Common use of Engagement Fee Clause in Contracts

Engagement Fee. In exchange for services rendered under Section I above, Company will pay Consultant a total of two million six hundred seventy-five thousand (2,675,000) shares of restricted (pursuant to SEC Rule 144) Company common stock on or before the USURF Closing Date pursuant to the following GUARANTEE: When such shares are eligible for registration pursuant to SEC Rule 144 (twelve months following their issuance - the "Registration Date"), Company shall guarantee the market value of such shares to be worth at least $400,000 as follows: If the 10-day weighted average closing prior to the Registration Date is below $0.15 per share, Purchaser shall issue to Seller additional shares of Company common stock (the "Guarantee Shares") such that the market value of the Guarantee Shares AND the original shares issued equals $400,000. The Guarantee Shares shall also be restricted pursuant to SEC Rule 144.