Common use of COMPENSATION TO CONSULTANT Clause in Contracts

COMPENSATION TO CONSULTANT. (a) In consideration for the Services, the Company shall sell to the Consultant a 5 year warrant, which entitles Consultant to purchase 1,750,000 shares of the Company’s common stock at an exercise price of $0.50 (the “Warrant”) for an aggregate purchase price of One Hundred and Seventy Five Dollars ($175.00). The Warrant shall be issued in substantially the form attached hereto as Exhibit A. The Warrant shall be issued on the date of execution of this agreement. Consultant represents and warrants to the Company that: (i) Consultant has the requisite power and authority to enter into this Agreement. No consent, approval or agreement of any individual or entity is required to be obtained by the Consultant in connection with the execution and performance by the Consultant of this Agreement or the execution and performance by the Consultant of any agreements, instruments or other obligations entered into in connection with this Agreement. (ii) The Consultant is an “accredited investor,” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended, and the Consultant is able to bear the economic risk of an investment in the Warrant. (b) Any commercially reasonable out-of-pocket expenses incurred by Consultant in connection with the performance of the Services (the "Consultant Expenses") shall be reimbursed by the Company within thirty (30) days of Consultant submitting to the Company an invoice that details the amount of the Consultant Expenses and includes written documentation of each expense. Consultant shall not charge a markup, surcharge, handling or administrative fee on the Consultant Expenses. The Company acknowledges that Consultant may incur certain expenses during the term of this Agreement, but not receive a b▇▇▇ or receipt for such expenses until after the term of this Agreement. In such case, Consultant shall provide the Company with an invoice and documentation of the expense and the Company shall reimburse Consultant for such expenses within five (5) days after receiving such invoice.

COMPENSATION TO CONSULTANT. (a) In consideration for the Services, the Company shall sell to the Consultant a 5 year warrant, which entitles Consultant to purchase 1,750,000 issue 666,666 shares of the Company’s common stock at an exercise price of $0.50 Common Stock on the date (the “WarrantConsulting Shares”) for an aggregate purchase price of One Hundred and Seventy Five Dollars ($175.00). The Warrant shall be issued in substantially In connection with its receipt of the form attached hereto as Exhibit A. The Warrant shall be issued on the date of execution of this agreement. Consulting Shares, Consultant represents and warrants to the Company that: (i) Consultant has the requisite power and authority to enter into this Agreement. No consent, approval or agreement of any individual or entity is required to be obtained by the Consultant in connection with the execution and performance by the Consultant of this Agreement or the execution and performance by the Consultant of any agreements, instruments or other obligations entered into in connection with this Agreement. (ii) The Consultant is an “accredited investor,” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended, and the Consultant is able to bear the economic risk of an investment in the WarrantConsulting Shares. (b) Any commercially reasonable out-of-pocket expenses incurred by Consultant in connection with the performance of the Services that are pre-approved by the Company (the "Consultant Expenses") shall be reimbursed by the Company within thirty (30) days of Consultant submitting to the Company an invoice that details the amount of the Consultant Expenses and includes written documentation of each expense. Consultant shall not charge a markup, surcharge, handling or administrative fee on the Consultant Expenses. The Company acknowledges that Consultant may incur certain expenses during the term of this Agreement, but not receive a b▇▇▇ or receipt for such expenses until after the term of this Agreement. In such case, Consultant shall provide the Company with an invoice and documentation of the expense and the Company shall reimburse Consultant for such expenses within five (5) days after receiving such invoice.

COMPENSATION TO CONSULTANT. (a) In consideration for the Services, the Company shall sell to the Consultant a 5 year warrant, which entitles Consultant to purchase 1,750,000 shares of the Company’s common stock at an exercise price of $0.50 (the “Warrant”) for an aggregate purchase price of One Hundred and Seventy Five Dollars ($175.00). The Warrant shall be issued in substantially the form attached hereto as Exhibit A. The Warrant shall be issued on the date of execution of this agreement. Consultant represents and warrants to the Company that: (i) Consultant has the requisite power and authority to enter into this Agreement. No consent, approval or agreement of any individual or entity is required to be obtained by the Consultant in connection with the execution and performance by the Consultant of this Agreement or the execution and performance by the Consultant of any agreements, instruments or other obligations entered into in connection with this Agreement. (ii) The Consultant is an “accredited investor,” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended, and the Consultant is able to bear the economic risk of an investment in the Warrant. (b) Any commercially reasonable out-of-pocket expenses incurred by Consultant in connection with the performance of the Services (the "Consultant Expenses") shall be reimbursed by the Company within thirty (30) days of Consultant submitting to the Company an invoice that details the amount of the Consultant Expenses and includes written documentation of each expense. Consultant shall not charge a markup, surcharge, handling or administrative fee on the Consultant Expenses. The Company acknowledges that Consultant may incur certain expenses during the term of this Agreement, but not receive a b▇▇▇▇ or receipt for such expenses until after the term of this Agreement. In such case, Consultant shall provide the Company with an invoice and documentation of the expense and the Company shall reimburse Consultant for such expenses within five (5) days after receiving such invoice.

COMPENSATION TO CONSULTANT. (a) In consideration for the Services, the Company shall sell pay to the Consultant a 5 year warrant, which entitles Consultant to purchase 1,750,000 shares fee of the Company’s common stock at an exercise price of Two Hundred Fifty Thousand Dollars ($0.50 250,000) (the “WarrantConsulting Fee”) for an aggregate purchase price of One Hundred during the Initial Term and Seventy Five Dollars ($175.00)during each subsequent Renewal Term, if any. The Warrant Consulting Fee shall be issued paid in substantially equal monthly installments over the form attached hereto as Exhibit A. The Warrant shall be issued on the date of execution of this agreement. Consultant represents and warrants to the Company that: (i) Consultant has the requisite power and authority to enter into this Agreement. No consentInitial Term or applicable Renewal Term, approval or agreement of any individual or entity is required to be obtained by the Consultant in connection with the execution and performance by the Consultant of this Agreement or the execution and performance by the Consultant of any agreements, instruments or other obligations entered into in connection with this Agreement. (ii) The Consultant is an “accredited investor,” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended, and the Consultant is able to bear the economic risk of an investment in the Warrantif any. (b) Any commercially reasonable pre-approved out-of-pocket expenses incurred by Consultant in connection with the performance of the Services (the "“Consultant Expenses"”) shall be reimbursed by the Company within thirty (30) days of Consultant submitting to the Company an invoice that details the amount of the Consultant Expenses and includes written documentation of each expense. Consultant shall not charge a markup, surcharge, handling or administrative fee on the Consultant Expenses. The Company acknowledges that Consultant may incur certain expenses during the term of this AgreementTerm, but not receive a b▇▇▇ bill or receipt for such expenses until after the term of this AgreementTerm. In such case, Consultant shall provide the Company with an invoice and documentation of the expense and the Company shall reimburse Consultant for such expenses within five (5) days after receiving such invoice. (c) Upon a Transformative Transaction (as defined in Section 2(c)(i)) that is consummated during the Term (as defined in Section 4), Consultant shall be entitled to receive the lump-sum payment amount shown in the below based on the Transaction Price (as defined in Section 2(c)(ii)):

COMPENSATION TO CONSULTANT. (a) In consideration for the Services, the Company shall sell to the Consultant a 5 year warrant, which entitles Consultant to purchase 1,750,000 issue 666,667 shares of the Company’s common stock at an exercise price of $0.50 Common Stock on the date (the “WarrantConsulting Shares”) for an aggregate purchase price of One Hundred and Seventy Five Dollars ($175.00). The Warrant shall be issued in substantially In connection with its receipt of the form attached hereto as Exhibit A. The Warrant shall be issued on the date of execution of this agreement. Consulting Shares, Consultant represents and warrants to the Company that: (i) Consultant has the requisite power and authority to enter into this Agreement. No consent, approval or agreement of any individual or entity is required to be obtained by the Consultant in connection with the execution and performance by the Consultant of this Agreement or the execution and performance by the Consultant of any agreements, instruments or other obligations entered into in connection with this Agreement. (ii) The Consultant is an “accredited investor,” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended, and the Consultant is able to bear the economic risk of an investment in the WarrantConsulting Shares. (b) Any commercially reasonable out-of-pocket expenses incurred by Consultant in connection with the performance of the Services that are pre-approved by the Company (the "Consultant Expenses") shall be reimbursed by the Company within thirty (30) days of Consultant submitting to the Company an invoice that details the amount of the Consultant Expenses and includes written documentation of each expense. Consultant shall not charge a markup, surcharge, handling or administrative fee on the Consultant Expenses. The Company acknowledges that Consultant may incur certain expenses during the term of this Agreement, but not receive a b▇▇▇ or receipt for such expenses until after the term of this Agreement. In such case, Consultant shall provide the Company with an invoice and documentation of the expense and the Company shall reimburse Consultant for such expenses within five (5) days after receiving such invoice.

COMPENSATION TO CONSULTANT. (a) In consideration for the Services, the Company shall sell issue to the Consultant a 5 year warrant, which entitles Consultant to purchase 1,750,000 an aggregate of 1,333,333 shares of the Company’s common stock at an exercise price of $0.50 Common Stock on the date (the “WarrantConsulting Shares”) for an aggregate purchase price of One Hundred and Seventy Five Dollars ($175.00). The Warrant shall be issued in substantially In connection with its receipt of the form attached hereto as Exhibit A. The Warrant shall be issued on the date of execution of this agreement. Consulting Shares, Consultant represents and warrants to the Company that: (i) Consultant has the requisite power and authority to enter into this Agreement. No consent, approval or agreement of any individual or entity is required to be obtained by the Consultant in connection with the execution and performance by the Consultant of this Agreement or the execution and performance by the Consultant of any agreements, instruments or other obligations entered into in connection with this Agreement. (ii) The Consultant is an “accredited investor,” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended, and the Consultant is able to bear the economic risk of an investment in the WarrantConsulting Shares. (b) Any commercially reasonable out-of-pocket expenses incurred by Consultant in connection with the performance of the Services that are pre-approved by the Company (the "Consultant Expenses") shall be reimbursed by the Company within thirty (30) days of Consultant submitting to the Company an invoice that details the amount of the Consultant Expenses and includes written documentation of each expense. Consultant shall not charge a markup, surcharge, handling or administrative fee on the Consultant Expenses. The Company acknowledges that Consultant may incur certain expenses during the term of this Agreement, but not receive a b▇▇▇ or receipt for such expenses until after the term of this Agreement. In such case, Consultant shall provide the Company with an invoice and documentation of the expense and the Company shall reimburse Consultant for such expenses within five (5) days after receiving such invoice.