Common use of Initial Commitment Fee Clause in Contracts

Initial Commitment Fee. In consideration for the Investor’s execution and delivery of this Agreement, at any time after June 30, 2025 selected by the Company but in no case after August 8, 2025 (such date, the “Initial Commitment Fee Trigger Date”), the Company shall either (A) pay to the Investor, by wire transfer of immediately available funds to an account designated by the Investor, an amount in cash equal to $500,000, (B) cause to be issued to the Investor a number of shares of Common Stock that collectively have a total value equal to $500,000 (such number of shares calculated as set forth below), or (C) pay to the Investor (by wire transfer of immediately available funds to an account designated by the Investor) and cause to be issued to the Investor a combination of an amount in cash and a number of shares of Common Stock (such number of shares calculated as set forth below) that collectively have a combined total value equal to $500,000 (the “Initial Commitment Fee” and any cash amount that is paid by the Company to the Investor as part of the Initial Commitment Fee pursuant hereto, the “Initial Cash Commitment Fee” and any shares of Common Stock issued by the Company to the Investor as part of the Initial Commitment Fee pursuant hereto, the “Initial Commitment Shares”). If any Initial Commitment Shares are to be issued hereunder, such Initial Commitment Shares (I) shall have a per share value equal to the lower of (a) $0.311 and (b) such dollar amount equal to ninety-seven percent (97%) of the lower of (1) the lowest Sale Price on the Initial Commitment Fee Trigger Date and (2) the arithmetic average of the three (3) lowest Closing Sale Prices for the Common Stock during the ten (10) consecutive Business Days ending on the Business Day immediately preceding Initial Commitment Fee Trigger Date (in each case, to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction that occurs on or after the date of this Agreement), (II) shall be included in a Registration Statement to be filed by the Company with and declared effective by the SEC pursuant to this Agreement and the Registration Rights Agreement on or prior to the Initial Commitment Fee Trigger Date registering under the Securities Act the resale by the Investor of such Initial Commitment Shares that may be issued to the Investor hereunder (it being hereby acknowledged and agreed that (x) no shares of Common Stock may be issued to the Investor as Initial Commitment Shares hereunder if such shares are not included in a Registration Statement (and designated therein as Initial Commitment Shares that may be issued to the Investor pursuant to this Agreement) that is filed by the Company with and declared effective by the SEC on or before the Initial Commitment Fee Trigger Date and (y) to the extent any portion of the Initial Commitment Fee is not paid to the Investor by the issuance of Initial Commitment Shares (valued in accordance with clause (I) above) pursuant to and in accordance with this Section 5(e)(1), the full remaining balance of the Initial Commitment Fee payable to the Investor hereunder shall be paid by the Company to the Investor in cash as the Initial Cash Commitment Fee (at such time and in the manner set forth herein), and (III) shall be received by the Investor as DWAC Shares not later than 10:00 a.m. (New York City time) on the Business Day next following the Initial Commitment Fee Trigger Date. On the Initial Commitment Fee Trigger Date, if any Initial Commitment Shares are to be issued 1 Such amount representing the average of the Closing Sale Prices of the Common Stock for the 10 consecutive Business Days ending on the Business Day immediately prior to June 3, 2025 (the date of the Term Sheet). hereunder, the Company shall deliver to the Transfer Agent the Irrevocable Transfer Agent Instructions with respect to the issuance of such number of Initial Commitment Shares that are to be issued hereunder. For the avoidance of doubt, the entire Initial Commitment Fee shall be fully earned as of the date of this Agreement, whether or not the Commencement shall occur or any Purchase Shares are purchased by the Investor under this Agreement and irrespective of any subsequent termination of this Agreement.