Common use of Issuance of Commitment Shares Clause in Contracts

Issuance of Commitment Shares. Immediately upon the execution of this Agreement, the Company shall issue to the Investor as consideration for the Investor entering into this Agreement 75,000 shares of Common Stock (the "Initial Commitment Shares") and shall deliver to the Transfer Agent a letter in the form as set forth as Exhibit E attached hereto with respect to the issuance of the Initial Commitment Shares. In connection with each purchase of Purchase Shares hereunder, the Company agrees to 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) 225,000 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). The Additional Commitment Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction. The Initial Commitment Shares shall 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 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, 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 Investor 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. Immediately upon In consideration for (i) the Investor’s execution and delivery of this Agreement 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 cause the Transfer Agent to issue, on the date of this Agreement, the Company shall issue to the Investor as consideration for the Investor entering into this Agreement 75,000 242,529 shares of Common Stock (the "“Initial Commitment Shares"”) and 113,636 shares of Common Stock, the Initial Purchase Shares, directly to the Investor and shall deliver to the Transfer Agent a letter in the form as set forth as Exhibit E attached hereto Irrevocable Transfer Agent Instructions with respect to the issuance of the Initial Commitment SharesShares and Initial Purchase Shares in the form as set forth in Exhibit 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 termination of this Agreement. In connection with each purchase Regular Purchase of Purchase Shares hereunder, the Company agrees to shall issue to the Investor a number of shares of Common Stock (the “Additional Commitment Shares” and and, together with the Initial Commitment Shares, the “Commitment Shares”) equal to the product of (x) 225,000 404,216 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 purchase Regular Purchase of Purchase Shares and the denominator of which is Five Ten Million One Hundred Thousand Dollars ($5,000,00010,100,000). 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. The Initial Commitment Shares shall be issued Notwithstanding anything to the contrary herein, in certificated form and shall bear the Restrictive Legend The Investor agrees event that the Investor shall Registration Statement is not pledge, transfer or sell declared effective by the Commitment Shares until the earlier of (a) 600 Business Days (30 Monthly Periods) SEC within 180 days from the date hereof or (b) of this Agreement, than all of the date on which Additional Commitment Shares shall, as of such date, be immediately fully earned irrespective of any termination of 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 and the Company to timely shall immediately 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 Investor maintains ownership all of the amount of Additional 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 InvestorShares.

Issuance of Commitment Shares. Immediately upon the execution of this Agreement, the Company shall issue to the Investor as consideration for the Investor entering into this Agreement 75,000 407,332 shares of Common Stock (the "Initial Commitment Shares") and shall deliver to the Transfer Agent a letter in the form as set forth as Exhibit E attached hereto with respect to the issuance of the Initial Commitment Shares. In connection with each purchase of Purchase Shares hereunder, the Company agrees to 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) 225,000 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). The Additional Commitment Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction. The Initial Commitment Shares shall be issued in certificated form and shall bear the Restrictive Legend 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 Defaultoccurred and is continuing, 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 Investor 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. Immediately upon In consideration for the Investor’s execution and delivery of this Agreement, the Company shall issue to pay the Investor as consideration for cash or cause the Investor entering into this Agreement 75,000 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 "Initial “Commitment Shares"Fee”) and shall deliver to the Transfer Agent a letter on the date of this Agreement the Irrevocable Transfer Agent Instructions in the form as set forth as Exhibit E attached hereto with respect to in Section 6. The Company shall pay the issuance of the Initial Commitment Shares. In connection with each purchase of Purchase Shares hereunder, the Company agrees to issue Fee to the Investor a number 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 “Additional 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 product lesser of (x) 225,000 and a per share price that is equal to 100% of the DPCM Price or (y) the Purchase Amount Fractionaverage closing price of the Common Stock for the ten (10) business days prior to the date such shares are issued. The “Purchase Amount Fraction” shall mean a fractionFor the avoidance of doubt, all of 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). The Additional Commitment Shares shall be equitably adjusted for fully earned as of the date of this Agreement, irrespective of any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction. The Initial Commitment Shares shall be issued in certificated form and shall bear the Restrictive Legend The Investor agrees that the Investor shall not pledge, transfer or sell subsequent termination of this Agreement but 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) Fee will 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 no 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 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 be paid to the Investor under this Agreement so long as if the Investor 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 InvestorClosing does not occur.

Issuance of Commitment Shares. Immediately upon In consideration for the Investor’s execution and delivery of this Agreement, the Company shall cause the Transfer Agent to issue to on the Investor as consideration for the Investor entering into date of this Agreement 75,000 60,006 shares of Common Stock (the "“Initial Commitment Shares"”) directly to the Investor and shall deliver to the Transfer Agent a letter the Irrevocable Transfer Agent Instructions in the form as set forth as in Exhibit E attached hereto with respect to hereto. For the issuance avoidance of doubt, all of the Initial Commitment SharesShares 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 purchase Regular Purchase and each Accelerated Purchase of Purchase Shares hereunder, the Company agrees to shall issue to the Investor a number of shares of Common Stock (the “Additional Commitment Shares” and and, together with the Initial Commitment Shares, the “Commitment Shares”) equal to the product of (x) 225,000 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 purchase Regular Purchase and Accelerated Purchase (as applicable) of Purchase Shares and the denominator of which is Five Ten Million Dollars ($5,000,00010,000,000). 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. The Initial Commitment Shares shall 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 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, 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 Investor 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. Immediately upon the execution of this Agreement, the Company shall issue to the Investor as consideration for the Investor entering into this Agreement 75,000 1,181,102 shares of Common Stock (the "Initial Commitment Shares") and shall deliver to the Transfer Agent a letter in the form as set forth as Exhibit E attached hereto with respect to the issuance of the Initial Commitment Shares. In connection with each purchase of Purchase Shares hereunder, the Company agrees to 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) 225,000 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 Five Four Million Nine Hundred Thousand Dollars ($5,000,0004,900,000). The Additional Commitment Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction. The Initial Commitment Shares shall be issued in certificated form and shall bear the Restrictive Legend 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, 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 Investor 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. Immediately upon In consideration for the Investor’s execution and delivery of this Agreement, the Company shall issue cause to be issued to the Investor as consideration for the Investor entering into this Agreement 75,000 a total of 332,668 shares of Common Stock (the "“Initial Commitment Shares"”) 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 a letter in the form as set forth as Exhibit E attached hereto Irrevocable Transfer Agent Instructions with respect to the issuance of such Initial Commitment Shares to the Investor within such time period. The Company shall cause to be issued to the Investor up to 166,334 shares of Common Stock (the “Additional Commitment Shares” and, collectively with the Initial Commitment Shares. In , the “Commitment Shares”), as follows: in connection with each purchase of Purchase Shares hereunder, the Company agrees to 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 (xi) 225,000 166,334 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 Twenty-Five Million Dollars ($5,000,00025,000,000). The Additional Commitment Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction. The For the avoidance of doubt, (1) all of the Initial Commitment Shares shall 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 Shares until the earlier fully earned as of (a) 600 Business Days (30 Monthly Periods) from the date hereof of this Agreement, whether or (b) not the date on which this Agreement has been terminated, provided, however, that such restrictions Commencement 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, occur 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 Investor may transfer Commitment Shares to a third party in order to settle a sale made are purchased by the Investor where the Investor reasonably expects the Company to deliver additional Purchase Shares to the Investor under this Agreement so long and irrespective of any subsequent termination of this Agreement and (2) the Additional Commitment Shares shall be fully earned as the Investor maintains ownership of the amount date of Commitment Shares received up their issuance pursuant to that point by "replacing" such Commitment Shares so transferred with new Purchase Shares when the new this Agreement, whether or not any additional Purchase Shares are actually issued purchased thereafter by the Company to the InvestorInvestor under this Agreement and irrespective of any subsequent termination of this Agreement.

Issuance of Commitment Shares. Immediately upon Within one (1) Business Day following the execution of this AgreementCommencement Date, and concurrently with the Investor purchasing the Initial Purchase Shares and Warrants in accordance with Section 2(a) hereof, the Company shall issue to the Investor as consideration for the Investor entering into this Agreement 75,000 300,000 shares of Common Stock (the "“Initial Commitment Shares"”) and shall deliver to cause the Transfer Agent a letter in the form as set forth as Exhibit E attached hereto with respect to the issuance of deliver the Initial Commitment SharesShares 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 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) 225,000 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 Five Thirty Million Dollars ($5,000,00030,000,000). Notwithstanding the foregoing, no Additional Commitment Shares shall be paid on the Investor's purchase of the Initial Purchase Shares and the Warrant or the amounts paid upon the exercise, if any, of the Warrant. The Additional Commitment Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction. The Initial Commitment Shares shall 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 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, 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 Investor 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. Immediately upon the execution of this Agreement, the The Company shall issue has issued to the Investor as consideration for the Investor entering into this Agreement 75,000 137,500 shares of Common Stock (the "“Initial Commitment Shares") and shall deliver to the Transfer Agent a letter in the form as set forth as Exhibit E attached hereto with respect to the issuance of the Initial Commitment Shares”). In connection with each purchase of Purchase Shares hereunder, the Company agrees to 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) 225,000 180,000 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). The Additional Commitment Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction. The Initial Commitment Shares shall 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 Shares until the earlier of (a) 600 Business Days (30 Monthly Periods) from the date hereof 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, 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 Investor 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. Immediately upon In consideration for the Investor’s execution and delivery of this Agreement, the Company shall issue cause the Transfer Agent to issue, (i) on the Investor as consideration for date of this Agreement, 160,000 shares of Common Stock and (ii) on the Investor entering into this Agreement 75,000 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 electronically as DWAC Shares and shall deliver to the Transfer Agent a letter in the form as set forth as Exhibit E attached hereto Irrevocable Transfer Agent Instructions with respect to the issuance of the Commitment Shares. For the avoidance of doubt, 160,000 of the Initial Commitment SharesShares shall be fully earned as of the date of this Agreement 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 termination of this Agreement. In connection with each purchase of Purchase Shares hereunder, the Company agrees to 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 sum of (1) the product of (x) 225,000 230,000 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 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 Five Six Million Dollars ($5,000,0006,000,000). The Additional Commitment Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction. The Initial For the avoidance of doubt, the Additional Commitment Shares shall 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 Shares until the earlier fully earned as 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 of their issuance pursuant 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, 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 whether or not any additional Purchase Shares to are purchased thereafter by the Investor under this Agreement so long as the Investor maintains ownership and irrespective of the amount any termination 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 Investorthis Agreement.

Issuance of Commitment Shares. Immediately upon the execution of this Agreement, the Company shall issue cause to be issued to the Investor (to an account designated by the Investor no later than one Business Day prior to the date hereof) as consideration for the Investor entering into this Agreement 75,000 145,033 shares of Common Stock (the "Initial Commitment Shares") and shall deliver to the Transfer Agent a letter in the form as set forth as Exhibit E attached hereto with respect to the issuance of the Initial Commitment Shares. In connection with each purchase of Purchase Shares hereunder, the Company agrees to 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) 225,000 217,549 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 Five Fifteen Million Dollars ($5,000,00015,000,000). The Additional Commitment Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split split, reverse stock split, or other similar transaction. The Initial Commitment Shares shall be issued in certificated form and shall bear the Restrictive Legend Legend. The Investor agrees that the Investor shall not pledge, transfer or sell the Commitment Shares until the earlier of (a) 600 500 Business Days (30 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 Investor, 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 Defaultand is continuing, including any failure by the Company to timely issue Purchase Shares under this Agreement. Notwithstanding the forgoing, the Investor may transfer Commitment Shares (“Transferred 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 Investor maintains ownership of the amount of Commitment Shares received (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 so transferred with new Purchase Shares when the new Purchase Shares are actually issued by the Company to the Investor.

Issuance of Commitment Shares. Immediately upon In consideration for the Investor’s execution and delivery of this Agreement, the Company shall issue cause to be issued to the Investor as consideration for the Investor entering into this Agreement 75,000 a total of 218,750 shares of Common Stock (the "“Initial Commitment Shares"”) 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 a letter in the form as set forth as Exhibit E attached hereto Irrevocable Transfer Agent Instructions with respect to the issuance of such Initial Commitment Shares to the Investor within such time period. The Company shall cause to be issued to the Investor up to 143,750 shares of Common Stock (the “Additional Commitment Shares” and, collectively with the Initial Commitment Shares. In , the “Commitment Shares”), as follows: in connection with each purchase of Purchase Shares hereunder, the Company agrees to 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 (xi) 225,000 143,750 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 Seventy-Five Million Dollars ($5,000,00075,000,000). The Additional Commitment Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction. The For the avoidance of doubt, (1) all of the Initial Commitment Shares shall 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 Shares until the earlier fully earned as of (a) 600 Business Days (30 Monthly Periods) from the date hereof of this Agreement, whether or (b) not the date on which this Agreement has been terminated, provided, however, that such restrictions Commencement 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, occur 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 Investor may transfer Commitment Shares to a third party in order to settle a sale made are purchased by the Investor where the Investor reasonably expects the Company to deliver additional Purchase Shares to the Investor under this Agreement so long and irrespective of any subsequent termination of this Agreement and (2) the Additional Commitment Shares shall be fully earned as the Investor maintains ownership of the amount date of Commitment Shares received up their issuance pursuant to that point by "replacing" such Commitment Shares so transferred with new Purchase Shares when the new this Agreement, whether or not any additional Purchase Shares are actually issued purchased thereafter by the Company to the InvestorInvestor under this Agreement and irrespective of any subsequent termination of this Agreement.

Issuance of Commitment Shares. Immediately upon the execution of this Agreement, the Company shall issue to the Investor as consideration for the Investor entering into this Agreement 75,000 shares of Common Stock (the "Initial Commitment Shares") and shall deliver to the Transfer Agent a letter in the form as set forth as Exhibit E attached hereto with respect to the issuance of the Initial Commitment Shares. In connection with each purchase of Purchase Shares hereunder, the Company agrees to issue to the Investor a number of shares of Common Stock (the “Additional Commitment Shares” and together with the Initial Commitment Sharesor, the “Commitment Shares”) equal to the product of (x) 225,000 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 Million Hundred Thousand Dollars ($5,000,0001,500,000). The Additional Commitment Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction. The Initial Commitment Shares shall be 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) 600 500 Business Days (30 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, 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 Investor 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. Limitation on Sales of Commitment ------------------------------------------------------------------- Shares. Immediately upon the execution of this Agreement, the Company shall ------ issue to the Investor as consideration for the Investor entering into this Agreement 75,000 Buyer 1,000,000 shares of Common Stock (the "Initial Commitment Shares") and shall deliver to the Transfer Agent a letter in the form as set forth as Exhibit E attached hereto with respect to the issuance of the Initial Commitment Shares. In connection with each purchase of Purchase Shares hereunder, the Company agrees to 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) 225,000 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). The Additional Commitment Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction. The Initial Commitment Shares shall be issued in certificated form and (subject to Section 5 hereof) shall bear the Restrictive Legend 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 Investor Buyer agrees that the Investor Buyer shall not pledge, transfer or sell the Commitment Shares until the earlier of (a) 600 Business Trading 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 1934 Act), (ii) in connection with any pledge in connection with a bona fide loan or margin account, or (iiiii) 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, the Investor Buyer may transfer Commitment Shares to a third party in order to settle a sale made by the Investor Buyer where the Investor Buyer reasonably expects the Company to deliver additional Purchase Shares to the Investor Buyer under this Agreement so long as the Investor Buyer maintains ownership of the amount same overall number of Commitment Shares received up to that point shares of Common Stock by "replacing" such the Commitment Shares so transferred with new Purchase Shares when the new Purchase Shares are actually issued by the Company to the InvestorBuyer.

Issuance of Commitment Shares. Immediately upon Upon the execution of this Agreement, the Company shall submit an Additional Listing Application to the NYSE Amex, and immediately following approval by the NYSE Amex, the Company will issue to the Investor as consideration for the Investor entering into this Agreement 75,000 128,506 shares of Common Stock (the "“Initial Commitment Shares"”) and shall deliver to the Transfer Agent a letter in the form as set forth as Exhibit E attached hereto with respect to the issuance of the Initial Commitment Shares. In connection with each purchase of Purchase Shares hereunder, the Company agrees to 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) 225,000 164,675 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 Five Thirty Million Dollars ($5,000,00030,000,000). The Additional Commitment Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction. The Initial Commitment Shares shall be issued in certificated form and shall bear the Restrictive Legend Legend. The Investor agrees that the Investor shall not pledge, transfer or sell the Commitment Shares until the earlier of (a) 600 720 Business Days (30 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), 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, 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 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 Investor 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. Immediately upon the execution of this Agreement, the Company shall issue to the Investor as consideration for the Investor entering into this Agreement 75,000 137,500 shares of Common Stock (the "“Initial Commitment Shares"”) and shall deliver to the Transfer Agent a letter in the form as set forth as Exhibit E attached hereto with respect to the issuance of the Initial Commitment Shares. In connection with each purchase of Purchase Shares hereunder, the Company agrees to 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) 225,000 180,000 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). The Additional Commitment Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction. The Initial Commitment Shares shall be issued in certificated form and shall bear the Restrictive Legend 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, 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 Investor 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. Immediately upon the execution of this Agreement, the Company shall issue to the Investor as consideration for the Investor entering into this Agreement 75,000 958,333 shares of Common Stock (the "“Initial Commitment Shares"”) and shall deliver to the Transfer Agent a letter in the form as set forth as Exhibit E attached hereto with respect to the issuance of the Initial Commitment Shares. In connection with each purchase of Purchase Shares hereunder, the Company agrees to 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) 225,000 958,333 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 Five Eleven Million Dollars ($5,000,00011,000,000). The Additional Commitment Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction. The Initial Commitment Shares shall be issued in certificated form and shall bear the Restrictive Legend 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, the Investor may transfer Additional 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 Investor 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. Immediately upon In consideration for the Investor’s execution and delivery of this Agreement, the Company shall cause the Transfer Agent to issue to no later than the Investor as consideration for date of the Investor entering into this Agreement 75,000 filing of the Initial Prospectus Supplement 324,383 shares of Common Stock (the "“Initial Commitment Shares"”) directly to the Investor and shall deliver to the Transfer Agent a letter the Irrevocable Transfer Agent Instructions in the form as set forth as Exhibit E attached hereto with respect to in Section 6 hereto. For the issuance avoidance of doubt, all of the Initial Commitment SharesShares 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 termination of this Agreement. In connection with each purchase Regular Purchase and each Accelerated Purchase of Purchase Shares hereunder, the Company agrees to shall issue to the Investor a number of shares of Common Stock (the “Additional Commitment Shares” and and, together with the Initial Commitment Shares, the “Commitment Shares”) equal to the product of (x) 225,000 162,191 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 purchase Regular Purchase and Accelerated Purchase (as applicable) of Purchase Shares and the denominator of which is Five Fifty Million Dollars ($5,000,00050,000,000). 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. The Initial Commitment Shares shall 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 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, 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 Investor 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. Immediately upon In consideration for the Investor’s execution and delivery of this Agreement, the Company shall issue cause to be issued to the Investor as consideration for the Investor entering into this Agreement 75,000 a total of 1,360,503 shares of Common Stock (the "“Initial Commitment Shares"”) 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 a letter in the form as set forth as Exhibit E attached hereto Irrevocable Transfer Agent Instructions with respect to the issuance of such Initial Commitment Shares to the Investor within such time period. The Company shall cause to be issued to the Investor up to 680,252 shares of Common Stock (the “Additional Commitment Shares” and, collectively with the Initial Commitment Shares. In , the “Commitment Shares”), as follows: in connection with each purchase of Purchase Shares hereunder, the Company agrees to 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 (xi) 225,000 680,252 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 Thirty Million Dollars ($5,000,00030,000,000). The Additional Commitment Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction. The For the avoidance of doubt, (1) all of the Initial Commitment Shares shall 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 Shares until the earlier fully earned as of (a) 600 Business Days (30 Monthly Periods) from the date hereof of this Agreement, whether or (b) not the date on which this Agreement has been terminated, provided, however, that such restrictions Commencement 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, occur 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 Investor may transfer Commitment Shares to a third party in order to settle a sale made are purchased by the Investor where the Investor reasonably expects the Company to deliver additional Purchase Shares to the Investor under this Agreement so long and irrespective of any subsequent termination of this Agreement and (2) the Additional Commitment Shares shall be fully earned as the Investor maintains ownership of the amount date of Commitment Shares received up their issuance pursuant to that point by "replacing" such Commitment Shares so transferred with new Purchase Shares when the new this Agreement, whether or not any additional Purchase Shares are actually issued purchased thereafter by the Company to the InvestorInvestor under this Agreement and irrespective of any subsequent termination of this Agreement.

Issuance of Commitment Shares. Immediately upon the execution of this Agreement, the Company shall issue to the Investor as consideration for the Investor entering into this Agreement 75,000 1,153,846 shares of Common Stock (the "Initial Commitment Shares") and shall deliver to the Transfer Agent a letter in the form as set forth as Exhibit E attached hereto with respect to the issuance of the Initial Commitment Shares. In connection with each purchase of Purchase Shares hereunder, the Company agrees to 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) 225,000 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 Five Six Million Dollars ($5,000,0006,000,000). The Additional Commitment Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction. The Initial Commitment Shares shall be issued in certificated form and shall bear the Restrictive Legend Legend. The Investor agrees that the Investor shall not pledge, transfer or sell the Commitment Shares until the earlier of (a) 600 Business Days 750 days (30 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, 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 Investor 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. Immediately upon the execution of this Agreement, the Company shall issue to the Investor as consideration for the Investor entering into this Agreement 75,000 574,300 shares of Common Stock (the "“Initial Commitment Shares"”) and shall deliver to the Transfer Agent a letter in the form as set forth as Exhibit E attached hereto with respect to the issuance of the Initial Commitment Shares. In connection with each purchase of Purchase Shares hereunder, the Company agrees to 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) 225,000 574,300 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 Five Ten Million Dollars ($5,000,00010,000,000). The Additional Commitment Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transactiontransaction subsequent to the date hereof and prior to the termination of this Agreement. The Initial Commitment Shares shall be issued in certificated form and shall bear the Restrictive Legend 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 occurredoccurred 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 AgreementAgreement unless the Company has taken corrective action which would cure such Event of Default. 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 Investor 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. Immediately upon In consideration for the Investor’s execution and delivery of this Agreement, the Company shall issue cause the Transfer Agent to issue, on the Investor as consideration for the Investor entering into date of this Agreement 75,000 Agreement, 182,609 shares of Common Stock (the "“Initial Commitment Shares"”) directly to the Investor electronically as DWAC Shares and shall deliver to the Transfer Agent a letter in the form as set forth as Exhibit E attached hereto Irrevocable Transfer Agent Instructions with respect to the issuance of the Commitment Shares. For the avoidance of doubt, all of the Initial Commitment SharesShares 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 termination of this Agreement. In connection with each purchase Regular Purchase and each Accelerated Purchase of Purchase Shares hereunder, the Company agrees to shall issue to the Investor a number of shares of Common Stock (the “Additional Commitment Shares” and together and, collectively with the Initial Commitment Shares, the “Commitment Shares”) equal to the product of (x) 225,000 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 purchase Regular Purchase and Accelerated Purchase (as applicable) of Purchase Shares and the denominator of which is Five Seven Million Dollars ($5,000,0007,000,000). 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. The Initial For the avoidance of doubt, the Additional Commitment Shares shall 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 Shares until the earlier fully earned as 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 of their issuance pursuant 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, 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 whether or not any additional Purchase Shares to are purchased thereafter by the Investor under this Agreement so long as the Investor maintains ownership and irrespective of the amount any termination 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 Investorthis Agreement.

Issuance of Commitment Shares. Immediately upon In consideration for the Investor’s execution and delivery of this Agreement, the Company shall issue cause the Transfer Agent to issue, on the Investor as consideration for the Investor entering into date of this Agreement 75,000 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 and shall deliver to the Transfer Agent a letter in the form as set forth as Exhibit E attached hereto Irrevocable Transfer Agent Instructions with respect to the issuance of the Initial Commitment SharesShares and Initial Purchase Shares in the form as set forth in Exhibit 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 termination of this Agreement. In connection with each purchase Regular Purchase and each Accelerated Purchase of Purchase Shares hereunder, the Company agrees to shall issue to the Investor a number of shares of Common Stock (the “Additional Commitment Shares” and and, together with the Initial Commitment Shares, the “Commitment Shares”) equal to the product of (x) 225,000 122,070 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 purchase Regular Purchase and Accelerated Purchase (as applicable) of Purchase Shares and the denominator of which is Five Ten Million Dollars ($5,000,00010,000,000). 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. The Initial Commitment Shares shall 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 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, 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 Investor 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. Immediately upon the execution of this Agreement, the Company shall issue to the Investor as consideration for the Investor entering into this Agreement 75,000 600,000 shares of Common Stock (the "Initial “Commitment Shares"”) and shall deliver to the Transfer Agent a letter in the form as set forth as Exhibit E attached hereto with respect to the issuance of the Initial Commitment Shares. In connection with each purchase of Purchase Shares hereunder, the Company agrees to 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) 225,000 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). The Additional Commitment Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction. The Initial Commitment Shares shall be issued in certificated form and shall bear the Restrictive Legend 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, 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 Investor 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. Immediately upon In consideration for the Investor’s execution and delivery of this Agreement, the Company shall issue cause the Transfer Agent to issue, on the Investor as consideration for the Investor entering into this Agreement 75,000 Commencement Date, 19,188 shares of Common Stock (the "“Initial Commitment Shares"”) directly to the Investor electronically as DWAC Shares and shall deliver to the Transfer Agent a letter in the form as set forth as Exhibit E attached hereto Irrevocable Transfer Agent Instructions with respect to the issuance of the Commitment Shares. For the avoidance of doubt, all of the Initial Commitment SharesShares 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 termination of this Agreement. In connection with each purchase Regular Purchase and each Accelerated Purchase of Purchase Shares hereunder, the Company agrees to shall issue to the Investor a number of shares of Common Stock (the “Additional Commitment Shares” and together and, collectively with the Initial Commitment Shares, the “Commitment Shares”) equal to the product of (x) 225,000 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 purchase Regular Purchase and Accelerated Purchase (as applicable) of Purchase Shares and the denominator of which is Five Ten Million Dollars ($5,000,00010,000,000). 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. The Initial For the avoidance of doubt, the Additional Commitment Shares shall 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 Shares until the earlier fully earned as 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 of their issuance pursuant 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, 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 whether or not any additional Purchase Shares to are purchased thereafter by the Investor under this Agreement so long as the Investor maintains ownership and irrespective of the amount any termination 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 Investorthis Agreement.

Issuance of Commitment Shares. Immediately upon the execution of this Agreement, the Company shall issue to the Investor as consideration for the Investor entering into this Agreement 75,000 837,447 shares of Common Stock (the "Initial Commitment Shares") and shall deliver to the Transfer Agent a letter in the form as set forth as Exhibit E attached hereto with respect to the issuance of the Initial Commitment Shares. In connection with each purchase of Purchase Shares hereunder, the Company agrees to 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) 225,000 837,447 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 Five Ten Million Dollars ($5,000,00010,000,000). The Additional Commitment Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction. The Initial Commitment Shares shall be issued in certificated form and shall bear the Restrictive Legend Legend. The Investor agrees that the Investor shall not pledge, transfer or sell the Commitment Shares until the earlier of (a) 600 720 Business Days (30 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, 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 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 Investor 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. Immediately upon In consideration for the Investor’s execution and delivery of this Agreement, the Company shall issue cause the Transfer Agent to issue, on the Investor as consideration for the Investor entering into date of this Agreement 75,000 Agreement, 226,027 shares of Common Stock (the "“Initial Commitment Shares"”) directly to the Investor electronically as DWAC Shares and shall deliver to the Transfer Agent a letter in the form as set forth as Exhibit E attached hereto Irrevocable Transfer Agent Instructions with respect to the issuance of the Commitment Shares. For the avoidance of doubt, all of the Initial Commitment SharesShares 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 termination of this Agreement. In connection with each purchase Regular Purchase and each Accelerated Purchase of Purchase Shares hereunder, the Company agrees to shall issue to the Investor a number of shares of Common Stock (the “Additional Commitment Shares” and together and, collectively with the Initial Commitment Shares, the “Commitment Shares”) equal to the product of (x) 225,000 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 purchase Regular Purchase and Accelerated Purchase (as applicable) of Purchase Shares and the denominator of which is One Million Five Million Hundred Thousand Dollars ($5,000,0001,500,000). 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. The Initial Commitment Shares shall 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 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, 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 Investor 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. Immediately upon Upon the execution of this Agreement, the Company shall issue to the Investor as consideration for the Investor entering into this Agreement 75,000 40,247 shares of Common Stock (the "“Initial Commitment Shares"”) and shall deliver to the Transfer Agent a letter in the form as set forth as Exhibit E attached hereto agreed with respect to the issuance of the Initial Commitment Shares. In connection with each purchase of Purchase Shares hereunder, the Company agrees to 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) 225,000 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 Five Ten Million Dollars ($5,000,00010,000,000). The Additional Commitment Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction. The Initial Commitment Shares shall be issued in certificated form and shall bear the Restrictive Legend 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, 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 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 Investor 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. Immediately upon In consideration for the Investor’s execution and delivery of this Agreement, the Company shall issue cause to be issued to the Investor as consideration for the Investor entering into this Agreement 75,000 a total of 5,540,550 shares of Common Stock (the "“Initial Commitment Shares"”) promptly following the execution of this Agreement and shall deliver to the Transfer Agent a letter in the form as set forth as Exhibit E attached hereto Irrevocable Transfer Agent Instructions with respect to the issuance of such Initial Commitment Shares. The Company shall cause to be issued to the Investor up to 5,540,550 shares of Common Stock (the “Additional Commitment Shares” and, collectively with the Initial Commitment Shares. In , the “Commitment Shares”), as follows: in connection with each purchase of Purchase Shares (other than the Initial Purchase Shares) hereunder, the Company agrees to 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 (xi) 225,000 5,540,550 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 Forty Million Dollars ($5,000,00040,000,000). The Additional Commitment Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction. The For the avoidance of doubt, (1) all of the Initial Commitment Shares shall 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 Shares until the earlier fully earned as of (a) 600 Business Days (30 Monthly Periods) from the date hereof of this Agreement, whether or (b) not the date on which this Agreement has been terminated, provided, however, that such restrictions Commencement 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, occur 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 Investor may transfer Commitment Shares to a third party in order to settle a sale made are purchased by the Investor where the Investor reasonably expects the Company to deliver additional Purchase Shares to the Investor under this Agreement so long and irrespective of any subsequent termination of this Agreement and (2) the Additional Commitment Shares shall be fully earned as the Investor maintains ownership of the amount date of Commitment Shares received up their issuance pursuant 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 Investorthis Agreement, irrespective of any subsequent termination of this Agreement.

Issuance of Commitment Shares. Immediately upon the execution of this Agreement, the Company shall issue to the Investor as consideration for the Investor entering into this Agreement 75,000 shares of Common Stock (the "Initial Commitment Shares") and shall deliver to the Transfer Agent a letter in the form as set forth as Exhibit E attached hereto with respect to the issuance of the Initial Commitment Shares. In connection with each purchase of Purchase Shares hereunder, the Company agrees to issue to the Investor a number of shares of Common Stock (the “Additional Commitment Shares” and together with the Initial Commitment Shares, or the “Commitment Shares”) equal to the product of (x) 225,000 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 Million Hundred Thousand Dollars ($5,000,0008,500,000). The Additional Commitment Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction. The Initial Commitment Shares shall 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 Shares until the earlier of (a) 600 Business Days 960 days (30 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, 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 Investor 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. Immediately upon In consideration for the Investor’s execution and delivery of this Agreement, the Company shall issue cause to be issued to the Investor as consideration for the Investor entering into this Agreement a total of 75,000 shares of Common Stock (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 the Initial Purchase, and on the Commencement Date shall deliver to the Transfer Agent a letter in the form as set forth as Exhibit E attached hereto Irrevocable Transfer Agent Instructions directing the Transfer Agent to issue the 75,000 Initial Commitment Shares simultaneously with respect to the issuance of the 373,832 Purchase Shares and the 5,000 Additional Commitment Shares to be issued to the Investor in the Initial Purchase. The Company shall cause to be issued to the Investor up to 50,000 shares of Common Stock (the “Additional Commitment Shares” and, collectively with the Initial Commitment Shares. In , the “Commitment Shares”), as follows: in connection with each purchase of Purchase Shares hereunderhereunder (including, without limitation, the Initial Purchase), the Company agrees to 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 (xi) 225,000 50,000 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 Twenty Million Dollars ($5,000,00020,000,000). The Additional Commitment Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction. The For the avoidance of doubt, (1) all of the Initial Commitment Shares shall be issued in certificated form fully earned as of the date of the Initial Purchase, irrespective of any subsequent termination of this Agreement and shall bear (2) the Restrictive Legend The Investor agrees that the Investor shall not pledge, transfer or sell the Additional Commitment Shares until the earlier shall be fully earned as 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 of their issuance pursuant 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, 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 irrespective of any subsequent termination of this Agreement so long as the Investor 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 InvestorAgreement.

Issuance of Commitment Shares. Immediately upon the execution of this Agreement, the Company shall issue to the Investor as consideration for the Investor entering into this Agreement 75,000 150,830 shares of Common Stock (the "Initial Commitment Shares") and shall deliver to the Transfer Agent a letter in the form as set forth as Exhibit E attached hereto with respect to the issuance of the Initial Commitment Shares. In connection with each purchase of Purchase Shares hereunder, the Company agrees to 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) 225,000 301,659 and (y) the Purchase Amount Fraction. The “Purchase Amount Fraction” shall mean 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 Five Twenty Million Dollars ($5,000,00020,000,000). The Additional Commitment Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction. The Initial Commitment Shares shall be issued in certificated form and shall bear the Restrictive Legend 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, 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 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 Investor 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. Immediately upon In consideration for the Investor's execution and delivery of this Agreement, the Company shall cause the Transfer Agent to issue to on the Investor as consideration for the Investor entering into date of this Agreement 75,000 225,310 shares of Common Stock (the "“Initial Commitment Shares"”) directly to the Investor and shall deliver to the Transfer Agent a letter the Irrevocable Transfer Agent Instructions in the form as set forth as Exhibit E attached hereto with respect to in Section 6 hereto. For the issuance avoidance of doubt, all of the Initial Commitment SharesShares 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 termination of this Agreement. In connection with each purchase Regular Purchase and each Accelerated Purchase of Purchase Shares hereunder, the Company agrees to shall issue to the Investor a number of shares of Common Stock (the “Additional Commitment Shares” and and, together with the Initial Commitment Shares, the “Commitment Shares”) equal to the product of (x) 225,000 225,310 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 purchase Regular Purchase and Accelerated Purchase (as applicable) of Purchase Shares and the denominator of which is Five Forty Million Dollars ($5,000,00040,000,000). 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. The Initial Commitment Shares shall be issued in certificated form and shall bear (f) Due Diligence; Non-Public Information. During the Restrictive Legend The Investor agrees that 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 pledge, transfer or sell to disclose any Confidential Information of 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 other party to any third party and shall not applyuse 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) in connection with any transfers to or among affiliates (as defined in the Exchange Act), or seek an appropriate protective order; and (ii) if an Event make any applicable claim of Default has occurredconfidentiality in respect of such Confidential Information; and provided, or any event whichfurther, after notice and/or lapse of time, would become an Event of Default, including any failure that the receiving party shall disclose Confidential Information only to the extent required by the Company to timely issue Purchase Shares under this Agreement. Notwithstanding the forgoingprotective order or other similar order, if such an order is obtained, and, if no such order is obtained, the Investor may transfer Commitment Shares receiving party shall disclose only the minimum amount of such Confidential Information required to a third party be disclosed in order to settle a sale made by 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 be obligated to provide the Investor where 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 reasonably expects the Company to deliver additional Purchase Shares to the Investor under this Agreement so long as the Investor 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.agree that

Issuance of Commitment Shares. Immediately upon In consideration for the Investor’s execution and delivery of this Agreement, the Company shall issue cause to be issued to the Investor as consideration for the Investor entering into this Agreement 75,000 a total of 818,420 shares of Common Stock (the "“Initial Commitment Shares"”) 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 a letter in the form as set forth as Exhibit E attached hereto Irrevocable Transfer Agent Instructions with respect to the issuance of such Commitment Shares to the Investor within such time period. The Company shall cause to be issued to the Investor up to 818,420 shares of Common Stock (the “Additional Commitment Shares” and, collectively with the Initial Commitment Shares. In , the “Commitment Shares”), as follows: in connection with each purchase of Purchase Shares hereunder, the Company agrees to 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 (xi) 225,000 818,420 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 Ten Million Dollars ($5,000,00010,000,000). The Additional Commitment Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction. The For the avoidance of doubt, (1) all of the Initial Commitment Shares shall 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 Shares until the earlier fully earned as of (a) 600 Business Days (30 Monthly Periods) from the date hereof of this Agreement, whether or (b) not the date on which this Agreement has been terminated, provided, however, that such restrictions Commencement 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, occur 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 Investor may transfer Commitment Shares to a third party in order to settle a sale made are purchased by the Investor where the Investor reasonably expects the Company to deliver additional Purchase Shares to the Investor under this Agreement so long and irrespective of any subsequent termination of this Agreement and (2) the Additional Commitment Shares shall be fully earned as the Investor maintains ownership of the amount date of Commitment Shares received up their issuance pursuant to that point by "replacing" such Commitment Shares so transferred with new Purchase Shares when the new this Agreement, whether or not any additional Purchase Shares are actually issued purchased thereafter by the Company to the InvestorInvestor under this Agreement and irrespective of any subsequent termination of this Agreement.

Issuance of Commitment Shares. Immediately upon In consideration for the Investor’s execution and delivery of this Agreement, the Company shall issue cause the Transfer Agent to issue, on the Investor as consideration for the Investor entering into date of this Agreement 75,000 Agreement, 375,000 shares of Common Stock (the "“Initial Commitment Shares"”) directly to the Investor and shall deliver to the Transfer Agent a letter in the form as set forth as Exhibit E attached hereto Irrevocable Transfer Agent Instructions with respect to the issuance of the Initial Commitment SharesShares in the form as set forth in Exhibit 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 termination of this Agreement. In connection with each purchase Regular Purchase and each Accelerated Purchase of Purchase Shares hereunder, the Company agrees to shall issue to the Investor a number of shares of Common Stock (the “Additional Commitment Shares” and and, together with the Initial Commitment Shares, the “Commitment Shares”) equal to the product of (x) 225,000 375,000 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 purchase Regular Purchase and Accelerated Purchase (as applicable) of Purchase Shares and the denominator of which is Five Fifteen Million Dollars ($5,000,00015,000,000). 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. The Initial Commitment Shares shall 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 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, 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 Investor 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. Immediately upon In consideration for the Investor’s execution and delivery of this Agreement, the Company shall cause to be issued to the Investor a total of One Hundred Thousand (100,000) shares of Common Stock (the “Initial Commitment Shares”) and shall deliver to the Transfer Agent the Irrevocable Transfer Agent Instructions with respect to the issuance of such 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. Upon the 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 as consideration for the Investor entering into this Agreement 75,000 shares of Common Stock Sixty-Two Thousand Five Hundred (the "Initial Commitment Shares"62,500) and shall deliver to the Transfer Agent a letter in the form as set forth as Exhibit E attached hereto with respect to the issuance of the Initial Commitment Shares. In connection with each purchase of Purchase Shares hereunder, the Company agrees to issue to the Investor a number of shares of Common Stock (the “Additional Commitment Shares” and ”, and, together with the Initial 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). 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. The Initial Commitment Shares shall 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 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, 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 Investor 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. Immediately upon In consideration for the Investor’s execution and delivery of this Agreement, the Company shall cause the Transfer Agent to issue to on the Investor as consideration for the Investor entering into date of this Agreement 75,000 276,097 shares of Common Stock (the "“Initial Commitment Shares"”) directly to the Investor and shall deliver to the Transfer Agent a letter the Irrevocable Transfer Agent Instructions in the form as set forth as in Exhibit E attached hereto with respect to hereto. For the issuance avoidance of doubt, all of the Initial Commitment SharesShares 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 termination of this Agreement. In connection with each purchase Regular Purchase and each Accelerated Purchase of Purchase Shares hereunder, the Company agrees to shall issue to the Investor a number of shares of Common Stock (the “Additional Commitment Shares” and and, together with the Initial Commitment Shares, the “Commitment Shares”) equal to the product of (x) 225,000 391,645 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 purchase Regular Purchase and Accelerated Purchase (as applicable) of Purchase Shares and the denominator of which is Five Ten Million Dollars ($5,000,00010,000,000). 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. The Initial Commitment Shares shall 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 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, 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 Investor 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. Immediately upon the execution of this Agreement, the Company shall issue to the Investor as consideration for the Investor entering into this Agreement 75,000 1,543,210 shares of Common Stock (the "Initial Commitment Shares") and shall deliver to the Transfer Agent a letter in the form as set forth as Exhibit E attached hereto with respect to the issuance of the Initial Commitment Shares. In connection with each purchase of Purchase Shares hereunder, the Company agrees to 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) 225,000 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 Five Twelve Million Dollars ($5,000,00012,000,000). In the event that the registration statement covering the Purchase Shares, 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 equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction. The Initial Commitment Shares shall be issued in certificated form and shall bear the Restrictive Legend Legend. The Investor agrees that the Investor shall not pledge, transfer or sell the Commitment Shares until the earlier of (a) 600 720 Business Days (30 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, 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 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 Investor 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. Immediately upon In consideration for the Investor’s execution and delivery of this Agreement, the Company shall issue cause the Transfer Agent to issue, on the Investor as consideration for the Investor entering into date of this Agreement 75,000 Agreement, 1,928,641 shares of Common Stock (the "“Initial Commitment Shares"”) directly to the Investor and shall deliver to the Transfer Agent a letter in the form as set forth as Exhibit E attached hereto Irrevocable Transfer Agent Instructions with respect to the issuance of the Initial Commitment SharesShares in the form as set forth in Exhibit 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 termination of this Agreement. In connection with each purchase of Regular Purchase Shares hereunder, the Company agrees to shall issue to the Investor a number of shares of Common Stock (the “Additional Commitment Shares” and and, together with the Initial Commitment Shares, the “Commitment Shares”) equal to the product of (x) 225,000 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 purchase Regular Purchase of Purchase Shares and the denominator of which is Five Forty Million Dollars ($5,000,00040,000,000). 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. The Initial Commitment Shares shall 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 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, 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 Investor 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. Immediately upon In consideration for the Investor’s execution and delivery of this Agreement, the Company shall issue cause the Transfer Agent to issue, on the Investor as consideration for the Investor entering into date of this Agreement 75,000 Agreement, 281,030 shares of Common Stock (the "“Initial Commitment Shares"”) directly to the Investor electronically as DWAC Shares and shall deliver to the Transfer Agent a letter in the form as set forth as Exhibit E attached hereto Irrevocable Transfer Agent Instructions with respect to the issuance of the Commitment Shares. For the avoidance of doubt, all of the Initial Commitment SharesShares 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 termination of this Agreement. In connection with each purchase of Purchase Shares hereunder, the Company agrees to 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) 225,000 286,651 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 Five Three Million Four Hundred Thousand Dollars ($5,000,0003,400,000). The Additional Commitment Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction. The Initial For the avoidance of doubt, the Additional Commitment Shares shall 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 Shares until the earlier fully earned as 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 of their issuance pursuant 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, 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 whether or not any additional Purchase Shares to are purchased thereafter by the Investor under this Agreement so long as the Investor maintains ownership and irrespective of the amount any termination 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 Investorthis Agreement.

Issuance of Commitment Shares. Immediately upon In consideration for the Investor’s execution and delivery of this Agreement, the Company shall issue cause the Transfer Agent to issue, on the Investor as consideration for the Investor entering into date of this Agreement 75,000 Agreement, 2,929,115 shares of Common Stock (the "“Initial Commitment Shares"”) directly to the Investor and shall deliver to the Transfer Agent a letter in the form as set forth as Exhibit E attached hereto Irrevocable Transfer Agent Instructions with respect to the issuance of the Initial Commitment SharesShares in the form as set forth in Exhibit 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 termination of this Agreement. In connection with each purchase of Regular Purchase Shares hereunder, the Company agrees to shall issue to the Investor a number of shares of Common Stock (the “Additional Commitment Shares” and and, together with the Initial Commitment Shares, the “Commitment Shares”) equal to the product of (x) 225,000 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 purchase Regular Purchase of Purchase Shares and the denominator of which is Five Ten Million Dollars ($5,000,00010,000,000). 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. The Initial Commitment Shares shall 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 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, 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 Investor 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. Immediately upon the execution of this Agreement, the Company shall issue cause to be issued to the Investor as consideration for the Investor entering into this Agreement 75,000 566,801 shares of Common Stock (the "Initial Commitment Shares") and shall deliver by delivering to the Transfer Agent a letter in the form as set forth as Exhibit E attached hereto with respect to the issuance of the Initial Commitment Shares. In connection with each purchase of Purchase Shares hereunder, the Company agrees to 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) 225,000 283,401 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 Five Seven Million Dollars ($5,000,0007,000,000). The Additional Commitment Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. The Initial Commitment Shares shall be issued in certificated form and shall bear the Restrictive Legend Legend. The Investor agrees that the Investor shall not pledge, transfer or sell the Commitment Shares until the earlier of (a) 600 480 Business Days (30 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, or any event which, after notice and/or lapse of time, would become an Event of Defaultoccurred and is continuing, 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 Investor 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. Immediately upon In consideration for the Investor’s execution and delivery of this Agreement, the Company shall issue cause the Transfer Agent to issue, upon the purchase of the Initial Purchase Shares, 110,754 Common Shares (the “Initial Commitment Shares”) directly to the Investor electronically as consideration for the Investor entering into this Agreement 75,000 shares of Common Stock (the "Initial Commitment Shares") DWAC Shares and shall deliver to the Transfer Agent a letter in the form as set forth as Exhibit E attached hereto Irrevocable Transfer Agent Instructions with respect to the issuance of the Initial Commitment Shares. 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 purchase Regular Purchase and each Accelerated Purchase of Purchase Shares hereunder, the Company agrees to shall issue to the Investor a number of shares of Common Stock Shares (the “Additional Commitment Shares” and together and, collectively with the Initial Commitment Shares, the “Commitment Shares”) equal to the product of (x) 225,000 110,753 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 purchase Initial Purchase, Regular Purchase and Accelerated Purchase (as applicable) of Purchase Shares and the denominator of which is Five Million Dollars 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 ($5,000,000as 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. The Initial 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 in certificated form and shall bear the Restrictive Legend The Investor agrees that to 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 the applicable Regular Purchase and Accelerated Purchase (as defined applicable) in the Exchange Actaccordance with Section 2(c), whether or (ii) if an Event of Default has occurred, or not 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 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 are purchased thereafter by the Investor under this Agreement so long as the Investor maintains ownership and irrespective of the amount any subsequent termination 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 Investorthis Agreement.

Issuance of Commitment Shares. Immediately upon In consideration for the Investor’s execution and delivery of this Agreement, the Company shall cause the Transfer Agent to issue to on the Investor as consideration for the Investor entering into date of this Agreement 75,000 Fifty Thousand Eight Hundred Ninety-One (50,891) shares of Common Stock (the "“Initial Commitment Shares"”) directly to the Investor and shall deliver to the Transfer Agent a letter the Irrevocable Transfer Agent Instructions in the form as set forth as Exhibit E attached hereto with respect to in Section 6 hereof. For the issuance avoidance of doubt, all of the Initial Commitment SharesShares 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 termination of this Agreement. In connection with each purchase Regular Purchase and each Accelerated Purchase of Purchase Shares hereunder, the Company agrees to shall issue to the Investor a number of shares of Common Stock (the “Additional Commitment Shares” and and, together with the Initial Commitment Shares, the “Commitment Shares”) equal to the product of (x) 225,000 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 purchase Regular Purchase and Accelerated Purchase (as applicable) of Purchase Shares and the denominator of which is Five Thirty Million Dollars ($5,000,00030,000,000). 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. The Initial Commitment Shares shall 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 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, 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 Investor 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. Immediately upon In consideration for the Investor’s execution and delivery of this Agreement, the Company shall cause the Transfer Agent to issue to on the Investor as consideration for the Investor entering into date of this Agreement 75,000 179,598 shares of Common Stock (the "“Initial Commitment Shares"”) directly to the Investor and shall deliver to the Transfer Agent a letter the Irrevocable Transfer Agent Instructions in the form as set forth as in Exhibit E attached hereto with respect to hereto. For the issuance avoidance of doubt, all of the Initial Commitment SharesShares 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 termination of this Agreement. In connection with each purchase Regular Purchase and each Accelerated Purchase of Purchase Shares hereunder, the Company agrees to shall issue to the Investor a number of shares of Common Stock (the “Additional Commitment Shares” and and, together with the Initial Commitment Shares, the “Commitment Shares”) equal to the product of (x) 225,000 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 purchase Regular Purchase and Accelerated Purchase (as applicable) of Purchase Shares and the denominator of which is Five Fifty Million Dollars ($5,000,00050,000,000). 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. The Initial Commitment Shares shall 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 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, 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 Investor 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. Immediately upon In consideration for the Investor’s execution and delivery of this Agreement, the Company shall issue cause the Transfer Agent to issue, on the Investor as consideration for the Investor entering into date of this Agreement 75,000 Agreement, 598,706 shares of Common Stock (the "“Initial Commitment Shares"”) directly to the Investor electronically as DWAC Shares and shall deliver to the Transfer Agent a letter in the form as set forth as Exhibit E attached hereto Irrevocable Transfer Agent Instructions with respect to the issuance of the Commitment Shares. For the avoidance of doubt, all of the Initial Commitment SharesShares 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 termination of this Agreement. In connection with the Initial Purchase and each purchase Regular Purchase and each Accelerated Purchase of Purchase Shares hereunder, the Company agrees to shall issue to the Investor a number of shares of Common Stock (the “Additional Commitment Shares” and together and, collectively with the Initial Commitment Shares, the “Commitment Shares”) equal to the product of (x) 225,000 299,353 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 purchase Regular Purchase and Accelerated Purchase (as applicable) of Purchase Shares and the denominator of which is Eighteen Million Five Million Hundred Thousand Dollars ($5,000,00018,500,000). 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. The Initial For the avoidance of doubt, the Additional Commitment Shares shall 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 Shares until the earlier fully earned as 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 of their issuance pursuant 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, 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 whether or not any additional Purchase Shares to are purchased thereafter by the Investor under this Agreement so long as the Investor maintains ownership and irrespective of the amount any termination 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 Investorthis Agreement.

Issuance of Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, the Company shall cause to be issued to the Investor a total of 1,090,909 shares of Common Stock (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 issue cause to be issued to the Investor as consideration for the Investor entering into this Agreement 75,000 872,727 shares of Common Stock (the "“Initial Commitment Shares"”) and shall deliver to the Transfer Agent a letter in the form as set forth as Exhibit E attached hereto Irrevocable Transfer Agent Instructions with respect to the issuance of the Initial Commitment Shares. In The Company shall cause to be issued to the Investor 218,182 shares of Common Stock (the “Additional Commitment Shares”), as follows: (i) if the Registration Statement is not declared effective by the SEC within 180 days from the date of this Agreement, the Company shall cause to be issued to the Investor all of the Additional Commitment Shares not later than two (2) 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 agrees to 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) 225,000 218,182 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 Twelve Million Dollars ($5,000,00012,000,000). The Additional Commitment Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction. The For the avoidance of doubt, (1) all of the Initial Commitment Shares shall 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 Shares until the earlier fully earned as of (a) 600 Business Days (30 Monthly Periods) from the date hereof of this Agreement, whether or (b) not the date on which this Agreement has been terminated, provided, however, that such restrictions Commencement 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, occur 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 Investor may transfer Commitment Shares to a third party in order to settle a sale made are purchased 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 Investor maintains ownership and irrespective of any subsequent termination of this Agreement and (2) all of the amount of Additional Commitment Shares received up shall be fully earned as of the date of their issuance pursuant to that point by "replacing" such Commitment Shares so transferred with new Purchase Shares when this Agreement, whether or not the new Commencement shall occur or any Purchase Shares are actually issued purchased by the Company to the InvestorInvestor under this Agreement and irrespective of any subsequent termination of this Agreement.

Issuance of Commitment Shares. Immediately upon the execution of this Agreement, the Company shall issue pay to the Investor as consideration for the Investor entering into this Agreement 75,000 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 (ii) in lieu of cash, 103,164 shares of Common Stock (the "“Initial Commitment Shares") and ”). In the event the Company elects to issue the Initial Commitment Shares to the Investor, the Company shall deliver to the Transfer Agent a letter in the form as set forth as Exhibit E attached hereto with respect to the issuance of the Initial Commitment Shares. In connection with each purchase of Purchase Shares hereunder, the Company agrees to 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) 225,000 103,164 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). The Additional Commitment Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction. The Initial Commitment Shares shall be issued in certificated form and shall bear the Restrictive Legend Legend. The Investor agrees that the Investor shall not pledge, transfer or sell the Commitment Shares until the earlier of (a) 600 500 Business Days (30 25 Monthly Periods) from the date hereof or 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, 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 Investor 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. Immediately upon the execution of this Agreement, the Company shall issue to the Investor as consideration for the Investor entering into this Agreement 75,000 120,000 shares of Common Stock (the "“Initial Commitment Shares") and shall deliver to the Transfer Agent a letter in the form as set forth as Exhibit E attached hereto with respect to the issuance of the Initial Commitment Shares”). In connection with each purchase of Purchase Shares hereunder, the Company agrees to 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) 225,000 120,000 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 Five Four Million Dollars Purchase Shares ($5,000,0004,000,000). The Additional Commitment Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction. The Initial Commitment Shares shall be issued in certificated form and shall bear the Restrictive Legend The Investor agrees that the Investor shall not pledgefollowing restrictive legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, 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 terminatedAS AMENDED, providedOR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, howeverSOLD, that such restrictions shall not applyTRANSFERRED 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: (i1) in connection with any transfers to or among affiliates RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (as defined in the Exchange Act)2) AN OPINION OF HOLDER’S COUNSEL, or (ii) if an Event of Default has occurredIN A CUSTOMARY FORM, 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 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 Investor 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 InvestorTHAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS.

Issuance of Commitment Shares. Immediately upon In consideration for the Investor’s execution and delivery of this Agreement, the Company shall issue cause the Transfer Agent to issue, upon the purchase of the Initial Purchase Shares, 918,521 Common Shares (the “Initial Commitment Shares”) directly to the Investor electronically as consideration for the Investor entering into this Agreement 75,000 shares of Common Stock (the "Initial Commitment Shares") DWAC Shares and shall deliver to the Transfer Agent a letter in the form as set forth as Exhibit E attached hereto Irrevocable Transfer Agent Instructions with respect to the issuance of the Initial Commitment Shares. 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 purchase Regular Purchase and each Accelerated Purchase of Purchase Shares hereunder, the Company agrees to shall issue to the Investor a number of shares of Common Stock Shares (the “Additional Commitment Shares” and together and, collectively with the Initial Commitment Shares, the “Commitment Shares”) equal to the product of (x) 225,000 918,521 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 purchase Initial Purchase, Regular Purchase and Accelerated Purchase (as applicable) of Purchase Shares and the denominator of which is Five Million Dollars 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 ($5,000,000as 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. The Initial 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 in certificated form and shall bear the Restrictive Legend The Investor agrees that to 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 the applicable Regular Purchase and Accelerated Purchase (as defined applicable) in the Exchange Actaccordance with Section 2(c), whether or (ii) if an Event of Default has occurred, or not 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 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 are purchased thereafter by the Investor under this Agreement so long as the Investor maintains ownership and irrespective of the amount any subsequent termination 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 Investorthis Agreement.

Issuance of Commitment Shares. Immediately upon In consideration for the Investor’s execution and delivery of this Agreement, the Company shall cause the Transfer Agent to issue to on the Investor as consideration for the Investor entering into date of this Agreement 75,000 30,312 shares of Common Stock (the "“Initial Commitment Shares"”) directly to the Investor and shall deliver to the Transfer Agent a letter the Irrevocable Transfer Agent Instructions in the form as set forth as Exhibit E attached hereto with respect to in Section 6 hereto. For the issuance avoidance of doubt, all of the Initial Commitment SharesShares 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 termination of this Agreement. In connection with each purchase Regular Purchase and each Accelerated Purchase of Purchase Shares hereunder, the Company agrees to shall issue to the Investor a number of shares of Common Stock (the “Additional Commitment Shares” and and, together with the Initial Commitment Shares, the “Commitment Shares”) equal to the product of (x) 225,000 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 purchase Regular Purchase and Accelerated Purchase (as applicable) of Purchase Shares and the denominator of which is Five Thirty-Three Million Dollars ($5,000,00033,000,000). 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. The Initial Commitment Shares shall 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 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, 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 Investor 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. Immediately upon 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, as provided below, directly to the Investor as consideration for the Investor entering into this Agreement 75,000 shares of Common Stock in an aggregate amount equal to One Million Six Hundred Eighty Seven Thousand Five Hundred Dollars ($1,687,500) (the "Initial “Commitment Shares"Fee”) and shall deliver to the Transfer Agent a letter 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 as Exhibit E attached hereto with respect follows: (i) on the Business Day prior to the issuance filing of the Registration Statement, Five Hundred Sixty Two Thousand Five Hundred Dollars ($562,500) of shares of New Common Stock shall be delivered to the Investor (the “Initial Tranche Commitment Shares. In connection with each purchase ”) and (ii) on the Business Day prior to the filing of Purchase Shares hereunderthe Registration Statement, the Company agrees to issue shall elect, and communicate to the Investor a number 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 closing of the Merger, an amount in cash, by wire transfer of immediately available funds, equal to One Million One Hundred Twenty Five Thousand Dollars ($1,125,000). If the Company elects to pay the fee in shares of New Common Stock, One Million One Hundred Twenty Five Thousand Dollars ($1,125,000) of shares of New Common Stock shall be issued to the Investor one Business Day prior to the date of filing of the Registration Statement (the “Additional 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 product lesser of (x) 225,000 and a per share price that is equal to $10.00 per share, (y) the Purchase Amount FractionClosing Sale Price on the Business Day prior to the date such shares are issued, or (z) the average closing price of the New Common Stock for the ten (10) Business Days prior to the date such shares are issued. The “Purchase Amount Fraction” shall mean a fractionFor the avoidance of doubt, all of 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). The Additional Commitment Shares shall be equitably adjusted for fully earned as of the date of this Agreement, irrespective of any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction. The Initial Commitment Shares shall be issued in certificated form and shall bear the Restrictive Legend The Investor agrees that the Investor shall not pledge, transfer or sell subsequent termination of this Agreement but 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) Fee will 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 no 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 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 be paid to the Investor under this Agreement so long as if the Investor 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 InvestorClosing does not occur.

Issuance of Commitment Shares. Immediately upon In consideration for the Investor’s execution and delivery of this Agreement, the Company shall issue cause the Transfer Agent to issue, upon the purchase of the Initial Purchase Shares, 292,793 Common Shares (the “Initial Commitment Shares”) directly to the Investor electronically as consideration for the Investor entering into this Agreement 75,000 shares of Common Stock (the "Initial Commitment Shares") DWAC Shares and shall deliver to the Transfer Agent a letter in the form as set forth as Exhibit E attached hereto Irrevocable Transfer Agent Instructions with respect to the issuance of the Initial Commitment Shares. 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 purchase Regular Purchase and each Accelerated Purchase of Purchase Shares hereunder, the Company agrees to shall issue to the Investor a number of shares of Common Stock Shares (the “Additional Commitment Shares” and together and, collectively with the Initial Commitment Shares, the “Commitment Shares”) equal to the product of (x) 225,000 292,793 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 purchase Initial Purchase, Regular Purchase and Accelerated Purchase (as applicable) of Purchase Shares and the denominator of which is Five Million Dollars 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 ($5,000,000as 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. The Initial 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 in certificated form and shall bear the Restrictive Legend The Investor agrees that to 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 the applicable Regular Purchase and Accelerated Purchase (as defined applicable) in the Exchange Actaccordance with Section 2(c), whether or (ii) if an Event of Default has occurred, or not 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 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 are purchased thereafter by the Investor under this Agreement so long as the Investor maintains ownership and irrespective of the amount any subsequent termination 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 Investorthis Agreement.

Issuance of Commitment Shares. Immediately upon In consideration for the Investor’s execution and delivery of this Agreement, (i) the Company shall issue cause to be issued to the Investor as consideration for the Investor entering into this Agreement 75,000 a total of 211,474 shares of Common Stock (the "“Initial Commitment Shares"”) 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 a letter in the form as set forth as Exhibit E attached hereto Irrevocable Transfer Agent Instructions with respect to the issuance of the such Initial Commitment Shares. In connection with each purchase of Purchase Shares hereunder, to the Investor within such time period; and (ii) the Company agrees shall cause to issue be issued to the Investor a number total of 211,473 shares of Common Stock (the “Additional Commitment Shares” and together and, collectively with the Initial Commitment Shares, the “Commitment Shares”) equal to ), concurrently with the product Investor’s purchase 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 an aggregate amount of Purchase Shares and having an aggregate gross purchase price to the denominator of which is Five Million Dollars (Investor equal to $5,000,000), pursuant to all Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases (as applicable) effected pursuant to this Agreement. The Additional Commitment Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction. The For the avoidance of doubt, (1) all of the Initial Commitment Shares shall 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 Shares until the earlier fully earned as of (a) 600 Business Days (30 Monthly Periods) from the date hereof of this Agreement, whether or (b) not the date on which this Agreement has been terminated, provided, however, that such restrictions Commencement 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, occur 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 Investor may transfer Commitment Shares to a third party in order to settle a sale made are purchased by the Investor where the Investor reasonably expects the Company to deliver additional Purchase Shares to the Investor under this Agreement so long and irrespective of any subsequent termination of this Agreement and (2) the Additional Commitment Shares shall be fully earned as the Investor maintains ownership of the amount date of Commitment Shares received up their issuance pursuant to that point by "replacing" such Commitment Shares so transferred with new Purchase Shares when the new this Agreement, whether or not any additional Purchase Shares are actually issued purchased thereafter by the Company to the InvestorInvestor under this Agreement and irrespective of any subsequent termination of this Agreement.

Issuance of Commitment Shares. Immediately upon the execution of this Agreement, the Company shall issue to the Investor as consideration for the Investor entering into this Agreement 75,000 718,310 shares of Common Stock (the "“Initial Commitment Shares"”) and shall deliver to the Transfer Agent a letter in the form as set forth as Exhibit E attached hereto with respect to the issuance of the Commitment Shares. The Initial Commitment SharesShares shall be issued in certificated form and shall bear the Restrictive Legend. In connection with each purchase of Purchase Shares hereunder, the Company agrees to 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) 225,000 1,077,465 and (y) the Purchase Amount Fraction. The “Purchase Amount Fraction” shall mean 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 Five Ten Million Two Hundred Thousand Dollars ($5,000,00010,200,000). The Additional Commitment Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction. The Initial In the event that the registration statement required to be filed pursuant to the Registration Rights Agreement is not declared effective with one hundred and eighty (180) calendar days from the date hereof, than the Company agrees to immediately issue to the Investor all 1,077,465 Additional Commitment Shares. For the avoidance of doubt, all of the Commitment Shares shall 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 Shares until the earlier fully earned as of (a) 600 Business Days (30 Monthly Periods) from the date hereof of this Agreement, whether or (b) not the date on which this Agreement has been terminated, provided, however, that such restrictions Commencement 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, occur 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 Investor may transfer Commitment Shares to a third party in order to settle a sale made are purchased 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 Investor maintains ownership and irrespective of the amount any termination 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 Investorthis Agreement.

Issuance of Commitment Shares. Immediately upon the execution of this Agreement, the Company shall issue to the Investor as consideration for the Investor entering into this Agreement 75,000 1,250,000 shares of Common Stock (the "Initial Commitment Shares") and shall deliver to the Transfer Agent a letter in the form as set forth as Exhibit E attached hereto with respect to the issuance of the Initial Commitment Shares). In connection with each purchase of Purchase Shares hereunder, the Company agrees to 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) 225,000 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 Million Hundred Thousand Dollars ($5,000,0004,500,000). For example, if the Company sells $45,000 of Purchase Shares to the Investor, the Company shall concurrently issue to the Investor, 12,500 Additional Commitment Shares. The Additional Commitment Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction. The Initial Commitment Shares shall be issued in certificated form and shall bear the Restrictive Legend 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) 600 500 Business Days (30 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, the Investor may transfer Additional 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 Investor 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 cause to be issued to the Investor a total of 9,500,000 shares of Common Stock (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 issue cause to be issued to the Investor as consideration for the Investor entering into this Agreement 75,000 6,000,000 shares of Common Stock (the "“Initial Commitment Shares"”) and shall deliver to the Transfer Agent a letter in the form as set forth as Exhibit E attached hereto Irrevocable Transfer Agent Instructions with respect to the issuance of the Initial Commitment Shares and the Initial Purchase Shares. In The Company shall cause to be issued to the Investor 3,500,000 shares of Common Stock (the “Additional Commitment Shares”), as follows: in connection with each purchase of Purchase Shares hereunder, the Company agrees to 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) 225,000 3,500,000 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 Shares, excluding the Initial Purchase Shares, and the denominator of which is Five Nineteen Million Six Hundred Thousand Dollars ($5,000,00019,600,000). The Additional Commitment Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction. The For the avoidance of doubt, (1) all of the Initial Commitment Shares shall 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 Shares until the earlier fully earned as of (a) 600 Business Days (30 Monthly Periods) from the date hereof of this Agreement, whether or (b) not the date on which this Agreement has been terminated, provided, however, that such restrictions Commencement 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, occur 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 (other than the forgoing, the Investor may transfer Commitment Shares to a third party in order to settle a sale made Initial Purchase Shares) are purchased by the Investor where the Investor reasonably expects the Company to deliver additional Purchase Shares to the Investor under this Agreement so long and irrespective of any subsequent termination of this Agreement and (2) all of the Additional Commitment Shares shall be 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 maintains ownership under this Agreement and irrespective of the amount any subsequent termination 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 Investorthis Agreement.

Issuance of Commitment Shares. Immediately upon the execution of this Agreement, the The Company shall issue has issued to the Investor as consideration for the Investor entering into this Agreement 75,000 137,500 shares of Common Stock (the "“Initial Commitment Shares"”) and shall deliver to the Transfer Agent a letter in the form as set forth as Exhibit E attached hereto with respect to the issuance of the Initial Commitment Shares. In connection with each purchase of Purchase Shares hereunder, the Company agrees to 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) 225,000 180,000 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). The Additional Commitment Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction. The Initial Commitment Shares shall 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 Shares until the earlier of (a) 600 Business Days (30 Monthly Periods) from the date hereof 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, 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 Investor 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. Immediately upon In consideration for the Investor’s execution and delivery of this Agreement, the Company shall cause the Transfer Agent to issue to on the Investor as consideration for the Investor entering into date of this Agreement 75,000 350,000 shares of Common Stock (the "“Initial Commitment Shares"”) directly to the Investor and shall deliver to the Transfer Agent a letter the Irrevocable Transfer Agent Instructions in the form as set forth as in Exhibit E attached hereto with respect to hereto. For the issuance avoidance of doubt, all of the Initial Commitment SharesShares 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 termination of this Agreement. In connection with each purchase Regular Purchase and each Accelerated Purchase of Purchase Shares hereunder, the Company agrees to shall issue to the Investor a number of shares of Common Stock (the “Additional Commitment Shares” and and, together with the Initial Commitment Shares, the “Commitment Shares”) equal to the product of (x) 225,000 650,000 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 purchase Regular Purchase and Accelerated Purchase (as applicable) of Purchase Shares and the denominator of which is Five Twenty Million Dollars ($5,000,00020,000,000). 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. The Initial Commitment Shares shall 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 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, 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 Investor 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. Limitation on Sales of Commitment ------------------------------------------------------------------- Shares. Immediately upon the execution of this Agreement, the Company shall ------ issue to the Investor as consideration for the Investor entering into this Agreement 75,000 Buyer 1,076,233 shares of Common Stock (the "Initial Commitment Shares") and shall deliver to the Transfer Agent a letter in the form as set forth as Exhibit E attached hereto with respect to the issuance of the Initial Commitment Shares. In connection with each purchase of Purchase Shares hereunder, the Company agrees to 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) 225,000 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). The Additional Commitment Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction. The Initial Commitment Shares shall be issued in certificated form and (subject to Section 5 hereof) shall bear the Restrictive Legend 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 Investor Buyer agrees that the Investor Buyer shall not pledge, transfer or sell the Commitment Shares until the earlier of (a) 600 Business Trading 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 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 failure of the Company to satisfy the conditions set forth in Section 7 or (iiiv) 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, the Investor Buyer may transfer Commitment Shares to a third party in order to settle a sale made by the Investor Buyer where the Investor Buyer reasonably expects the Company to deliver additional Purchase Shares to the Investor Buyer under this Agreement so long as the Investor Buyer maintains ownership of the amount same overall number of Commitment Shares received up to that point shares of Common Stock by "replacing" such the Commitment Shares so transferred with new Purchase Shares when the new Purchase Shares are actually issued by the Company to the InvestorBuyer.

Issuance of Commitment Shares. Immediately upon In consideration for the Investor’s execution and delivery of this Agreement, the Company shall issue cause the Transfer Agent to issue, on the Investor as consideration for the Investor entering into this Agreement 75,000 Commencement Date, 251,799 shares of Common Stock (the "“Initial Commitment Shares"”) directly to the Investor electronically as DWAC Shares and shall deliver to the Transfer Agent a letter in the form as set forth as Exhibit E attached hereto Irrevocable Transfer Agent Instructions with respect to the issuance of the Commitment Shares. For the avoidance of doubt, all of the Initial Commitment SharesShares 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 termination of this Agreement. In connection with the Initial Purchase and each purchase Regular Purchase and each Accelerated Purchase of Purchase Shares hereunder, the Company agrees to shall issue to the Investor a number of shares of Common Stock (the “Additional Commitment Shares” and together and, collectively with the Initial Commitment Shares, the “Commitment Shares”) equal to the product of (x) 225,000 323,741 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 purchase Regular Purchase and Accelerated Purchase (as applicable) of Purchase Shares and the denominator of which is Five Twenty Million Dollars ($5,000,00020,000,000). 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. The Initial For the avoidance of doubt, the Additional Commitment Shares shall 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 Shares until the earlier fully earned as 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 of their issuance pursuant 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, 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 whether or not any additional Purchase Shares to are purchased thereafter by the Investor under this Agreement so long as the Investor maintains ownership and irrespective of the amount any termination 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 Investorthis Agreement.

Issuance of Commitment Shares. Immediately upon the execution of this Agreement, the Company shall issue to the Investor as consideration for the Investor entering into this Agreement 75,000 574,300 shares of Common Stock (the "“Initial Commitment Shares"”) and shall deliver to the Transfer Agent a letter in the form as set forth as Exhibit E attached hereto with respect to the issuance of the Initial Commitment Shares. In connection with each purchase of Purchase Shares hereunder, the Company agrees to 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) 225,000 574,300 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 Five Ten Million Dollars ($5,000,00010,000,000). The Additional Commitment Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transactiontransaction subsequent to the date hereof and prior to the termination of this Agreement. The Initial Commitment Shares shall be issued in certificated form and shall bear the Restrictive Legend 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 occurredoccurred 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 AgreementAgreement unless the Company has taken corrective action which would cure such Event of Default. 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 Investor 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. Immediately upon In consideration for (i) the Investor’s execution and delivery of this Agreement 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 cause the Transfer Agent to issue, on the date of this Agreement, the Company shall issue to the Investor as consideration for the Investor entering into this Agreement 75,000 341,858 shares of Common Stock (the "“Initial Commitment Shares"”) and the 250,000 Initial Purchase Shares directly to the Investor and shall deliver to the Transfer Agent a letter in the form as set forth as Exhibit E attached hereto Irrevocable Transfer Agent Instructions with respect to the issuance of the Initial Commitment SharesShares and Initial Purchase Shares in the form as set forth in Exhibit 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 termination of this Agreement. In connection with each purchase Regular Purchase and each Accelerated Purchase of Purchase Shares hereunder, the Company agrees to shall issue to the Investor a number of shares of Common Stock (the “Additional Commitment Shares” and and, together with the Initial Commitment Shares, the “Commitment Shares”) equal to the product of (x) 225,000 133,409 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 purchase Regular Purchase and Accelerated Purchase (as applicable) of Purchase Shares and the denominator of which is Five Ten Million Dollars ($5,000,00010,000,000). 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. The Initial Commitment Shares shall 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 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, 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 Investor 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. Immediately upon In consideration for the Investor’s execution and delivery of this Agreement, the Company shall issue cause to be issued to the Investor as consideration for the Investor entering into this Agreement 75,000 a total of 80,000 shares of Common Stock (the "“Initial Commitment Shares"”) 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 a letter in the form as set forth as Exhibit E attached hereto Irrevocable Transfer Agent Instructions with respect to the issuance of such Initial Commitment Shares to the Investor within such time period. The Company shall cause to be issued to the Investor up to 120,500 shares of Common Stock (the “Additional Commitment Shares” and, collectively with the Initial Commitment Shares. In , the “Commitment Shares”), as follows: in connection with each purchase of Purchase Shares hereunder, the Company agrees to 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 (xi) 225,000 120,500 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 Seventeen Million Four Hundred Thousand Dollars ($5,000,00017,400,000). The Additional Commitment Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction. The For the avoidance of doubt, (1) all of the Initial Commitment Shares shall 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 Shares until the earlier fully earned as of (a) 600 Business Days (30 Monthly Periods) from the date hereof of this Agreement, whether or (b) not the date on which this Agreement has been terminated, provided, however, that such restrictions Commencement 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, occur 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 Investor may transfer Commitment Shares to a third party in order to settle a sale made are purchased by the Investor where the Investor reasonably expects the Company to deliver additional Purchase Shares to the Investor under this Agreement so long and irrespective of any subsequent termination of this Agreement and (2) the Additional Commitment Shares shall be fully earned as the Investor maintains ownership of the amount date of Commitment Shares received up their issuance pursuant to that point by "replacing" such Commitment Shares so transferred with new Purchase Shares when the new this Agreement, whether or not any additional Purchase Shares are actually issued purchased thereafter by the Company to the InvestorInvestor under this Agreement and irrespective of any subsequent termination of this Agreement.

Issuance of Commitment Shares. Immediately upon In consideration for the Investor’s execution and delivery of this Agreement, the Company shall issue cause to be issued to the Investor as consideration for the Investor entering into this Agreement 75,000 a total of 600,000 shares of Common Stock (the "“Initial Commitment Shares"”) immediately upon the execution of this Agreement and shall deliver to the Transfer Agent a letter in the form as set forth as Exhibit E attached hereto Irrevocable Transfer Agent Instructions with respect to the issuance of such Initial Commitment Shares. The Company shall cause to be issued to the Investor up to 600,000 shares of Common Stock (the “Additional Commitment Shares” and, collectively with the Initial Commitment Shares. In , the “Commitment Shares”), as follows: in connection with each purchase of Purchase Shares hereunder, the Company agrees to 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 (xi) 225,000 600,000 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 Thirty Million Dollars ($5,000,00030,000,000). The Additional Commitment Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction. The For the avoidance of doubt, (1) all of the Initial Commitment Shares shall 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 Shares until the earlier fully earned as of (a) 600 Business Days (30 Monthly Periods) from the date hereof of this Agreement, whether or (b) not the date on which this Agreement has been terminated, provided, however, that such restrictions Commencement 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, occur 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 Investor may transfer Commitment Shares to a third party in order to settle a sale made are purchased by the Investor where the Investor reasonably expects the Company to deliver additional Purchase Shares to the Investor under this Agreement so long and irrespective of any subsequent termination of this Agreement and (2) the Additional Commitment Shares shall be fully earned as the Investor maintains ownership of the amount date of Commitment Shares received up their issuance pursuant to that point by "replacing" such Commitment Shares so transferred with new Purchase Shares when the new this Agreement, whether or not any additional Purchase Shares are actually issued purchased thereafter by the Company to the InvestorInvestor under this Agreement and irrespective of any subsequent termination of this Agreement.

Issuance of Commitment Shares. Immediately upon In consideration for the Investor’s execution and delivery of this Agreement, the Company shall cause the Transfer Agent to issue to no later than the Investor as consideration for date of the Investor entering into this Agreement filing of the Initial Prospectus Supplement 75,000 shares of Common Stock (the "“Initial Commitment Shares"”) directly to the Investor and shall deliver to the Transfer Agent a letter the Irrevocable Transfer Agent Instructions in the form as set forth as Exhibit E attached hereto with respect to in Section 6 hereto. For the issuance avoidance of doubt, all of the Initial Commitment SharesShares 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 termination of this Agreement. In connection with each purchase Regular Purchase and each Accelerated Purchase of Purchase Shares hereunder, the Company agrees to shall issue to the Investor a number of shares of Common Stock (the “Additional Commitment Shares” and and, together with the Initial Commitment Shares, the “Commitment Shares”) equal to the product of (x) 225,000 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 purchase Regular Purchase and Accelerated Purchase (as applicable) of Purchase Shares and the denominator of which is Five One Hundred Fifty Million Dollars ($5,000,000150,000,000). 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. The Initial Commitment Shares shall 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 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, 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 Investor 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. Immediately upon In consideration for the Investor’s execution and delivery of this Agreement, the Company shall issue cause to be issued to the Investor as consideration for the Investor entering into this Agreement 75,000 a total of 1,529,052 shares of Common Stock (the "“Initial Commitment Shares"”) 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 a letter in the form as set forth as Exhibit E attached hereto Irrevocable Transfer Agent Instructions with respect to the issuance of such Commitment Shares to the Investor within such time period. The Company shall cause to be issued to the Investor up to 917,431 shares of Common Stock (the “Additional Commitment Shares” and, collectively with the Initial Commitment Shares. In , the “Commitment Shares”), as follows: in connection with each purchase of Purchase Shares hereunder, the Company agrees to 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 (xi) 225,000 917,431 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 Twenty Million Dollars ($5,000,00020,000,000). The Additional Commitment Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction. The For the avoidance of doubt, (1) all of the Initial Commitment Shares shall 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 Shares until the earlier fully earned as of (a) 600 Business Days (30 Monthly Periods) from the date hereof of this Agreement, whether or (b) not the date on which this Agreement has been terminated, provided, however, that such restrictions Commencement 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, occur 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 Investor may transfer Commitment Shares to a third party in order to settle a sale made are purchased by the Investor where the Investor reasonably expects the Company to deliver additional Purchase Shares to the Investor under this Agreement so long and irrespective of any subsequent termination of this Agreement and (2) the Additional Commitment Shares shall be fully earned as the Investor maintains ownership of the amount date of Commitment Shares received up their issuance pursuant to that point by "replacing" such Commitment Shares so transferred with new Purchase Shares when the new this Agreement, whether or not any additional Purchase Shares are actually issued purchased thereafter by the Company to the InvestorInvestor under this Agreement and irrespective of any subsequent termination of this Agreement.

Issuance of Commitment Shares. Immediately upon In consideration for the Investor’s execution and delivery of this Agreement, the Company shall issue cause to be issued to the Investor as consideration for the Investor entering into this Agreement 75,000 a total of 1,003,378 shares of Common Stock (the "“Initial Commitment Shares"”) 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 a letter in the form as set forth as Exhibit E attached hereto Irrevocable Transfer Agent Instructions with respect to the issuance of such Initial Commitment Shares to the Investor within such time period. The Company shall cause to be issued to the Investor up to 1,003,378 shares of Common Stock (the “Additional Commitment Shares” and, collectively with the Initial Commitment Shares. In , the “Commitment Shares”), as follows: in connection with each purchase of Purchase Shares hereunder, the Company agrees to 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 (xi) 225,000 1,003,378 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 Fifteen Million Dollars ($5,000,00015,000,000). The Additional Commitment Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction. The For the avoidance of doubt, (1) all of the Initial Commitment Shares shall 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 Shares until the earlier fully earned as of (a) 600 Business Days (30 Monthly Periods) from the date hereof of this Agreement, whether or (b) not the date on which this Agreement has been terminated, provided, however, that such restrictions Commencement 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, occur 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 Investor may transfer Commitment Shares to a third party in order to settle a sale made are purchased by the Investor where the Investor reasonably expects the Company to deliver additional Purchase Shares to the Investor under this Agreement so long and irrespective of any subsequent termination of this Agreement and (2) the Additional Commitment Shares shall be fully earned as the Investor maintains ownership of the amount date of Commitment Shares received up their issuance pursuant to that point by "replacing" such Commitment Shares so transferred with new Purchase Shares when the new this Agreement, whether or not any additional Purchase Shares are actually issued purchased thereafter by the Company to the InvestorInvestor under this Agreement and irrespective of any subsequent termination of this Agreement.

Issuance of Commitment Shares. Immediately upon the execution of this Agreement, the Company shall issue to the Investor as consideration for the Investor entering into this Agreement 75,000 150,000 shares of Common Stock (the "“Initial Commitment Shares"”) and shall deliver to the Transfer Agent a letter in the form as set forth as Exhibit E attached hereto with respect to the issuance of the Initial Commitment Shares. In connection with each purchase of Purchase Shares hereunder, the Company agrees to 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) 225,000 150,000 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). The Additional Commitment Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction. The Initial Commitment Shares shall be issued in certificated form and shall bear the Restrictive Legend Legend. The Investor agrees that the Investor shall not pledge, transfer or sell the Commitment Shares until the earlier of (a) 600 500 Business Days (30 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, 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 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 reasonably expects 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 to deliver additional Purchase Shares been delivered to the Investor under this Agreement so long as Investor, and the Investor 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.