Common use of Advisory Fees Clause in Contracts

Advisory Fees. The Borrower shall pay to Lender a fee for advisory services provided by the Lender to the Borrower prior to the Effective Date in the amount of Five Million and No/100 United States Dollars (US$5,000,000.00) (the “Advisory Fee”), which Advisory Fee shall be paid to Lender through a combination of cash payments from Borrower to Lender, and through Dollars generated by Lender from the sale of Series A Conversion Shares, all as more specifically set forth below. In this regard, on the Effective Date, Borrower shall issue to Lender, 9,500,000 shares of the Borrower’s Series A Preferred Stock (the “Advisory Fee Shares”). The Borrower shall instruct its transfer agent (the “Transfer Agent”) to issue certificates representing the Advisory Fee Shares issuable to the Lender immediately upon the Borrower’s execution of this Agreement, and shall cause its Transfer Agent to deliver such certificates to Lender within seven (7) Business Days from the Effective Date. In the event such certificates representing the Advisory Fee Shares issuable hereunder shall not be delivered to the Lender within said seven (7) Business Day period, same shall be an immediate default under this Agreement and the other Loan Documents. The Advisory Fee Shares, and any Series A Conversion Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Borrower’s Series A Preferred Stock or the Borrowers’ Common Stock, as applicable. The Advisory Fee shall be deemed fully earned as of the Effective Date, regardless of the amount or number of Loans made hereunder, and regardless of whether all or any portion of the Withheld Amount is disbursed by Lender.

Advisory Fees. The Borrower shall pay to Lender a fee for advisory services provided by the Lender to the Borrower prior to the Effective Date in the amount of Five Million and No/100 United States Xxx Xxxxxxx Xxxxxx-Xxx Xxxxxxxx xxx Xx/000 Xxxxxx Xxxxxx Dollars (US$5,000,000.00126,000.00) (the “Advisory Fee”), which Advisory Fee shall be paid ) by issuing to Lender through under this Section a combination number of cash payments from Borrower to Lender, and through Dollars generated by Lender from the sale of Series A Conversion Shares, all as more specifically set forth below. In this regard, on the Effective Date, Borrower shall issue to Lender, 9,500,000 shares of the Borrower’s Series A Preferred Common Stock (the “Advisory Fee Shares”) as provided below. For purposes of determining the number of Advisory Fee Shares issuable to Lender under this Section, the Borrower’s Common Stock shall be valued at price equal to the lowest volume weighted average price for the Common Stock for the five (5) Business Days immediately prior to the Effective Date (the “Valuation Date”), as reported by Bloomberg (the “VWAP”). The Lender shall confirm to the Borrower in writing, the VWAP for the Common Stock as of the Valuation Date, and simultaneously with the closing of the Initial Loan, the Borrower shall issue to Lender a number of Advisory Fee Shares equal to the lesser of: (A) one hundred percent (100%) of the Advisory Fee; or (B) 4.99% of the issued and outstanding number of shares of Common Stock (the “Ownership Threshold”) as of the Effective Date, based on such VWAP as of the Valuation Date. The Borrower shall instruct its transfer agent (the “Transfer Agent”) to issue certificates representing the Advisory Fee Shares issuable to the Lender immediately upon the Borrower’s execution of this Agreement, and shall cause its Transfer Agent to deliver such certificates to Lender within seven three (73) Business Days from the Effective Date. In the event such certificates representing the Advisory Fee Shares issuable hereunder shall not be delivered to the Lender within said seven three (73) Business Day period, same shall be an immediate default under this Agreement and the other Loan Documents. The Advisory Fee Shares, and any Series A Conversion Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Borrower’s Series A Preferred Stock or the Borrowers’ Common Stock, as applicable. The Advisory Fee Shares shall be deemed fully earned as of the Effective Date, regardless of the amount or number of Loans made hereunder. Subject at all times to the adjustment provision in Section 2.5(f)(i) below, in the event the number of Advisory Fee Shares issued to Lender under this Section is based on Subsection (B) of this paragraph, then at any time the number of shares of Common Stock owned by Lender falls below the Ownership Threshold (whether as a result of Lender selling Advisory Fee Shares, or otherwise), Lender shall have the unconditional right to request that Borrower issue additional Advisory Fee Shares to Lender, up to the Ownership Threshold, until the Borrower has issued to Lender the number of Advisory Fee Shares required by Subsection (A) of this paragraph, and regardless of whether all or any portion of in such event, Borrower shall instruct its Transfer Agent to deliver such additional Advisory Fee Shares to Lender in the Withheld Amount is disbursed same manner as required by Lender.this Section..

Advisory Fees. The Borrower shall pay to Lender a fee for advisory services provided by the Lender to the Borrower prior to the Effective Date in the amount of Five Million Seven Hundred Fifty Thousand and No/100 United States Dollars (US$5,000,000.00750,000.00) (the “Advisory Fee”), which Advisory Fee shall be paid ) by issuing to Lender through a combination that number of cash payments from Borrower to Lender, and through Dollars generated by Lender from the sale of Series A Conversion Shares, all as more specifically set forth below. In this regard, on the Effective Date, Borrower shall issue to Lender, 9,500,000 shares of the Borrower’s Series A B Convertible Preferred Stock (“Series B Preferred”) having an initial liquidation value equal to the Advisory Fee. It is agreed that the number of shares of Series B Preferred issuable to Lender under this Section 2.2(f) shall be 30 (including any Common Stock into which the Series B Preferred is convertible, the “Advisory Fee Shares”). The Borrower shall instruct its transfer agent (the “Transfer Agent”) to issue certificates representing the Advisory Fee Shares issuable to the Lender immediately upon the Borrower’s execution of this Agreement, and shall cause its Transfer Agent to deliver such certificates to Lender within seven five (75) Business Days from the Effective Date. Upon conversion of the share of Series B Preferred, the Lender shall never be in possession of an amount of Common Stock greater than 4.99% of the issued and outstanding Common Stock of the Borrower provided, however that this ownership restriction described in this Section may be waived by Lender, in whole or in part, upon 61 days’ prior written notice. In the event such certificates representing the Advisory Fee Shares issuable hereunder shall not be delivered to the Lender within said seven five (75) Business Day period, same shall be an immediate default under this Agreement and the other Loan Documents. The Advisory Fee Shares, and any Series A Conversion Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Borrower’s Series A Preferred Stock or the Borrowers’ Common Stock, as applicable. The Advisory Fee Shares shall be deemed fully earned as of the Effective Date, regardless of the amount or number of Revolving Loans made hereunder, and regardless of whether all or any portion of the Withheld Amount is disbursed by Lender.

Advisory Fees. The Borrower shall pay to Lender a fee for advisory services provided by the Lender to the Borrower prior to the Effective Date in the amount of Five Million Four Hundred Fifty Thousand and No/100 United States Dollars (US$5,000,000.00450,000.00) (the “Advisory Fee”), which Advisory Fee shall be paid ) by issuing to Lender through a combination one hundred percent (100%) of cash payments from Borrower to Lender, and through Dollars generated by Lender from the sale that number of Series A Conversion Shares, all as more specifically set forth below. In this regard, on the Effective Date, Borrower shall issue to Lender, 9,500,000 shares of the Borrower’s Series A Preferred Common Stock equal to the Advisory Fee. For purposes of determining the number of shares issuable to Lender under this Section (the “Advisory Fee Shares”), the Borrower’s Common Stock shall be valued at price equal to eighty-five percent (85%) of the lowest volume weighted average price for the Common Stock for the five (5) Business Days immediately prior to the Effective Date (the “Valuation Date”), as reported by Bloomberg (the “VWAP”). The Lender shall confirm to the Borrower in writing, the VWAP for the Common Stock as of the Valuation Date, and the corresponding number of Advisory Fee Shares issuable to the Lender based on such price. The Borrower shall instruct its transfer agent (the “Transfer Agent”) to issue certificates representing the Advisory Fee Shares issuable to the Lender immediately upon the Borrower’s execution of this Agreement, and shall cause its Transfer Agent to deliver such certificates to Lender within seven three (73) Business Days from the Effective Date. In the event such certificates representing the Advisory Fee Shares issuable hereunder shall not be delivered to the Lender within said seven three (73) Business Day period, same shall be an immediate default under this Agreement and the other Loan Documents. The Advisory Fee Shares, and any Series A Conversion Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Borrower’s Series A Preferred Stock or the Borrowers’ Common Stock, as applicable. The Advisory Fee Shares shall be deemed fully earned as of the Effective Date, regardless of the amount or number of Revolving Loans made hereunder, and regardless of whether all or any portion of the Withheld Amount is disbursed by Lender.

Advisory Fees. The Borrower shall pay to Lender a fee for advisory services provided by the Lender to the Borrower prior to the Effective Date in the amount of Five Million and No/100 United States Xxx Xxxxxxx Xxxxxx-Xxxx Xxxxxxxx xxx Xx/000 Xxxxxx Xxxxxx Dollars (US$5,000,000.00125,000.00) (the “Advisory Fee”), which Advisory Fee shall be paid to Lender through a combination of cash payments from Borrower ) by issuing to Lender, and through Dollars generated by Lender from the sale of Series A Conversion Shares, all as more specifically set forth below. In this regard, on the Effective Date, Borrower shall issue to Lender, 9,500,000 shares of three (3) convertible promissory notes in the Borrower’s Series A Preferred Stock form attached hereto as Exhibit “H” (the “Advisory Fee SharesNotes”). The Borrower shall instruct its transfer agent (the “Transfer Agent”) to issue certificates representing , each of the Advisory Fee Shares issuable Notes having an original principal balance of $41,666.67 and otherwise due on the earlier to occur of: (A) the Lender immediately upon the Borrower’s execution twelve (12) month anniversary of this Agreement, and shall cause its Transfer Agent to deliver such certificates to Lender within seven (7) Business Days from the Effective Date. In ; (B) the event such certificates representing occurrence of an Event of Default; or (C) the Advisory Fee Shares issuable hereunder shall not be delivered to the Lender within said seven (7) Business Day period, same shall be an immediate default under this Agreement and the other Revolving Loan DocumentsMaturity Date. The Advisory Fee Shares, and any Series A Conversion Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Borrower’s Series A Preferred Stock or the Borrowers’ Common Stock, as applicable. The Advisory Fee Notes shall be deemed fully earned as of the Effective Date, regardless of the amount or number of Revolving Loans made hereunder. Notwithstanding anything contained in this Section to the contrary, the Borrower shall have the right to redeem the Advisory Fee Notes then in the Lender’s possession for an amount payable by the Borrower to Lender in cash equal to the Advisory Fee, less any net cash proceeds received by the Lender from any prior sales of the Advisory Fee Notes, if any. The Borrower’s obligation to pay the Advisory Fee contemplated by this Section 2.2(f), whether through payment of the Advisory Fee Notes when due, or otherwise, shall be an Obligation hereunder, secured by all Loan Documents, and regardless failure by the Borrower to pay such Advisory Fee in full as required by this Section 2.2(f) shall be an immediate Event of whether all Default hereunder and under the other Loan Documents. In the event the Lender elects to increase the Revolving Loan Commitment as permitted by this Agreement, the Borrower agrees to pay additional advisory fees to Lender either in cash or any portion in a similar manner as set forth in this Section 2.2(f) through the issuance of the Withheld Amount is disbursed by additional Advisory Fee Notes, at Lender’s sole discretion, in an amount to be mutually agreed upon between Lender and Borrower.

Advisory Fees. The Borrower shall pay to Lender a fee for advisory services provided by the Lender to the Borrower prior to the Effective Date in the amount of Three Hundred Twenty-Five Million Thousand and No/100 United States Dollars (US$5,000,000.00325,000.00) (the “Advisory Fee”), which Advisory Fee shall be paid ) by issuing to Lender through under this Section a combination number of cash payments from Borrower to Lender, and through Dollars generated by Lender from the sale of Series A Conversion Shares, all as more specifically set forth below. In this regard, on the Effective Date, Borrower shall issue to Lender, 9,500,000 shares of the Borrower’s Series A Preferred its Common Stock (the “Advisory Fee Shares”) as provided below. For purposes of determining the number of Advisory Fee Shares issuable to Lender under this Section, the Borrower’s Common Stock shall be valued at price equal to the lowest volume weighted average price for the Common Stock for the five (5) Business Days immediately prior to the Effective Date (the “Valuation Date”), as reported by Bloomberg (the “VWAP”). The Lender shall confirm to the Borrower in writing, the VWAP for the Common Stock as of the Valuation Date, and simultaneously with the closing of the Initial Loan, the Borrower shall issue to Lender a number of Advisory Fee Shares equal to the lesser of: (A) one hundred percent (100%) of the Advisory Fee; or (B) 4.99% of the issued and outstanding number of shares of Common Stock (the “Ownership Threshold”) as of the Effective Date, based on such VWAP as of the Valuation Date. The Borrower shall instruct its transfer agent (the “Transfer Agent”) to issue certificates representing the Advisory Fee Shares issuable to the Lender immediately upon the Borrower’s execution of this Agreement, and shall cause its Transfer Agent to deliver such certificates to Lender within seven three (73) Business Days from the Effective Date. In the event such certificates representing the Advisory Fee Shares issuable hereunder shall not be delivered to the Lender within said seven three (73) Business Day period, same shall be an immediate default under this Agreement and the other Loan Documents. The Advisory Fee Shares, and any Series A Conversion Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Borrower’s Series A Preferred Stock or the Borrowers’ Common Stock, as applicable. The Advisory Fee Shares shall be deemed fully earned as of the Effective Date, regardless of the amount or number of Loans made hereunder. Subject at all times to the adjustment provision in Section 2.5(f)(i) below, in the event the number of Advisory Fee Shares issued to Lender under this Section is based on Subsection (B) of this paragraph, then at any time the number of shares of Common Stock owned by Lender falls below the Ownership Threshold (whether as a result of Lender selling Advisory Fee Shares, or otherwise), Lender shall have the unconditional right to request that Borrower issue additional Advisory Fee Shares to Lender, up to the Ownership Threshold, until the Borrower has issued to Lender the number of Advisory Fee Shares required by Subsection (A) of this paragraph, and regardless of whether in such event, Borrower shall instruct its Transfer Agent to deliver such additional Advisory Fee Shares to Lender in the same manner as required by this Section. Notwithstanding anything contained in this Agreement to the contrary, in the event that Borrower pays Lender all or any portion of the Withheld Amount is disbursed by Lenderoutstanding Obligations on or before June 7, 2015, the Advisory Fee shall be reduced to Two Hundred Ninety-Two Thousand Five Hundred and No/100 United States Dollars (US$292,500.00).

Advisory Fees. The Borrower shall pay to Lender a fee for advisory services provided by the Lender to the Borrower prior to the Effective Date in the amount of Five Million Three Hundred Fifty Thousand and No/100 United States Dollars (US$5,000,000.00350,000.00) (the “Advisory Fee”), which Advisory Fee shall be paid ) by issuing to Lender through a combination that number of cash payments from Borrower to Lender, and through Dollars generated by Lender from the sale of Series A Conversion Shares, all as more specifically set forth below. In this regard, on the Effective Date, Borrower shall issue to Lender, 9,500,000 shares of the Borrower’s Series A Preferred Common Stock equal to the Advisory Fee. For purposes of determining the number of shares issuable to Lender under this Section (the “Advisory Fee Shares”), the Borrower’s Common Stock shall be valued at price equal to eighty-five percent (85%) of the lowest volume weighted average price for the Common Stock for the five (5) Business Days immediately prior to the Effective Date (the “Valuation Date”), as reported by Bloomberg (the “VWAP”). The Lender shall confirm to the Borrower in writing, the VWAP for the Common Stock as of the Valuation Date, and the corresponding number of Advisory Fee Shares issuable to the Lender based on such price. The Borrower shall instruct its transfer agent (the “Transfer Agent”) to issue certificates representing the Advisory Fee Shares issuable to the Lender immediately upon the Borrower’s execution of this Agreement, and shall cause its Transfer Agent to deliver such certificates to Lender within seven three (73) Business Days from the Effective Date. In the event such certificates representing the Advisory Fee Shares issuable hereunder shall not be delivered to the Lender within said seven three (73) Business Day period, same shall be an immediate default under this Agreement and the other Loan Documents. The Advisory Fee Shares, and any Series A Conversion Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Borrower’s Series A Preferred Stock or the Borrowers’ Common Stock, as applicable. The Advisory Fee Shares shall be deemed fully earned as of the Effective Date, regardless of the amount or number of Revolving Loans made hereunder, and regardless of whether all or any portion of the Withheld Amount is disbursed by Lender.

Advisory Fees. The Borrower shall pay to Lender a fee for advisory services provided by the Lender to the Borrower prior to the Effective Date in the amount of Five Million Eight Hundred Fifty Thousand and No/100 United States Dollars (US$5,000,000.00850,000.00) (the “Advisory Fee”), which Advisory Fee shall be paid ) by issuing to Lender through a combination one hundred percent (100%) of cash payments from Borrower to Lender, and through Dollars generated by Lender from the sale that number of Series A Conversion Shares, all as more specifically set forth below. In this regard, on the Effective Date, Borrower shall issue to Lender, 9,500,000 shares of the Borrower’s Series A Preferred Common Stock equal to the Advisory Fee. For purposes of determining the number of shares issuable to Lender under this Section (the “Advisory Fee Shares”), the Borrower’s Common Stock shall be valued at price equal to the lowest volume weighted average price for the Common Stock for the five (5) Business Days immediately prior to the Effective Date (the “Valuation Date”), as reported by Bloomberg (the “VWAP”). The Lender shall confirm to the Borrower in writing, the VWAP for the Common Stock as of the Valuation Date, and simultaneously with the closing of the Initial Loan, the Borrower shall issue to Lender a number of Advisory Fee Shares equal to the lesser of: (A) one hundred percent (100%) of the Advisory Fee; or (B) 4.99% of the issued and outstanding number of shares of Common Stock (the “Ownership Threshold”) as of the Effective Date, based on such VWAP as of the Valuation Date. The Borrower shall instruct its transfer agent (the “Transfer Agent”) to issue certificates representing the Advisory Fee Shares issuable to the Lender immediately upon the Borrower’s execution of this Agreement, and shall cause its Transfer Agent to deliver such certificates to Lender within seven three (73) Business Days from the Effective Date. In the event such certificates representing the Advisory Fee Shares issuable hereunder shall not be delivered to the Lender within said seven three (73) Business Day period, same shall be an immediate default under this Agreement and the other Loan Documents. The Advisory Fee Shares, and any Series A Conversion Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Borrower’s Series A Preferred Stock or the Borrowers’ Common Stock, as applicable. The Advisory Fee Shares shall be deemed fully earned as of the Effective Date, regardless of the amount or number of Loans made hereunder. Subject at all times to the adjustment provision in Section 2.5(f)(i) below, in the event the number of Advisory Fee Shares issued to Lender under this Section is based on Subsection (B) of this paragraph, then at any time the number of shares of Common Stock owned by Lender falls below the Ownership Threshold (whether as a result of Lender selling Advisory Fee Shares, or otherwise), Lender shall have the unconditional right to request that Borrower issue additional Advisory Fee Shares to Lender, up to the Ownership Threshold, until the Borrower has issued to Lender the number of Advisory Fee Shares required by Subsection (A) of this paragraph, and regardless of whether all or any portion of in such event, Borrower shall instruct its Transfer Agent to deliver such additional Advisory Fee Shares to Lender in the Withheld Amount is disbursed same manner as required by Lender.this Section..

Advisory Fees. The Borrower shall pay to Lender a fee for advisory services provided by the Lender to the Borrower prior to the Effective Date in the amount of Five Three Million Two Hundred Thousand and No/100 United States Dollars (US$5,000,000.003,200,000.00) (the “Advisory Fee”), which Advisory Fee shall be paid ) by issuing to Lender through a combination that number of cash payments from Borrower to Lender, and through Dollars generated by Lender from the sale of Series A Conversion Shares, all as more specifically set forth below. In this regard, on the Effective Date, Borrower shall issue to Lender, 9,500,000 shares of the Borrower’s Series A E Convertible Preferred Stock (“Series E Preferred”) equal to the Advisory Fee. It is agreed that the number of shares of Series E Preferred issuable to Lender under this Section 2.2(f) shall be [●] (including any Common Stock into which the Series E Preferred is convertible, the “Advisory Fee Shares”). The Borrower shall instruct its transfer agent (the “Transfer Agent”) to issue certificates representing the Advisory Fee Shares issuable to the Lender immediately upon the Borrower’s execution of this Agreement, and shall cause its Transfer Agent to deliver such certificates to Lender within seven five (75) Business Days from the Effective Date. Upon conversion of the share of Series E Preferred, the Lender shall never be in possession of an amount of Common Stock greater than 4.99% of the issued and outstanding Common Stock of the Borrower provided, however that this ownership restriction described in this Section may be waived by Lender, in whole or in part, upon 61 days’ prior written notice. In the event such certificates representing the Advisory Fee Shares issuable hereunder shall not be delivered to the Lender within said seven five (75) Business Day period, same shall be an immediate default under this Agreement and the other Loan Documents. The Advisory Fee Shares, and any Series A Conversion Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Borrower’s Series A Preferred Stock or the Borrowers’ Common Stock, as applicable. The Advisory Fee Shares shall be deemed fully earned as of the Effective Date, regardless of the amount or number of Revolving Loans made hereunder. Notwithstanding anything contained in this Section to the contrary, and regardless of whether in the event that the Borrower has satisfied all or any portion of the Withheld Amount is disbursed by LenderObligations owing to the Lender on or prior to ninety (90) days following the Effective Date, the Advisory Fee shall be reduced to Oxx Xxxxxxx Xxx Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxx Dollars (US$1,600,000).

Advisory Fees. The Borrower shall pay to Lender a fee for advisory services provided by the Lender to the Borrower Credit Parties prior to the Effective Date in the amount of Five Million Four Hundred Thousand and No/100 United States Dollars (US$5,000,000.00400,000.00) (the “Advisory Fee”), which Advisory Fee shall be paid ) by causing ML - Nevada to issue to Lender through a combination one hundred percent (100%) of cash payments from Borrower that number of shares of Common Stock - ML equal to Lenderthe Advisory Fee. ML – Nevada acknowledges that, and through Dollars generated by Lender from as the sale of Series A Conversion Shares, all as more specifically set forth below. In this regard, on the Effective Date, Borrower shall issue to Lender, 9,500,000 shares sole shareholder of the Borrower’s Series A Preferred Stock , it is receiving material benefits from the Loans. For purposes of determining the number of shares issuable to Lender under this Section (the “Advisory Fee Shares”), the Common Stock - ML shall be valued at price equal to the lowest volume weighted average price for the Common Stock - ML for the five (5) Business Days immediately prior to the Effective Date (the “Valuation Date”), as reported by Bloomberg (the “VWAP”). The Borrower Lender shall confirm to Credit Parties, in writing, the VWAP for the Common Stock - ML as of the Valuation Date, and the corresponding number of Advisory Fee Shares issuable to the Lender based on such price. ML - Nevada shall instruct its transfer agent (the “Transfer Agent”) to issue certificates representing the Advisory Fee Shares issuable to the Lender immediately upon the Borrower’s Credit Parties’ execution of this Agreement, and shall cause its Transfer Agent to deliver such certificates to Lender within seven three (73) Business Days from the Effective Date. In the event such certificates representing the Advisory Fee Shares issuable hereunder shall not be delivered to the Lender within said seven three (73) Business Day period, same shall be an immediate default under this Agreement and the other Loan Documents. The Advisory Fee Shares, and any Series A Conversion Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Borrower’s Series A Preferred Common Stock or the Borrowers’ Common Stock, as applicable- ML. The Advisory Fee Shares shall be deemed fully earned as of the Effective Date, regardless of the amount or number of Loans made hereunder, and regardless of whether all or any portion of the Withheld Amount is disbursed by Lender.

Advisory Fees. The Borrower shall pay to Lender a fee for advisory services provided by the Lender to the Borrower prior to the Effective Date in the amount of Five Million and No/100 United States Dollars (US$5,000,000.00) (the “Advisory Fee”), which Advisory Fee shall be paid ) by issuing to Lender through a combination one hundred percent (100%) of cash payments from Borrower to Lender, and through Dollars generated by Lender from the sale that number of Series A Conversion Shares, all as more specifically set forth below. In this regard, on the Effective Date, Borrower shall issue to Lender, 9,500,000 shares of the Borrower’s Series A Preferred Common Stock equal to a dollar amount of Xxx Xxxxxxx Xxxxxx-Xxxx Xxxxxxxx xxx Xx/000 Xxxxxx Xxxxxx Dollars (US$125,000.00) (the “Share Value”). For purposes of determining the number of shares issuable to Lender under this Section (the “Advisory Fee Shares”), the Borrower’s Common Stock shall be valued at price equal to eighty-five percent (85%) of the lowest volume weighted average price for the Common Stock for the five (5) Business Days immediately prior to the Effective Date (the “Valuation Date”), as reported by Bloomberg (the “VWAP”). The Lender shall confirm to the Borrower in writing, the VWAP for the Common Stock as of the Valuation Date, and the corresponding number of Advisory Fee Shares issuable to the Lender based on such price. The Borrower shall instruct its transfer agent (the “Transfer Agent”) to issue certificates representing the Advisory Fee Shares issuable to the Lender immediately upon the Borrower’s execution of this Agreement, and shall cause its transfer agent (the “Transfer Agent Agent”) to deliver such certificates to Lender within seven three (73) Business Days from the Effective Date. In the event such certificates representing the Advisory Fee Shares issuable hereunder shall not be delivered to the Lender within said seven three (73) Business Day period, same shall be an immediate default under this Agreement and the other Loan Documents. The Advisory Fee Shares, and any Series A Conversion Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Borrower’s Series A Preferred Stock or the Borrowers’ Common Stock, as applicable. The Advisory Fee Shares shall be deemed fully earned as of the Effective Date, regardless of the amount or number of Revolving Loans made hereunder, and regardless of whether all or any portion of the Withheld Amount is disbursed by Lender.

Advisory Fees. The Borrower shall pay to Lender a fee for advisory services provided by the Lender to the Borrower prior to the Effective Date in the amount of Five Million and No/100 United States Xxx Xxxxxxx Xxxxx Xxxxxxxx xxx Xx/000 Xxxxxx Xxxxxx Dollars (US$5,000,000.00150,000.00) (the “Advisory Fee”), which Advisory Fee shall be paid ) by issuing to Lender through a combination two hundred percent (200%) of cash payments from Borrower to Lender, and through Dollars generated by Lender from the sale that number of Series A Conversion Shares, all as more specifically set forth below. In this regard, on the Effective Date, Borrower shall issue to Lender, 9,500,000 shares of the Borrower’s Series A Preferred Common Stock equal to the Advisory Fee. For purposes of determining the number of shares issuable to Lender under this Section 2.2(f) (the “Advisory Fee Shares”), the Borrower’s Common Stock shall be valued at price equal to eighty-five percent (85%) of the lowest volume weighted average price for the Common Stock for the five (5) Business Days immediately prior to the Effective Date (the “Valuation Date”), as reported by Bloomberg (the “VWAP”). The Lender shall confirm to the Borrower in writing, the VWAP for the Common Stock as of the Valuation Date, and the corresponding number of Advisory Fee Shares issuable to the Lender based on such price. The Borrower shall instruct its transfer agent (the “Transfer Agent”) to issue certificates representing the Advisory Fee Shares issuable to the Lender immediately upon the Borrower’s execution of this Agreement, and shall cause its Transfer Agent to deliver such certificates to Lender within seven five (75) Business Days from the Effective Date. In the event such certificates representing the Advisory Fee Shares issuable hereunder shall not be delivered to the Lender within said seven five (75) Business Day period, same shall be an immediate default under this Agreement and the other Loan Documents. The Advisory Fee Shares, and any Series A Conversion Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Borrower’s Series A Preferred Stock or the Borrowers’ Common Stock, as applicable. The Advisory Fee Shares shall be deemed fully earned as of the Effective Date, regardless of the amount or number of Revolving Loans made hereunder, and regardless of whether all or any portion of the Withheld Amount is disbursed by Lender.

Advisory Fees. The Borrower shall pay to Lender a fee for advisory services provided by the Lender to the Borrower prior to the Effective Date date of this Amendment in the amount of Five Million Hundred Thousand and No/100 United States Dollars (US$5,000,000.00500,000.00) (the “"Third Amendment Advisory Fee”), which Advisory Fee shall be paid ") by issuing to Lender through a combination of cash payments from Borrower to Lender, and through Dollars generated by Lender from the sale of Series A Conversion Shares, all as more specifically set forth below. In under this regard, on the Effective Date, Borrower shall issue to Lender, 9,500,000 Section 8 shares of the Borrower’s 's Series A ___ Preferred Stock (the “"ThirdAmendment Advisory Fee Shares”"). The Borrower shall instruct its transfer agent (the “Transfer Agent”) Agent to issue certificates representing the Third Amendment Advisory Fee Shares issuable to the Lender immediately upon the Borrower’s 's execution of this AgreementAmendment, and shall cause its Transfer Agent to deliver such certificates to Lender within seven five (75) Business Days from the Effective Datedate this Amendment is executed by Borrower. In the event such certificates representing the Third Amendment Advisory Fee Shares issuable hereunder shall not be delivered to the Lender within said seven five (75) Business Day period, same shall be an immediate default under this Agreement Amendment and the other Loan Documents. The Third Amendment Advisory Fee Shares, and any Series A ____ Conversion Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Borrower’s 's Series A ____ Preferred Stock or the Borrowers’ Borrower's Common Stock, as applicable. The Third Amendment Advisory Fee Shares shall be deemed fully earned as of the Effective Date, regardless date of the amount or number execution of Loans made hereunder, and regardless of whether all or any portion of the Withheld Amount is disbursed by Lenderthis Amendment.