Common use of Advisory Fees Clause in Contracts

Advisory Fees. The Borrower shall pay to Lender a fee for advisory services provided by the Lender to the Borrower prior to the Effective Date in the amount of Xxx Xxxxxxx Xxxxx Xxxxxxxx xxx Xx/000 Xxxxxx Xxxxxx Dollars (US$150,000.00) (the “Advisory Fee”) by issuing to Lender two hundred percent (200%) of that number of shares of the Borrower’s Common Stock equal to the Advisory Fee. For purposes of determining the number of shares issuable to Lender under this Section 2.2(f) (the “Advisory Fee Shares”), the Borrower’s Common Stock shall be valued at price equal to eighty-five percent (85%) of the lowest volume weighted average price for the Common Stock for the five (5) Business Days immediately prior to the Effective Date (the “Valuation Date”), as reported by Bloomberg (the “VWAP”). The Lender shall confirm to the Borrower in writing, the VWAP for the Common Stock as of the Valuation Date, and the corresponding number of Advisory Fee Shares issuable to the Lender based on such price. The Borrower shall instruct its transfer agent (the “Transfer Agent”) to issue certificates representing the Advisory Fee Shares issuable to the Lender immediately upon the Borrower’s execution of this Agreement, and shall cause its Transfer Agent to deliver such certificates to Lender within five (5) Business Days from the Effective Date. In the event such certificates representing the Advisory Fee Shares issuable hereunder shall not be delivered to the Lender within said five (5) Business Day period, same shall be an immediate default under this Agreement and the other Loan Documents. The Advisory Fee Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Borrower’s Common Stock. The Advisory Fee Shares shall be deemed fully earned as of the Effective Date, regardless of the amount or number of Revolving Loans made hereunder.

Advisory Fees. The Borrower shall pay to Lender a fee for advisory services provided by the Lender to the Borrower Credit Parties prior to the Effective Date in the amount of Xxx Xxxxxxx Xxxxx Xxxxxxxx xxx Xx/000 Xxxxxx Xxxxxx Four Hundred Thousand and No/100 United States Dollars (US$150,000.00400,000.00) (the “Advisory Fee”) by issuing causing ML - Nevada to issue to Lender two one hundred percent (200100%) of that number of shares of the Borrower’s Common Stock - ML equal to the Advisory Fee. ML – Nevada acknowledges that, as the sole shareholder of the Borrower, it is receiving material benefits from the Loans. For purposes of determining the number of shares issuable to Lender under this Section 2.2(f) (the “Advisory Fee Shares”), the Borrower’s Common Stock - ML shall be valued at price equal to eighty-five percent (85%) of the lowest volume weighted average price for the Common Stock - ML for the five (5) Business Days immediately prior to the Effective Date (the “Valuation Date”), as reported by Bloomberg (the “VWAP”). The Lender shall confirm to the Borrower Credit Parties, in writing, the VWAP for the Common Stock - ML as of the Valuation Date, and the corresponding number of Advisory Fee Shares issuable to the Lender based on such price. The Borrower ML - Nevada shall instruct its transfer agent (the “Transfer Agent”) to issue certificates representing the Advisory Fee Shares issuable to the Lender immediately upon the Borrower’s Credit Parties’ execution of this Agreement, and shall cause its Transfer Agent to deliver such certificates to Lender within five three (53) Business Days from the Effective Date. In the event such certificates representing the Advisory Fee Shares issuable hereunder shall not be delivered to the Lender within said five three (53) Business Day period, same shall be an immediate default under this Agreement and the other Loan Documents. The Advisory Fee Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Borrower’s Common StockStock - ML. The Advisory Fee Shares shall be deemed fully earned as of the Effective Date, regardless of the amount or number of Revolving Loans made hereunder.

Advisory Fees. The Borrower shall pay to Lender a fee for advisory services provided by the Lender to the Borrower prior to the Effective Date in the amount of Xxx Xxxxxxx Xxxxx Xxxxxxxx xxx Xx/000 Xxxxxx Xxxxxx Three Hundred Twenty-Five Thousand and No/100 United States Dollars (US$150,000.00325,000.00) (the “Advisory Fee”) by issuing to Lender two hundred percent (200%) of that under this Section a number of shares of the Borrower’s its Common Stock equal to (the “Advisory FeeFee Shares”) as provided below. For purposes of determining the number of shares Advisory Fee Shares issuable to Lender under this Section 2.2(f) (the “Advisory Fee Shares”)Section, the Borrower’s Common Stock shall be valued at price equal to eighty-five percent (85%) of the lowest volume weighted average price for the Common Stock for the five (5) Business Days immediately prior to the Effective Date (the “Valuation Date”), as reported by Bloomberg (the “VWAP”). The Lender shall confirm to the Borrower in writing, the VWAP for the Common Stock as of the Valuation Date, and simultaneously with the corresponding closing of the Initial Loan, the Borrower shall issue to Lender a number of Advisory Fee Shares issuable equal to the Lender lesser of: (A) one hundred percent (100%) of the Advisory Fee; or (B) 4.99% of the issued and outstanding number of shares of Common Stock (the “Ownership Threshold”) as of the Effective Date, based on such priceVWAP as of the Valuation Date. The Borrower shall instruct its transfer agent (the “Transfer Agent”) to issue certificates representing the Advisory Fee Shares issuable to the Lender immediately upon the Borrower’s execution of this Agreement, and shall cause its Transfer Agent to deliver such certificates to Lender within five three (53) Business Days from the Effective Date. In the event such certificates representing the Advisory Fee Shares issuable hereunder shall not be delivered to the Lender within said five three (53) Business Day period, same shall be an immediate default under this Agreement and the other Loan Documents. The Advisory Fee Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Borrower’s Common Stock. The Advisory Fee Shares shall be deemed fully earned as of the Effective Date, regardless of the amount or number of Revolving Loans made hereunder. Subject at all times to the adjustment provision in Section 2.5(f)(i) below, in the event the number of Advisory Fee Shares issued to Lender under this Section is based on Subsection (B) of this paragraph, then at any time the number of shares of Common Stock owned by Lender falls below the Ownership Threshold (whether as a result of Lender selling Advisory Fee Shares, or otherwise), Lender shall have the unconditional right to request that Borrower issue additional Advisory Fee Shares to Lender, up to the Ownership Threshold, until the Borrower has issued to Lender the number of Advisory Fee Shares required by Subsection (A) of this paragraph, and in such event, Borrower shall instruct its Transfer Agent to deliver such additional Advisory Fee Shares to Lender in the same manner as required by this Section. Notwithstanding anything contained in this Agreement to the contrary, in the event that Borrower pays Lender all of the outstanding Obligations on or before June 7, 2015, the Advisory Fee shall be reduced to Two Hundred Ninety-Two Thousand Five Hundred and No/100 United States Dollars (US$292,500.00).

Advisory Fees. The Borrower shall pay to Lender a fee for advisory services provided by the Lender to the Borrower prior to the Effective Date in the amount of Xxx Xxxxxxx Xxxxx Xxxxxx-Xxxx Xxxxxxxx xxx Xx/000 Xxxxxx Xxxxxx Dollars (US$150,000.00125,000.00) (the “Advisory Fee”) by issuing to Lender two hundred percent Lender, on the Effective Date, three (200%3) of that number of shares of convertible promissory notes in the Borrower’s Common Stock equal to the Advisory Fee. For purposes of determining the number of shares issuable to Lender under this Section 2.2(f) form attached hereto as Exhibit “H” (the “Advisory Fee SharesNotes”), the Borrower’s Common Stock shall be valued at price equal to eighty-five percent (85%) each of the lowest volume weighted average price for the Common Stock for the five (5) Business Days immediately prior to the Effective Date (the “Valuation Date”), as reported by Bloomberg (the “VWAP”). The Lender shall confirm to the Borrower in writing, the VWAP for the Common Stock as of the Valuation Date, and the corresponding number of Advisory Fee Shares issuable to the Lender based on such price. The Borrower shall instruct its transfer agent (the “Transfer Agent”) to issue certificates representing the Advisory Fee Shares issuable Notes having an original principal balance of $41,666.67 and otherwise due on the earlier to occur of: (A) the Lender immediately upon the Borrower’s execution twelve (12) month anniversary of this Agreement, and shall cause its Transfer Agent to deliver such certificates to Lender within five (5) Business Days from the Effective Date. In ; (B) the event such certificates representing occurrence of an Event of Default; or (C) the Advisory Fee Shares issuable hereunder shall not be delivered to the Lender within said five (5) Business Day period, same shall be an immediate default under this Agreement and the other Revolving Loan DocumentsMaturity Date. The Advisory Fee Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Borrower’s Common Stock. The Advisory Fee Shares Notes shall be deemed fully earned as of the Effective Date, regardless of the amount or number of Revolving Loans made hereunder. Notwithstanding anything contained in this Section to the contrary, the Borrower shall have the right to redeem the Advisory Fee Notes then in the Lender’s possession for an amount payable by the Borrower to Lender in cash equal to the Advisory Fee, less any net cash proceeds received by the Lender from any prior sales of the Advisory Fee Notes, if any. The Borrower’s obligation to pay the Advisory Fee contemplated by this Section 2.2(f), whether through payment of the Advisory Fee Notes when due, or otherwise, shall be an Obligation hereunder, secured by all Loan Documents, and failure by the Borrower to pay such Advisory Fee in full as required by this Section 2.2(f) shall be an immediate Event of Default hereunder and under the other Loan Documents. In the event the Lender elects to increase the Revolving Loan Commitment as permitted by this Agreement, the Borrower agrees to pay additional advisory fees to Lender either in cash or in a similar manner as set forth in this Section 2.2(f) through the issuance of additional Advisory Fee Notes, at Lender’s sole discretion, in an amount to be mutually agreed upon between Lender and Borrower.

Advisory Fees. The Borrower shall pay to Lender a fee for advisory services provided by the Lender to the Borrower prior to the Effective Date in the amount of Xxx Xxxxxxx Xxxxx Xxxxxx-Xxx Xxxxxxxx xxx Xx/000 Xxxxxx Xxxxxx Dollars (US$150,000.00126,000.00) (the “Advisory Fee”) by issuing to Lender two hundred percent (200%) of that under this Section a number of shares of the Borrower’s Common Stock equal to (the “Advisory FeeFee Shares”) as provided below. For purposes of determining the number of shares Advisory Fee Shares issuable to Lender under this Section 2.2(f) (the “Advisory Fee Shares”)Section, the Borrower’s Common Stock shall be valued at price equal to eighty-five percent (85%) of the lowest volume weighted average price for the Common Stock for the five (5) Business Days immediately prior to the Effective Date (the “Valuation Date”), as reported by Bloomberg (the “VWAP”). The Lender shall confirm to the Borrower in writing, the VWAP for the Common Stock as of the Valuation Date, and simultaneously with the corresponding closing of the Initial Loan, the Borrower shall issue to Lender a number of Advisory Fee Shares issuable equal to the Lender lesser of: (A) one hundred percent (100%) of the Advisory Fee; or (B) 4.99% of the issued and outstanding number of shares of Common Stock (the “Ownership Threshold”) as of the Effective Date, based on such priceVWAP as of the Valuation Date. The Borrower shall instruct its transfer agent (the “Transfer Agent”) to issue certificates representing the Advisory Fee Shares issuable to the Lender immediately upon the Borrower’s execution of this Agreement, and shall cause its Transfer Agent to deliver such certificates to Lender within five three (53) Business Days from the Effective Date. In the event such certificates representing the Advisory Fee Shares issuable hereunder shall not be delivered to the Lender within said five three (53) Business Day period, same shall be an immediate default under this Agreement and the other Loan Documents. The Advisory Fee Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Borrower’s Common Stock. The Advisory Fee Shares shall be deemed fully earned as of the Effective Date, regardless of the amount or number of Revolving Loans made hereunder.. Subject at all times to the adjustment provision in Section 2.5(f)(i) below, in the event the number of Advisory Fee Shares issued to Lender under this Section is based on Subsection (B) of this paragraph, then at any time the number of shares of Common Stock owned by Lender falls below the Ownership Threshold (whether as a result of Lender selling Advisory Fee Shares, or otherwise), Lender shall have the unconditional right to request that Borrower issue additional Advisory Fee Shares to Lender, up to the Ownership Threshold, until the Borrower has issued to Lender the number of Advisory Fee Shares required by Subsection (A) of this paragraph, and in such event, Borrower shall instruct its Transfer Agent to deliver such additional Advisory Fee Shares to Lender in the same manner as required by this Section..

Advisory Fees. The Borrower shall pay to Lender a fee for advisory services provided by the Lender to the Borrower prior to the Effective Date in the amount of Xxx Xxxxxxx Xxxxx Xxxxxxxx xxx Xx/000 Xxxxxx Xxxxxx Dollars (US$150,000.00) (the “Advisory Fee”) by issuing to Lender two one hundred percent (200100%) of that number of shares of the Borrower’s Common Stock equal to a dollar amount of Xxx Xxxxxxx Xxxxxx-Xxxx Xxxxxxxx xxx Xx/000 Xxxxxx Xxxxxx Dollars (US$125,000.00) (the Advisory Fee“Share Value”). For purposes of determining the number of shares issuable to Lender under this Section 2.2(f) (the “Advisory Fee Shares”), the Borrower’s Common Stock shall be valued at price equal to eighty-five percent (85%) of the lowest volume weighted average price for the Common Stock for the five (5) Business Days immediately prior to the Effective Date (the “Valuation Date”), as reported by Bloomberg (the “VWAP”). The Lender shall confirm to the Borrower in writing, the VWAP for the Common Stock as of the Valuation Date, and the corresponding number of Advisory Fee Shares issuable to the Lender based on such price. The Borrower shall instruct its transfer agent (the “Transfer Agent”) to issue certificates representing the Advisory Fee Shares issuable to the Lender immediately upon the Borrower’s execution of this Agreement, and shall cause its transfer agent (the “Transfer Agent Agent”) to deliver such certificates to Lender within five three (53) Business Days from the Effective Date. In the event such certificates representing the Advisory Fee Shares issuable hereunder shall not be delivered to the Lender within said five three (53) Business Day period, same shall be an immediate default under this Agreement and the other Loan Documents. The Advisory Fee Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Borrower’s Common Stock. The Advisory Fee Shares shall be deemed fully earned as of the Effective Date, regardless of the amount or number of Revolving Loans made hereunder.

Advisory Fees. The Borrower shall pay to Lender a fee for advisory services provided by the Lender to the Borrower prior to the Effective Date date of this Amendment in the amount of Xxx Xxxxxxx Xxxxx Xxxxxxxx xxx Xx/000 Xxxxxx Xxxxxx Five Hundred Thousand and No/100 United States Dollars (US$150,000.00500,000.00) (the “"Third Amendment Advisory Fee”") by issuing to Lender two hundred percent (200%) of that number of under this Section 8 shares of the Borrower’s Common 's Series ___ Preferred Stock equal to the Advisory Fee. For purposes of determining the number of shares issuable to Lender under this Section 2.2(f) (the “"ThirdAmendment Advisory Fee Shares”"), the Borrower’s Common Stock shall be valued at price equal to eighty-five percent (85%) of the lowest volume weighted average price for the Common Stock for the five (5) Business Days immediately prior to the Effective Date (the “Valuation Date”), as reported by Bloomberg (the “VWAP”). The Lender shall confirm to the Borrower in writing, the VWAP for the Common Stock as of the Valuation Date, and the corresponding number of Advisory Fee Shares issuable to the Lender based on such price. The Borrower shall instruct its transfer agent (the “Transfer Agent”) Agent to issue certificates representing the Third Amendment Advisory Fee Shares issuable to the Lender immediately upon the Borrower’s 's execution of this AgreementAmendment, and shall cause its Transfer Agent to deliver such certificates to Lender within five (5) Business Days from the Effective Datedate this Amendment is executed by Borrower. In the event such certificates representing the Third Amendment Advisory Fee Shares issuable hereunder shall not be delivered to the Lender within said five (5) Business Day period, same shall be an immediate default under this Agreement Amendment and the other Loan Documents. The Third Amendment Advisory Fee Shares, and any Series ____ Conversion Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Borrower’s 's Series ____ Preferred Stock or the Borrower's Common Stock, as applicable. The Third Amendment Advisory Fee Shares shall be deemed fully earned as of the Effective Date, regardless date of the amount or number execution of Revolving Loans made hereunderthis Amendment.

Advisory Fees. The Borrower shall pay to Lender a fee for advisory services provided by the Lender to the Borrower prior to the Effective Date in the amount of Xxx Xxxxxxx Xxxxx Xxxxxxxx xxx Xx/000 Xxxxxx Xxxxxx Eight Hundred Fifty Thousand and No/100 United States Dollars (US$150,000.00850,000.00) (the “Advisory Fee”) by issuing to Lender two one hundred percent (200100%) of that number of shares of the Borrower’s Common Stock equal to the Advisory Fee. For purposes of determining the number of shares issuable to Lender under this Section 2.2(f) (the “Advisory Fee Shares”), the Borrower’s Common Stock shall be valued at price equal to eighty-five percent (85%) of the lowest volume weighted average price for the Common Stock for the five (5) Business Days immediately prior to the Effective Date (the “Valuation Date”), as reported by Bloomberg (the “VWAP”). The Lender shall confirm to the Borrower in writing, the VWAP for the Common Stock as of the Valuation Date, and simultaneously with the corresponding closing of the Initial Loan, the Borrower shall issue to Lender a number of Advisory Fee Shares issuable equal to the Lender lesser of: (A) one hundred percent (100%) of the Advisory Fee; or (B) 4.99% of the issued and outstanding number of shares of Common Stock (the “Ownership Threshold”) as of the Effective Date, based on such priceVWAP as of the Valuation Date. The Borrower shall instruct its transfer agent (the “Transfer Agent”) to issue certificates representing the Advisory Fee Shares issuable to the Lender immediately upon the Borrower’s execution of this Agreement, and shall cause its Transfer Agent to deliver such certificates to Lender within five three (53) Business Days from the Effective Date. In the event such certificates representing the Advisory Fee Shares issuable hereunder shall not be delivered to the Lender within said five three (53) Business Day period, same shall be an immediate default under this Agreement and the other Loan Documents. The Advisory Fee Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Borrower’s Common Stock. The Advisory Fee Shares shall be deemed fully earned as of the Effective Date, regardless of the amount or number of Revolving Loans made hereunder.. Subject at all times to the adjustment provision in Section 2.5(f)(i) below, in the event the number of Advisory Fee Shares issued to Lender under this Section is based on Subsection (B) of this paragraph, then at any time the number of shares of Common Stock owned by Lender falls below the Ownership Threshold (whether as a result of Lender selling Advisory Fee Shares, or otherwise), Lender shall have the unconditional right to request that Borrower issue additional Advisory Fee Shares to Lender, up to the Ownership Threshold, until the Borrower has issued to Lender the number of Advisory Fee Shares required by Subsection (A) of this paragraph, and in such event, Borrower shall instruct its Transfer Agent to deliver such additional Advisory Fee Shares to Lender in the same manner as required by this Section..

Advisory Fees. The Borrower shall pay to Lender a fee for advisory services provided by the Lender to the Borrower prior to the Effective Date in the amount of Xxx Xxxxxxx Xxxxx Xxxxxxxx xxx Xx/000 Xxxxxx Xxxxxx Three Million Two Hundred Thousand and No/100 United States Dollars (US$150,000.003,200,000.00) (the “Advisory Fee”) by issuing to Lender two hundred percent (200%) of that number of shares of the Borrower’s Common Series E Convertible Preferred Stock (“Series E Preferred”) equal to the Advisory Fee. For purposes of determining It is agreed that the number of shares of Series E Preferred issuable to Lender under this Section 2.2(f) shall be [●] (including any Common Stock into which the Series E Preferred is convertible, the “Advisory Fee Shares”), the Borrower’s Common Stock shall be valued at price equal to eighty-five percent (85%) of the lowest volume weighted average price for the Common Stock for the five (5) Business Days immediately prior to the Effective Date (the “Valuation Date”), as reported by Bloomberg (the “VWAP”). The Lender shall confirm to the Borrower in writing, the VWAP for the Common Stock as of the Valuation Date, and the corresponding number of Advisory Fee Shares issuable to the Lender based on such price. The Borrower shall instruct its transfer agent (the “Transfer Agent”) to issue certificates representing the Advisory Fee Shares issuable to the Lender immediately upon the Borrower’s execution of this Agreement, and shall cause its Transfer Agent to deliver such certificates to Lender within five (5) Business Days from the Effective Date. Upon conversion of the share of Series E Preferred, the Lender shall never be in possession of an amount of Common Stock greater than 4.99% of the issued and outstanding Common Stock of the Borrower provided, however that this ownership restriction described in this Section may be waived by Lender, in whole or in part, upon 61 days’ prior written notice. In the event such certificates representing the Advisory Fee Shares issuable hereunder shall not be delivered to the Lender within said five (5) Business Day period, same shall be an immediate default under this Agreement and the other Loan Documents. The Advisory Fee Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Borrower’s Common Stock. The Advisory Fee Shares shall be deemed fully earned as of the Effective Date, regardless of the amount or number of Revolving Loans made hereunder. Notwithstanding anything contained in this Section to the contrary, in the event that the Borrower has satisfied all of the Obligations owing to the Lender on or prior to ninety (90) days following the Effective Date, the Advisory Fee shall be reduced to Oxx Xxxxxxx Xxx Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxx Dollars (US$1,600,000).

Advisory Fees. The Borrower shall pay to Lender a fee for advisory services provided by the Lender to the Borrower prior to the Effective Date in the amount of Xxx Xxxxxxx Xxxxx Xxxxxxxx xxx Xx/000 Xxxxxx Xxxxxx Three Hundred Fifty Thousand and No/100 United States Dollars (US$150,000.00350,000.00) (the “Advisory Fee”) by issuing to Lender two hundred percent (200%) of that number of shares of the Borrower’s Common Stock equal to the Advisory Fee. For purposes of determining the number of shares issuable to Lender under this Section 2.2(f) (the “Advisory Fee Shares”), the Borrower’s Common Stock shall be valued at price equal to eighty-five percent (85%) of the lowest volume weighted average price for the Common Stock for the five (5) Business Days immediately prior to the Effective Date (the “Valuation Date”), as reported by Bloomberg (the “VWAP”). The Lender shall confirm to the Borrower in writing, the VWAP for the Common Stock as of the Valuation Date, and the corresponding number of Advisory Fee Shares issuable to the Lender based on such price. The Borrower shall instruct its transfer agent (the “Transfer Agent”) to issue certificates representing the Advisory Fee Shares issuable to the Lender immediately upon the Borrower’s execution of this Agreement, and shall cause its Transfer Agent to deliver such certificates to Lender within five three (53) Business Days from the Effective Date. In the event such certificates representing the Advisory Fee Shares issuable hereunder shall not be delivered to the Lender within said five three (53) Business Day period, same shall be an immediate default under this Agreement and the other Loan Documents. The Advisory Fee Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Borrower’s Common Stock. The Advisory Fee Shares shall be deemed fully earned as of the Effective Date, regardless of the amount or number of Revolving Loans made hereunder.

Advisory Fees. The Borrower shall pay to Lender a fee for advisory services provided by the Lender to the Borrower prior to the Effective Date in the amount of Xxx Xxxxxxx Xxxxx Xxxxxxxx xxx Xx/000 Xxxxxx Xxxxxx Five Million and No/100 United States Dollars (US$150,000.005,000,000.00) (the “Advisory Fee”) by issuing ), which Advisory Fee shall be paid to Lender two hundred percent (200%) through a combination of that number cash payments from Borrower to Lender, and through Dollars generated by Lender from the sale of Series A Conversion Shares, all as more specifically set forth below. In this regard, on the Effective Date, Borrower shall issue to Lender, 9,500,000 shares of the Borrower’s Common Series A Preferred Stock equal to the Advisory Fee. For purposes of determining the number of shares issuable to Lender under this Section 2.2(f) (the “Advisory Fee Shares”), the Borrower’s Common Stock shall be valued at price equal to eighty-five percent (85%) of the lowest volume weighted average price for the Common Stock for the five (5) Business Days immediately prior to the Effective Date (the “Valuation Date”), as reported by Bloomberg (the “VWAP”). The Lender shall confirm to the Borrower in writing, the VWAP for the Common Stock as of the Valuation Date, and the corresponding number of Advisory Fee Shares issuable to the Lender based on such price. The Borrower shall instruct its transfer agent (the “Transfer Agent”) to issue certificates representing the Advisory Fee Shares issuable to the Lender immediately upon the Borrower’s execution of this Agreement, and shall cause its Transfer Agent to deliver such certificates to Lender within five seven (57) Business Days from the Effective Date. In the event such certificates representing the Advisory Fee Shares issuable hereunder shall not be delivered to the Lender within said five seven (57) Business Day period, same shall be an immediate default under this Agreement and the other Loan Documents. The Advisory Fee Shares, and any Series A Conversion Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Borrower’s Series A Preferred Stock or the Borrowers’ Common Stock, as applicable. The Advisory Fee Shares shall be deemed fully earned as of the Effective Date, regardless of the amount or number of Revolving Loans made hereunder, and regardless of whether all or any portion of the Withheld Amount is disbursed by Lender.

Advisory Fees. The Borrower shall pay to Lender a fee for advisory services provided by the Lender to the Borrower prior to the Effective Date in the amount of Xxx Xxxxxxx Xxxxx Xxxxxxxx xxx Xx/000 Xxxxxx Xxxxxx Four Hundred Fifty Thousand and No/100 United States Dollars (US$150,000.00450,000.00) (the “Advisory Fee”) by issuing to Lender two one hundred percent (200100%) of that number of shares of the Borrower’s Common Stock equal to the Advisory Fee. For purposes of determining the number of shares issuable to Lender under this Section 2.2(f) (the “Advisory Fee Shares”), the Borrower’s Common Stock shall be valued at price equal to eighty-five percent (85%) of the lowest volume weighted average price for the Common Stock for the five (5) Business Days immediately prior to the Effective Date (the “Valuation Date”), as reported by Bloomberg (the “VWAP”). The Lender shall confirm to the Borrower in writing, the VWAP for the Common Stock as of the Valuation Date, and the corresponding number of Advisory Fee Shares issuable to the Lender based on such price. The Borrower shall instruct its transfer agent (the “Transfer Agent”) to issue certificates representing the Advisory Fee Shares issuable to the Lender immediately upon the Borrower’s execution of this Agreement, and shall cause its Transfer Agent to deliver such certificates to Lender within five three (53) Business Days from the Effective Date. In the event such certificates representing the Advisory Fee Shares issuable hereunder shall not be delivered to the Lender within said five three (53) Business Day period, same shall be an immediate default under this Agreement and the other Loan Documents. The Advisory Fee Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Borrower’s Common Stock. The Advisory Fee Shares shall be deemed fully earned as of the Effective Date, regardless of the amount or number of Revolving Loans made hereunder.

Advisory Fees. The Borrower shall pay to Lender a fee for advisory services provided by the Lender to the Borrower prior to the Effective Date in the amount of Xxx Xxxxxxx Xxxxx Xxxxxxxx xxx Xx/000 Xxxxxx Xxxxxx Seven Hundred Fifty Thousand and No/100 United States Dollars (US$150,000.00750,000.00) (the “Advisory Fee”) by issuing to Lender two hundred percent (200%) of that number of shares of the Borrower’s Common Series B Convertible Preferred Stock (“Series B Preferred”) having an initial liquidation value equal to the Advisory Fee. For purposes of determining It is agreed that the number of shares of Series B Preferred issuable to Lender under this Section 2.2(f) shall be 30 (including any Common Stock into which the Series B Preferred is convertible, the “Advisory Fee Shares”), the Borrower’s Common Stock shall be valued at price equal to eighty-five percent (85%) of the lowest volume weighted average price for the Common Stock for the five (5) Business Days immediately prior to the Effective Date (the “Valuation Date”), as reported by Bloomberg (the “VWAP”). The Lender shall confirm to the Borrower in writing, the VWAP for the Common Stock as of the Valuation Date, and the corresponding number of Advisory Fee Shares issuable to the Lender based on such price. The Borrower shall instruct its transfer agent (the “Transfer Agent”) to issue certificates representing the Advisory Fee Shares issuable to the Lender immediately upon the Borrower’s execution of this Agreement, and shall cause its Transfer Agent to deliver such certificates to Lender within five (5) Business Days from the Effective Date. Upon conversion of the share of Series B Preferred, the Lender shall never be in possession of an amount of Common Stock greater than 4.99% of the issued and outstanding Common Stock of the Borrower provided, however that this ownership restriction described in this Section may be waived by Lender, in whole or in part, upon 61 days’ prior written notice. In the event such certificates representing the Advisory Fee Shares issuable hereunder shall not be delivered to the Lender within said five (5) Business Day period, same shall be an immediate default under this Agreement and the other Loan Documents. The Advisory Fee Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Borrower’s Common Stock. The Advisory Fee Shares shall be deemed fully earned as of the Effective Date, regardless of the amount or number of Revolving Loans made hereunder.