Common use of Commitment Shares Clause in Contracts

Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, concurrently with the execution and delivery of this Agreement on the Closing Date, the Company shall deliver irrevocable instructions to the Transfer Agent to issue to the Investor, not later than 4:00 p.m. (New York City time) on the Trading Day immediately following the Closing Date, one or more certificate(s) or book-entry statement(s) representing the Initial Commitment Shares, in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Closing Date). Such certificate or book-entry statement shall be delivered to the Investor by overnight courier at its address set forth in Section 9.4. On the ninetieth (90) calendar day following the Closing Date, the Company shall deliver irrevocable instructions to the Transfer Agent to issue to the Investor, not later than 4:00 p.m. (New York City time) on such date, a certificate or book-entry statement representing the First Back End Commitment Shares in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Closing Date). On the one hundred and eightieth (180) calendar day following the Closing Date, the Company shall deliver irrevocable instructions to the Transfer Agent to issue to the Investor, not later than 4:00 p.m. (New York City time) on such date, a certificate or book-entry statement representing the Second Back End Commitment Shares in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Closing Date). For the avoidance of doubt, all of the Commitment Shares shall be fully earned as of the Closing Date, and whether any Fixed Purchases, VWAP Purchases or Additional VWAP Purchases are made or settled hereunder or any subsequent termination of this Agreement. Upon issuance, the Commitment Shares shall constitute “restricted securities” as such term is defined in Rule 144(a)(3) under the Securities Act and, subject to the provisions of subsection (iv) of this Section 9.1, the certificate or book-entry statement representing the Initial Commitment Shares shall bear the restrictive legend set forth below in subsection (iii) of this Section 9.1. The Commitment Shares shall constitute Registrable Securities and shall be included in the Registration Statement and any post-effective amendment thereto, and the Prospectus included therein and, if necessary to register the resale thereof by the Investor under the Securities Act, in any New Registration Statement and any post-effective amendment thereto, in each case in accordance with this Agreement and the Registration Rights Agreement.

Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, concurrently with the execution and delivery of this Agreement on the Closing Date, the Company shall deliver irrevocable instructions to the Transfer Agent its transfer agent to issue to the Investor, not later than 4:00 p.m. (New York City time) on the second Trading Day immediately following the Closing Date, one or more certificate(s) or book-entry statement(s) a certificate representing the Initial Commitment Shares, Shares in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Closing Date). Such certificate or book-entry statement shall be delivered to the Investor by overnight courier at its address set forth in Section 9.4. On the ninetieth (90) calendar day following the Closing Date, the Company shall deliver irrevocable instructions to the Transfer Agent to issue to the Investor, not later than 4:00 p.m. (New York City time) on such date, a certificate or book-entry statement representing the First Back End Commitment Shares in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Closing Date). On the one hundred and eightieth (180) calendar day following the Closing Date, the Company shall deliver irrevocable instructions to the Transfer Agent to issue to the Investor, not later than 4:00 p.m. (New York City time) on such date, a certificate or book-entry statement representing the Second Back End Commitment Shares in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Closing Date)10.4 hereof. For the avoidance of doubt, all of the Initial Commitment Shares shall be fully earned as of the Closing Date, and regardless of whether any Fixed Purchases, VWAP Purchases or Additional VWAP Purchases Draw Downs are made issued by the Company or settled hereunder or any subsequent termination of this Agreementhereunder. Upon issuance, the Initial Commitment Shares shall constitute “restricted securities” as such term is defined in Rule 144(a)(3) under the Securities Act and, subject to the provisions of subsection (iv) of this Section 9.110.1, the certificate or book-entry statement representing the Initial Commitment Shares shall bear the restrictive legend set forth below in subsection (iii) of this Section 9.110.1. In addition, not later than 4:00 p.m. (New York City time) on the Trading Day immediately following the Effective Date, the Company shall, or shall cause its transfer agent to, electronically transfer to the Investor the Additional Commitment Shares by crediting the Investor’s or its designees’ account (provided the Investor shall have given the Company written notice of such designee prior to the Effective Date) at DTC through its Deposit/Withdrawal at Custodian (DWAC) system, which Additional Commitment Shares shall be freely tradable and transferable and without restriction on resale pursuant to the Registration Statement. “Additional Commitment Shares” shall mean a number of shares of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock (which shall be appropriately adjusted for any stock splits, stock combinations, stock dividends, recapitalizations and other similar transactions that occur on or after the date of this Agreement), rounded up to the nearest whole share, equal to the greater of (I) zero and (II) the difference of (i) the quotient of (x) $150,000 divided by (y) the greater of (A) the Effective Date Market Price and (B) $0.006, less (ii) 9,109,128; provided, however, that in no event shall the Company issue more than an aggregate of 15,890,872 shares of Common Stock (subject to adjustment for any stock splits, stock combinations, stock dividends, recapitalizations and other similar transactions that occur on or after the date of this Agreement) as Additional Commitment Shares pursuant to this Agreement. For the avoidance of doubt, all of the Additional Commitment Shares shall be fully earned as of the date such shares are required to be issued to the Investor under this Agreement, regardless of whether any Draw Downs are issued by the Company or settled hereunder. The Initial Commitment Shares and the Additional Commitment Shares shall constitute Registrable Securities and shall be included in the Registration Statement and any post-effective amendment thereto, and the Prospectus included therein and, if necessary to register the resale thereof by the Investor under the Securities Act, in any New Registration Statement and any post-effective amendment thereto, in each case in accordance with this Agreement and the terms of the Registration Rights Agreement.

Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, concurrently with the execution and delivery of this Agreement on the Closing Date, the Company shall deliver irrevocable instructions to the its Transfer Agent to issue to the InvestorInvestor or its designee(s) the Initial Commitment Shares, not later than 4:00 p.m. (New York City time) on in the Trading Day immediately following the Closing Date, one or more certificate(s) form of a certificate or book-entry statement(s) representing the Initial Commitment Sharesstatement, in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Closing Date). Such certificate or book-entry statement shall be delivered to the Investor by overnight courier at its address set forth in Section 9.4. On the ninetieth (90) calendar day following the Closing Date, the Company shall deliver irrevocable instructions to the Transfer Agent to issue to the Investor, not later than 4:00 p.m. (New York City time) on such datethe Closing Date, and prior to the delivery of the initial Fixed Purchase Notice. The Commitment Shares, including the Back End Commitment Shares, shall be included in the Registration Statement. Additionally, in further consideration for the Investor’s execution and delivery of this Agreement, the Company shall deliver (i) on the ninetieth (90th) calendar day following the Commencement Date, irrevocable instructions to its Transfer Agent to issue to the Investor or its designee(s) the First Back End Commitment Shares, (ii) on the one hundred and eightieth (180th) calendar day following the Commencement Date, irrevocable instructions to its Transfer Agent to issue to the Investor or its designee(s) the Second Back End Commitment Shares, as applicable, in the form of a certificate or book-entry statement representing the First Back End Commitment Shares statement, in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Closing Date). On the one hundred and eightieth (180) calendar day following the Closing Date, the Company shall deliver irrevocable instructions to the Transfer Agent to issue to the Investor, not later than 4:00 p.m. (New York City time) on such their respective due date, a certificate or book-entry statement representing the Second Back End Commitment Shares in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Closing Date). For the avoidance of doubt, all of the Commitment Shares Shares, including the Back End Commitment Shares, shall be fully earned as of the Closing Date, and regardless of whether any Fixed Purchases, VWAP Purchases or Additional VWAP Purchases are made or settled effected hereunder or and regardless of any subsequent termination of this Agreement. Upon issuance, the Commitment Shares shall constitute “restricted securities” as such term is defined in Rule 144(a)(3) under the Securities Act and, subject to the provisions of subsection (iv) of this Section 9.1, the certificate or book-entry statement representing the Initial Commitment Shares shall bear the restrictive legend set forth below in subsection (iii) of this Section 9.1. The Commitment Shares shall constitute Registrable Securities and shall be included in the Registration Statement and any post-effective amendment thereto, and the Prospectus included therein and, if necessary to register the resale thereof by the Investor under the Securities Act, in any New Registration Statement and any post-effective amendment thereto, in each case in accordance with this Agreement and the Registration Rights Agreement.

Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, concurrently with the execution and delivery of this Agreement on the Closing Date, the Company shall deliver irrevocable instructions to the Transfer Agent its transfer agent to issue to the Investor, not later than 4:00 p.m. (New York City time) on the Trading Day immediately following the Closing Date, one or more certificate(s) or book-entry statement(s) representing the Initial Commitment Shares, in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Closing Date). Such certificate or book-entry statement shall be delivered to the Investor by overnight courier at its address set forth in Section 9.4. On the ninetieth (90) calendar day following the Closing Date, the Company shall deliver irrevocable instructions to the Transfer Agent to issue to the Investor, not later than 4:00 p.m. (New York City time) on such date, a certificate or book-entry statement representing the First Back End Commitment Shares in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Closing Date). On In further consideration for the one hundred Investor’s execution and eightieth (180) calendar day following delivery of this Agreement, and upon written notice from the Closing Investor of an additional Commitment Date, the Company shall deliver irrevocable instructions to the Transfer Agent its transfer agent to issue to the Investor, not later than 4:00 p.m. (New York City time) on such datethe Trading Day immediately following the applicable Commitment Date, a certificate one or more certificate(s) or book-entry statement statement(s) representing the Second Back End additional Commitment Shares in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Closing applicable Commitment Date). Such certificates or book-entry statements shall be delivered to the Investor by overnight courier at its address set forth in Section 10.4. For the avoidance of doubt, all of the Commitment Shares shall be fully earned as of the Closing Date, and Date regardless of whether any Fixed Purchases, VWAP Purchases or Additional VWAP Purchases are made issued by the Company or settled hereunder or any subsequent termination of this Agreement. Upon issuance, the Commitment Shares shall constitute “restricted securities” as such term is defined in Rule 144(a)(3) under the Securities Act and, subject to the provisions of subsection (iv) of this Section 9.110.1, the certificate or book-entry statement representing the Initial Commitment Shares shall bear the restrictive legend set forth below in subsection (iii) of this Section 9.110.1. The Commitment Shares shall constitute Registrable Securities and shall be included in the Initial Registration Statement and any post-effective amendment thereto, and the Prospectus included therein and, if necessary to register the resale thereof by the Investor under the Securities Act, in any New Registration Statement and any post-effective amendment thereto, in each case in accordance with this Agreement and the Registration Rights Agreement.

Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, concurrently with the execution and delivery of this Agreement on the Closing Date, the Company shall deliver irrevocable instructions issue the Initial Commitment Shares to the Transfer Agent to issue to the Investor, Investor or its designee not later than 4:00 p.m. (New York City time) on the Trading Day immediately following the Closing Date, one or more certificate(s) or book-entry statement(s) representing the Initial Commitment Shares, in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company date hereof and prior to the Closing Date)delivery of the initial Fixed Purchase Notice. Such certificate or book-entry statement The Commitment Shares shall be delivered to included in the Investor by overnight courier at its address set forth Registration Statement. Additionally, in Section 9.4. On further consideration for the Investor’s execution and delivery of this Agreement, the Company shall deliver, (i) on the ninetieth (9090th) calendar day following the Closing Commencement Date, the Company shall deliver irrevocable instructions to the its Transfer Agent to issue to the Investor or its designee(s) the First Back End Commitment Shares, as DWAC Shares, such that the First Back End Commitment Shares are credited to the Investor, ’s or its designee’s specified DWAC account with DTC under its FAST Program not later than 4:00 p.m. (New York City time) on such date, a certificate or book-entry statement representing the First Back End Commitment Shares in the name of the Investor or its designee their respective due date and (in which case such designee name shall have been provided to the Company prior to the Closing Date). On ii) on the one hundred and eightieth (180180th) calendar day following the Closing Commencement Date, the Company shall deliver irrevocable instructions to the its Transfer Agent to issue to the Investor or its designee(s) the Second Back End Commitment Shares, as DWAC Shares, such that the Second Back End Commitment Shares are credited to the Investor, ’s or its designee’s specified DWAC account with DTC under its FAST Program not later than 4:00 p.m. (New York City time) on such their respective due date, a certificate or book-entry statement representing the Second Back End Commitment Shares in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Closing Date). For the avoidance of doubt, all of the Commitment Shares shall be fully earned as of the Closing Date, and regardless of whether any Fixed Purchases, VWAP Purchases or Additional VWAP Purchases are made or settled effected hereunder or and regardless of any subsequent termination of this Agreement. Upon issuance; provided, that in the event the issuance of the Commitment Shares shall constitute “restricted securities” as such term is defined in Rule 144(a)(3) under the Securities Act and, subject to the provisions of subsection (iv) of this Section 9.1Investor would result in the Investor exceeding the Beneficial Ownership Limitation, the certificate or book-entry statement representing the Initial then any such Commitment Shares shall bear in excess of the restrictive legend set forth below in subsection (iii) of this Section 9.1. The Commitment Shares shall constitute Registrable Securities and Beneficial Ownership Limitation shall be included held in abeyance for the Investor until such time, if ever, as its rights thereto would not result in the Registration Statement and any post-effective amendment thereto, and Investor exceeding the Prospectus included therein and, if necessary to register the resale thereof by the Investor under the Securities Act, in any New Registration Statement and any post-effective amendment thereto, in each case in accordance with this Agreement and the Registration Rights AgreementBeneficial Ownership Limitation.

Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, concurrently with the execution and delivery of this Agreement on the Closing Date, the Company shall deliver irrevocable instructions issue the Initial Commitment Shares to the Transfer Agent to issue to the Investor, Investor or its designee not later than 4:00 p.m. (New York City time) on the Trading Day immediately following the Closing Datedate hereof, one or more certificate(s) or book-entry statement(s) representing and prior to the delivery of the initial Fixed Purchase Notice. Upon issuance, the Initial Commitment Shares, Shares shall constitute “restricted securities” as such term is defined in Rule 144(a)(3) under the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Closing Date). Such certificate or book-entry statement shall be delivered to the Investor by overnight courier at its address set forth in Section 9.4Securities Act. On the ninetieth (9090th) calendar day following the Closing Commencement Date, the Company shall deliver irrevocable instructions to the Transfer Agent to issue to the Investor, not later than 4:00 p.m. (New York City time) on such date, a certificate as DWAC Shares, such that they are credited to the Investor’s or book-entry statement representing its designee’s specified DWAC account with DTC under its FAST Program, the First Back End Commitment Shares in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Closing Date)Shares. On the one hundred and eightieth (180180th) calendar day following the Closing Commencement Date, the Company shall deliver irrevocable instructions to the Transfer Agent to issue to the Investor, not later than 4:00 p.m. (New York City time) on such date, a certificate as DWAC Shares, such that they are credited to the Investor’s or book-entry statement representing its designee’s specified DWAC account with DTC under its FAST Program, the Second Back End Commitment Shares. The Commitment Shares shall be included in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Closing Date)Registration Statement. For the avoidance of doubt, all of the Commitment Shares shall be fully earned as of the Closing Date, and regardless of whether any Fixed Purchases, VWAP Purchases or Additional VWAP Purchases are made or settled effected hereunder or and regardless of any subsequent termination of this Agreement. Upon issuance, the Commitment Shares shall constitute “restricted securities” as such term is defined in Rule 144(a)(3) under the Securities Act and, subject to the provisions of subsection (iv) of this Section 9.1, the certificate or book-entry statement representing the Initial Commitment Shares shall bear the restrictive legend set forth below in subsection (iii) of this Section 9.1. The Commitment Shares shall constitute Registrable Securities and shall be included in the Registration Statement and any post-effective amendment thereto, and the Prospectus included therein and, if necessary to register the resale thereof by the Investor under the Securities Act, in any New Registration Statement and any post-effective amendment thereto, in each case in accordance with this Agreement and the Registration Rights Agreement.

Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, concurrently with the execution and delivery of this Agreement on the Closing Date, the Company shall deliver irrevocable instructions to the Transfer Agent to issue to the Investor, not later than 4:00 p.m. (New York City time) on the Trading Day immediately following the Closing Date, one or more certificate(s) or book-entry statement(s) representing the Initial Commitment Shares. Upon issuance, the Initial Commitment Shares shall constitute “restricted securities” as such term is defined in Rule 144(a)(3) under the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Closing Date). Such certificate or book-entry statement shall be delivered to the Investor by overnight courier at its address set forth in Section 9.4Securities Act. On the ninetieth (90) calendar day following the Closing Date, the Company shall deliver irrevocable instructions to the Transfer Agent to issue to the Investor, not later than 4:00 p.m. (New York City time) on such date, a certificate as DWAC Shares, such that they are credited to the Investor’s or book-entry statement representing its designee’s specified DWAC account with DTC under its FAST Program, the First Back End Commitment Shares in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Closing Date)Shares. On the one hundred and eightieth (180) calendar day following the Closing Date, the Company shall deliver irrevocable instructions to the Transfer Agent to issue to the Investor, not later than 4:00 p.m. (New York City time) on such date, a certificate as DWAC Shares, such that they are credited to the Investor’s or book-entry statement representing its designee’s specified DWAC account with DTC under its FAST Program, the Second Back End Commitment Shares (provided that the number of First Back End Commitment Shares and Second Back End Commitment Shares shall not exceed _______ in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Closing Dateaggregate). , For the avoidance of doubt, all of the Commitment Shares shall be fully earned as of the Closing Date, and whether any Fixed Purchases, VWAP Purchases or Additional VWAP Purchases are made or settled hereunder or any subsequent termination of this Agreement. Upon issuance, the Commitment Shares shall constitute “restricted securities” as such term is defined in Rule 144(a)(3) under the Securities Act and, subject to the provisions of subsection (iv) of this Section 9.1, the certificate or book-entry statement representing the Initial Commitment Shares shall bear the restrictive legend set forth below in subsection (iii) of this Section 9.1. The Commitment Shares shall constitute Registrable Securities and shall be included in the New Registration Statement and any post-effective amendment thereto, and the Prospectus included therein and, if necessary to register the resale thereof by the Investor under the Securities Act, in any New Registration Statement and any post-effective amendment thereto, in each case in accordance with this Agreement and the Registration Rights Agreement.

Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, concurrently with the execution and delivery of this Agreement on the Closing Effective Date, the Company shall deliver irrevocable instructions to the Transfer Agent its transfer agent to issue to the InvestorInvestor (or its designee), not later than 4:00 p.m. (New York City time) on the first Trading Day immediately following the Closing Effective Date, one or more certificate(s) or book-entry statement(s) representing the Initial Commitment Shares, in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Closing Date). Such certificate or book-entry statement shall be delivered to the Investor by overnight courier at its address set forth in Section 9.4. On the ninetieth (90) calendar day following the Closing Date, the Company shall deliver irrevocable instructions to the Transfer Agent to issue to the Investor, not later than 4:00 p.m. (New York City time) on such date, a certificate or book-entry statement representing the First Back End Commitment Shares in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Closing Effective Date), which Commitment Shares shall be issued pursuant to the Registration Statement and without any restriction on resale. On Such Commitment Share certificate shall not bear any restrictive legend, shall have no stop transfer or similar order maintained against transfer thereof and shall be delivered to the one hundred Investor (or its designee) by overnight courier pursuant to the instructions set forth in Schedule 2.7. For the avoidance of doubt, all of the Commitment Shares shall be fully earned as of the Effective Date, regardless of whether any Fixed Requests are issued by the Company or settled hereunder. In addition, concurrently with the execution and eightieth (180) calendar day following delivery of this Agreement on the Closing Effective Date, the Company shall deliver irrevocable instructions to the Transfer Agent its transfer agent to issue to the InvestorInvestor (or its designee), not later than 4:00 p.m. (New York City time) on such datethe first Trading Day immediately following the Effective Date, a certificate or book-entry statement representing the Second Back End Commitment number of Shares set forth in Schedule 2.7 in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Closing Effective Date). For the avoidance of doubt, all of the Commitment which Shares shall be fully earned as (i) used to effect settlement of any Fixed Request or Optional Amount prior to the Closing DateCompany, through its transfer agent, and whether any Fixed Purchasesthe Common Stock becoming DTC eligible and eligible to participate in the DTC Deposit/Withdrawal at Custodian (DWAC) system, VWAP Purchases or Additional VWAP Purchases are made or settled hereunder or any subsequent termination of this Agreement. Upon issuance, in accordance with the Commitment Shares shall constitute “restricted securities” as such term is defined in Rule 144(a)(3) under the Securities Act and, subject to the provisions of subsection (iv) of this Section 9.1, the certificate or book-entry statement representing the Initial Commitment Shares shall bear the restrictive legend procedures set forth below in subsection Schedule 2.7, and (iiiii) of this Section 9.1. The Commitment Shares shall constitute Registrable Securities and shall be included in issued pursuant to the Registration Statement and without any post-effective amendment theretorestriction on resale. Such Share certificate shall not bear any restrictive legend, shall have no stop transfer or similar order maintained against transfer thereof and the Prospectus included therein and, if necessary shall be delivered to register the resale thereof by the Investor under (or its designee) by overnight courier pursuant to the Securities Act, instructions set forth in any New Registration Statement and any post-effective amendment thereto, in each case in accordance with this Agreement and the Registration Rights AgreementSchedule 2.7.

Commitment Shares. In consideration for If the Investor’s execution and delivery of this initial Registration Statement to be filed pursuant to the Registration Rights Agreement shall not be declared effective by the Commission on or prior to the Effectiveness Deadline (as defined in the Registration Rights Agreement) applicable thereto, concurrently with the execution and delivery of this Agreement on the Closing Date, then the Company shall, or shall deliver irrevocable instructions to the Transfer Agent to cause its transfer agent to, issue to the Investor, not later than 4:00 p.m. (New York City time) on the second Trading Day immediately following the Closing Date, one or more certificate(s) or book-entry statement(s) representing the Initial Commitment Shares, in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Closing Date). Such certificate or book-entry statement shall be delivered to the Investor by overnight courier at its address set forth in Section 9.4. On the ninetieth (90) calendar day following the Closing Date, the Company shall deliver irrevocable instructions to the Transfer Agent to issue to the Investor, not later than 4:00 p.m. (New York City time) on such dateEffectiveness Deadline applicable thereto, a certificate or book-entry statement representing the First Back End Commitment Shares in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Closing Date). On the one hundred “Commitment Shares” shall mean a number of shares of duly authorized, validly issued, fully paid and eightieth (180) calendar day following the Closing Date, the Company shall deliver irrevocable instructions nonassessable shares of Common Stock equal to the Transfer Agent to issue quotient obtained by dividing (a) $5,000 by (b) the arithmetic average of the VWAPs over the 10 Trading Day-period immediately preceding the Effectiveness Deadline, rounded up to the Investor, not later than 4:00 p.m. (New York City time) on such date, a certificate or book-entry statement representing the Second Back End Commitment Shares in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Closing Date)nearest whole share. For the avoidance of doubt, all of the Additional Commitment Shares shall be fully earned as of the Closing Datedate such shares are required to be issued to the Investor under this Agreement, and regardless of whether any Fixed Purchases, VWAP Purchases or Additional VWAP Purchases Draw Downs are made issued by the Company or settled hereunder or any subsequent termination of this Agreementhereunder. Upon issuance, the Initial Commitment Shares and the Additional Commitment Shares shall constitute “restricted securities” as such term is defined in Rule 144(a)(3) under the Securities Act and, subject to the provisions of subsection (iv) of this Section 9.111.2, the certificate or book-entry statement certificates representing the Initial Commitment Shares shall bear the restrictive legend set forth below in subsection (iiia) of this Section 9.111.2. The Commitment Shares shall constitute Registrable Securities and shall be included in the Registration Statement and any post-effective amendment thereto, and the Prospectus included therein and, if necessary to register the resale thereof by the Investor under the Securities Act, in any New Registration Statement and any post-effective amendment thereto, in each case in accordance with this Agreement and the terms of the Registration Rights Agreement.

Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, concurrently with the execution and delivery of this Agreement on the Closing Date, the Company shall deliver irrevocable instructions to the Transfer Agent its transfer agent to issue to the Investor, not later than 4:00 p.m. (New York City time) on the second Trading Day immediately following the Closing Date, one or more certificate(s) or book-entry statement(s) a certificate representing the Initial Commitment Shares, Shares in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Closing Date). Such certificate or book-entry statement shall be delivered to the Investor by overnight courier at its address set forth in Section 9.410.4 hereof. On For the ninetieth (90) calendar day following avoidance of doubt, all of the Initial Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Draw Downs are issued by the Company shall deliver irrevocable instructions or settled hereunder. In addition, if the initial Registration Statement to be filed pursuant to the Transfer Agent Registration Rights Agreement shall not be declared effective by the Commission on or prior to the Effectiveness Deadline (as defined in the Registration Rights Agreement) applicable thereto, then the Company shall, or shall cause its transfer agent to, issue to the Investor, not later than 4:00 p.m. (New York City time) on such datethe second Trading Day immediately following the Effectiveness Deadline applicable thereto, a certificate or book-entry statement representing the First Back End Additional Commitment Shares in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Closing Date). On the one hundred “Additional Commitment Shares” shall mean a number of shares of duly authorized, validly issued, fully paid and eightieth (180) calendar day following the Closing Date, the Company shall deliver irrevocable instructions nonassessable shares of Common Stock equal to the Transfer Agent to issue quotient obtained by dividing (a) $167,500 by (b) the arithmetic average of the VWAPs over the 10 Trading Day-period immediately preceding the Effectiveness Deadline, rounded up to the Investor, not later than 4:00 p.m. (New York City time) on such date, a certificate or book-entry statement representing the Second Back End Commitment Shares in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Closing Date)nearest whole share. For the avoidance of doubt, all of the Additional Commitment Shares shall be fully earned as of the Closing Datedate such shares are required to be issued to the Investor under this Agreement, and regardless of whether any Fixed Purchases, VWAP Purchases or Additional VWAP Purchases Draw Downs are made issued by the Company or settled hereunder or any subsequent termination of this Agreementhereunder. Upon issuance, the Initial Commitment Shares and the Additional Commitment Shares shall constitute “restricted securities” as such term is defined in Rule 144(a)(3) under the Securities Act and, subject to the provisions of subsection (iv) of this Section 9.110.1, the certificate or book-entry statement certificates representing the Initial Commitment Shares and the Additional Commitment Shares shall bear the restrictive legend set forth below in subsection (iii) of this Section 9.110.1. The Initial Commitment Shares and the Additional Commitment Shares shall constitute Registrable Securities and shall be included in the Registration Statement and any post-effective amendment thereto, and the Prospectus included therein and, if necessary to register the resale thereof by the Investor under the Securities Act, in any New Registration Statement and any post-effective amendment thereto, in each case in accordance with this Agreement and the terms of the Registration Rights Agreement.

Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, concurrently with the execution and delivery of this Agreement on the Closing Date, the Company shall deliver irrevocable instructions to the Transfer Agent its transfer agent to issue to the Investor, not later than 4:00 p.m. (New York City time) on the second Trading Day immediately following the Closing Date, one or more certificate(s) or book-entry statement(s) a certificate representing the Initial Commitment Shares, Shares in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Closing Date). Such certificate or book-entry statement shall be delivered to the Investor by overnight courier at its address set forth in Section 9.4. On the ninetieth (90) calendar day following the Closing Date, the Company shall deliver irrevocable instructions to the Transfer Agent to issue to the Investor, not later than 4:00 p.m. (New York City time) on such date, a certificate or book-entry statement representing the First Back End Commitment Shares in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Closing Date). On the one hundred and eightieth (180) calendar day following the Closing Date, the Company shall deliver irrevocable instructions to the Transfer Agent to issue to the Investor, not later than 4:00 p.m. (New York City time) on such date, a certificate or book-entry statement representing the Second Back End Commitment Shares in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Closing Date)10.4 hereof. For the avoidance of doubt, all of the Initial Commitment Shares shall be fully earned as of the Closing Date, and regardless of whether any Fixed Purchases, VWAP Purchases or Additional VWAP Purchases Draw Downs are made issued by the Company or settled hereunder or any subsequent termination of this Agreementhereunder. Upon issuance, the Initial Commitment Shares shall constitute “restricted securities” as such term is defined in Rule 144(a)(3) under the Securities Act and, subject to the provisions of subsection (iv) of this Section 9.110.1, the certificate or book-entry statement representing the Initial Commitment Shares shall bear the restrictive legend set forth below in subsection (iii) of this Section 9.110.1. In addition, not later than 4:00 p.m. (New York City time) on the Trading Day immediately following the Effective Date, the Company shall, or shall cause its transfer agent to, electronically transfer to the Investor the Additional Commitment Shares by crediting the Investor’s or its designees’ account (provided the Investor shall have given the Company written notice of such designee prior to the Effective Date) at DTC through its Deposit/Withdrawal at Custodian (DWAC) system, which Additional Commitment Shares shall be freely tradable and transferable and without restriction on resale pursuant to the Registration Statement. “Additional Commitment Shares” shall mean a number of shares of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock (which shall be appropriately adjusted for any stock splits, stock combinations, stock dividends, recapitalizations and other similar transactions that occur on or after the date of this Agreement), rounded up to the nearest whole share, equal to the greater of (I) zero and (II) the difference of (i) the quotient of (x) $175,000 divided by (y) the greater of (A) the Effective Date Market Price and (B) $0.04, less (ii) 3,181,819; provided, however, that in no event shall the Company issue more than an aggregate of 1,193,181 shares of Common Stock (subject to adjustment for any stock splits, stock combinations, stock dividends, recapitalizations and other similar transactions that occur on or after the date of this Agreement) as Additional Commitment Shares pursuant to this Agreement. For the avoidance of doubt, all of the Additional Commitment Shares shall be fully earned as of the date such shares are required to be issued to the Investor under this Agreement, regardless of whether any Draw Downs are issued by the Company or settled hereunder. The Initial Commitment Shares and the Additional Commitment Shares shall constitute Registrable Securities and shall be included in the Registration Statement and any post-effective amendment thereto, and the Prospectus included therein and, if necessary to register the resale thereof by the Investor under the Securities Act, in any New Registration Statement and any post-effective amendment thereto, in each case in accordance with this Agreement and the terms of the Registration Rights Agreement.

Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, concurrently with the execution and delivery of this Agreement on the Closing Date, the Company shall deliver irrevocable instructions to the Transfer Agent to issue to the Investor, not later than 4:00 p.m. (New York City time) on the Trading Day immediately following the Closing Date, one or more certificate(s) or book-entry statement(s) representing the Initial Commitment Shares, not including the Back End Commitment Shares, payable as of the Closing Date, in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Closing Date). Such certificate or book-entry statement shall be delivered to the Investor by overnight courier at its address set forth in Section 9.4. On Additionally, in further consideration for the ninetieth Investor’s execution and delivery of this Agreement, upon the completion of a successful raise by the Company of a minimum of $2,750,000 from (90i) calendar day following the Closing Datethis Agreement or (ii) another source, the Company shall deliver irrevocable instructions to the its Transfer Agent to electronically issue to the Investor or its designee(s) the Back End Commitment Shares, as DWAC Shares, such that they are credited to the Investor, ’s or its designee’s specified DWAC account with DTC under its FAST Program not later than 4:00 p.m. (New York City time) on the closing of such date, a certificate or book-entry statement representing the First Back End Commitment Shares in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Closing Date). On the one hundred and eightieth (180) calendar day following the Closing Date, the Company shall deliver irrevocable instructions to the Transfer Agent to issue to the Investor, not later than 4:00 p.m. (New York City time) on such date, a certificate or book-entry statement representing the Second Back End Commitment Shares in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Closing Date)capital raise. For the avoidance of doubt, all of the Commitment Shares shall be fully earned as of the Closing Date, and whether any Fixed Purchases, VWAP Purchases or Additional VWAP Purchases are made or settled hereunder or any subsequent termination of this Agreement. Upon issuance, the Commitment Shares shall constitute “restricted securities” as such term is defined in Rule 144(a)(3) under the Securities Act and, subject to the provisions of subsection (iv) of this Section 9.1, the certificate or book-entry statement representing the Initial Commitment Shares shall bear the restrictive legend set forth below in subsection (iii) of this Section 9.1. The Commitment Shares shall constitute Registrable Securities and shall be included in the Registration Statement Initial Prospectus Supplement and any post-effective amendment thereto, and the Prospectus included therein and, if necessary to register the resale thereof by the Investor under the Securities Act, in any New Registration Statement and any post-effective amendment thereto, in each case in accordance with this Agreement and the Registration Rights Agreement.

Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, concurrently with the execution and delivery of this Agreement on the Closing Date, the Company shall deliver irrevocable instructions to the its Transfer Agent to issue to the InvestorInvestor or its designee(s) the Initial Commitment Shares, as DWAC Shares, not later than 4:00 p.m. (New York City time) on the Trading Day immediately following the Closing Date, one or more certificate(s) or book-entry statement(s) representing the Initial Commitment Shares, in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company and prior to the Closing Date)delivery of the initial Fixed Purchase Notice. Such certificate or book-entry statement The Commitment Shares (not including the Back End Commitment Shares) shall be delivered included in the initial Prospectus Supplement to be freely tradable and transferable and without restriction on resale and without any stop transfer instructions maintained against the Investor by overnight courier at its address set forth transfer thereof. Additionally, in Section 9.4. On further consideration for the Investor’s execution and delivery of this Agreement, the Company shall deliver (i) on the ninetieth (9090th) calendar day following the Closing Commencement Date, the Company shall deliver irrevocable instructions to the its Transfer Agent to issue to the Investor or its designee(s) the First Back End Commitment Shares, (ii) on the one hundred and eightieth (180th) calendar day following the Commencement Date, irrevocable instructions to its Transfer Agent to issue to the Investor or its designee(s) the Second Back End Commitment Shares, as applicable, as DWAC Shares, such that each of the Initial Commitment Shares, First Back End Commitment Share and Second Back End Commitment Shares are credited to the Investor, ’s or its designee’s specified DWAC account with DTC under its FAST Program not later than 4:00 p.m. (New York City time) on such their respective due date, a certificate or book-entry statement representing the First Back End Commitment Shares in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Closing Date). On the one hundred and eightieth (180) calendar day following the Closing Date, the Company shall deliver irrevocable instructions to the Transfer Agent to issue to the Investor, not later than 4:00 p.m. (New York City time) on such date, a certificate or book-entry statement representing the Second Back End Commitment Shares in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Closing Date). For the avoidance of doubt, all of the Commitment Shares Shares, including the Back End Commitment Shares, shall be fully earned as of the Closing Date, and regardless of whether any Fixed Purchases, VWAP Purchases or Additional VWAP Purchases are made or settled effected hereunder or and regardless of any subsequent termination of this Agreement. Upon issuanceIn the event of a termination of this Agreement prior to the 90th calendar day or 180th calendar day following the Commencement Date, the any unpaid Commitment Shares shall constitute “restricted securities” as such term is defined in Rule 144(a)(3) under the Securities Act and, subject to the provisions of subsection (iv) of this Section 9.1, the certificate or book-entry statement representing the Initial Commitment Shares shall bear the restrictive legend set forth below in subsection (iii) of this Section 9.1. The Commitment Shares shall constitute Registrable Securities and shall be included in the Registration Statement and any post-effective amendment thereto, and the Prospectus included therein and, if necessary to register the resale thereof by the Investor under the Securities Act, in any New Registration Statement and any post-effective amendment thereto, in each case in accordance with this Agreement and the Registration Rights Agreementpaid at that date.

Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, concurrently with the execution and delivery of this Agreement on the Closing Date, the Company shall deliver irrevocable instructions issue 25% of the Commitment Shares to the Transfer Agent to issue to the Investor, Investor or its designee not later than 4:00 p.m. (New York City time) on the Trading Day immediately following Closing Date and prior to the Closing Date, one or more certificate(s) or book-entry statement(s) representing delivery of the Initial initial VWAP Purchase Notice. The Company shall issue 25% of the Commitment Shares, in the name of Shares to the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Closing Date). Such certificate or book-entry statement shall be delivered to the Investor by overnight courier at its address set forth in Section 9.4. On the ninetieth (90) calendar day following the Closing Date, the Company shall deliver irrevocable instructions to the Transfer Agent to issue to the Investor, not later than 4:00 p.m. (New York City time) on such date, a certificate or book-entry statement representing the First Back End Commitment Shares in the name of the Investor or its designee sixtieth (in which case such designee name shall have been provided to the Company prior to the Closing Date). On the one hundred and eightieth (18060th) calendar day following the Closing Date, the . The Company shall deliver irrevocable instructions issue 25% of the Commitment Shares to the Transfer Agent to issue to the Investor, Investor or its designee not later than 4:00 p.m. (New York City time) on such date, a certificate or book-entry statement representing the Second Back End ninetieth (90th) calendar day following the Closing Date. The Company shall issue the final 25% of the Commitment Shares in the name of to the Investor or its designee not later than 4:00 p.m. (in which case such designee name shall have been provided to New York City time) on the Company prior to one hundred and eightieth (180th) calendar day following the Closing Date). For ; provided, however, that if prior to any of the avoidance of doubtpreceding dates the Total Purchase Commitment is fully drawn down, then all remaining Commitment Shares owed to Investor shall immediately be issued to Investor; provided further, that in the event the issuance of the Commitment Shares to the Investor would result in the Investor exceeding the Beneficial Ownership Limitation, then any such Commitment Shares in excess of the Beneficial Ownership Limitation shall be fully earned held in abeyance for the Investor until such time, if ever, as its rights thereto would not result in the Investor exceeding the Beneficial Ownership Limitation. The Company and the Investor may mutually agree to increase the Total Purchase Commitment (up to an aggregate of the Closing Date$5,000,000,000), and whether any Fixed Purchases, VWAP Purchases in which event for every $1,000,000,000 in increased Total Purchase Commitment (or Additional VWAP Purchases are made or settled hereunder or any subsequent termination of this Agreement. Upon issuancepro-rata portion thereof), the Company shall issue the Investor, within one Business Day of such increased Total Purchase Commitment being agreed to by the parties, Commitment Shares with a value equal to 0.5% of such increased Total Purchase Commitment (the “Additional Commitment Shares”). Any such Additional Commitment Shares shall constitute “restricted securities” as be distributed to Investor in four equal installments, with the number of Additional Commitment Shares due at any such term installment valued at the average of the VWAPs for the five (5) Trading Days immediately preceding, but not including, the date such Additional Commitment Shares are to be delivered: (i) the date the Total Purchase Commitment is defined in Rule 144(a)(3increased, (ii) under the Securities Act and60 days after such date, subject to the provisions of subsection (iii) 90 days after such date, and (iv) 180 days after such date; provided, however, that if prior to any of this Section 9.1the preceding dates the Total Purchase Commitment is fully drawn down, the certificate or book-entry statement representing the Initial then all remaining Additional Commitment Shares owed to Investor shall bear the restrictive legend set forth below in subsection (iii) of this Section 9.1. The Commitment Shares shall constitute Registrable Securities and shall immediately be included in the Registration Statement and any post-effective amendment thereto, and the Prospectus included therein and, if necessary issued to register the resale thereof by the Investor under the Securities Act, in any New Registration Statement and any post-effective amendment thereto, in each case in accordance with this Agreement and the Registration Rights AgreementInvestor.