Common use of The Consultant’s Fee Clause in Contracts

The Consultant’s Fee. The Consultant recognizes and understands that the Company has a deficit in working capital, negative cash flows from operations, a stockholders’ deficit and recurring net losses. The Company’s independent auditors have expressed the opinion that these issues raise substantial doubt about the Company’s ability to continue as a going concern. Accordingly, the Consultant agrees to accept compensation for its services under this Agreement in the form of shares to purchase shares of the Company’s common stock, rather than in cash, on the following terms: (a) The Company shall issue and deliver to the Consultant, as a fee for its Services under this Agreement (the “Consultant’s Fee”) 500,000 shares of the Company’s Common Stock (the “Shares”) and 300,000 warrants each to purchase one share of common stock at a price of $0.40 per share (the “Warrants”) at any time prior to the expiration of three years after the date hereof, which shall be fully earned and non-refundable in consideration of its execution of this Agreement. The Shares shall be earned as outline in Exhibit #1 heretofore attached to this Agreement. The Company shall issue the Shares and Warrants to the Consultant. (b) In connection with the formation of a strategic plan for 2002, the Board adopted a directors and officers stock option and stock award plan (the “Plan”). The Company filed a registration statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) that registers the issuance of shares of common stock, warrants and options under the terms of the Plan. The Company shall issue a portion of the Consultant’s Fee pursuant to and in accordance with the Plan as follows: 175,000 shares of the Company’s Common Stock issued pursuant to the Plan and the remaining 325,000 shares of the Company’s Common Stock, when issued, shall be issued outside of the Plan and shall be lengended “Restricted”. The certificates representing the Shares and the Warrants issued pursuant to the Plan, as well as the shares of common stock issuable upon their exercise, shall be free and clear of any legends or restrictions (c) The Company shall issue instructions to its transfer agent to issue the certificate or certificates representing the Shares and the Warrants and, upon exercise, the Shares free and clear of any legend, restriction or stop order, and deliver the Warrants and Shares, so registered, to Consultant. The Company warrants that the Warrants and Shares shall be freely transferable on the books and records of the Company. Nothing in this Section 2.1(c) shall affect in any way the Consultant’s obligations and agreement to comply with all applicable securities laws upon resale of the Warrants and the Shares.

The Consultant’s Fee. The Consultant recognizes and understands that the Company has a deficit in working capital, negative cash flows from operations, a stockholders’ deficit and recurring net losses. The Company’s independent auditors have expressed the opinion that these issues raise substantial doubt about the Company’s ability to continue as a going concern. Accordingly, the Consultant agrees to accept compensation for its services under this Agreement in the form of shares to purchase shares of the Company’s common stock, rather than in cash, on the following terms: (a) The Company shall issue and deliver to the Consultant, as a fee for its Services under this Agreement (the “Consultant’s Fee”) 500,000 shares 1,200,000 of the Company’s Common Stock (the “Shares”) and 300,000 warrants ), 500,000 Class C Warrants each to purchase one share of common stock at a price of $0.40 .37 per share, 330,000 Class D Warrants each to purchase one share of common stock at a price of $.46 per share and 170,000 Class E Warrants each to purchase one share of common stock at a price of $.65 per share (the “Warrants”) at any time prior to the expiration of three years six months after the date hereof, all of which shall be fully earned and non-refundable in consideration of its execution of this Agreement. The Shares shall be earned as outline in Exhibit #1 heretofore attached to this Agreement. The Company shall issue the Shares and Warrants to in the name of Xxxx Xxxx, the Consultant’s Nominee Advisor. (b) In connection with the formation of a strategic plan for 20022004, the Board adopted a directors and officers stock option and stock award plan (the “Plan”). The Company filed a registration statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) that registers the issuance of shares of common stock, warrants preferred stock and options under the terms of the Plan. The Company shall issue a portion of the Consultant’s Fee pursuant to and in accordance with the Plan as follows: 175,000 shares of the Company’s Common Stock issued pursuant to the Plan and the remaining 325,000 shares of the Company’s Common Stock, when issued, shall be issued outside of the Plan and shall be lengended “Restricted”Plan. The certificates representing the Shares and the Warrants issued pursuant to the Plan, as well as the shares of common stock issuable upon their exercise, shall be free and clear of any legends or restrictions. (c) The Company shall issue instructions to its transfer agent to issue the certificate or certificates representing the Shares and the Warrants andWarrants, upon exercise, the Shares free and clear of any legend, restriction or stop order, and deliver the Warrants and Sharesshares, so registered, to Consultant. The Company warrants that the Shares and Warrants and Shares as well as the shares of common stock usable upon their conversion shall be freely transferable on the books and records of the Company. Nothing in this Section 2.1(c) shall affect in any way the Consultant’s obligations and agreement to comply with all applicable securities laws upon resale of the Shares and Warrants as well as the shares of common stock usable upon their conversion. (d) If the Company shall merge or consolidate with or into another corporation for the purpose of changing the corporate domicile, then, as a result of such consolidation or merger, the Company, or such successor, as the case may be, shall make lawful and adequate provision whereby the Sharesholder of the Shares and Warrants shall receive the kind and amount of securities receivable immediately prior to such consolidation or merger without the necessity of any further action on the part of either the Company or the holder of the Shares and Warrants.

The Consultant’s Fee. The Consultant recognizes and understands that the Company has a deficit in working capital, negative cash flows from operations, a stockholders’ deficit and recurring net losses. The Company’s independent auditors have expressed the opinion that these issues raise substantial doubt about the Company’s ability to continue as a going concern. Accordingly, the Consultant agrees to accept compensation for its services under this Agreement in the form of shares to purchase shares of the Company’s common stock, rather than in cash, on the following terms: (a) The Company shall issue and deliver to the Consultant, as a fee for its Services under this Agreement (the “Consultant’s Fee”) 500,000 shares 512,000 of the Company’s Common Stock (the “Shares”) and 300,000 warrants ), 1,000,000 Class A Warrants each to purchase one share of common stock at a price of $0.40 .035 per share and 600,000 Class B Warrants each to purchase one share of common stock at a price of $.28 per share (the “Warrants”) at any time prior to the expiration of three years six months after the date hereof, all of which shall be fully earned and non-refundable in consideration of its execution of this Agreement. The Shares shall be earned as outline in Exhibit #1 heretofore attached to this Agreement. The Company shall issue the Shares and Warrants to in the name of Xxxxx Xxxxxx, the Consultant’s Nominee Advisor. (b) In connection with the formation of a strategic plan for 20022004, the Board adopted a directors and officers stock option and stock award plan (the “Plan”). The Company filed a registration statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) that registers the issuance of shares of common stock, warrants preferred stock and options under the terms of the Plan. The Company shall issue a portion of the Consultant’s Fee pursuant to and in accordance with the Plan as follows: 175,000 shares of the Company’s Common Stock issued pursuant to the Plan and the remaining 325,000 shares of the Company’s Common Stock, when issued, shall be issued outside of the Plan and shall be lengended “Restricted”Plan. The certificates representing the Shares and the Warrants issued pursuant to the Plan, as well as the shares of common stock issuable upon their exercise, shall be free and clear of any legends or restrictions. (c) The Company shall issue instructions to its transfer agent to issue the certificate or certificates representing the Shares and the Warrants andWarrants, upon exercise, the Shares free and clear of any legend, restriction or stop order, and deliver the Warrants and Sharesshares, so registered, to Consultant. The Company warrants that the Shares and Warrants and Shares as well as the shares of common stock usable upon their conversion shall be freely transferable on the books and records of the Company. Nothing in this Section 2.1(c) shall affect in any way the Consultant’s obligations and agreement to comply with all applicable securities laws upon resale of the Shares and Warrants as well as the shares of common stock usable upon their conversion. (d) If the Company shall merge or consolidate with or into another corporation for the purpose of changing the corporate domicile, then, as a result of such consolidation or merger, the Company, or such successor, as the case may be, shall make lawful and adequate provision whereby the Sharesholder of the Shares and Warrants shall receive the kind and amount of securities receivable immediately prior to such consolidation or merger without the necessity of any further action on the part of either the Company or the holder of the Shares and Warrants.

The Consultant’s Fee. The Consultant recognizes and understands that the Company has a deficit in working capital, negative cash flows from operations, a stockholders’ deficit and recurring net losses. The Company’s independent auditors have expressed the opinion that these issues raise substantial doubt about the Company’s ability to continue as a going concern. Accordingly, the Consultant agrees to accept compensation for its services under this Agreement in the form of shares to purchase shares of the Company’s 's common stock, rather than in cash, on the following terms: (a) The Company shall issue and deliver to the Consultant, on or immediately after the Effective Date, as a fee for its Services under this Agreement (the “"Consultant’s 's Fee”") 500,000 2,000,000 shares of the Company’s 's Common Stock (the “"Shares”) and 300,000 warrants each to purchase one share of common stock at a price of $0.40 per share (the “Warrants”) at any time prior to the expiration of three years after the date hereof"), which shall be fully earned and non-refundable in consideration of its execution of this Agreement. The Shares shall be earned as outline in Exhibit #1 heretofore attached to this Agreement. The Company shall issue the Shares and Warrants to registered in the name of Xxxx Xxxx, the Consultant's sole director, executive officer and shareholder. (b) In connection with the formation of a strategic plan for 20022003, the Board adopted intends to adopt a directors and officers stock option and stock award plan (the “"Plan”"). The Company filed also intends to file a registration statement on Form S-8 or other appropriate form (the “"Registration Statement”") with the Securities and Exchange Commission (the “"SEC”") that registers the issuance of shares of common stock, preferred stock, options and warrants and options under the terms of the Plan. The Shares issued by the Company shall issue a portion of as the Consultant’s 's Fee shall be covered by the Registration Statement and pursuant to and in accordance with the Plan as follows: 175,000 shares of the Company’s Common Stock issued pursuant to the Plan and the remaining 325,000 shares of the Company’s Common Stock, when issued, shall be issued outside of the Plan and shall be lengended “Restricted”Plan. The certificates representing the Shares and the Warrants issued pursuant to the Plan, as well as the shares of common stock issuable upon their exercise, shall be free and clear of any legends or restrictions. (c) The Company shall issue instructions to its transfer agent to issue the certificate or certificates representing the Shares and the Warrants andShares, upon exercise, the Shares free and clear of any legend, restriction or stop order, and deliver the Warrants and Sharesshares, so registered, to Consultant. The Company warrants that the Warrants and Shares as well as the shares of common stock usable upon their conversion shall be freely transferable on the books and records of the Company. Nothing in this Section 2.1(c) shall affect in any way the Consultant’s 's obligations and agreement to comply with all applicable securities laws upon resale of the Warrants Shares as well as the shares of common stock usable upon their conversion. (d) If the Company shall merge or consolidate with or into another corporation for the purpose of changing the corporate domicile ("Reincorporation"), then, as a result of such Reincorporation, the Company, or such successor, as the case may be, shall make lawful and adequate provision whereby the holder of the Shares shall receive the kind and amount of securities receivable immediately prior to such consolidation or merger without the necessity of any further action on the part of either the Company or the holder of the Shares.

The Consultant’s Fee. The Consultant recognizes and understands that the Company has a deficit in working capital, negative cash flows from operations, a stockholders’ deficit and recurring net losses. The Company’s independent auditors have expressed the opinion that these issues raise substantial doubt about the Company’s ability to continue as a going concern. Accordingly, the Consultant agrees to accept compensation for its services under this Agreement in the form of shares to purchase shares of the Company’s common stock, rather than in cash, on the following terms: (a) The Company shall issue and deliver to the Consultant, as a fee for its Services under this Agreement (the “Consultant’s Fee”) 500,000 shares 2,000,000 of the Company’s Common Stock (the “Shares”) and 300,000 warrants each to purchase one share of common stock at a price of $0.40 per share (the “Warrants”) at any time prior to the expiration of three years after the date hereof, which shall be fully earned and non-refundable in consideration of its execution of this Agreement. The Shares shall be earned as outline in Exhibit #1 heretofore attached to this Agreement. The Company shall issue the Shares and Warrants to in the name of Xxxxxxxxx Xxxxxxxx, the Consultant’s Nominee Advisor. (b) In connection with the formation of a strategic plan for 20022004, the Board adopted a directors and officers stock option and stock award plan (the “Plan”). The Company filed a registration statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) that registers the issuance of shares of common stock, warrants preferred stock and options under the terms of the Plan. The Company shall issue a portion of the Consultant’s Fee pursuant to and in accordance with the Plan as follows: 175,000 shares of the Company’s Common Stock issued pursuant to the Plan and the remaining 325,000 shares of the Company’s Common Stock, when issued, shall be issued outside of the Plan and shall be lengended “Restricted”Plan. The certificates representing the Shares and the Warrants issued pursuant to the Plan, as well as the shares of common stock issuable upon their exercise, shall be free and clear of any legends or restrictions. (c) The Company shall issue instructions to its transfer agent to issue the certificate or certificates representing the Shares and the Warrants andShares, upon exercise, the Shares free and clear of any legend, restriction or stop order, and deliver the Warrants and Sharesshares, so registered, to Consultant. The Company warrants that the Warrants and Shares as well as the shares of common stock usable upon their conversion shall be freely transferable on the books and records of the Company. Nothing in this Section 2.1(c) shall affect in any way the Consultant’s obligations and agreement to comply with all applicable securities laws upon resale of the Warrants Shares as well as the shares of common stock usable upon their conversion. (d) If the Company shall merge or consolidate with or into another corporation for the purpose of changing the corporate domicile, then, as a result of such consolidation or merger, the Company, or such successor, as the case may be, shall make lawful and adequate provision whereby the holder of the Shares shall receive the kind and amount of securities receivable immediately prior to such consolidation or merger without the necessity of any further action on the part of either the Company or the holder of the Shares.

The Consultant’s Fee. The Consultant recognizes and understands that the Company has a deficit in working capital, negative cash flows from operations, a stockholders’ ' deficit and recurring net losses. The Company’s 's independent auditors have expressed the opinion that these issues raise substantial doubt about the Company’s 's ability to continue as a going concern. Accordingly, the Consultant agrees to accept compensation for its services under this Agreement in the form of shares to purchase shares of the Company’s 's common stock, rather than in cash, on the following terms: (a) The Company shall issue and deliver to the Consultant, as a fee for its Services under this Agreement (the “"Consultant’s 's Fee”") 500,000 shares of the Company’s Common Stock (the “Shares”i) and 300,000 warrants 1,000,000 Class C Warrants each to purchase one share of common stock at a price of $0.40 .35 per share (the “Warrants”) at any time prior to the expiration of three years twelve months after the date hereofInitial Exercise Date as defined in the Warrant Agreement, (ii) 750,000 Class D Warrants each to purchase one share of common stock at a price of $.50 per share at any time prior to the expiration of twelve months after the Initial Exercise Date as defined in the Warrant Agreement, and (iii) 500,000 Class E Warrants each to purchase one share of common stock at a price of $.73 per share at any time prior to the expiration of twelve months after the Initial Exercise Date as defined in the Warrant Agreement (the "Warrants") which shall be fully earned and non-refundable in consideration of its execution of this Agreement. The Shares shall be earned as outline in Exhibit #1 heretofore attached to this Agreement. The Company shall issue the Shares and Warrants to in the name of the Consultant. (b) In connection with the formation of a strategic plan for 20022003, the Board adopted a directors and officers stock option and stock award plan (the “"Plan”"). The Company filed a registration statement on Form S-8 (the “"Registration Statement”") with the Securities and Exchange Commission (the “"SEC”") that registers the issuance of shares of common stock, warrants preferred stock and options under the terms of the Plan. The Company shall issue a portion of the Consultant’s 's Fee pursuant to and in accordance with the Plan as follows: 175,000 shares of the Company’s Common Stock issued pursuant to the Plan and the remaining 325,000 shares of the Company’s Common Stock, when issued, shall be issued outside of the Plan and shall be lengended “Restricted”Plan. The certificates representing the Shares and the Warrants issued pursuant to the Plan, as well as the shares of common stock issuable upon their exercise, shall be free and clear of any legends or restrictions. (c) The Company shall issue instructions to its transfer agent to issue the certificate or certificates representing the Shares and Warrants as well as the Warrants andshares of common stock usable upon their conversion, upon exercise, the Shares free and clear of any legend, restriction or stop order, and deliver the Warrants and Sharesshares, so registered, to Consultant. The Company warrants that the Warrants and Shares as well as the shares of common stock usable upon their conversion shall be freely transferable on the books and records of the Company. Nothing in this Section 2.1(c) shall affect in any way the Consultant’s 's obligations and agreement to comply with all applicable securities laws upon resale of the Warrants and as well as the Sharesshares of common stock usable upon their conversion.

The Consultant’s Fee. The Consultant recognizes and understands that the Company has a deficit in working capital, negative cash flows from operations, a stockholders’ deficit and recurring net losses. The Company’s independent auditors have expressed the opinion that these issues raise substantial doubt about the Company’s ability to continue as a going concern. Accordingly, the Consultant agrees to accept compensation for its services under this Agreement in the form of shares to purchase shares of the Company’s 's common stock, rather than in cash, on the following terms: (a) The Company shall issue and deliver to the Consultant, on or immediately after the Effective Date, as a fee for its Services under this Agreement (the “"Consultant’s 's Fee”") 500,000 2,000,000 shares of the Company’s 's Common Stock (the “"Shares”) and 300,000 warrants each to purchase one share of common stock at a price of $0.40 per share (the “Warrants”) at any time prior to the expiration of three years after the date hereof"), which shall be fully earned and non-refundable in consideration of its execution of this Agreement. The Shares shall be earned as outline in Exhibit #1 heretofore attached to this Agreement. The Company shall issue the Shares and Warrants to registered in the name of Xxxxx Xxxxxx, the Consultant's sole director, executive officer and shareholder. (b) In connection with the formation of a strategic plan for 20022003, the Board adopted intends to adopt a directors and officers stock option and stock award plan (the “"Plan”"). The Company filed also intends to file a registration statement on Form S-8 or other appropriate form (the “"Registration Statement”") with the Securities and Exchange Commission (the “"SEC”") that registers the issuance of shares of common stock, preferred stock, options and warrants and options under the terms of the Plan. The Shares issued by the Company shall issue a portion of as the Consultant’s 's Fee shall be covered by the Registration Statement and pursuant to and in accordance with the Plan as follows: 175,000 shares of the Company’s Common Stock issued pursuant to the Plan and the remaining 325,000 shares of the Company’s Common Stock, when issued, shall be issued outside of the Plan and shall be lengended “Restricted”Plan. The certificates representing the Shares and the Warrants issued pursuant to the Plan, as well as the shares of common stock issuable upon their exercise, shall be free and clear of any legends or restrictions. (c) The Company shall issue instructions to its transfer agent to issue the certificate or certificates representing the Shares and the Warrants andShares, upon exercise, the Shares free and clear of any legend, restriction or stop order, and deliver the Warrants and Sharesshares, so registered, to Consultant. The Company warrants that the Warrants and Shares as well as the shares of common stock usable upon their conversion shall be freely transferable on the books and records of the Company. Nothing in this Section 2.1(c) shall affect in any way the Consultant’s 's obligations and agreement to comply with all applicable securities laws upon resale of the Warrants Shares as well as the shares of common stock usable upon their conversion. (d) If the Company shall merge or consolidate with or into another corporation for the purpose of changing the corporate domicile ("Reincorporation"), then, as a result of such Reincorporation, the Company, or such successor, as the case may be, shall make lawful and adequate provision whereby the holder of the Shares shall receive the kind and amount of securities receivable immediately prior to such consolidation or merger without the necessity of any further action on the part of either the Company or the holder of the Shares.

The Consultant’s Fee. The Consultant recognizes and understands that the Company has a deficit in working capital, negative cash flows from operations, a stockholders’ ' deficit and recurring net losses. The Company’s 's independent auditors have expressed the opinion that these issues raise substantial doubt about the Company’s 's ability to continue as a going concern. Accordingly, the Consultant agrees to accept compensation for its his services under this Agreement in the form of shares of the Company's common stock and warrants to purchase shares of the Company’s 's common stock, rather than in cash, on the following terms: (a) The Company shall issue and deliver to the Consultant, on or immediately after the Effective Date, as a fee for its his Services under this Agreement (the “Consultant’s Fee”i) 500,000 1,000,000 shares of the Company’s Common Stock 's common stock (the “"Shares”"), (ii) and 300,000 warrants Class A Warrants each to purchase one share of common stock at a price of $0.40 .001 per share (the “Warrants”) at any time prior to the expiration of three years twelve months after the date hereofInitial Exercise Date as defined in the Warrant Agreement and (iii) 800,000 Class B Warrants each to purchase one share of common stock at a price of $.20 per share at any time prior to the expiration of twelve months after the Initial Exercise Date as defined in the Warrant Agreement (the "Warrants" and collectively with the Shares and common stock issuable upon exercise of the Warrants, the "Securities"), which shall be fully earned and non-refundable in consideration of its his execution of this Agreement. The Shares shall be earned as outline in Exhibit #1 heretofore attached to this Agreement. The Company shall issue the Shares and Warrants to registered in the name of the Consultant. (b) In connection with the formation of a strategic plan for 20022003, the Board adopted intends to adopt a directors and officers stock option and stock award plan (the “"Plan”"). The Company filed also intends to file a registration statement on Form S-8 or other appropriate form (the “"Registration Statement”") with the Securities and Exchange Commission (the “"SEC”") that registers the issuance of shares of common stock, preferred stock, options and warrants and options under the terms of the Plan. The Securities issued by the Company shall issue a portion of as the Consultant’s 's Fee shall be covered by the Registration Statement and issued pursuant to and in accordance with the Plan as follows: 175,000 shares of the Company’s Common Stock issued pursuant to the Plan and the remaining 325,000 shares of the Company’s Common Stock, when issued, shall be issued outside of the Plan and shall be lengended “Restricted”Plan. The certificates representing the Shares and the Warrants issued pursuant to the Plan, as well as the shares of common stock issuable upon their exercise, Securities shall be free and clear of any legends or restrictions. (c) The Company shall issue instructions to its transfer agent to issue the certificate or certificates representing the Shares and the Warrants andSecurities, upon exercise, the Shares free and clear of any legend, restriction or stop order, and deliver the Warrants and SharesSecurities, so registered, to Consultant. The Company warrants that the Warrants and Shares Securities shall be freely transferable on the books and records of the Company. Nothing in this Section 2.1(c) shall affect in any way the Consultant’s 's obligations and agreement to comply with all applicable securities laws upon resale of the Warrants Securities. (d) If the Company shall merge or consolidate with or into another corporation for the purpose of changing the corporate domicile ("Reincorporation"), then, as a result of such Reincorporation, the Company, or such successor, as the case may be, shall make lawful and adequate provision whereby the Sharesholder of the Securities shall receive the kind and amount of securities receivable immediately prior to such consolidation or merger without the necessity of any further action on the part of either the Company or the holder of the Securities.

The Consultant’s Fee. The Consultant recognizes and understands that the Company has a deficit in working capital, negative cash flows from operations, a stockholders’ deficit and recurring net losses. The Company’s independent auditors have expressed the opinion that these issues raise substantial doubt about the Company’s ability to continue as a going concern. Accordingly, the Consultant agrees to accept compensation for its services under this Agreement in the form of shares options to purchase shares of the Company’s common stock, rather than in cash, on the following terms: (a) The Company shall issue and deliver to the Consultant, as a fee for its Services under this Agreement (the “Consultant’s Fee”) 500,000 2,000,000 shares of the Company’s Common Stock (the “Shares”) and 300,000 warrants each to purchase one share of common stock at a price of $0.40 per share (the “Warrants”) at any time prior to the expiration of three years six months after the date hereof, all of which shall be fully earned and non-refundable in consideration of its execution of this Agreement. The Shares shall be earned are referred to as outline in Exhibit #1 heretofore attached to this Agreement. the “Consultant’s Fee.” The Company shall issue the Shares and Warrants to in the name of the Consultant. (b) In connection with the formation of a strategic plan for 20022004, the Board adopted a directors and officers stock option and stock award plan (the “Plan”). The Company filed a registration statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) that registers the issuance of shares of common stock, preferred stock, warrants and options under the terms of the Plan. The Company shall issue a portion of the Consultant’s Fee pursuant to and in accordance with the Plan as follows: 175,000 shares of the Company’s Common Stock issued pursuant to the Plan and the remaining 325,000 shares of the Company’s Common Stock, when issued, shall be issued outside of the Plan and shall be lengended “Restricted”Plan. The certificates representing the Shares and the Warrants issued pursuant to the Plan, as well as the shares of common stock issuable upon their exercise, shall be free and clear of any legends or restrictions. (c) The Company shall issue instructions to its transfer agent to issue the certificate or certificates representing the Shares and the Warrants and, upon exercise, the Shares free and clear of any legend, restriction or stop order, and deliver the Warrants and Shares, so registered, to Consultant. The Company warrants that the Warrants and Shares shall be freely transferable on the books and records of the Company. Nothing in this Section 2.1(c) shall affect in any way the Consultant’s obligations and agreement to comply with all applicable securities laws upon resale of the Warrants and the Shares.