Common use of Exchange Commitments Clause in Contracts

Exchange Commitments. Subject to the terms and conditions of this Agreement, on the Closing Date (as hereinafter defined), (a) the Company will issue to Lender (or its nominee(s)) the aggregate number of Common Shares (the “Acquired Shares”) equal to the Discharged Debt divided by $0.50 (the “Purchase Consideration”), and, in exchange, Lender will release the Company from any obligations with respect to the Discharged Debt evidencing payment and satisfaction in full of the Discharged Debt for the receipt of the Acquired Shares. The actions described in subparts (a) and (b), collectively, are referred to as the “Exchange”. Furthermore, if the average VWAP for the 10 Trading Days (the “10-Day VWAP”) for the trading days prior to January 15, 2025 is lower than $0.50, the Company is also required to make a “make whole payment” in cash or Common Shares, at the Company’s election, determined as follows: The “make whole payment” or number of “make whole shares” shall equal the difference between (i) the number of Common Shares calculated at the Purchase Consideration divided by the 10-Day VWAP and (B) the number of Common Shares calculated at the Purchase Consideration divided by $0.50. In the event that the Company elects to settle any shortfall in cash, it shall pay an amount equal to the number of make whole shares multiplied by the 10-Day VWAP.

Exchange Commitments. Subject to the terms and conditions of this Agreement, on the Closing Date (as hereinafter defined), (a) the Company will issue to Lender (or its nominee(s)) the aggregate number of Common Shares (the “Acquired Shares”) equal to the Discharged Debt divided by $0.50 (the “Purchase Consideration”), and, in exchange, Lender will release the Company from any obligations with respect to the Discharged Debt evidencing payment and satisfaction in full of the Discharged Debt for the receipt of the Acquired Shares. The actions described in subparts (a) and (b), collectively, are referred to as the “Exchange”. Furthermore, if the average VWAP for the 10 Trading Days (the “10-Day VWAP”) for the trading days prior to January 15, 2025 is lower than $0.50, the Company is also required to make a “make whole payment” in cash or Common Shares, at the Company’s election, determined as follows: The “make whole payment” or number of “make whole shares” shall equal the difference between (i) the number of Common Shares calculated at the Purchase Consideration divided by the 10-Day VWAP and (B) the number of Common Shares calculated at the Purchase Consideration divided by $0.50. In the event that the Company elects to settle any shortfall in cash, it shall pay an amount equal to the number of make whole shares multiplied by the 10-Day VWAP.