Advice of Legal Counsel. Each party acknowledges and represents that, in executing this Agreement, it has had the opportunity to seek advice as to its legal rights from legal counsel and that the person signing on its behalf has read and understood all of the terms and provisions of this Agreement. This Agreement shall not be construed against any party by reason of the drafting or preparation thereof.
Advice of Legal Counsel. Each Party acknowledges, represents and warrants that it has consulted with and has obtained the advice and counsel of its attorney and that each has executed this Agreement voluntarily after careful and independent investigation, free from any fraud, duress, coercion or undue influence of any kind, without relying upon any statements, representations or warranties, written or oral, as to any law or fact made by any other Party, not expressly set forth herein.
Advice of Legal Counsel. Each party acknowledges and represents that, in executing this Agreement, it has had the opportunity to seek advice as to its legal rights from legal counsel and that the person signing on its behalf has read and understood all of the terms and provisions of this Agreement. This Agreement shall not be construed against any party by reason of the drafting or preparation thereof. The Borrower and the Secured Party have caused this Security Agreement to be duly executed and delivered as of the date set forth above. BORROWER: AMERICAS ENERGY COMPANY-AECO /s/ Xxxxxxxxxxx X. Xxxxxxxx By: Xxxxxxxxxxx X. Xxxxxxxx Title: President & CEO SECURED PARTY: HANHONG (HONG KONG) NEW ENERGY HOLDINGS LIMITED /s/ Yang (Simon) Liu By: Yang (Simon) Liu Title: President Exhibit C-1 to Investment Agreement Warrant THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. THE WARRANTS REPRESENTED HEREBY WILL BE VOID AND OF NO VALUE UNLESS EXERCISED BEFORE 5:00P.M. (EASTERN STANDARD TIME) ON _MAY, 10, 2013. AMERICAS ENERGY COMPANY 000 X. Xxxxxx Rd. Suite 300 Knoxville, TN 37923 Phone: (000) 000-0000 x 000 Web Site: xxx.xxxxxxxxxxxxxxxxxxxxx.xxx (Incorporated under the laws of Nevada) COMMON STOCK SHARE PURCHASE WARRANTS WARRANT CERTIFICATE NO. 0006 April 20, 2011 THIS IS TO CERTIFY THAT, for valuable consideration the receipt of which is hereby acknowledged, Hanhong (Hong Kong) New Energy Holdings Limited, and/or its permitted assigns (hereinafter called the “Holder”), is entitled to subscribe for and purchase 2,000,000 fully paid and non-assessable shares of capital stock, par value $0.0001 per share (the “Common Shares”) of Americas Energy Company - AECo, a Nevada corporation (hereinafter called the “Company”), during the Exercise Period (as defined below), as provided herein.
Advice of Legal Counsel. Each Party acknowledges that it has reviewed this Agreement with its own legal counsel and, based upon the advice of that counsel, freely entered into this Agreement.
Advice of Legal Counsel. Each Borrower, each Credit Party and each Guarantor represents, warrants and covenants that it has consulted with and received advice from its own legal counsel, that it has read this Amendment No. 1 and/or that its legal counsel has explained the contents of this Amendment No. 1, that it understands the terms and conditions of this Amendment No. 1, that it understands the legal consequences of executing this Amendment No. 1, and agrees to execute the same.
Advice of Legal Counsel. Each of the Fiscal Agent, any Paying Agent and any Transfer Agent may consult with such legal counsel as is satisfactory to it, and the written opinion of such legal counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith, without negligence and in accordance with such opinion.
Advice of Legal Counsel. Each Member acknowledges and represents that, in executing this Agreement, it has had the opportunity to seek advice as to its legal rights from legal counsel. This Agreement shall not be construed against either Member by reasons of the drafting or preparation hereof.
Advice of Legal Counsel. Each party acknowledges and represents ----------------------- that, in executing this Agreement, it has had the opportunity to seek advice as to its legal rights from legal counsel and that the person signing on its behalf has read and understood all of the terms and provisions of this Agreement. This Agreement shall not be construed against any party by reason of the drafting or preparation thereof. *Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SEC. The parties have executed this Escrow Agreement as of the date first above written. BUYER: DURECT CORPORATION By:________________________________________ Xxxxx X. Xxxxx, Chief Executive Officer 00000 Xxxx Xxxx Cupertino, CA 95014 Attn: Xxxx Xxx, Vice President and General Counsel SELLER: IntraEAR, Inc.
Advice of Legal Counsel. Each party acknowledges and represents ----------------------- that, in executing this Agreement, it has had the opportunity to seek advice as to its legal rights from legal counsel and that the person signing on its behalf has read and understood all of the terms and provisions of this Agreement. This Agreement shall not be construed against any party by reason of the drafting or preparation thereof. [Signature Page Follows] The parties hereto have executed this Security Agreement as of the day and year first above written. XXXXX X. XXXXXXXXX /s/ Xxxxx X. Xxxxxxxxx --------------------------------------- (Signature) Address: 0000 000xx Xx. XX ---------------------------- Xxxx Xxxxx, XX 00000 ---------------------------- ---------------------------- POINTSHARE CORPORATION By: /s/ X. Xxxxxxxxx ------------------------------------ Title: CEO --------------------------------- Address: 0000 000xx Xxxxxx XX, Xxxxx 000 Xxxxxxxx, XX 00000 EXHIBIT B-1 ----------- ASSIGNMENT SEPARATE FROM CERTIFICATE ------------------------------------ FOR VALUE RECEIVED I hereby sell, assign and transfer unto Pointshare Corporation, a Delaware corporation, (the "Company") Five Hundred Twenty-Two Thousand (522,000) shares of the Company's Common Stock standing in my name on the books of said corporation and represented by Certificate No. C-8 herewith and do hereby irrevocably constitute and appoint Xxxxxxxxxxx X. Xxxxxxx, Secretary of the Company to transfer said stock on the books of the Company with full power of substitution in the premises. Dated: December 2,1999 Signature: /s/ Xxxxx X. Xxxxxxxxx ------------------- Xxxxx X. Xxxxxxxxx This Assignment Separate from Certificate was executed in conjunction with the terms of a Security Agreement between the above assignor and the Company dated December 2, 1999. EXHIBIT B-2 ----------- CONSENT OF SPOUSE -----------------
Advice of Legal Counsel. Each party to this Agreement has consulted with, or had the opportunity to consult with, legal counsel concerning all paragraphs of this Agreement. Each party has read this Agreement, and has been fully advised by legal counsel with respect to the rights and obligations under the Agreement, or has had the opportunity to obtain such advice. Each party is fully aware of the intent and legal effect of the Agreement, and has not been influenced to any extent whatsoever by any representation or consideration other than as stated herein. After consultation with and advice from, or the opportunity for consultation with and advice from, legal counsel, each and every party voluntarily enters into this Agreement.
