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 its Transfer Agent to issue to the Investor or its designee(s) the Initial Commitment Shares, in the form of a certificate or book-entry 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) not later than 4:00 p.m. (New York City time) on the 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, 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) not later than 4:00 p.m. (New York City time) on their respective due date. For the avoidance of doubt, all of the Commitment Shares, including the Back End Commitment Shares, shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases or VWAP Purchases are effected hereunder and regardless of any subsequent termination of this 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 its Transfer Agent to issue to the Investor or its designee(s) the Initial Commitment Shares, in the form of a certificate or book-entry 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) not later than 4:00 p.m. (New York City time) on the 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 issue the Initial Commitment Shares to the Investor or its designee not later than 4:00 p.m. (iNew York City time) on the Trading Day following the date hereof, and prior to the delivery of the initial Fixed Purchase Notice. Upon issuance, the Initial Commitment Shares shall constitute “restricted securities” as such term is defined in Rule 144(a)(3) under the Securities Act. On the ninetieth (90th) calendar day following the Commencement Date, the Company shall deliver irrevocable instructions to its the Transfer Agent to issue to the Investor Investor, not later than 4:00 p.m. (New York City time) on such date, as DWAC Shares, such that they are credited to the Investor’s or its designee(s) designee’s specified DWAC account with DTC under its FAST Program, the First Back End Commitment Shares, (ii) on . On the one hundred and eightieth (180th) calendar day following the Commencement Date, the Company shall deliver irrevocable instructions to its the Transfer Agent to issue to the Investor or its designee(s) the Second Back End Commitment SharesInvestor, as applicable, in the form of a certificate or book-entry 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) not later than 4:00 p.m. (New York City time) on their respective due such date, 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, the Second Back End Commitment Shares. The Commitment Shares shall be included in the Registration Statement. For the avoidance of doubt, all of the Commitment Shares, including the Back End Commitment Shares, Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases or VWAP Purchases are effected hereunder and regardless of any subsequent termination of this Agreement. The Commitment Shares shall constitute Registrable Securities and shall be included in the 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 its Transfer Agent to issue the Initial Commitment Shares to the Investor or its designee(s) the Initial Commitment Shares, in the form of a certificate or book-entry 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) not later than 4:00 p.m. (New York City time) on the Closing Date, Trading Day immediately following the date hereof and prior to the delivery of the initial Fixed Purchase Notice. The Commitment Shares, including the Back End Commitment Shares, 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 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, 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 their respective due date and (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 applicableDWAC Shares, in such that the form of a certificate or book-entry statement, in Second Back End Commitment Shares are credited to the name of the Investor Investor’s or its designee (in which case such designee name shall have been provided to the Company prior to the Closing Date) designee’s specified DWAC account with DTC under its FAST Program not later than 4:00 p.m. (New York City time) on their respective due date. For the avoidance of doubt, all of the Commitment Shares, including the Back End Commitment Shares, Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases or VWAP Purchases are effected hereunder and regardless of any subsequent termination of this Agreement; provided, 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 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.

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 its the Transfer Agent to issue to the Investor or its designee(s) the Initial Commitment SharesInvestor, in the form of a certificate or book-entry 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) not later than 4:00 p.m. (New York City time) on the Trading Day immediately following the Closing Date, and prior to the delivery of the initial Fixed Purchase Notice. The Initial Commitment Shares. Upon issuance, including the Back End Initial Commitment Shares, Shares shall be included constitute “restricted securities” as such term is defined in Rule 144(a)(3) under the Registration StatementSecurities Act. Additionally, in further consideration for On the Investor’s execution and delivery of this Agreementninetieth (90) calendar day following the Closing Date, the Company shall deliver (i) on the ninetieth (90th) calendar day following the Commencement Date, irrevocable instructions to its the Transfer Agent to issue to the Investor or its designee(s) the First Back End Commitment SharesInvestor, (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, 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) not later than 4:00 p.m. (New York City time) on their respective due such date, 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, the First Back End Commitment 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, 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, 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 aggregate), For the avoidance of doubt, all of the Commitment Shares, including the Back End Commitment Shares, Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases, VWAP Purchases or Additional VWAP Purchases are effected made or settled hereunder and regardless of or any subsequent termination of this Agreement. 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 Date, the Company shall deliver irrevocable instructions to its the Transfer Agent to issue to the Investor Investor, not later than 4:00 p.m. (New York City time) on the Trading Day immediately following the Closing Date, one or its designee(smore certificate(s) the Initial Commitment Shares, in the form of a certificate or book-entry statementstatement(s) representing the 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) not later than 4:00 p.m. (New York City time) on the Closing Date, and prior ). Such certificate or book-entry statement shall be delivered to the delivery of the initial Fixed Purchase Notice. The Commitment Shares, including the Back End Commitment Shares, shall be included Investor by overnight courier at its address set forth in the Registration StatementSection 9.4. Additionally, in further consideration for the 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 (i) this Agreement or (ii) another source, the Company shall deliver (i) on the ninetieth (90th) calendar day following the Commencement Date, irrevocable instructions to its Transfer Agent to electronically 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 applicableDWAC Shares, in such that they are credited to the form of a certificate or book-entry statement, in the name of the Investor Investor’s or its designee (in which case such designee name shall have been provided to the Company prior to the Closing Date) designee’s specified DWAC account with DTC under its FAST Program not later than 4:00 p.m. (New York City time) on their respective due datethe closing of such capital raise. For the avoidance of doubt, all of the Commitment Shares, including the Back End Commitment Shares, Shares shall be fully earned as of the Closing Date, regardless of and whether any Fixed Purchases, VWAP Purchases or Additional VWAP Purchases are effected made or settled hereunder and regardless of 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 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 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 Effective Date, the Company shall deliver irrevocable instructions to its Transfer Agent transfer agent to issue to the Investor (or its designee(sdesignee), not later than 4:00 p.m. (New York time) on the Initial Commitment Sharesfirst Trading Day immediately following the Effective Date, in the form of a certificate or book-entry statement, representing the 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. 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 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 delivery of this Agreement on the Effective Date, the Company shall deliver irrevocable instructions to its transfer agent to issue to the Investor (or its designee), not later than 4:00 p.m. (New York City time) on the Closing first Trading Day immediately following the Effective 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 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), which Shares shall be (i) used to effect settlement of any Fixed Request or Optional Amount prior to the Company, through its transfer agent, and the Common Stock becoming DTC eligible and eligible to participate in the DTC Deposit/Withdrawal at Custodian (DWAC) system, in accordance with the procedures set forth in Schedule 2.7, and (ii) issued pursuant to the Registration Statement and without any restriction on resale. Such Share certificate shall not later than 4:00 p.m. (New York City time) on their respective due date. For the avoidance of doubt, all of the Commitment Shares, including the Back End Commitment Sharesbear any restrictive legend, shall have no stop transfer or similar order maintained against transfer thereof and shall be fully earned as of delivered to the Closing Date, regardless of whether any Fixed Purchases Investor (or VWAP Purchases are effected hereunder and regardless of any subsequent termination of this Agreementits designee) by overnight courier pursuant to the instructions set forth in Schedule 2.7.

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 its Transfer Agent to issue to the Investor or its designee(s) the Initial Commitment Shares, in the form of a certificate or book-entry statementas DWAC 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) not later than 4:00 p.m. (New York City time) on the Closing Date, and prior to the delivery of the initial Fixed Purchase Notice. The Commitment Shares, Shares (not including the Back End Commitment Shares, ) shall be included in the Registration Statementinitial Prospectus Supplement to be freely tradable and transferable and without restriction on resale and without any stop transfer instructions maintained against the transfer thereof. 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 statementas DWAC Shares, in the name such that each of the Investor Initial Commitment Shares, First Back End Commitment Share and Second Back End Commitment Shares are credited to the Investor’s or its designee (in which case such designee name shall have been provided to the Company prior to the Closing Date) designee’s specified DWAC account with DTC under its FAST Program not later than 4:00 p.m. (New York City time) on their respective due date. For the avoidance of doubt, all of the Commitment Shares, including the Back End Commitment Shares, shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases or VWAP Purchases are effected hereunder and regardless of any subsequent termination of this Agreement. In the event of a termination of this Agreement prior to the 90th calendar day or 180th calendar day following the Commencement Date, any unpaid Commitment Shares shall be paid 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 to its Transfer Agent to issue to the Investor or its designee(s) the Initial Commitment Shares, in the form of a certificate or book-entry 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) not later than 4:00 p.m. (New York City time) on the 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 issue 25% of the Commitment Shares to the Investor or its designee not later than 4:00 p.m. (iNew York City time) on the Closing Date and prior to the delivery of the initial VWAP Purchase Notice. The Company shall issue 25% of the Commitment Shares to the Investor or its designee not later than 4:00 p.m. (New York City time) on the sixtieth (60th) calendar day following the Closing Date. The Company shall issue 25% of the Commitment Shares to the Investor or its designee not later than 4:00 p.m. (New York City time) on the ninetieth (90th) calendar day following the Commencement Closing Date, irrevocable instructions to its Transfer Agent to . The Company shall issue the final 25% of the Commitment Shares to the Investor or its designee(s) the First Back End Commitment Shares, designee not later than 4:00 p.m. (iiNew York City time) on the one hundred and eightieth (180th) calendar day following the Commencement Closing Date; provided, irrevocable instructions however, that if prior to its Transfer Agent any of the preceding dates the Total Purchase Commitment is fully drawn down, then all remaining Commitment Shares owed to issue 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 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 $5,000,000,000), in which event for every $1,000,000,000 in increased Total Purchase Commitment (or its designee(spro-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 be distributed to Investor in four equal installments, with the number of Additional Commitment Shares due at any such 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 Second Back End date the Total Purchase Commitment Sharesis increased, as applicable(ii) 60 days after such date, in the form of a certificate or book-entry statement(iii) 90 days after such date, in the name and (iv) 180 days after such date; provided, however, that if prior to any of the preceding dates the Total Purchase Commitment is fully drawn down, then all remaining Additional Commitment Shares owed to Investor or its designee (in which case such designee name shall have been provided immediately be issued to the Company prior to the Closing Date) not later than 4:00 p.m. (New York City time) on their respective due date. For the avoidance of doubt, all of the Commitment Shares, including the Back End Commitment Shares, shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases or VWAP Purchases are effected hereunder and regardless of any subsequent termination of this AgreementInvestor.

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 its Transfer Agent transfer agent to issue to the Investor or its designee(sInvestor, not later than 4:00 p.m. (New York City time) on the second Trading Day immediately following the Closing Date, a certificate representing the Initial Commitment Shares, in the form of a certificate or book-entry statement, 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) not later than 4:00 p.m. (New York City time) on the Closing Date, and prior to the delivery of the initial Fixed Purchase Notice). The Commitment Shares, including the Back End Commitment Shares, Such certificate 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 delivered to the Investor or by overnight courier at 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, address set forth in the form of a certificate or book-entry 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) not later than 4:00 p.m. (New York City time) on their respective due dateSection 10.4 hereof. For the avoidance of doubt, all of the Initial Commitment Shares, including the Back End Commitment Shares, Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases Draw Downs are issued by the Company or VWAP Purchases are effected hereunder settled hereunder. 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 10.1, the certificate representing the Initial Commitment Shares shall bear the restrictive legend set forth below in subsection (iii) of this Section 10.1. 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 regardless 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 subsequent termination 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 in accordance with the terms of the Registration Rights Agreement.

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 cause its Transfer Agent to transfer agent to, issue to the Investor or its designee(sInvestor, not later than 4:00 p.m. (New York City time) on the Initial Commitment Sharessecond Trading Day immediately following the Effectiveness Deadline applicable thereto, in the form of a certificate or book-entry statement, representing the 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) not later than 4:00 p.m. (New York City time) on the Closing Date). “Commitment Shares” shall mean a number of shares of duly authorized, validly issued, fully paid and prior nonassessable shares of Common Stock equal to the delivery quotient obtained by dividing (a) $5,000 by (b) the arithmetic average of the initial Fixed Purchase Notice. The Commitment SharesVWAPs over the 10 Trading Day-period immediately preceding the Effectiveness Deadline, 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 rounded up 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, 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) not later than 4:00 p.m. (New York City time) on their respective due datenearest whole share. For the avoidance of doubt, all of the Additional Commitment Shares, including the Back End Commitment Shares, Shares shall be fully earned as of the Closing Datedate such shares are required to be issued to the Investor under this Agreement, regardless of whether any Fixed Purchases Draw Downs are issued by the Company or VWAP Purchases are effected hereunder settled hereunder. Upon issuance, the Initial Commitment Shares and regardless 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 any subsequent termination subsection (iv) of this Section 11.2, the certificates representing the Commitment Shares shall bear the restrictive legend set forth below in subsection (a) of this Section 11.2. Commitment Shares shall constitute Registrable Securities and shall be included in the Registration Statement in accordance with 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 its Transfer Agent transfer agent to issue to the Investor or its designee(sInvestor, not later than 4:00 p.m. (New York City time) on the second Trading Day immediately following the Closing Date, a certificate representing the Initial Commitment Shares, in the form of a certificate or book-entry statement, 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 shall be delivered to the Investor by overnight courier at its address set forth in Section 10.4 hereof. For the 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 or settled hereunder. In addition, if the 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, 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 the 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 second Trading Day immediately following the Commencement DateEffectiveness Deadline applicable thereto, 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 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). “Additional Commitment Shares” shall mean a number of shares of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock equal to the quotient obtained by dividing (a) not later than 4:00 p.m. $167,500 by (New York City timeb) on their respective due datethe arithmetic average of the VWAPs over the 10 Trading Day-period immediately preceding the Effectiveness Deadline, rounded up to the nearest whole share. For the avoidance of doubt, all of the Additional Commitment Shares, including the Back End Commitment Shares, Shares shall be fully earned as of the Closing Datedate such shares are required to be issued to the Investor under this Agreement, regardless of whether any Fixed Purchases Draw Downs are issued by the Company or VWAP Purchases are effected hereunder settled hereunder. Upon issuance, the Initial Commitment Shares and regardless 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 any subsequent termination subsection (iv) of this Section 10.1, the 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 10.1. The Initial Commitment Shares and the Additional Commitment Shares shall constitute Registrable Securities and shall be included in the Registration Statement in accordance with the terms of the Registration Rights Agreement.