Common use of Commitment Shares and Fee Shares Clause in Contracts

Commitment Shares and Fee Shares. Not later than three (3) Business Days after the date of the execution and delivery of this Agreement, in consideration for the Investor’s execution and delivery of this Agreement, the Company shall issue to the Investor a number of shares of restricted Common Stock (the “Commitment Shares”) having a value equal to $150,000 (which represents 3% of the Maximum Offering Amount) and a number of shares of restricted Common Stock (the “Fee Shares”) having a value equal to $20,000.00, in each case based upon a deemed valuation per share equal to 96% of the VWAP of the Company’s Common Stock for the 5 trading days immediately preceding the date of this Agreement. The certificate(s) representing the Commitment Shares and Fee Shares shall be delivered to the Investor by overnight courier at its address set forth in Section 9.12 hereof. For the avoidance of doubt, all of the Commitment Shares and Fee Shares shall be fully earned as of the Commitment Closing Date regardless of whether or not any Registration Statement is filed or declared effective and regardless of whether any Puts are issued by the Company or settled hereunder. Upon issuance, the Commitment Shares and the Fee Shares shall constitute “restricted securities” as such term is defined in Rule 144(a)(3) under the Securities Act and, subject to the provisions of subsection (iv) of this Section 9.10, the certificate(s) representing the Commitment Shares and Fee Shares shall bear the restrictive legend set forth below in subsection (iii) of this Section 9.10. The Commitment Shares and Fee Shares shall constitute Registrable Securities and shall be included in the Registration Statement in accordance with the terms of the Registration Rights Agreement. If at any time after the date that is fourteen (14) calendar months from the date of this Agreement, any outstanding Commitment Shares and Fee Shares cannot be sold under Rule 144 without volume restrictions or pursuant to a current and effective Registration Statement for a period of 10 Trading Days during any 20 Trading Day period, the Investor may require the Company to redeem the Commitment Shares, in cash, for an amount equal to the pro rata portion of the Commitment Fee represented by such Commitment Shares and may require the Company to redeem the Fee Shares, in cash, for an amount equal to the pro rata portion of the Legal/Due Diligence Fee represented by such Fee Shares.

Commitment Shares and Fee Shares. Not later than three (3) Business Days after the date of the execution and delivery of this Agreement, in consideration for the Investor’s execution and delivery of this Agreement, the Company shall issue to the Investor a number of shares of restricted Common Stock (the “Commitment Shares”) having a value equal to $150,000 300,000 (which the “Commitment Fee”)(which represents 31.5% of the Maximum Offering Amount) and a number of shares of restricted Common Stock (the “Fee Shares”) having a value equal to $20,000.0020,000.00 (the “Legal/Due Diligence Fee”), in each case based upon a deemed valuation per share equal to 96the lesser of (i) 98% of the VWAP of the Company’s Common Stock for the 5 trading days immediately preceding June 20, 2011, the date of the initial term sheet between the parties related to this transaction, or (ii) 98% of the VWAP of the Company’s Common Stock for the 5 trading days immediately preceding the date of this Agreement. The certificate(s) representing the Commitment Shares and Fee Shares shall be delivered to the Investor by overnight courier at its address set forth in Section 9.12 hereof. For the avoidance of doubt, all of the Commitment Shares and Fee Shares shall be fully earned as of the Commitment Closing Date regardless of whether or not any Registration Statement is filed or declared effective and regardless of whether any Puts are issued by the Company or settled hereunder. Upon issuance, the Commitment Shares and the Fee Shares shall constitute “restricted securities” as such term is defined in Rule 144(a)(3) under the Securities Act and, subject to the provisions of subsection (iv) of this Section 9.10, the certificate(s) representing the Commitment Shares and Fee Shares shall bear the restrictive legend set forth below in subsection (iii) of this Section 9.10. The Commitment Shares and Fee Shares shall constitute Registrable Securities and shall be included in the Registration Statement in accordance with the terms of the Registration Rights Agreement. If at any time after the date that is fourteen six (146) calendar months from the date of this Agreement, any outstanding Commitment Shares and Fee Shares cannot be sold under Rule 144 without volume restrictions or pursuant to a current and effective Registration Statement for a period an aggregate of 10 5 Trading Days during any 20 Trading Day periodperiod (the date of such occurrence, the Investor may require “Redemption Trigger Date”), the Company shall be required to redeem the Commitment Shares, in cash, for an amount equal to the pro rata portion of the Commitment Fee represented by such Commitment Shares and may require the Company to redeem the Fee Shares, in cash, for an amount equal to the greater of (i) the pro rata portion of the Commitment Fee and Legal/Due Diligence Fee represented by such shares or (ii) the number of Commitment Shares and Fee SharesShares being redeemed, multiplied by the average of the VWAPS for the five (5) Trading Days immediately prior to the Redemption Trigger Date, payable within three (3) Trading Days of the Redemption Trigger Date.

Commitment Shares and Fee Shares. Not later than three (3) Business Days after the date of the execution and delivery of this Agreement, in consideration for the Investor’s execution and delivery of this Agreement, the Company shall issue to the Investor a number of shares of restricted Common Stock (the “Commitment Shares”) having a value equal to $150,000 144,000 (which represents 32% of the Maximum Offering Amount) and a number of shares of restricted Common Stock (the “Fee Shares”) having a value equal to $20,000.0020,000, in each case based upon a deemed valuation per share equal to 96100% of the VWAP of the Company’s Common Stock for the 5 trading days immediately preceding the issuance date of this Agreementsuch shares. The certificate(s) representing the Commitment Shares and the Fee Shares shall be delivered to the Investor by overnight courier at its address set forth in Section 9.12 hereof. For the avoidance of doubt, all of the Commitment Shares and Fee Shares shall be fully earned as of the Commitment Closing Date regardless of whether or not any a Registration Statement is ever filed or declared effective and regardless of whether or not any Puts are issued by the Company or settled hereunder. Upon issuance, the Commitment Shares and the Fee Shares shall constitute “restricted securities” as such term is defined in Rule 144(a)(3) under the Securities Act and, subject to the provisions of subsection (iv) of this Section 9.10, the certificate(s) representing the Commitment Shares and the Fee Shares shall bear the restrictive legend set forth below in subsection (iii) of this Section 9.10. The Commitment Shares and the Fee Shares shall constitute Registrable Securities and shall be included in the Registration Statement in accordance with the terms of the Registration Rights Agreement. If at any time after the date that is fourteen (14) calendar months from the date of this Agreement, any outstanding Commitment Shares and Fee Shares cannot be sold under Rule 144 without volume restrictions or pursuant to a current and effective Registration Statement for a period of 10 Trading Days during any 20 Trading Day period, the Investor may require the Company to redeem the Commitment Shares, in cash, for an amount equal to the pro rata portion of the Commitment Fee represented by such Commitment Shares and may require the Company to redeem the Fee Shares, in cash, for an amount equal to the pro rata portion of the Legal/Due Diligence Fee represented by such Fee Shares.47

Commitment Shares and Fee Shares. Not later than three (3) Business Days after the date of the execution and delivery of this Agreement, in consideration for the Investor’s execution and delivery of this Agreement, the Company shall issue to the Investor a number of shares of restricted Common Stock (the “Commitment Shares”) having a value equal to $150,000 300,000 (which the “Commitment Fee”)(which represents 3% of the Maximum Offering Amount) and a number of shares of restricted Common Stock (the “Fee Shares”) having a value equal to $20,000.0020,000.00 (the “Legal/Due Diligence Fee”), in each case based upon a deemed valuation per share equal to 96100% of the VWAP of the Company’s Common Stock for the 5 trading days immediately preceding the date of this Agreement. The certificate(s) representing the Commitment Shares and Fee Shares shall be delivered to the Investor by overnight courier at its address set forth in Section 9.12 hereof. For the avoidance of doubt, all of the Commitment Shares and Fee Shares shall be fully earned as of the Commitment Closing Date regardless of whether or not any Registration Statement is filed or declared effective and regardless of whether any Puts are issued by the Company or settled hereunder. Upon issuance, the Commitment Shares and the Fee Shares shall constitute “restricted securities” as such term is defined in Rule 144(a)(3) under the Securities Act and, subject to the provisions of subsection (iv) of this Section 9.10, the certificate(s) representing the Commitment Shares and Fee Shares shall bear the restrictive legend set forth below in subsection (iii) of this Section 9.10. The Commitment Shares and Fee Shares shall constitute Registrable Securities and shall be included in the Registration Statement in accordance with the terms of the Registration Rights Agreement. If at any time after the date that is fourteen six (146) calendar months from the date of this Agreement, any outstanding Commitment Shares and Fee Shares cannot be sold under Rule 144 without volume restrictions or pursuant to a current and effective Registration Statement for a period of 10 Trading Days during any 20 Trading Day periodperiod (the date of such occurrence, the Investor may require “Redemption Trigger Date”), the Company shall be required to redeem the Commitment Shares, in cash, for an amount equal to the pro rata portion of the Commitment Fee represented by such Commitment Shares and may require the Company to redeem the Fee Shares, in cash, for an amount equal to the greater of (i) the pro rata portion of the Commitment Fee and Legal/Due Diligence Fee represented by such shares or (ii) the number of Commitment Shares and Fee SharesShares being redeemed, multiplied by the average of the VWAPS for the five (5) Trading Days immediately prior to the Redemption Trigger Date, payable within three (3) Trading Days of the Redemption Trigger Date.

Commitment Shares and Fee Shares. Not later than three (3) Business Days after the date of the execution and delivery of this Agreement, in consideration for the Investor’s execution and delivery of this Agreement, the Company shall issue to the Investor a number of shares of restricted Common Stock (the “Commitment Shares”) having a value equal to $150,000 225,000 (which represents 30.75% of the Maximum Offering Amount) and a number of shares of restricted Common Stock (the “Fee Shares”) having a value equal to $20,000.00, in each case based upon a deemed valuation per share equal to 96100% of the VWAP of the Company’s Common Stock for the 5 trading days immediately preceding the date of this Agreement. In addition, the Investor acknowledges that it has received 27,624 shares of restricted Common Stock (the “Fee Shares”) having a value equal to $20,000 based upon a deemed valuation of $0.724 per share in consideration for its legal, administrative and due diligence expenses. The certificate(s) representing the Commitment Shares and Fee Shares shall be delivered to the Investor by overnight courier at its address set forth in Section 9.12 hereof. For the avoidance of doubt, all of the Commitment Shares and Fee Shares shall be fully earned as of the Commitment Closing Date regardless of whether or not any Registration Statement is filed or declared effective and regardless of whether any Puts are issued by the Company or settled hereunder. Upon issuance, the Commitment Shares and the Fee Shares shall constitute “restricted securities” as such term is defined in Rule 144(a)(3) under the Securities Act and, subject to the provisions of subsection (iv) of this Section 9.10, the certificate(s) representing the Commitment Shares and Fee Shares shall bear the restrictive legend set forth below in subsection (iii) of this Section 9.10. The Commitment Shares and Fee Shares shall constitute Registrable Securities and shall be included in the Registration Statement in accordance with the terms of the Registration Rights Agreement. If at any time after the date that is fourteen (14) calendar months from the date of this Agreement, any outstanding Commitment Shares and Fee Shares cannot be sold under Rule 144 without volume restrictions or pursuant to a current and effective Registration Statement for a period of 10 Trading Days during any 20 Trading Day period, the Investor may require the Company to redeem the Commitment Shares, in cash, for an amount equal to the pro rata portion of the Commitment Fee represented by such Commitment Shares and may require the Company to redeem the Fee Shares, in cash, for an amount equal to the pro rata portion of the Legal/Due Diligence Fee represented by such Fee Shares.

Commitment Shares and Fee Shares. Not later than three (3) Business Days after the date of the execution and delivery of this Agreement, in consideration for the Investor’s execution and delivery of this Agreement, the Company shall issue to the Investor a number of shares of restricted Common Stock (the “Commitment Shares”) having a value equal to $150,000 300,000 (the “Commitment Fee”) (which represents 3% of the Maximum Offering Amount) and a number of shares of restricted Common Stock (the “Fee Shares”) having a value equal to $20,000.00, in each case 10,000.00 (the “Legal/Due Diligence Fee”). The number of Fee Shares issuable shall be based upon a deemed valuation per share equal to 96100% of the VWAP of the Company’s Common Stock for the 5 trading days immediately preceding July 22, 2011, the date of the initial Term Sheet between the parties, and the number of Commitment Shares issuable shall be based upon a deemed valuation per share equal to 100% of the VWAP of the Company’s Common Stock for the 5 trading days immediately preceding the date of this Agreement. The certificate(s) representing the Commitment Shares and Fee Shares shall be delivered to the Investor by overnight courier at its address set forth in Section 9.12 hereof. For the avoidance of doubt, all of the Commitment Shares and Fee Shares shall be fully earned as of the Commitment Closing Date regardless of whether or not any Registration Statement is filed or declared effective and regardless of whether any Puts are issued by the Company or settled hereunder. Upon issuance, the Commitment Shares and the Fee Shares shall constitute “restricted securities” as such term is defined in Rule 144(a)(3) under the Securities Act and, subject to the provisions of subsection (iv) of this Section 9.10, the certificate(s) representing the Commitment Shares and Fee Shares shall bear the restrictive legend set forth below in subsection (iii) of this Section 9.10. The Commitment Shares and Fee Shares shall constitute Registrable Securities and shall be included in the Registration Statement in accordance with the terms of the Registration Rights Agreement. If Notwithstanding any Company Termination or Automatic Termination, if at any time after June 3, 2012 (which date is one (1) year after the date that is fourteen (14) calendar months from the date of this AgreementCompany ceases to be a “shell company”), any outstanding Commitment Shares and Fee Shares cannot be sold under Rule 144 without volume restrictions (unless such inability to sell is because the Investor has become an affiliate of the Company) or pursuant to a current and effective Registration Statement for a period an aggregate of 10 5 Trading Days during any 20 Trading Day periodperiod (the date of such occurrence, the Investor may require “Redemption Trigger Date”), the Company shall be required to redeem (an “Illiquid Share Redemption”) the Commitment Shares, in cash, for an amount equal to the pro rata portion of the Commitment Fee represented by such Commitment Shares and may require the Company to redeem the Fee Shares, in cash, for an amount equal to the greater of (i) the pro rata portion of the cash Commitment Fee and Legal/Due Diligence Fee represented by such shares or (ii) the number of Commitment Shares and Fee SharesShares being redeemed, multiplied by the average of the VWAPS for the five (5) Trading Days immediately prior to the Redemption Trigger Date, payable within three (3) Trading Days of the Redemption Trigger Date.

Commitment Shares and Fee Shares. Not later than three (3) Business Days after the date of the execution and delivery of this Agreement, in consideration for the Investor’s execution and delivery of this Agreement, the Company shall issue to the Investor a number of shares of restricted Common Stock (the “Commitment Shares”) having a value equal to $150,000 140,000 (which the “Commitment Fee”)(which represents 31.4% of the Maximum Offering Amount) and a plus an additional number of shares of restricted Common Stock (the “Fee Shares”) having a value equal to $20,000.0010,000.00 (the “Legal/Due Diligence Fee”), in each case based upon a deemed valuation per share equal to 96100% of the VWAP of the Company’s Common Stock for the 5 trading days immediately preceding the date of this Agreementissuance of such shares. The certificate(s) representing the Commitment Shares and Fee Shares shall be delivered to the Investor by overnight courier at its address set forth in Section 9.12 hereof. For the avoidance of doubt, all of the Commitment Shares and Fee Shares shall be fully earned as of the Commitment Closing Date regardless of whether or not any Registration Statement is filed or declared effective and regardless of whether any Puts are issued by the Company or settled hereunder. Upon issuance, the Commitment Shares and the Fee Shares shall constitute “restricted securities” as such term is defined in Rule 144(a)(3) under the Securities Act and, subject to the provisions of subsection (iv) of this Section 9.10, the certificate(s) representing the Commitment Shares and Fee Shares shall bear the restrictive legend set forth below in subsection (iii) of this Section 9.10. The Commitment Shares and Fee Shares shall constitute Registrable Securities and shall be included in the Registration Statement in accordance with the terms of the Registration Rights Agreement. If at any time after the date that is fourteen six (146) calendar months from the date of this Agreement, any outstanding Commitment Shares and Fee Shares cannot be sold under Rule 144 without volume restrictions or pursuant to a current and effective Registration Statement for a period an aggregate of 10 5 Trading Days during any 20 Trading Day periodperiod (the date of such occurrence, the Investor may require “Redemption Trigger Date”), the Company shall be required to redeem the Commitment Shares, in cash, for an amount equal to the pro rata portion of the Commitment Fee represented by such Commitment Shares and may require the Company to redeem the Fee Shares, in cash, for an amount equal to the greater of (i) the pro rata portion of the Commitment Fee and Legal/Due Diligence Fee represented by such shares or (ii) the number of Commitment Shares and Fee SharesShares being redeemed, multiplied by the average of the VWAPS for the five (5) Trading Days immediately prior to the Redemption Trigger Date, payable within three (3) Trading Days of the Redemption Trigger Date.

Commitment Shares and Fee Shares. Not later than three (3) Business Days after the date of the execution and delivery of this Agreement, in consideration for the Investor’s execution and delivery of this Agreement, the Company shall issue to the Investor a number of shares of restricted Common Stock (the “Commitment Shares”) having a value equal to $150,000 300,000 (which the “Commitment Fee”)(which represents 3% of the Maximum Offering Amount) and a number of shares of restricted Common Stock (the “Fee Shares”) having a value equal to $20,000.00, in each case based upon a deemed valuation per share equal to 96% of the VWAP of the Company’s Common Stock for the 5 trading days immediately preceding the date of this Agreement. The certificate(s) representing the Commitment Shares and Fee Shares shall be delivered to the Investor by overnight courier at its address set forth in Section 9.12 hereof. For the avoidance of doubt, all of the Commitment Shares and Fee Shares shall be fully earned as of the Commitment Closing Date regardless of whether or not any Registration Statement is filed or declared effective and regardless of whether any Puts are issued by the Company or settled hereunder. Upon issuance, the Commitment Shares and the Fee Shares shall constitute “restricted securities” as such term is defined in Rule 144(a)(3) under the Securities Act and, subject to the provisions of subsection (iv) of this Section 9.10, the certificate(s) representing the Commitment Shares and Fee Shares shall bear the restrictive legend set forth below in subsection (iii) of this Section 9.10. The Commitment Shares and Fee Shares shall constitute Registrable Securities and shall be included in the Registration Statement in accordance with the terms of the Registration Rights Agreement. If at any time after the date that is fourteen six (146) calendar months from the date of this Agreement, any outstanding Commitment Shares and Fee Shares cannot be sold under Rule 144 without volume restrictions or pursuant to a current and effective Registration Statement for a period of 10 Trading Days during any 20 Trading Day periodperiod (the date of such occurrence, the Investor may require “Redemption Trigger Date”), the Company shall be required to redeem the Commitment Shares, in cash, for an amount equal to the pro rata portion of the Commitment Fee represented by such Commitment Shares and may require the Company to redeem the Fee Shares, in cash, for an amount equal to the greater of (i) the pro rata portion of the Legal/Due Diligence Commitment Fee represented by such shares or (ii) the number of Commitment Shares and Fee SharesShares being redeemed, multiplied by the average of the VWAPS for the five (5) Trading Days immediately prior to the Redemption Trigger Date, payable within three (3) Trading Days of the Redemption Trigger Date.

Commitment Shares and Fee Shares. Not later than three (3) Business Days after the date of the execution and delivery of this Agreement, in consideration for the Investor’s execution and delivery of this Agreement, the Company shall issue to the Investor a number of shares of restricted Common Stock (the “Commitment Shares”) having a value equal to $150,000 (which represents 3% of the Maximum Offering Amount) and a number of shares of restricted Common Stock (the “Fee Shares”) having a value equal to $20,000.0020,000, in each case based upon a deemed valuation per share equal to 9695% of the VWAP of the Company’s Common Stock for the 5 trading days immediately preceding the issuance date of this Agreementsuch shares. The certificate(s) representing the Commitment Shares and the Fee Shares shall be delivered to the Investor by overnight courier at its address set forth in Section 9.12 hereof. For the avoidance of doubt, all of the Commitment Shares and Fee Shares shall be fully earned as of the Commitment Closing Date regardless of whether or not any Registration Statement is filed or declared effective and regardless of whether any Puts are issued by the Company or settled hereunder. Upon issuance, the Commitment Shares and the Fee Shares shall constitute “restricted securities” as such term is defined in Rule 144(a)(3) under the Securities Act and, subject to the provisions of subsection (iv) of this Section 9.10, the certificate(s) representing the Commitment Shares and the Fee Shares shall bear the restrictive legend set forth below in subsection (iii) of this Section 9.10. The Commitment Shares and the Fee Shares shall constitute Registrable Securities and shall be included in the Registration Statement in accordance with the terms of the Registration Rights Agreement. If at any time after The Investor agrees that the date that is fourteen (14) calendar months from the date maximum number of this Agreement, any outstanding Commitment Shares and Fee Shares cannot be sold under Rule 144 without volume restrictions or pursuant to that it may resell at a current and effective Registration Statement for a period sales price of 10 Trading Days during less than $0.50 on any 20 given Trading Day periodis 10% of the daily trading volume of the Company’s Common Stock for that Trading Day (the “Commitment Share Resale Volume Limitation”), provided that the Commitment Share Resale Volume Limitation shall in no way limit the number of Commitment Shares that the Investor may require sell during a given Trading Day at sales prices of $0.50 or greater and shall in no way limit the Company to redeem number of Put Shares that the Commitment SharesInvestor may sell, in cash, for an amount equal to the pro rata portion irrespective of the Commitment Fee represented by such Commitment Shares and may require the Company to redeem the Fee Shares, in cash, for an amount equal to the pro rata portion of the Legal/Due Diligence Fee represented by such Fee Sharesprice.