Common use of Compensation and Reimbursement of Expenses Clause in Contracts

Compensation and Reimbursement of Expenses. The Client agrees to pay the Consultant a fixed fee of ten thousand (10,000) r e st r ic t x x common shares for the services provided. This fee shall cover services pursuant to Section 1 of this Agreement. The total amount owed per this agreement shall be deemed earned in full on September 30, 2019. For purposes of this agreement, the shares are va1ued at $0.71 per share. The Consultant will maintain adequate documentation and records to support all costs invoiced to the Client including receipts for travel related expenses however, such expenses must be approved by the Client prior to being incurred by Consultant. Payments made by the Client to the Consultant will not deduct any taxes and the Client will provide the Consultant with IRS Form 1099 at the end of each calendar year. For purposes of issuing IRS Form 1099, the Consultant will provide a social security number upon execution of his agreement. The shares of Common Stock provided for a compensation to Consultant may not be sold or transferred unless: (i) such shares are sold pursuant to an effective registration statement under the Act or (ii) the Consultant or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration (iii) such shares are sold or transferred pursuant to Rule 144 under the Act (or a successor rule) (“Rule 144”). The certificate for shares of Common Stock has not been so included in an effective registration statement or that has not been sold pursuant to an effective registration statement or an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate: “NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HA VE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

Compensation and Reimbursement of Expenses. The Client agrees to pay the Consultant a fixed fee of ten thousand (10,000) r e st r ic t x x restricted common shares for the services provided. This fee shall cover services pursuant to Section 1 of this Agreement. The total amount owed per this agreement shall be deemed earned in full on September 30, 2019. For purposes of this agreement, the shares are va1ued valued at $0.71 per share. The Consultant will maintain adequate documentation and records to support all costs invoiced to the Client including receipts for travel related expenses however, such expenses must be approved by the Client prior to being incurred by Consultant. Payments made by the Client to the Consultant will not deduct any taxes and the Client will provide the Consultant with IRS Form 1099 at the end of each calendar year. For purposes of issuing IRS Form 1099, the Consultant will provide a social security number upon execution of his agreement. The shares of Common Stock provided for a compensation to Consultant may not be sold or transferred unless: (i) such shares are sold pursuant to an effective registration statement under the Act or (ii) the Consultant or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration (iii) such shares are sold or transferred pursuant to Rule 144 under the Act (or a successor rule) (“Rule 144”). The certificate for shares of Common Stock has not been so included in an effective registration statement or that has not been sold pursuant to an effective registration statement or an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate: “NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HA VE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”