commitment Shares shall constitute “restricted securities” as such request for redemptionterm is defined in Rule 144(a)(3) under the Securities Act and, subject to the provisions of subsection (iv) of this Section 10.1, the certificates representing the Initial Commitment Shares and the Additional Commitment Shares shall bear the restrictive legend set forth below in subsection (iii) of this Section 10.1. The Initial Commitment Shares and the Additional Commitment Shares shall constitute Registrable Securities and shall be included in the Registration Statement in accordance with the terms of the Registration Rights Agreement.

Commitment Shares. On or before the Closing Date, Borrower shall pay to the Lender a fee for corporate advisory and investment banking services by issuing to the Lender that number of shares of the Borrower’s Common Stock (the “Commitment Shares”) equal to a dollar amount of Xxx Xxxxxxx Xxxxx Xxxxxx-Xxxx Xxxxxxxx xxx Xx/000 Xxxxxx Xxxxxx Dollars (US$150,000125,000) (the “Share Value”). The Borrower shall instruct its transfer agent to issue certificates representing the Commitment Shares issuable to the Lender immediately upon the Borrower’s execution of this Agreement, and shall cause its transfer agent to deliver such certificates to the Lender within three four (34) Business Days of the Closing Date. In the event such certificates representing the Commitment Shares issuable hereunder shall not be delivered to the Lender within said three four (34) Business Day period, same shall be an immediate default under this Agreement and the other Loan Documents. The Commitment Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Borrower’s Common Stock. The Commitment Shares are and shall be deemed fully earned in connection with the corporate advisory and investment banking services provided by the Lender to the Company prior to the Effective Date. At such time as the Commitment Shares are able to have the restrictive legend removed pursuant to applicable law, the Borrower shall pay any and all expenses incurred or to be incurred by the Lender in connection with having the restrictive legend removed from the share certificates evidencing said Commitment Shares, including, but not limited to, any expense incurred or to be incurred by the Lender in order to have a legal opinion of counsel issued after the Closing Date. Notwithstanding anything which may be contained herein to the contrary, at any time while the Commitment Shares remain unsold in the possession of the Lender, the Borrower may redeem any unsold Commitment Shares, or any portion thereof, for a price equal to the Share Value or, if applicable, that fractional portion of the Share Value equal to the fraction of the Commitment Shares which remains unsold in the possession of the Lender as of the date of such request for redemption.

Commitment Shares. On or before In consideration for the Investor’s execution and delivery of this Agreement, concurrently with the execution and delivery of this Agreement on the Closing Date, Borrower the Company shall pay deliver irrevocable instructions to the Lender a fee for corporate advisory and investment banking services by issuing to the Lender that number of shares of the Borrower’s Common Stock (the “Commitment Shares”) equal to a dollar amount of Xxx Xxxxxxx Xxxxx Xxxxxxxx xxx Xx/000 Xxxxxx Xxxxxx Dollars (US$150,000) (the “Share Value”). The Borrower shall instruct its transfer agent to issue certificates representing the Commitment Shares issuable to the Lender Investor, not later than 4:00 p.m. (New York City time) on the second Trading Day immediately upon the Borrower’s execution of this Agreement, and shall cause its transfer agent to deliver such certificates to the Lender within three (3) Business Days of following the Closing Date. In the event such certificates , a certificate representing the Initial Commitment Shares issuable hereunder shall not be delivered to in the Lender within said three (3) Business Day period, same shall be an immediate default under this Agreement and the other Loan Documents. The Commitment Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares name of the Borrower’s Common Stock. The Commitment Shares are and Investor or its designee (in which case such designee name shall be deemed fully earned in connection with the corporate advisory and investment banking services have been provided by the Lender to the Company prior to the Effective Closing Date). At such time as Such certificate shall be delivered to the Investor by overnight courier at its address set forth in Section 10.4 hereof. For the avoidance of doubt, all of the Initial Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Draw Downs are able issued by the Company or settled hereunder. Upon issuance, the Initial Commitment Shares shall constitute “restricted securities” as such term is defined in Rule 144(a)(3) under the Securities Act and, subject to have the provisions of subsection (iv) of this Section 10.1, the certificate representing the Initial Commitment Shares shall bear the restrictive legend removed set forth below in subsection (iii) of this Section 10.1. In addition, not later than 4:00 p.m. (New York City time) on the Trading Day immediately following the Effective Date, the Company shall, or shall cause its transfer agent to, electronically transfer to the Investor the Additional Commitment Shares by crediting the Investor’s or its designees’ account (provided the Investor shall have given the Company written notice of such designee prior to the Effective Date) at DTC through its Deposit/Withdrawal at Custodian (DWAC) system, which Additional Commitment Shares shall be freely tradable and transferable and without restriction on resale pursuant to applicable law, the Borrower shall pay any and all expenses incurred or to be incurred by the Lender in connection with having the restrictive legend removed from the share certificates evidencing said Registration Statement. “Additional Commitment Shares” shall mean a number of shares of duly authorized, includingvalidly issued, but not limited tofully paid and nonassessable shares of Common Stock (which shall be appropriately adjusted for any stock splits, any expense incurred stock combinations, stock dividends, recapitalizations and other similar transactions that occur on or to be incurred by the Lender in order to have a legal opinion of counsel issued after the Closing Date. Notwithstanding anything which may be contained herein date of this Agreement), rounded up to the contrarynearest whole share, at any time while the Commitment Shares remain unsold in the possession of the Lender, the Borrower may redeem any unsold Commitment Shares, or any portion thereof, for a price equal to the Share Value orgreater of (I) zero and (II) the difference of (i) the quotient of (x) $175,000 divided by (y) the greater of (A) the Effective Date Market Price and (B) $0.04, if applicableless (ii) 3,181,819; provided, however, that fractional portion in no event shall the Company issue more than an aggregate of 1,193,181 shares of Common Stock (subject to adjustment for any stock splits, stock combinations, stock dividends, recapitalizations and other similar transactions that occur on or after the date of this Agreement) as Additional Commitment Shares pursuant to this Agreement. For the avoidance of doubt, all of the Share Value equal to the fraction of the Additional Commitment Shares which remains unsold in the possession of the Lender shall be fully earned as of the date such shares are required to be issued to the Investor under this Agreement, regardless of such request for redemptionwhether any Draw Downs are issued by the Company or settled hereunder. The Initial Commitment Shares and the Additional Commitment Shares shall constitute Registrable Securities and shall be included in the Registration Statement in accordance with the terms of the Registration Rights Agreement.

Commitment Shares. On or before In consideration for the Investor’s execution and delivery of this Agreement, concurrently with the execution and delivery of this Agreement on the Closing Date, Borrower the Company shall pay deliver irrevocable instructions to the Lender a fee for corporate advisory and investment banking services by issuing to the Lender that number of shares of the Borrower’s Common Stock (the “Commitment Shares”) equal to a dollar amount of Xxx Xxxxxxx Xxxxx Xxxxxxxx xxx Xx/000 Xxxxxx Xxxxxx Dollars (US$150,000) (the “Share Value”). The Borrower shall instruct its transfer agent to issue certificates to the Investor, not later than 9:00 a.m. (New York City time) on the Trading Day immediately following the earlier of (A) the Commencement Date and (B) the date which is 5 consecutive Trading Days immediately following the date on which the Company completes a reverse stock split of its Common Stock, one or more certificate(s) or book-entry statement(s) representing the Commitment Shares issuable to in the Lender immediately upon the Borrower’s execution of this Agreement, and shall cause its transfer agent to deliver such certificates to the Lender within three (3) Business Days name of the Closing Date. In the event Investor or its designee (in which case such certificates representing the Commitment Shares issuable hereunder designee name shall not be delivered to the Lender within said three (3) Business Day period, same shall be an immediate default under this Agreement and the other Loan Documents. The Commitment Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Borrower’s Common Stock. The Commitment Shares are and shall be deemed fully earned in connection with the corporate advisory and investment banking services have been provided by the Lender to the Company prior to the Effective Datedelivery date). At such time as the Commitment Shares are able to have the restrictive legend removed pursuant to applicable law, the Borrower Such certificate or book-entry statement shall pay any and all expenses incurred or to be incurred by the Lender in connection with having the restrictive legend removed from the share certificates evidencing said Commitment Shares, including, but not limited to, any expense incurred or to be incurred by the Lender in order to have a legal opinion of counsel issued after the Closing Date. Notwithstanding anything which may be contained herein delivered to the contraryInvestor by overnight courier at its address set forth in Section 10.4. For the avoidance of doubt, at any time while the Commitment Shares remain unsold in the possession of the Lender, the Borrower may redeem any unsold Commitment Shares, or any portion thereof, for a price equal to the Share Value or, if applicable, that fractional portion of the Share Value equal to the fraction all of the Commitment Shares which remains unsold in the possession of the Lender shall be fully earned as of the earlier of (A) the Commencement Date and (B) the date which is 5 consecutive Trading Days immediately following the date on which the Company completes a reverse stock split of its Common Stock, regardless of whether the Commencement shall have occurred, any VWAP Purchases or Intraday VWAP Purchases are effected by the Company or settled hereunder or any subsequent termination of this Agreement. Upon issuance pursuant to this Section 10.1(ii), the Commitment Shares shall constitute “restricted securities” as such request for redemptionterm is defined in Rule 144(a)(3) under the Securities Act and, subject to the provisions of subsection (iv) of this Section 10.1, the certificate or book-entry statement representing the Commitment Shares shall bear the restrictive legend set forth below in subsection (iii) of this Section 10.1. The Commitment Shares shall constitute Registrable Securities and shall be included in the Initial Registration Statement and any post-effective amendment thereto, and the Prospectus included therein, and, if necessary to register the resale thereof by the Investor under the Securities Act, in any New Registration Statement and any post-effective amendment thereto, and the Prospectus included therein, in each case in accordance with this Agreement and the Registration Rights Agreement.

Commitment Shares. On or before In consideration for the Closing Investor’s commitment pursuant to this Agreement, the Company shall deliver irrevocable instructions to its Transfer Agent to issue to the Investor, not later than 4:00 p.m. (New York City time) on the Commencement Date, Borrower shall pay a number of Ordinary Shares equal to the Lender a fee for corporate advisory and investment banking services by issuing number of Commitment Shares required to be issued to the Lender that number of shares of the Borrower’s Common Stock (the “Commitment Shares”) equal to a dollar amount of Xxx Xxxxxxx Xxxxx Xxxxxxxx xxx Xx/000 Xxxxxx Xxxxxx Dollars (US$150,000) (the “Share Value”Investor hereunder in accordance with this Section 10.1(ii). The Borrower shall instruct its transfer agent to issue certificates representing For the avoidance of doubt, all of the Commitment Shares issuable to shall be fully earned as of the Lender immediately Commencement Date upon satisfaction of all conditions precedent thereto, regardless of whether any VWAP Purchases or Intraday VWAP Purchases are effected by the Borrower’s execution Company or settled hereunder or any subsequent termination of this Agreement. Upon issuance pursuant to this Section 10.1(ii), and shall cause its transfer agent to deliver such certificates to the Lender within three (3) Business Days of the Closing Date. In the event such certificates representing the Commitment Shares issuable hereunder shall not be delivered constitute “restricted securities” as such term is defined in Rule 144(a)(3) under the Securities Act. However, the offer and sale of the Commitment Shares by the Company to the Lender within said three Investor in accordance with the terms and conditions of this Agreement is exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2); provided, however, that at the request of and with the express representations, warranties and agreements of the Investor (3including the representations, warranties and covenants of Investor set forth in Sections 4.10 through 4.13 and set forth in the Registration Rights Agreement) Business Day periodand, same subject to effectiveness of the Initial Registration Statement including the Commitment Shares, the Commitment Shares to be issued from and after Commencement to or for the benefit of the Investor pursuant to this Agreement shall be an immediate default issued to the Investor or its designated Broker-Dealer only as DWAC Shares and will not bear legends noting restrictions as to resale of such securities under federal or state securities laws, nor will any such securities be subject to stop transfer instructions. The Commitment Shares shall constitute Registrable Securities and shall be included in the Initial Registration Statement and any post-effective amendment thereto, and the Prospectus included therein,, in each case only to the extent required and otherwise in accordance with this Agreement and the other Loan Documents. The Commitment Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Borrower’s Common Stock. The Commitment Shares are and shall be deemed fully earned in connection with the corporate advisory and investment banking services provided by the Lender to the Company prior to the Effective Date. At such time as the Commitment Shares are able to have the restrictive legend removed pursuant to applicable law, the Borrower shall pay any and all expenses incurred or to be incurred by the Lender in connection with having the restrictive legend removed from the share certificates evidencing said Commitment Shares, including, but not limited to, any expense incurred or to be incurred by the Lender in order to have a legal opinion of counsel issued after the Closing Date. Notwithstanding anything which may be contained herein to the contrary, at any time while the Commitment Shares remain unsold in the possession of the Lender, the Borrower may redeem any unsold Commitment Shares, or any portion thereof, for a price equal to the Share Value or, if applicable, that fractional portion of the Share Value equal to the fraction of the Commitment Shares which remains unsold in the possession of the Lender as of the date of such request for redemptionRegistration Rights Agreement.

Commitment Shares. On or before the Closing Date, Borrower shall: (a) Issue to Lender One Hundred Thousand (100,000) shares of Borrower's Common Stock (the "Restricted Stock"),which shall pay have (i) piggy back registration rights as part of any registration statement that is filed by Borrower, and (ii) full ratchet rights and anti-dilution rights during the Anti-Dilution Period. Borrower agrees that if Borrower issues any securities or options to purchase securities (other than an issuance pursuant to obligations to shareholders and/or noteholders existing as of the Closing Date and under Borrower's employee stock ownership plan) during the Anti-Dilution Period to any Person other than Lender or an Affiliate of Lender, Lender shall be entitled to an additional issuance from Borrower of a fee for corporate advisory and investment banking services by issuing to the Lender that number of shares of Common Stock sufficient to allow Lender to maintain the same percentage ownership of shares of Borrower’s 's Common Stock as that acquired by Lender on the Closing Date (not taking into account the Preferred Stock); and (b) Create and issue to Lender Twenty-Five Thousand (25,000) shares of Borrower's Series A convertible preferred stock (the "Preferred Stock") with a par value of .001. Borrower acknowledges and agrees that the Preferred Stock shall entitle the holder thereof to the rights as set forth in the Certificate of Designation. Furthermore, Borrower and Lender hereby acknowledge and agree that the Preferred Stock: (i) subject to (ii) below, shall be automatically converted into shares of Common Stock on the one (I) year anniversary of the Closing Date (the "Conversion Date"); (ii) may only be converted into Common Stock if the aggregate value of the Restricted Stock (the "Restricted Stock Value") as of the Conversion Date is less than Forty-Five Thousand Dollars ($45,000); provided that, Lender and Borrower agree the Restricted Stock Value will be calculated based on the average closing price reported for the 30 trading days immediately preceding but not including the Conversion Date (the "Average Closing Price"); and (iii) shall convert into an amount of shares of Common Stock (the “Commitment "Converted Common Stock Shares”") equal to based on the following formulas: Total Number of Converted Common Stock Shares = (45,000- Restricted Stock Value) Average Closing Price per share of Common Stock Number of Converted Common Stock Shares = Total Number of Converted Common Stock Shares issued upon conversion of one (1) share of divided by 25,000 Preferred Stock= By way of example, if on the Conversion Date the Restricted Stock Value is $20,000, then each share of Preferred Stock would convert into 5 shares of Common Stock or a dollar amount total of Xxx Xxxxxxx Xxxxx Xxxxxxxx xxx Xx/000 Xxxxxx Xxxxxx Dollars (US$150,000) (the “Share Value”). The Borrower shall instruct its transfer agent to issue certificates representing the Commitment Shares issuable to the Lender immediately upon the Borrower’s execution of this Agreement, and shall cause its transfer agent to deliver such certificates to the Lender within three (3) Business Days of the Closing Date125,000 Converted Common Stock Shares. In the event such certificates representing that the Commitment Shares issuable hereunder shall not be delivered to the Lender within said three (3) Business Day period, same shall be an immediate default under this Agreement and the other Loan Documents. The Commitment Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Borrower’s Common Stock. The Commitment Shares are and shall be deemed fully earned in connection with the corporate advisory and investment banking services provided by the Lender to the Company prior to the Effective Date. At such time as the Commitment Shares are able to have the restrictive legend removed pursuant to applicable law, the Borrower shall pay any and all expenses incurred or to be incurred by the Lender in connection with having the restrictive legend removed from the share certificates evidencing said Commitment Shares, including, but not limited to, any expense incurred or to be incurred by the Lender in order to have a legal opinion of counsel issued after the Closing Date. Notwithstanding anything which may be contained herein to the contrary, at any time while the Commitment Shares remain unsold in the possession of the Lender, the Borrower may redeem any unsold Commitment Shares, or any portion thereof, for a price equal to the Share Restricted Stock Value or, if applicable, that fractional portion of the Share Value equal to the fraction of the Commitment Shares which remains unsold in the possession of the Lender is $45,000 as of the date of such request for redemptionConversion Date, then the Preferred Stock will not convert into Common Stock and will be terminated.

Commitment Shares. On or before In consideration for the Investor’s execution and delivery of this Agreement and its obligation to purchase shares of Common Stock from the Company on the terms and subject to the conditions set forth in this Agreement, effective as of the execution and delivery of this Agreement on the Closing Date, Borrower the Company shall pay thereafter become obligated to deliver irrevocable (absent manifest error as mutually agreed by the Lender a fee for corporate advisory Company and investment banking services by issuing the Investor) instructions to the Lender that number of shares of the Borrower’s Common Stock (the “Commitment Shares”) equal to a dollar amount of Xxx Xxxxxxx Xxxxx Xxxxxxxx xxx Xx/000 Xxxxxx Xxxxxx Dollars (US$150,000) (the “Share Value”). The Borrower shall instruct its transfer agent to electronically issue certificates representing to the Investor or its designee(s) the Commitment Shares issuable as DWAC Shares, such that the Commitment Shares are credited to the Lender Investor’s or its designee’s specified Deposit/Withdrawal at Custodian (DWAC) account with DTC under its Fast Automated Securities Transfer (FAST) Program not later than 4:00 p.m. (New York City time) on the Trading Day immediately following the Effective Date, all of which Commitment Shares shall be registered for resale under the Securities Act pursuant to the Initial Registration Statement and the Investor shall be permitted to utilize the Prospectus therein to resell the Shares and the Commitment Shares, included in such Prospectus, all of which shall be freely tradable and transferable (except pursuant to applicable law) and without restriction on resale, without restrictive legend and without any stop transfer instructions maintained against the transfer thereof; provided, however, that (a) if (i) the Initial Registration Statement is not filed by the Company with the Commission on or before the Filing Deadline in accordance with the Company’s obligations under Section 2(a) of the Registration Rights Agreement; or (ii) the Initial Registration Statement is not declared effective under the Securities Act by the Commission on or before the Effectiveness Deadline, then effective immediately following the first to occur of the events described in the forgoing clauses (i) and (ii) (each, a “Registration Failure”), or (b) this Agreement shall be earlier terminated pursuant to Section 8.1 or Section 8.2 hereof, then, in either of the cases described in the forgoing clauses (a) and (b), and effective immediately following the occurrence thereof, the obligations of the Company with respect to the issuance of the Commitment Shares to the Investor pursuant to the forgoing provisions of this Section 2.4 shall terminate and the Company shall become obligated to pay to the Investor the Commitment Fee pursuant to and in accordance with Section 10.1(b). The Company shall become obligated to issue all of the Commitment Shares (or pay the full Commitment Fee in lieu thereof, as applicable) pursuant to the terms of this Agreement upon the Borrower’s execution consummation of this Agreement, the Closing and shall cause its transfer agent to deliver such certificates to the Lender within three (3) Business Days effective as of the Closing Date. In the event such certificates representing the Commitment Shares issuable , regardless of whether any VWAP Purchases are made or settled hereunder shall not be delivered to the Lender within said three (3) Business Day period, same shall be an immediate default under this Agreement and the other Loan Documents. The Commitment Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Borrower’s Common Stock. The Commitment Shares are and shall be deemed fully earned in connection with the corporate advisory and investment banking services provided by the Lender to the Company prior to the Effective Date. At such time as the Commitment Shares are able to have the restrictive legend removed pursuant to applicable law, the Borrower shall pay any and all expenses incurred or to be incurred by the Lender in connection with having the restrictive legend removed from the share certificates evidencing said Commitment Shares, including, but not limited to, any expense incurred or to be incurred by the Lender in order to have a legal opinion of counsel issued after the Closing Date. Notwithstanding anything which may be contained herein to the contrary, at any time while the Commitment Shares remain unsold in the possession of the Lender, the Borrower may redeem any unsold Commitment Shares, or any portion thereof, for a price equal to the Share Value or, if applicable, that fractional portion subsequent termination of the Share Value equal to the fraction of the Commitment Shares which remains unsold in the possession of the Lender as of the date of such request for redemptionthis Agreement.

Commitment Shares. On or before the Closing Date, Borrower The Company shall pay issue to the Lender a fee for corporate advisory Transfer Agent (and investment banking services by issuing any subsequent transfer agent) irrevocable instructions, in the form agreed to prior to the Lender that number of shares of the Borrower’s Common Stock date hereof (the “Irrevocable Transfer Agent Instructions”), to issue the Commitment Shares in accordance with the terms of this Agreement. All Commitment Shares to be issued to or for the benefit of the Investor pursuant to this Agreement shall be issued as DWAC Shares or book entry, as appropriate. The Company warrants to the Investor that, while the Agreement is effective, no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 6 will be given by the Company to the Transfer Agent with respect to the Commitment Shares”, and the Commitment Shares shall otherwise be freely transferable on the books and records of the Company. Notwithstanding anything to the contrary in this Section 6, to the extent the Commitment Shares are issued prior to the effectiveness of the Registration Statement, the certificate or book-entry statement(s) equal to a dollar amount of Xxx Xxxxxxx Xxxxx Xxxxxxxx xxx Xx/000 Xxxxxx Xxxxxx Dollars (US$150,000) (the “Share Value”). The Borrower shall instruct its transfer agent to issue certificates representing the Commitment Shares issuable to shall bear the Lender immediately upon the Borrower’s execution of this Agreementfollowing restrictive legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, and shall cause its transfer agent to deliver such certificates to the Lender within three AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, UNLESS SOLD PURSUANT TO: (31) Business Days of the Closing Date. In the event such certificates representing the Commitment Shares issuable hereunder shall not be delivered to the Lender within said three RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (32) Business Day periodAN OPINION OF HOLDER’S COUNSEL, same shall be an immediate default under this Agreement and the other Loan Documents. The Commitment SharesIN A CUSTOMARY FORM, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Borrower’s Common Stock. The Commitment Shares are and shall be deemed fully earned in connection with the corporate advisory and investment banking services provided by the Lender to the Company prior to the Effective Date. At such time as the Commitment Shares are able to have the restrictive legend removed pursuant to applicable law, the Borrower shall pay any and all expenses incurred or to be incurred by the Lender in connection with having the restrictive legend removed from the share certificates evidencing said Commitment Shares, including, but not limited to, any expense incurred or to be incurred by the Lender in order to have a legal opinion of counsel issued after the Closing Date. Notwithstanding anything which may be contained herein to the contrary, at any time while the Commitment Shares remain unsold in the possession of the Lender, the Borrower may redeem any unsold Commitment Shares, or any portion thereof, for a price equal to the Share Value or, if applicable, that fractional portion of the Share Value equal to the fraction of the Commitment Shares which remains unsold in the possession of the Lender as of the date of such request for redemptionTHAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS.

Commitment Shares. On or before In consideration for the Investor’s execution and delivery of this Agreement, concurrently with the execution and delivery of this Agreement on the Closing Date, Borrower the Company shall pay deliver irrevocable instructions to its Transfer Agent to issue to the Lender a fee for corporate advisory Investor or its designee(s) the Initial Commitment Shares, as DWAC Shares, not later than 4:00 p.m. (New York City time) on the Closing Date, and investment banking services by issuing prior to the Lender that number of shares delivery of the Borrower’s Common Stock initial Fixed Purchase Notice. The Commitment Shares (not including the “Back End Commitment Shares”) equal shall be included in the initial Prospectus Supplement to a dollar amount of Xxx Xxxxxxx Xxxxx Xxxxxxxx xxx Xx/000 Xxxxxx Xxxxxx Dollars (US$150,000) (be freely tradable and transferable and without restriction on resale and without any stop transfer instructions maintained against the “Share Value”)transfer thereof. The Borrower shall instruct its transfer agent to issue certificates representing Additionally, in further consideration for the Commitment Shares issuable to the Lender immediately upon the BorrowerInvestor’s execution and delivery of this Agreement, and the Company shall cause deliver (i) on the ninetieth (90th) calendar day following the Commencement Date, irrevocable instructions to its transfer agent Transfer Agent to deliver such certificates issue to the Lender within three Investor or its designee(s) the First Back End Commitment Shares, (3ii) Business Days on the one hundred and eightieth (180th) calendar day following the Commencement Date, irrevocable instructions to its Transfer Agent to issue to the Investor or its designee(s) the Second Back End Commitment Shares, as applicable, as DWAC Shares, such that each of the Initial Commitment Shares, First Back End Commitment Share and Second Back End Commitment Shares are credited to the Investor’s or its designee’s specified DWAC account with DTC under its FAST Program not later than 4:00 p.m. (New York City time) on their respective due date. For the avoidance of doubt, all of the Commitment Shares, including the Back End Commitment Shares, shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases or VWAP Purchases are effected hereunder and regardless of any subsequent termination of this Agreement. In the event such certificates representing the Commitment Shares issuable hereunder shall not be delivered to the Lender within said three (3) Business Day period, same shall be an immediate default under of a termination of this Agreement and the other Loan Documents. The Commitment Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Borrower’s Common Stock. The Commitment Shares are and shall be deemed fully earned in connection with the corporate advisory and investment banking services provided by the Lender to the Company prior to the Effective 90th calendar day or 180th calendar day following the Commencement Date. At such time as the , any unpaid Commitment Shares are able to have the restrictive legend removed pursuant to applicable law, the Borrower shall pay any and all expenses incurred or to be incurred by the Lender in connection with having the restrictive legend removed from the share certificates evidencing said Commitment Shares, including, but not limited to, any expense incurred or to be incurred by the Lender in order to have a legal opinion of counsel issued after the Closing Date. Notwithstanding anything which may be contained herein to the contrary, paid at any time while the Commitment Shares remain unsold in the possession of the Lender, the Borrower may redeem any unsold Commitment Shares, or any portion thereof, for a price equal to the Share Value or, if applicable, that fractional portion of the Share Value equal to the fraction of the Commitment Shares which remains unsold in the possession of the Lender as of the date of such request for redemptiondate.

Commitment Shares. On or before In consideration for the Investor’s execution and delivery of this Agreement, on the Closing Date, Borrower (1) not later than 3:30 p.m. New York City time (unless another time shall be agreed by the Investor and the Company), the Investor shall pay to the Lender a fee for corporate advisory and investment banking services Company an amount in cash in Dollars by issuing wire transfer in immediately available funds equal to the Lender that product of (x) the product of (i) the total number of shares Commitment Shares and (ii) €0.12 and (y) the exchange rate between Dollars and Euros in effect on such VWAP Purchase Exercise Date as published by the United States Federal Reserve Board plus an additional 10% of such calculated amount to account for possible changes in the Borrower’s Common Stock exchange rate between Dollars and Euros (the “Commitment SharesShares Nominal Value Payment”) equal and (2) the Company shall deliver irrevocable instructions to a dollar amount of Xxx Xxxxxxx Xxxxx Xxxxxxxx xxx Xx/000 Xxxxxx Xxxxxx Dollars (US$150,000) (the “Share Value”). The Borrower shall instruct its transfer agent to issue certificates to the Investor one or more book-entry statement(s) representing the Commitment Shares issuable to in the Lender immediately upon the Borrower’s execution of this Agreement, and shall cause its transfer agent to deliver such certificates to the Lender within three (3) Business Days name of the Closing Date. In the event Investor or its designee (in which case such certificates representing the Commitment Shares issuable hereunder designee name shall not be delivered to the Lender within said three (3) Business Day period, same shall be an immediate default under this Agreement and the other Loan Documents. The Commitment Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Borrower’s Common Stock. The Commitment Shares are and shall be deemed fully earned in connection with the corporate advisory and investment banking services have been provided by the Lender to the Company prior to the Effective Closing Date. At such time as ) promptly upon receipt of the Commitment Shares are able to have Nominal Value Payment. For the restrictive legend removed pursuant to applicable lawavoidance of doubt, assuming receipt of the Commitment Shares Nominal Value Payment, the Borrower Company’s transfer agent shall pay any and all expenses incurred or to be incurred by issue the Lender in connection with having Commitment Shares not later than 4:00 p.m. (New York City time) on the restrictive legend removed from the share certificates evidencing said Commitment Shares, including, but not limited to, any expense incurred or to be incurred by the Lender in order to have a legal opinion of counsel issued after third (3rd) Trading Day immediately following the Closing Date. Notwithstanding anything which may be contained herein An amount equal to the contrary, at any time while the Commitment Shares remain unsold in Nominal Value Payment will be deducted from the possession of the Lender, the Borrower may redeem any unsold Commitment Shares, or any portion thereof, for a price equal proceeds payable to the Share Value orCompany for the first VWAP Purchase on the first VWAP Purchase Settlement Date. The Commitment Shares shall be issued in book-entry form and a book-entry statement shall be promptly delivered by email or such other method of delivery as is customary for the Company’s transfer agent. For the avoidance of doubt, if applicable, that fractional portion of the Share Value equal to the fraction all of the Commitment Shares which remains unsold in the possession of the Lender shall be fully earned as of the date Closing Date regardless of whether any VWAP Purchases are issued by the Company or settled hereunder or any termination of this Agreement. Upon issuance, the Commitment Shares shall constitute “restricted securities” as such request for redemptionterm is defined in Rule 144(a)(3) under the Securities Act and, subject to the provisions of subsection (iv) of this Section 10.1, the certificate or book-entry statement representing the Commitment Shares shall bear the restrictive legend set forth below in subsection (iii) of this Section 10.1. The Commitment Shares shall constitute Registrable Securities and shall be included in the Initial Registration Statement and any post-effective amendment thereto, and the Prospectus included therein and, if necessary to register the resale thereof by the Investor under the Securities Act, in any New Registration Statement and any post-effective amendment thereto, in each case in accordance with this Agreement and the Registration Rights Agreement.