Common use of Issuance of Commitment Shares Clause in Contracts

Issuance of Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, the Company shall cause the Transfer Agent to issue shares of Common Stock (the “Initial Commitment Shares”) directly to the Investor on the date of closing of the Merger, and shall deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions in the form as set forth in Section 6. The Company shall cause the Commitment Shares to be issued to the Investor as follows: (i) on the date of closing of the Merger, 150,000 shares of Common Stock shall be delivered to the Investor and (ii) on the date that is ninety (90) calendar days after the date of closing of the Merger (the “Additional Commitment Share Delivery Date”), $1,500,000 of shares of Common Stock (the “Additional Commitment Shares” and, together with the Initial Commitment Shares, the “Commitment Shares”) shall be delivered to the Investor. The price per share of the Additional Commitment shares shall be equal to the arithmetic average of the Closing Sale Price for the Common Stock during the ten (10) consecutive Business Days ending on the Business Day immediately preceding the Additional Commitment Share Delivery Date. In no event shall the amount of the Additional Commitment Shares to be issued under this Agreement exceed 500,000 shares of Common Stock. For the avoidance of doubt, all of the Commitment Shares shall be fully earned as of the date of this Agreement, irrespective of any subsequent termination of this Agreement.

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 Transfer Agent to issue Investor a total of 127,419 shares of Common Stock (the “Initial Commitment Shares”) directly to immediately upon the Investor on the date execution of closing of the Merger, this Agreement and shall deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions in with respect to the form as set forth in Section 6issuance of such Initial Commitment Shares. The Company shall cause the Commitment Shares to be issued to the Investor as follows: (i) on the date of closing of the Merger, 150,000 shares of Common Stock shall be delivered up to the Investor and (ii) on the date that is ninety (90) calendar days after the date of closing of the Merger (the “Additional Commitment Share Delivery Date”), $1,500,000 of 382,258 shares of Common Stock (the “Additional Commitment Shares” and, together collectively with the Initial Commitment Shares, the “Commitment Shares”) ), as follows: in connection with each purchase of Purchase Shares hereunder, the Company shall be delivered issue to the Investor. The price per share Investor a number of the Additional Commitment shares shall be of Common Stock equal to the arithmetic average product of (i) 382,258 and (y) the Closing Sale Price for Purchase Amount Fraction. The “Purchase Amount Fraction” shall mean a fraction, the Common Stock during numerator of which is the ten Purchase Amount purchased by the Investor with respect to such purchase of Purchase Shares and the denominator of which is Twenty Million Dollars (10) consecutive Business Days ending on the Business Day immediately preceding the Additional Commitment Share Delivery Date$20,000,000). In no event shall the amount of the The Additional Commitment Shares to shall be issued under this Agreement exceed 500,000 shares of Common Stockequitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction. For the avoidance of doubt, (1) all of the Initial Commitment Shares shall be fully earned as of the date of this Agreement, whether or not the Commencement shall occur or any Purchase Shares are purchased by the Investor under this Agreement and irrespective of any subsequent termination of this Agreement and (2) the Additional Commitment Shares shall be fully earned as of the date of their issuance pursuant to this Agreement, irrespective of any subsequent termination of this Agreement.

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 Transfer Agent to issue Investor a total of 96,126 shares of Common Stock as follows: (i) 48,063 shares of Common Stock (the “Initial Commitment Shares”) directly to the Investor on the date of closing of the Merger, and shall deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions in the form as set forth in Section 6. The Company shall cause the Commitment Shares to be issued to the Investor as follows: (i) on immediately upon the date execution of closing of the Merger, 150,000 shares of Common Stock shall be delivered to the Investor this Agreement; and (ii) on the date that is ninety (90) calendar days after the date of closing of the Merger (the “Additional Commitment Share Delivery Date”), $1,500,000 of 48,063 shares of Common Stock (the “Additional Commitment Shares” and, together ”) shall be issued to the Investor immediately upon the filing with the SEC of a New Registration Statement (as such term is defined in the Registration Rights Agreement) covering Purchase Shares and the Additional Commitment Shares. The Initial Commitment Shares, Shares and the Additional Commitment Shares are collectively referred to herein as the “Commitment Shares”) . On the date of this Agreement, the Company shall be delivered deliver to the InvestorTransfer Agent the Initial Irrevocable Transfer Agent Instructions with respect to the issuance of the Initial Commitment Shares. The price per share On the date a New Registration Statement covering Purchase Shares and the Additional Commitment Shares is filed with the SEC, the Company shall deliver to the Transfer Agent the Subsequent Irrevocable Transfer Agent Instructions with respect to the issuance of the Additional Commitment shares shall be equal to the arithmetic average of the Closing Sale Price for the Common Stock during the ten (10) consecutive Business Days ending on the Business Day immediately preceding the Additional Commitment Share Delivery Date. In no event shall the amount of the Additional Commitment Shares to be issued under this Agreement exceed 500,000 shares of Common StockShares. For the avoidance of doubt, (1) all of the Initial Commitment Shares shall be fully earned as of the date of this Agreement, whether or not the Commencement shall occur or any Purchase Shares are purchased by the Investor under this Agreement and irrespective of any subsequent termination of this Agreement 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 additional Purchase Shares are purchased by the Investor under this Agreement and irrespective of any subsequent termination of this Agreement.

Issuance of Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, the Company shall cause to be issued to the Transfer Agent to issue Investor a total of 343,171 shares of Common Stock (the “Initial Commitment Shares”) directly to immediately upon the Investor on the date execution of closing of the Merger, this Agreement and shall deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions in with respect to the form as set forth in Section 6issuance of such Initial Commitment Shares. The Company shall cause the Commitment Shares to be issued to the Investor as follows: (i) on the date of closing of the Merger, 150,000 shares of Common Stock shall be delivered up to the Investor and (ii) on the date that is ninety (90) calendar days after the date of closing of the Merger (the “Additional Commitment Share Delivery Date”), $1,500,000 of 171,585 shares of Common Stock (the “Additional Commitment Shares” and, together collectively with the Initial Commitment Shares, the “Commitment Shares”) ), as follows: in connection with each purchase of Purchase Shares hereunder, the Company shall be delivered issue to the Investor. The price per share Investor a number of the Additional Commitment shares shall be of Common Stock equal to the arithmetic average product of (i) 171,585 and (y) the Closing Sale Price for Purchase Amount Fraction. The “Purchase Amount Fraction” shall mean a fraction, the Common Stock during numerator of which is the ten Purchase Amount purchased by the Investor with respect to such purchase of Purchase Shares and the denominator of which is Twenty-Five Million Dollars (10) consecutive Business Days ending on the Business Day immediately preceding the Additional Commitment Share Delivery Date$25,000,000). In no event shall the amount of the The Additional Commitment Shares to shall be issued under this Agreement exceed 500,000 shares of Common Stockequitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction. For the avoidance of doubt, (1) all of the Initial Commitment Shares shall be fully earned as of the date of this Agreement, whether or not the Commencement shall occur or any Purchase Shares (other than the Initial Purchase Shares) are purchased by the Investor under this Agreement and irrespective of any subsequent termination of this Agreement and (2) the Additional Commitment Shares shall be fully earned as of the date of their issuance to the Investor pursuant to this Agreement, irrespective of any subsequent termination of this Agreement.

Issuance of Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, the Company shall cause to be issued to the Transfer Agent to issue Investor a total of 461,676 shares of Common Stock (the “Initial Commitment Shares”) directly to immediately upon the Investor on the date execution of closing of the Merger, this Agreement and shall deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions in with respect to the form as set forth in Section 6issuance of such Initial Commitment Shares. The Company shall cause the Commitment Shares to be issued to the Investor as follows: (i) on the date of closing of the Merger, 150,000 shares of Common Stock shall be delivered up to the Investor and (ii) on the date that is ninety (90) calendar days after the date of closing of the Merger (the “Additional Commitment Share Delivery Date”), $1,500,000 of 230,838 shares of Common Stock (the “Additional Commitment Shares” and, together collectively with the Initial Commitment Shares, the “Commitment Shares”), as follows: in connection with each purchase of Purchase Shares representing the first Five Million Dollars ($5,000,000) of the Purchase Amount hereunder, the Company shall be delivered issue to the Investor. The price per share Investor a number of the Additional Commitment shares shall be of Common Stock equal to the arithmetic average product of (i) 230,838 and (y) the Closing Sale Price for Purchase Amount Fraction. The “Purchase Amount Fraction” shall mean a fraction, the Common Stock during numerator of which is the ten Purchase Amount purchased by the Investor with respect to such purchase of Purchase Shares and the denominator of which is Five Million Dollars (10) consecutive Business Days ending on the Business Day immediately preceding the Additional Commitment Share Delivery Date$5,000,000). In no event shall the amount of the The Additional Commitment Shares to shall be issued under this Agreement exceed 500,000 shares of Common Stockequitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. For the avoidance of doubt, (1) all of the Initial Commitment Shares shall be fully earned as of the date of this Agreement, whether or not the Commencement shall occur or any Purchase Shares are purchased by the Investor under this Agreement and irrespective of any subsequent termination of this Agreement and (2) the Additional Commitment Shares shall be fully earned as of the date of their issuance to the Investor pursuant to this Agreement, irrespective of any subsequent termination of this Agreement.

Issuance of Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, the Company shall cause to be issued to the Transfer Agent to issue Investor a total of 5,975,857 shares of Common Stock (the “Initial Commitment Shares”) directly to promptly following the Investor on the date execution of closing of the Merger, this Agreement and shall deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions in with respect to the form as set forth in Section 6issuance of such Initial Commitment Shares. The Company shall cause the Commitment Shares to be issued to the Investor as follows: (i) on the date of closing of the Merger, 150,000 shares of Common Stock shall be delivered up to the Investor and (ii) on the date that is ninety (90) calendar days after the date of closing of the Merger (the “Additional Commitment Share Delivery Date”), $1,500,000 of 5,975,857 shares of Common Stock (the “Additional Commitment Shares” and, together collectively with the Initial Commitment Shares, the “Commitment Shares”) ), as follows: in connection with each purchase of Purchase Shares hereunder, the Company shall be delivered issue to the Investor. The price per share Investor a number of the Additional Commitment shares shall be of Common Stock equal to the arithmetic average product of (i) 5,975,857 and (y) the Closing Sale Price for Purchase Amount Fraction. The “Purchase Amount Fraction” shall mean a fraction, the Common Stock during numerator of which is the ten Purchase Amount purchased by the Investor with respect to such purchase of Purchase Shares and the denominator of which is Twenty-Five Million Dollars (10) consecutive Business Days ending on the Business Day immediately preceding the Additional Commitment Share Delivery Date$25,000,000). In no event shall the amount of the The Additional Commitment Shares to shall be issued under this Agreement exceed 500,000 shares of Common Stockequitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction. For the avoidance of doubt, (1) all of the Initial Commitment Shares shall be fully earned as of the date of this Agreement, whether or not the Commencement shall occur or any Purchase Shares are purchased by the Investor under this Agreement and irrespective of any subsequent termination of this Agreement and (2) the Additional Commitment Shares shall be fully earned as of the date of their issuance pursuant to this Agreement, irrespective of any subsequent termination of this Agreement.

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 Transfer Agent to issue Investor a total of 309,981 shares of Common Stock (the “Initial Commitment Shares”) directly to immediately upon the Investor on the date execution of closing of the Merger, this Agreement and shall deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions in with respect to the form as set forth in Section 6issuance of such Initial Commitment Shares. The Company shall cause the Commitment Shares to be issued to the Investor as follows: (i) on the date of closing of the Merger, 150,000 shares of Common Stock shall be delivered up to the Investor and (ii) on the date that is ninety (90) calendar days after the date of closing of the Merger (the “Additional Commitment Share Delivery Date”), $1,500,000 of 154,991 shares of Common Stock (the “Additional Commitment Shares” and, together collectively with the Initial Commitment Shares, the “Commitment Shares”) ), as follows: in connection with each purchase of Purchase Shares hereunder, the Company shall be delivered issue to the Investor. The price per share Investor a number of the Additional Commitment shares shall be of Common Stock equal to the arithmetic average product of (i) 154,991 and (y) the Closing Sale Price for Purchase Amount Fraction. The “Purchase Amount Fraction” shall mean a fraction, the Common Stock during numerator of which is the ten Purchase Amount purchased by the Investor with respect to such purchase of Purchase Shares and the denominator of which is Twenty-Five Million Dollars (10) consecutive Business Days ending on the Business Day immediately preceding the Additional Commitment Share Delivery Date$25,000,000). In no event shall the amount of the The Additional Commitment Shares to shall be issued under this Agreement exceed 500,000 shares of Common Stockequitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction. For the avoidance of doubt, (1) all of the Initial Commitment Shares shall be fully earned as of the date of this Agreement, whether or not the Commencement shall occur or any Purchase Shares (other than the Initial Purchase Shares) are purchased by the Investor under this Agreement and irrespective of any subsequent termination of this Agreement and (2) the Additional Commitment Shares shall be fully earned as of the date of their issuance to the Investor pursuant to this Agreement, irrespective of any subsequent termination of this Agreement.

Issuance of Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, the Company shall cause to be issued to the Transfer Agent to issue Investor a total of 227,500 shares of Common Stock (the “Initial Commitment Shares”) directly to promptly following the Investor on the date execution of closing of the Merger, this Agreement and shall deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions in with respect to the form as set forth in Section 6issuance of such Initial Commitment Shares. The Company shall cause the Commitment Shares to be issued to the Investor as follows: (i) on the date of closing of the Merger, 150,000 shares of Common Stock shall be delivered up to the Investor and (ii) on the date that is ninety (90) calendar days after the date of closing of the Merger (the “Additional Commitment Share Delivery Date”), $1,500,000 of 227,500 shares of Common Stock (the “Additional Commitment Shares” and, together collectively with the Initial Commitment Shares, the “Commitment Shares”) ), as follows: in connection with each purchase of Purchase Shares hereunder, the Company shall be delivered issue to the Investor. The price per share Investor a number of the Additional Commitment shares shall be of Common Stock equal to the arithmetic average product of (i) 227,500 and (y) the Closing Sale Price for Purchase Amount Fraction. The “Purchase Amount Fraction” shall mean a fraction, the Common Stock during numerator of which is the ten Purchase Amount purchased by the Investor with respect to such purchase of Purchase Shares and the denominator of which is Thirty-Five Million Dollars (10) consecutive Business Days ending on the Business Day immediately preceding the Additional Commitment Share Delivery Date$35,000,000). In no event shall the amount of the The Additional Commitment Shares to shall be issued under this Agreement exceed 500,000 shares of Common Stockequitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction. For the avoidance of doubt, (1) all of the Initial Commitment Shares shall be fully earned as of the date of this Agreement, whether or not the Commencement shall occur or any Purchase Shares are purchased by the Investor under this Agreement and irrespective of any subsequent termination of this Agreement and (2) the Additional Commitment Shares shall be fully earned as of the date of their issuance pursuant to this Agreement, irrespective of any subsequent termination of this Agreement.

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 Transfer Agent to issue Investor a total of 107,788 shares of Common Stock (the “Initial Commitment Shares”) directly to immediately upon the Investor on the date execution of closing of the Merger, this Agreement and shall deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions in with respect to the form as set forth in Section 6issuance of such Initial Commitment Shares. The Company shall cause the Commitment Shares to be issued to the Investor as follows: (i) on the date of closing of the Merger, 150,000 shares of Common Stock shall be delivered up to the Investor and (ii) on the date that is ninety (90) calendar days after the date of closing of the Merger (the “Additional Commitment Share Delivery Date”), $1,500,000 of 53,893 shares of Common Stock (the “Additional Commitment Shares” and, together collectively with the Initial Commitment Shares, the “Commitment Shares”) ), as follows: in connection with each purchase of Purchase Shares hereunder, the Company shall be delivered issue to the Investor. The price per share Investor a number of the Additional Commitment shares shall be of Common Stock equal to the arithmetic average product of (i) 53,893 and (y) the Closing Sale Price for Purchase Amount Fraction. The “Purchase Amount Fraction” shall mean a fraction, the Common Stock during numerator of which is the ten Purchase Amount purchased by the Investor with respect to such purchase of Purchase Shares and the denominator of which is Twenty Million Dollars (10) consecutive Business Days ending on the Business Day immediately preceding the Additional Commitment Share Delivery Date$20,000,000). In no event shall the amount of the The Additional Commitment Shares to shall be issued under this Agreement exceed 500,000 shares of Common Stockequitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction. For the avoidance of doubt, (1) all of the Initial Commitment Shares shall be fully earned as of the date of this Agreement, whether or not the Commencement shall occur or any Purchase Shares are purchased by the Investor under this Agreement and irrespective of any subsequent termination of this Agreement and (2) the Additional Commitment Shares shall be fully earned as of the date of their issuance pursuant to this Agreement, whether or not any additional Purchase Shares are purchased thereafter by the Investor under this Agreement and irrespective of any subsequent termination of this Agreement.

Issuance of Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, the Company shall cause to be issued to the Transfer Agent to issue Investor a total of 760,194 shares of Common Stock (the “Initial Commitment Shares”) directly to immediately upon the Investor on the date execution of closing of the Merger, this Agreement and shall deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions in with respect to the form as set forth in Section 6issuance of such Initial Commitment Shares. The Company shall cause the Commitment Shares to be issued to the Investor as follows: (i) on the date of closing of the Merger, 150,000 shares of Common Stock shall be delivered up to the Investor and (ii) on the date that is ninety (90) calendar days after the date of closing of the Merger (the “Additional Commitment Share Delivery Date”), $1,500,000 of 304,077 shares of Common Stock (the “Additional Commitment Shares” and, together collectively with the Initial Commitment Shares, the “Commitment Shares”) ), as follows: in connection with each purchase of Purchase Shares hereunder, the Company shall be delivered issue to the Investor. The price per share Investor a number of the Additional Commitment shares shall be of Common Stock equal to the arithmetic average product of (i) 304,077 and (y) the Closing Sale Price for Purchase Amount Fraction. The “Purchase Amount Fraction” shall mean a fraction, the Common Stock during numerator of which is the ten Purchase Amount purchased by the Investor with respect to such purchase of Purchase Shares and the denominator of which is Twenty-Two Million Dollars (10) consecutive Business Days ending on the Business Day immediately preceding the Additional Commitment Share Delivery Date$22,000,000). In no event shall the amount of the The Additional Commitment Shares to shall be issued under this Agreement exceed 500,000 shares of Common Stockequitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction. For the avoidance of doubt, (1) all of the Initial Commitment Shares shall be fully earned as of the date of this Agreement, whether or not the Commencement shall occur or any Purchase Shares are purchased by the Investor under this Agreement and irrespective of any subsequent termination of this Agreement and (2) the Additional Commitment Shares shall be fully earned as of the date of their issuance pursuant to this Agreement, whether or not any additional Purchase Shares are purchased thereafter by the Investor under this Agreement and irrespective of any subsequent termination of this Agreement.

Issuance of Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, the Company shall cause the Transfer Agent to issue on the date of this Agreement Eight Hundred Thousand (800,000) shares of Common Stock (the “Initial Commitment Shares”) directly to the Investor on in accordance with Section 6 hereof and the date of closing of the Merger, and shall deliver to the Irrevocable Transfer Agent on Instructions. For the avoidance of doubt, 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. Upon the Irrevocable Transfer Agent Instructions in Available Amount being reduced to an amount equal to or less than Fifty Million Dollars ($50,000,000) (the form as set forth in Section 6. The “Available Amount Threshold”) the Company shall cause the Commitment Shares to be issued issue to the Investor as follows: One Million Dollars (i$1,000,000) on the date of closing of the Merger, 150,000 shares of Common Stock shall be delivered to the Investor and (ii) on the date that is ninety (90) calendar days after the date of closing of the Merger (the “Additional Commitment Share Delivery Date”), $1,500,000 of shares of Common Stock (the “Additional Commitment Shares” and, together with the Initial Commitment Shares, the “Commitment Shares”) shall be delivered to the Investor). The price per share of “dollar value” for the Additional Commitment shares Shares shall be equal to the arithmetic average of the Closing Sale Price for of the Common Stock during for the ten (10) consecutive Business Days ending on prior to the Business Day immediately preceding that Purchase Shares are issued to the Investor in connection with the applicable Regular Purchase, Accelerated Purchase or Additional Commitment Share Delivery Date. In no event shall Accelerated Purchase in accordance with Section 2 hereof, thereby causing the amount of the Additional Commitment Shares Available Amount Threshold to be issued under this Agreement exceed 500,000 shares of Common Stockreached. For the avoidance of doubt, all of the The Additional Commitment Shares shall be fully earned 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 of applicable) in accordance with Section 2 hereof, thereby causing the date of this Agreement, irrespective of any subsequent termination of this AgreementAvailable Amount Threshold to be reached.

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 Transfer Agent Investor a total of 10,125,000 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 cause to issue be issued to the Investor 5,062,500 shares of Common Stock (the “Initial Commitment Shares”) directly to the Investor on the date of closing of the Merger, and shall deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions in with respect to the form as set forth in Section 6issuance of the Initial Commitment Shares. The Company shall cause the Commitment Shares to be issued to the Investor as follows: (i) on the date of closing of the Merger, 150,000 shares of Common Stock shall be delivered to the Investor and (ii) on the date that is ninety (90) calendar days after the date of closing of the Merger (the “Additional Commitment Share Delivery Date”), $1,500,000 of 5,062,500 shares of Common Stock (the “Additional Commitment Shares” and”), together with as follows: (i) if the Initial Commitment SharesRegistration Statement is not declared effective by the SEC within 270 days from the date of this Agreement, the “Commitment Shares”) Company shall cause to be delivered issued to the Investor. The price per share of the Additional Commitment shares shall be equal to the arithmetic average of the Closing Sale Price for the Common Stock during the ten (10) consecutive Business Days ending on the Business Day immediately preceding the Additional Commitment Share Delivery Date. In no event shall the amount Investor all of the Additional Commitment Shares not later than two (2) Business Days after the date that is 270 days after the date of this Agreement, and (ii) if the Registration Statement is declared effective by the SEC within 270 days from the date of this Agreement, then, in connection with each purchase of Purchase Shares hereunder, the Company shall issue to be issued under this Agreement exceed 500,000 the Investor a number of shares of Common StockStock equal to the product of (x) 5,062,500 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, excluding the Initial Purchase Shares, and the denominator of which is Twenty-Five Million Dollars ($25,000,000). The Additional Commitment Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction. For the avoidance of doubt, (1) all of the Initial Commitment Shares shall be fully earned as of the date of this Agreement, whether or not the Commencement shall occur or any Purchase Shares are purchased by the Investor under this Agreement and irrespective of any subsequent termination of this Agreement 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 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.