Common use of Commitment Fee Shares Clause in Contracts

Commitment Fee Shares. The Company shall pay to Buyer, as a commitment fee, Three Hundred Thousand and No/100 United States Dollars (US$300,000.00) (the "Commitment Fee") by issuing to Buyer that number of shares of the Company's Common Stock equal to such amount. It is agreed that the number of shares of Common Stock issuable to Buyer under this Section 4(o) shall be 1,000,000 (the "Commitment Fee Shares"). The Company shall instruct its transfer agent (the "Transfer Agent") to issue one (1) certificate or book entry statement, representing the Commitment Fee Shares issuable to the Buyer immediately upon the Company's execution of this Agreement, and shall cause its Transfer Agent to deliver such certificate or book entry statement to Buyer within five (5) Business Days from the Effective Date. The Buyer shall never be in possession of an amount of Common Stock greater than 4.99% of the issued and outstanding Common Stock of the Company provided, however that this ownership restriction described in this Section may be waived by Buyer, in whole or in part, upon 61 days' prior written notice. In the event such certificate representing the Commitment Fee Shares issuable hereunder shall not be delivered to the Buyer within said five (5) Business Day period, same shall be an immediate default under this Agreement and the other Transaction Documents. The Commitment Fee Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Company's Common Stock. The Commitment Fee Shares shall be deemed fully earned as of the Effective Date, regardless of the amount or number of Loans made hereunder.

Commitment Fee Shares. The Company shall pay to Buyer, as a commitment fee, Three Seven Hundred Thousand and No/100 United States Dollars (US$300,000.00700,000.00) (the "“Commitment Fee") ”), by issuing to Buyer that number of shares of the Company's ’s Common Stock equal to such amount. It is agreed that the number of shares of Common Stock issuable to Buyer under this Section 4(o) at Closing shall be 1,000,000 2,000,000 shares at a price per share of $0.35 (the "“Commitment Fee Shares"”). The Company shall instruct its transfer agent (the "“Transfer Agent"”) at Closing to issue one at Closing two (12) certificate certificates or book entry statement, representing the Commitment Fee Shares issuable to the Buyer immediately upon the Company's execution statements one for 800,000 shares of this Agreement, Common Stock and shall cause its Transfer Agent to deliver such certificate or book entry statement to Buyer within five (5) Business Days from the Effective Dateone for 1,200,000 shares of Common Stock. The Buyer shall never be in possession of an amount of Common Stock greater than 4.999.99% of the issued and outstanding Common Stock of the Company Company; provided, however that (i) this ownership restriction described in this Section may be waived by Buyer, in whole or in part, upon 61 days' ’ prior written notice, (ii) advise the Company not to issue such shares until such time as Buyer’s ownership is less than 9.99%, or (iii) upon request by Buyer, the Company shall issue pre-funded warrants providing the Buyer with the same economic benefits as if the shares had been issued to it. In the event such any certificate or book entry statement representing the Commitment Fee Shares issuable hereunder shall not be delivered to the Buyer within said the applicable five (5) Business Day period, same shall be an immediate default under this Agreement Agreement, the Note, and any other documents or agreements executed in connection with the other transactions contemplated hereunder (the “Transaction Documents”). The Commitment Fee Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Company's ’s Common Stock. The Commitment Fee Shares shall be deemed fully earned as of the Effective Date, regardless of the amount or number of Loans made hereunderdate hereof.

Commitment Fee Shares. The Company shall pay to Buyer, as a commitment fee, Three Hundred Thirty Thousand and No/100 United States Dollars (US$300,000.00330,000.00) (the "Commitment Fee") by issuing to Buyer that number of 1,320,000 shares of the Company's Common Stock equal to such amount. It is agreed that the number at a price per share of shares of Common Stock issuable to Buyer under this Section 4(o) shall be 1,000,000 $0.25 (the "Commitment Fee Shares")) and in addition, upon closing. The Company shall instruct its transfer agent (the "Transfer Agent") to issue one (1) certificate two certificates or book entry statement, statements of 660,000 shares each representing the Commitment Fee Shares issuable to the Buyer immediately upon the Company's execution of this Agreement, Agreement and shall cause its Transfer Agent to deliver such certificate certificates or book entry statement statements to Buyer within five (5) Business Days from the Effective DateBuyer. The Buyer shall never be in possession of an amount of Common Stock greater than 4.99% of the issued and outstanding Common Stock of the Company provided, however that this ownership restriction described in this Section may be waived by Buyer, in whole or in part, upon 61 days' prior written notice. In the event such certificate certificates or book entry statement representing the Commitment Fee Shares issuable hereunder shall not be delivered to the Buyer within said five (5) Business Day period, same it shall be an immediate default under this Agreement Section 3.2 of the Note and the other Transaction Documents. The Commitment Fee Shares and Warrant Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Company's Common Stock. The Commitment Fee Shares and the Commitment Fee Warrants shall be deemed fully earned as of the Effective Date, regardless of the amount or number of Loans made hereunder.

Commitment Fee Shares. The Company shall pay to Buyer, as a commitment fee, Three Eight Hundred Thousand and No/100 United States Dollars (US$300,000.00800,000.00) (the "Commitment Fee") by issuing to Buyer that number of shares of the Company's Common Stock equal to such amount. It is agreed that the number of shares of Common Stock issuable to Buyer under this Section 4(o) shall be 1,000,000 1,333,333 (the "Commitment Fee Shares"). The Company shall instruct its transfer agent (the "Transfer Agent") to issue one (1) certificate or book entry statement, representing the Commitment Fee Shares issuable to the Buyer immediately upon the Company's execution of this Agreement, and shall cause its Transfer Agent to deliver such certificate or book entry statement to Buyer within five (5) Business Days from the Effective Date. The Buyer shall never be in possession of an amount of Common Stock greater than 4.99% of the issued and outstanding Common Stock of the Company provided, however that this ownership restriction described in this Section may be waived by Buyer, in whole or in part, upon 61 days' prior written notice. In the event such certificate representing the Commitment Fee Shares issuable hereunder shall not be delivered to the Buyer within said five (5) Business Day period, same shall be an immediate default under this Agreement and the other Transaction Documents. The Commitment Fee Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Company's Common Stock. The Commitment Fee Shares shall be deemed fully earned as of the Effective Date, regardless of the amount or number of Loans made hereunder.

Commitment Fee Shares. The Company shall pay to Buyer, as a commitment fee, Three Hundred Thousand and No/100 United States Dollars (US$300,000.00) (the "Commitment Fee") by issuing to Buyer that number of shares of the Company's Common Stock equal to such amount. It is agreed that the number of shares of Common Stock issuable to Buyer under this Section 4(o) at Closing shall be 1,000,000 2,500,000 shares (the "“Commitment Fee Shares"”). The Company shall instruct its transfer agent (the "“Transfer Agent"”) at Closing to issue at Closing one (1) certificate or book entry statement, statement representing the 2,500,000 Commitment Fee Shares issuable to the Buyer immediately upon the Company's execution of this Agreement, and shall cause its Transfer Agent to deliver such certificate or book entry statement to Buyer within five (5) Business Days from the Effective DateShares. The Buyer shall never be in possession of an amount of Common Stock greater than 4.999.99% of the issued and outstanding Common Stock of the Company provided, however that (A) this ownership restriction described in this Section may be maybe waived by Buyer, in whole or in part, upon 61 days' prior written notice, (B) advise the Company not to issue such shares until such time as Buyer’s ownership is less than 9.99% or (C) upon request by Buyer, the Company shall issue pre-funded warrants providing the Buyer with the same economic benefits as if the shares had been issued to it. In the event such any certificate or book entry representing the Commitment Fee Shares issuable hereunder shall not be delivered to the Buyer within said the applicable five (5) Business Day period, same shall be an immediate default under this Agreement Agreement, the Note and any other documents or agreements executed in connection with the other transactions contemplated hereunder (the “Transaction Documents”). The Commitment Fee Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Company's Common Stock. The Commitment Fee Shares shall be deemed fully earned as of the Effective Date, regardless of the amount or number of Loans made hereunderdate hereof.

Commitment Fee Shares. The Company shall pay to Buyer, as a commitment fee, Three One Hundred Thousand and No/100 United States Dollars (US$300,000.00100,000.00) (the "“Commitment Fee") ”), by issuing to Buyer that number of shares of the Company's ’s Common Stock equal to such amount. It is agreed that the number of shares of Common Stock issuable to Buyer under this Section 4(o) at Closing shall be 1,000,000 1,666,667 shares at a price per share of $0.06 (the "“Commitment Fee Shares"”). The Company shall instruct its transfer agent (the "“Transfer Agent"”) at Closing to issue at Closing one (1) certificate or book entry statement, statement representing the 1,666,667 Commitment Fee Shares issuable to the Buyer immediately upon the Company's execution of this Agreement, and shall cause its Transfer Agent to deliver such certificate or book entry statement to Buyer within five (5) Business Days from the Effective DateShares. The Buyer shall never be in possession of an amount of Common Stock greater than 4.999.99% of the issued and outstanding Common Stock of the Company provided, however that (i) this ownership restriction described in this Section may be waived by Buyer, in whole or in part, upon 61 days' ’ prior written notice, (ii) advise the Company not to issue such shares until such time as Buyer’s ownership is less than 9.99%, or (iii) upon request by Buyer, the Company shall issue pre-funded warrants providing the Buyer with the same economic benefits as if the shares had been issued to it. In the event such any certificate or book entry representing the Commitment Fee Shares issuable hereunder shall not be delivered to the Buyer within said the applicable five (5) Business Day period, same shall be an immediate default under this Agreement Agreement, the Note and any other documents or agreements executed in connection with the other transactions contemplated hereunder (the “Transaction Documents”). The Commitment Fee Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Company's ’s Common Stock. The Commitment Fee Shares shall be deemed fully earned as of the Effective Date, regardless of the amount or number of Loans made hereunderdate hereof.

Commitment Fee Shares. The Company shall pay to Buyer, as a commitment fee, Three Hundred Twenty-Five Thousand and No/100 United States Dollars (US$300,000.00325,000.00) (the "“Commitment Fee"”) by issuing to Buyer that number of 1,300,000 shares of the Company's ’s Common Stock equal to such amount. It is agreed that the number at a price per share of shares of Common Stock issuable to Buyer under this Section 4(o) shall be 1,000,000 $0.25 (the "“Commitment Fee Shares")”) and in addition, upon closing. The Company shall instruct its transfer agent (the "“Transfer Agent"”) to issue one (1) a certificate or book entry statement, statement representing the Commitment Fee Shares issuable to the Buyer immediately upon the Company's ’s execution of this Agreement, Agreement and shall cause its Transfer Agent to deliver such certificate certificates or book entry statement statements to Buyer within five (5) Business Days from the Effective DateBuyer. The Buyer shall never be in possession of an amount of Common Stock greater than 4.99% of the issued and outstanding Common Stock of the Company provided, however that this ownership restriction described in this Section may be waived by Buyer, in whole or in part, upon 61 days' ’ prior written notice. In the event such certificate certificates or book entry statement representing the Commitment Fee Shares issuable hereunder shall not be delivered to the Buyer within said five (5) Business Day period, same it shall be an immediate default under this Agreement Section 3.2 of the Note and the other Transaction Documents. The Commitment Fee Shares and Warrant Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Company's ’s Common Stock. The Commitment Fee Shares and the Commitment Fee Warrants shall be deemed fully earned as of the Effective Date, regardless of the amount or number of Loans made hereunder.

Commitment Fee Shares. The Company shall pay to Buyer, as a commitment fee, Three Hundred Thousand and No/100 United States Dollars (US$300,000.00) fee (the "“Commitment Fee") ”), by issuing to Buyer that number of shares of the Company's Common Stock equal to such amount. It is agreed that the number of at Closing 400,000 shares of Common Stock issuable to Buyer under this Section 4(o) shall be 1,000,000 (the "“Commitment Fee Shares"”). The Company shall instruct its transfer agent (the "“Transfer Agent"”) at Closing to issue one at Closing two (12) certificate certificates or book entry statement, representing the Commitment Fee Shares issuable to the Buyer immediately upon the Company's execution statements for 200,000 shares of this Agreement, and shall cause its Transfer Agent to deliver such certificate or book entry statement to Buyer within five (5) Business Days from the Effective DateCommon Stock each. The Buyer shall never be in possession of an amount of Common Stock greater than 4.999.99% of the issued and outstanding Common Stock of the Company Company; provided, however that (i) this ownership restriction described in this Section may be waived by Buyer, in whole or in part, upon 61 days' ’ prior written notice, (ii) Buyer may advise the Company not to issue such shares until such time as Buyer’s ownership is less than 9.99%, or (iii) upon request by Buyer, the Company shall issue pre-funded warrants providing the Buyer with the same economic benefits as if the applicable Commitment Fee Shares had been issued to it. In the event such any certificate or book entry statement representing the Commitment Fee Shares issuable hereunder shall not be delivered to the Buyer within said the applicable five (5) Business Day business day period, same shall be an immediate default under this Agreement and each of the other Transaction Documents. The Commitment Fee Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Company's Common Stock. The Commitment Fee Shares shall be deemed fully earned as of the Effective Date, regardless of the amount or number of Loans made hereunderdate hereof.