Commitment fee

The Purchase Agreement, the Purchaser Note and all of the other Transaction Documents, in each case as amended hereby, shall remain in full force and effect and are hereby ratified and confirmed, including, without limitation, with respect to the Commitment Fee Shares and Modification Fee Shares, (a) the terms and conditions under the Transaction Documents with respect to the Commitment Fee Shares and Modification Fee Shares and (b) the Company's obligations under the Transaction Documents with respect to the Commitment Fee Shares and Modification Fee Shares.

“Commitment Increase Structuring Fee” has the meaning set forth in Administrative Agent Fee Letter.

Section # Commitment Fee; Reduction and Increase of Aggregate Commitment; Extension of Termination Date.

Interest and Fee Basis; Applicable Eurocurrency Margin, Applicable Floating Rate Margin, Applicable L/C Fee Percentage and Applicable Commitment Fee Percentage.

The Borrower shall pay to the Administrative Agent for the ratable account of each Lender an unused commitment fee (“Unused Commitment Fee”) equal to the product of: the aggregate of the daily average amounts of such Lender’s Unused Commitment, times # a per annum percentage equal to 0.625%, if the Unused Commitment amounts to more than 50% of the Revolver Commitment or # a per annum percentage equal to 0.300%, if the Unused Commitment is 50% or less of the Revolver Commitment. Such Unused Commitment Fee shall accrue from the Restatement Date to but excluding the Termination Date. Unused Commitment Fees shall be determined quarterly in arrears and shall be payable on each Quarterly Payment Date and on the Termination Date; provided that should the Revolver Commitments be terminated at any time prior to the Termination Date for any reason, the entire accrued Unused Commitment Fee shall be paid on the date of such termination. Any such Unused Commitment Fee following the Restatement Date until the first Quarterly Payment Date shall be prorated according to the number of days this Agreement was in effect during such Fiscal Quarter. For purposes of calculating the Unused Commitment Fee, Swing Advances shall not be considered usage of the Revolver Commitment.

The commitment fee is payable quarterly in arrear during the Availability Period and on the last day of the Availability Period. Accrued commitment fee is also payable to the Facility Agent for a Lender on the date its Commitment is cancelled in full.

“Unused Commitment Fee Rate” has the meaning given to such term in the Fee Letter.

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.

“Commitment Fee” has the meaning specified in [Section 2.09(a)].