GUARANTEED SHARES. On each of January 1, 2006 and July 1, 2006, subject to Section 1.3 below, each Member shall receive the number of shares of Company Convertible Preferred Stock equal to the product of (A) multiplied by (B), where (A) equals such Member's Percentage Interest and (B) equals 125,000 shares of Company Convertible Preferred Stock (the "Guaranteed Shares").

GUARANTEED SHARES. In the event that the Closing Price per share of the Guaranteed Shares on the date that the Registration Statement is first declared effective by the SEC ("Registration Price Per Share") is less than Twenty-Three Dollars ($23) (the "Guaranteed Share Price"), AppNet shall deliver certified funds to the Stockholders' Representative, within three (3) business days after the date that the Registration Statement is declared effective by the SEC, in an amount equal to the difference between the Guaranteed Share Price and the Registration Price Per Share, multiplied by the number of Guaranteed Shares actually delivered at Closing. In the event that the Registration Price Per Share is equal to or greater than the Guaranteed Share Price, AppNet shall not be required to deliver any such additional amounts. For purposes of this Agreement, "Closing Price" shall mean the closing sale price of a share of AppNet Common Stock as reported on the Nasdaq National Market (as reported in The Wall Street Journal or, if not reported thereby, another authoritative source as chosen by AppNet).

GUARANTEED SHARES. Guaranteed Share accommodations will be monitored and available only within state, federal and country regulations and may not be available at time of travel. Guaranteed Share accommodations are only available on Cosmos Europe, Cosmos North America and Cosmos South America (without extensions). GUARANTEED SHARE MATCH By selecting a share accommodation, you are authorizing The Company to match you with another participant as your roommate for the duration of your trip. The roommate pairing will be of the same sex and roommates will be assigned at time of travel. If no roommate pairing is available, The Company will cover the single supplement. Share accommodations are not available on all trips. GUARANTEED SHARE LIABILITY, DISPUTES & INCOMPATIBILITY The Company is not liable for any roommate pairing compatibility and, by accepting and purchasing a share accommodation, you waive any claims against The Company and assume all inherent risks in being assigned a roommate. The Company is not responsible for any disputes between roommates (such as sleep patterns, snoring, noise, air-conditioning or other such personal comfort requirements, etc.). Any dispute between roommates is your responsibility to resolve. During the trip, alternate single arrangements, if available, may be secured but are never guaranteed. You are responsible for covering any extra expenses resulting from changing your rooming arrangements on trip. Payment in full will be required immediately upon securing new accommodations.

GUARANTEED SHARES. In the event that the Closing Price per share of the Guaranteed Shares on the date that the Registration Statement is first declared effective by the SEC (the "Registration Price Per Share") is less than Thirty-Four Dollars and Sixty-Five Cents ($34.65) (the "Guaranteed Share Price") (or, in the event that a Change of Control occurs prior to October 31, 2000, the Guaranteed Share Price shall be an amount equal to Thirty-Four Dollars and Sixty-Five Cents ($34.65) divided by the exchange ratio offered to other AppNet shareholders for their AppNet Common Stock), AppNet shall deliver certified funds to the Stockholders' Representative, within three (3) business days after the date that the Registration Statement is declared effective by the SEC, in an amount equal to the difference between the Guaranteed Share Price and the Registration Price Per Share, multiplied by the number of Guaranteed Shares actually delivered at Closing; PROVIDED, HOWEVER, that in the event that the Registration Price Per Share is equal to or greater than the Guaranteed Share Price, AppNet shall not be required to deliver any such additional amounts. For purposes of this Agreement, "Closing Price" shall mean the closing sale price of a share of AppNet Common Stock or, in the event that a Change of Control has been consummated prior to October 31, 2000, the closing sale price of the stock received in exchange for the AppNet Common Stock, each as reported on the Nasdaq National Market (as reported in The Wall Street Journal or, if not reported thereby, another authoritative source as chosen by AppNet or the Acquiror, as the case may be). Notwithstanding the foregoing, in the event that any consideration other than Substituted Shares is received by any Stockholders in the Change of Control transaction, the amount of such consideration received with respect to the Guaranteed Shares shall reduce, on a dollar-for-dollar basis, any amounts required to be paid pursuant to this Section 5.12(c)."

GUARANTEED SHARES. Guaranteed Share accommodations will be monitored and available only within state, federal and country regulations and may not be available at time of travel. Guaranteed Share accommodations are only available on Cosmos Europe, Cosmos North America and Cosmos South America (without extensions). GUARANTEED SHARE MATCH By selecting a share accommodation, you are authorizing The Company (and/or the tour operator if applicable) to match you with another participant as your roommate for the duration of your trip. The roommate pairing will be of the same sex and roommates will be assigned at time of travel. If no roommate pairing is available, The Company (or the tour operator if applicable) will cover the single supplement. Share accommodations are not available on all trips. GUARANTEED SHARE LIABILITY, DISPUTES & INCOMPATIBILITY The Company (or the tour operator if applicable) is not liable for any roommate pairing compatibility and, by accepting and purchasing a share accommodation, you waive any claims against The Company (and/or the tour operator if applicable) and assume all inherent risks in being assigned a roommate. The Company (and/or the tour operator if applicable) is not responsible for any disputes between roommates (such as sleep patterns, snoring, noise, air- conditioning or other such personal comfort requirements, etc.). Any dispute between roommates is your responsibility to resolve. During the trip, alternate single arrangements, if available, may be secured but are never guaranteed. You are responsible for covering any extra expenses resulting from changing your rooming arrangements on trip. Payment in full will be required immediately upon securing new accommodations.

Related to GUARANTEED SHARES

Conversion Shares The Company has authorized and has reserved and covenants to continue to reserve, free of preemptive rights and other similar contractual rights of stockholders, a number of shares of Common Stock equal to one hundred fifty percent (150%) of the number of shares of Common Stock as shall from time to time be sufficient to effect the conversion of all of the Preferred Shares and exercise of the Warrants then outstanding. Any shares of Common Stock issuable upon conversion of the Preferred Shares and exercise of the Warrants (and such shares when issued) are herein referred to as the “Conversion Shares” and the “Warrant Shares”, respectively. The Preferred Shares, the Conversion Shares and the Warrant Shares are sometimes collectively referred to as the “Shares”.
Purchase of Convertible Debentures Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, each Buyer agrees, severally and not jointly, to purchase at Closing (as defined herein below) and the Company agrees to sell and issue to each Buyer, severally and not jointly, at Closing, Convertible Debentures in amounts corresponding with the Subscription Amount set forth opposite each Buyer's name on Schedule I hereto. Upon execution hereof by a Buyer, the Buyer shall wire transfer the Subscription Amount set forth opposite his name on Schedule I in same-day funds or a check payable to "First Union National Bank, as Escrow Agent for Vertical Computer Systems, Inc. / Cornell Capital Partners, LP", which Subscription Amount shall be held in escrow pursuant to the terms of the Escrow Agreement (as hereinafter defined) and disbursed in accordance therewith. Notwithstanding the foregoing, a Buyer may withdraw his Subscription Amount and terminate this Agreement as to such Buyer at any time after the execution hereof and prior to Closing (as hereinafter defined).
Option Shares For the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Shares, the Company hereby grants to the Underwriters an option to purchase up to [●] additional shares of Common Stock, representing fifteen percent (15%) of the Firm Shares sold in the offering, from the Company (the “Over-allotment Option”). Such [●] additional shares of Common Stock, the net proceeds of which will be deposited with the Company’s account, are hereinafter referred to as “Option Shares.” The purchase price to be paid per Option Share shall be equal to the price per Firm Share set forth in Section 1.1.1 hereof. The Firm Shares and the Option Shares are hereinafter referred to together as the “Public Securities.” The offering and sale of the Public Securities is hereinafter referred to as the “Offering.”
No Rights of a Stockholder The Participant shall not have any of the rights of a stockholder with respect to the Shares subject to the Restricted Stock Units until such Shares have been issued.
GRANT OF THE RIGHT TO PURCHASE PREFERRED STOCK The Company hereby grants to the Warrantholder, and the Warrantholder is entitled, upon the terms and subject to the conditions hereinafter set forth, to subscribe for and purchase from the Company, 9,694 fully paid and non-assessable shares of the Company’s Series B Preferred Stock (“Preferred Stock”) at a purchase price of $4.90 per share (the “Exercise Price”). The number and purchase price of such shares are subject to adjustment as provided in Section 8 hereof.
Preferred Shares The Preferred Shares have been duly and validly authorized, and, when issued and delivered pursuant to this Agreement, such Preferred Shares will be duly and validly issued and fully paid and non-assessable, will not be issued in violation of any preemptive rights, and will rank pari passu with or senior to all other series or classes of Preferred Stock, whether or not issued or outstanding, with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Company.
Founder Shares In July 2023 and September 2023, Hercules Capital Management Corp (the “Sponsor”) acquired an aggregate of 1,437,500 Class B ordinary shares of the Company, par value $0.0001 per share (the “Founder Shares”), for an aggregate consideration of $25,000 to. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor or any of its transferees prior to the date hereof (collectively, the “Initial Shareholders”) until the earlier of: (i) six months following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the initial Business Combination, that results in all of the Company’s public shareholders having the right to exchange their Ordinary Shares for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period after the initial Business Combination, 50% of the Founder Shares will be released from such transfer restrictions. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination within the period of time as provided in its amended and restated memorandum and articles of association. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 187,500 Founder Shares) such that the Founder Shares then outstanding will comprise approximately 20% of the issued and outstanding shares of the Company (excluding the Placement Shares (as defined below) and the Representative Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
Restricted Shares Employee hereby accepts the Restricted Shares when issued and agrees with respect thereto as follows:
Consideration Shares All Consideration Shares will, when issued in accordance with the terms of the Arrangement, be duly authorized, validly issued, fully paid and non-assessable Purchaser Shares.
Shares The term “

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