Common use of Share Payment Clause in Contracts

Share Payment. Romarco will issue to Paragon up to 1,500,000 fully paid and non-assessable Shares as consideration for the Lease of the Property according to the following schedule: (a) 300,000 Shares upon execution of this Agreement; (b) 300,000 Shares on or before December 31, 2004; (c) as of December 31 in each of 2005, 2006 and 2007, that number of Shares which is equal to the number which is obtained by dividing $300,000 by the greater of (i) $1.00; and (ii) the Market Price on December 31 in that year (converted into U.S. dollars at the noon rate quoted by the Bank of Canada on such date) as promptly as reasonably practicable after that date; (each a “Share Payment” and collectively the “Share Payments”) provided that in the event of any alteration of the Shares, including any subdivision, consolidation or reclassification, and in the event of any form of reorganization of Romarco, including any amalgamation, merger or arrangement, Paragon shall, following the occurrence of any of those events, be entitled to receive the same number of Shares that it would have been entitled to receive had the Share Payment been made immediately prior to the occurrence of those events, and in the case of more than one such event, all adjustments shall be cumulative.