Common use of Issuance of Commitment Shares Clause in Contracts

Issuance of Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, the Company shall pay the Investor cash or cause the Transfer Agent to issue shares of Common Stock directly to the Investor in an aggregate amount equal to Two Million Six Hundred Twenty Five Thousand Dollars ($2,625,000) (the “Commitment Fee”) and shall deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions in the form as set forth in Section 6. The Company shall pay the Commitment Fee to the Investor as follows: (i) on the date of Closing, Eight Hundred Seventy Five Thousand Dollars ($875,000) of shares of Common Stock shall be delivered to the Investor (the “Initial Tranche Commitment Shares”) and (ii) on or before the business day prior to the filing of the Registration Statement, the Company shall elect, and communicate to the Investor its election, to pay the remaining amount of the Commitment Fee in cash or shares of Common Stock. If the Company elects to pay the remaining amount of the Commitment Fee in cash, the Company shall pay to the Investor, within ninety (90) days of the date of Closing, an amount in cash, by wire transfer of immediately available funds, equal to One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). If the Company elects to pay the fee in shares of Common Stock, One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) of shares of Common Stock will be issued to the Investor at least one business day prior to the date of filing of the Registration Statement (the “Second Tranche Commitment Shares,” and together with the Initial Tranche Commitment Shares, the “Commitment Shares”). For purposes of determining the number of Commitment Shares, the price of the Commitment Shares shall be equal to the lesser of (x) a per share price that is equal to 100% of the DPCM Price or (y) the average closing price of the Common Stock for the ten (10) business days prior to the date such shares are issued. For the avoidance of doubt, all of the Commitment Shares shall be fully earned as of the date of this Agreement, irrespective of any subsequent termination of this Agreement but the Commitment Fee will in no event be paid to the Investor if the Closing does not occur.

Issuance of Commitment Shares. In consideration for Immediately upon the Investor’s execution and delivery of this Agreement, the Company shall pay issue to the Investor cash or cause as consideration for the Transfer Agent to issue Investor entering into this Agreement 407,332 shares of Common Stock directly to the Investor in an aggregate amount equal to Two Million Six Hundred Twenty Five Thousand Dollars ($2,625,000) (the “"Commitment Fee”Shares") and shall deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions a letter in the form as set forth in Section 6as Exhibit E attached hereto with respect to the issuance of the Commitment Shares. The Company Commitment Shares shall pay be issued in certificated form and shall bear the Restrictive Legend. The Investor agrees that the Investor shall not pledge, transfer or sell the Commitment Fee to Shares until the Investor as followsearlier of (a) 600 Business Days (30 Monthly Periods) from the date hereof or (b) the date on which this Agreement has been terminated, provided, however, that such restrictions shall not apply: (i) on in connection with any transfers to or among affiliates (as defined in the date Exchange Act), or (ii) if an Event of ClosingDefault has occurred and is continuing, Eight Hundred Seventy Five Thousand Dollars ($875,000) of shares of Common Stock shall be delivered including any failure by the Company to timely issue Purchase Shares under this Agreement. Notwithstanding the forgoing, the Investor may transfer Commitment Shares to a third party in order to settle a sale made by the Investor where the Investor reasonably expects the Company to deliver additional Purchase Shares to the Investor (under this Agreement so long as the “Initial Tranche Commitment Shares”) and (ii) on or before the business day prior to the filing Investor maintains ownership of the Registration Statement, amount of Commitment Shares received up to that point by "replacing" such Commitment Shares so transferred with new Purchase Shares when the new Purchase Shares are actually issued by the Company shall elect, and communicate to the Investor its election, to pay the remaining amount of the Commitment Fee in cash or shares of Common Stock. If the Company elects to pay the remaining amount of the Commitment Fee in cash, the Company shall pay to the Investor, within ninety (90) days of the date of Closing, an amount in cash, by wire transfer of immediately available funds, equal to One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). If the Company elects to pay the fee in shares of Common Stock, One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) of shares of Common Stock will be issued to the Investor at least one business day prior to the date of filing of the Registration Statement (the “Second Tranche Commitment Shares,” and together with the Initial Tranche Commitment Shares, the “Commitment Shares”). For purposes of determining the number of Commitment Shares, the price of the Commitment Shares shall be equal to the lesser of (x) a per share price that is equal to 100% of the DPCM Price or (y) the average closing price of the Common Stock for the ten (10) business days prior to the date such shares are issued. For the avoidance of doubt, all of the Commitment Shares shall be fully earned as of the date of this Agreement, irrespective of any subsequent termination of this Agreement but the Commitment Fee will in no event be paid to the Investor if the Closing does not occur.

Issuance of Commitment Shares. In consideration for Immediately upon the Investor’s execution and delivery of this Agreement, the Company shall pay issue to the Investor cash or cause as consideration for the Transfer Agent to issue Investor entering into this Agreement 75,000 shares of Common Stock directly to the Investor in an aggregate amount equal to Two Million Six Hundred Twenty Five Thousand Dollars ($2,625,000) (the “"Initial Commitment Fee”Shares") and shall deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions a letter in the form as set forth in Section 6as Exhibit E attached hereto with respect to the issuance of the Initial Commitment Shares. The In connection with each purchase of Purchase Shares hereunder, the Company shall pay the Commitment Fee agrees to issue to the Investor as follows: (i) on the date of Closing, Eight Hundred Seventy Five Thousand Dollars ($875,000) a number of shares of Common Stock shall be delivered to the Investor (the “Initial Tranche Additional Commitment Shares”) and (ii) on or before the business day prior to the filing of the Registration Statement, the Company shall elect, and communicate to the Investor its election, to pay the remaining amount of the Commitment Fee in cash or shares of Common Stock. If the Company elects to pay the remaining amount of the Commitment Fee in cash, the Company shall pay to the Investor, within ninety (90) days of the date of Closing, an amount in cash, by wire transfer of immediately available funds, equal to One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). If the Company elects to pay the fee in shares of Common Stock, One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) of shares of Common Stock will be issued to the Investor at least one business day prior to the date of filing of the Registration Statement (the “Second Tranche Commitment Shares,” and together with the Initial Tranche Commitment Shares, the “Commitment Shares”) equal to the product of (x) 225,000 and (y) the Purchase Amount Fraction. The “Purchase Amount Fraction” shall mean a fraction, the numerator of which is the Purchase Amount purchased by the Investor with respect to such purchase of Purchase Shares and the denominator of which is Five Million Dollars ($5,000,000). For purposes of determining the number of Commitment Shares, the price of the The Additional Commitment Shares shall be equal to the lesser of (x) a per share price that is equal to 100% of the DPCM Price equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or (y) the average closing price of the Common Stock for the ten (10) business days prior to the date such shares are issuedother similar transaction. For the avoidance of doubt, all of the The Initial Commitment Shares shall be fully earned as issued in certificated form and shall bear the Restrictive Legend The Investor agrees that the Investor shall not pledge, transfer or sell the Commitment Shares until the earlier of (a) 600 Business Days (30 Monthly Periods) from the date hereof or (b) the date on which this Agreement has been terminated, provided, however, that such restrictions shall not apply: (i) in connection with any transfers to or among affiliates (as defined in the Exchange Act), or (ii) if an Event of Default has occurred, or any event which, after notice and/or lapse of time, would become an Event of Default, including any failure by the Company to timely issue Purchase Shares under this Agreement. Notwithstanding the forgoing, irrespective of any subsequent termination of this Agreement but the Investor may transfer Commitment Fee will Shares to a third party in no event be paid order to settle a sale made by the Investor where the Investor reasonably expects the Company to deliver additional Purchase Shares to the Investor if under this Agreement so long as the Closing does not occurInvestor maintains ownership of the amount of Commitment Shares received up to that point by "replacing" such Commitment Shares so transferred with new Purchase Shares when the new Purchase Shares are actually issued by the Company to the Investor.

Issuance of Commitment Shares. In consideration for Immediately upon the Investor’s execution and delivery of this Agreement, the Company shall pay issue to the Investor cash or cause as consideration for the Transfer Agent to issue Investor entering into this Agreement 1,181,102 shares of Common Stock directly to the Investor in an aggregate amount equal to Two Million Six Hundred Twenty Five Thousand Dollars ($2,625,000) (the “"Initial Commitment Fee”Shares") and shall deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions a letter in the form as set forth in Section 6as Exhibit E attached hereto with respect to the issuance of the Initial Commitment Shares. The In connection with each purchase of Purchase Shares hereunder, the Company shall pay the Commitment Fee agrees to issue to the Investor as follows: (i) on the date of Closing, Eight Hundred Seventy Five Thousand Dollars ($875,000) a number of shares of Common Stock shall be delivered to the Investor (the “Initial Tranche Additional Commitment Shares”) and (ii) on or before the business day prior to the filing of the Registration Statement, the Company shall elect, and communicate to the Investor its election, to pay the remaining amount of the Commitment Fee in cash or shares of Common Stock. If the Company elects to pay the remaining amount of the Commitment Fee in cash, the Company shall pay to the Investor, within ninety (90) days of the date of Closing, an amount in cash, by wire transfer of immediately available funds, equal to One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). If the Company elects to pay the fee in shares of Common Stock, One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) of shares of Common Stock will be issued to the Investor at least one business day prior to the date of filing of the Registration Statement (the “Second Tranche Commitment Shares,” and together with the Initial Tranche Commitment Shares, the “Commitment Shares”) equal to the product of (x) 1,181,102 and (y) the Purchase Amount Fraction. The “Purchase Amount Fraction” shall mean a fraction, the numerator of which is the Purchase Amount purchased by the Investor with respect to such purchase of Purchase Shares and the denominator of which is Four Million Nine Hundred Thousand Dollars ($4,900,000). For purposes of determining the number of Commitment Shares, the price of the The Additional Commitment Shares shall be equal to the lesser of (x) a per share price that is equal to 100% of the DPCM Price equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or (y) the average closing price of the Common Stock for the ten (10) business days prior to the date such shares are issuedother similar transaction. For the avoidance of doubt, all of the The Initial Commitment Shares shall be fully earned as issued in certificated form and shall bear the Restrictive Legend. The Investor agrees that the Investor shall not pledge, transfer or sell the Commitment Shares until the earlier of (a) 600 Business Days (30 Monthly Periods) from the date hereof or (b) the date on which this Agreement has been terminated, provided, however, that such restrictions shall not apply: (i) in connection with any transfers to or among affiliates (as defined in the Exchange Act), or (ii) if an Event of Default has occurred, or any event which, after notice and/or lapse of time, would become an Event of Default, including any failure by the Company to timely issue Purchase Shares under this Agreement. Notwithstanding the forgoing, irrespective of any subsequent termination of this Agreement but the Investor may transfer Commitment Fee will Shares to a third party in no event be paid order to settle a sale made by the Investor where the Investor reasonably expects the Company to deliver additional Purchase Shares to the Investor if under this Agreement so long as the Closing does not occurInvestor maintains ownership of the amount of Commitment Shares received up to that point by "replacing" such Commitment Shares so transferred with new Purchase Shares when the new Purchase Shares are actually issued by the Company to the Investor.

Issuance of Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, the Company shall pay the Investor cash or cause the Transfer Agent to issue on the date of this Agreement 60,006 shares of Common Stock (the “Initial Commitment Shares”) directly to the Investor in an aggregate amount equal to Two Million Six Hundred Twenty Five Thousand Dollars ($2,625,000) (the “Commitment Fee”) and shall deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions in the form as set forth in Section 6. The Company shall pay the Commitment Fee to the Investor as follows: (i) on the date of Closing, Eight Hundred Seventy Five Thousand Dollars ($875,000) of shares of Common Stock shall be delivered to the Investor (the “Initial Tranche Commitment Shares”) and (ii) on or before the business day prior to the filing of the Registration Statement, the Company shall elect, and communicate to the Investor its election, to pay the remaining amount of the Commitment Fee in cash or shares of Common Stock. If the Company elects to pay the remaining amount of the Commitment Fee in cash, the Company shall pay to the Investor, within ninety (90) days of the date of Closing, an amount in cash, by wire transfer of immediately available funds, equal to One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). If the Company elects to pay the fee in shares of Common Stock, One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) of shares of Common Stock will be issued to the Investor at least one business day prior to the date of filing of the Registration Statement (the “Second Tranche Commitment Shares,” and together with the Initial Tranche Commitment Shares, the “Commitment Shares”). For purposes of determining the number of Commitment Shares, the price of the Commitment Shares shall be equal to the lesser of (x) a per share price that is equal to 100% of the DPCM Price or (y) the average closing price of the Common Stock for the ten (10) business days prior to the date such shares are issuedExhibit E attached hereto. For the avoidance of doubt, all of the Initial Commitment Shares shall be fully earned as of the date of this Agreement, whether or not the Commencement shall occur or any Purchase Shares are purchased by the Investor under this Agreement and irrespective of any subsequent termination of this Agreement but Agreement. In connection with each Regular Purchase and each Accelerated Purchase of Purchase Shares hereunder, the Commitment Fee will in no event be paid Company shall issue to the Investor if a number of shares of Common Stock (the Closing does not occur“Additional Commitment Shares” and, together with the Initial Commitment Shares, the “Commitment Shares”) equal to the product of (x) 60,006 and (y) the Purchase Amount Fraction. The “Purchase Amount Fraction” shall mean a fraction, the numerator of which is the Purchase Amount purchased by the Investor with respect to such Regular Purchase and Accelerated Purchase (as applicable) of Purchase Shares and the denominator of which is Ten Million Dollars ($10,000,000). The Additional Commitment Shares shall be issued to the Investor on the same Business Day as Purchase Shares are issued to the Investor in connection with the applicable Regular Purchase, Accelerated Purchase and Additional Accelerated Purchase (as applicable) in accordance with Section 2(d). In no event shall the amount of the Additional Commitment Shares to be issued under this Agreement exceed 60,006 shares of Common Stock, provided that such Additional Commitment Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction.

Issuance of Commitment Shares. In consideration for (i) the Investor’s execution and delivery of this AgreementAgreement and (ii) an initial investment of One Hundred Thousand Dollars ($100,000) by the Investor in the Company on the date hereof, the Company shall pay the Investor cash or cause the Transfer Agent to issue issue, on the date of this Agreement, 242,529 shares of Common Stock (the “Initial Commitment Shares”) and 113,636 shares of Common Stock, the Initial Purchase Shares, directly to the Investor in an aggregate amount equal to Two Million Six Hundred Twenty Five Thousand Dollars ($2,625,000) (the “Commitment Fee”) and shall deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions with respect to the issuance of the Initial Commitment Shares and Initial Purchase Shares in the form as set forth in Section 6. The Company shall pay the Commitment Fee to the Investor as follows: (i) on the date of Closing, Eight Hundred Seventy Five Thousand Dollars ($875,000) of shares of Common Stock shall be delivered to the Investor (the “Initial Tranche Commitment Shares”) and (ii) on or before the business day prior to the filing of the Registration Statement, the Company shall elect, and communicate to the Investor its election, to pay the remaining amount of the Commitment Fee in cash or shares of Common Stock. If the Company elects to pay the remaining amount of the Commitment Fee in cash, the Company shall pay to the Investor, within ninety (90) days of the date of Closing, an amount in cash, by wire transfer of immediately available funds, equal to One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). If the Company elects to pay the fee in shares of Common Stock, One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) of shares of Common Stock will be issued to the Investor at least one business day prior to the date of filing of the Registration Statement (the “Second Tranche Commitment Shares,” and together with the Initial Tranche Commitment Shares, the “Commitment Shares”). For purposes of determining the number of Commitment Shares, the price of the Commitment Shares shall be equal to the lesser of (x) a per share price that is equal to 100% of the DPCM Price or (y) the average closing price of the Common Stock for the ten (10) business days prior to the date such shares are issuedExhibit E attached hereto. For the avoidance of doubt, all of the Initial Commitment Shares shall be fully earned as of the date of this Agreement, whether or not the Commencement shall occur or any Purchase Shares are purchased by the Investor under this Agreement and irrespective of any subsequent termination of this Agreement. In connection with each Regular Purchase of Purchase Shares hereunder, the Company shall issue to the Investor a number of shares of Common Stock (the “Additional Commitment Shares” and, together with the Initial Commitment Shares, the “Commitment Shares”) equal to the product of (x) 404,216 and (y) the Purchase Amount Fraction. The “Purchase Amount Fraction” shall mean a fraction, the numerator of which is the Purchase Amount purchased by the Investor with respect to such Regular Purchase of Purchase Shares and the denominator of which is Ten Million One Hundred Thousand Dollars ($10,100,000). The Additional Commitment Shares shall be issued to the Investor on the same Business Day as Purchase Shares are issued to the Investor in connection with the applicable Regular Purchase in accordance with Section 2(c). In no event shall the amount of the Additional Commitment Shares to be issued under this Agreement exceed 404,216 shares of Common Stock, provided that such Additional Commitment Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction. Notwithstanding anything to the contrary herein, in the event that the Registration Statement is not declared effective by the SEC within 180 days from the date of this Agreement, than all of the Additional Commitment Shares shall, as of such date, be immediately fully earned irrespective of any termination of this Agreement but and the Commitment Fee will in no event be paid Company shall immediately issue to the Investor if all of the Closing does not occurAdditional Commitment Shares.

Issuance of Commitment Shares. In consideration for Limitation on Sales of Commitment ------------------------------------------------------------------- Shares. Immediately upon the Investor’s execution and delivery of this Agreement, the Company shall pay ------ issue to the Investor cash or cause the Transfer Agent to issue Buyer 1,076,233 shares of Common Stock directly (the "Commitment Shares"). The Commitment Shares shall be issued in certificated form and (subject to Section 5 hereof) shall bear the following restrictive legend: "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, OR AN OPINION OF BUYER'S COUNSEL, IN A CUSTOMARY FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT." The Buyer agrees that the Buyer shall not transfer or sell the Commitment Shares until the earlier of 600 Trading Days (30 Monthly Periods) from the date hereof or the date on which this Agreement has been terminated, provided, however, that such restrictions shall not apply: (i) in connection with any transfers to or among affiliates (as defined in the 1934 Act), (ii) in connection with any pledge in connection with a bona fide loan or margin account, (iii) in the event that the Commencement does not occur on or before May 31, 2003, due to the Investor in an aggregate amount equal failure of the Company to Two Million Six Hundred Twenty Five Thousand Dollars ($2,625,000) (satisfy the “Commitment Fee”) and shall deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions in the form as conditions set forth in Section 67 or (iv) if an Event of Default has occurred, or any event which, after notice and/or lapse of time, would become an Event of Default, including any failure by the Company to timely issue Purchase Shares under this Agreement. The Notwithstanding the forgoing, the Buyer may transfer Commitment Shares to a third party in order to settle a sale made by the Buyer where the Buyer reasonably expects the Company shall pay the Commitment Fee to deliver Purchase Shares to the Investor Buyer under this Agreement so long as follows: (i) on the date Buyer maintains ownership of Closing, Eight Hundred Seventy Five Thousand Dollars ($875,000) the same overall number of shares of Common Stock shall be delivered to the Investor (the “Initial Tranche Commitment Shares”) and (ii) on or before the business day prior to the filing of the Registration Statement, the Company shall elect, and communicate to the Investor its election, to pay the remaining amount of the Commitment Fee in cash or shares of Common Stock. If the Company elects to pay the remaining amount of the Commitment Fee in cash, the Company shall pay to the Investor, within ninety (90) days of the date of Closing, an amount in cash, by wire transfer of immediately available funds, equal to One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). If the Company elects to pay the fee in shares of Common Stock, One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) of shares of Common Stock will be issued to the Investor at least one business day prior to the date of filing of the Registration Statement (the “Second Tranche Commitment Shares,” and together with the Initial Tranche Commitment Shares, the “Commitment Shares”). For purposes of determining the number of Commitment Shares, the price of "replacing" the Commitment Shares shall be equal so transferred with Purchase Shares when the Purchase Shares are actually issued by the Company to the lesser of (x) a per share price that is equal to 100% of the DPCM Price or (y) the average closing price of the Common Stock for the ten (10) business days prior to the date such shares are issued. For the avoidance of doubt, all of the Commitment Shares shall be fully earned as of the date of this Agreement, irrespective of any subsequent termination of this Agreement but the Commitment Fee will in no event be paid to the Investor if the Closing does not occurBuyer.

Issuance of Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, the Company shall pay the Investor cash or cause the Transfer Agent to issue issue, on the date of this Agreement, 226,027 shares of Common Stock (the “Initial Commitment Shares”) directly to the Investor in an aggregate amount equal to Two Million Six Hundred Twenty Five Thousand Dollars ($2,625,000) (the “Commitment Fee”) electronically as DWAC Shares and shall deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions in the form as set forth in Section 6. The Company shall pay the Commitment Fee with respect to the Investor as follows: (i) on the date of Closing, Eight Hundred Seventy Five Thousand Dollars ($875,000) of shares of Common Stock shall be delivered to the Investor (the “Initial Tranche Commitment Shares”) and (ii) on or before the business day prior to the filing of the Registration Statement, the Company shall elect, and communicate to the Investor its election, to pay the remaining amount issuance of the Commitment Fee in cash or shares of Common Stock. If the Company elects to pay the remaining amount of the Commitment Fee in cash, the Company shall pay to the Investor, within ninety (90) days of the date of Closing, an amount in cash, by wire transfer of immediately available funds, equal to One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). If the Company elects to pay the fee in shares of Common Stock, One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) of shares of Common Stock will be issued to the Investor at least one business day prior to the date of filing of the Registration Statement (the “Second Tranche Commitment Shares,” and together with the Initial Tranche Commitment Shares, the “Commitment Shares”). For purposes of determining the number of Commitment Shares, the price of the Commitment Shares shall be equal to the lesser of (x) a per share price that is equal to 100% of the DPCM Price or (y) the average closing price of the Common Stock for the ten (10) business days prior to the date such shares are issued. For the avoidance of doubt, all of the Initial Commitment Shares shall be fully earned as of the date of this Agreement, whether or not the Commencement shall occur or any Purchase Shares are purchased by the Investor under this Agreement and irrespective of any subsequent termination of this Agreement but Agreement. In connection with each Regular Purchase and each Accelerated Purchase of Purchase Shares hereunder, the Commitment Fee will in no event be paid Company shall issue to the Investor if a number of shares of Common Stock (the Closing does not occur“Additional Commitment Shares” and, collectively with the Initial Commitment Shares, the “Commitment Shares”) equal to the product of (x) 41,096 and (y) the Purchase Amount Fraction. The “Purchase Amount Fraction” shall mean a fraction, the numerator of which is the Purchase Amount purchased by the Investor with respect to such Regular Purchase and Accelerated Purchase (as applicable) of Purchase Shares and the denominator of which is One Million Five Hundred Thousand Dollars ($1,500,000). The Additional Commitment Shares shall be issued to the Investor on the same Business Day as Purchase Shares are issued to the Investor in connection with the applicable Regular Purchase and Accelerated Purchase (as applicable) in accordance with Section 2(c). The Additional Commitment Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction.

Issuance of Commitment Shares. In consideration for Immediately upon the Investor’s execution and delivery of this Agreement, the Company shall pay issue to the Investor cash or cause as consideration for the Transfer Agent to issue Investor entering into this Agreement 150,000 shares of Common Stock directly to the Investor in an aggregate amount equal to Two Million Six Hundred Twenty Five Thousand Dollars ($2,625,000) (the “Initial Commitment FeeShares”) and shall deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions a letter in the form as set forth in Section 6as Exhibit E attached hereto with respect to the issuance of the Initial Commitment Shares. The In connection with each purchase of Purchase Shares hereunder, the Company shall pay the Commitment Fee agrees to issue to the Investor as follows: (i) on the date of Closing, Eight Hundred Seventy Five Thousand Dollars ($875,000) a number of shares of Common Stock shall be delivered to the Investor (the “Initial Tranche Additional Commitment Shares”) and (ii) on or before the business day prior to the filing of the Registration Statement, the Company shall elect, and communicate to the Investor its election, to pay the remaining amount of the Commitment Fee in cash or shares of Common Stock. If the Company elects to pay the remaining amount of the Commitment Fee in cash, the Company shall pay to the Investor, within ninety (90) days of the date of Closing, an amount in cash, by wire transfer of immediately available funds, equal to One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). If the Company elects to pay the fee in shares of Common Stock, One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) of shares of Common Stock will be issued to the Investor at least one business day prior to the date of filing of the Registration Statement (the “Second Tranche Commitment Shares,” and together with the Initial Tranche Commitment Shares, the “Commitment Shares”) equal to the product of (x) 150,000 and (y) the Purchase Amount Fraction. The “Purchase Amount Fraction” shall mean a fraction, the numerator of which is the Purchase Amount purchased by the Investor with respect to such purchase of Purchase Shares and the denominator of which is Five Million Dollars ($5,000,000). For purposes of determining the number of Commitment Shares, the price of the The Additional Commitment Shares shall be equal to the lesser of (x) a per share price that is equal to 100% of the DPCM Price equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or (y) the average closing price of the Common Stock for the ten (10) business days prior to the date such shares are issuedother similar transaction. For the avoidance of doubt, all of the The Initial Commitment Shares shall be fully earned issued in certificated form and shall bear the Restrictive Legend. The Investor agrees that the Investor shall not pledge, transfer or sell the Commitment Shares until the earlier of (a) 500 Business Days (25 Monthly Periods) from the date hereof or (b) the date on which this Agreement has been terminated, provided, however, that such restrictions shall not apply: (i) in connection with any transfers to or among affiliates (as defined in the Exchange Act), provided that any such affiliates shall agree in writing as a condition of such transfer to the restrictions set forth in this Section 5(e), or (ii) if an Event of Default has occurred, including any failure by the Company to timely issue Purchase Shares under this Agreement. Notwithstanding the forgoing, the Investor may transfer Commitment Shares to a third party in order to settle a sale made by the Investor where the Company has directed the Investor to purchase Purchase Shares hereunder and executed purchase confirmation with respect to such Purchase Shares, such shares have not within one Business Day of such confirmation by the Company been delivered to the Investor, and the Investor maintains ownership of the date amount of this Agreement, irrespective of any subsequent termination of this Agreement but Commitment Shares received up to that point by "replacing" such Commitment Shares so transferred with new Purchase Shares when the Commitment Fee will in no event be paid new Purchase Shares are actually issued by the Company to the Investor if the Closing does not occurInvestor.

Issuance of Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, the Company shall pay the Investor cash or cause the Transfer Agent to issue issue, (i) on the date of this Agreement, 160,000 shares of Common Stock and (ii) on the Float Trigger Date, 19,181 shares of Common Stock (such shares of Common Stock referred to in clauses (i) and (ii), collectively, the “Initial Commitment Shares”), in each case directly to the Investor in an aggregate amount equal to Two Million Six Hundred Twenty Five Thousand Dollars ($2,625,000) (the “Commitment Fee”) electronically as DWAC Shares and shall deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions in the form as set forth in Section 6. The Company shall pay the Commitment Fee with respect to the Investor as follows: (i) on the date of Closing, Eight Hundred Seventy Five Thousand Dollars ($875,000) of shares of Common Stock shall be delivered to the Investor (the “Initial Tranche Commitment Shares”) and (ii) on or before the business day prior to the filing of the Registration Statement, the Company shall elect, and communicate to the Investor its election, to pay the remaining amount issuance of the Commitment Fee in cash or shares of Common Stock. If the Company elects to pay the remaining amount of the Commitment Fee in cash, the Company shall pay to the Investor, within ninety (90) days of the date of Closing, an amount in cash, by wire transfer of immediately available funds, equal to One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). If the Company elects to pay the fee in shares of Common Stock, One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) of shares of Common Stock will be issued to the Investor at least one business day prior to the date of filing of the Registration Statement (the “Second Tranche Commitment Shares,” and together with the Initial Tranche Commitment Shares, the “Commitment Shares”). For purposes of determining the number of Commitment Shares, the price of the Commitment Shares shall be equal to the lesser of (x) a per share price that is equal to 100% of the DPCM Price or (y) the average closing price of the Common Stock for the ten (10) business days prior to the date such shares are issued. For the avoidance of doubt, all 160,000 of the Initial Commitment Shares shall be fully earned as of the date of this AgreementAgreement and 19,181 of the Initial Commitment Shares shall be fully earned as of the Float Trigger Date, in each case whether or not the Commencement shall occur or any Purchase Shares are purchased by the Investor under this Agreement and irrespective of any subsequent termination of this Agreement but Agreement. In connection with each purchase of Purchase Shares hereunder, the Commitment Fee will in no event be paid Company agrees to issue to the Investor if a number of shares of Common Stock (the Closing does “Additional Commitment Shares” and together with the Initial Commitment Shares, the “Commitment Shares”) equal to the sum of (1) the product of (x) 230,000 and (y) the Purchase Amount Fraction and (2) provided the Float Trigger Date has occurred, the product of (x) 38,771 and (y) the Second Purchase Amount Fraction. The “Purchase Amount Fraction” shall mean, with respect to the first $15,000,000 of Purchase Amount worth of Purchase Shares purchased pursuant to this Agreement, a fraction, the numerator of which is the Purchase Amount purchased by the Investor with respect to such purchase of Purchase Shares, and the denominator of which is Fifteen Million Dollars ($15,000,000). The “Second Purchase Amount Fraction” shall mean, with respect to any Purchase Amount over and above the first $15,000,000 of Purchase Amount worth of Purchase Shares purchased pursuant to this Agreement after the Float Trigger Date has occurred, a fraction, the numerator of which is the Purchase Amount purchased by the Investor with respect to such purchase of Purchase Shares and the denominator of which is Six Million Dollars ($6,000,000). The Additional Commitment Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction. For the avoidance of doubt, the Additional Commitment Shares shall be fully earned as of the date of their issuance pursuant to this Agreement, whether or not occurany additional Purchase Shares are purchased thereafter by the Investor under this Agreement and irrespective of any termination of this Agreement.

Issuance of Commitment Shares. In consideration for Immediately upon the Investor’s execution and delivery of this Agreement, the Company shall pay cause to be issued to the Investor cash or cause (to an account designated by the Transfer Agent Investor no later than one Business Day prior to issue the date hereof) as consideration for the Investor entering into this Agreement 145,033 shares of Common Stock directly to the Investor in an aggregate amount equal to Two Million Six Hundred Twenty Five Thousand Dollars ($2,625,000) (the “"Initial Commitment Fee”Shares") and shall deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions a letter in the form as set forth in Section 6as Exhibit E attached hereto with respect to the issuance of the Initial Commitment Shares. The In connection with each purchase of Purchase Shares hereunder, the Company shall pay the Commitment Fee agrees to issue to the Investor as follows: (i) on the date of Closing, Eight Hundred Seventy Five Thousand Dollars ($875,000) a number of shares of Common Stock shall be delivered to the Investor (the “Initial Tranche Additional Commitment Shares”) and (ii) on or before the business day prior to the filing of the Registration Statement, the Company shall elect, and communicate to the Investor its election, to pay the remaining amount of the Commitment Fee in cash or shares of Common Stock. If the Company elects to pay the remaining amount of the Commitment Fee in cash, the Company shall pay to the Investor, within ninety (90) days of the date of Closing, an amount in cash, by wire transfer of immediately available funds, equal to One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). If the Company elects to pay the fee in shares of Common Stock, One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) of shares of Common Stock will be issued to the Investor at least one business day prior to the date of filing of the Registration Statement (the “Second Tranche Commitment Shares,” and together with the Initial Tranche Commitment Shares, the “Commitment Shares”) equal to the product of (x) 217,549 and (y) the Purchase Amount Fraction. The “Purchase Amount Fraction” shall mean a fraction, the numerator of which is the Purchase Amount purchased by the Investor with respect to such purchase of Purchase Shares and the denominator of which is Fifteen Million Dollars ($15,000,000). For purposes of determining the number of Commitment Shares, the price of the The Additional Commitment Shares shall be equal to the lesser of (x) a per share price that is equal to 100% of the DPCM Price equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split, or (y) the average closing price of the Common Stock for the ten (10) business days prior to the date such shares are issuedother similar transaction. For the avoidance of doubt, all of the The Initial Commitment Shares shall be fully earned issued in certificated form and shall bear the Restrictive Legend. The Investor agrees that the Investor shall not pledge, transfer or sell the Commitment Shares until the earlier of (a) 500 Business Days (25 Monthly Periods) from the date hereof or (b) the date on which this Agreement has been terminated, provided, however, that such restrictions shall not apply: (i) in connection with any transfers to or among affiliates (as defined in the Exchange Act) of the date Investor, or (ii) if an Event of Default has occurred, and is continuing, including any failure by the Company to timely issue Purchase Shares under this Agreement. Notwithstanding the forgoing, irrespective of any subsequent termination of this Agreement but the Investor may transfer Commitment Fee will Shares (“Transferred Commitment Shares”) to a third party in no event be paid order to settle a sale made by the Investor where the Investor reasonably expects the Company to deliver additional Purchase Shares to the Investor if under this Agreement so long as the Closing does not occurInvestor maintains ownership of the amount of Commitment Shares (including an amount of Common Shares equal to the Transferred Commitment Shares) issued to the Investor by the Company pursuant to this Agreement up to that point by "replacing" such Transferred Commitment Shares with new Purchase Shares when the new Purchase Shares are actually issued by the Company to the Investor.

Issuance of Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, the Company shall pay the Investor cash or cause the Transfer Agent to issue shares issue, upon the purchase of the Initial Purchase Shares, 292,793 Common Stock Shares (the “Initial Commitment Shares”) directly to the Investor in an aggregate amount equal to Two Million Six Hundred Twenty Five Thousand Dollars ($2,625,000) (the “Commitment Fee”) electronically as DWAC Shares and shall deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions in the form as set forth in Section 6. The Company shall pay the Commitment Fee with respect to the Investor as follows: (i) on issuance of the date of Closing, Eight Hundred Seventy Five Thousand Dollars ($875,000) of shares of Common Stock shall be delivered to the Investor (the “Initial Tranche Commitment Shares”) and (ii) on or before the business day prior to the filing of the Registration Statement, the Company shall elect, and communicate to the Investor its election, to pay the remaining amount of the Commitment Fee in cash or shares of Common Stock. If the Company elects to pay the remaining amount of the Commitment Fee in cash, the Company shall pay to the Investor, within ninety (90) days of the date of Closing, an amount in cash, by wire transfer of immediately available funds, equal to One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). If the Company elects to pay the fee in shares of Common Stock, One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) of shares of Common Stock will be issued to the Investor at least one business day prior to the date of filing of the Registration Statement (the “Second Tranche Commitment Shares,” and together with the Initial Tranche Commitment Shares, the “Commitment Shares”). For purposes of determining the number of Commitment Shares, the price of the Commitment Shares shall be equal to the lesser of (x) a per share price that is equal to 100% of the DPCM Price or (y) the average closing price of the Common Stock for the ten (10) business days prior to the date such shares are issued. For the avoidance of doubt, all of the Initial Commitment Shares shall be fully earned upon the purchase of the Initial Purchase Shares, whether or not any additional Purchase Shares are purchased thereafter by the Investor under this Agreement and irrespective of any termination of this Agreement. In connection with the Initial Purchase and each Regular Purchase and each Accelerated Purchase of Purchase Shares hereunder, the Company shall issue to the Investor a number of Common Shares (the “Additional Commitment Shares” and, collectively with the Initial Commitment Shares, the “Commitment Shares”) equal to the product of (x) 292,793 and (y) the Purchase Amount Fraction. The “Purchase Amount Fraction” shall mean a fraction, the numerator of which is the Purchase Amount purchased by the Investor with respect to such Initial Purchase, Regular Purchase and Accelerated Purchase (as applicable) of Purchase Shares and the denominator of which is US$26,000,000. The Commitment Shares shall be issued to the Investor on the same Business Day as Purchase Shares are issued to the Investor in connection with the applicable Regular Purchase and Accelerated Purchase (as applicable) in accordance with Section 2(c). The Additional Commitment Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction. For the avoidance of doubt, the Additional Commitment Shares shall be fully earned as of the date of their pro rata issuance as Purchase Shares are issued to the Investor in connection with the applicable Regular Purchase and Accelerated Purchase (as applicable) in accordance with Section 2(c), whether or not any additional Purchase Shares are purchased thereafter by the Investor under this Agreement, Agreement and irrespective of any subsequent termination of this Agreement but the Commitment Fee will in no event be paid to the Investor if the Closing does not occurAgreement.

Issuance of Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, (i) the Company shall pay cause to be issued to the Investor cash or cause the Transfer Agent to issue a total of 211,474 shares of Common Stock directly to the Investor in an aggregate amount equal to Two Million Six Hundred Twenty Five Thousand Dollars ($2,625,000) (the “Initial Commitment FeeShares”) not later than the close of business on the next Business Day immediately following the date of this Agreement and shall shall, concurrently with the execution of this Agreement on the date hereof, deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions in with respect to the form as set forth in Section 6. The Company shall pay the issuance of such Initial Commitment Fee Shares to the Investor as follows: (i) on the date of Closing, Eight Hundred Seventy Five Thousand Dollars ($875,000) of shares of Common Stock shall be delivered to the Investor (the “Initial Tranche Commitment Shares”) within such time period; and (ii) on or before the business day prior to the filing of the Registration Statement, the Company shall elect, and communicate cause to the Investor its election, to pay the remaining amount of the Commitment Fee in cash or shares of Common Stock. If the Company elects to pay the remaining amount of the Commitment Fee in cash, the Company shall pay to the Investor, within ninety (90) days of the date of Closing, an amount in cash, by wire transfer of immediately available funds, equal to One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). If the Company elects to pay the fee in shares of Common Stock, One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) of shares of Common Stock will be issued to the Investor at least one business day prior to the date a total of filing 211,473 shares of the Registration Statement Common Stock (the “Second Tranche Additional Commitment Shares,” and together and, collectively with the Initial Tranche Commitment Shares, the “Commitment Shares”), concurrently with the Investor’s purchase of an aggregate amount of Purchase Shares having an aggregate gross purchase price to the Investor equal to $5,000,000, pursuant to all Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases (as applicable) effected pursuant to this Agreement. For purposes of determining the number of Commitment Shares, the price of the The Additional Commitment Shares shall be equal to the lesser of (x) a per share price that is equal to 100% of the DPCM Price equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or (y) the average closing price of the Common Stock for the ten (10) business days prior to the date such shares are issuedother similar transaction. For the avoidance of doubt, (1) all of the Initial Commitment Shares shall be fully earned as of the date of this Agreement, whether or not the Commencement shall occur or any Purchase Shares are purchased by the Investor under this Agreement and irrespective of any subsequent termination of this Agreement but and (2) the Additional Commitment Fee will in no event Shares shall be paid fully earned as of the date of their issuance pursuant to this Agreement, whether or not any additional Purchase Shares are purchased thereafter by the Investor if the Closing does not occurunder this Agreement and irrespective of any subsequent termination of this Agreement.

Issuance of Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, the Company shall pay cause to be issued to the Investor cash or cause the Transfer Agent to issue a total of 1,090,909 shares of Common Stock directly (collectively, the “Commitment Shares”) at such times and in the manner set forth in this Section 5(e). Immediately upon the execution of this Agreement, the Company shall cause to be issued to the Investor in an aggregate amount equal to Two Million Six Hundred Twenty Five Thousand Dollars ($2,625,000) 872,727 shares of Common Stock (the “Initial Commitment FeeShares”) and shall deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions in with respect to the form as set forth in Section 6issuance of the Initial Commitment Shares. The Company shall pay the Commitment Fee cause to be issued to the Investor 218,182 shares of Common Stock (the “Additional Commitment Shares”), as follows: (i) on if the Registration Statement is not declared effective by the SEC within 180 days from the date of Closingthis Agreement, Eight Hundred Seventy Five Thousand Dollars the Company shall cause to be issued to the Investor all of the Additional Commitment Shares not later than two ($875,0002) Business Days after the date that is 180 days after the date of this Agreement, and (ii) if the Registration Statement is declared effective by the SEC within 180 days from the date of this Agreement, then, in connection with each purchase of Purchase Shares hereunder, the Company shall issue to the Investor a number of shares of Common Stock shall be delivered equal to the Investor product of (the “Initial Tranche Commitment Shares”x) 218,182 and (iiy) on or before the business day prior to the filing of the Registration StatementPurchase Amount Fraction. The “Purchase Amount Fraction” shall mean a fraction, the Company shall elect, and communicate to numerator of which is the Purchase Amount purchased by the Investor its election, with respect to pay such purchase of Purchase Shares and the remaining amount denominator of the Commitment Fee in cash or shares of Common Stock. If the Company elects to pay the remaining amount of the Commitment Fee in cash, the Company shall pay to the Investor, within ninety (90) days of the date of Closing, an amount in cash, by wire transfer of immediately available funds, equal to One which is Twelve Million Seven Hundred Fifty Thousand Dollars ($1,750,00012,000,000). If the Company elects to pay the fee in shares of Common Stock, One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) of shares of Common Stock will be issued to the Investor at least one business day prior to the date of filing of the Registration Statement (the “Second Tranche Commitment Shares,” and together with the Initial Tranche Commitment Shares, the “Commitment Shares”). For purposes of determining the number of Commitment Shares, the price of the The Additional Commitment Shares shall be equal to the lesser of (x) a per share price that is equal to 100% of the DPCM Price equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or (y) the average closing price of the Common Stock for the ten (10) business days prior to the date such shares are issuedother similar transaction. For the avoidance of doubt, (1) all of the Initial Commitment Shares shall be fully earned as of the date of this Agreement, whether or not the Commencement shall occur or any Purchase Shares are purchased by the Investor under this Agreement and irrespective of any subsequent termination of this Agreement but and (2) all of the Additional Commitment Fee will in no event Shares shall be paid fully earned as of the date of their issuance pursuant to this Agreement, whether or not the Commencement shall occur or any Purchase Shares are purchased by the Investor if the Closing does not occurunder this Agreement and irrespective of any subsequent termination of this Agreement.

Issuance of Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, the Company shall pay cause to be issued to the Investor cash or cause the Transfer Agent to issue a total of 818,420 shares of Common Stock directly to the Investor in an aggregate amount equal to Two Million Six Hundred Twenty Five Thousand Dollars ($2,625,000) (the “Initial Commitment FeeShares”) not later than the close of business on the next Business Day immediately following the date of this Agreement and shall shall, concurrently with the execution of this Agreement on the date hereof, deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions in with respect to the form as set forth in Section 6issuance of such Commitment Shares to the Investor within such time period. The Company shall pay the Commitment Fee cause to the Investor as follows: (i) on the date of Closing, Eight Hundred Seventy Five Thousand Dollars ($875,000) of shares of Common Stock shall be delivered to the Investor (the “Initial Tranche Commitment Shares”) and (ii) on or before the business day prior to the filing of the Registration Statement, the Company shall elect, and communicate to the Investor its election, to pay the remaining amount of the Commitment Fee in cash or shares of Common Stock. If the Company elects to pay the remaining amount of the Commitment Fee in cash, the Company shall pay to the Investor, within ninety (90) days of the date of Closing, an amount in cash, by wire transfer of immediately available funds, equal to One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). If the Company elects to pay the fee in shares of Common Stock, One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) of shares of Common Stock will be issued to the Investor at least one business day prior up to the date 818,420 shares of filing of the Registration Statement Common Stock (the “Second Tranche Additional Commitment Shares,” and together and, collectively with the Initial Tranche Commitment Shares, the “Commitment Shares”). For purposes , as follows: in connection with each purchase of determining Purchase Shares hereunder, the Company shall issue to the Investor a number of Commitment Sharesshares of Common Stock equal to the product of (i) 818,420 and (y) the Purchase Amount Fraction. The “Purchase Amount Fraction” shall mean a fraction, the price numerator of which is the Purchase Amount purchased by the Investor with respect to such purchase of Purchase Shares and the denominator of which is Ten Million Dollars ($10,000,000). The Additional Commitment Shares shall be equal to the lesser of (x) a per share price that is equal to 100% of the DPCM Price equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or (y) the average closing price of the Common Stock for the ten (10) business days prior to the date such shares are issuedother similar transaction. For the avoidance of doubt, (1) all of the Initial Commitment Shares shall be fully earned as of the date of this Agreement, whether or not the Commencement shall occur or any Purchase Shares are purchased by the Investor under this Agreement and irrespective of any subsequent termination of this Agreement but and (2) the Additional Commitment Fee will in no event Shares shall be paid fully earned as of the date of their issuance pursuant to this Agreement, whether or not any additional Purchase Shares are purchased thereafter by the Investor if the Closing does not occurunder this Agreement and irrespective of any subsequent termination of this Agreement.

Issuance of Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, the Company shall pay the Investor cash or cause the Transfer Agent to issue issue, on the date of this Agreement, 375,000 shares of Common Stock (the “Initial Commitment Shares”) directly to the Investor in an aggregate amount equal to Two Million Six Hundred Twenty Five Thousand Dollars ($2,625,000) (the “Commitment Fee”) and shall deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions with respect to the issuance of the Initial Commitment Shares in the form as set forth in Section 6. The Company shall pay the Commitment Fee to the Investor as follows: (i) on the date of Closing, Eight Hundred Seventy Five Thousand Dollars ($875,000) of shares of Common Stock shall be delivered to the Investor (the “Initial Tranche Commitment Shares”) and (ii) on or before the business day prior to the filing of the Registration Statement, the Company shall elect, and communicate to the Investor its election, to pay the remaining amount of the Commitment Fee in cash or shares of Common Stock. If the Company elects to pay the remaining amount of the Commitment Fee in cash, the Company shall pay to the Investor, within ninety (90) days of the date of Closing, an amount in cash, by wire transfer of immediately available funds, equal to One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). If the Company elects to pay the fee in shares of Common Stock, One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) of shares of Common Stock will be issued to the Investor at least one business day prior to the date of filing of the Registration Statement (the “Second Tranche Commitment Shares,” and together with the Initial Tranche Commitment Shares, the “Commitment Shares”). For purposes of determining the number of Commitment Shares, the price of the Commitment Shares shall be equal to the lesser of (x) a per share price that is equal to 100% of the DPCM Price or (y) the average closing price of the Common Stock for the ten (10) business days prior to the date such shares are issuedExhibit E attached hereto. For the avoidance of doubt, all of the Initial Commitment Shares shall be fully earned as of the date of this Agreement, whether or not the Commencement shall occur or any Purchase Shares are purchased by the Investor under this Agreement and irrespective of any subsequent termination of this Agreement but Agreement. In connection with each Regular Purchase and each Accelerated Purchase of Purchase Shares hereunder, the Commitment Fee will in no event be paid Company shall issue to the Investor if a number of shares of Common Stock (the Closing does not occur“Additional Commitment Shares” and, together with the Initial Commitment Shares, the “Commitment Shares”) equal to the product of (x) 375,000 and (y) the Purchase Amount Fraction. The “Purchase Amount Fraction” shall mean a fraction, the numerator of which is the Purchase Amount purchased by the Investor with respect to such Regular Purchase and Accelerated Purchase (as applicable) of Purchase Shares and the denominator of which is Fifteen Million Dollars ($15,000,000). The Additional Commitment Shares shall be issued to the Investor on the same Business Day as Purchase Shares are issued to the Investor in connection with the applicable Regular Purchase and Accelerated Purchase (as applicable) in accordance with Section 2(c). In no event shall the amount of the Additional Commitment Shares to be issued under this Agreement exceed 375,000 shares of Common Stock, provided that such Additional Commitment Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction.

Issuance of Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, the Company shall pay cause to be issued to the Investor cash or cause the Transfer Agent to issue a total of One Hundred Thousand (100,000) shares of Common Stock directly to the Investor in an aggregate amount equal to Two Million Six Hundred Twenty Five Thousand Dollars ($2,625,000) (the “Initial Commitment FeeShares”) and shall deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions in the form as set forth in Section 6. The Company shall pay the Commitment Fee with respect to the Investor as follows: (i) on the date issuance of Closing, Eight Hundred Seventy Five Thousand Dollars ($875,000) of shares of Common Stock shall be delivered to the Investor (the “Initial Tranche such Commitment Shares”) and (ii) on or before the business day prior to the filing of the Registration Statement, the Company shall elect, and communicate to the Investor its election, to pay the remaining amount of the Commitment Fee in cash or shares of Common Stock. If the Company elects to pay the remaining amount of the Commitment Fee in cash, the Company shall pay to the Investor, within ninety (90) days of the date of Closing, an amount in cash, by wire transfer of immediately available funds, equal to One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). If the Company elects to pay the fee in shares of Common Stock, One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) of shares of Common Stock will be issued to the Investor at least one business day prior to the date of filing of the Registration Statement (the “Second Tranche Commitment Shares,” and together with the Initial Tranche Commitment Shares, the “Commitment Shares”). For purposes of determining the number of Commitment Shares, the price of the Commitment Shares shall be equal to the lesser of (x) a per share price that is equal to 100% of the DPCM Price or (y) the average closing price of the Common Stock for the ten (10) business days prior to the date such shares are issued. For the avoidance of doubt, all of the Commitment Shares shall be fully earned as of the date of this Agreement, whether or not the Commencement shall occur or any Purchase Shares are purchased by the Investor under this Agreement and irrespective of any subsequent termination of this Agreement but Agreement. Upon the Commitment Fee will in no event be paid Available Amount being reduced to an amount equal to or less than $13,000,000 (the “Available Amount Threshold”) as a result of Purchases pursuant to this Agreement, the Company shall issue to the Investor if Sixty-Two Thousand Five Hundred (62,500) shares of Common Stock (the Closing does not occur“Additional Commitment Shares”, and, together with the Initial Commitment Shares, the “Commitment Shares”). The Additional Commitment Shares shall be issued to the Investor on the same Business Day that Purchase Shares are issued to the Investor in connection with the applicable Regular Purchase and Accelerated Purchase (as applicable) in accordance with Section 2 hereof, thereby causing the Available Amount Threshold to be reached. In no event shall the amount of the Additional Commitment Shares to be issued under this Agreement exceed Sixty-Two Thousand Five Hundred (62,500) shares of Common Stock, provided that such Additional Commitment Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction.

Issuance of Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, the Company shall pay the Investor cash or cause the Transfer Agent to issue shares issue, upon the purchase of the Initial Purchase Shares, 110,754 Common Stock Shares (the “Initial Commitment Shares”) directly to the Investor in an aggregate amount equal to Two Million Six Hundred Twenty Five Thousand Dollars ($2,625,000) (the “Commitment Fee”) electronically as DWAC Shares and shall deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions in the form as set forth in Section 6. The Company shall pay the Commitment Fee with respect to the Investor as follows: (i) on issuance of the date of Closing, Eight Hundred Seventy Five Thousand Dollars ($875,000) of shares of Common Stock shall be delivered to the Investor (the “Initial Tranche Commitment Shares”) and (ii) on or before the business day prior to the filing of the Registration Statement, the Company shall elect, and communicate to the Investor its election, to pay the remaining amount of the Commitment Fee in cash or shares of Common Stock. If the Company elects to pay the remaining amount of the Commitment Fee in cash, the Company shall pay to the Investor, within ninety (90) days of the date of Closing, an amount in cash, by wire transfer of immediately available funds, equal to One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). If the Company elects to pay the fee in shares of Common Stock, One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) of shares of Common Stock will be issued to the Investor at least one business day prior to the date of filing of the Registration Statement (the “Second Tranche Commitment Shares,” and together with the Initial Tranche Commitment Shares, the “Commitment Shares”). For purposes of determining the number of Commitment Shares, the price of the Commitment Shares shall be equal to the lesser of (x) a per share price that is equal to 100% of the DPCM Price or (y) the average closing price of the Common Stock for the ten (10) business days prior to the date such shares are issued. For the avoidance of doubt, all of the Initial Commitment Shares shall be fully earned upon the purchase of the Initial Purchase Shares, whether or not any additional Purchase Shares are purchased thereafter by the Investor under this Agreement and irrespective of any termination of this Agreement. In connection with the Initial Purchase and each Regular Purchase and each Accelerated Purchase of Purchase Shares hereunder, the Company shall issue to the Investor a number of Common Shares (the “Additional Commitment Shares” and, collectively with the Initial Commitment Shares, the “Commitment Shares”) equal to the product of (x) 110,753 and (y) the Purchase Amount Fraction. The “Purchase Amount Fraction” shall mean a fraction, the numerator of which is the Purchase Amount purchased by the Investor with respect to such Initial Purchase, Regular Purchase and Accelerated Purchase (as applicable) of Purchase Shares and the denominator of which is US$26,000,000. The Commitment Shares shall be issued to the Investor on the same Business Day as Purchase Shares are issued to the Investor in connection with the applicable Regular Purchase and Accelerated Purchase (as applicable) in accordance with Section 2(c). The Additional Commitment Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction. For the avoidance of doubt, the Additional Commitment Shares shall be fully earned as of the date of their pro rata issuance as Purchase Shares are issued to the Investor in connection with the applicable Regular Purchase and Accelerated Purchase (as applicable) in accordance with Section 2(c), whether or not any additional Purchase Shares are purchased thereafter by the Investor under this Agreement, Agreement and irrespective of any subsequent termination of this Agreement but the Commitment Fee will in no event be paid to the Investor if the Closing does not occurAgreement.

Issuance of Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, the Company shall pay the Investor cash or cause the Transfer Agent to issue on the date of this Agreement Fifty Thousand Eight Hundred Ninety-One (50,891) shares of Common Stock (the “Initial Commitment Shares”) directly to the Investor in an aggregate amount equal to Two Million Six Hundred Twenty Five Thousand Dollars ($2,625,000) (the “Commitment Fee”) and shall deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions in the form as set forth in Section 6. The Company shall pay the Commitment Fee to the Investor as follows: (i) on the date of Closing, Eight Hundred Seventy Five Thousand Dollars ($875,000) of shares of Common Stock shall be delivered to the Investor (the “Initial Tranche Commitment Shares”) and (ii) on or before the business day prior to the filing of the Registration Statement, the Company shall elect, and communicate to the Investor its election, to pay the remaining amount of the Commitment Fee in cash or shares of Common Stock. If the Company elects to pay the remaining amount of the Commitment Fee in cash, the Company shall pay to the Investor, within ninety (90) days of the date of Closing, an amount in cash, by wire transfer of immediately available funds, equal to One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). If the Company elects to pay the fee in shares of Common Stock, One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) of shares of Common Stock will be issued to the Investor at least one business day prior to the date of filing of the Registration Statement (the “Second Tranche Commitment Shares,” and together with the Initial Tranche Commitment Shares, the “Commitment Shares”). For purposes of determining the number of Commitment Shares, the price of the Commitment Shares shall be equal to the lesser of (x) a per share price that is equal to 100% of the DPCM Price or (y) the average closing price of the Common Stock for the ten (10) business days prior to the date such shares are issued6 hereof. For the avoidance of doubt, all of the Initial Commitment Shares shall be fully earned as of the date of this Agreement, whether or not the Commencement shall occur or any Purchase Shares are purchased by the Investor under this Agreement and irrespective of any subsequent termination of this Agreement but Agreement. In connection with each Regular Purchase and each Accelerated Purchase of Purchase Shares hereunder, the Commitment Fee will in no event be paid Company shall issue to the Investor if a number of shares of Common Stock (the Closing does not occur“Additional Commitment Shares” and, together with the Initial Commitment Shares, the “Commitment Shares”) equal to the product of (x) One Hundred One Thousand Seven Hundred Eighty-One (101,781) and (y) the Purchase Amount Fraction. The “Purchase Amount Fraction” shall mean a fraction, the numerator of which is the Purchase Amount purchased by the Investor with respect to such Regular Purchase and Accelerated Purchase (as applicable) of Purchase Shares and the denominator of which is Thirty Million Dollars ($30,000,000). The Additional Commitment Shares shall be issued to the Investor on the same Business Day as Purchase Shares are issued to the Investor in connection with the applicable Regular Purchase and Accelerated Purchase (as applicable) in accordance with Section 2 hereof. In no event shall the amount of the Additional Commitment Shares to be issued under this Agreement exceed One Hundred One Thousand Seven Hundred Eighty-One (101,781) shares of Common Stock, provided that such Additional Commitment Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction.

Issuance of Commitment Shares. In consideration for Immediately upon the Investor’s execution and delivery of this Agreement, the Company shall pay to the Investor as consideration for the Investor entering into this Agreement a commitment fee payable as either, at the election of the Company, (i) cash equal to 103,164 multiplied by the Market Price ($1.62) or cause the Transfer Agent to issue (ii) in lieu of cash, 103,164 shares of Common Stock directly to the Investor in an aggregate amount equal to Two Million Six Hundred Twenty Five Thousand Dollars ($2,625,000) (the “Initial Commitment FeeShares”) and ). In the event the Company elects to issue the Initial Commitment Shares to the Investor, the Company shall deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions a letter in the form as set forth in Section 6as Exhibit E attached hereto with respect to the issuance of the Initial Commitment Shares. The In connection with each purchase of Purchase Shares hereunder, the Company shall pay the Commitment Fee agrees to issue to the Investor as follows: (i) on the date of Closing, Eight Hundred Seventy Five Thousand Dollars ($875,000) a number of shares of Common Stock shall be delivered to the Investor (the “Initial Tranche Additional Commitment Shares”) and (ii) on or before the business day prior to the filing of the Registration Statement, the Company shall elect, and communicate to the Investor its election, to pay the remaining amount of the Commitment Fee in cash or shares of Common Stock. If the Company elects to pay the remaining amount of the Commitment Fee in cash, the Company shall pay to the Investor, within ninety (90) days of the date of Closing, an amount in cash, by wire transfer of immediately available funds, equal to One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). If the Company elects to pay the fee in shares of Common Stock, One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) of shares of Common Stock will be issued to the Investor at least one business day prior to the date of filing of the Registration Statement (the “Second Tranche Commitment Shares,” and together with the Initial Tranche Commitment Shares, the “Commitment Shares”) equal to the product of (x) 103,164 and (y) the Purchase Amount Fraction. In no event, however, shall the amount of the Additional Commitment Shares exceed 103,164 shares unless adjusted for a Company common stock stock split or other similar transaction. The “Purchase Amount Fraction” shall mean a fraction, the numerator of which is the Purchase Amount purchased by the Investor with respect to such purchase of Purchase Shares and the denominator of which is Five Million Dollars ($5,000,000). For purposes of determining the number of Commitment Shares, the price of the The Additional Commitment Shares shall be equal to the lesser of (x) a per share price that is equal to 100% of the DPCM Price equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or (y) the average closing price of the Common Stock for the ten (10) business days prior to the date such shares are issuedother similar transaction. For the avoidance of doubt, all of the The Initial Commitment Shares shall be fully earned as issued in certificated form and shall bear the Restrictive Legend. The Investor agrees that the Investor shall not pledge, transfer or sell the Commitment Shares until the earlier of (a) 500 Business Days (25 Monthly Periods) from the date hereof, (b) the date on which this Agreement has been terminated, or (c) the date on which the Investor has purchased Five Million Dollars ($5,000,000) worth of Purchase Shares, provided, however, that such restrictions shall not apply: (i) in connection with any transfers to or among affiliates (as defined in the Exchange Act), or (ii) if an Event of Default has occurred, or any event which, after notice and/or lapse of time, would become an Event of Default, including any failure by the Company to timely issue Purchase Shares under this Agreement. Notwithstanding the forgoing, irrespective of any subsequent termination of this Agreement but the Investor may transfer Commitment Fee will Shares to a third party in no event be paid order to settle a sale made by the Investor where the Investor reasonably expects the Company to deliver additional Purchase Shares to the Investor if under this Agreement so long as the Closing does not occurInvestor maintains ownership of the amount of Commitment Shares received up to that point by "replacing" such Commitment Shares so transferred with new Purchase Shares when the new Purchase Shares are actually issued by the Company to the Investor.

Issuance of Commitment Shares. In consideration for Immediately upon the Investor’s execution and delivery of this Agreement, the Company shall pay issue to the Investor cash or cause as consideration for the Transfer Agent to issue Investor entering into this Agreement 137,500 shares of Common Stock directly to the Investor in an aggregate amount equal to Two Million Six Hundred Twenty Five Thousand Dollars ($2,625,000) (the “Initial Commitment FeeShares”) and shall deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions a letter in the form as set forth in Section 6as Exhibit E attached hereto with respect to the issuance of the Initial Commitment Shares. The In connection with each purchase of Purchase Shares hereunder, the Company shall pay the Commitment Fee agrees to issue to the Investor as follows: (i) on the date of Closing, Eight Hundred Seventy Five Thousand Dollars ($875,000) a number of shares of Common Stock shall be delivered to the Investor (the “Initial Tranche Additional Commitment Shares”) and (ii) on or before the business day prior to the filing of the Registration Statement, the Company shall elect, and communicate to the Investor its election, to pay the remaining amount of the Commitment Fee in cash or shares of Common Stock. If the Company elects to pay the remaining amount of the Commitment Fee in cash, the Company shall pay to the Investor, within ninety (90) days of the date of Closing, an amount in cash, by wire transfer of immediately available funds, equal to One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). If the Company elects to pay the fee in shares of Common Stock, One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) of shares of Common Stock will be issued to the Investor at least one business day prior to the date of filing of the Registration Statement (the “Second Tranche Commitment Shares,” and together with the Initial Tranche Commitment Shares, the “Commitment Shares”) equal to the product of (x) 180,000 and (y) the Purchase Amount Fraction. The “Purchase Amount Fraction” shall mean a fraction, the numerator of which is the Purchase Amount purchased by the Investor with respect to such purchase of Purchase Shares and the denominator of which is Five Million Dollars ($5,000,000). For purposes of determining the number of Commitment Shares, the price of the The Additional Commitment Shares shall be equal to the lesser of (x) a per share price that is equal to 100% of the DPCM Price equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or (y) the average closing price of the Common Stock for the ten (10) business days prior to the date such shares are issuedother similar transaction. For the avoidance of doubt, all of the The Initial Commitment Shares shall be fully earned as issued in certificated form and shall bear the Restrictive Legend. The Investor agrees that the Investor shall not pledge, transfer or sell the Commitment Shares until the earlier of (a) 600 Business Days (30 Monthly Periods) from the date hereof or (b) the date on which this Agreement has been terminated, provided, however, that such restrictions shall not apply: (i) in connection with any transfers to or among affiliates (as defined in the Exchange Act), or (ii) if an Event of Default has occurred, or any event which, after notice and/or lapse of time, would become an Event of Default, including any failure by the Company to timely issue Purchase Shares under this Agreement. Notwithstanding the forgoing, irrespective of any subsequent termination of this Agreement but the Investor may transfer Commitment Fee will Shares to a third party in no event be paid order to settle a sale made by the Investor where the Investor reasonably expects the Company to deliver additional Purchase Shares to the Investor if under this Agreement so long as the Closing does not occurInvestor maintains ownership of the amount of Commitment Shares received up to that point by "replacing" such Commitment Shares so transferred with new Purchase Shares when the new Purchase Shares are actually issued by the Company to the Investor.

Issuance of Commitment Shares. In consideration for Within one (1) Business Day following the Investor’s execution Commencement Date, and delivery of this Agreementconcurrently with the Investor purchasing the Initial Purchase Shares and Warrants in accordance with Section 2(a) hereof, the Company shall pay issue to the Investor cash or as consideration for the Investor entering into this Agreement 300,000 shares of Common Stock (the “Initial Commitment Shares”) and shall cause the Transfer Agent to deliver the Initial Commitment Shares electronically via the DTC FAST System to Investor’s account as specified by the Investor . In connection with each purchase of Purchase Shares hereunder, the Company agrees to issue shares of Common Stock directly to the Investor in an aggregate amount equal to Two Million Six Hundred Twenty Five Thousand Dollars ($2,625,000) (the “Commitment Fee”) and shall deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions in the form as set forth in Section 6. The Company shall pay the Commitment Fee to the Investor as follows: (i) on the date of Closing, Eight Hundred Seventy Five Thousand Dollars ($875,000) a number of shares of Common Stock shall be delivered to the Investor (the “Initial Tranche Additional Commitment Shares”) and (ii) on or before the business day prior to the filing of the Registration Statement, the Company shall elect, and communicate to the Investor its election, to pay the remaining amount of the Commitment Fee in cash or shares of Common Stock. If the Company elects to pay the remaining amount of the Commitment Fee in cash, the Company shall pay to the Investor, within ninety (90) days of the date of Closing, an amount in cash, by wire transfer of immediately available funds, equal to One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). If the Company elects to pay the fee in shares of Common Stock, One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) of shares of Common Stock will be issued to the Investor at least one business day prior to the date of filing of the Registration Statement (the “Second Tranche Commitment Shares,” and together with the Initial Tranche Commitment Shares, the “Commitment Shares”) equal to the product of (x) 1,500,000 and (y) the Purchase Amount Fraction. The “Purchase Amount Fraction” shall mean a fraction, the numerator of which is the Purchase Amount purchased by the Investor with respect to such purchase of Purchase Shares and the denominator of which is Thirty Million Dollars ($30,000,000). For purposes of determining Notwithstanding the number of Commitment Sharesforegoing, the price of the no Additional Commitment Shares shall be equal to paid on the lesser of (x) a per share price that is equal to 100% Investor's purchase of the DPCM Price Initial Purchase Shares and the Warrant or (y) the average closing price amounts paid upon the exercise, if any, of the Common Stock for the ten (10) business days prior to the date such shares are issuedWarrant. For the avoidance of doubt, all of the The Additional Commitment Shares shall be fully earned as equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction. The Investor agrees that the Investor shall not pledge, transfer or sell the Commitment Shares until the earlier of (a) 600 Business Days (30 Monthly Periods) from the date hereof or (b) the date on which this Agreement has been terminated, provided, however, that such restrictions shall not apply: (i) in connection with any transfers to or among affiliates (as defined in the Exchange Act), or (ii) if an Event of Default has occurred, or any event which, after notice and/or lapse of time, would become an Event of Default, including any failure by the Company to timely issue Purchase Shares under this Agreement. Notwithstanding the forgoing, irrespective of any subsequent termination of this Agreement but the Investor may transfer Commitment Fee will Shares to a third party in no event be paid order to settle a sale made by the Investor where the Investor reasonably expects the Company to deliver additional Purchase Shares to the Investor if under this Agreement so long as the Closing does not occurInvestor maintains ownership of the amount of Commitment Shares received up to that point by "replacing" such Commitment Shares so transferred with new Purchase Shares when the new Purchase Shares are actually issued by the Company to the Investor.

Issuance of Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, the Company shall pay the Investor cash or cause the Transfer Agent to issue no later than the date of the filing of the Initial Prospectus Supplement 75,000 shares of Common Stock (the “Initial Commitment Shares”) directly to the Investor in an aggregate amount equal to Two Million Six Hundred Twenty Five Thousand Dollars ($2,625,000) (the “Commitment Fee”) and shall deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions in the form as set forth in Section 6. The Company shall pay the Commitment Fee to the Investor as follows: (i) on the date of Closing, Eight Hundred Seventy Five Thousand Dollars ($875,000) of shares of Common Stock shall be delivered to the Investor (the “Initial Tranche Commitment Shares”) and (ii) on or before the business day prior to the filing of the Registration Statement, the Company shall elect, and communicate to the Investor its election, to pay the remaining amount of the Commitment Fee in cash or shares of Common Stock. If the Company elects to pay the remaining amount of the Commitment Fee in cash, the Company shall pay to the Investor, within ninety (90) days of the date of Closing, an amount in cash, by wire transfer of immediately available funds, equal to One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). If the Company elects to pay the fee in shares of Common Stock, One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) of shares of Common Stock will be issued to the Investor at least one business day prior to the date of filing of the Registration Statement (the “Second Tranche Commitment Shares,” and together with the Initial Tranche Commitment Shares, the “Commitment Shares”). For purposes of determining the number of Commitment Shares, the price of the Commitment Shares shall be equal to the lesser of (x) a per share price that is equal to 100% of the DPCM Price or (y) the average closing price of the Common Stock for the ten (10) business days prior to the date such shares are issued6 hereto. For the avoidance of doubt, all of the Initial Commitment Shares shall be fully earned as of the date of this Agreement, whether or not the Commencement shall occur or any Purchase Shares are purchased by the Investor under this Agreement and irrespective of any subsequent termination of this Agreement but Agreement. In connection with each Regular Purchase and each Accelerated Purchase of Purchase Shares hereunder, the Commitment Fee will in no event be paid Company shall issue to the Investor if a number of shares of Common Stock (the Closing does not occur“Additional Commitment Shares” and, together with the Initial Commitment Shares, the “Commitment Shares”) equal to the product of (x) 75,000 and (y) the Purchase Amount Fraction. The “Purchase Amount Fraction” shall mean a fraction, the numerator of which is the Purchase Amount purchased by the Investor with respect to such Regular Purchase and Accelerated Purchase (as applicable) of Purchase Shares and the denominator of which is One Hundred Fifty Million Dollars ($150,000,000). The Additional Commitment Shares shall be issued to the Investor on the same Business Day as Purchase Shares are issued to the Investor in connection with the applicable Regular Purchase, Accelerated Purchase and Additional Accelerated Purchase (as applicable) in accordance with Section 2. In no event shall the amount of the Additional Commitment Shares to be issued under this Agreement exceed 75,000 shares of Common Stock, provided that such Additional Commitment Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction.

Issuance of Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, the Company shall pay cause to be issued to the Investor cash or cause the Transfer Agent to issue a total of 1,360,503 shares of Common Stock directly to the Investor in an aggregate amount equal to Two Million Six Hundred Twenty Five Thousand Dollars ($2,625,000) (the “Initial Commitment FeeShares”) not later than the close of business on the next Business Day immediately following the date of this Agreement and shall shall, concurrently with the execution of this Agreement on the date hereof, deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions in with respect to the form as set forth in Section 6issuance of such Initial Commitment Shares to the Investor within such time period. The Company shall pay the Commitment Fee cause to the Investor as follows: (i) on the date of Closing, Eight Hundred Seventy Five Thousand Dollars ($875,000) of shares of Common Stock shall be delivered to the Investor (the “Initial Tranche Commitment Shares”) and (ii) on or before the business day prior to the filing of the Registration Statement, the Company shall elect, and communicate to the Investor its election, to pay the remaining amount of the Commitment Fee in cash or shares of Common Stock. If the Company elects to pay the remaining amount of the Commitment Fee in cash, the Company shall pay to the Investor, within ninety (90) days of the date of Closing, an amount in cash, by wire transfer of immediately available funds, equal to One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). If the Company elects to pay the fee in shares of Common Stock, One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) of shares of Common Stock will be issued to the Investor at least one business day prior up to the date 680,252 shares of filing of the Registration Statement Common Stock (the “Second Tranche Additional Commitment Shares,” and together and, collectively with the Initial Tranche Commitment Shares, the “Commitment Shares”). For purposes , as follows: in connection with each purchase of determining Purchase Shares hereunder, the Company shall issue to the Investor a number of Commitment Sharesshares of Common Stock equal to the product of (i) 680,252 and (y) the Purchase Amount Fraction. The “Purchase Amount Fraction” shall mean a fraction, the price numerator of which is the Purchase Amount purchased by the Investor with respect to such purchase of Purchase Shares and the denominator of which is Thirty Million Dollars ($30,000,000). The Additional Commitment Shares shall be equal to the lesser of (x) a per share price that is equal to 100% of the DPCM Price equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or (y) the average closing price of the Common Stock for the ten (10) business days prior to the date such shares are issuedother similar transaction. For the avoidance of doubt, (1) all of the Initial Commitment Shares shall be fully earned as of the date of this Agreement, whether or not the Commencement shall occur or any Purchase Shares are purchased by the Investor under this Agreement and irrespective of any subsequent termination of this Agreement but and (2) the Additional Commitment Fee will in no event Shares shall be paid fully earned as of the date of their issuance pursuant to this Agreement, whether or not any additional Purchase Shares are purchased thereafter by the Investor if the Closing does not occurunder this Agreement and irrespective of any subsequent termination of this Agreement.

Issuance of Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, the Company shall pay the Investor cash or cause the Transfer Agent to issue on the date of this Agreement 350,000 shares of Common Stock (the “Initial Commitment Shares”) directly to the Investor in an aggregate amount equal to Two Million Six Hundred Twenty Five Thousand Dollars ($2,625,000) (the “Commitment Fee”) and shall deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions in the form as set forth in Section 6. The Company shall pay the Commitment Fee to the Investor as follows: (i) on the date of Closing, Eight Hundred Seventy Five Thousand Dollars ($875,000) of shares of Common Stock shall be delivered to the Investor (the “Initial Tranche Commitment Shares”) and (ii) on or before the business day prior to the filing of the Registration Statement, the Company shall elect, and communicate to the Investor its election, to pay the remaining amount of the Commitment Fee in cash or shares of Common Stock. If the Company elects to pay the remaining amount of the Commitment Fee in cash, the Company shall pay to the Investor, within ninety (90) days of the date of Closing, an amount in cash, by wire transfer of immediately available funds, equal to One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). If the Company elects to pay the fee in shares of Common Stock, One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) of shares of Common Stock will be issued to the Investor at least one business day prior to the date of filing of the Registration Statement (the “Second Tranche Commitment Shares,” and together with the Initial Tranche Commitment Shares, the “Commitment Shares”). For purposes of determining the number of Commitment Shares, the price of the Commitment Shares shall be equal to the lesser of (x) a per share price that is equal to 100% of the DPCM Price or (y) the average closing price of the Common Stock for the ten (10) business days prior to the date such shares are issuedExhibit E attached hereto. For the avoidance of doubt, all of the Initial Commitment Shares shall be fully earned as of the date of this Agreement, whether or not the Commencement shall occur or any Purchase Shares are purchased by the Investor under this Agreement and irrespective of any subsequent termination of this Agreement but Agreement. In connection with each Regular Purchase and each Accelerated Purchase of Purchase Shares hereunder, the Commitment Fee will in no event be paid Company shall issue to the Investor if a number of shares of Common Stock (the Closing does not occur“Additional Commitment Shares” and, together with the Initial Commitment Shares, the “Commitment Shares”) equal to the product of (x) 650,000 and (y) the Purchase Amount Fraction. The “Purchase Amount Fraction” shall mean a fraction, the numerator of which is the Purchase Amount purchased by the Investor with respect to such Regular Purchase and Accelerated Purchase (as applicable) of Purchase Shares and the denominator of which is Twenty Million Dollars ($20,000,000). The Additional Commitment Shares shall be issued to the Investor on the same Business Day as Purchase Shares are issued to the Investor in connection with the applicable Regular Purchase and Accelerated Purchase (as applicable) in accordance with Section 2(c). In no event shall the amount of the Additional Commitment Shares to be issued under this Agreement exceed 650,000 shares of Common Stock, provided that such Additional Commitment Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction.

Issuance of Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, the Company shall pay cause to be issued to the Investor cash or cause the Transfer Agent to issue a total of 600,000 shares of Common Stock directly to the Investor in an aggregate amount equal to Two Million Six Hundred Twenty Five Thousand Dollars ($2,625,000) (the “Initial Commitment FeeShares”) immediately upon the execution of this Agreement and shall deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions in with respect to the form as set forth in Section 6issuance of such Initial Commitment Shares. The Company shall pay the Commitment Fee cause to the Investor as follows: (i) on the date of Closing, Eight Hundred Seventy Five Thousand Dollars ($875,000) of shares of Common Stock shall be delivered to the Investor (the “Initial Tranche Commitment Shares”) and (ii) on or before the business day prior to the filing of the Registration Statement, the Company shall elect, and communicate to the Investor its election, to pay the remaining amount of the Commitment Fee in cash or shares of Common Stock. If the Company elects to pay the remaining amount of the Commitment Fee in cash, the Company shall pay to the Investor, within ninety (90) days of the date of Closing, an amount in cash, by wire transfer of immediately available funds, equal to One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). If the Company elects to pay the fee in shares of Common Stock, One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) of shares of Common Stock will be issued to the Investor at least one business day prior up to the date 600,000 shares of filing of the Registration Statement Common Stock (the “Second Tranche Additional Commitment Shares,” and together and, collectively with the Initial Tranche Commitment Shares, the “Commitment Shares”). For purposes , as follows: in connection with each purchase of determining Purchase Shares hereunder, the Company shall issue to the Investor a number of Commitment Sharesshares of Common Stock equal to the product of (i) 600,000 and (y) the Purchase Amount Fraction. The “Purchase Amount Fraction” shall mean a fraction, the price numerator of which is the Purchase Amount purchased by the Investor with respect to such purchase of Purchase Shares and the denominator of which is Thirty Million Dollars ($30,000,000). The Additional Commitment Shares shall be equal to the lesser of (x) a per share price that is equal to 100% of the DPCM Price equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or (y) the average closing price of the Common Stock for the ten (10) business days prior to the date such shares are issuedother similar transaction. For the avoidance of doubt, (1) all of the Initial Commitment Shares shall be fully earned as of the date of this Agreement, whether or not the Commencement shall occur or any Purchase Shares are purchased by the Investor under this Agreement and irrespective of any subsequent termination of this Agreement but and (2) the Additional Commitment Fee will in no event Shares shall be paid fully earned as of the date of their issuance pursuant to this Agreement, whether or not any additional Purchase Shares are purchased thereafter by the Investor if the Closing does not occurunder this Agreement and irrespective of any subsequent termination of this Agreement.

Issuance of Commitment Shares. In consideration for Immediately upon the Investor’s execution and delivery of this Agreement, the Company shall pay issue to the Investor cash or cause as consideration for the Transfer Agent to issue Investor entering into this Agreement 120,000 shares of Common Stock directly (the “Initial Commitment Shares”). In connection with each purchase of Purchase Shares hereunder, the Company agrees to issue to the Investor in an aggregate amount equal to Two Million Six Hundred Twenty Five Thousand Dollars ($2,625,000) (the “Commitment Fee”) and shall deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions in the form as set forth in Section 6. The Company shall pay the Commitment Fee to the Investor as follows: (i) on the date of Closing, Eight Hundred Seventy Five Thousand Dollars ($875,000) a number of shares of Common Stock shall be delivered to the Investor (the “Initial Tranche Additional Commitment Shares”) and (ii) on or before the business day prior to the filing of the Registration Statement, the Company shall elect, and communicate to the Investor its election, to pay the remaining amount of the Commitment Fee in cash or shares of Common Stock. If the Company elects to pay the remaining amount of the Commitment Fee in cash, the Company shall pay to the Investor, within ninety (90) days of the date of Closing, an amount in cash, by wire transfer of immediately available funds, equal to One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). If the Company elects to pay the fee in shares of Common Stock, One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) of shares of Common Stock will be issued to the Investor at least one business day prior to the date of filing of the Registration Statement (the “Second Tranche Commitment Shares,” and together with the Initial Tranche Commitment Shares, the “Commitment Shares”) equal to the product of (x) 120,000 and (y) the Purchase Amount Fraction. The “Purchase Amount Fraction” shall mean a fraction, the numerator of which is the Purchase Amount purchased by the Investor with respect to such purchase of Purchase Shares and the denominator of which is Four Million Purchase Shares (4,000,000). For purposes of determining the number of Commitment Shares, the price of the The Additional Commitment Shares shall be equal to the lesser of (x) a per share price that is equal to 100% of the DPCM Price equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or (y) the average closing price of the Common Stock for the ten (10) business days prior to the date such shares are issuedother similar transaction. For the avoidance of doubt, all of the The Initial Commitment Shares shall be fully earned as of issued in certificated form and shall bear the date of this Agreementfollowing restrictive legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, irrespective of any subsequent termination of this Agreement but the Commitment Fee will in no event be paid to the Investor if the Closing does not occurAS 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.

Issuance of Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, the Company shall pay the Investor cash or cause the Transfer Agent to issue issue, on the date of this Agreement, 598,706 shares of Common Stock (the “Initial Commitment Shares”) directly to the Investor in an aggregate amount equal to Two Million Six Hundred Twenty Five Thousand Dollars ($2,625,000) (the “Commitment Fee”) electronically as DWAC Shares and shall deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions in the form as set forth in Section 6. The Company shall pay the Commitment Fee with respect to the Investor as follows: (i) on the date of Closing, Eight Hundred Seventy Five Thousand Dollars ($875,000) of shares of Common Stock shall be delivered to the Investor (the “Initial Tranche Commitment Shares”) and (ii) on or before the business day prior to the filing of the Registration Statement, the Company shall elect, and communicate to the Investor its election, to pay the remaining amount issuance of the Commitment Fee in cash or shares of Common Stock. If the Company elects to pay the remaining amount of the Commitment Fee in cash, the Company shall pay to the Investor, within ninety (90) days of the date of Closing, an amount in cash, by wire transfer of immediately available funds, equal to One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). If the Company elects to pay the fee in shares of Common Stock, One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) of shares of Common Stock will be issued to the Investor at least one business day prior to the date of filing of the Registration Statement (the “Second Tranche Commitment Shares,” and together with the Initial Tranche Commitment Shares, the “Commitment Shares”). For purposes of determining the number of Commitment Shares, the price of the Commitment Shares shall be equal to the lesser of (x) a per share price that is equal to 100% of the DPCM Price or (y) the average closing price of the Common Stock for the ten (10) business days prior to the date such shares are issued. For the avoidance of doubt, all of the Initial Commitment Shares shall be fully earned as of the date of this Agreement, whether or not the Commencement shall occur or any Purchase Shares are purchased by the Investor under this Agreement and irrespective of any subsequent termination of this Agreement but Agreement. In connection with the Commitment Fee will in no event be paid Initial Purchase and each Regular Purchase and each Accelerated Purchase of Purchase Shares hereunder, the Company shall issue to the Investor if a number of shares of Common Stock (the Closing does “Additional Commitment Shares” and, collectively with the Initial Commitment Shares, the “Commitment Shares”) equal to the product of (x) 299,353 and (y) the Purchase Amount Fraction. The “Purchase Amount Fraction” shall mean a fraction, the numerator of which is the Purchase Amount purchased by the Investor with respect to such Regular Purchase and Accelerated Purchase (as applicable) of Purchase Shares and the denominator of which is Eighteen Million Five Hundred Thousand Dollars ($18,500,000). The Additional Commitment Shares shall be issued to the Investor on the same Business Day as Purchase Shares are issued to the Investor in connection with the applicable Regular Purchase and Accelerated Purchase (as applicable) in accordance with Section 2(c). The Additional Commitment Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction. For the avoidance of doubt, the Additional Commitment Shares shall be fully earned as of the date of their issuance pursuant to this Agreement, whether or not occurany additional Purchase Shares are purchased thereafter by the Investor under this Agreement and irrespective of any termination of this Agreement.

Issuance of Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, the Company shall pay cause to be issued to the Investor cash or cause the Transfer Agent to issue a total of 1,529,052 shares of Common Stock directly to the Investor in an aggregate amount equal to Two Million Six Hundred Twenty Five Thousand Dollars ($2,625,000) (the “Initial Commitment FeeShares”) not later than the close of business on the next Business Day immediately following the date of this Agreement and shall shall, concurrently with the execution of this Agreement on the date hereof, deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions in with respect to the form as set forth in Section 6issuance of such Commitment Shares to the Investor within such time period. The Company shall pay the Commitment Fee cause to the Investor as follows: (i) on the date of Closing, Eight Hundred Seventy Five Thousand Dollars ($875,000) of shares of Common Stock shall be delivered to the Investor (the “Initial Tranche Commitment Shares”) and (ii) on or before the business day prior to the filing of the Registration Statement, the Company shall elect, and communicate to the Investor its election, to pay the remaining amount of the Commitment Fee in cash or shares of Common Stock. If the Company elects to pay the remaining amount of the Commitment Fee in cash, the Company shall pay to the Investor, within ninety (90) days of the date of Closing, an amount in cash, by wire transfer of immediately available funds, equal to One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). If the Company elects to pay the fee in shares of Common Stock, One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) of shares of Common Stock will be issued to the Investor at least one business day prior up to the date 917,431 shares of filing of the Registration Statement Common Stock (the “Second Tranche Additional Commitment Shares,” and together and, collectively with the Initial Tranche Commitment Shares, the “Commitment Shares”). For purposes , as follows: in connection with each purchase of determining Purchase Shares hereunder, the Company shall issue to the Investor a number of Commitment Sharesshares of Common Stock equal to the product of (i) 917,431 and (y) the Purchase Amount Fraction. The “Purchase Amount Fraction” shall mean a fraction, the price numerator of which is the Purchase Amount purchased by the Investor with respect to such purchase of Purchase Shares and the denominator of which is Twenty Million Dollars ($20,000,000). The Additional Commitment Shares shall be equal to the lesser of (x) a per share price that is equal to 100% of the DPCM Price equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or (y) the average closing price of the Common Stock for the ten (10) business days prior to the date such shares are issuedother similar transaction. For the avoidance of doubt, (1) all of the Initial Commitment Shares shall be fully earned as of the date of this Agreement, whether or not the Commencement shall occur or any Purchase Shares are purchased by the Investor under this Agreement and irrespective of any subsequent termination of this Agreement but and (2) the Additional Commitment Fee will in no event Shares shall be paid fully earned as of the date of their issuance pursuant to this Agreement, whether or not any additional Purchase Shares are purchased thereafter by the Investor if the Closing does not occurunder this Agreement and irrespective of any subsequent termination of this Agreement.

Issuance of Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, the Company shall pay the Investor cash or cause the Transfer Agent to issue issue, on the Commencement Date, 251,799 shares of Common Stock (the “Initial Commitment Shares”) directly to the Investor in an aggregate amount equal to Two Million Six Hundred Twenty Five Thousand Dollars ($2,625,000) (the “Commitment Fee”) electronically as DWAC Shares and shall deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions in the form as set forth in Section 6. The Company shall pay the Commitment Fee with respect to the Investor as follows: (i) on the date of Closing, Eight Hundred Seventy Five Thousand Dollars ($875,000) of shares of Common Stock shall be delivered to the Investor (the “Initial Tranche Commitment Shares”) and (ii) on or before the business day prior to the filing of the Registration Statement, the Company shall elect, and communicate to the Investor its election, to pay the remaining amount issuance of the Commitment Fee in cash or shares of Common Stock. If the Company elects to pay the remaining amount of the Commitment Fee in cash, the Company shall pay to the Investor, within ninety (90) days of the date of Closing, an amount in cash, by wire transfer of immediately available funds, equal to One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). If the Company elects to pay the fee in shares of Common Stock, One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) of shares of Common Stock will be issued to the Investor at least one business day prior to the date of filing of the Registration Statement (the “Second Tranche Commitment Shares,” and together with the Initial Tranche Commitment Shares, the “Commitment Shares”). For purposes of determining the number of Commitment Shares, the price of the Commitment Shares shall be equal to the lesser of (x) a per share price that is equal to 100% of the DPCM Price or (y) the average closing price of the Common Stock for the ten (10) business days prior to the date such shares are issued. For the avoidance of doubt, all of the Initial Commitment Shares shall be fully earned as of the date of this Agreement, whether or not the Commencement shall occur or any Purchase Shares are purchased by the Investor under this Agreement and irrespective of any subsequent termination of this Agreement but Agreement. In connection with the Commitment Fee will in no event be paid Initial Purchase and each Regular Purchase and each Accelerated Purchase of Purchase Shares hereunder, the Company shall issue to the Investor if a number of shares of Common Stock (the Closing does “Additional Commitment Shares” and, collectively with the Initial Commitment Shares, the “Commitment Shares”) equal to the product of (x) 323,741 and (y) the Purchase Amount Fraction. The “Purchase Amount Fraction” shall mean a fraction, the numerator of which is the Purchase Amount purchased by the Investor with respect to such Regular Purchase and Accelerated Purchase (as applicable) of Purchase Shares and the denominator of which is Twenty Million Dollars ($20,000,000). The Additional Commitment Shares shall be issued to the Investor on the same Business Day as Purchase Shares are issued to the Investor in connection with the applicable Regular Purchase and Accelerated Purchase (as applicable) in accordance with Section 2(c). The Additional Commitment Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction. For the avoidance of doubt, the Additional Commitment Shares shall be fully earned as of the date of their issuance pursuant to this Agreement, whether or not occurany additional Purchase Shares are purchased thereafter by the Investor under this Agreement and irrespective of any termination of this Agreement.

Issuance of Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, the The Company shall pay has issued to the Investor cash or cause the Transfer Agent to issue 137,500 shares of Common Stock directly (the “Initial Commitment Shares”). In connection with each purchase of Purchase Shares hereunder, the Company agrees to issue to the Investor in an aggregate amount equal to Two Million Six Hundred Twenty Five Thousand Dollars ($2,625,000) (the “Commitment Fee”) and shall deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions in the form as set forth in Section 6. The Company shall pay the Commitment Fee to the Investor as follows: (i) on the date of Closing, Eight Hundred Seventy Five Thousand Dollars ($875,000) a number of shares of Common Stock shall be delivered to the Investor (the “Initial Tranche Additional Commitment Shares”) and (ii) on or before the business day prior to the filing of the Registration Statement, the Company shall elect, and communicate to the Investor its election, to pay the remaining amount of the Commitment Fee in cash or shares of Common Stock. If the Company elects to pay the remaining amount of the Commitment Fee in cash, the Company shall pay to the Investor, within ninety (90) days of the date of Closing, an amount in cash, by wire transfer of immediately available funds, equal to One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). If the Company elects to pay the fee in shares of Common Stock, One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) of shares of Common Stock will be issued to the Investor at least one business day prior to the date of filing of the Registration Statement (the “Second Tranche Commitment Shares,” and together with the Initial Tranche Commitment Shares, the “Commitment Shares”) equal to the product of (x) 180,000 and (y) the Purchase Amount Fraction. The “Purchase Amount Fraction” shall mean a fraction, the numerator of which is the Purchase Amount purchased by the Investor with respect to such purchase of Purchase Shares and the denominator of which is Five Million Dollars ($5,000,000). For purposes of determining the number of Commitment Shares, the price of the The Additional Commitment Shares shall be equal to equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction. The Investor agrees that the lesser of (x) a per share price that is equal to 100% of the DPCM Price Investor shall not pledge, transfer or (y) the average closing price of the Common Stock for the ten (10) business days prior to the date such shares are issued. For the avoidance of doubt, all of sell the Commitment Shares shall be fully earned as until the earlier of (a) 600 Business Days (30 Monthly Periods) from the Initial Date or (b) the date on which this Agreement has been terminated, provided, however, that such restrictions shall not apply: (i) in connection with any transfers to or among affiliates (as defined in the Exchange Act), or (ii) if an Event of Default has occurred, or any event which, after notice and/or lapse of time, would become an Event of Default, including any failure by the Company to timely issue Purchase Shares under this Agreement. Notwithstanding the forgoing, irrespective of any subsequent termination of this Agreement but the Investor may transfer Commitment Fee will Shares to a third party in no event be paid order to settle a sale made by the Investor where the Investor reasonably expects the Company to deliver additional Purchase Shares to the Investor if under this Agreement so long as the Closing does not occurInvestor maintains ownership of the amount of Commitment Shares received up to that point by "replacing" such Commitment Shares so transferred with new Purchase Shares when the new Purchase Shares are actually issued by the Company to the Investor.

Issuance of Commitment Shares. In consideration for (i) the Investor’s execution and delivery of this AgreementAgreement and (ii) an initial investment of One Hundred Thousand Dollars ($100,000) by the Investor in the Company on the date hereof, the Company shall pay the Investor cash or cause the Transfer Agent to issue issue, on the date of this Agreement, 341,858 shares of Common Stock (the “Initial Commitment Shares”) and the 250,000 Initial Purchase Shares directly to the Investor in an aggregate amount equal to Two Million Six Hundred Twenty Five Thousand Dollars ($2,625,000) (the “Commitment Fee”) and shall deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions with respect to the issuance of the Initial Commitment Shares and Initial Purchase Shares in the form as set forth in Section 6. The Company shall pay the Commitment Fee to the Investor as follows: (i) on the date of Closing, Eight Hundred Seventy Five Thousand Dollars ($875,000) of shares of Common Stock shall be delivered to the Investor (the “Initial Tranche Commitment Shares”) and (ii) on or before the business day prior to the filing of the Registration Statement, the Company shall elect, and communicate to the Investor its election, to pay the remaining amount of the Commitment Fee in cash or shares of Common Stock. If the Company elects to pay the remaining amount of the Commitment Fee in cash, the Company shall pay to the Investor, within ninety (90) days of the date of Closing, an amount in cash, by wire transfer of immediately available funds, equal to One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). If the Company elects to pay the fee in shares of Common Stock, One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) of shares of Common Stock will be issued to the Investor at least one business day prior to the date of filing of the Registration Statement (the “Second Tranche Commitment Shares,” and together with the Initial Tranche Commitment Shares, the “Commitment Shares”). For purposes of determining the number of Commitment Shares, the price of the Commitment Shares shall be equal to the lesser of (x) a per share price that is equal to 100% of the DPCM Price or (y) the average closing price of the Common Stock for the ten (10) business days prior to the date such shares are issuedExhibit E attached hereto. For the avoidance of doubt, all of the Initial Commitment Shares shall be fully earned as of the date of this Agreement, whether or not the Commencement shall occur or any Purchase Shares are purchased by the Investor under this Agreement and irrespective of any subsequent termination of this Agreement but Agreement. In connection with each Regular Purchase and each Accelerated Purchase of Purchase Shares hereunder, the Commitment Fee will in no event be paid Company shall issue to the Investor if a number of shares of Common Stock (the Closing does not occur“Additional Commitment Shares” and, together with the Initial Commitment Shares, the “Commitment Shares”) equal to the product of (x) 133,409 and (y) the Purchase Amount Fraction. The “Purchase Amount Fraction” shall mean a fraction, the numerator of which is the Purchase Amount purchased by the Investor with respect to such Regular Purchase and Accelerated Purchase (as applicable) of Purchase Shares and the denominator of which is Ten Million Dollars ($10,000,000). The Additional Commitment Shares shall be issued to the Investor on the same Business Day as Purchase Shares are issued to the Investor in connection with the applicable Regular Purchase and Accelerated Purchase (as applicable) in accordance with Section 2(c). In no event shall the amount of the Additional Commitment Shares to be issued under this Agreement exceed 133,409 shares of Common Stock, provided that such Additional Commitment Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction.

Issuance of Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, the Company shall pay the Investor cash or cause the Transfer Agent to issue on the date of this Agreement 179,598 shares of Common Stock (the “Initial Commitment Shares”) directly to the Investor in an aggregate amount equal to Two Million Six Hundred Twenty Five Thousand Dollars ($2,625,000) (the “Commitment Fee”) and shall deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions in the form as set forth in Section 6. The Company shall pay the Commitment Fee to the Investor as follows: (i) on the date of Closing, Eight Hundred Seventy Five Thousand Dollars ($875,000) of shares of Common Stock shall be delivered to the Investor (the “Initial Tranche Commitment Shares”) and (ii) on or before the business day prior to the filing of the Registration Statement, the Company shall elect, and communicate to the Investor its election, to pay the remaining amount of the Commitment Fee in cash or shares of Common Stock. If the Company elects to pay the remaining amount of the Commitment Fee in cash, the Company shall pay to the Investor, within ninety (90) days of the date of Closing, an amount in cash, by wire transfer of immediately available funds, equal to One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). If the Company elects to pay the fee in shares of Common Stock, One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) of shares of Common Stock will be issued to the Investor at least one business day prior to the date of filing of the Registration Statement (the “Second Tranche Commitment Shares,” and together with the Initial Tranche Commitment Shares, the “Commitment Shares”). For purposes of determining the number of Commitment Shares, the price of the Commitment Shares shall be equal to the lesser of (x) a per share price that is equal to 100% of the DPCM Price or (y) the average closing price of the Common Stock for the ten (10) business days prior to the date such shares are issuedExhibit E attached hereto. For the avoidance of doubt, all of the Initial Commitment Shares shall be fully earned as of the date of this Agreement, whether or not the Commencement shall occur or any Purchase Shares are purchased by the Investor under this Agreement and irrespective of any subsequent termination of this Agreement but Agreement. In connection with each Regular Purchase and each Accelerated Purchase of Purchase Shares hereunder, the Commitment Fee will in no event be paid Company shall issue to the Investor if a number of shares of Common Stock (the Closing does not occur“Additional Commitment Shares” and, together with the Initial Commitment Shares, the “Commitment Shares”) equal to the product of (x) 89,799 and (y) the Purchase Amount Fraction. The “Purchase Amount Fraction” shall mean a fraction, the numerator of which is the Purchase Amount purchased by the Investor with respect to such Regular Purchase and Accelerated Purchase (as applicable) of Purchase Shares and the denominator of which is Fifty Million Dollars ($50,000,000). The Additional Commitment Shares shall be issued to the Investor on the same Business Day as Purchase Shares are issued to the Investor in connection with the applicable Regular Purchase and Accelerated Purchase (as applicable) in accordance with Section 2(c). In no event shall the amount of the Additional Commitment Shares to be issued under this Agreement exceed 89,799 shares of Common Stock, provided that such Additional Commitment Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction.

Issuance of Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, the Company shall pay cause to be issued to the Investor cash or cause the Transfer Agent to issue a total of 1,003,378 shares of Common Stock directly to the Investor in an aggregate amount equal to Two Million Six Hundred Twenty Five Thousand Dollars ($2,625,000) (the “Initial Commitment FeeShares”) not later than the close of business on the next Business Day immediately following the date of this Agreement and shall shall, concurrently with the execution of this Agreement on the date hereof, deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions in with respect to the form as set forth in Section 6issuance of such Initial Commitment Shares to the Investor within such time period. The Company shall pay the Commitment Fee cause to the Investor as follows: (i) on the date of Closing, Eight Hundred Seventy Five Thousand Dollars ($875,000) of shares of Common Stock shall be delivered to the Investor (the “Initial Tranche Commitment Shares”) and (ii) on or before the business day prior to the filing of the Registration Statement, the Company shall elect, and communicate to the Investor its election, to pay the remaining amount of the Commitment Fee in cash or shares of Common Stock. If the Company elects to pay the remaining amount of the Commitment Fee in cash, the Company shall pay to the Investor, within ninety (90) days of the date of Closing, an amount in cash, by wire transfer of immediately available funds, equal to One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). If the Company elects to pay the fee in shares of Common Stock, One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) of shares of Common Stock will be issued to the Investor at least one business day prior up to the date 1,003,378 shares of filing of the Registration Statement Common Stock (the “Second Tranche Additional Commitment Shares,” and together and, collectively with the Initial Tranche Commitment Shares, the “Commitment Shares”). For purposes , as follows: in connection with each purchase of determining Purchase Shares hereunder, the Company shall issue to the Investor a number of Commitment Sharesshares of Common Stock equal to the product of (i) 1,003,378 and (y) the Purchase Amount Fraction. The “Purchase Amount Fraction” shall mean a fraction, the price numerator of which is the Purchase Amount purchased by the Investor with respect to such purchase of Purchase Shares and the denominator of which is Fifteen Million Dollars ($15,000,000). The Additional Commitment Shares shall be equal to the lesser of (x) a per share price that is equal to 100% of the DPCM Price equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or (y) the average closing price of the Common Stock for the ten (10) business days prior to the date such shares are issuedother similar transaction. For the avoidance of doubt, (1) all of the Initial Commitment Shares shall be fully earned as of the date of this Agreement, whether or not the Commencement shall occur or any Purchase Shares are purchased by the Investor under this Agreement and irrespective of any subsequent termination of this Agreement but and (2) the Additional Commitment Fee will in no event Shares shall be paid fully earned as of the date of their issuance pursuant to this Agreement, whether or not any additional Purchase Shares are purchased thereafter by the Investor if the Closing does not occurunder this Agreement and irrespective of any subsequent termination of this Agreement.

Issuance of Commitment Shares. In consideration for Immediately upon the Investor’s execution and delivery of this Agreement, the Company shall pay issue to the Investor cash or cause as consideration for the Transfer Agent to issue Investor entering into this Agreement 150,830 shares of Common Stock directly to the Investor in an aggregate amount equal to Two Million Six Hundred Twenty Five Thousand Dollars ($2,625,000) (the “"Initial Commitment Fee”Shares") and shall deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions a letter in the form as set forth in Section 6as Exhibit E attached hereto with respect to the issuance of the Initial Commitment Shares. The In connection with each purchase of Purchase Shares hereunder, the Company shall pay the Commitment Fee agrees to issue to the Investor as follows: (i) on the date of Closing, Eight Hundred Seventy Five Thousand Dollars ($875,000) a number of shares of Common Stock shall be delivered to the Investor (the “Initial Tranche Additional Commitment Shares”) and (ii) on or before the business day prior to the filing of the Registration Statement, the Company shall elect, and communicate to the Investor its election, to pay the remaining amount of the Commitment Fee in cash or shares of Common Stock. If the Company elects to pay the remaining amount of the Commitment Fee in cash, the Company shall pay to the Investor, within ninety (90) days of the date of Closing, an amount in cash, by wire transfer of immediately available funds, equal to One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). If the Company elects to pay the fee in shares of Common Stock, One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) of shares of Common Stock will be issued to the Investor at least one business day prior to the date of filing of the Registration Statement (the “Second Tranche Commitment Shares,” and together with the Initial Tranche Commitment Shares, the “Commitment Shares”) equal to the product of (x) 301,659 and (y) the Purchase Amount Fraction. The “Purchase Amount Fraction” means a fraction, the numerator of which is the Purchase Amount purchased by the Investor with respect to such purchase of Purchase Shares and the denominator of which is Twenty Million Dollars ($20,000,000). For purposes of determining the number of Commitment Shares, the price of the The Additional Commitment Shares shall be equal to the lesser of (x) a per share price that is equal to 100% of the DPCM Price equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or (y) the average closing price of the Common Stock for the ten (10) business days prior to the date such shares are issuedother similar transaction. For the avoidance of doubt, all of the The Initial Commitment Shares shall be fully earned as issued in certificated form and shall bear the Restrictive Legend. The Investor agrees that the Investor shall not pledge, transfer or sell the Commitment Shares until the earlier of (a) 600 Business Days (30 Monthly Periods) from the date hereof or (b) the date on which this Agreement has been terminated, provided, however, that such restrictions shall not apply: (i) in connection with any transfers to or among affiliates (as defined in the Exchange Act), provided that any such affiliates shall agree in writing as a condition of such transfer to the restrictions set forth in this Section 5(e), or (ii) if an Event of Default has occurred, including any failure by the Company to timely issue Purchase Shares under this Agreement. Notwithstanding the forgoing, irrespective of any subsequent termination of this Agreement but the Investor may transfer Commitment Fee will Shares to a third party in no event be paid order to settle a sale made by the Investor where the Investor reasonably expects the Company to deliver additional Purchase Shares to the Investor if under this Agreement so long as the Closing does not occurInvestor maintains ownership of the amount of Commitment Shares received up to that point by "replacing" such Commitment Shares so transferred with new Purchase Shares when the new Purchase Shares are actually issued by the Company to the Investor.

Issuance of Commitment Shares. In consideration for Upon the Investor’s execution and delivery of this Agreement, the Company shall pay issue to the Investor cash or cause as consideration for the Transfer Agent to issue Investor entering into this Agreement 40,247 shares of Common Stock directly to the Investor in an aggregate amount equal to Two Million Six Hundred Twenty Five Thousand Dollars ($2,625,000) (the “Initial Commitment FeeShares”) and shall deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions a letter in the form as set forth in Section 6agreed with respect to the issuance of the Initial Commitment Shares. The In connection with each purchase of Purchase Shares hereunder, the Company shall pay the Commitment Fee agrees to issue to the Investor as follows: (i) on the date of Closing, Eight Hundred Seventy Five Thousand Dollars ($875,000) a number of shares of Common Stock shall be delivered to the Investor (the “Initial Tranche Additional Commitment Shares”) and (ii) on or before the business day prior to the filing of the Registration Statement, the Company shall elect, and communicate to the Investor its election, to pay the remaining amount of the Commitment Fee in cash or shares of Common Stock. If the Company elects to pay the remaining amount of the Commitment Fee in cash, the Company shall pay to the Investor, within ninety (90) days of the date of Closing, an amount in cash, by wire transfer of immediately available funds, equal to One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). If the Company elects to pay the fee in shares of Common Stock, One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) of shares of Common Stock will be issued to the Investor at least one business day prior to the date of filing of the Registration Statement (the “Second Tranche Commitment Shares,” and together with the Initial Tranche Commitment Shares, the “Commitment Shares”) equal to the product of (x) 80,494 and (y) the Purchase Amount Fraction. The “Purchase Amount Fraction” shall mean a fraction, the numerator of which is the Purchase Amount purchased by the Investor with respect to such purchase of Purchase Shares and the denominator of which is Ten Million Dollars ($10,000,000). For purposes of determining the number of Commitment Shares, the price of the The Additional Commitment Shares shall be equal to the lesser of (x) a per share price that is equal to 100% of the DPCM Price equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or (y) the average closing price of the Common Stock for the ten (10) business days prior to the date such shares are issuedother similar transaction. For the avoidance of doubt, all of the The Initial Commitment Shares shall be fully earned as issued in certificated form and shall bear the Restrictive Legend. The Investor agrees that the Investor shall not pledge, transfer or sell the Commitment Shares until the earlier of (a) 600 Business Days (30 Monthly Periods) from the date hereof or (b) the date on which this Agreement has been terminated, provided, however, that such restrictions shall not apply: (i) in connection with any transfers to or among affiliates (as defined in the Exchange Act), (ii) if an Event of Default has occurred, including any failure by the Company to timely issue Purchase Shares under this Agreement, irrespective of any subsequent termination of this Agreement but or (iii) in the event that the Registration Statement is not declared effective by the SEC within 180 days from the date hereof. Notwithstanding the forgoing, the Investor may transfer Commitment Fee will Shares to a third party in no event be paid order to settle a sale made by the Investor where the Investor reasonably expects the Company to deliver additional Purchase Shares to the Investor if under this Agreement so long as the Closing does not occurInvestor maintains ownership of the amount of Commitment Shares received up to that point by “replacing” such Commitment Shares so transferred with new Purchase Shares when the new Purchase Shares are actually issued by the Company to the Investor.

Issuance of Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, the Company shall pay the Investor cash or cause the Transfer Agent to issue issue, on the date of this Agreement, 2,929,115 shares of Common Stock (the “Initial Commitment Shares”) directly to the Investor in an aggregate amount equal to Two Million Six Hundred Twenty Five Thousand Dollars ($2,625,000) (the “Commitment Fee”) and shall deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions with respect to the issuance of the Initial Commitment Shares in the form as set forth in Section 6. The Company shall pay the Commitment Fee to the Investor as follows: (i) on the date of Closing, Eight Hundred Seventy Five Thousand Dollars ($875,000) of shares of Common Stock shall be delivered to the Investor (the “Initial Tranche Commitment Shares”) and (ii) on or before the business day prior to the filing of the Registration Statement, the Company shall elect, and communicate to the Investor its election, to pay the remaining amount of the Commitment Fee in cash or shares of Common Stock. If the Company elects to pay the remaining amount of the Commitment Fee in cash, the Company shall pay to the Investor, within ninety (90) days of the date of Closing, an amount in cash, by wire transfer of immediately available funds, equal to One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). If the Company elects to pay the fee in shares of Common Stock, One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) of shares of Common Stock will be issued to the Investor at least one business day prior to the date of filing of the Registration Statement (the “Second Tranche Commitment Shares,” and together with the Initial Tranche Commitment Shares, the “Commitment Shares”). For purposes of determining the number of Commitment Shares, the price of the Commitment Shares shall be equal to the lesser of (x) a per share price that is equal to 100% of the DPCM Price or (y) the average closing price of the Common Stock for the ten (10) business days prior to the date such shares are issuedExhibit E attached hereto. For the avoidance of doubt, all of the Initial Commitment Shares shall be fully earned as of the date of this Agreement, whether or not the Commencement shall occur or any Purchase Shares are purchased by the Investor under this Agreement and irrespective of any subsequent termination of this Agreement but Agreement. In connection with each Regular Purchase hereunder, the Commitment Fee will in no event be paid Company shall issue to the Investor if a number of shares of Common Stock (the Closing does not occur“Additional Commitment Shares” and, together with the Initial Commitment Shares, the “Commitment Shares”) equal to the product of (x) 2,929,115 and (y) the Purchase Amount Fraction. The “Purchase Amount Fraction” shall mean a fraction, the numerator of which is the Purchase Amount purchased by the Investor with respect to such Regular Purchase of Purchase Shares and the denominator of which is Ten Million Dollars ($10,000,000). The Additional Commitment Shares shall be issued to the Investor on the same Business Day as Purchase Shares are issued to the Investor in connection with the applicable Regular Purchase in accordance with Section 2(c). In no event shall the amount of the Additional Commitment Shares to be issued under this Agreement exceed 2,929,115 shares of Common Stock, provided that such Additional Commitment Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction.

Issuance of Commitment Shares. In consideration for Immediately upon the Investor’s execution and delivery of this Agreement, the Company shall pay cause to be issued to the Investor cash or cause as consideration for the Transfer Agent to issue Investor entering into this Agreement 566,801 shares of Common Stock directly to the Investor in an aggregate amount equal to Two Million Six Hundred Twenty Five Thousand Dollars ($2,625,000) (the “"Initial Commitment Fee”Shares") and shall deliver by delivering to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions a letter in the form as set forth in Section 6as Exhibit E attached hereto with respect to the issuance of the Initial Commitment Shares. The In connection with each purchase of Purchase Shares hereunder, the Company shall pay the Commitment Fee agrees to issue to the Investor as follows: (i) on the date of Closing, Eight Hundred Seventy Five Thousand Dollars ($875,000) a number of shares of Common Stock shall be delivered to the Investor (the “Initial Tranche Additional Commitment Shares”) and (ii) on or before the business day prior to the filing of the Registration Statement, the Company shall elect, and communicate to the Investor its election, to pay the remaining amount of the Commitment Fee in cash or shares of Common Stock. If the Company elects to pay the remaining amount of the Commitment Fee in cash, the Company shall pay to the Investor, within ninety (90) days of the date of Closing, an amount in cash, by wire transfer of immediately available funds, equal to One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). If the Company elects to pay the fee in shares of Common Stock, One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) of shares of Common Stock will be issued to the Investor at least one business day prior to the date of filing of the Registration Statement (the “Second Tranche Commitment Shares,” and together with the Initial Tranche Commitment Shares, the “Commitment Shares”) equal to the product of (x) 283,401 and (y) the Purchase Amount Fraction. The “Purchase Amount Fraction” shall mean a fraction, the numerator of which is the Purchase Amount purchased by the Investor with respect to such purchase of Purchase Shares and the denominator of which is Seven Million Dollars ($7,000,000). For purposes of determining the number of Commitment Shares, the price of the The Additional Commitment Shares shall be equal to the lesser of (x) a per share price that is equal to 100% of the DPCM Price equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or (y) the average closing price of the Common Stock for the ten (10) business days prior to the date such shares are issuedother similar transaction. For the avoidance of doubt, all of the The Initial Commitment Shares shall be fully earned as issued in certificated form and shall bear the Restrictive Legend. The Investor agrees that the Investor shall not pledge, transfer or sell the Commitment Shares until the earlier of (a) 480 Business Days (24 Monthly Periods) from the date hereof or (b) the date on which this Agreement has been terminated, provided, however, that such restrictions shall not apply: (i) in connection with any transfers to or among affiliates (as defined in the Exchange Act), or (ii) if an Event of Default has occurred and is continuing, including any failure by the Company to timely issue Purchase Shares under this Agreement. Notwithstanding the forgoing, irrespective of any subsequent termination of this Agreement but the Investor may transfer Commitment Fee will Shares to a third party in no event be paid order to settle a sale made by the Investor where the Investor reasonably expects the Company to deliver additional Purchase Shares to the Investor if under this Agreement so long as the Closing does not occurInvestor maintains ownership of the amount of Commitment Shares received up to that point by "replacing" such Commitment Shares so transferred with new Purchase Shares when the new Purchase Shares are actually issued by the Company to the Investor.

Issuance of Commitment Shares. In consideration for Immediately upon the Investor’s execution and delivery of this Agreement, the Company shall pay issue to the Investor cash or cause as consideration for the Transfer Agent to issue Investor entering into this Agreement 1,153,846 shares of Common Stock directly to the Investor in an aggregate amount equal to Two Million Six Hundred Twenty Five Thousand Dollars ($2,625,000) (the “"Initial Commitment Fee”Shares") and shall deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions a letter in the form as set forth in Section 6as Exhibit E attached hereto with respect to the issuance of the Initial Commitment Shares. The In connection with each purchase of Purchase Shares hereunder, the Company shall pay the Commitment Fee agrees to issue to the Investor as follows: (i) on the date of Closing, Eight Hundred Seventy Five Thousand Dollars ($875,000) a number of shares of Common Stock shall be delivered to the Investor (the “Initial Tranche Additional Commitment Shares”) and (ii) on or before the business day prior to the filing of the Registration Statement, the Company shall elect, and communicate to the Investor its election, to pay the remaining amount of the Commitment Fee in cash or shares of Common Stock. If the Company elects to pay the remaining amount of the Commitment Fee in cash, the Company shall pay to the Investor, within ninety (90) days of the date of Closing, an amount in cash, by wire transfer of immediately available funds, equal to One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). If the Company elects to pay the fee in shares of Common Stock, One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) of shares of Common Stock will be issued to the Investor at least one business day prior to the date of filing of the Registration Statement (the “Second Tranche Commitment Shares,” and together with the Initial Tranche Commitment Shares, the “Commitment Shares”) equal to the product of (x) 1,153,846 and (y) the Purchase Amount Fraction. The “Purchase Amount Fraction” shall mean a fraction, the numerator of which is the Purchase Amount purchased by the Investor with respect to such purchase of Purchase Shares and the denominator of which is Six Million Dollars ($6,000,000). For purposes of determining the number of Commitment Shares, the price of the The Additional Commitment Shares shall be equal to the lesser of (x) a per share price that is equal to 100% of the DPCM Price equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or (y) the average closing price of the Common Stock for the ten (10) business days prior to the date such shares are issuedother similar transaction. For the avoidance of doubt, all of the The Initial Commitment Shares shall be fully earned as issued in certificated form and shall bear the Restrictive Legend. The Investor agrees that the Investor shall not pledge, transfer or sell the Commitment Shares until the earlier of (a) 750 days (25 Monthly Periods) from the date hereof or (b) the date on which this Agreement has been terminated, provided, however, that such restrictions shall not apply: (i) in connection with any transfers to or among affiliates (as defined in the Exchange Act), or (ii) if an Event of Default has occurred, or any event which, after notice and/or lapse of time, would become an Event of Default, including any failure by the Company to timely issue Purchase Shares under this Agreement. Notwithstanding the forgoing, irrespective of any subsequent termination of this Agreement but the Investor may transfer Commitment Fee will Shares to a third party in no event be paid order to settle a sale made by the Investor where the Investor reasonably expects the Company to deliver additional Purchase Shares to the Investor if under this Agreement so long as the Closing does not occurInvestor maintains ownership of the amount of Commitment Shares received up to that point by "replacing" such Commitment Shares so transferred with new Purchase Shares when the new Purchase Shares are actually issued by the Company to the Investor.

Issuance of Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, the Company shall pay cause to be issued to the Investor cash or cause the Transfer Agent to issue a total of 332,668 shares of Common Stock directly to the Investor in an aggregate amount equal to Two Million Six Hundred Twenty Five Thousand Dollars ($2,625,000) (the “Initial Commitment FeeShares”) not later than the close of business on the third (3rd) Business Day immediately following the date of this Agreement and shall shall, within two (2) Business Days of the date of this Agreement, deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions in with respect to the form as set forth in Section 6issuance of such Initial Commitment Shares to the Investor within such time period. The Company shall pay the Commitment Fee cause to the Investor as follows: (i) on the date of Closing, Eight Hundred Seventy Five Thousand Dollars ($875,000) of shares of Common Stock shall be delivered to the Investor (the “Initial Tranche Commitment Shares”) and (ii) on or before the business day prior to the filing of the Registration Statement, the Company shall elect, and communicate to the Investor its election, to pay the remaining amount of the Commitment Fee in cash or shares of Common Stock. If the Company elects to pay the remaining amount of the Commitment Fee in cash, the Company shall pay to the Investor, within ninety (90) days of the date of Closing, an amount in cash, by wire transfer of immediately available funds, equal to One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). If the Company elects to pay the fee in shares of Common Stock, One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) of shares of Common Stock will be issued to the Investor at least one business day prior up to the date 166,334 shares of filing of the Registration Statement Common Stock (the “Second Tranche Additional Commitment Shares,” and together and, collectively with the Initial Tranche Commitment Shares, the “Commitment Shares”). For purposes , as follows: in connection with each purchase of determining Purchase Shares hereunder, the Company shall issue to the Investor a number of Commitment Sharesshares of Common Stock equal to the product of (i) 166,334 and (y) the Purchase Amount Fraction. The “Purchase Amount Fraction” shall mean a fraction, the price numerator of which is the Purchase Amount purchased by the Investor with respect to such purchase of Purchase Shares and the denominator of which is Twenty-Five Million Dollars ($25,000,000). The Additional Commitment Shares shall be equal to the lesser of (x) a per share price that is equal to 100% of the DPCM Price equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or (y) the average closing price of the Common Stock for the ten (10) business days prior to the date such shares are issuedother similar transaction. For the avoidance of doubt, (1) all of the Initial Commitment Shares shall be fully earned as of the date of this Agreement, whether or not the Commencement shall occur or any Purchase Shares are purchased by the Investor under this Agreement and irrespective of any subsequent termination of this Agreement but and (2) the Additional Commitment Fee will in no event Shares shall be paid fully earned as of the date of their issuance pursuant to this Agreement, whether or not any additional Purchase Shares are purchased thereafter by the Investor if the Closing does not occurunder this Agreement and irrespective of any subsequent termination of this Agreement.

Issuance of Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, the Company shall pay cause to be issued to the Investor cash or cause the Transfer Agent to issue a total of 218,750 shares of Common Stock directly to the Investor in an aggregate amount equal to Two Million Six Hundred Twenty Five Thousand Dollars ($2,625,000) (the “Initial Commitment FeeShares”) not later than the close of business on the next Business Day immediately following the date of this Agreement and shall shall, concurrently with the execution of this Agreement on the date hereof, deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions in with respect to the form as set forth in Section 6issuance of such Initial Commitment Shares to the Investor within such time period. The Company shall pay the Commitment Fee cause to the Investor as follows: (i) on the date of Closing, Eight Hundred Seventy Five Thousand Dollars ($875,000) of shares of Common Stock shall be delivered to the Investor (the “Initial Tranche Commitment Shares”) and (ii) on or before the business day prior to the filing of the Registration Statement, the Company shall elect, and communicate to the Investor its election, to pay the remaining amount of the Commitment Fee in cash or shares of Common Stock. If the Company elects to pay the remaining amount of the Commitment Fee in cash, the Company shall pay to the Investor, within ninety (90) days of the date of Closing, an amount in cash, by wire transfer of immediately available funds, equal to One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). If the Company elects to pay the fee in shares of Common Stock, One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) of shares of Common Stock will be issued to the Investor at least one business day prior up to the date 143,750 shares of filing of the Registration Statement Common Stock (the “Second Tranche Additional Commitment Shares,” and together and, collectively with the Initial Tranche Commitment Shares, the “Commitment Shares”). For purposes , as follows: in connection with each purchase of determining Purchase Shares hereunder, the Company shall issue to the Investor a number of Commitment Sharesshares of Common Stock equal to the product of (i) 143,750 and (y) the Purchase Amount Fraction. The “Purchase Amount Fraction” shall mean a fraction, the price numerator of which is the Purchase Amount purchased by the Investor with respect to such purchase of Purchase Shares and the denominator of which is Seventy-Five Million Dollars ($75,000,000). The Additional Commitment Shares shall be equal to the lesser of (x) a per share price that is equal to 100% of the DPCM Price equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or (y) the average closing price of the Common Stock for the ten (10) business days prior to the date such shares are issuedother similar transaction. For the avoidance of doubt, (1) all of the Initial Commitment Shares shall be fully earned as of the date of this Agreement, whether or not the Commencement shall occur or any Purchase Shares are purchased by the Investor under this Agreement and irrespective of any subsequent termination of this Agreement but and (2) the Additional Commitment Fee will in no event Shares shall be paid fully earned as of the date of their issuance pursuant to this Agreement, whether or not any additional Purchase Shares are purchased thereafter by the Investor if the Closing does not occurunder this Agreement and irrespective of any subsequent termination of this Agreement.

Issuance of Commitment Shares. In consideration for Immediately upon the Investor’s execution and delivery of this Agreement, the Company shall pay issue to the Investor cash or cause as consideration for the Transfer Agent to issue Investor entering into this Agreement 600,000 shares of Common Stock directly to the Investor in an aggregate amount equal to Two Million Six Hundred Twenty Five Thousand Dollars ($2,625,000) (the “Commitment FeeShares”) and shall deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions a letter in the form as set forth in Section 6as Exhibit E attached hereto with respect to the issuance of the Commitment Shares. The Company Commitment Shares shall pay be issued in certificated form and shall bear the Restrictive Legend. The Investor agrees that the Investor shall not pledge, transfer or sell the Commitment Fee to Shares until the Investor as followsearlier of (a) 600 Business Days (30 Monthly Periods) from the date hereof or (b) the date on which this Agreement has been terminated, provided, however, that such restrictions shall not apply: (i) on in connection with any transfers to or among affiliates (as defined in the date Exchange Act), or (ii) if an Event of ClosingDefault has occurred, Eight Hundred Seventy Five Thousand Dollars ($875,000) or any event which, after notice and/or lapse of shares time, would become an Event of Common Stock shall be delivered Default, including any failure by the Company to timely issue Purchase Shares under this Agreement. Notwithstanding the forgoing, the Investor may transfer Commitment Shares to a third party in order to settle a sale made by the Investor where the Investor reasonably expects the Company to deliver additional Purchase Shares to the Investor (under this Agreement so long as the “Initial Tranche Commitment Shares”) and (ii) on or before the business day prior to the filing Investor maintains ownership of the Registration Statement, amount of Commitment Shares received up to that point by “replacing” such Commitment Shares so transferred with new Purchase Shares when the new Purchase Shares are actually issued by the Company shall elect, and communicate to the Investor its election, to pay the remaining amount of the Commitment Fee in cash or shares of Common Stock. If the Company elects to pay the remaining amount of the Commitment Fee in cash, the Company shall pay to the Investor, within ninety (90) days of the date of Closing, an amount in cash, by wire transfer of immediately available funds, equal to One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). If the Company elects to pay the fee in shares of Common Stock, One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) of shares of Common Stock will be issued to the Investor at least one business day prior to the date of filing of the Registration Statement (the “Second Tranche Commitment Shares,” and together with the Initial Tranche Commitment Shares, the “Commitment Shares”). For purposes of determining the number of Commitment Shares, the price of the Commitment Shares shall be equal to the lesser of (x) a per share price that is equal to 100% of the DPCM Price or (y) the average closing price of the Common Stock for the ten (10) business days prior to the date such shares are issued. For the avoidance of doubt, all of the Commitment Shares shall be fully earned as of the date of this Agreement, irrespective of any subsequent termination of this Agreement but the Commitment Fee will in no event be paid to the Investor if the Closing does not occur.

Issuance of Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, the Company shall pay the Investor cash or cause the Transfer Agent to issue issue, on the Commencement Date, 19,188 shares of Common Stock (the “Initial Commitment Shares”) directly to the Investor in an aggregate amount equal to Two Million Six Hundred Twenty Five Thousand Dollars ($2,625,000) (the “Commitment Fee”) electronically as DWAC Shares and shall deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions in the form as set forth in Section 6. The Company shall pay the Commitment Fee with respect to the Investor as follows: (i) on the date of Closing, Eight Hundred Seventy Five Thousand Dollars ($875,000) of shares of Common Stock shall be delivered to the Investor (the “Initial Tranche Commitment Shares”) and (ii) on or before the business day prior to the filing of the Registration Statement, the Company shall elect, and communicate to the Investor its election, to pay the remaining amount issuance of the Commitment Fee in cash or shares of Common Stock. If the Company elects to pay the remaining amount of the Commitment Fee in cash, the Company shall pay to the Investor, within ninety (90) days of the date of Closing, an amount in cash, by wire transfer of immediately available funds, equal to One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). If the Company elects to pay the fee in shares of Common Stock, One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) of shares of Common Stock will be issued to the Investor at least one business day prior to the date of filing of the Registration Statement (the “Second Tranche Commitment Shares,” and together with the Initial Tranche Commitment Shares, the “Commitment Shares”). For purposes of determining the number of Commitment Shares, the price of the Commitment Shares shall be equal to the lesser of (x) a per share price that is equal to 100% of the DPCM Price or (y) the average closing price of the Common Stock for the ten (10) business days prior to the date such shares are issued. For the avoidance of doubt, all of the Initial Commitment Shares shall be fully earned as of the date of this Agreement, whether or not the Commencement shall occur or any Purchase Shares are purchased by the Investor under this Agreement and irrespective of any subsequent termination of this Agreement but Agreement. In connection with each Regular Purchase and each Accelerated Purchase of Purchase Shares hereunder, the Commitment Fee will in no event be paid Company shall issue to the Investor if a number of shares of Common Stock (the Closing does “Additional Commitment Shares” and, collectively with the Initial Commitment Shares, the “Commitment Shares”) equal to the product of (x) 76,751 and (y) the Purchase Amount Fraction. The “Purchase Amount Fraction” shall mean a fraction, the numerator of which is the Purchase Amount purchased by the Investor with respect to such Regular Purchase and Accelerated Purchase (as applicable) of Purchase Shares and the denominator of which is Ten Million Dollars ($10,000,000). The Additional Commitment Shares shall be issued to the Investor on the same Business Day as Purchase Shares are issued to the Investor in connection with the applicable Regular Purchase and Accelerated Purchase (as applicable) in accordance with Section 2(c). The Additional Commitment Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction. For the avoidance of doubt, the Additional Commitment Shares shall be fully earned as of the date of their issuance pursuant to this Agreement, whether or not occurany additional Purchase Shares are purchased thereafter by the Investor under this Agreement and irrespective of any termination of this Agreement.

Issuance of Commitment Shares. In consideration for Immediately upon the Investor’s execution and delivery of this Agreement, the Company shall pay issue to the Investor cash or cause as consideration for the Transfer Agent to issue Investor entering into this Agreement 958,333 shares of Common Stock directly to the Investor in an aggregate amount equal to Two Million Six Hundred Twenty Five Thousand Dollars ($2,625,000) (the “Initial Commitment FeeShares”) and shall deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions a letter in the form as set forth in Section 6as Exhibit E attached hereto with respect to the issuance of the Initial Commitment Shares. The In connection with each purchase of Purchase Shares hereunder, the Company shall pay the Commitment Fee agrees to issue to the Investor as follows: (i) on the date of Closing, Eight Hundred Seventy Five Thousand Dollars ($875,000) a number of shares of Common Stock shall be delivered to the Investor (the “Initial Tranche Additional Commitment Shares”) and (ii) on or before the business day prior to the filing of the Registration Statement, the Company shall elect, and communicate to the Investor its election, to pay the remaining amount of the Commitment Fee in cash or shares of Common Stock. If the Company elects to pay the remaining amount of the Commitment Fee in cash, the Company shall pay to the Investor, within ninety (90) days of the date of Closing, an amount in cash, by wire transfer of immediately available funds, equal to One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). If the Company elects to pay the fee in shares of Common Stock, One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) of shares of Common Stock will be issued to the Investor at least one business day prior to the date of filing of the Registration Statement (the “Second Tranche Commitment Shares,” and together with the Initial Tranche Commitment Shares, the “Commitment Shares”) equal to the product of (x) 958,333 and (y) the Purchase Amount Fraction. The “Purchase Amount Fraction” shall mean a fraction, the numerator of which is the Purchase Amount purchased by the Investor with respect to such purchase of Purchase Shares and the denominator of which is Eleven Million Dollars ($11,000,000). For purposes of determining the number of Commitment Shares, the price of the The Additional Commitment Shares shall be equal to the lesser of (x) a per share price that is equal to 100% of the DPCM Price equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or (y) the average closing price of the Common Stock for the ten (10) business days prior to the date such shares are issuedother similar transaction. For the avoidance of doubt, all of the The Initial Commitment Shares shall be fully earned as issued in certificated form and shall bear the Restrictive Legend. The Investor agrees that the Investor shall not pledge, transfer or sell the Additional Commitment Shares until the earlier of (a) 600 Business Days (30 Monthly Periods) from the date hereof or (b) the date on which this Agreement has been terminated, provided, however, that such restrictions shall not apply: (i) in connection with any transfers to or among affiliates (as defined in the Exchange Act), or (ii) if an Event of Default has occurred, or any event which, after notice and/or lapse of time, would become an Event of Default, including any failure by the Company to timely issue Purchase Shares under this Agreement. Notwithstanding the forgoing, irrespective of any subsequent termination of this Agreement but the Investor may transfer Additional Commitment Fee will Shares to a third party in no event be paid order to settle a sale made by the Investor where the Investor reasonably expects the Company to deliver additional Purchase Shares to the Investor if under this Agreement so long as the Closing does not occurInvestor maintains ownership of the amount of Additional Commitment Shares received up to that point by “replacing” such Additional Commitment Shares so transferred with new Purchase Shares when the new Purchase Shares are actually issued by the Company to the Investor.

Issuance of Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, the Company shall pay the Investor cash or cause the Transfer Agent to issue issue, on the date of this Agreement, 182,609 shares of Common Stock (the “Initial Commitment Shares”) directly to the Investor in an aggregate amount equal to Two Million Six Hundred Twenty Five Thousand Dollars ($2,625,000) (the “Commitment Fee”) electronically as DWAC Shares and shall deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions in the form as set forth in Section 6. The Company shall pay the Commitment Fee with respect to the Investor as follows: (i) on the date of Closing, Eight Hundred Seventy Five Thousand Dollars ($875,000) of shares of Common Stock shall be delivered to the Investor (the “Initial Tranche Commitment Shares”) and (ii) on or before the business day prior to the filing of the Registration Statement, the Company shall elect, and communicate to the Investor its election, to pay the remaining amount issuance of the Commitment Fee in cash or shares of Common Stock. If the Company elects to pay the remaining amount of the Commitment Fee in cash, the Company shall pay to the Investor, within ninety (90) days of the date of Closing, an amount in cash, by wire transfer of immediately available funds, equal to One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). If the Company elects to pay the fee in shares of Common Stock, One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) of shares of Common Stock will be issued to the Investor at least one business day prior to the date of filing of the Registration Statement (the “Second Tranche Commitment Shares,” and together with the Initial Tranche Commitment Shares, the “Commitment Shares”). For purposes of determining the number of Commitment Shares, the price of the Commitment Shares shall be equal to the lesser of (x) a per share price that is equal to 100% of the DPCM Price or (y) the average closing price of the Common Stock for the ten (10) business days prior to the date such shares are issued. For the avoidance of doubt, all of the Initial Commitment Shares shall be fully earned as of the date of this Agreement, whether or not the Commencement shall occur or any Purchase Shares are purchased by the Investor under this Agreement and irrespective of any subsequent termination of this Agreement but Agreement. In connection with each Regular Purchase and each Accelerated Purchase of Purchase Shares hereunder, the Commitment Fee will in no event be paid Company shall issue to the Investor if a number of shares of Common Stock (the Closing does “Additional Commitment Shares” and, collectively with the Initial Commitment Shares, the “Commitment Shares”) equal to the product of (x) 60,870 and (y) the Purchase Amount Fraction. The “Purchase Amount Fraction” shall mean a fraction, the numerator of which is the Purchase Amount purchased by the Investor with respect to such Regular Purchase and Accelerated Purchase (as applicable) of Purchase Shares and the denominator of which is Seven Million Dollars ($7,000,000). The Additional Commitment Shares shall be issued to the Investor on the same Business Day as Purchase Shares are issued to the Investor in connection with the applicable Regular Purchase and Accelerated Purchase (as applicable) in accordance with Section 2(c). The Additional Commitment Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction. For the avoidance of doubt, the Additional Commitment Shares shall be fully earned as of the date of their issuance pursuant to this Agreement, whether or not occurany additional Purchase Shares are purchased thereafter by the Investor under this Agreement and irrespective of any termination of this Agreement.

Issuance of Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, the Company shall pay the Investor cash or cause the Transfer Agent to issue issue, on the date of this Agreement, 97,656 shares of Common Stock (the “Initial Commitment Shares”) and 285,714 shares of Common Stock, the Initial Purchase Shares, directly to the Investor in an aggregate amount equal to Two Million Six Hundred Twenty Five Thousand Dollars ($2,625,000) (the “Commitment Fee”) and shall deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions with respect to the issuance of the Initial Commitment Shares and Initial Purchase Shares in the form as set forth in Section 6. The Company shall pay the Commitment Fee to the Investor as follows: (i) on the date of Closing, Eight Hundred Seventy Five Thousand Dollars ($875,000) of shares of Common Stock shall be delivered to the Investor (the “Initial Tranche Commitment Shares”) and (ii) on or before the business day prior to the filing of the Registration Statement, the Company shall elect, and communicate to the Investor its election, to pay the remaining amount of the Commitment Fee in cash or shares of Common Stock. If the Company elects to pay the remaining amount of the Commitment Fee in cash, the Company shall pay to the Investor, within ninety (90) days of the date of Closing, an amount in cash, by wire transfer of immediately available funds, equal to One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). If the Company elects to pay the fee in shares of Common Stock, One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) of shares of Common Stock will be issued to the Investor at least one business day prior to the date of filing of the Registration Statement (the “Second Tranche Commitment Shares,” and together with the Initial Tranche Commitment Shares, the “Commitment Shares”). For purposes of determining the number of Commitment Shares, the price of the Commitment Shares shall be equal to the lesser of (x) a per share price that is equal to 100% of the DPCM Price or (y) the average closing price of the Common Stock for the ten (10) business days prior to the date such shares are issuedExhibit E attached hereto. For the avoidance of doubt, all of the Initial Commitment Shares shall be fully earned as of the date of this Agreement, whether or not the Commencement shall occur or any Purchase Shares are purchased by the Investor under this Agreement and irrespective of any subsequent termination of this Agreement but Agreement. In connection with each Regular Purchase and each Accelerated Purchase of Purchase Shares hereunder, the Commitment Fee will in no event be paid Company shall issue to the Investor if a number of shares of Common Stock (the Closing does not occur“Additional Commitment Shares” and, together with the Initial Commitment Shares, the “Commitment Shares”) equal to the product of (x) 122,070 and (y) the Purchase Amount Fraction. The “Purchase Amount Fraction” shall mean a fraction, the numerator of which is the Purchase Amount purchased by the Investor with respect to such Regular Purchase and Accelerated Purchase (as applicable) of Purchase Shares and the denominator of which is Ten Million Dollars ($10,000,000). The Additional Commitment Shares shall be issued to the Investor on the same Business Day as Purchase Shares are issued to the Investor in connection with the applicable Regular Purchase and Accelerated Purchase (as applicable) in accordance with Section 2(c). In no event shall the amount of the Additional Commitment Shares to be issued under this Agreement exceed 122,070 shares of Common Stock, provided that such Additional Commitment Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction.

Issuance of Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, the Company shall pay cause to be issued to the Investor cash or cause the Transfer Agent to issue a total of 5,540,550 shares of Common Stock directly to the Investor in an aggregate amount equal to Two Million Six Hundred Twenty Five Thousand Dollars ($2,625,000) (the “Initial Commitment FeeShares”) promptly following the execution of this Agreement and shall deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions in with respect to the form as set forth in Section 6issuance of such Initial Commitment Shares. The Company shall pay the Commitment Fee cause to the Investor as follows: (i) on the date of Closing, Eight Hundred Seventy Five Thousand Dollars ($875,000) of shares of Common Stock shall be delivered to the Investor (the “Initial Tranche Commitment Shares”) and (ii) on or before the business day prior to the filing of the Registration Statement, the Company shall elect, and communicate to the Investor its election, to pay the remaining amount of the Commitment Fee in cash or shares of Common Stock. If the Company elects to pay the remaining amount of the Commitment Fee in cash, the Company shall pay to the Investor, within ninety (90) days of the date of Closing, an amount in cash, by wire transfer of immediately available funds, equal to One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). If the Company elects to pay the fee in shares of Common Stock, One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) of shares of Common Stock will be issued to the Investor at least one business day prior up to the date 5,540,550 shares of filing of the Registration Statement Common Stock (the “Second Tranche Additional Commitment Shares,” and together and, collectively with the Initial Tranche Commitment Shares, the “Commitment Shares”). For purposes , as follows: in connection with each purchase of determining Purchase Shares (other than the Initial Purchase Shares) hereunder, the Company shall issue to the Investor a number of Commitment Sharesshares of Common Stock equal to the product of (i) 5,540,550 and (y) the Purchase Amount Fraction. The “Purchase Amount Fraction” shall mean a fraction, the price numerator of which is the Purchase Amount purchased by the Investor with respect to such purchase of Purchase Shares and the denominator of which is Forty Million Dollars ($40,000,000). The Additional Commitment Shares shall be equal to the lesser of (x) a per share price that is equal to 100% of the DPCM Price equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or (y) the average closing price of the Common Stock for the ten (10) business days prior to the date such shares are issuedother similar transaction. For the avoidance of doubt, (1) all of the Initial Commitment Shares shall be fully earned as of the date of this Agreement, whether or not the Commencement shall occur or any Purchase Shares are purchased by the Investor under this Agreement and irrespective of any subsequent termination of this Agreement but and (2) the Additional Commitment Fee will in no event Shares shall be paid fully earned as of the date of their issuance pursuant to the Investor if the Closing does not occurthis Agreement, irrespective of any subsequent termination of this Agreement.

Issuance of Commitment Shares. In consideration for Immediately upon the Investor’s execution and delivery of this Agreement, the Company shall pay issue to the Investor cash or cause as consideration for the Transfer Agent to issue Investor entering into this Agreement 718,310 shares of Common Stock directly to the Investor in an aggregate amount equal to Two Million Six Hundred Twenty Five Thousand Dollars ($2,625,000) (the “Initial Commitment FeeShares”) and shall deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions a letter in the form as set forth in Section 6as Exhibit E attached hereto with respect to the issuance of the Commitment Shares. The Initial Commitment Shares shall be issued in certificated form and shall bear the Restrictive Legend. In connection with each purchase of Purchase Shares hereunder, the Company shall pay the Commitment Fee agrees to issue to the Investor as follows: (i) on the date of Closing, Eight Hundred Seventy Five Thousand Dollars ($875,000) a number of shares of Common Stock shall be delivered to the Investor (the “Initial Tranche Additional Commitment Shares”) and (ii) on or before the business day prior to the filing of the Registration Statement, the Company shall elect, and communicate to the Investor its election, to pay the remaining amount of the Commitment Fee in cash or shares of Common Stock. If the Company elects to pay the remaining amount of the Commitment Fee in cash, the Company shall pay to the Investor, within ninety (90) days of the date of Closing, an amount in cash, by wire transfer of immediately available funds, equal to One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). If the Company elects to pay the fee in shares of Common Stock, One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) of shares of Common Stock will be issued to the Investor at least one business day prior to the date of filing of the Registration Statement (the “Second Tranche Commitment Shares,” and together with the Initial Tranche Commitment Shares, the “Commitment Shares”) equal to the product of (x) 1,077,465 and (y) the Purchase Amount Fraction. The “Purchase Amount Fraction” means a fraction, the numerator of which is the Purchase Amount purchased by the Investor with respect to such purchase of Purchase Shares and the denominator of which is Ten Million Two Hundred Thousand Dollars ($10,200,000). For purposes of determining the number of Commitment Shares, the price of the The Additional Commitment Shares shall be equal equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction. In the event that the registration statement required to be filed pursuant to the lesser of Registration Rights Agreement is not declared effective with one hundred and eighty (x180) a per share price that is equal calendar days from the date hereof, than the Company agrees to 100% of the DPCM Price or (y) the average closing price of the Common Stock for the ten (10) business days prior immediately issue to the date such shares are issuedInvestor all 1,077,465 Additional Commitment Shares. For the avoidance of doubt, all of the Commitment Shares shall be fully earned as of the date of this Agreement, whether or not the Commencement shall occur or any Purchase Shares are purchased by the Investor under this Agreement and irrespective of any subsequent termination of this Agreement but the Commitment Fee will in no event be paid to the Investor if the Closing does not occurAgreement.

Issuance of Commitment Shares. In consideration for Immediately upon the Investor’s execution and delivery of this Agreement, the Company shall pay issue to the Investor cash or cause as consideration for the Transfer Agent to issue Investor entering into this Agreement 1,250,000 shares of Common Stock directly (the "Initial Commitment Shares"). In connection with each purchase of Purchase Shares hereunder, the Company agrees to issue to the Investor in an aggregate amount equal to Two Million Six Hundred Twenty Five Thousand Dollars ($2,625,000) (the “Commitment Fee”) and shall deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions in the form as set forth in Section 6. The Company shall pay the Commitment Fee to the Investor as follows: (i) on the date of Closing, Eight Hundred Seventy Five Thousand Dollars ($875,000) a number of shares of Common Stock shall be delivered to the Investor (the “Initial Tranche Additional Commitment Shares”) and (ii) on or before the business day prior to the filing of the Registration Statement, the Company shall elect, and communicate to the Investor its election, to pay the remaining amount of the Commitment Fee in cash or shares of Common Stock. If the Company elects to pay the remaining amount of the Commitment Fee in cash, the Company shall pay to the Investor, within ninety (90) days of the date of Closing, an amount in cash, by wire transfer of immediately available funds, equal to One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). If the Company elects to pay the fee in shares of Common Stock, One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) of shares of Common Stock will be issued to the Investor at least one business day prior to the date of filing of the Registration Statement (the “Second Tranche Commitment Shares,” and together with the Initial Tranche Commitment Shares, the “Commitment Shares”) equal to the product of (x) 1,250,000 and (y) the Purchase Amount Fraction. The “Purchase Amount Fraction” shall mean a fraction, the numerator of which is the Purchase Amount purchased by the Investor with respect to such purchase of Purchase Shares and the denominator of which is Four Million Five Hundred Thousand Dollars ($4,500,000). For purposes example, if the Company sells $45,000 of determining Purchase Shares to the number of Investor, the Company shall concurrently issue to the Investor, 12,500 Additional Commitment Shares, the price of the . The Additional Commitment Shares shall be equal to the lesser of (x) a per share price that is equal to 100% of the DPCM Price equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or (y) the average closing price of the Common Stock for the ten (10) business days prior to the date such shares are issuedother similar transaction. For the avoidance of doubt, all of the The Initial Commitment Shares shall be fully earned as issued in certificated form and shall bear the following restrictive legend: 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 Investor agrees that the Investor shall not pledge, transfer or sell the Additional Commitment Shares until the earlier of (a) 500 Business Days (25 Monthly Periods) from the date hereof or (b) the date on which this Agreement has been terminated, provided, however, that such restrictions shall not apply: (i) in connection with any transfers to or among affiliates (as defined in the Exchange Act), or (ii) if an Event of Default has occurred, or any event which, after notice and/or lapse of time, would become an Event of Default, including any failure by the Company to timely issue Purchase Shares under this Agreement. Notwithstanding the forgoing, irrespective of any subsequent termination of this Agreement but the Investor may transfer Additional Commitment Fee will Shares to a third party in no event be paid order to settle a sale made by the Investor where the Investor reasonably expects the Company to deliver additional Purchase Shares to the Investor if under this Agreement so long as the Closing does not occurInvestor maintains ownership of the amount of Additional Commitment Shares received up to that point by "replacing" such Additional Commitment Shares so transferred with new Purchase Shares when the new Purchase Shares are actually issued by the Company to the Investor.

Issuance of Commitment Shares. In consideration for Upon the Investor’s execution and delivery of this Agreement, the Company shall pay submit an Additional Listing Application to the NYSE Amex, and immediately following approval by the NYSE Amex, the Company will issue to the Investor cash or cause as consideration for the Transfer Agent to issue Investor entering into this Agreement 128,506 shares of Common Stock directly to the Investor in an aggregate amount equal to Two Million Six Hundred Twenty Five Thousand Dollars ($2,625,000) (the “Initial Commitment FeeShares”) and shall deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions a letter in the form as set forth in Section 6as Exhibit E attached hereto with respect to the issuance of the Initial Commitment Shares. The In connection with each purchase of Purchase Shares hereunder, the Company shall pay the Commitment Fee agrees to issue to the Investor as follows: (i) on the date of Closing, Eight Hundred Seventy Five Thousand Dollars ($875,000) a number of shares of Common Stock shall be delivered to the Investor (the “Initial Tranche Additional Commitment Shares”) and (ii) on or before the business day prior to the filing of the Registration Statement, the Company shall elect, and communicate to the Investor its election, to pay the remaining amount of the Commitment Fee in cash or shares of Common Stock. If the Company elects to pay the remaining amount of the Commitment Fee in cash, the Company shall pay to the Investor, within ninety (90) days of the date of Closing, an amount in cash, by wire transfer of immediately available funds, equal to One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). If the Company elects to pay the fee in shares of Common Stock, One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) of shares of Common Stock will be issued to the Investor at least one business day prior to the date of filing of the Registration Statement (the “Second Tranche Commitment Shares,” and together with the Initial Tranche Commitment Shares, the “Commitment Shares”) equal to the product of (x) 164,675 and (y) the Purchase Amount Fraction. The “Purchase Amount Fraction” shall mean a fraction, the numerator of which is the Purchase Amount purchased by the Investor with respect to such purchase of Purchase Shares and the denominator of which is Thirty Million Dollars ($30,000,000). For purposes of determining the number of Commitment Shares, the price of the The Additional Commitment Shares shall be equal to the lesser of (x) a per share price that is equal to 100% of the DPCM Price equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or (y) the average closing price of the Common Stock for the ten (10) business days prior to the date such shares are issuedother similar transaction. For the avoidance of doubt, all of the The Initial Commitment Shares shall be fully earned as issued in certificated form and shall bear the Restrictive Legend. The Investor agrees that the Investor shall not pledge, transfer or sell the Commitment Shares until the earlier of (a) 720 Business Days (36 Monthly Periods) from the date hereof or (b) the date on which this Agreement has been terminated, provided, however, that such restrictions shall not apply: (i) in connection with any transfers to or among affiliates (as defined in the Exchange Act), (ii) if an Event of Default has occurred, or any event which, after notice and/or lapse of time, would become an Event of Default, including any failure by the Company to timely issue Purchase Shares under this Agreement, irrespective of any subsequent termination of this Agreement but or (iii) in the event that the Registration Statement is not declared effective by the SEC within 180 days from the date hereof. Notwithstanding the forgoing, the Investor may transfer Commitment Fee will Shares to a third party in no event be paid order to settle a sale made by the Investor where the Investor reasonably expects the Company to deliver additional Purchase Shares to the Investor if under this Agreement so long as the Closing does not occurInvestor maintains ownership of the amount of Commitment Shares received up to that point by "replacing" such Commitment Shares so transferred with new Purchase Shares when the new Purchase Shares are actually issued by the Company to the Investor.

Issuance of Commitment Shares. In consideration for the Investor’s execution and delivery connection with each purchase of this AgreementPurchase Shares hereunder, the Company shall pay the Investor cash or cause the Transfer Agent agrees to issue shares of Common Stock directly to the Investor in an aggregate amount equal to Two Million Six Hundred Twenty Five Thousand Dollars ($2,625,000) (the “Commitment Fee”) and shall deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions in the form as set forth in Section 6. The Company shall pay the Commitment Fee to the Investor as follows: (i) on the date of Closing, Eight Hundred Seventy Five Thousand Dollars ($875,000) a number of shares of Common Stock shall be delivered to the Investor (the “Initial Tranche Additional Commitment Shares”) and (ii) on ” or before the business day prior to the filing of the Registration Statement, the Company shall elect, and communicate to the Investor its election, to pay the remaining amount of the Commitment Fee in cash or shares of Common Stock. If the Company elects to pay the remaining amount of the Commitment Fee in cash, the Company shall pay to the Investor, within ninety (90) days of the date of Closing, an amount in cash, by wire transfer of immediately available funds, equal to One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). If the Company elects to pay the fee in shares of Common Stock, One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) of shares of Common Stock will be issued to the Investor at least one business day prior to the date of filing of the Registration Statement (the “Second Tranche Commitment Shares,” and together with the Initial Tranche Commitment Shares, the “Commitment Shares”) equal to the product of (x) 1,634,615 and (y) the Purchase Amount Fraction. The “Purchase Amount Fraction” shall mean a fraction, the numerator of which is the Purchase Amount purchased by the Investor with respect to such purchase of Purchase Shares and the denominator of which is Eight Million Five Hundred Thousand Dollars ($8,500,000). For purposes of determining the number of Commitment Shares, the price of the The Additional Commitment Shares shall be equal to equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction. The Investor agrees that the lesser of (x) a per share price that is equal to 100% of the DPCM Price Investor shall not pledge, transfer or (y) the average closing price of the Common Stock for the ten (10) business days prior to the date such shares are issued. For the avoidance of doubt, all of sell the Commitment Shares shall be fully earned as until the earlier of (a) 960 days (32 Monthly Periods) from the date hereof or (b) the date on which this Agreement has been terminated, provided, however, that such restrictions shall not apply: (i) in connection with any transfers to or among affiliates (as defined in the Exchange Act), or (ii) if an Event of Default has occurred, or any event which, after notice and/or lapse of time, would become an Event of Default, including any failure by the Company to timely issue Purchase Shares under this Agreement. Notwithstanding the forgoing, irrespective of any subsequent termination of this Agreement but the Investor may transfer Commitment Fee will Shares to a third party in no event be paid order to settle a sale made by the Investor where the Investor reasonably expects the Company to deliver additional Purchase Shares to the Investor if under this Agreement so long as the Closing does not occurInvestor maintains ownership of the amount of Commitment Shares received up to that point by "replacing" such Commitment Shares so transferred with new Purchase Shares when the new Purchase Shares are actually issued by the Company to the Investor.

Issuance of Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, the Company shall pay cause to be issued to the Investor cash or cause the Transfer Agent to issue a total of 75,000 shares of Common Stock directly (the “Initial Commitment Shares”), concurrently with the issuance of the 373,832 Purchase Shares and 5,000 Additional Commitment Shares to be issued to the Investor in an aggregate amount equal to Two Million Six Hundred Twenty Five Thousand Dollars ($2,625,000) (the “Commitment Fee”) Initial Purchase, and on the Commencement Date shall deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions in directing the form as set forth in Section 6. The Company shall pay Transfer Agent to issue the 75,000 Initial Commitment Fee to Shares simultaneously with the Investor as follows: (i) on the date of Closing, Eight Hundred Seventy Five Thousand Dollars ($875,000) of shares of Common Stock shall be delivered to the Investor (the “Initial Tranche Commitment Shares”) and (ii) on or before the business day prior to the filing issuance of the Registration Statement, 373,832 Purchase Shares and the Company shall elect, and communicate 5,000 Additional Commitment Shares to the Investor its election, to pay the remaining amount of the Commitment Fee in cash or shares of Common Stock. If the Company elects to pay the remaining amount of the Commitment Fee in cash, the Company shall pay to the Investor, within ninety (90) days of the date of Closing, an amount in cash, by wire transfer of immediately available funds, equal to One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). If the Company elects to pay the fee in shares of Common Stock, One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) of shares of Common Stock will be issued to the Investor at least one business day prior in the Initial Purchase. The Company shall cause to be issued to the date Investor up to 50,000 shares of filing of the Registration Statement Common Stock (the “Second Tranche Additional Commitment Shares,” and together and, collectively with the Initial Tranche Commitment Shares, the “Commitment Shares”). For purposes , as follows: in connection with each purchase of determining Purchase Shares hereunder (including, without limitation, the Initial Purchase), the Company shall issue to the Investor a number of Commitment Sharesshares of Common Stock equal to the product of (i) 50,000 and (y) the Purchase Amount Fraction. The “Purchase Amount Fraction” shall mean a fraction, the price numerator of which is the Purchase Amount purchased by the Investor with respect to such purchase of Purchase Shares and the denominator of which is Twenty Million Dollars ($20,000,000). The Additional Commitment Shares shall be equal to the lesser of (x) a per share price that is equal to 100% of the DPCM Price equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or (y) the average closing price of the Common Stock for the ten (10) business days prior to the date such shares are issuedother similar transaction. For the avoidance of doubt, (1) all of the Initial Commitment Shares shall be fully earned as of the date of the Initial Purchase, irrespective of any subsequent termination of this Agreement and (2) the Additional Commitment Shares shall be fully earned as of the date of their issuance pursuant to this Agreement, irrespective of any subsequent termination of this Agreement but the Commitment Fee will in no event be paid to the Investor if the Closing does not occurAgreement.

Issuance of Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, the Company shall pay the Investor cash or cause the Transfer Agent to issue no later than the date of the filing of the Initial Prospectus Supplement 324,383 shares of Common Stock (the “Initial Commitment Shares”) directly to the Investor in an aggregate amount equal to Two Million Six Hundred Twenty Five Thousand Dollars ($2,625,000) (the “Commitment Fee”) and shall deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions in the form as set forth in Section 6. The Company shall pay the Commitment Fee to the Investor as follows: (i) on the date of Closing, Eight Hundred Seventy Five Thousand Dollars ($875,000) of shares of Common Stock shall be delivered to the Investor (the “Initial Tranche Commitment Shares”) and (ii) on or before the business day prior to the filing of the Registration Statement, the Company shall elect, and communicate to the Investor its election, to pay the remaining amount of the Commitment Fee in cash or shares of Common Stock. If the Company elects to pay the remaining amount of the Commitment Fee in cash, the Company shall pay to the Investor, within ninety (90) days of the date of Closing, an amount in cash, by wire transfer of immediately available funds, equal to One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). If the Company elects to pay the fee in shares of Common Stock, One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) of shares of Common Stock will be issued to the Investor at least one business day prior to the date of filing of the Registration Statement (the “Second Tranche Commitment Shares,” and together with the Initial Tranche Commitment Shares, the “Commitment Shares”). For purposes of determining the number of Commitment Shares, the price of the Commitment Shares shall be equal to the lesser of (x) a per share price that is equal to 100% of the DPCM Price or (y) the average closing price of the Common Stock for the ten (10) business days prior to the date such shares are issued6 hereto. For the avoidance of doubt, all of the Initial Commitment Shares shall be fully earned as of the date of this Agreement, whether or not the Commencement shall occur or any Purchase Shares are purchased by the Investor under this Agreement and irrespective of any subsequent termination of this Agreement but Agreement. In connection with each Regular Purchase and each Accelerated Purchase of Purchase Shares hereunder, the Commitment Fee will in no event be paid Company shall issue to the Investor if a number of shares of Common Stock (the Closing does not occur“Additional Commitment Shares” and, together with the Initial Commitment Shares, the “Commitment Shares”) equal to the product of (x) 162,191 and (y) the Purchase Amount Fraction. The “Purchase Amount Fraction” shall mean a fraction, the numerator of which is the Purchase Amount purchased by the Investor with respect to such Regular Purchase and Accelerated Purchase (as applicable) of Purchase Shares and the denominator of which is Fifty Million Dollars ($50,000,000). The Additional Commitment Shares shall be issued to the Investor on the same Business Day as Purchase Shares are issued to the Investor in connection with the applicable Regular Purchase, Accelerated Purchase and Additional Accelerated Purchase (as applicable) in accordance with Section 2. In no event shall the amount of the Additional Commitment Shares to be issued under this Agreement exceed 162,191 shares of Common Stock, provided that such Additional Commitment Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction.

Issuance of Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, the Company shall pay cause to be issued to the Investor cash or cause the Transfer Agent to issue a total of 9,500,000 shares of Common Stock directly (collectively, the “Commitment Shares”) at such times and in the manner set forth in this Section 5(e). Immediately upon the execution of this Agreement, the Company shall cause to be issued to the Investor in an aggregate amount equal to Two Million Six Hundred Twenty Five Thousand Dollars ($2,625,000) 6,000,000 shares of Common Stock (the “Initial Commitment FeeShares”) and shall deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions in with respect to the form as set forth in Section 6issuance of the Initial Commitment Shares and the Initial Purchase Shares. The Company shall pay the Commitment Fee cause to be issued to the Investor 3,500,000 shares of Common Stock (the “Additional Commitment Shares”), as follows: (i) on in connection with each purchase of Purchase Shares hereunder, the date of Closing, Eight Hundred Seventy Five Thousand Dollars ($875,000) Company shall issue to the Investor a number of shares of Common Stock shall be delivered equal to the Investor product of (the “Initial Tranche Commitment Shares”x) 3,500,000 and (iiy) on or before the business day prior to the filing of the Registration StatementPurchase Amount Fraction. The “Purchase Amount Fraction” shall mean a fraction, the Company shall electnumerator of which is the Purchase Amount purchased by the Investor with respect to such purchase of Purchase Shares, excluding the Initial Purchase Shares, and communicate to the Investor its election, to pay the remaining amount denominator of the Commitment Fee in cash or shares of Common Stock. If the Company elects to pay the remaining amount of the Commitment Fee in cash, the Company shall pay to the Investor, within ninety (90) days of the date of Closing, an amount in cash, by wire transfer of immediately available funds, equal to One which is Nineteen Million Seven Six Hundred Fifty Thousand Dollars ($1,750,00019,600,000). If the Company elects to pay the fee in shares of Common Stock, One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) of shares of Common Stock will be issued to the Investor at least one business day prior to the date of filing of the Registration Statement (the “Second Tranche Commitment Shares,” and together with the Initial Tranche Commitment Shares, the “Commitment Shares”). For purposes of determining the number of Commitment Shares, the price of the The Additional Commitment Shares shall be equal to the lesser of (x) a per share price that is equal to 100% of the DPCM Price equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or (y) the average closing price of the Common Stock for the ten (10) business days prior to the date such shares are issuedother similar transaction. For the avoidance of doubt, (1) all of the Initial Commitment Shares shall be fully earned as of the date of this Agreement, whether or not the Commencement shall occur or any Purchase Shares (other than the Initial Purchase Shares) are purchased by the Investor under this Agreement and irrespective of any subsequent termination of this Agreement but and (2) all of the Additional Commitment Fee will in no event Shares shall be paid fully earned as of the date of their issuance pursuant to this Agreement, whether or not any Purchase Shares (other than the Initial Purchase Shares) are purchased by the Investor if the Closing does not occurunder this Agreement and irrespective of any subsequent termination of this Agreement.

Issuance of Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, the The Company shall pay has issued to the Investor cash or cause the Transfer Agent to issue 137,500 shares of Common Stock directly (the “Initial Commitment Shares”) In connection with each purchase of Purchase Shares hereunder, the Company agrees to issue to the Investor in an aggregate amount equal to Two Million Six Hundred Twenty Five Thousand Dollars ($2,625,000) (the “Commitment Fee”) and shall deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions in the form as set forth in Section 6. The Company shall pay the Commitment Fee to the Investor as follows: (i) on the date of Closing, Eight Hundred Seventy Five Thousand Dollars ($875,000) a number of shares of Common Stock shall be delivered to the Investor (the “Initial Tranche Additional Commitment Shares”) and (ii) on or before the business day prior to the filing of the Registration Statement, the Company shall elect, and communicate to the Investor its election, to pay the remaining amount of the Commitment Fee in cash or shares of Common Stock. If the Company elects to pay the remaining amount of the Commitment Fee in cash, the Company shall pay to the Investor, within ninety (90) days of the date of Closing, an amount in cash, by wire transfer of immediately available funds, equal to One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). If the Company elects to pay the fee in shares of Common Stock, One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) of shares of Common Stock will be issued to the Investor at least one business day prior to the date of filing of the Registration Statement (the “Second Tranche Commitment Shares,” and together with the Initial Tranche Commitment Shares, the “Commitment Shares”) equal to the product of (x) 180,000 and (y) the Purchase Amount Fraction. The “Purchase Amount Fraction” shall mean a fraction, the numerator of which is the Purchase Amount purchased by the Investor with respect to such purchase of Purchase Shares and the denominator of which is Five Million Dollars ($5,000,000). For purposes of determining the number of Commitment Shares, the price of the The Additional Commitment Shares shall be equal to equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction. The Investor agrees that the lesser of (x) a per share price that is equal to 100% of the DPCM Price Investor shall not pledge, transfer or (y) the average closing price of the Common Stock for the ten (10) business days prior to the date such shares are issued. For the avoidance of doubt, all of sell the Commitment Shares shall be fully earned as until the earlier of (a) 600 Business Days (30 Monthly Periods) from the Initial Date or (b) the date on which this Agreement has been terminated, provided, however, that such restrictions shall not apply: (i) in connection with any transfers to or among affiliates (as defined in the Exchange Act), or (ii) if an Event of Default has occurred, or any event which, after notice and/or lapse of time, would become an Event of Default, including any failure by the Company to timely issue Purchase Shares under this Agreement. Notwithstanding the forgoing, irrespective of any subsequent termination of this Agreement but the Investor may transfer Commitment Fee will Shares to a third party in no event be paid order to settle a sale made by the Investor where the Investor reasonably expects the Company to deliver additional Purchase Shares to the Investor if under this Agreement so long as the Closing does not occurInvestor maintains ownership of the amount of Commitment Shares received up to that point by "replacing" such Commitment Shares so transferred with new Purchase Shares when the new Purchase Shares are actually issued by the Company to the Investor.

Issuance of Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, the Company shall pay cause to be issued to the Investor cash or cause the Transfer Agent to issue a total of 80,000 shares of Common Stock directly to the Investor in an aggregate amount equal to Two Million Six Hundred Twenty Five Thousand Dollars ($2,625,000) (the “Initial Commitment FeeShares”) not later than the close of business on the next Business Day immediately following the date of this Agreement and shall shall, concurrently with the execution of this Agreement on the date hereof, deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions in with respect to the form as set forth in Section 6issuance of such Initial Commitment Shares to the Investor within such time period. The Company shall pay the Commitment Fee cause to the Investor as follows: (i) on the date of Closing, Eight Hundred Seventy Five Thousand Dollars ($875,000) of shares of Common Stock shall be delivered to the Investor (the “Initial Tranche Commitment Shares”) and (ii) on or before the business day prior to the filing of the Registration Statement, the Company shall elect, and communicate to the Investor its election, to pay the remaining amount of the Commitment Fee in cash or shares of Common Stock. If the Company elects to pay the remaining amount of the Commitment Fee in cash, the Company shall pay to the Investor, within ninety (90) days of the date of Closing, an amount in cash, by wire transfer of immediately available funds, equal to One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). If the Company elects to pay the fee in shares of Common Stock, One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) of shares of Common Stock will be issued to the Investor at least one business day prior up to the date 120,500 shares of filing of the Registration Statement Common Stock (the “Second Tranche Additional Commitment Shares,” and together and, collectively with the Initial Tranche Commitment Shares, the “Commitment Shares”). For purposes , as follows: in connection with each purchase of determining Purchase Shares hereunder, the Company shall issue to the Investor a number of Commitment Sharesshares of Common Stock equal to the product of (i) 120,500 and (y) the Purchase Amount Fraction. The “Purchase Amount Fraction” shall mean a fraction, the price numerator of which is the Purchase Amount purchased by the Investor with respect to such purchase of Purchase Shares and the denominator of which is Seventeen Million Four Hundred Thousand Dollars ($17,400,000). The Additional Commitment Shares shall be equal to the lesser of (x) a per share price that is equal to 100% of the DPCM Price equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or (y) the average closing price of the Common Stock for the ten (10) business days prior to the date such shares are issuedother similar transaction. For the avoidance of doubt, (1) all of the Initial Commitment Shares shall be fully earned as of the date of this Agreement, whether or not the Commencement shall occur or any Purchase Shares are purchased by the Investor under this Agreement and irrespective of any subsequent termination of this Agreement but and (2) the Additional Commitment Fee will in no event Shares shall be paid fully earned as of the date of their issuance pursuant to this Agreement, whether or not any additional Purchase Shares are purchased thereafter by the Investor if the Closing does not occurunder this Agreement and irrespective of any subsequent termination of this Agreement.

Issuance of Commitment Shares. In consideration for Immediately upon the Investor’s execution and delivery of this Agreement, the Company shall pay issue to the Investor cash or cause as consideration for the Transfer Agent to issue Investor entering into this Agreement 574,300 shares of Common Stock directly to the Investor in an aggregate amount equal to Two Million Six Hundred Twenty Five Thousand Dollars ($2,625,000) (the “Initial Commitment FeeShares”) and shall deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions a letter in the form as set forth in Section 6as Exhibit E attached hereto with respect to the issuance of the Initial Commitment Shares. The In connection with each purchase of Purchase Shares hereunder, the Company shall pay the Commitment Fee agrees to issue to the Investor as follows: (i) on the date of Closing, Eight Hundred Seventy Five Thousand Dollars ($875,000) a number of shares of Common Stock shall be delivered to the Investor (the “Initial Tranche Additional Commitment Shares”) and (ii) on or before the business day prior to the filing of the Registration Statement, the Company shall elect, and communicate to the Investor its election, to pay the remaining amount of the Commitment Fee in cash or shares of Common Stock. If the Company elects to pay the remaining amount of the Commitment Fee in cash, the Company shall pay to the Investor, within ninety (90) days of the date of Closing, an amount in cash, by wire transfer of immediately available funds, equal to One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). If the Company elects to pay the fee in shares of Common Stock, One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) of shares of Common Stock will be issued to the Investor at least one business day prior to the date of filing of the Registration Statement (the “Second Tranche Commitment Shares,” and together with the Initial Tranche Commitment Shares, the “Commitment Shares”) equal to the product of (x) 574,300 and (y) the Purchase Amount Fraction. The “Purchase Amount Fraction” shall mean a fraction, the numerator of which is the Purchase Amount purchased by the Investor with respect to such purchase of Purchase Shares and the denominator of which is Ten Million Dollars ($10,000,000). For purposes of determining the number of Commitment Shares, the price of the The Additional Commitment Shares shall be equal equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction subsequent to the lesser of (x) a per share price that is equal to 100% of the DPCM Price or (y) the average closing price of the Common Stock for the ten (10) business days date hereof and prior to the date such shares are issuedtermination of this Agreement. For the avoidance of doubt, all of the The Initial Commitment Shares shall be fully earned as issued in certificated form and shall bear the Restrictive Legend. The Investor agrees that the Investor shall not pledge, transfer or sell the Commitment Shares until the earlier of (a) 600 Business Days (30 Monthly Periods) from the date of this Agreement, irrespective of any subsequent termination of hereof or (b) the date on which this Agreement but has been terminated, provided, however, that such restrictions shall not apply: (i) in connection with any transfers to or among affiliates (as defined in the Exchange Act), or (ii) if an Event of Default has occurred and is continuing, or any event which, after notice and/or lapse of time, would become an Event of Default, including any failure by the Company to timely issue Purchase Shares under this Agreement unless the Company has taken corrective action which would cure such Event of Default. Notwithstanding the forgoing, the Investor may transfer Commitment Fee will Shares to a third party in no event be paid order to settle a sale made by the Investor where the Investor reasonably expects the Company to deliver additional Purchase Shares to the Investor if under this Agreement so long as the Closing does not occurInvestor maintains ownership of the amount of Commitment Shares received up to that point by “replacing” such Commitment Shares so transferred with new Purchase Shares when the new Purchase Shares are actually issued by the Company to the Investor.

Issuance of Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, the Company shall pay the Investor cash or cause the Transfer Agent to issue issue, on the date of this Agreement, 1,928,641 shares of Common Stock (the “Initial Commitment Shares”) directly to the Investor in an aggregate amount equal to Two Million Six Hundred Twenty Five Thousand Dollars ($2,625,000) (the “Commitment Fee”) and shall deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions with respect to the issuance of the Initial Commitment Shares in the form as set forth in Section 6. The Company shall pay the Commitment Fee to the Investor as follows: (i) on the date of Closing, Eight Hundred Seventy Five Thousand Dollars ($875,000) of shares of Common Stock shall be delivered to the Investor (the “Initial Tranche Commitment Shares”) and (ii) on or before the business day prior to the filing of the Registration Statement, the Company shall elect, and communicate to the Investor its election, to pay the remaining amount of the Commitment Fee in cash or shares of Common Stock. If the Company elects to pay the remaining amount of the Commitment Fee in cash, the Company shall pay to the Investor, within ninety (90) days of the date of Closing, an amount in cash, by wire transfer of immediately available funds, equal to One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). If the Company elects to pay the fee in shares of Common Stock, One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) of shares of Common Stock will be issued to the Investor at least one business day prior to the date of filing of the Registration Statement (the “Second Tranche Commitment Shares,” and together with the Initial Tranche Commitment Shares, the “Commitment Shares”). For purposes of determining the number of Commitment Shares, the price of the Commitment Shares shall be equal to the lesser of (x) a per share price that is equal to 100% of the DPCM Price or (y) the average closing price of the Common Stock for the ten (10) business days prior to the date such shares are issuedExhibit E attached hereto. For the avoidance of doubt, all of the Initial Commitment Shares shall be fully earned as of the date of this Agreement, whether or not the Commencement shall occur or any Purchase Shares are purchased by the Investor under this Agreement and irrespective of any subsequent termination of this Agreement but Agreement. In connection with each Regular Purchase hereunder, the Commitment Fee will in no event be paid Company shall issue to the Investor if a number of shares of Common Stock (the Closing does not occur“Additional Commitment Shares” and, together with the Initial Commitment Shares, the “Commitment Shares”) equal to the product of (x) 1,928,641 and (y) the Purchase Amount Fraction. The “Purchase Amount Fraction” shall mean a fraction, the numerator of which is the Purchase Amount purchased by the Investor with respect to such Regular Purchase of Purchase Shares and the denominator of which is Forty Million Dollars ($40,000,000). The Additional Commitment Shares shall be issued to the Investor on the same Business Day as Purchase Shares are issued to the Investor in connection with the applicable Regular Purchase in accordance with Section 2(c). In no event shall the amount of the Additional Commitment Shares to be issued under this Agreement exceed 1,928,641 shares of Common Stock, provided that such Additional Commitment Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction.

Issuance of Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, the Company shall pay the Investor cash or cause the Transfer Agent to issue issue, on the date of this Agreement, 281,030 shares of Common Stock (the “Initial Commitment Shares”) directly to the Investor in an aggregate amount equal to Two Million Six Hundred Twenty Five Thousand Dollars ($2,625,000) (the “Commitment Fee”) electronically as DWAC Shares and shall deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions in the form as set forth in Section 6. The Company shall pay the Commitment Fee with respect to the Investor as follows: (i) on the date of Closing, Eight Hundred Seventy Five Thousand Dollars ($875,000) of shares of Common Stock shall be delivered to the Investor (the “Initial Tranche Commitment Shares”) and (ii) on or before the business day prior to the filing of the Registration Statement, the Company shall elect, and communicate to the Investor its election, to pay the remaining amount issuance of the Commitment Fee in cash or shares of Common Stock. If the Company elects to pay the remaining amount of the Commitment Fee in cash, the Company shall pay to the Investor, within ninety (90) days of the date of Closing, an amount in cash, by wire transfer of immediately available funds, equal to One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). If the Company elects to pay the fee in shares of Common Stock, One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) of shares of Common Stock will be issued to the Investor at least one business day prior to the date of filing of the Registration Statement (the “Second Tranche Commitment Shares,” and together with the Initial Tranche Commitment Shares, the “Commitment Shares”). For purposes of determining the number of Commitment Shares, the price of the Commitment Shares shall be equal to the lesser of (x) a per share price that is equal to 100% of the DPCM Price or (y) the average closing price of the Common Stock for the ten (10) business days prior to the date such shares are issued. For the avoidance of doubt, all of the Initial Commitment Shares shall be fully earned as of the date of this Agreement, whether or not the Commencement shall occur or any Purchase Shares are purchased by the Investor under this Agreement and irrespective of any subsequent termination of this Agreement but Agreement. In connection with each purchase of Purchase Shares hereunder, the Commitment Fee will in no event be paid Company agrees to issue to the Investor if a number of shares of Common Stock (the Closing does “Additional Commitment Shares” and together with the Initial Commitment Shares, the “Commitment Shares”) equal to the product of (x) 286,651 and (y) the Purchase Amount Fraction. The “Purchase Amount Fraction” shall mean a fraction, the numerator of which is the Purchase Amount purchased by the Investor with respect to such purchase of Purchase Shares and the denominator of which is Three Million Four Hundred Thousand Dollars ($3,400,000). The Additional Commitment Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction. For the avoidance of doubt, the Additional Commitment Shares shall be fully earned as of the date of their issuance pursuant to this Agreement, whether or not occurany additional Purchase Shares are purchased thereafter by the Investor under this Agreement and irrespective of any termination of this Agreement.

Issuance of Commitment Shares. In consideration for the Investor’s 's execution and delivery of this Agreement, the Company shall pay the Investor cash or cause the Transfer Agent to issue on the date of this Agreement 225,310 shares of Common Stock (the “Initial Commitment Shares”) directly to the Investor in an aggregate amount equal to Two Million Six Hundred Twenty Five Thousand Dollars ($2,625,000) (the “Commitment Fee”) and shall deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions in the form as set forth in Section 6. The Company shall pay the Commitment Fee to the Investor as follows: (i) on the date of Closing, Eight Hundred Seventy Five Thousand Dollars ($875,000) of shares of Common Stock shall be delivered to the Investor (the “Initial Tranche Commitment Shares”) and (ii) on or before the business day prior to the filing of the Registration Statement, the Company shall elect, and communicate to the Investor its election, to pay the remaining amount of the Commitment Fee in cash or shares of Common Stock. If the Company elects to pay the remaining amount of the Commitment Fee in cash, the Company shall pay to the Investor, within ninety (90) days of the date of Closing, an amount in cash, by wire transfer of immediately available funds, equal to One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). If the Company elects to pay the fee in shares of Common Stock, One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) of shares of Common Stock will be issued to the Investor at least one business day prior to the date of filing of the Registration Statement (the “Second Tranche Commitment Shares,” and together with the Initial Tranche Commitment Shares, the “Commitment Shares”). For purposes of determining the number of Commitment Shares, the price of the Commitment Shares shall be equal to the lesser of (x) a per share price that is equal to 100% of the DPCM Price or (y) the average closing price of the Common Stock for the ten (10) business days prior to the date such shares are issued6 hereto. For the avoidance of doubt, all of the Initial Commitment Shares shall be fully earned as of the date of this Agreement, whether or not the Commencement shall occur or any Purchase Shares are purchased by the Investor under this Agreement and irrespective of any subsequent termination of this Agreement but Agreement. In connection with each Regular Purchase and each Accelerated Purchase of Purchase Shares hereunder, the Commitment Fee will in no event be paid Company shall issue to the Investor a number of shares of Common Stock (the “Additional Commitment Shares” and, together with the Initial Commitment Shares, the “Commitment Shares”) equal to the product of (x) 225,310 and (y) the Purchase Amount Fraction. The “Purchase Amount Fraction” shall mean a fraction, the numerator of which is the Purchase Amount purchased by the Investor with respect to such Regular Purchase and Accelerated Purchase (as applicable) of Purchase Shares and the denominator of which is Forty Million Dollars ($40,000,000). The Additional Commitment Shares shall be issued to the Investor on the same Business Day as Purchase Shares are issued to the Investor in connection with the applicable Regular Purchase and Accelerated Purchase (as applicable) in accordance with Section 2. In no event shall the amount of the Additional Commitment Shares to be issued under this Agreement exceed 450,620 shares of Common Stock; provided that such Additional Commitment Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction. (f) Due Diligence; Non-Public Information. During the term of this Agreement, the Investor shall have the right, from time to time as the Investor may reasonably deem appropriate, and upon reasonable advance notice to the Company, to perform reasonable due diligence on the Company during normal business hours. The Company and its officers and employees shall provide material information and reasonably cooperate with the Investor in connection with any reasonable request by the Investor related to the Investor’s due diligence of the Company. Each party hereto agrees not to disclose any Confidential Information of the other party to any third party and shall not use the Confidential Information for any purpose other than in connection with, or in furtherance of, the transactions contemplated hereby. Each party hereto acknowledges that the Confidential Information shall remain the property of the disclosing party and agrees that it shall take all reasonable measures to protect the secrecy of any Confidential Information disclosed by the other party. Notwithstanding the foregoing, the receiving party may disclose Confidential Information to the extent such information is required to be disclosed by law (including SEC disclosure obligations), regulation or order of a court of competent jurisdiction or regulatory authority, provided that, to the extent permissible, the receiving party shall promptly notify the disclosing party when such requirement to disclose arises, and shall cooperate with the disclosing party so as to enable the disclosing party to: (i) seek an appropriate protective order; and (ii) make any applicable claim of confidentiality in respect of such Confidential Information; and provided, further, that the receiving party shall disclose Confidential Information only to the extent required by the protective order or other similar order, if such an order is obtained, and, if no such order is obtained, the Closing does receiving party shall disclose only the minimum amount of such Confidential Information required to be disclosed in order to comply with the applicable law, regulation or order. In addition, any such Confidential Information disclosed pursuant to this section shall continue to be deemed Confidential Information. Notwithstanding anything in this Agreement to the contrary, (x) the Company shall not occur.be obligated to provide the Investor with any information that constitutes or may reasonably be considered to constitute material, non-public information pursuant to a request for information hereunder, and the Company and the Investor agree that

Issuance of Commitment Shares. In consideration for Limitation on Sales of Commitment ------------------------------------------------------------------- Shares. Immediately upon the Investor’s execution and delivery of this Agreement, the Company shall pay ------ issue to the Investor cash or cause the Transfer Agent to issue Buyer 1,000,000 shares of Common Stock directly to the Investor in an aggregate amount equal to Two Million Six Hundred Twenty Five Thousand Dollars ($2,625,000) (the “"Commitment Fee”Shares"). The Commitment Shares shall be issued in certificated form and (subject to Section 5 hereof) and shall deliver to bear the Transfer Agent on following restrictive legend: 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, OR AN OPINION OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. The Buyer agrees that the Buyer shall not transfer or sell the Commitment Shares until the earlier of 600 Trading Days (30 Monthly Periods) from the date of hereof or date on which this Agreement the Irrevocable Transfer Agent Instructions in the form as set forth in Section 6. The Company has been terminated, provided, however, that such restrictions shall pay the Commitment Fee to the Investor as followsnot apply: (i) on in connection with any transfers to or among affiliates (as defined in the date 1934 Act), (ii) in connection with any pledge in connection with a bona fide loan or margin account, or (iii) if an Event of ClosingDefault has occurred, Eight Hundred Seventy Five Thousand Dollars ($875,000) or any event which, after notice and/or lapse of time, would become an Event of Default, including any failure by the Company to timely issue Purchase Shares under this Agreement. Notwithstanding the forgoing, the Buyer may transfer Commitment Shares to a third party in order to settle a sale made by the Buyer where the Buyer reasonably expects the Company to deliver Purchase Shares to the Buyer under this Agreement so long as the Buyer maintains ownership of the same overall number of shares of Common Stock shall be delivered to the Investor (the “Initial Tranche Commitment Shares”) and (ii) on or before the business day prior to the filing of the Registration Statement, the Company shall elect, and communicate to the Investor its election, to pay the remaining amount of the Commitment Fee in cash or shares of Common Stock. If the Company elects to pay the remaining amount of the Commitment Fee in cash, the Company shall pay to the Investor, within ninety (90) days of the date of Closing, an amount in cash, by wire transfer of immediately available funds, equal to One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). If the Company elects to pay the fee in shares of Common Stock, One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) of shares of Common Stock will be issued to the Investor at least one business day prior to the date of filing of the Registration Statement (the “Second Tranche Commitment Shares,” and together with the Initial Tranche Commitment Shares, the “Commitment Shares”). For purposes of determining the number of Commitment Shares, the price of "replacing" the Commitment Shares shall be equal so transferred with Purchase Shares when the Purchase Shares are actually issued by the Company to the lesser of (x) a per share price that is equal to 100% of the DPCM Price or (y) the average closing price of the Common Stock for the ten (10) business days prior to the date such shares are issued. For the avoidance of doubt, all of the Commitment Shares shall be fully earned as of the date of this Agreement, irrespective of any subsequent termination of this Agreement but the Commitment Fee will in no event be paid to the Investor if the Closing does not occurBuyer.

Issuance of Commitment Shares. In consideration for Immediately upon the Investor’s execution and delivery of this Agreement, the Company shall pay issue to the Investor cash or cause as consideration for the Transfer Agent to issue Investor entering into this Agreement 837,447 shares of Common Stock directly to the Investor in an aggregate amount equal to Two Million Six Hundred Twenty Five Thousand Dollars ($2,625,000) (the “"Initial Commitment Fee”Shares") and shall deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions a letter in the form as set forth in Section 6as Exhibit E attached hereto with respect to the issuance of the Initial Commitment Shares. The In connection with each purchase of Purchase Shares hereunder, the Company shall pay the Commitment Fee agrees to issue to the Investor as follows: (i) on the date of Closing, Eight Hundred Seventy Five Thousand Dollars ($875,000) a number of shares of Common Stock shall be delivered to the Investor (the “Initial Tranche Additional Commitment Shares”) and (ii) on or before the business day prior to the filing of the Registration Statement, the Company shall elect, and communicate to the Investor its election, to pay the remaining amount of the Commitment Fee in cash or shares of Common Stock. If the Company elects to pay the remaining amount of the Commitment Fee in cash, the Company shall pay to the Investor, within ninety (90) days of the date of Closing, an amount in cash, by wire transfer of immediately available funds, equal to One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). If the Company elects to pay the fee in shares of Common Stock, One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) of shares of Common Stock will be issued to the Investor at least one business day prior to the date of filing of the Registration Statement (the “Second Tranche Commitment Shares,” and together with the Initial Tranche Commitment Shares, the “Commitment Shares”) equal to the product of (x) 837,447 and (y) the Purchase Amount Fraction. The “Purchase Amount Fraction” shall mean a fraction, the numerator of which is the Purchase Amount purchased by the Investor with respect to such purchase of Purchase Shares and the denominator of which is Ten Million Dollars ($10,000,000). For purposes of determining the number of Commitment Shares, the price of the The Additional Commitment Shares shall be equal to the lesser of (x) a per share price that is equal to 100% of the DPCM Price equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or (y) the average closing price of the Common Stock for the ten (10) business days prior to the date such shares are issuedother similar transaction. For the avoidance of doubt, all of the The Initial Commitment Shares shall be fully earned as issued in certificated form and shall bear the Restrictive Legend. The Investor agrees that the Investor shall not pledge, transfer or sell the Commitment Shares until the earlier of (a) 720 Business Days (36 Monthly Periods) from the date hereof or (b) the date on which this Agreement has been terminated, provided, however, that such restrictions shall not apply: (i) in connection with any transfers to or among affiliates (as defined in the Exchange Act), provided that any such affiliates shall agree in writing as a condition of such transfer to the restrictions set forth in this Section 5(e), or (ii) if an Event of Default has occurred, including any failure by the Company to timely issue Purchase Shares under this Agreement. Notwithstanding the forgoing, irrespective of any subsequent termination of this Agreement but the Investor may transfer Commitment Fee will Shares to a third party in no event be paid order to settle a sale made by the Investor where the Investor reasonably expects the Company to deliver additional Purchase Shares to the Investor if under this Agreement so long as the Closing does not occurInvestor maintains ownership of the amount of Commitment Shares received up to that point by "replacing" such Commitment Shares so transferred with new Purchase Shares when the new Purchase Shares are actually issued by the Company to the Investor.

Issuance of Commitment Shares. In consideration for Immediately upon the Investor’s execution and delivery of this Agreement, the Company shall pay issue to the Investor cash or cause as consideration for the Transfer Agent to issue Investor entering into this Agreement 574,300 shares of Common Stock directly to the Investor in an aggregate amount equal to Two Million Six Hundred Twenty Five Thousand Dollars ($2,625,000) (the “Initial Commitment FeeShares”) and shall deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions a letter in the form as set forth in Section 6as Exhibit E attached hereto with respect to the issuance of the Initial Commitment Shares. The In connection with each purchase of Purchase Shares hereunder, the Company shall pay the Commitment Fee agrees to issue to the Investor as follows: (i) on the date of Closing, Eight Hundred Seventy Five Thousand Dollars ($875,000) a number of shares of Common Stock shall be delivered to the Investor (the “Initial Tranche Additional Commitment Shares”) and (ii) on or before the business day prior to the filing of the Registration Statement, the Company shall elect, and communicate to the Investor its election, to pay the remaining amount of the Commitment Fee in cash or shares of Common Stock. If the Company elects to pay the remaining amount of the Commitment Fee in cash, the Company shall pay to the Investor, within ninety (90) days of the date of Closing, an amount in cash, by wire transfer of immediately available funds, equal to One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). If the Company elects to pay the fee in shares of Common Stock, One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) of shares of Common Stock will be issued to the Investor at least one business day prior to the date of filing of the Registration Statement (the “Second Tranche Commitment Shares,” and together with the Initial Tranche Commitment Shares, the “Commitment Shares”) equal to the product of (x) 574,300 and (y) the Purchase Amount Fraction. The “Purchase Amount Fraction” shall mean a fraction, the numerator of which is the Purchase Amount purchased by the Investor with respect to such purchase of Purchase Shares and the denominator of which is Ten Million Dollars ($10,000,000). For purposes of determining the number of Commitment Shares, the price of the The Additional Commitment Shares shall be equal equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction subsequent to the lesser of (x) a per share price that is equal to 100% of the DPCM Price or (y) the average closing price of the Common Stock for the ten (10) business days date hereof and prior to the date such shares are issuedtermination of this Agreement. For the avoidance of doubt, all of the The Initial Commitment Shares shall be fully earned as issued in certificated form and shall bear the Restrictive Legend. The Investor agrees that the Investor shall not pledge, transfer or sell the Commitment Shares until the earlier of (a) 600 Business Days (30 Monthly Periods) from the date of this Agreement, irrespective of any subsequent termination of hereof or (b) the date on which this Agreement but has been terminated, provided, however, that such restrictions shall not apply: (i) in connection with any transfers to or among affiliates (as defined in the Exchange Act), or (ii) if an Event of Default has occurred and is continuing, or any event which, after notice and/or lapse of time, would become an Event of Default, including any failure by the Company to timely issue Purchase Shares under this Agreement unless the Company has taken corrective action which would cure such Event of Default. Notwithstanding the forgoing, the Investor may transfer Commitment Fee will Shares to a third party in no event be paid order to settle a sale made by the Investor where the Investor reasonably expects the Company to deliver additional Purchase Shares to the Investor if under this Agreement so long as the Closing does not occurInvestor maintains ownership of the amount of Commitment Shares received up to that point by "replacing" such Commitment Shares so transferred with new Purchase Shares when the new Purchase Shares are actually issued by the Company to the Investor.

Issuance of Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, the Company shall pay the Investor cash or cause the Transfer Agent to issue shares issue, upon the purchase of the Initial Purchase Shares, 918,521 Common Stock Shares (the “Initial Commitment Shares”) directly to the Investor in an aggregate amount equal to Two Million Six Hundred Twenty Five Thousand Dollars ($2,625,000) (the “Commitment Fee”) electronically as DWAC Shares and shall deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions in the form as set forth in Section 6. The Company shall pay the Commitment Fee with respect to the Investor as follows: (i) on issuance of the date of Closing, Eight Hundred Seventy Five Thousand Dollars ($875,000) of shares of Common Stock shall be delivered to the Investor (the “Initial Tranche Commitment Shares”) and (ii) on or before the business day prior to the filing of the Registration Statement, the Company shall elect, and communicate to the Investor its election, to pay the remaining amount of the Commitment Fee in cash or shares of Common Stock. If the Company elects to pay the remaining amount of the Commitment Fee in cash, the Company shall pay to the Investor, within ninety (90) days of the date of Closing, an amount in cash, by wire transfer of immediately available funds, equal to One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). If the Company elects to pay the fee in shares of Common Stock, One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) of shares of Common Stock will be issued to the Investor at least one business day prior to the date of filing of the Registration Statement (the “Second Tranche Commitment Shares,” and together with the Initial Tranche Commitment Shares, the “Commitment Shares”). For purposes of determining the number of Commitment Shares, the price of the Commitment Shares shall be equal to the lesser of (x) a per share price that is equal to 100% of the DPCM Price or (y) the average closing price of the Common Stock for the ten (10) business days prior to the date such shares are issued. For the avoidance of doubt, all of the Initial Commitment Shares shall be fully earned upon the purchase of the Initial Purchase Shares, whether or not any additional Purchase Shares are purchased thereafter by the Investor under this Agreement and irrespective of any termination of this Agreement. In connection with the Initial Purchase and each Regular Purchase and each Accelerated Purchase of Purchase Shares hereunder, the Company shall issue to the Investor a number of Common Shares (the “Additional Commitment Shares” and, collectively with the Initial Commitment Shares, the “Commitment Shares”) equal to the product of (x) 918,521 and (y) the Purchase Amount Fraction. The “Purchase Amount Fraction” shall mean a fraction, the numerator of which is the Purchase Amount purchased by the Investor with respect to such Initial Purchase, Regular Purchase and Accelerated Purchase (as applicable) of Purchase Shares and the denominator of which is US$30,000,000. The Commitment Shares shall be issued to the Investor on the same Business Day as Purchase Shares are issued to the Investor in connection with the applicable Regular Purchase and Accelerated Purchase (as applicable) in accordance with Section 2(c). The Additional Commitment Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction. For the avoidance of doubt, the Additional Commitment Shares shall be fully earned as of the date of their pro rata issuance as Purchase Shares are issued to the Investor in connection with the applicable Regular Purchase and Accelerated Purchase (as applicable) in accordance with Section 2(c), whether or not any additional Purchase Shares are purchased thereafter by the Investor under this Agreement, Agreement and irrespective of any subsequent termination of this Agreement but the Commitment Fee will in no event be paid to the Investor if the Closing does not occurAgreement.

Issuance of Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, the Company shall pay the Investor cash or cause the Transfer Agent to issue on the date of this Agreement 276,097 shares of Common Stock (the “Initial Commitment Shares”) directly to the Investor in an aggregate amount equal to Two Million Six Hundred Twenty Five Thousand Dollars ($2,625,000) (the “Commitment Fee”) and shall deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions in the form as set forth in Section 6. The Company shall pay the Commitment Fee to the Investor as follows: (i) on the date of Closing, Eight Hundred Seventy Five Thousand Dollars ($875,000) of shares of Common Stock shall be delivered to the Investor (the “Initial Tranche Commitment Shares”) and (ii) on or before the business day prior to the filing of the Registration Statement, the Company shall elect, and communicate to the Investor its election, to pay the remaining amount of the Commitment Fee in cash or shares of Common Stock. If the Company elects to pay the remaining amount of the Commitment Fee in cash, the Company shall pay to the Investor, within ninety (90) days of the date of Closing, an amount in cash, by wire transfer of immediately available funds, equal to One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). If the Company elects to pay the fee in shares of Common Stock, One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) of shares of Common Stock will be issued to the Investor at least one business day prior to the date of filing of the Registration Statement (the “Second Tranche Commitment Shares,” and together with the Initial Tranche Commitment Shares, the “Commitment Shares”). For purposes of determining the number of Commitment Shares, the price of the Commitment Shares shall be equal to the lesser of (x) a per share price that is equal to 100% of the DPCM Price or (y) the average closing price of the Common Stock for the ten (10) business days prior to the date such shares are issuedExhibit E attached hereto. For the avoidance of doubt, all of the Initial Commitment Shares shall be fully earned as of the date of this Agreement, whether or not the Commencement shall occur or any Purchase Shares are purchased by the Investor under this Agreement and irrespective of any subsequent termination of this Agreement but Agreement. In connection with each Regular Purchase and each Accelerated Purchase of Purchase Shares hereunder, the Commitment Fee will in no event be paid Company shall issue to the Investor if a number of shares of Common Stock (the Closing does not occur“Additional Commitment Shares” and, together with the Initial Commitment Shares, the “Commitment Shares”) equal to the product of (x) 391,645 and (y) the Purchase Amount Fraction. The “Purchase Amount Fraction” shall mean a fraction, the numerator of which is the Purchase Amount purchased by the Investor with respect to such Regular Purchase and Accelerated Purchase (as applicable) of Purchase Shares and the denominator of which is Ten Million Dollars ($10,000,000). The Additional Commitment Shares shall be issued to the Investor on the same Business Day as Purchase Shares are issued to the Investor in connection with the applicable Regular Purchase and Accelerated Purchase (as applicable) in accordance with Section 2(c). In no event shall the amount of the Additional Commitment Shares to be issued under this Agreement exceed 391,645 shares of Common Stock, provided that such Additional Commitment Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction.

Issuance of Commitment Shares. In consideration for Immediately upon the Investor’s execution and delivery of this Agreement, the Company shall pay issue to the Investor cash or cause as consideration for the Transfer Agent to issue Investor entering into this Agreement 1,543,210 shares of Common Stock directly to the Investor in an aggregate amount equal to Two Million Six Hundred Twenty Five Thousand Dollars ($2,625,000) (the “"Initial Commitment Fee”Shares") and shall deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions a letter in the form as set forth in Section 6as Exhibit E attached hereto with respect to the issuance of the Initial Commitment Shares. The In connection with each purchase of Purchase Shares hereunder, the Company shall pay the Commitment Fee agrees to issue to the Investor as follows: (i) on the date of Closing, Eight Hundred Seventy Five Thousand Dollars ($875,000) a number of shares of Common Stock shall be delivered to the Investor (the “Initial Tranche Additional Commitment Shares”) and (ii) on or before the business day prior to the filing of the Registration Statement, the Company shall elect, and communicate to the Investor its election, to pay the remaining amount of the Commitment Fee in cash or shares of Common Stock. If the Company elects to pay the remaining amount of the Commitment Fee in cash, the Company shall pay to the Investor, within ninety (90) days of the date of Closing, an amount in cash, by wire transfer of immediately available funds, equal to One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). If the Company elects to pay the fee in shares of Common Stock, One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) of shares of Common Stock will be issued to the Investor at least one business day prior to the date of filing of the Registration Statement (the “Second Tranche Commitment Shares,” and together with the Initial Tranche Commitment Shares, the “Commitment Shares”) equal to the product of (x) 1,543,210 and (y) the Purchase Amount Fraction. The “Purchase Amount Fraction” shall mean a fraction, the numerator of which is the Purchase Amount purchased by the Investor with respect to such purchase of Purchase Shares and the denominator of which is Twelve Million Dollars ($12,000,000). For purposes of determining In the number of Commitment event that the registration statement covering the Purchase Shares, the price Warrant Shares and Commitment Shares has not been declared effective within 120 days of the date hereof, the Company shall immediately issue to the Investor all Additional Commitment Shares issuable hereunder. The Additional Commitment Shares shall be equal to the lesser of (x) a per share price that is equal to 100% of the DPCM Price equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or (y) the average closing price of the Common Stock for the ten (10) business days prior to the date such shares are issuedother similar transaction. For the avoidance of doubt, all of the The Initial Commitment Shares shall be fully earned as issued in certificated form and shall bear the Restrictive Legend. The Investor agrees that the Investor shall not pledge, transfer or sell the Commitment Shares until the earlier of (a) 720 Business Days (36 Monthly Periods) from the date hereof or (b) the date on which this Agreement has been terminated, provided, however, that such restrictions shall not apply: (i) in connection with any transfers to or among affiliates (as defined in the Exchange Act), provided that any such affiliates shall agree in writing as a condition of such transfer to the restrictions set forth in this Section 5(e), or (ii) if an Event of Default has occurred, including any failure by the Company to timely issue Purchase Shares under this Agreement. Notwithstanding the forgoing, irrespective of any subsequent termination of this Agreement but the Investor may transfer Commitment Fee will Shares to a third party in no event be paid order to settle a sale made by the Investor where the Investor reasonably expects the Company to deliver additional Purchase Shares to the Investor if under this Agreement so long as the Closing does not occurInvestor maintains ownership of the amount of Commitment Shares received up to that point by "replacing" such Commitment Shares so transferred with new Purchase Shares when the new Purchase Shares are actually issued by the Company to the Investor.

Issuance of Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, the Company shall pay the Investor cash or cause the Transfer Agent to issue shares of New Common Stock Stock, as provided below, directly to the Investor in an aggregate amount equal to Two One Million Six Hundred Twenty Eighty Seven Thousand Five Thousand Hundred Dollars ($2,625,0001,687,500) (the “Commitment Fee”) and shall deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions in the form as set forth in Section 6. The Company shall pay the Commitment Fee to the Investor as follows: (i) on the date Business Day prior to the filing of Closingthe Registration Statement, Eight Five Hundred Seventy Sixty Two Thousand Five Thousand Hundred Dollars ($875,000562,500) of shares of New Common Stock shall be delivered to the Investor (the “Initial Tranche Commitment Shares”) and (ii) on or before the business day Business Day prior to the filing of the Registration Statement, the Company shall elect, and communicate to the Investor its election, to pay the remaining amount of the Commitment Fee in cash or shares of New Common Stock. If the Company elects to pay the remaining amount of the Commitment Fee in cash, the Company shall pay to the Investor, within ninety (90) days of the date of Closingclosing of the Merger, an amount in cash, by wire transfer of immediately available funds, equal to One Million Seven One Hundred Fifty Twenty Five Thousand Dollars ($1,750,0001,125,000). If the Company elects to pay the fee in shares of New Common Stock, One Million Seven One Hundred Fifty Twenty Five Thousand Dollars ($1,750,0001,125,000) of shares of New Common Stock will shall be issued to the Investor at least one business day Business Day prior to the date of filing of the Registration Statement (the “Second Tranche Commitment Shares,” and together with the Initial Tranche Commitment Shares, the “Commitment Shares”). For purposes of determining the number of Commitment Shares, the price of the Commitment Shares shall be equal to the lesser of (x) a per share price that is equal to 100% of $10.00 per share, (y) the DPCM Closing Sale Price on the Business Day prior to the date such shares are issued, or (yz) the average closing price of the New Common Stock for the ten (10) business days Business Days prior to the date such shares are issued. For the avoidance of doubt, all of the Commitment Shares shall be fully earned as of the date of this Agreement, irrespective of any subsequent termination of this Agreement but the Commitment Fee will in no event be paid to the Investor if the Closing does not occur.

Issuance of Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, the Company shall pay the Investor cash or cause the Transfer Agent to issue on the date of this Agreement 30,312 shares of Common Stock (the “Initial Commitment Shares”) directly to the Investor in an aggregate amount equal to Two Million Six Hundred Twenty Five Thousand Dollars ($2,625,000) (the “Commitment Fee”) and shall deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions in the form as set forth in Section 6. The Company shall pay the Commitment Fee to the Investor as follows: (i) on the date of Closing, Eight Hundred Seventy Five Thousand Dollars ($875,000) of shares of Common Stock shall be delivered to the Investor (the “Initial Tranche Commitment Shares”) and (ii) on or before the business day prior to the filing of the Registration Statement, the Company shall elect, and communicate to the Investor its election, to pay the remaining amount of the Commitment Fee in cash or shares of Common Stock. If the Company elects to pay the remaining amount of the Commitment Fee in cash, the Company shall pay to the Investor, within ninety (90) days of the date of Closing, an amount in cash, by wire transfer of immediately available funds, equal to One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). If the Company elects to pay the fee in shares of Common Stock, One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) of shares of Common Stock will be issued to the Investor at least one business day prior to the date of filing of the Registration Statement (the “Second Tranche Commitment Shares,” and together with the Initial Tranche Commitment Shares, the “Commitment Shares”). For purposes of determining the number of Commitment Shares, the price of the Commitment Shares shall be equal to the lesser of (x) a per share price that is equal to 100% of the DPCM Price or (y) the average closing price of the Common Stock for the ten (10) business days prior to the date such shares are issued6 hereto. For the avoidance of doubt, all of the Initial Commitment Shares shall be fully earned as of the date of this Agreement, whether or not the Commencement shall occur or any Purchase Shares are purchased by the Investor under this Agreement and irrespective of any subsequent termination of this Agreement but Agreement. In connection with each Regular Purchase and each Accelerated Purchase of Purchase Shares hereunder, the Commitment Fee will in no event be paid Company shall issue to the Investor if a number of shares of Common Stock (the Closing does not occur“Additional Commitment Shares” and, together with the Initial Commitment Shares, the “Commitment Shares”) equal to the product of (x) 60,623 and (y) the Purchase Amount Fraction. The “Purchase Amount Fraction” shall mean a fraction, the numerator of which is the Purchase Amount purchased by the Investor with respect to such Regular Purchase and Accelerated Purchase (as applicable) of Purchase Shares and the denominator of which is Thirty-Three Million Dollars ($33,000,000). The Additional Commitment Shares shall be issued to the Investor on the same Business Day as Purchase Shares are issued to the Investor in connection with the applicable Regular Purchase and Accelerated Purchase (as applicable) in accordance with Section 2. In no event shall the amount of the Additional Commitment Shares to be issued under this Agreement exceed 60,623 shares of Common Stock, provided that such Additional Commitment Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction.

Issuance of Commitment Shares. In consideration for the Investor’s execution and delivery connection with each purchase of this AgreementPurchase Shares hereunder, the Company shall pay the Investor cash or cause the Transfer Agent agrees to issue shares of Common Stock directly to the Investor in an aggregate amount equal to Two Million Six Hundred Twenty Five Thousand Dollars ($2,625,000) (the “Commitment Fee”) and shall deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions in the form as set forth in Section 6. The Company shall pay the Commitment Fee to the Investor as follows: (i) on the date of Closing, Eight Hundred Seventy Five Thousand Dollars ($875,000) a number of shares of Common Stock shall be delivered to the Investor (the “Initial Tranche Additional Commitment Shares”) and (ii) on or before the business day prior to the filing of the Registration Statement, the Company shall elect, and communicate to the Investor its election, to pay the remaining amount of the Commitment Fee in cash or shares of Common Stock. If the Company elects to pay the remaining amount of the Commitment Fee in cash, the Company shall pay to the Investor, within ninety (90) days of the date of Closing, an amount in cash, by wire transfer of immediately available funds, equal to One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). If the Company elects to pay the fee in shares of Common Stock, One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) of shares of Common Stock will be issued to the Investor at least one business day prior to the date of filing of the Registration Statement (the “Second Tranche Commitment Shares,” and together with the Initial Tranche Commitment Sharesor, the “Commitment Shares”) equal to the product of (x) 91,784 and (y) the Purchase Amount Fraction. The “Purchase Amount Fraction” shall mean a fraction, the numerator of which is the Purchase Amount purchased by the Investor with respect to such purchase of Purchase Shares and the denominator of which is One Million Five Hundred Thousand Dollars ($1,500,000). For purposes of determining the number of Commitment Shares, the price of the The Additional Commitment Shares shall be equal to equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction. The Investor agrees that the lesser Investor shall not pledge, transfer or sell the Additional Commitment Shares until the earlier of (xa) a per share price that is equal to 100% of 500 Business Days (25 Monthly Periods) from the DPCM Price date hereof or (yb) the average closing price date on which this Agreement has been terminated, provided, however, that such restrictions shall not apply: (i) in connection with any transfers to or among affiliates (as defined in the Exchange Act), or (ii) if an Event of Default has occurred, or any event which, after notice and/or lapse of time, would become an Event of Default, including any failure by the Common Stock for Company to timely issue Purchase Shares under this Agreement. Notwithstanding the ten (10) business days prior to forgoing, the date such shares are issued. For the avoidance of doubt, all of the Investor may transfer Commitment Shares shall be fully earned as of to a third party in order to settle a sale made by the date of this Agreement, irrespective of any subsequent termination of this Agreement but Investor where the Commitment Fee will in no event be paid Investor reasonably expects the Company to deliver additional Purchase Shares to the Investor if under this Agreement so long as the Closing does not occurInvestor maintains ownership of the amount of Commitment Shares received up to that point by "replacing" such Commitment Shares so transferred with new Purchase Shares when the new Purchase Shares are actually issued by the Company to the Investor.