Common use of Additional Commitment Shares Clause in Contracts

Additional Commitment Shares. In consideration for agreeing to the terms of this Agreement and no additional consideration at such time of issuance, the Company shall deliver to the Purchaser, a number of shares of Common Stock equal to: (a) on the Effective Date of the initial Registration Statement (such date, the “Second Issuance Date”) (i) $50,000 divided by the lesser of (y) closing bid price of the Common Stock on the Trading Day immediately preceding the Second Issuance Date (such price, the “Second Issuance Price”) and (z) the closing bid price of the Common Stock on the Trading Day immediately preceding the date of this Agreement (such price, the “Closing Issuance Price”), and (ii) if the Second Issuance Price is less than the Closing Issuance Price, additional shares of Common Stock equal to the difference between (A) $125,000 divided by the Second Issuance Price and (B) the number of shares of Common Stock issued to the Purchaser pursuant to Section 2.2(a)(iii) on the date of this Agreement; (b) on the 30th day immediately following the Effective Date of the initial Registration Statement (such date, the “Third Issuance Date”), $25,000 divided by the closing bid price of the Common Stock on the Trading Day immediately preceding the Third Issuance Date; (c) on the 60th day immediately following the Effective Date of the initial Registration Statement (such date, the “Fourth Issuance Date”), $25,000 divided by the closing bid price of the Common Stock on the Trading Day immediately preceding the Fourth Issuance Date; and (d) on the 90th day immediately following the Effective Date of the initial Registration Statement (such date, the “Fifth Issuance Date”), $25,000 divided by the closing bid price of the Common Stock on the Trading Day immediately preceding the Fifth Issuance Date. All such shares issuable pursuant to this Section 4.16 shall be delivered to the DTC account specified by the Purchaser in writing to the Company.

Additional Commitment Shares. In consideration for agreeing to Within five (5) Trading Days after the terms of this Agreement and no additional consideration at such time of issuanceMeasurement Condition (as defined below) has been satisfied, the Company shall deliver to the Purchaser, Buyer a number of shares of Common Stock (the "Additional Commitment Shares") equal to: (a) on the Effective Date : 12% of the initial Registration Statement (such date, the “Second Issuance Date”) (i) $50,000 4,000,000 divided by the lesser lower of (yA) closing bid price the arithmetic average of the Closing Sale Prices (as defined in the Equity Purchase Agreement) of the Common Stock on for the five (5) consecutive Trading Days immediately preceding the Trading Day immediately preceding the Second Issuance Date which is two (such price, the “Second Issuance Price”2) and (z) the closing bid price of the Common Stock on the Trading Day immediately preceding the date of this Agreement (such price, the “Closing Issuance Price”), and (ii) if the Second Issuance Price is less than Days prior to the Closing Issuance Price, additional shares of Common Stock equal to the difference between (A) $125,000 divided by the Second Issuance Price Date and (B) the arithmetic average of the Closing Sale Prices of the Common Stock for the five (5) consecutive Trading Days immediately preceding the date hereof. The issuance of the Additional Commitment Shares in such case shall be registered under the 1933 Act on the Registration Statement referred to in the first sentence of Section 4(a) hereof. The Additional Commitment Shares shall be freely transferable to the extent provided in this Agreement and the Registration Rights Agreement subject to the provisions of Section 4(f) hereof. The number of Additional Commitment Shares shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction. The "Measurement Condition" means (i) when the Company has received at least $8,000,100 from the sale of shares of Common Stock issued to the Purchaser pursuant Buyer under the Equity Purchase Agreement, (ii) at any time prior to Section 2.2(a)(iii) on the date of this Agreement; (b) on the 30th day immediately following the Effective Date end of the initial Registration Statement eighth Monthly Period (such date, as defined in the “Third Issuance Date”), Equity Purchase Agreement) when the Company has received at least $25,000 divided 6,000,000 from the sale of shares of Common Stock to the Buyer under the Equity Purchase Agreement so long as the average Conversion Price (as defined in the Equity Purchase Agreement) per share is at least equal to the Minimum Price or (iii) upon termination by the closing bid price Company of the Common Stock on Equity Purchase Agreement if the Trading Day immediately preceding Company terminates the Third Issuance Date; (c) on Equity Purchase Agreement at any time prior to the 60th day immediately following the Effective Date end of the initial Registration Statement (such date, the “Fourth Issuance Date”), $25,000 divided by the closing bid price eighth Monthly Period for any reason other than solely as a result of a material breach or material default of the Common Stock on Buyer's obligations thereunder. Such $6,000,000 shall be reduced by $750,000 (less the Trading Day immediately preceding amount actually converted for such Monthly Period) for every Monthly Period during which a Conversion Suspension Notice (as defined in the Fourth Issuance Date; and (dEquity Purchase Agreement) on is in effect. The "Minimum Price" means at the 90th day immediately following the Effective Date option of the initial Registration Statement Buyer either: (such date1) $4.00, the “Fifth Issuance Date”), or (2) an average of $25,000 divided by the closing bid price 3.00 for Conversion Shares issued during Monthly Periods one through four and an average of the Common Stock on the Trading Day immediately preceding the Fifth Issuance Date$5.00 for Conversion Shares issued during Monthly Periods five through eight. All such shares issuable pursuant to this Section 4.16 shall be delivered to the DTC account specified by the Purchaser in writing to the Companyii.

Additional Commitment Shares. In further consideration for agreeing the Investor’s execution and delivery of this Agreement, on the Trading Day on which the Company shall have received from the Investor aggregate gross cash proceeds equal to $10,000,000 from the payment by the Investor to the terms Company of the Aggregate Initial Purchase Price for all Initial Purchase Shares theretofore purchased by the Investor in the Initial Purchase on the Closing Date and from the payment by the Investor to the Company of the aggregate of all VWAP Purchase Prices for all VWAP Purchase Share Amounts theretofore purchased by the Investor in all prior VWAP Purchases pursuant to this Agreement and no additional consideration at such time of issuance(the “Additional Commitment Share Trigger Date”), the Company shall deliver irrevocable instructions to the PurchaserTransfer Agent to electronically transfer to the Investor or its designee(s), a number of shares of Common Stock equal to: not later than 4:00 p.m. (aNew York City time) on the Effective Date of the initial Registration Statement (such date, the “Second Issuance Date”) (i) $50,000 divided by the lesser of (y) closing bid price of the Common Stock on the Trading Day immediately preceding following the Second Issuance Date (Additional Commitment Share Trigger Date, such price, the “Second Issuance Price”) and (z) the closing bid price number of the Common Stock on the Trading Day immediately preceding the date of this Agreement (such price, the “Closing Issuance Price”), and (ii) if the Second Issuance Price is less than the Closing Issuance Price, additional shares of Common Stock as shall equal to the difference between quotient obtained by dividing (AX) $125,000 divided 100,000 by the Second Issuance Price and (BY) the number of shares of Common Stock issued to the Purchaser pursuant to Section 2.2(a)(iii) on the date of this Agreement; (b) on the 30th day immediately following the Effective Date arithmetic average of the initial Registration Statement (such date, the “Third Issuance Date”), $25,000 divided by the closing bid price VWAPs of the Common Stock on for the ten (10) consecutive Trading Day immediately preceding period including such Additional Commitment Share Trigger Date (the Third Issuance Date; “Additional Commitment Shares”) (cprovided that the number of Additional Commitment Shares issuable to the Investor hereunder shall not exceed 200,000 Additional Commitment Shares), as DWAC Shares by crediting the Investor's or its designee(s) on account at DTC through its Deposit/Withdrawal at Custodian (DWAC) system, all of which Additional Commitment Shares. For the 60th day immediately following the Effective Date avoidance of doubt, all of the initial Additional Commitment Shares shall be fully earned as of the Additional Commitment Share Trigger Date, regardless of whether any further VWAP Purchase Notices are issued by the Company or settled hereunder and regardless of any subsequent termination of this Agreement. The Additional Commitment Shares shall constitute Registrable Securities and the Company shall include the maximum of 200,000 Additional Commitment Shares 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 filed with the Commission prior to the Additional Commitment Share Trigger Date (such dateit being acknowledged and agreed that with respect to any New Registration Statement and any post-effective amendment thereto filed with the Commission on or after the Additional Commitment Share Trigger Date, the “Fourth Issuance Date”), $25,000 divided by the closing bid price of the Common Stock on the Trading Day immediately preceding the Fourth Issuance Date; and (d) on the 90th day immediately following the Effective Date of the initial Company shall include in such New Registration Statement (such dateand any post-effective amendment thereto, and the Prospectus included therein, the “Fifth Issuance Date”), $25,000 divided by actual number of Additional Commitment Shares to be issued to the closing bid price of the Common Stock on the Trading Day immediately preceding the Fifth Issuance Date. All such shares issuable Investor pursuant to this Section 4.16 shall be delivered to 10.1(ii)(b)), in each case in accordance with this Agreement and the DTC account specified by the Purchaser in writing to the CompanyRegistration Rights Agreement.

Additional Commitment Shares. In further consideration for agreeing to the terms Investor’s execution and delivery of this Agreement Agreement, on the earlier of (i) the date that is thirty (30) days following the closing of the Company’s first public offering of Common Stock or Common Stock Equivalents following the date hereof (or, if such date is not a Trading Day, the first Trading Day immediately following such date) and no additional consideration at such time of issuance(ii) October 16, 2023 (the “Additional Commitment Share Trigger Date”), the Company shall deliver irrevocable instructions to the PurchaserTransfer Agent to electronically transfer to the Investor or its designee(s), a number of shares of Common Stock equal to: not later than 4:00 p.m. (aNew York City time) on the Effective Date of the initial Registration Statement (such date, the “Second Issuance Date”) (i) $50,000 divided by the lesser of (y) closing bid price of the Common Stock on the Trading Day immediately preceding following the Second Issuance Date (Additional Commitment Share Trigger Date, such price, the “Second Issuance Price”) and (z) the closing bid price number of the Common Stock on the Trading Day immediately preceding the date of this Agreement (such price, the “Closing Issuance Price”), and (ii) if the Second Issuance Price is less than the Closing Issuance Price, additional shares of Common Stock as shall equal to the difference between quotient obtained by dividing (AX) $125,000 divided 440,000 by the Second Issuance Price and (BY) the number of shares of Common Stock issued to the Purchaser pursuant to Section 2.2(a)(iii) on the date of this Agreement; (b) on the 30th day immediately following the Effective Date arithmetic average of the initial Registration Statement (such date, the “Third Issuance Date”), $25,000 divided by the closing bid price VWAPs of the Common Stock on for the ten (10) consecutive Trading Day immediately preceding period including such Additional Commitment Share Trigger Date (the Third Issuance Date; “Additional Commitment Shares”) (cprovided that the number of Additional Commitment Shares issuable to the Investor hereunder shall not exceed 5,244,994 Additional Commitment Shares), as DWAC Shares by crediting the Investor’s or its designee(s) on account at DTC through its Deposit/Withdrawal at Custodian (DWAC) system. For the 60th day immediately following the Effective Date avoidance of doubt, all of the initial Additional Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any further Purchase Notices are issued by the Company or settled hereunder and regardless of any subsequent termination of this Agreement. The Additional Commitment Shares shall constitute Registrable Securities and the Company shall include the maximum of 5,244,994 Additional Commitment Shares 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 filed with the Commission prior to the Additional Commitment Share Trigger Date (such dateit being acknowledged and agreed that with respect to any New Registration Statement and any post-effective amendment thereto filed with the Commission on or after the Additional Commitment Share Trigger Date, the “Fourth Issuance Date”), $25,000 divided by the closing bid price of the Common Stock on the Trading Day immediately preceding the Fourth Issuance Date; and (d) on the 90th day immediately following the Effective Date of the initial Company shall include in such New Registration Statement (such dateand any post-effective amendment thereto, and the Prospectus included therein, the “Fifth Issuance Date”), $25,000 divided by actual number of Additional Commitment Shares to be issued to the closing bid price of the Common Stock on the Trading Day immediately preceding the Fifth Issuance Date. All such shares issuable Investor pursuant to this Section 4.16 shall be delivered to 10.1(ii)(b)), in each case in accordance with this Agreement and the DTC account specified by the Purchaser in writing to the CompanyRegistration Rights Agreement.