Common use of Issuance of Equity Clause in Contracts

Issuance of Equity. As further consideration for the rights granted to Licensee by this Agreement, as of the Effective Date, (i) Licensee will issue to UFRF that number of shares of common stock of Licensee equal to five percent (5%) of the total number of issued and outstanding shares of Licensee on the Effective Date inclusive of shares set aside in the Stock Plan approved by the Board and as set forth in the Capitalization Table a copy of which is attached hereto as Attachment 4.2 and incorporated by reference herein. If at any time after the Effective Date of this Agreement and before Licensee receives a total of one million dollars ($1,000,000) in the form of cash, cash equivalents, or other consideration in exchange for the issuance of (i) Licensee’s equity securities and/or (ii) debt securities that are convertible into or exercisable or exchangeable for Licensee’s equity securities, Licensee issues any (a) shares of common stock or (b) securities that are convertible into or exercisable or exchangeable for shares of Licensee’s common stock, then in such event, Licensee shall issue additional shares of common stock to UFRF such that immediately after such issuance to UFRF the total number of shares issued to UFRF under this Section constitutes five percent (5%) of the total number of issued and outstanding shares of Licensee calculated on a fully diluted basis. The issuance of common stock to UFRF under this Section 4.2 shall be made in accordance with that certain Equity Agreement by and between UFRF and Licensee of even date herewith, a copy of which is attached hereto as Appendix D and incorporated by reference herein.