Common use of Conditional Payment Clause in Contracts

Conditional Payment. (a) In the event the Vendors have not received, by no later than the 180th day following the Closing Date (the “Six Month Anniversary”), a net amount of $450,000.00 through the sale of all, or any, of the Clearly Shares underlying the Warrants, net of sales commissions and costs of purchasing such underlying shares (the “Warrant Sale Proceeds”), the Vendors will have the right to demand that the Purchaser make a payment to the Vendors of an amount equal to the difference obtained by subtracting the Warrant Sale Proceeds from $450,000 (the “Second Payment”). The Second Payment will be paid by the Vendors to the Purchaser, within 15 Business Days of the Purchaser receiving written notice from the Vendors of demand for the Second Payment as aforesaid (the “First Demand”), by, at the Purchaser’s option, (i) certified cheque or solicitor’s trust cheque; or (ii) such number of Clearly Shares as have a market value equal to the Second Payment (the “Second Payment Clearly Shares”), such market value being calculated based on the average closing price of the Clearly Shares on the NASD OTC, or other public securities exchange, for the 10 trading day time period immediately proceeding the day on which the Purchaser receives the First Demand; provided, however, (A) the Purchaser will only have the option to make the Second Payment in Clearly Shares if the Clearly Shares have traded an average daily volume of 100,000 shares for the 30 trading days immediately preceding the day on which the Purchaser receives the First Demand; (B) in the event the Second Payment is paid in Clearly Shares and the Vendors have not received, by no later than the 20th trading day following the Vendors’ receipt of the Second Payment (the “Second Payment Anniversary”), an amount equal to the Second Payment, through the sale of all of the Second Payment Clearly Shares, net of sales commissions (the “Second Payment Share Sale Proceeds”) and other costs of disposition, the Vendors will have the right to demand that the Purchaser make a payment to the Vendors equal to the difference obtained by subtracting the Second Payment Share Sale Proceeds from the Second Payment (the “Second Payment Shortfall”); (C) the Second Payment Shortfall will be paid by the Purchaser to the Vendors, within 15 Business Days of the Purchaser receiving written notice from the Vendors of demand for the Second Payment Shortfall (the “Second Payment Shortfall Demand”), by the issuance to the Vendors of such number of Clearly Shares as have a market value equal to such Second Payment Shortfall, such market value being calculated based on the average closing price of the Clearly Shares on the NASD OTC, or other public securities exchange, for Share Purchase Agreement the 10 trading day time period immediately proceeding the day on which the Purchaser receives the Second Payment Shortfall Notice; and (D) in the event the Vendors do not deliver the First Demand to the Purchaser within 20 Business Days of the Six Month Anniversary, the Vendors, subject to Paragraph 2.4(b), will forfeit any further right to demand payment of the Second Payment. Further, the Vendor will not have any right to receive payment of the Second Payment Shortfall if the Vendors have not sold all of the Second Payment Clearly Shares prior to the Second Payment Anniversary; (b) In the event the Vendors have not received, by no later than the 365th day following the Closing Date (the “One Year Anniversary”), a net amount of $3,000,000 (net of sales commissions and other costs of disposition and the cost of purchasing the Clearly Shares underlying the Warrants) through a combination of (i) the Warrant Sale Proceeds, if any, (ii) the First Payment, and (iii) the Second Payment, if any, the Vendors will have the right to demand that the Purchaser pay the Vendors an amount (the “Third Payment”) equal to the difference obtained by subtracting from $3,000,000 the sum of (i) the Warrant Sale Proceeds, if any, (ii) the First Payment, and (iii) the Second Payment. The Third Payment will be paid by the Purchaser to the Vendors, by certified cheque or solicitor’s trust cheque, as follows: (i) by applying the Warrant Purchase Proceeds, if any, and paying such amount within 10 Business Days of the Purchaser receiving written notice from the Vendors of demand for the Third Payment (the “Second Demand”); (ii) if any balance of the Third Payment remains outstanding following payment by the Purchaser to the Vendors of the amount referred to in (i), then 50% of such outstanding balance will be paid to the Vendors within 10 Business Days of the Purchaser receiving the Second Demand; and (iii) the remaining 50% of such outstanding balance will be paid to the Vendors on the 730th day following the Closing Date (the “Two Year Anniversary”). Upon receipt of the first instalment of the Third Payment, the Vendors will return to the Purchaser, for cancellation, any Warrants not yet exercised by the Vendors. In the event the Vendors do not deliver the Second Demand to the Purchaser within 20 Business Days of the One Year Anniversary, the Vendors will forfeit any further right to demand payment of the Third Payment.

Conditional Payment. (a) In the event that the Vendors have not received, by no later than the 180th day date which is 13 months following the Closing Date (the “Six Month Anniversary”), a net amount of $450,000.00 through the sale of all, or any, of the Clearly Shares underlying the Warrants, net of sales commissions and costs of purchasing such underlying shares (the “Warrant Sale Proceeds”), the Vendors will have the right to demand that the Purchaser make a payment to the Vendors of an amount equal to the difference obtained by subtracting the Warrant Sale Proceeds from $450,000 (the “Second Payment”). The Second Payment will be paid by the Vendors to the Purchaser, within 15 Business Days of the Purchaser receiving written notice from the Vendors of demand for the Second Payment as aforesaid (the “First Demand”), by, at the Purchaser’s option, (i) certified cheque or solicitor’s trust cheque; or (ii) such number of Clearly Shares as have a market value equal to the Second Payment (the “Second Payment Clearly Shares”), such market value being calculated based on the average closing price of the Clearly Shares on the NASD OTC, or other public securities exchange, for the 10 trading day time period immediately proceeding the day on which the Purchaser receives the First Demand; provided, however, (A) the Purchaser will only have the option to make the Second Payment in Clearly Shares if the Clearly Shares have traded an average daily volume of 100,000 shares for the 30 trading days immediately preceding the day on which the Purchaser receives the First Demand; (B) in the event the Second Payment is paid in Clearly Shares and the Vendors have not received, by no later than the 20th trading day following the Vendors’ receipt of the Second Payment (the “Second Payment AnniversaryBenchmark Date”), an amount equal to the Second Payment, through the sale of all of the Clearly Shares (the “Second Payment Clearly Shares”) issued by the Purchaser to the Vendors in accordance with the provisions of Section 2.2(b) hereof, net of sales commissions and other costs of disposition (the “Second Payment Share Sale Proceeds”) and other costs of disposition), the Vendors will have the right to demand that the Purchaser make a payment to the Vendors, within 15 business days of Purchaser receiving written notice from the Vendors of demand for such payment, by certified cheque, bank draft or other source of immediately available funds, an amount equal to the difference obtained by subtracting the Second Payment Share Sale Proceeds from the Second Payment (the “Second Payment Shortfall”); (C) the Second Payment Shortfall will be paid by the Purchaser to the Vendors, within 15 Business Days of the Purchaser receiving written notice from the . The Vendors of demand for the Second Payment Shortfall (the “Second Payment Shortfall Demand”), by the issuance to the Vendors of such number of Clearly Shares as have a market value equal to such Second Payment Shortfall, such market value being calculated based on the average closing price of the Clearly Shares on the NASD OTC, or other public securities exchange, for Share Purchase Agreement the 10 trading day time period immediately proceeding the day on which the Purchaser receives the Second Payment Shortfall Notice; and (D) in the event the Vendors do not deliver the First Demand to the Purchaser within 20 Business Days of the Six Month Anniversary, the Vendors, subject to Paragraph 2.4(b), will forfeit any further right to demand payment of the Second Payment. Further, the Vendor will not have any their right to receive payment of the Second Payment Shortfall if the Vendors have not sold all of the Second Payment Clearly Shares prior to the Second Payment Anniversary;First Benchmark Date. (b) In the event that the Vendors have not received, by no later than the 365th day date which is 25 months following the Closing Date (the “One Year AnniversarySecond Benchmark Date”), a net an amount equal to the Third Payment, through the sale of $3,000,000 all of the Clearly Shares (the “Third Payment Shares”) issued by the Purchaser to the Vendors in accordance with the provisions of Section 2.2(c) hereof, net of sales commissions and other costs of disposition and (the cost of purchasing the Clearly Shares underlying the Warrants) through a combination of (i) the Warrant “Third Payment Share Sale Proceeds, if any, (ii) the First Payment, and (iii) the Second Payment, if any”), the Vendors will have the right to demand that Purchaser make a payment to the Vendors, within 15 business days of Purchaser pay receiving written notice from the Vendors of demand for such payment by certified cheque, bank draft or other source of immediately available funds, an amount (the “Third Payment”) equal to the difference obtained by subtracting the Third Payment Share Sale Proceeds from the Third Payment (the “Third Payment Shortfall”). The Vendors will forfeit their right to receive the Third Payment Shortfall if the Vendors have not sold all of the Third Payment Shares prior to the Second Benchmark Date. (c) In the event that the Vendors have not received, by no later than the First Benchmark Date, a net amount of $3,000,000 3,750,000 through the sum purchase and sale of all, or any, of the Clearly Shares issuable upon exercise of the Warrants (ithe “Warrant Proceeds”), the Vendors will have the right, within 10 days of the First Benchmark Date, to demand that Purchaser pay the Vendors any positive amount (the “Fourth Payment”) which equals $3,750,000 less the Warrant Sale Proceeds, if any. Subject to the provisions of section 9.5 hereof, (ii) one half of the First Payment, and (iii) the Second Payment. The Third Fourth Payment will be paid by the Purchaser to the Vendors, Vendors by certified cheque or solicitor’s trust cheque, as follows: (i) by applying the Warrant Purchase Proceedsbank draft or other source of immediately available funds, if any, and paying such amount within 10 Business Days business days of the Purchaser receiving written notice from the Vendors of demand for the Third Payment (the “Second Demand”); (ii) if any Fourth Payment. The balance of the Third Fourth Payment remains outstanding following payment will be paid by the Purchaser to the Vendors by certified cheque, bank draft or other source of the amount referred to in (i)immediately available funds, then 50% of such outstanding balance will be paid to the Vendors within 10 Business Days of the Purchaser receiving the Second Demand; and (iii) the remaining 50% of such outstanding balance will be paid to the Vendors on the 730th day date which is 18 months following the Closing Date (the “Two Year Anniversary”)Date. Upon receipt of the first instalment installment of the Third PaymentFourth Payment as aforesaid, the Vendors will return to the Purchaser, for cancellation, any Warrants not yet exercised by the Vendors. In the event that the Vendors do not deliver notify Purchaser in writing of demand for the Second Demand to the Purchaser Fourth Payment within 20 Business Days days of the One Year AnniversaryFirst Benchmark Date, the Vendors will forfeit any further right to demand payment of the Third Fourth Payment.