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 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) or book-entry statement(s) representing 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). 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 the Closing Datesuch 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, 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 their respective due 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, 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 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 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 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) or book-entry statement(s) representing 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) ). 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 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 the Closing DateTrading Day immediately following such date, and prior to the delivery of the initial Fixed Purchase Notice. The Commitment as DWAC Shares, including the Back End Commitment Shares, shall be included in the Registration Statement. Additionally, in further consideration for such that they are credited to the Investor’s execution and delivery of this Agreementor its designee’s specified DWAC account with DTC under its FAST Program, the Company shall deliver (i) on Initial Commitment Shares. On the ninetieth (90th90) 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 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 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, 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. 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 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 9.1, 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 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 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 40 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 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 statementas DWAC Shares, in the name such that each of the Investor 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.

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 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.