Common use of Agreement to Purchase Purchase Price Clause in Contracts

Agreement to Purchase Purchase Price. In consideration of the Buyer’s investment of Fifty Four Thousand One Hundred and Nine Dollars and Fifty-Nine Cents ($54,109.59) in the Company, the Company hereby agrees to issue the Initial Note to the Buyer. In the Company’s sole and absolute discretion, the Buyer further shall have the option to purchase additional 12% convertible notes of the Company due on the six (6) month anniversary of the issuance date of such note in a principal amount of at least $10,000 at any time after the Buyer’s purchase of the Initial Note and prior to August 31, 2017 (the “Additional Notes”),; the Initial Note and any Additional Notes, and, are collectively referred to herein as the “Notes”); provided, the Company reserves the right to not to issue and sell any of all of the Additional Notes the Buyer may request be issued to Buyer. Any such sale of the Additional Notes shall be effected by the Buyer providing the Company with funds in the principal amount of each of the Additional Notes on or prior to August 31, 2017 and the Company providing to the Buyer and the Buyer executing a separate securities purchase agreement between the Buyer and the Company for each additional investment, followed by the Company’s issuance and delivery of an Additional Note for each such accepted investment. Any Notes that are purchased prior to June 30, 2017 shall have a stated conversion price of $0.20 per share. Any Notes that are purchased after June 30, 2017 and prior to July 31, 2017 shall have a stated conversion price of $0.25 per share. Any Notes that are purchased after July 31, 2017 shall have a stated conversion rate of $0.30 per share. If the Company elects not to issue any Additional Note(s), it shall return any funds received by it in respect thereof to the Buyer and instead of providing the Buyer with a separate securities purchase agreement to execute, it shall provide the Buyer with a notification of its election not to issue any such Notes. If the aggregate principal amount of the Notes purchased by Buyer hereunder is greater than or equal to Thirty Thousand Dollars ($30,000), upon maturity of each of the Notes or the Buyer’s conversion of the Notes held by Buyer, the Company will issue to Buyer a warrant, in the form attached as Annex B hereto (the “Warrant”), to purchase such number of shares of the Company’s common stock, $0.001 par value (the “Common Stock”) (representing 100% warrant coverage on the issued Notes e.g., the number of shares of Common Stock that are equal to the quotient obtained by dividing for each issued Note (i) the principal amount of such Note by (ii) the applicable conversion price of the Note) at an exercise price of $0.30 per share; provided if Buyer converts any of the Notes that are issued by the Company prior to maturity, the stated exercise price for the Warrant to be issued in respect of such converted Note(s) shall be reduced to $0.20 per share from $0.30 per share; provided, further that if the Company shall elect not to issue any Additional Notes, after receipt of funds from Buyer for such Additional Notes, upon maturity of the Initial Note or earlier conversion date, the number of shares underlying the Warrant to be issued to the Buyer upon maturity of the Initial Note or earlier conversion date shall be equal to an amount representing 100% warrant coverage (e.g., the number of shares of Common Stock that are equal to the quotient obtained by dividing (i) one hundred percent (100%) of the principal amount of the Notes that have been issued to such Buyer by (ii) the applicable conversion price of each issued Note).

Agreement to Purchase Purchase Price. In consideration of the Buyer’s investment of Fifty Two Thousand Four Thousand One Hundred and Nine Ninety Three Dollars and Fifty-Nine Cents ($54,109.5952,493.59) in the Company, the Company hereby agrees to issue the Initial Note to the Buyer. In the Company’s sole and absolute discretion, the Buyer further shall have the option to purchase additional 12% convertible notes of the Company due on the six (6) month anniversary of the issuance date of such note in a principal amount of at least $10,000 at any time after the Buyer’s purchase of the Initial Note and prior to August 31, 2017 (the “Additional Notes”),; the Initial Note and any Additional Notes, and, are collectively referred to herein as the “Notes”); provided, the Company reserves the right to not to issue and sell any of all of the Additional Notes the Buyer may request be issued to Buyer. Any such sale of the Additional Notes shall be effected by the Buyer providing the Company with funds in the principal amount of each of the Additional Notes on or prior to August 31, 2017 and the Company providing to the Buyer and the Buyer executing a separate securities purchase agreement between the Buyer and the Company for each additional investment, followed by the Company’s issuance and delivery of an Additional Note for each such accepted investment. Any Notes that are purchased prior to June 30, 2017 shall have a stated conversion price of $0.20 per share. Any Notes that are purchased after June 30, 2017 and prior to July 31, 2017 shall have a stated conversion price of $0.25 per share. Any Notes that are purchased after July 31, 2017 shall have a stated conversion rate of $0.30 per share. If the Company elects not to issue any Additional Note(s), it shall return any funds received by it in respect thereof to the Buyer and instead of providing the Buyer with a separate securities purchase agreement to execute, it shall provide the Buyer with a notification of its election not to issue any such Notes. If the aggregate principal amount of the Notes purchased by Buyer hereunder is greater than or equal to Thirty Thousand Dollars ($30,000), upon maturity of each of the Notes or the Buyer’s conversion of the Notes held by Buyer, the Company will issue to Buyer a warrant, in the form attached as Annex B hereto (the “Warrant”), to purchase such number of shares of the Company’s common stock, $0.001 par value (the “Common Stock”) (representing 100% warrant coverage on the issued Notes e.g., the number of shares of Common Stock that are equal to the quotient obtained by dividing for each issued Note (i) the principal amount of such Note by (ii) the applicable conversion price of the Note) at an exercise price of $0.30 per share; provided if Buyer converts any of the Notes that are issued by the Company prior to maturity, the stated exercise price for the Warrant to be issued in respect of such converted Note(s) shall be reduced to $0.20 per share from $0.30 per share; provided, further that if the Company shall elect not to issue any Additional Notes, after receipt of funds from Buyer for such Additional Notes, upon maturity of the Initial Note or earlier conversion date, the number of shares underlying the Warrant to be issued to the Buyer upon maturity of the Initial Note or earlier conversion date shall be equal to an amount representing 100% warrant coverage (e.g., the number of shares of Common Stock that are equal to the quotient obtained by dividing (i) one hundred percent (100%) of the principal amount of the Notes that have been issued to such Buyer by (ii) the applicable conversion price of each issued Note).

Agreement to Purchase Purchase Price. In consideration of the Buyer’s investment of Fifty Three Thousand Four Thousand One Hundred and Nine Fifty Two Dollars and Fifty-Nine Six Cents ($54,109.5953,452.06) in the Company, the Company hereby agrees to issue the Initial Note to the Buyer. In the Company’s sole and absolute discretion, the Buyer further shall have the option to purchase additional 12% convertible notes of the Company due on the six (6) month anniversary of the issuance date of such note in a principal amount of at least $10,000 at any time after the Buyer’s purchase of the Initial Note and prior to August 31, 2017 (the “Additional Notes”),; the Initial Note and any Additional Notes, and, are collectively referred to herein as the “Notes”); provided, the Company reserves the right to not to issue and sell any of all of the Additional Notes the Buyer may request be issued to Buyer. Any such sale of the Additional Notes shall be effected by the Buyer providing the Company with funds in the principal amount of each of the Additional Notes on or prior to August 31, 2017 and the Company providing to the Buyer and the Buyer executing a separate securities purchase agreement between the Buyer and the Company for each additional investment, followed by the Company’s issuance and delivery of an Additional Note for each such accepted investment. Any Notes that are purchased prior to June 30, 2017 shall have a stated conversion price of $0.20 per share. Any Notes that are purchased after June 30, 2017 and prior to July 31, 2017 shall have a stated conversion price of $0.25 per share. Any Notes that are purchased after July 31, 2017 shall have a stated conversion rate of $0.30 per share. If the Company elects not to issue any Additional Note(s), it shall return any funds received by it in respect thereof to the Buyer and instead of providing the Buyer with a separate securities purchase agreement to execute, it shall provide the Buyer with a notification of its election not to issue any such Notes. If the aggregate principal amount of the Notes purchased by Buyer hereunder is greater than or equal to Thirty Thousand Dollars ($30,000), upon maturity of each of the Notes or the Buyer’s conversion of the Notes held by Buyer, the Company will issue to Buyer a warrant, in the form attached as Annex B hereto (the “Warrant”), to purchase such number of shares of the Company’s common stock, $0.001 par value (the “Common Stock”) (representing 100% warrant coverage on the issued Notes e.g., the number of shares of Common Stock that are equal to the quotient obtained by dividing for each issued Note (i) the principal amount of such Note by (ii) the applicable conversion price of the Note) at an exercise price of $0.30 per share; provided if Buyer converts any of the Notes that are issued by the Company prior to maturity, the stated exercise price for the Warrant to be issued in respect of such converted Note(s) shall be reduced to $0.20 per share from $0.30 per share; provided, further that if the Company shall elect not to issue any Additional Notes, after receipt of funds from Buyer for such Additional Notes, upon maturity of the Initial Note or earlier conversion date, the number of shares underlying the Warrant to be issued to the Buyer upon maturity of the Initial Note or earlier conversion date shall be equal to an amount representing 100% warrant coverage (e.g., the number of shares of Common Stock that are equal to the quotient obtained by dividing (i) one hundred percent (100%) of the principal amount of the Notes that have been issued to such Buyer by (ii) the applicable conversion price of each issued Note).