Common use of Commitment Fee Shares Clause in Contracts

Commitment Fee Shares. The Company shall pay to Buyer, a commitment fee (the “Commitment Fee”), by issuing to Buyer at Closing 400,000 shares of Common Stock (the “Commitment Fee Shares”). The Company shall instruct its transfer agent (the “Transfer Agent”) at Closing to issue at Closing two (2) certificates or book entry statements for 200,000 shares of Common Stock each. The Buyer shall never be in possession of an amount of Common Stock greater than 9.99% of the issued and outstanding Common Stock of the Company; provided, however that (i) this ownership restriction described in this Section may be waived by Buyer, in whole or in part, upon 61 days’ prior written notice, (ii) Buyer may advise the Company not to issue such shares until such time as Buyer’s ownership is less than 9.99%, or (iii) upon request by Buyer, the Company shall issue pre-funded warrants providing the Buyer with the same economic benefits as if the applicable Commitment Fee Shares had been issued to it. In the event any certificate or book entry statement representing the Commitment Fee Shares issuable hereunder shall not be delivered to the Buyer within the applicable five (5) business day period, same shall be an immediate default under each of the Transaction Documents. The Commitment Fee Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Common Stock. The Commitment Fee Shares shall be deemed fully earned as of the date hereof.

Commitment Fee Shares. The Company shall pay to Buyer, as a commitment fee fee, One Hundred Thousand and No/100 United States Dollars (US$100,000.00) (the “Commitment Fee”), by issuing to Buyer at Closing 400,000 that number of shares of the Company’s Common Stock equal to such amount. It is agreed that the number of shares of Common Stock issuable to Buyer under this Section 4(o) at Closing shall be 1,666,667 shares at a price per share of $0.06 (the “Commitment Fee Shares”). The Company shall instruct its transfer agent (the “Transfer Agent”) at Closing to issue at Closing two one (21) certificates certificate or book entry statements for 200,000 shares of Common Stock eachstatement representing 1,666,667 Commitment Fee Shares. The Buyer shall never be in possession of an amount of Common Stock greater than 9.99% of the issued and outstanding Common Stock of the Company; Company provided, however that (i) this ownership restriction described in this Section may be waived by Buyer, in whole or in part, upon 61 days’ prior written notice, (ii) Buyer may advise the Company not to issue such shares until such time as Buyer’s ownership is less than 9.99%, or (iii) upon request by Buyer, the Company shall issue pre-funded warrants providing the Buyer with the same economic benefits as if the applicable Commitment Fee Shares shares had been issued to it. In the event any certificate or book entry statement representing the Commitment Fee Shares issuable hereunder shall not be delivered to the Buyer within the applicable five (5) business day Business Day period, same shall be an immediate default under each of this Agreement, the Note and any other documents or agreements executed in connection with the transactions contemplated hereunder (the “Transaction Documents”). The Commitment Fee Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Company’s Common Stock. The Commitment Fee Shares shall be deemed fully earned as of the date hereof.

Commitment Fee Shares. The Company shall pay to Buyer, as a commitment fee fee, Three Hundred Twenty-Five Thousand and No/100 United States Dollars (US$325,000.00) (the “Commitment Fee”), ) by issuing to Buyer at Closing 400,000 1,300,000 shares of the Company’s Common Stock at a price per share of $0.25 (the “Commitment Fee Shares”)) and in addition, upon closing. The Company shall instruct its transfer agent (the “Transfer Agent”) at Closing to issue at Closing two (2) a certificate or book entry statement representing the Commitment Fee Shares issuable to the Buyer immediately upon the Company’s execution of this Agreement and shall cause its Transfer Agent to deliver such certificates or book entry statements for 200,000 shares of Common Stock eachto Buyer. The Buyer shall never be in possession of an amount of Common Stock greater than 9.994.99% of the issued and outstanding Common Stock of the Company; Company provided, however that (i) this ownership restriction described in this Section may be waived by Buyer, in whole or in part, upon 61 days’ prior written notice, (ii) Buyer may advise the Company not to issue such shares until such time as Buyer’s ownership is less than 9.99%, or (iii) upon request by Buyer, the Company shall issue pre-funded warrants providing the Buyer with the same economic benefits as if the applicable Commitment Fee Shares had been issued to it. In the event any certificate such certificates or book entry statement representing the Commitment Fee Shares issuable hereunder shall not be delivered to the Buyer within the applicable five (5) business day period, same it shall be an immediate default under each Section 3.2 of the Note and the other Transaction Documents. The Commitment Fee Shares and Warrant Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Company’s Common Stock. The Commitment Fee Shares and the Commitment Fee Warrants shall be deemed fully earned as of the date hereofEffective Date, regardless of the amount or number of Loans made hereunder.

Commitment Fee Shares. The Company shall pay to Buyer, as a commitment fee fee, Seven Hundred Thousand and No/100 United States Dollars (US$700,000.00) (the “Commitment Fee”), by issuing to Buyer at Closing 400,000 that number of shares of the Company’s Common Stock equal to such amount. It is agreed that the number of shares of Common Stock issuable to Buyer under this Section 4(o) at Closing shall be 2,000,000 shares at a price per share of $0.35 (the “Commitment Fee Shares”). The Company shall instruct its transfer agent (the “Transfer Agent”) at Closing to issue at Closing two (2) certificates or book entry statements one for 200,000 800,000 shares of Common Stock eachand one for 1,200,000 shares of Common Stock. The Buyer shall never be in possession of an amount of Common Stock greater than 9.99% of the issued and outstanding Common Stock of the Company; provided, however that (i) this ownership restriction described in this Section may be waived by Buyer, in whole or in part, upon 61 days’ prior written notice, (ii) Buyer may advise the Company not to issue such shares until such time as Buyer’s ownership is less than 9.99%, or (iii) upon request by Buyer, the Company shall issue pre-funded warrants providing the Buyer with the same economic benefits as if the applicable Commitment Fee Shares shares had been issued to it. In the event any certificate or book entry statement representing the Commitment Fee Shares issuable hereunder shall not be delivered to the Buyer within the applicable five (5) business day Business Day period, same shall be an immediate default under each of this Agreement, the Note, and any other documents or agreements executed in connection with the transactions contemplated hereunder (the “Transaction Documents”). The Commitment Fee Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Company’s Common Stock. The Commitment Fee Shares shall be deemed fully earned as of the date hereof.