Purchase Notice. At any time during the Commitment Period, [[Organization B:Organization]] may require [[Organization A:Organization]] to purchase Shares by delivering a Purchase Notice to [[Organization A:Organization]], subject to the satisfaction or waiver by [[Organization A:Organization]] of the conditions set forth in [Annex II]. [[Organization B:Organization]] shall, in its sole discretion, select the number of Shares, not to exceed the Maximum Purchase Amount (unless otherwise agreed to in writing by [[Organization B:Organization]] and [[Organization A:Organization]]), it desires to issue and sell to [[Organization A:Organization]] in each Purchase Notice and the Pricing Period to be used. There shall be no non-usages fee for not utilizing the Commitment Amount or any part thereof. Notwithstanding the foregoing, [[Organization B:Organization]] shall not deliver any Purchase Notices during the PEA Period.

Section # Share Purchases. Upon the terms and subject to the conditions of this Agreement, during the Commitment Period, [[Organization B:Organization]], at its sole discretion, shall have the right, but not the obligation, to issue and sell to [[Organization A:Organization]], and [[Organization A:Organization]] shall subscribe for and purchase from [[Organization B:Organization]], Shares by the delivery to [[Organization A:Organization]] of Purchase Notices on the following terms: