Initial Commitment Fee. [[Organization B:Organization]] shall have issued to [[Organization A:Organization]] the Commitment Shares, or shall have paid the Initial Commitment Fee in cash (or any combination thereof), and shall have paid the initial structuring fee and legal fee, each in accordance with Section 11.04.

Section # Commitment and Structuring Fee. Each of the parties shall pay its own fees and expenses (including the fees of any attorneys, accountants, appraisers or others engaged by such party) in connection with this Agreement and the transactions contemplated hereby, except that [[Organization B:Organization]] shall pay to [[Organization A:Organization]] a structuring fee in the amount of $25,000, which has been paid prior to the date hereof, and a legal fee in the amount of $25,000, which will be paid upon execution of this Agreement. [[Organization B:Organization]] shall pay a commitment fee to [[Organization A:Organization]] in the form of Common Shares with an aggregate market value equal to $300,000 (the “Initial Commitment Fee”), the market value of which shall be determined based on the closing price of the Common Stock on the date the Registration Statement is filed with the SEC (the “Commitment Shares”); provided, however, that [[Organization B:Organization]] may, in its sole discretion, elect to pay any portion of the Initial Commitment Fee in cash, so long as such amount is paid on or prior to the day of filing of the Registration Statement, and the amount of the Initial Commitment Fee paid in cash by [[Organization B:Organization]] shall be entitled to a twenty-five percent (25%) discount; provided, further, that upon the earlier of # twelve (12) months from the date of execution of this Agreement and # the purchase of Common Shares with an aggregate value of fifteen million dollars ($15,000,000) by [[Organization A:Organization]] by means of Purchases Notices issued pursuant to this Agreement, [[Organization B:Organization]] shall pay $200,000 in cash to [[Organization A:Organization]] (the “Final Commitment Fee”). For the avoidance of doubt, the remaining portion of the Initial Commitment Fee not paid in cash (if any) shall be paid in Common Shares and shall not be entitled to any discount. The Commitment Shares issuable hereunder shall be included on the initial Registration Statement and [[Organization B:Organization]] shall be required to promptly file additional registration statements for the issuance of additional Common Shares necessary to satisfy the Commitment Fee amount. The Commitment Shares shall be issued to [[Organization A:Organization]] within five (5) Trading Days of the date of filing of the initial Registration Statement required pursuant to the Registration Rights Agreement. The Initial Commitment Fee and the Final Commitment Fee shall be fully earned and non-refundable, regardless of whether any Purchase Notices are made or settled hereunder or any subsequent termination of this Agreement.