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 or SharonAI has already paid the Investor or its designee a structuring fee in the amount of $25,000. The Company shall pay a commitment fee to the Investor in an amount equal to 1.00% of the Commitment Amount (the “Commitment Fee”), which shall be due and payable on the earliest of (a) the date of effectiveness of the initial Registration Statement, (b) the Effectiveness Deadline (as defined in the Registration Rights Agreement), and (c) the 180th day from the date hereof. The Commitment Fee may be paid, at the option of the Company, either in cash, or, provided that the Business Combination shall have occurred, by the issuance to the Investor of such number of Common Shares that is equal to the Commitment Fee divided by the average of the daily VWAPs of the Common Shares during the 3 Trading Days immediately prior to such due date (collectively, the “Commitment Shares”).