Common use of Additional Commitment Fee Clause in Contracts

Additional Commitment Fee. Not later than 4:00 p.m. (New York City time) on the trading day on which the Company shall have received from the Investor total aggregate cash proceeds equal to $25,000,000 as payment for all shares purchased by the Investor in all Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases effected pursuant to this Agreement (the “Additional Commitment Fee Trigger Date”), the Company shall either (A) pay to the Investor, by wire transfer of immediately available funds to an account designated by the Investor, an amount in cash equal to $500,000, (B) cause to be issued to the Investor a number of shares of Common Stock that collectively have a total value equal to $500,000 (such number of shares calculated as set forth below), or (C) pay to the Investor (by wire transfer of immediately available funds to an account designated by the Investor) and cause to be issued to the Investor a combination of an amount in cash and a number of shares of Common Stock (such number of shares calculated as set forth below) that collectively have a combined total value equal to $500,000 (the “Additional Commitment Fee” and any cash amount that is paid by the Company to the Investor as part of the Additional Commitment Fee pursuant hereto, the “Additional Cash Commitment Fee” and any shares of Common Stock issued by the Company to the Investor as part of the Additional Commitment Fee pursuant hereto, the “Additional Commitment Shares”). If any Additional Commitment Shares are to be issued hereunder, such Additional Commitment Shares shall (I) have a per share value equal to ninety-seven percent (97%) of the lower of (a) the lowest Sale Price on the Additional Commitment Fee Trigger Date and (b) the arithmetic average of the three (3) lowest Closing Sale Prices for the Common Stock during the ten (10) consecutive Business Days ending on the Business Day immediately preceding Additional Commitment Fee Trigger Date (in each case, to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction that occurs on or after the date of this Agreement), (II) shall be included in a Registration Statement filed by the Company with the SEC pursuant to this Agreement and the Registration Rights Agreement and declared effective by the SEC on or prior to the Additional Commitment Fee Trigger Date, registering under the Securities Act the resale by the Investor of such Additional Commitment Shares that may be issued to the Investor hereunder (it being hereby acknowledged and agreed that (x) no shares of Common Stock may be issued to the Investor as Additional Commitment Shares hereunder if such shares are not included in a Registration Statement (and designated therein as Additional Commitment Shares that may be issued to the Investor pursuant to this Agreement) that has been declared effective by the SEC on or prior to the Additional Commitment Fee Trigger Date and (y) to the extent any portion of the Additional Commitment Fee is not paid to the Investor by the issuance of Additional Commitment Shares (valued in accordance with clause (I) above) pursuant to and in accordance with this Section 5(e)(2), the full remaining balance of the Additional Commitment Fee payable to the Investor hereunder shall be paid by the Company to the Investor in cash as the Additional Cash Commitment Fee (at such time and in the manner set forth herein), and (III) shall be received by the Investor as DWAC Shares not later than 10:00 a.m. (New York City time) on the Business Day next following the Additional Commitment Fee Trigger Date. For the avoidance of doubt, the entire Additional Commitment Fee, shall be fully earned by the Investor as of the Additional Fee Trigger Date, 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.

Additional Commitment Fee. Not later than 4:00 p.m. (New York City time) on On the trading day on which the Company shall have received from the Investor total aggregate cash proceeds equal to $25,000,000 as payment for all shares purchased by the Investor in all Regular PurchasesCommitment Increase Date, Accelerated Purchases and Additional Accelerated Purchases effected pursuant to this Agreement (the “Additional Commitment Fee Trigger Date”)if any, the Company shall either (A) pay to the Investor, by wire transfer of immediately available funds to an account designated by the Investor, an amount in cash equal to $500,000, (B) cause to be issued to the Investor a number of shares of Common Stock that collectively have a total value equal to $500,000 (such number of shares calculated as set forth below), or (C) pay to the Investor (by wire transfer of immediately available funds to an account designated by the Investor) and cause to be issued to the Investor a combination of an amount in cash and a number of shares of Common Stock (such number of shares calculated as set forth below) that collectively have a combined total value equal to $500,000 additional commitment fee (the “Additional Commitment Fee” and ”) of 2% of the amount by which the Commitment Amount was increased. The Additional Commitment Fee may be paid, at the election of the Company, in cash, in Ordinary Shares, or some combination thereof. If any cash amount that is paid by the Company to the Investor as part portion of the Additional Commitment Fee pursuant hereto, the “Additional Cash Commitment Fee” and any shares of Common Stock issued by the Company is to the Investor as part of the Additional Commitment Fee pursuant heretobe paid in Ordinary Shares (such shares, the “Additional Commitment Shares”). If any Additional Commitment Shares are to be issued hereunder, such Additional Commitment Shares shall (I) have a per share value equal to ninety-seven percent (97%) of the lower of (a) the lowest Sale Price on the Additional Commitment Fee Trigger Date and (b) the arithmetic average of the three (3) lowest Closing Sale Prices for the Common Stock during the ten (10) consecutive Business Days ending on the Business Day immediately preceding Additional Commitment Fee Trigger Date (in each case, to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction that occurs on or after the date of this Agreement), (II) shall be included in a Registration Statement filed by the Company with the SEC pursuant to this Agreement and the Registration Rights Agreement and declared effective by the SEC on or prior to the Additional Commitment Fee Trigger Date, registering under the Securities Act the resale by the Investor of such Additional Commitment Shares that may be issued will issue to the Investor hereunder (it being hereby acknowledged and agreed that (x) no shares Ordinary Shares within two days of Common Stock may be issued the Commitment Increase Date in an amount equal to the Investor as Additional Commitment Shares hereunder if such shares are not included in a Registration Statement (and designated therein as Additional Commitment Shares that may be issued to the Investor pursuant to this Agreement) that has been declared effective by the SEC on or prior to the Additional Commitment Fee Trigger Date and (y) to the extent any portion of the Additional Commitment Fee is not to be paid in Ordinary Shares divided by the VWAP for the 5 NASDAQ Trading Days immediately prior to the Investor by the issuance of Commitment Increase Date. The Additional Commitment Shares (valued in accordance with clause (I) above) shall be issued pursuant to the Registration Statement and in accordance with this Section 5(e)(2), the full remaining balance shall be Free upon issuance. If some or all of the Additional Commitment Fee payable is to the Investor hereunder be paid with Additional Commitment Shares, such fees shall be deemed paid by upon the Company to crediting of the Investor in cash as Investor’s account or its designee’s account (including, at the Additional Cash Commitment Fee (at such time and in election of the manner set forth herein)Investor, and (IIIthe Investor’s securities account with a TASE member) shall be received by the Investor as DWAC Shares not later than 10:00 a.m. (New York City time) on the Business Day next following with the Additional Commitment Fee Trigger DateShares, in accordance with delivery instructions provided by the Investor. For the avoidance of doubt, the entire The Additional Commitment Fee, Fee shall be deemed fully earned by the Investor as of the Additional Fee Trigger DateCommitment Amount Increase Date regardless of the amount of Advances, whether if any, that the Company is able to, or not any additional Purchase Shares are purchased thereafter by the Investor under this Agreement and irrespective of any subsequent termination of this Agreementchooses to, request hereunder.