Common use of Settlement Shares Clause in Contracts

Settlement Shares. a. Following entry of an Order by the Court in accordance with Paragraph 2 herein and the delivery by TARPON and Company of the Stipulation of Dismissal (as defined below), in settlement of the Claims, the Company shall issue and deliver to TARPON shares of its Common Stock (the “Settlement Shares”) in one or more tranches as necessary, and subject to adjustment and ownership limitations as set forth below, sufficient to generate proceeds such that the aggregate Remittance Amount equals the Claim Amount. In addition, upon the execution of this Agreement, the Company shall issue to TARPON a convertible promissory note in the principal amount of Twenty Five Thousand Dollars ($25,000.00), maturing six (6) months from the date of issuance. The convertible promissory note shall have no registration rights and shall be convertible into the common stock of the Company at any time at a conversion price equal to 50% of the low closing bid price for the thirty days prior to conversion. b. No later than the fifth Trading Day following the date that the Court enters the Order, time being of the essence, Company shall: (i) cause its legal counsel to issue an opinion to Company’s transfer agent, in form and substance reasonably acceptable to TARPON and such transfer agent, that the shares of Common Stock to be issued as the Initial Issuance and any additional issuance are legally issued, fully paid and non-assessable, are exempt from registration under the Securities Act, may be issued without restrictive legend, and may be resold by TARPON without restriction pursuant to the Court Order; and (ii) issue the Settlement Shares, in tranches as necessary, by physical delivery, or as Direct Registration Systems (DRS) shares to TARPON’s account with The Depository Trust Company (DTC) or through the Fast Automated Securities Transfer (FAST) Program of DTC’s Deposit/Withdrawal Agent Commission (DWAC) system, without any legends or restriction on transfer pursuant to the Court Order. The date upon which the first tranche of the Settlement Shares has been received into TARPON’s account and are available for sale by TARPON shall be referred to as the “Issuance Date”. c. The Company shall deliver to TARPON, through the initial tranche and any required additional tranches, that number of Settlement Shares the proceeds of sales of which generate an aggregate Remittance Amount equal to the Claim Amount. Following the sale and settlement of each tranche of Settlement Shares issued by the Company to TARPON, TARPON shall cause to be disbursed the Remittance Amount associated with such tranche to Sellers in accordance with the Claim Purchase Agreements. To the extent that the Company issues Settlement Shares in excess of that necessary to satisfy the aggregate Claim Amount, TARPON shall return any excess Settlement Shares to Company for retirement to treasury stock. The parties reasonably estimate that the fair market value of the Settlement Shares and all other amounts received or to be received by TARPON is equal to approximately $780,000.00. The parties acknowledge that the number of Settlement Shares to be issued pursuant to this Agreement is indeterminable as of the date of its execution, and could well exceed the current existing number of shares outstanding as of the date of its execution. d. Notwithstanding anything to the contrary contained herein, the Settlement Shares beneficially owned by TARPON at any given time shall not exceed the number of such shares that, when aggregated with all other shares of Company then beneficially owned by TARPON, or deemed beneficially owned by TARPON, would result in TARPON owning more than 9.99% of all of such Common Stock as would be outstanding on such date, as determined in accordance with Section 16 of the Exchange Act and the regulations promulgated thereunder. In compliance therewith, the Company agrees to deliver the Initial Issuance and any additional issuances in one or more tranches.

Settlement Shares. a. Following entry of an Order by the Court in accordance with Paragraph 2 herein and the delivery by TARPON ASC and Company of the Stipulation of Dismissal (as defined below), in settlement of the Claims, the Company shall issue and deliver to TARPON ASC shares of its Common Stock (the “"Settlement Shares”") in one or more tranches as necessary, ,and subject to adjustment and ownership limitations as set forth below, sufficient to generate proceeds such that the aggregate Remittance Amount equals the Claim Amount. In addition, upon the execution of this Agreement, the Company shall issue to TARPON ASC a convertible promissory note in the principal amount of Twenty Five Thousand Dollars ($25,000.00)15,000.00, maturing six (6) months from the date of issuance, to cover legal expenses (the "Legal Fee"). The convertible promissory note Note shall have no registration rights rights, and shall be convertible into the common stock of the Company at any time at a conversion price equal to 5075% of the low lowest closing bid price for during the thirty days twenty (20) Trading Days prior to conversion. b. No later than the fifth Trading Day following the date that the Court enters the Order, time being of the essence, Company shall: (i) cause its legal counsel to issue an opinion to Company’s 's transfer agent, in form and substance reasonably acceptable to TARPON ASC and such transfer agent, that the shares of Common Stock to be issued as the Initial Issuance and any additional issuance are legally issued, fully paid and non-assessable, are exempt from registration under the Securities Act, may be issued without restrictive legend, and may be resold by TARPON ASC without restriction pursuant to the Court Order; and (ii) issue the Settlement Shares, in tranches as necessary, by physical delivery, or as Direct Registration Systems (DRS) shares to TARPON’s ASC's account with The Depository Trust Company (DTC) or through the Fast Automated Securities Transfer (FAST) Program of DTC’s 's Deposit/Withdrawal Agent Commission (DWAC) system, without any legends or restriction on transfer pursuant to the Court Order. The date upon which the first tranche of the Settlement Shares has been received into TARPON’s ASC's account and are available for sale by TARPON ASC shall be referred to as the “"Issuance Date”". c. The Company shall deliver to TARPONASC, through the initial tranche and any required additional tranches, that number of Settlement Shares the proceeds of sales of which generate an aggregate Remittance Amount equal to the Claim Amount. Following the sale and settlement of each tranche of Settlement Shares issued by the Company to TARPONASC, TARPON ASC shall cause to be disbursed the Remittance Amount associated with such tranche to Sellers in accordance with the Claim Purchase Agreements. To the extent that the Company issues Settlement Shares in excess of that necessary to satisfy the aggregate Claim Amount, TARPON ASC shall return any excess Settlement Shares to Company for retirement to treasury stock. The parties reasonably estimate that the fair market value of the Settlement Shares and all other amounts received or to be received by TARPON ASC is equal to approximately $780,000.00330,000.00. The parties acknowledge that the number of Settlement Shares to be issued pursuant to this Agreement is indeterminable as of the date of its execution, and could well exceed the current existing number of shares outstanding as of the date of its execution. d. Notwithstanding anything to the contrary contained herein, the Settlement Shares beneficially owned by TARPON ASC at any given time shall not exceed the number of such shares that, when aggregated with all other shares of Company then beneficially owned by TARPONASC, or deemed beneficially owned by TARPONASC, would result in TARPON ASC owning more than 9.99% of all of such Common Stock as would be outstanding on such date, as determined in accordance with Section 16 of the Exchange Act and the regulations promulgated thereunder. In compliance therewith, the Company agrees to deliver the Initial Issuance and any additional issuances in one or more tranches.

Settlement Shares. a. Following entry of an Order by the Court in accordance with Paragraph 2 herein and the delivery by TARPON and Company of the Stipulation of Dismissal (as defined below), in settlement of the Claims, the Company shall issue and deliver to TARPON shares of its Common Stock (the “Settlement Shares”) in one or more tranches as necessary, and subject to adjustment and ownership limitations as set forth below, sufficient to generate proceeds such that the aggregate Remittance Amount equals the Claim Amount. In addition, upon the execution of this Agreement, the Company shall issue to TARPON a convertible promissory note in the principal amount of Twenty Seventy Five Thousand Dollars ($25,000.0075,000.00), maturing six (6) months from the date of issuance. The convertible promissory note shall have no registration rights and shall be convertible into the common stock of the Company at any time at a conversion price equal to 50% of the low closing bid price for the thirty days prior to conversion. b. No later than the fifth Trading Day following the date that the Court enters the Order, time being of the essence, Company shall: (i) cause its legal counsel to issue an opinion to Company’s transfer agent, in form and substance reasonably acceptable to TARPON and such transfer agent, that the shares of Common Stock to be issued as the Initial Issuance and any additional issuance are legally issued, fully paid and non-assessable, are exempt from registration under the Securities Act, may be issued without restrictive legend, and may be resold by TARPON without restriction pursuant to the Court Order; and (ii) issue the Settlement Shares, in tranches as necessary, by physical delivery, or as Direct Registration Systems (DRS) shares to TARPON’s account with The Depository Trust Company (DTC) or through the Fast Automated Securities Transfer (FAST) Program of DTC’s Deposit/Withdrawal Agent Commission (DWAC) system, without any legends or restriction on transfer pursuant to the Court Order. The date upon which the first tranche of the Settlement Shares has been received into TARPON’s account and are available for sale by TARPON shall be referred to as the “Issuance Date”. c. The Company shall deliver to TARPON, through the initial tranche and any required additional tranches, that number of Settlement Shares the proceeds of sales of which generate an aggregate Remittance Amount equal to the Claim Amount. Following the sale and settlement of each tranche of Settlement Shares issued by the Company to TARPON, TARPON shall cause to be disbursed the Remittance Amount associated with such tranche to Sellers in accordance with the Claim Purchase Agreements. To the extent that the Company issues Settlement Shares in excess of that necessary to satisfy the aggregate Claim Amount, TARPON shall return any excess Settlement Shares to Company for retirement to treasury stock. The parties reasonably estimate that the fair market value of the Settlement Shares and all other amounts received or to be received by TARPON is equal to approximately $780,000.001,554,250.00. The parties acknowledge that the number of Settlement Shares to be issued pursuant to this Agreement is indeterminable as of the date of its execution, and could well exceed the current existing number of shares outstanding as of the date of its execution. d. Notwithstanding anything to the contrary contained herein, the Settlement Shares beneficially owned by TARPON at any given time shall not exceed the number of such shares that, when aggregated with all other shares of Company then beneficially owned by TARPON, or deemed beneficially owned by TARPON, would result in TARPON owning more than 9.99% of all of such Common Stock as would be outstanding on such date, as determined in accordance with Section 16 of the Exchange Act and the regulations promulgated thereunder. In compliance therewith, the Company agrees to deliver the Initial Issuance and any additional issuances in one or more tranches.

Settlement Shares. a. Following entry of an Order by the Court in accordance with Paragraph 2 herein and the delivery by TARPON XXXXXXXXXX and Company of the Stipulation of Dismissal (as defined below), in settlement of the Claims, the Company shall issue and deliver to TARPON XXXXXXXXXX shares of its Common Stock (the “Settlement Shares”) in one or more tranches as necessary, and subject to adjustment and ownership limitations as set forth below, sufficient to generate proceeds such that the aggregate Remittance Amount equals the Claim Amount. In addition, upon the execution of this Agreement, the Company shall issue to TARPON a convertible promissory note in the principal amount of Twenty Five Thousand Dollars ($25,000.00), maturing six (6) months from the date of issuance. The convertible promissory note shall have no registration rights and shall be convertible into the common stock of the Company at any time at a conversion price equal to 50% of the low closing bid price for the thirty days prior to conversion. b. No later than the fifth Trading Day following the date that the Court enters the Order, time being of the essence, Company shall: (i) cause its legal counsel to issue an opinion to Company’s transfer agent, in form and substance reasonably acceptable to TARPON XXXXXXXXXX and such transfer agent, that the shares of Common Stock to be issued as the Initial Issuance initial issuance and any additional issuance are legally issued, fully paid and non-assessable, . are exempt from registration under the Securities Act, may be issued without restrictive legend, and may be resold by TARPON XXXXXXXXXX without restriction pursuant to the Court Order; and (ii) issue the Settlement Shares, in tranches as necessary, by physical delivery, or as Direct Registration Systems (DRS) shares to TARPON’s XXXXXXXXXX’x account with The Depository Trust Company (DTC) or through the Fast Automated Securities Transfer (FAST) Program of DTC’s Deposit/Withdrawal Agent Commission (DWAC) system, without any legends or restriction on transfer pursuant to the Court Order. The date upon which the first tranche initial tranche, or additional tranche, of the Settlement Shares has been received into TARPON’s XXXXXXXXXX’x account and are available for sale by TARPON XXXXXXXXXX shall be referred to as the “Issuance Date”. c. The Company shall deliver to TARPONXXXXXXXXXX, through the initial tranche and any required additional tranches, that number of Settlement Shares the proceeds of sales of which will generate an aggregate Remittance Amount equal to the Claim Amount. Following Immediately prior to the sale and settlement of each tranche of Settlement Shares issued by the Company to TARPONIssuance Date, TARPON XXXXXXXXXX shall cause to be disbursed to Sellers the Remittance Amount associated with any such tranche to Sellers of Settlement Shares in accordance with the Claim Purchase Agreements. Prior to the Issuance Date, XXXXXXXXXX shall deliver the Remittance Amount associated with any such tranche to the Escrow Agent, with instructions to disburse those funds to the Sellers. Any Remittance Amount disbursed (and the associated sales of Settlement Shares) executed to satisfy claims of Sellers who are deemed affiliates of the Company shall be made only after the proscribed holding period has lapsed. To the extent that the Company issues Settlement Shares in excess of that necessary to satisfy the aggregate Claim Amount, TARPON XXXXXXXXXX shall return any excess Settlement Shares to Company for retirement to treasury stock. reinstatement as authorized, but unissued shares.. The parties reasonably estimate that the fair market value of the Settlement Shares and all other amounts received or to be received by TARPON XXXXXXXXXX is equal to approximately $780,000.0099,127.00. The parties acknowledge that the number of Settlement Shares to be issued pursuant to this Agreement is indeterminable as of the date of its execution, and could well exceed the current existing number of shares outstanding as of the date of its execution. d. Notwithstanding anything to the contrary contained herein, the Settlement Shares beneficially owned by TARPON XXXXXXXXXX at any given time shall not exceed the number of such shares that, when aggregated with all other shares of Company then beneficially owned by TARPONXXXXXXXXXX, or deemed beneficially owned by TARPONXXXXXXXXXX, would result in TARPON XXXXXXXXXX owning more than 9.99% of all of such Common Stock as would be outstanding on such date, as determined in accordance with Section 16 of the Exchange Act and the regulations promulgated thereunder. In compliance therewith, the Company agrees to deliver the Initial Issuance and any additional issuances in one or more tranches.

Settlement Shares. a. Following entry of an Order by the Court in accordance with Paragraph 2 herein and the delivery by TARPON TRILLIUM and Company of the Stipulation of Dismissal (as defined below), in settlement of the ClaimsClaim, the Company shall issue and deliver to TARPON TRILLIUM a number of shares of its Common Stock equal to the amount of Restricted Stock, free of restrictive legend (the “Settlement Shares”) in one or more tranches as necessary), and subject to adjustment and ownership limitations as set forth below, sufficient to generate proceeds such that the aggregate Remittance Amount equals the Claim Amount. In addition, upon the execution of this Agreement, the Company shall issue to TARPON a convertible promissory note in the principal amount of Twenty Five Thousand Dollars ($25,000.00), maturing six (6) months from the date of issuance. The convertible promissory note shall have no registration rights and shall be convertible into the common stock of the Company at any time at a conversion price equal to 50% of the low closing bid price for the thirty days prior to conversion. b. No later than the fifth Trading Day following the date that the Court enters the Order, time being of the essence, Company shall: (i) cause its legal counsel to issue an opinion to Company’s transfer agent, in form and substance reasonably acceptable to TARPON TRILLIUM and such transfer agent, that the shares of Common Stock to be issued as the Initial Issuance and any additional issuance are legally issued, fully paid and non-assessable, are exempt from registration under the Securities Act, may be issued without restrictive legend, and may be resold by TARPON TRILLIUM without restriction pursuant to the Court Order; and (ii) issue the Settlement Shares, in tranches as necessary, Shares by physical delivery, or as Direct Registration Systems (DRS) shares to TARPONTRILLIUM’s account with The Depository Trust Company (DTC) or through the Fast Automated Securities Transfer (FAST) Program of DTC’s Deposit/Withdrawal Agent Commission (DWAC) system, without any legends or restriction on transfer pursuant to the Court Order. The date upon which the first tranche of the Settlement Shares has been received into TARPONTRTLLIUM’s account and are available for sale by TARPON TRILLIUM shall be referred to as the “Issuance Date”. c. The Company shall deliver to TARPON, through TRILLIUM the initial tranche and any required additional tranches, that number of Settlement Shares the proceeds of sales of which generate an aggregate Remittance Amount equal to the Claim Amount. Following the sale and settlement of each tranche of Settlement Shares issued by the Company to TARPON, TARPON shall cause to be disbursed the Remittance Amount associated with such tranche to Sellers in accordance with the Claim Purchase Agreements. To the extent that the Company issues Settlement Shares in excess of that necessary to satisfy the aggregate Claim Amount, TARPON shall return any excess Settlement Shares to Company for retirement to treasury stockShares. The parties reasonably estimate that the fair market value of the Settlement Shares and all other amounts received or to be received by TARPON TRILLIUM is equal to approximately $780,000.00. The parties acknowledge that the number of Settlement Shares to be issued pursuant to this Agreement is indeterminable as of the date of its execution, and could well exceed the current existing number of shares outstanding as of the date of its execution225,000.00. d. Notwithstanding anything to the contrary contained herein, the Settlement Shares beneficially owned by TARPON TRILLIUM at any given time shall not exceed the number of such shares that, when aggregated with all other shares of Company then beneficially owned by TARPONTRILLIUM, or deemed beneficially owned by TARPONTRILLIUM, would result in TARPON TRILLIUM owning more than 9.99% of all of such Common Stock as would be outstanding on such date, as determined in accordance with Section 16 of the Exchange Act and the regulations promulgated thereunder. In compliance therewith, the Company agrees to deliver the Initial Issuance and any additional issuances in one or more tranches.

Settlement Shares. a. Following entry of an Order by the Court in accordance with Paragraph 2 herein and the delivery by TARPON and Company of the Stipulation of Dismissal (as defined below), in settlement of the Claims, the Company shall issue and deliver to TARPON shares of its Common Stock (the “"Settlement Shares”") in it one or more tranches as necessary, and subject to adjustment and ownership limitations as set forth below, sufficient to generate proceeds such that the aggregate Remittance Amount equals the Claim Amount. In addition, upon the execution of this Agreement, the Company shall issue to TARPON a convertible promissory note in the principal amount of Twenty Five Thousand Dollars ($25,000.00), maturing six (6) months from the date of issuance. The convertible promissory note shall have no registration rights and shall be convertible into the common stock of the Company at any time at a conversion price equal to 5075% of the low closing bid price for the thirty twenty days prior to conversion. b. No later than the fifth Trading Day following the date that the Court enters the Order, time being of the essence, Company shall: : (i) cause its legal counsel to issue an opinion to Company’s 's transfer agent, in form and substance reasonably acceptable to TARPON and such transfer agent, that the shares of Common Stock to be issued as the Initial Issuance and any additional issuance are legally issued, fully paid and non-assessable, are exempt from registration under the Securities Act, may be issued without restrictive legend, and may be resold by TARPON without restriction pursuant to the Court Order; and and (ii) issue the Settlement Shares, in tranches as necessary, by physical delivery, or as Direct Registration Systems (DRS) shares to TARPON’s 's account with The Depository Trust Company (DTC) or through the Fast Automated Securities Transfer (FAST) Program of DTC’s 's Deposit/Withdrawal Agent Commission (DWAC) system, without any legends or restriction on transfer pursuant to the Court Order. The date upon which the first tranche of the Settlement Shares has been received into TARPON’s 's account and are available for sale by TARPON shall be referred to as the “"Issuance Date”." c. The Company shall deliver to TARPON, through the initial tranche and any required additional tranches, that number of Settlement Shares the proceeds of sales of which generate an aggregate Remittance Amount equal to the Claim Amount. Following the sale and settlement of each tranche of Settlement Shares issued by the Company to TARPON, TARPON shall cause to be disbursed the Remittance Amount associated with such tranche to Sellers in accordance with the Claim Purchase Agreements. To the extent that the Company issues Settlement Shares in excess of that necessary to satisfy the aggregate Claim Amount, TARPON shall return any excess Settlement Shares to Company for retirement to treasury stock. The parties reasonably estimate that the fair market value of the Settlement Shares and all other amounts received or to be received by TARPON is equal to approximately $780,000.001,687,000.00. The parties acknowledge that the number of Settlement Shares to be issued pursuant to this Agreement is indeterminable as of the date of its execution, and could well exceed the current existing number of shares outstanding as of the date of its execution. d. Notwithstanding anything to the contrary contained herein, the Settlement Shares beneficially owned by TARPON at any given time shall not exceed the number of such shares that, when aggregated with all other shares of Company then beneficially owned by TARPON, or deemed beneficially owned by TARPON, would result in TARPON owning more than 9.99% of all of such Common Stock as would be outstanding on such date, as determined in accordance with Section 16 of the Exchange Act and the regulations promulgated thereunder. In compliance therewith, the Company agrees to deliver the Initial Issuance and any additional issuances in one or more tranches.