Common use of COMPENSATION TO CONSULTANT Clause in Contracts

COMPENSATION TO CONSULTANT. As full and complete consideration for the consulting and advisory services to be rendered by Consultant during the Term, the Company shall issue to Consultant shares of the Company’s common stock having an aggregate fair market value of Two Hundred Forty Thousand Dollars ($240,000). The number of shares to be issued shall be determined by dividing $240,000 by the closing price of the Company’s common stock on the first trading day following the completion of any Restructuring Event (the “Initial Valuation Price”), or, if no Restructuring Event occurs, the closing price of the Company’s common stock on the Effective Date. Such shares shall be issued promptly following the Effective Date pursuant to a duly authorized issuance resolution of the Board of Directors. On the one-year anniversary of the date on which the Initial Valuation Price is determined (the “Valuation Date”), the Company shall determine the lowest closing price of the Company’s common stock during the ten (10) trading days immediately preceding the Valuation Date (the “Anniversary Price”). If the Anniversary Price is less than the Initial Valuation Price, the Company shall issue to Consultant such additional number of shares as are necessary so that the aggregate fair market value of all shares issued pursuant to this Section 3, calculated using the Anniversary Price, equals Two Hundred Forty Thousand Dollars ($240,000). This adjustment shall operate as a hard minimum value backstop and shall apply automatically without the need for further action by Consultant. In the event the trading price of the Company’s common stock increases following the Effective Date, no reduction, clawback, or forfeiture shall apply. All shares issued pursuant to this Agreement shall include piggyback registration rights in the Company’s next registration statement on Form S-1 or Form 1-A, subject to customary underwriter limitations, if any.

COMPENSATION TO CONSULTANT. As full and complete consideration for the consulting and advisory services to be rendered by Consultant during the Term, the Company shall issue to Consultant shares of the Company’s common stock having an aggregate fair market value of Two Hundred Forty Fifty Thousand Dollars ($240,000250,000). The number of shares to be issued shall be determined by dividing $240,000 250,000 by the closing price of the Company’s common stock on the first trading day following the completion of any Restructuring Event (the “Initial Valuation Price”), or, if no Restructuring Event occurs, the closing price of the Company’s common stock on the Effective Date. Such shares shall be issued promptly following the Effective Date pursuant to a duly authorized issuance resolution of the Board of Directors. On the one-year anniversary of the date on which the Initial Valuation Price is determined (the “Valuation Date”), the Company shall determine the lowest closing price of the Company’s common stock during the ten (10) trading days immediately preceding the Valuation Date (the “Anniversary Price”). If the Anniversary Price is less than the Initial Valuation Price, the Company shall issue to Consultant such additional number of shares as are necessary so that the aggregate fair market value of all shares issued pursuant to this Section 3, calculated using the Anniversary Price, equals Two Hundred Forty Fifty Thousand Dollars ($240,000250,000). This adjustment shall operate as a hard minimum value backstop and shall apply automatically without the need for further action by Consultant. In the event the trading price of the Company’s common stock increases following the Effective Date, no reduction, clawback, or forfeiture shall apply. All shares issued pursuant to this Agreement shall include piggyback registration rights in the Company’s next registration statement on Form S-1 or Form 1-A, subject to customary underwriter limitations, if any.

COMPENSATION TO CONSULTANT. As full and complete In consideration for the consulting and advisory services to be rendered by Consultant during the TermServices, the Company shall issue to the Consultant shares of the Company’s common stock having (the “Compensation Shares”) in an aggregate fair market value amount equal to 4.2% of Two Hundred Forty Thousand Dollars the Company on a fully diluted ($240,000as-converted) basis and after giving effect to the Company’s contemplated reverse equity split and the Financing (as defined below). The number of shares to be issued Company shall be determined by dividing issue the Consultant the Compensation Shares within five (5) business days after the Company shall receive at least $240,000 by 1.0 million in proceeds in the closing price of the Company’s common stock on the first trading day following the completion of any Restructuring Event aggregate in one or more debt and/or equity financings (the “Initial Valuation PriceFinancing”), or, if no Restructuring Event occurs, ) and affect the closing price of the Company’s common reverse stock on the Effective Date. Such shares shall be issued promptly following the Effective Date pursuant to a duly authorized issuance resolution of the Board of Directors. On the one-year anniversary of the date on which the Initial Valuation Price is determined split (the “Valuation DateReverse Stock Split”) contemplated in Section 8(q) of that certain securities purchase agreement dated July 11, 2012 (the “Securities Purchase Agreement”) by and among the Company and the investors named therein. Notwithstanding the foregoing, in the event that the Company shall fail to consummate the Reverse Stock Split within forty five (45) days from the date hereof, the Company shall take all requisite action to increase the number of its authorized common stock outstanding and issue the Compensation Shares no later than sixty (60) days from the date hereof. The failure of the Company to deliver the Compensation Shares on or prior to that date that is sixty (60) days from the date hereof shall constitute a “Compensation Share Default” hereunder. Until the Company has issued and outstanding 3.5 billion shares of Common Stock (subject to adjustment for stock splits), the Company shall determine ensure that the lowest closing price Consultant shall maintain its 4.2% fully diluted equity position. In connection therewith, the Consultant shall be promptly issued additional shares of Common Stock of the Company’s common stock during Company so that Consultant shall continue to own 4.2% of the ten Company on a fully diluted (10as converted) trading days immediately preceding the Valuation Date basis after giving effect to issuance of Common Stock or securities exercisable for or convertible into Common Stock (the “Anniversary PriceEquity Anti-Dilution Adjustment”). If the Anniversary Price is less than the Initial Valuation PriceIn addition, the Company shall issue not affect any Change of Control transaction (as defined in the Securities Purchase Agreement) unless Consultant shall have receive all of the Compensation Shares it is entitled to receive hereunder prior to affecting such Change of Control transaction. Notwithstanding the foregoing, in the event that there is a Compensation Share Default that remains uncured for a fifteen (15) days, then in addition to the right to Equity Anti-Dilution Adjustments, Consultant such additional number shall also be entitled to similar Equity Anti-Dilution Adjustments for a period of shares as are necessary two (2) years from the date hereof so that the aggregate fair market value Consultant shall be issued additional shares of all shares issued pursuant to this Section 3, calculated using the Anniversary Price, equals Two Hundred Forty Thousand Dollars ($240,000). This adjustment shall operate as a hard minimum value backstop and shall apply automatically without the need for further action by Consultant. In the event the trading price Common Stock of the Company’s common stock increases following Company so that Consultant shall own 4.2% of the Effective Date, no reduction, clawback, or forfeiture shall apply. All shares issued pursuant to this Agreement shall include piggyback registration rights in the Company’s next registration statement Company on Form S-1 or Form 1-A, subject to customary underwriter limitations, if anya fully diluted (as converted basis).