Common use of COMPENSATION TO CONSULTANT Clause in Contracts

COMPENSATION TO CONSULTANT. (a) In lieu of cash and in consideration for the Services, the Company shall issue to the Consultant an aggregate of five hundred thousand shares (500,000.00) of the Company’s common stock, $0.0001 par value per share (the “Consulting Shares”) on the effective date of the Agreement. If the company does not have a sufficient number of authorized shares to issue the Consulting Shares at the time of entry of this Agreement, or the issuance of the Consulting Shares will restrict the ongoing operations of the Company to secure capital or identify acquisition candidates, then in that event the Consulting Shares shall be deemed “Issuable”, and reported on the Company’s financial statements. Following execution of this Agreement the Company will undertake to increase the number of authorized common stock or implement a reverse split of its common stock. If a reverse stock split is implemented and approved, and the Consulting Shares have not yet been issued, then in that event the total number of shares issuable to the Consultant shall be adjusted to reflect the reverse stock split. For purposes of example only, if the Company implements a 1:10 reverse split of its outstanding common stock and the Consulting Shares have not yet been issued, then in that event the Consultant shall receive 50,000 shares of the Company’s common stock. (i) Consultant has the requisite power and authority to enter into this Agreement. No consent, approval or agreement of any individual or entity is required to be obtained by the Consultant in connection with the execution and performance by the Consultant of this Agreement or the execution and performance by the Consultant of any agreements, instruments or other obligations entered into in connection with this Agreement. (ii) The Consultant is an “accredited investor,” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended, and the Consultant is able to bear the economic risk of an investment in the Consulting Shares. (b) Any commercially reasonable out-of-pocket expenses incurred by Consultant in connection with the performance of the Services (the "Consultant Expenses") shall be reimbursed by the Company within thirty (30) days of Consultant submitting to the Company an invoice that details the amount of the Consultant Expenses and includes written documentation of each expense. Consultant shall not charge a markup, surcharge, handling or administrative fee on the Consultant Expenses. The Company acknowledges that Consultant may incur certain expenses during the term of this Agreement, but not receive a xxxx or receipt for such expenses until after the term of this Agreement. In such case, Consultant shall provide the Company with an invoice and documentation of the expense and the Company shall reimburse Consultant for such expenses within five (5) days after receiving such invoice.

COMPENSATION TO CONSULTANT. (a) In lieu of cash and in consideration for the Services, the Company shall issue to the Consultant an aggregate of five hundred thousand shares (500,000.001,200,000.00) of the Company’s common stock, $0.0001 par value per share (the “Consulting Shares”) on the effective date of the Agreement. If the company does not have a sufficient number of authorized shares to issue the Consulting Shares at the time of entry of this Agreement, or the issuance of the Consulting Shares will restrict the ongoing operations of the Company to secure capital or identify acquisition candidates, then in that event the Consulting Shares shall be deemed “Issuable”, and reported on the Company’s financial statements. Following execution of this Agreement the Company will undertake to increase the number of authorized common stock or implement a reverse split of its common stock. If a reverse stock split is implemented and approved, and the Consulting Shares have not yet been issued, then in that event the total number of shares issuable to the Consultant shall be adjusted to reflect the reverse stock split. For purposes of example only, if the Company implements a 1:10 reverse split of its outstanding common stock and the Consulting Shares have not yet been issued, then in that event the Consultant shall receive 50,000 120,000 shares of the Company’s common stock. (i) Consultant has the requisite power and authority to enter into this Agreement. No consent, approval or agreement of any individual or entity is required to be obtained by the Consultant in connection with the execution and performance by the Consultant of this Agreement or the execution and performance by the Consultant of any agreements, instruments or other obligations entered into in connection with this Agreement. (ii) The Consultant is an “accredited investor,” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended, and the Consultant is able to bear the economic risk of an investment in the Consulting Shares. (b) Any commercially reasonable out-of-pocket expenses incurred by Consultant in connection with the performance of the Services (the "Consultant Expenses") shall be reimbursed by the Company within thirty (30) days of Consultant submitting to the Company an invoice that details the amount of the Consultant Expenses and includes written documentation of each expense. Consultant shall not charge a markup, surcharge, handling or administrative fee on the Consultant Expenses. The Company acknowledges that Consultant may incur certain expenses during the term of this Agreement, but not receive a xxxx or receipt for such expenses until after the term of this Agreement. In such case, Consultant shall provide the Company with an invoice and documentation of the expense and the Company shall reimburse Consultant for such expenses within five (5) days after receiving such invoice.

COMPENSATION TO CONSULTANT. (a) In lieu of cash and in consideration for the Services, the Company shall issue to the Consultant an aggregate of five one hundred thousand shares (500,000.00125,000.00 ) of the Company’s common stock, $0.0001 par value per share (the “Consulting Shares”) on the effective date of the Agreement. If the company does not have a sufficient number of authorized shares to issue the Consulting Shares at the time of entry of this Agreement, or the issuance of the Consulting Shares will restrict the ongoing operations of the Company to secure capital or identify acquisition candidates, then in that event the Consulting Shares shall be deemed “Issuable”, and reported on the Company’s financial statements. Following execution of this Agreement the Company will undertake to increase the number of authorized common stock or implement a reverse split of its common stock. If a reverse stock split is implemented and approved, and the Consulting Shares have not yet been issued, then in that event the total number of shares issuable to the Consultant shall be adjusted to reflect the reverse stock split. For purposes of example only, if the Company implements a 1:10 reverse split of its outstanding common stock and the Consulting Shares have not yet been issued, then in that event the Consultant shall receive 50,000 12,500 shares of the Company’s common stock. The shares will be issued ½ upon commencement and the remaining ½ at the end of the term (12 months) subject regulatory holding periods. (i) Consultant has the requisite power and authority to enter into this Agreement. No consent, approval or agreement of any individual or entity is required to be obtained by the Consultant in connection with the execution and performance by the Consultant of this Agreement or the execution and performance by the Consultant of any agreements, instruments or other obligations entered into in connection with this Agreement. (ii) The Consultant is an “accredited investor,” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended, and the Consultant is able to bear the economic risk of an investment in the Consulting Shares. (b) Any commercially reasonable out-of-pocket expenses incurred by Consultant in connection with the performance of the Services (the "Consultant Expenses") shall be reimbursed by the Company within thirty (30) days of Consultant submitting to the Company an invoice that details the amount of the Consultant Expenses and includes written documentation of each expense. Consultant shall not charge a markup, surcharge, handling or administrative fee on the Consultant Expenses. The Company acknowledges that Consultant may incur certain expenses during the term of this Agreement, but not receive a xxxx or receipt for such expenses until after the term of this Agreement. In such case, Consultant shall provide the Company with an invoice and documentation of the expense and the Company shall reimburse Consultant for such expenses within five (5) days after receiving such invoice.

COMPENSATION TO CONSULTANT. (a) In lieu of cash and in consideration for the Services, the Company shall issue to the Consultant an aggregate of five hundred thousand 6,000,000 (6 million ) shares (500,000.00) of the Company’s common stock, $0.0001 par value per share (the “Consulting Shares”) on the effective date of the Agreement. If the company does not have a sufficient number of authorized shares to issue the Consulting Shares at the time of entry of this Agreement, or the issuance of the Consulting Shares will restrict the ongoing operations of the Company to secure capital or identify acquisition candidates, then in that event the Consulting Shares shall be deemed “Issuable”, and reported on the Company’s financial statements. Following execution of this Agreement the Company will undertake to increase the number of authorized common stock or implement a reverse split of its common stock. If a reverse stock split is implemented and approved, and the Consulting Shares have not yet been issued, then in that event the total number of shares issuable to the Consultant shall be adjusted to reflect the reverse stock split. For purposes of example only, if the Company implements a 1:10 reverse split of its outstanding common stock and the Consulting Shares have not yet been issued, then in that event the Consultant shall receive 50,000 600,000 shares of the Company’s common stock. (i) Consultant has the requisite power and authority to enter into this Agreement. No consent, approval or agreement of any individual or entity is required to be obtained by the Consultant in connection with the execution and performance by the Consultant of this Agreement or the execution and performance by the Consultant of any agreements, instruments or other obligations entered into in connection with this Agreement. (ii) The Consultant is an “accredited investor,” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended, and the Consultant is able to bear the economic risk of an investment in the Consulting Shares. (b) Any commercially reasonable out-of-pocket expenses incurred by Consultant in connection with the performance of the Services (the "Consultant Expenses") shall be reimbursed by the Company within thirty (30) days of Consultant submitting to the Company an invoice that details the amount of the Consultant Expenses and includes written documentation of each expense. Consultant shall not charge a markup, surcharge, handling or administrative fee on the Consultant Expenses. The Company acknowledges that Consultant may incur certain expenses during the term of this Agreement, but not receive a xxxx or receipt for such expenses until after the term of this Agreement. In such case, Consultant shall provide the Company with an invoice and documentation of the expense and the Company shall reimburse Consultant for such expenses within five (5) days after receiving such invoice.

COMPENSATION TO CONSULTANT. (a) In lieu of cash Upon the execution and in consideration for the Services, the Company shall issue to the Consultant an aggregate of five hundred thousand shares (500,000.00) of the Company’s common stock, $0.0001 par value per share (the “Consulting Shares”) on the effective date of the Agreement. If the company does not have a sufficient number of authorized shares to issue the Consulting Shares at the time of entry delivery of this Agreement, or Company shall pay Consultant the issuance sum of $50,000 (the “Fees”), which Fees, excepting reimbursement for any approved Expenses (as defined below), shall be the sole compensation payable to Consultant hereunder. The Company in its sole discretion, further to align the interests of the Consulting Shares will restrict the ongoing operations Consultant with those of the Company, may pay the Fees in the form of 1,700,000 shares of common stock (the “Consultant Shares”).In the event that the Company elects to secure capital or identify acquisition candidatesdeliver the Fees in the form of common stock, then in that event the Consulting all Consultant Shares shall be deemed “Issuable”, earned and reported vested on the Company’s financial statements. Following execution date of this Agreement however Consultant hereby waives any rights to receive proceeds from any liquidation of, or cash distributions to shareholders made by, the Company will undertake to increase through February 28, 2012. The Consultant Shares shall be restricted securities and any share certificate evidencing the number of authorized common stock or implement a reverse split of its common stock. If a reverse stock split is implemented and approved, and Consultant Shares shall bear prominently an appropriate restrictive legend confirming the Consulting Shares securities have not yet been issued, then in that event the total number of shares issuable to the Consultant shall be adjusted to reflect the reverse stock split. For purposes of example only, if the Company implements a 1:10 reverse split of its outstanding common stock and the Consulting Shares have not yet been issued, then in that event the Consultant shall receive 50,000 shares of the Company’s common stock. (i) Consultant has the requisite power and authority to enter into this Agreement. No consent, approval or agreement of any individual or entity is required to be obtained by the Consultant in connection with the execution and performance by the Consultant of this Agreement or the execution and performance by the Consultant of any agreements, instruments or other obligations entered into in connection with this Agreement. (ii) The Consultant is an “accredited investor,” as such term is defined in Rule 501 of Regulation D promulgated registered under the Securities Act of 19331933 (the “Act”) and that they may not readily be sold, as amendedtransferred, hypothecated or otherwise conveyed or disposed of absent registration under the Act or an opinion of counsel satisfactory to the Company that such registration is not required. In addition to, and the Consultant is able to bear the economic risk not in lieu of, any Fees payable hereunder, Company shall pay in advance or reimburse Consultant, within 30 days of an investment in the Consulting Shares. submission of vouchers or invoices, for all out of pocket travel, entertainment and related costs and expenses (b“Expenses”) Any commercially reasonable out-of-pocket expenses incurred by Consultant in connection with the performance of the Services Services, provided that such Expenses have been approved in advance by the Company, and provided further that nothing herein set forth requires Consultant to advance any such costs on behalf of Company. (b) Notwithstanding anything to the contrary contained herein, it is the intent of the parties hereto that the transactions contemplated pursuant to this Agreement are to take place only in the event that Company consummates that certain merger (the "Consultant Expenses"“Merger”) as set forth in that certain Agreement and Plan of Merger by and among the Company, Nine Mile Software, Inc., a Nevada corporation (“Parent”), and SD Acquisition Inc., a California corporation wholly owned by Parent. It is further the intent of the parties hereto that, upon the consummation of the Merger, the rights, duties and obligations of the Company hereunder shall be reimbursed fully assumed by the Company within thirty (30) days of Consultant submitting to the Company an invoice that details the amount of the Consultant Expenses Parent and includes written documentation of each expense. Consultant shall not charge a markup, surcharge, handling or administrative fee on the Consultant Expenses. The Company acknowledges that Consultant may incur certain expenses during the term “Consultant Shares” shall be deemed to mean shares of this Agreement, but not receive a xxxx or receipt for such expenses until after the term of this Agreement. In such case, Consultant shall provide the Company with an invoice and documentation of the expense and the Company shall reimburse Consultant for such expenses within five (5) days after receiving such invoiceParent’s common stock.

COMPENSATION TO CONSULTANT. (a) In lieu of cash and in consideration for the Services, the Company shall issue to the Consultant an aggregate of five hundred thousand 7,000,000 (7 million ) shares (500,000.00) of the Company’s common stock, $0.0001 par value per share (the “Consulting Shares”) on the effective date of the Agreement. If the company does not have a sufficient number of authorized shares to issue the Consulting Shares at the time of entry of this Agreement, or the issuance of the Consulting Shares will restrict the ongoing operations of the Company to secure capital or identify acquisition candidates, then in that event the Consulting Shares shall be deemed “Issuable”, and reported on the Company’s financial statements. Following execution of this Agreement the Company will undertake to increase the number of authorized common stock or implement a reverse split of its common stock. If a reverse stock split is implemented and approved, and the Consulting Shares have not yet been issued, then in that event the total number of shares issuable to the Consultant shall be adjusted to reflect the reverse stock split. For purposes of example only, if the Company implements a 1:10 reverse split of its outstanding common stock and the Consulting Shares have not yet been issued, then in that event the Consultant shall receive 50,000 700,000 shares of the Company’s common stock. (i) Consultant has the requisite power and authority to enter into this Agreement. No consent, approval or agreement of any individual or entity is required to be obtained by the Consultant in connection with the execution and performance by the Consultant of this Agreement or the execution and performance by the Consultant of any agreements, instruments or other obligations entered into in connection with this Agreement. (ii) The Consultant is an “accredited investor,” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended, and the Consultant is able to bear the economic risk of an investment in the Consulting Shares. (b) Any commercially reasonable out-of-pocket expenses incurred by Consultant in connection with the performance of the Services (the "Consultant Expenses") shall be reimbursed by the Company within thirty (30) days of Consultant submitting to the Company an invoice that details the amount of the Consultant Expenses and includes written documentation of each expense. Consultant shall not charge a markup, surcharge, handling or administrative fee on the Consultant Expenses. The Company acknowledges that Consultant may incur certain expenses during the term of this Agreement, but not receive a xxxx or receipt for such expenses until after the term of this Agreement. In such case, Consultant shall provide the Company with an invoice and documentation of the expense and the Company shall reimburse Consultant for such expenses within five (5) days after receiving such invoice.