Common use of Commitment and Structuring Fee Clause in Contracts

Commitment and Structuring Fee. Each of the Parties shall pay its own fees and expenses (including the fees of any attorneys, accountants, appraisers or others engaged by such party) in connection with this Agreement and the transactions contemplated hereby, except that the Company shall pay to YA Global II SPV, LLC, a subsidiary of the Investor, a structuring fee in the amount of $25,000, of which $15,000 has been paid prior to the date hereof, and the remaining $10,000 shall be paid directly from the proceeds of the First Pre-Paid Advance. The Company shall pay a commitment fee in an amount equal to $1,500,000 (the “Commitment Fee”), of which (i) $350,000 (the “Initial Commitment Fee” ) shall be paid within 2 days of the Effective Date by the issuance to the Investor of such number of Ordinary Shares that is equal to the Initial Commitment Fee divided by the closing price of the Ordinary Shares as of the Trading Day immediately prior to the Effective Date (the “Initial Commitment Shares”), and (ii) $1,150,000 (the “Deferred Commitment Fee”) shall be due and payable only if the Company shall have received gross proceeds of at least $100 million under this Agreement by the one-year anniversary of the Effective Date. The Deferred Commitment Fee, if applicable, shall be payable on the one-year anniversary of the Effective Date, by the issuance to the Investor of such number of Ordinary Shares that is equal to the Deferred Commitment Fee divided by the closing price of the Ordinary Shares as of the Trading Day immediately prior to the one-year anniversary of the Effective Date (the “Deferred Commitment Shares”). The Initial Commitment Shares issuable hereunder shall be included on the initial Registration Statement. The Deferred Commitment Shares, if any are issued, shall have piggy-back registration rights. Upon the issuance of the Initial Commitment Shares or the Deferred Commitment Shares (if any), the Company shall offset of its debt to pay the Initial Commitment Fee or the Deferred Commitment Fee, as applicable, against its receivable from the Investor in respect of the issue price payable in respect of the Initial Commitment Shares or Deferred Commitment Shares, as applicable (which shall be equal to the Initial Commitment Fee or the Deferred Commitment Fee, as applicable).

Commitment and Structuring Fee. Each of the Parties parties shall pay its own fees and expenses (including the fees of any attorneys, accountants, appraisers or others engaged by such party) in connection with this Agreement and the transactions contemplated hereby, except that the Company shall pay to YA Global II SPV, LLC, a subsidiary of the Investor, Investor a structuring fee in the amount of $25,00015,000, of which $15,000 has been paid prior to the date hereof, and a legal fee in the remaining amount of $10,000 shall 15,000, which will be paid directly from the proceeds upon execution of the First Pre-Paid Advancethis Agreement. The Company shall pay a an initial commitment fee to the Investor in the form of Common Shares with an amount aggregate market value equal to $1,500,000 (the “Commitment Fee”), of which (i) $350,000 150,000 (the “Initial Commitment Fee” ) ”), the market value of which shall be paid within 2 days of the Effective Date by the issuance to the Investor of such number of Ordinary Shares that is equal to the Initial Commitment Fee divided by determined based on the closing price of the Ordinary Shares as of Common Stock on the Trading Day immediately prior to date the Effective Date Registration Statement is declared effective by the SEC (the “Initial Commitment Shares”); provided, however, that the Company may, in its sole discretion, elect to pay any portion of the Initial Commitment Fee in cash, so long as such amount is paid on or prior to the day of filing of the Registration Statement. The Initial Commitment Shares shall be issued to the Investor within one (1) Business Day of the date of effectiveness of the Registration Statement registering the Commitment Shares. In addition, the Company shall pay incremental commitment fees equal to $50,000 for each $5,000,000 in aggregate proceeds to be paid by the Investor to the Company in connection with the sale and (ii) $1,150,000 purchase of Shares pursuant to Purchase Notices (the “Deferred Incremental Commitment Fees”), which amount shall be retained by the Investor from the Purchase Price to be paid to the Company. Further, the Company shall pay an additional commitment fee (the “Upsize Commitment Fee,” and together with the Initial Commitment Fee and the Incremental Commitment Fees, the “Commitment Fee”) shall be due and payable only if the Company shall have received gross proceeds of at least $100 million under this Agreement by the one-year anniversary of the Effective Date. The Deferred Commitment Fee, if applicable, shall be payable on the one-year anniversary of the Effective Date, by the issuance to the Investor in the form of such number of Ordinary Common Shares that is equal to 100,000, issuable on the Deferred Commitment Fee divided by the closing price date of the Ordinary Shares as of the Trading Day immediately prior to the one-year anniversary of the Effective Date this Amendment (the “Deferred Upsize Commitment Shares,” and together with the Initial Commitment Shares, the “Commitment Shares”). The Initial Commitment Shares issuable hereunder shall be included on the initial Registration Statement. The Deferred Commitment Shares, if any are issued, Statement and the Company shall have piggy-back be required to promptly file additional registration rights. Upon statements for the issuance of additional Common Shares necessary to satisfy the Initial Commitment Fee amount, if necessary. The Upsize Commitment Shares or shall be issued to the Deferred Commitment Shares Investor within one (if any), 1) Business Day of the Company shall offset date of its debt to pay the Initial this Amendment. The Commitment Fee or the Deferred Commitment Fee, as applicable, against its receivable from the Investor in respect of the issue price payable in respect of the Initial Commitment Shares or Deferred Commitment Shares, as applicable (which shall be equal to the Initial Commitment Fee fully earned and non-refundable, regardless of whether any Purchase Notices are made or the Deferred Commitment Fee, as applicable)settled hereunder or any subsequent termination of this Agreement.”

Commitment and Structuring Fee. Each of the Parties parties shall pay its own fees and expenses (including the fees of any attorneys, accountants, appraisers or others engaged by such party) in connection with this Agreement and the transactions contemplated hereby, except that the Company shall pay to YA Global II SPV, LLC, a subsidiary of the Investor, Investor or its designee a structuring fee in the amount of $25,00035,000, of which $15,000 5,000 has been be paid prior to the date hereof, and the remaining $10,000 30,000 shall be paid directly from within three days of the proceeds date hereof. The Company shall pay an equity and commitment fee as follows: (i) the Company shall issue to the Investor 200,000 shares of Common Stock (the “Equity Shares”) on the date of the First Pre-Paid Advance. The Advance Closing, and (ii) the Company shall pay a commitment fee in an amount equal to $1,500,000 1.00% of the Commitment Amount (the “Commitment Fee”), of which (iA) $350,000 one half of the Commitment Fee shall be due and payable on the earlier of the effective date of the initial Registration Statement, or 60 days following the date hereof (the “Initial Due Date”), and (B) the remaining one half of the Commitment Fee” ) Fee shall be paid within 2 due and payable on the date that is 90 days following the Initial Due Date (the “Subsequent Due Date”). On each of the Effective Initial Due Date or the Subsequent Due Date, as applicable, the Company shall pay the portion of the Commitment Fee then due by the issuance to the Investor of such number of Ordinary Common Shares that is equal to the Initial applicable portion of the Commitment Fee divided by the closing price average of the Ordinary Shares as daily VWAPs of the Common Shares during the 3 Trading Day Days immediately prior to the Effective Date applicable due date (collectively, the “Initial Commitment Shares”), and (ii) $1,150,000 (the “Deferred Commitment Fee”) shall be due and payable only if the Company shall have received gross proceeds of at least $100 million under this Agreement by the one-year anniversary of the Effective Date. The Deferred Commitment Fee, if applicable, shall be payable on the one-year anniversary of the Effective Date, by the issuance to the Investor of such number of Ordinary Shares that is equal to the Deferred Commitment Fee divided by the closing price of the Ordinary Shares as of the Trading Day immediately prior to the one-year anniversary of the Effective Date (the “Deferred Commitment Shares”). Subject to the satisfaction or waiver by the Investor of the conditions set forth in Annex III, the Company shall be permitted to submit an Advance Notice solely for the purposes of generating proceeds to pay any portion of the Commitment Fee in cash notwithstanding the limitations set forth in Section 3.01(a)(iii) hereof. The Initial Commitment Equity Shares issuable hereunder shall be included on the initial Registration Statement. The Deferred Commitment Shares, if any are issued, shall have piggy-back registration rights. Upon the issuance of the Initial Commitment Shares or the Deferred Commitment Shares (if any), the Company shall offset of its debt to pay the Initial Commitment Fee or the Deferred Commitment Fee, as applicable, against its receivable from the Investor in respect of the issue price payable in respect of the Initial Commitment Shares or Deferred Commitment Shares, as applicable (which shall be equal to the Initial Commitment Fee or the Deferred Commitment Fee, as applicable).

Commitment and Structuring Fee. Each of the Parties parties shall pay its own fees and expenses (including the fees of any attorneys, accountants, appraisers or others engaged by such party) in connection with this Agreement and the transactions contemplated hereby, except that the Company shall pay to YA Global II SPV, LLC, a subsidiary of the Investor, Investor or its designee a structuring fee in the amount of $25,000, of which $15,000 has been 12,500 was paid prior to the date hereof, and the remaining $10,000 12,500 shall be paid directly from the proceeds within five days of the First Pre-Paid Advancedate hereof. The In addition, the Company shall pay a an initial commitment fee in an the amount equal to of $1,500,000 (the “Commitment Fee”), of which (i) $350,000 100,000 (the “Initial Commitment Fee” ”) which shall be paid within 2 days of the Effective Date by the issuance to the Investor within five Trading Days of the Effective Date of such number of Ordinary Shares that is equal to the Initial Commitment Fee divided by the closing price average of the daily VWAPs of the Ordinary Shares as of during the five (5) consecutive Trading Day Days immediately prior to the Effective Date (the “Initial Commitment Shares”), and (ii) the Company shall pay a deferred commitment fee the amount of $1,150,000 100,000 (the “Deferred Commitment Fee”) shall be due ” and payable only if collectively with the Company shall have received gross proceeds of at least $100 million under this Agreement by the one-year anniversary of the Effective Date. The Deferred Initial Commitment Fee, if applicable, shall be payable on the one-year anniversary “Commitment Fee”) within five Trading Days of the Effective date upon which the Company has first received Advances with an aggregate purchase price of $3,000,000 (“Deferred Fee Date, ”) which may be paid by the issuance to the Investor of such number of Ordinary Shares that is equal to the Deferred Commitment Fee divided by the closing price average of the daily VWAPs of the Ordinary Shares as of during the five (5) consecutive Trading Day Days immediately prior to the one-year anniversary of the Effective Deferred Fee Date (the “Deferred Commitment Shares”). The ” and collectively with the Initial Commitment Shares issuable hereunder shall be included on the initial Registration Statement. The Deferred Commitment Shares, if any are issuedthe “Commitment Shares”) or may be paid in cash (which may be paid from the proceeds of an Advance), shall have piggy-back registration rights. Upon at the issuance option of the Initial Commitment Shares or Company, provided that if this Agreement is terminated prior to the Company receiving Advances with an aggregate purchase price of $3,000,000, then no Deferred Commitment Shares (if any), the Company shall offset of its debt to pay the Initial Commitment Fee or the Deferred Commitment Fee, as applicable, against its receivable from the Investor in respect of the issue price payable in respect of the Initial Commitment Shares or Deferred Commitment Shares, as applicable (which shall be equal to the Initial Commitment Fee or the Deferred Commitment Fee, as applicable)due.

Commitment and Structuring Fee. Each of the Parties parties shall pay its own fees and expenses (including the fees of any attorneys, accountants, appraisers or others engaged by such party) in connection with this Agreement and the transactions contemplated hereby, except that the Company shall pay to YA Global II SPV, LLC, the Investor or its designee a subsidiary of the Investor, a legal and structuring fee in the amount of $25,000, of which (a) $15,000 12,500 has been paid prior to the date hereof, and the remaining (b) $10,000 12,500 shall be paid directly from the proceeds within 3 days of the First Pre-Paid Advancedate hereof. The Company shall pay to the Investor a commitment fee in an amount equal to $1,500,000 2.00% of the Commitment Amount (the “Commitment Fee”), of which (ia) $350,000 (one quarter of the “Initial Commitment Fee” ) Fee shall be paid within 2 3 days of the Effective Date date hereof, (b) one quarter of the Commitment Fee shall be paid on the 90-day anniversary of the date hereof, (c) one quarter of the Commitment Fee shall be paid on the 180-day anniversary of the date hereof, and (d) the remaining one quarter of the Commitment Fee shall be paid on the 270-day anniversary of the date hereof, in each case either in cash or subject to the limitations of Section 2.01(c)(i) by the issuance to the Investor of such number of ADSs and underlying Ordinary Shares that is equal to the Initial portion of the Commitment Fee then due divided by the closing price of the Ordinary Shares as of the Trading Day immediately prior to the Effective Date Initial Equity Purchase Price (collectively, the “Initial Commitment Shares”), and (ii) $1,150,000 (the “Deferred Commitment Fee”) shall be due and payable only if the Company shall have received gross proceeds of at least $100 million under this Agreement by the one-year anniversary of the Effective Date. The Deferred Commitment Fee, if applicable, shall be payable on the one-year anniversary of the Effective Date, by the issuance to the Investor of such number of Ordinary Shares that is equal to the Deferred Commitment Fee divided by the closing price of the Ordinary Shares as of the Trading Day immediately prior to the one-year anniversary of the Effective Date (the “Deferred Commitment Shares”). The Initial Commitment Shares issuable hereunder shall be included on in the initial Registration Statement. The Deferred Commitment Shares, if any are issued, shall have piggy-back registration rights. Upon To the extent that the issuance of the Initial any Commitment Shares or would cause the Deferred Investor to exceed the Ownership Limitation, then the Company may delay the issuance of such Commitment Shares (if any), until such time as the Investor notifies the Company shall offset of its debt to pay the Initial that such Commitment Fee or the Deferred Commitment Fee, as applicable, against its receivable from the Investor in respect Shares may be issued without causing a breach of the issue price payable in respect of the Initial Commitment Shares or Deferred Commitment Shares, as applicable (which shall be equal to the Initial Commitment Fee or the Deferred Commitment Fee, as applicable)Ownership Limitation.

Commitment and Structuring Fee. Each of the Parties parties shall pay its own fees and expenses (including the fees of any attorneys, accountants, appraisers or others engaged by such party) in connection with this Agreement and the transactions contemplated hereby, except that the Company shall pay to YA Global II SPV, LLC, a subsidiary of the Investor, a structuring fee and due diligence fee in the amount of $25,000, of 20,000 which $15,000 the Investor acknowledges has been paid prior to the date hereof, and the remaining $10,000 shall be paid directly from the proceeds of the First Pre-Paid Advance. The Company shall pay to the Investor a commitment fee in an the amount equal to of $1,500,000 400,000 (the “Commitment Fee”), of which (ia) $350,000 (the “Initial Commitment Fee” ) 200,000 shall be paid within 2 days 15 Business Days following the date hereof and (b) $200,000 shall be paid on or before the twelve-month anniversary of the Effective Date date hereof. The Commitment Fee shall be paid, at the option of the Company, either in readily available funds, or by the issuance to the Investor of such number of Ordinary Common Shares that is (the “Commitment Fee Shares”) (or a combination of cash and Shares) in an amount equal to the Initial portion of the Commitment Fee being paid divided by the closing an issuance price equal to 92% of the Ordinary Shares as lowest VWAP during the five consecutive Trading Day period (i) ending on, and including, the date hereof in respect of the Trading Day immediately prior to the Effective Date (the “Initial Commitment Shares”)first installment, and (ii) $1,150,000 (ending on, but not including, the “Deferred date paid in respect of the second installment. Provided however, in no event shall the Company issued Commitment Fee Shares to the extent that such issuance would cause the Investor to exceed the Ownership Limitation. If the Company elects to issue Commitment Fee Shares in satisfaction of the Commitment Fee”) shall be due and payable only if the Company shall have received gross proceeds of at least $100 million under this Agreement by the one-year anniversary of the Effective Date. The Deferred Commitment Fee, if applicable, shall be payable on the one-year anniversary of the Effective Date, by the issuance to the Investor of such number of Ordinary Shares that is equal to the Deferred Commitment Fee divided by the closing price of the Ordinary Shares as of the Trading Day immediately prior to the one-year anniversary of the Effective Date (the “Deferred Commitment Shares”). The Initial Commitment Shares issuable hereunder shall be included on the initial Registration Statement. The Deferred Commitment Shares, if any are issued, shall have piggy-back registration rights. Upon the issuance of the Initial Commitment Shares or the Deferred Commitment Shares (if any), the Company shall offset register the resale of its debt such Commitment Fee Shares by including them on the next registration statement, or amendment to a registration statement, that is filed by the Company. The full Commitment Fee shall be deemed earned by the Investor on the date hereof and the Company shall be obligated to pay the Initial Commitment Fee or the Deferred Commitment Fee, as applicable, against its receivable from the Investor it in respect accordance with this agreement irrespective of the issue price payable in respect amount of Advances, if any, received by the Initial Commitment Shares or Deferred Commitment SharesCompany hereunder, as applicable (which and such obligation shall be equal to survive the Initial Commitment Fee or the Deferred Commitment Fee, as applicable)termination of this Agreement.

Commitment and Structuring Fee. Each of the Parties parties shall pay its own fees and expenses (including the fees of any attorneys, accountants, appraisers or others engaged by such party) in connection with this Agreement and the transactions contemplated hereby, except that the Company shall pay to YA Global II SPV, LLC, a subsidiary of the Investor, Investor a structuring fee in the amount of $25,000, of which $15,000 has been paid prior to the date hereof, and a legal fee in the remaining amount of $10,000 shall 25,000, which will be paid directly from the proceeds upon execution of the First Pre-Paid Advancethis Agreement. The Company shall pay a commitment fee to the Investor in the form of Common Shares with an amount aggregate market value equal to $1,500,000 (the “Commitment Fee”), of which (i) $350,000 300,000 (the “Initial Commitment Fee” ) ”), the market value of which shall be paid within 2 days of the Effective Date by the issuance to the Investor of such number of Ordinary Shares that is equal to the Initial Commitment Fee divided by determined based on the closing price of the Ordinary Shares as of Common Stock on the Trading Day immediately prior to date the Effective Date Registration Statement is filed with the SEC (the “Initial Commitment Shares”); provided, however, that the Company may, in its sole discretion, elect to pay any portion of the Initial Commitment Fee in cash, so long as such amount is paid on or prior to the day of filing of the Registration Statement, and the amount of the Initial Commitment Fee paid in cash by the Company shall be entitled to a twenty-five percent (ii25%) discount; provided, further, that upon the earlier of (x) twelve (12) months from the date of execution of this Agreement and (y) the purchase of Common Shares with an aggregate value of fifteen million dollars ($1,150,000 15,000,000) by the Investor by means of Purchases Notices issued pursuant to this Agreement, the Company shall pay $200,000 in cash to the Investor (the “Deferred Final Commitment Fee”). For the avoidance of doubt, the remaining portion of the Initial Commitment Fee not paid in cash (if any) shall be due paid in Common Shares and payable only if the Company shall have received gross proceeds of at least $100 million under this Agreement by the one-year anniversary of the Effective Datenot be entitled to any discount. The Deferred Commitment Fee, if applicable, shall be payable on the one-year anniversary of the Effective Date, by the issuance to the Investor of such number of Ordinary Shares that is equal to the Deferred Commitment Fee divided by the closing price of the Ordinary Shares as of the Trading Day immediately prior to the one-year anniversary of the Effective Date (the “Deferred Commitment Shares”). The Initial Commitment Shares issuable hereunder shall be included on the initial Registration Statement. The Deferred Commitment Shares, if any are issued, Statement and the Company shall have piggy-back be required to promptly file additional registration rights. Upon statements for the issuance of additional Common Shares necessary to satisfy the Initial Commitment Fee amount. The Commitment Shares or shall be issued to the Deferred Commitment Shares Investor within five (if any), 5) Trading Days of the Company shall offset date of its debt filing of the initial Registration Statement required pursuant to pay the Registration Rights Agreement. The Initial Commitment Fee or and the Deferred Final Commitment Fee, as applicable, against its receivable from the Investor in respect of the issue price payable in respect of the Initial Commitment Shares or Deferred Commitment Shares, as applicable (which Fee shall be equal to the Initial Commitment Fee fully earned and non-refundable, regardless of whether any Purchase Notices are made or the Deferred Commitment Fee, as applicable)settled hereunder or any subsequent termination of this Agreement.

Commitment and Structuring Fee. Each of the Parties parties shall pay its own fees and expenses (including the fees of any attorneys, accountants, appraisers or others engaged by such party) in connection with this Agreement and the transactions contemplated hereby, except that the Company shall pay to YA Global II SPV, LLC, a subsidiary of the Investor, a structuring fee in the amount of $25,000, of which $15,000 12,500 has been paid prior to the date hereof, and the remaining $10,000 12,500 shall be paid directly deducted from the gross proceeds of at the First Pre-Paid AdvanceAdvance Closing. The Company shall pay a commitment fee in an amount equal to $1,500,000 1% of the Commitment Amount (the “Commitment Fee”), ) of which (ia) $350,000 (40% of the “Initial Commitment Fee” ) Fee shall be paid within 2 days three Trading Days of the Effective Date date hereof by the issuance to the Investor of such number of Ordinary Common Shares that is equal to 40% of the Initial Commitment Fee divided by the closing price of the Ordinary Common Shares as of the Trading Day immediately prior to the Effective Date date hereof (the “Initial Commitment Shares”), and (iib) $1,150,000 the remaining 60% of the Commitment Fee (the “Deferred Commitment Fee”) shall come due on (and shall only be due and payable only if earned as of) the date upon which the Company shall have has first received gross proceeds Advances in the aggregate amount of at least $100 million under this Agreement by the one-year anniversary of the Effective Date. The Deferred Commitment Fee, if applicable, shall be payable on the one-year anniversary of the Effective Date, by the issuance to the Investor of such number of Ordinary Shares that is equal to the Deferred Commitment Fee divided by the closing price of the Ordinary Shares as of the Trading Day immediately prior to the one-year anniversary of the Effective Date 5,000,000 (the “Deferred Commitment SharesFee Date”)) and shall be paid in cash (or by way of an Advance) within three Trading Days of the Deferred Fee Date. The Initial Commitment Shares issuable hereunder shall be included on the initial Registration Statement. The Deferred Commitment Shares, if any are issued, shall have piggy-back registration rights. Upon Subject to the issuance satisfaction or waiver by the Investor of the Initial Commitment Shares or the Deferred Commitment Shares (if any)conditions set forth in Annex II, the Company shall offset be permitted to submit an Advance Notice solely for the purposes of its debt generating proceeds to pay the Initial Commitment Deferred Fee or notwithstanding the Deferred Commitment Fee, as applicable, against its receivable from the Investor limitations set forth in respect of the issue price payable in respect of the Initial Section 3.01(a)(iii) herein. The Commitment Shares or Deferred Commitment Shares, as applicable (which issuable hereunder shall be equal to included on the Initial Commitment Fee or the Deferred Commitment Fee, as applicable)initial Registration Statement.