Exchange and Satisfaction. The Obligations will be exchanged for the Securities and other considerations according to the following terms and conditions and pursuant to the terms of this Agreement:
(a) Within three (3) business days of the Effective Date, the Company shall issue 15,688 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) to the Creditor (the “Initial Shares”) to the Creditor. The Initial Shares shall bear a customary restrictive legend as further contemplated by Section 5 until such time as the Initial Shares are registered for resale, as contemplated by Section 6.
(b) If the Market Value (as defined below) is less than $27,000.00 (the “Aggregate Value”) as of the date on which the Initial Shares are deposited into the brokerage account of Debtor (the “Make-Whole Date”), then the Company shall within two (2) business days of the Creditor’s request, issue additional shares of the Company’s common stock to Creditor, equal to the Aggregate Value divided by the Make-Whole Price (as defined below), minus the number of Initial Shares (the result of which shall be referred to herein in the aggregate as the “Additional Shares”) (the Initial Shares and Additional Shares shall collectively be referred to herein as the “Securities”).
(c) Market Value shall mean the number of Initial Shares multiplied by the Make-Whole Price. The Make-Whole Price shall mean the average of the volume weighted average closing prices of the Company’s common stock during the seven (7) trading days prior to the Make-Whole Date.
(d) The number of Initial Shares utilized in all of the calculations with respect to the Additional Shares shall be subject to equitable adjustments for stock splits effectuated by the Company with respect to the Common Stock.
(e) The Securities shall be deemed earned in full as of the date of this Agreement. The Additional Shares, if required to be issued pursuant to this Agreement, shall be issued as provided in this Agreement, provided, however, that in no event shall the Creditor be entitled to receive shares of the Company’s common stock in excess of the Beneficial Ownership Limitation (as defined below). The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Company’s common stock outstanding at the time of the respective calculation hereunder. Beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Accordingly, if Ad...
Exchange and Satisfaction. The Obligations are hereby surrendered by the Warrant Holder and exchanged for the Securities and other considerations according to the following terms and conditions.
a. As of December 7, 2021, the Warrant Holder currently holds the following warrants.
i. Warrants to purchase 255,548 shares priced at $0.20 (twenty cents) each. All of the above warrants expire on December 31, 2022, have had their underlying shares registered and do not have a cashless exercise option or any anti-dilution features.
b. Warrant holder agrees to exchange all of the above warrants for the following considerations:
i. The 255,548 warrants currently priced at $0.20 shall be repriced at $0.16 and their total reduced by 5%. Specifically, the Warrant Holder shall exercise 242,771 warrants at $0.16 within 15 (fifteen) business days of signing this agreement for a total of $38,843.36.
Exchange and Satisfaction. The Obligations are hereby surrendered by the Warrant Holder and exchanged for the Securities and other considerations according to the following terms and conditions.
a. As of December 9, 2021, the Warrant Holder currently holds the following warrants.
i. Warrants to purchase 76,000 shares at $0.25 (twenty-five cents) each.
ii. Warrants to purchase 76,000 shares at $0.75 (seventy-five cents) each. All of the above warrants expire on January 7, 2023 have had their underlying shares registered and do not have a cashless exercise option or any anti-dilution features.
b. Warrant holder agrees to exchange all of the above warrants for the following considerations:
i. The 76,000 warrants currently priced at $0.25 shall be exchanged into cash and new warrants under the following terms and conditions: · new warrants to purchase 38,000 shares under the terms of any new warrants granted as a result of any financing of the Company greater than $4 Million (the “New Financing”) · a cash payment to the Warrant Holder of $3,800 for half of the 76,000 warrants (i.e., 38,000 @ $0.10 per warrant). This cash payment shall be due within ten (10) business days of closing the New Financing.
ii. The 76,000 warrants currently priced at $0.75 shall be exchanged for new warrants at the same number and price but with all other terms the same as warrants resulting from the New Financing. In the event when the Company is not successful in obtaining new financing greater than $4 Million, the warrants’ terms remain unchanged and the common share warrants will expire on their original date, as set forth in section 3(a).
Exchange and Satisfaction. The Obligations are hereby surrendered by the Warrant Holder and exchanged for the Securities and other considerations according to the following terms and conditions.
a. As of December 7, 2021, the Warrant Holder currently holds the following warrants.
i. Warrants to purchase 928,318 shares at $0.20 (twenty cents) each.
ii. Warrants to purchase 119,656 shares at $0.25 (twenty-five cents) each.
iii. Warrants to purchase 119,656 shares at $0.75 (seventy-five cents) each. All of the above warrants expire on December 31, 2022, have had their underlying shares registered and do not have a cashless exercise option or any anti-dilution features.
b. Warrant holder agrees to exchange all of the above warrants for the following considerations:
i. The 928,318 warrants currently priced at $0.20 shall be repriced at $0.16 and their total reduced by 5%. Specifically, the Warrant Holder shall exercise 881,902 warrants at $0.16 within 5 business days of signing this agreement for a total of $141,104.
ii. The 119,656 warrants currently priced at $0.25 shall be exchanged into cash and new warrants under the following terms and conditions: · new warrants to purchase 59,828 shares under the terms of any new warrants granted as a result of any financing of the Company greater than $4 Million (the “New Financing”) · a cash payment to the Warrant Holder of $5,982.80 for half of the 119,656 warrants (i.e., 59,828 @ $0.10 per warrant). This cash payment shall be due within five (5) business days of closing the New Financing.
iii. The 119,656 warrants currently priced at $0.75 shall be exchanged for new warrants at the same number and price but with all other terms the same as warrants resulting from the New Financing. In the event when the Company is not successful in obtaining new financing greater than $4 Million, the warrants’ terms remain unchanged and the common share warrants will expire on their original date, as set forth in section 3(a).
Exchange and Satisfaction. The Obligations are hereby surrendered by the Creditor and exchanged for the Securities and other considerations according to the following terms and conditions.
a. As of December 7, 2019, the Creditor currently holds unsecured notes with Company in the amount of $790,544, including both principal and interest, Both the Company and Creditor wish to continue their relationship under mutually agreeable terms.
b. In lieu of agreeing to dismiss the entire amount of what the Creditor is currently owed by the Company, the Creditor agrees to accept in exchange 1,905,270 shares of the Company's Stock and warrants to purchase the Company's common shares, pursuant to a separate warrant agreement to be executed once the Company has successfully completed a new financing as defined in Section 3c. below. The schedule of warrants to purchase common shares of Guided Therapeutics is listed below:
(i) Warrants to purchase 496,602 shares at $0.20 (twenty cents) each.
(ii) Warrants to purchase 704,334 shares at $0.25 (twenty-five cents) each.
(iii) Warrants to purchase 704,334 shares at $0.75 (seventy-five cents) each. All warrants will be exercisable immediately upon issuance and will expire after three years. Warrants will not have a cashless exercise provision unless they are not registered within six (6) months of issuance.
c. Both parties agree that the exchange of debt for equity contemplated by this Agreement shall occur once the Company has successfully raised a minimum of one million dollars ($1,000,000) in a new financing.
Exchange and Satisfaction. The Obligations will be exchanged for the Shares and other considerations according to the following terms and conditions and pursuant to the terms of this Agreement:
(a) Subject to the terms and conditions of this Agreement and as set forth below, at the Closing (as defined below) the Company shall issue to Creditor 550,631 shares of Common Stock (the “Shares”).
(b) The Shares shall be deemed earned in full as of Closing Date.
(c) Effective as of the Closing Date, the Creditor hereby acknowledges and agrees that any and all amounts remaining owed in connection with the Obligations are hereby forgiven and the Obligations are deemed paid and satisfied in full. Effective as of the Effective Date, Creditor hereby irrevocably, unconditionally and forever releases, discharges and remises the Company from any and all claims of any type and all manner of action and actions, cause and causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims and demands whatsoever, in law or in equity, known or unknown, that Creditor may have now or may have in the future, against the Company to the extent that those claims arose, may have arisen, or are based on, the Obligations.
Exchange and Satisfaction. The Obligations are hereby surrendered by the Creditor and exchanged for the Securities and other considerations according to the following terms and conditions.
a. As of December 7, 2019, the Creditor currently holds unsecured notes with Company in the amount of $305,320, including both principal and interest,. Both the Company and Creditor wish to continue their relationship under mutually agreeable terms.
b. In lieu of agreeing to dismiss the entire amount of what the Creditor is currently owed by the Company, the Creditor agrees to accept in exchange 1,167,630 shares of the Company's Stock and warrants to purchase the Company's common shares, pursuant to a separate warrant agreement to be executed once the Company has successfully completed a new financing as defined in Section 3c. below. The schedule of warrants to purchase common shares of Guided Therapeutics is listed below:
(i) Warrants to purchase 928,318 shares at $0.20 (twenty cents) each.
(ii) Warrants to purchase 11 9,656 shares at $0.25 (twenty-five cents) each.
(iii) Warrants to purchase 11 9,656 shares at $0. 75 (seventy-five cents) each. All warrants will be exercisable immediately upon issuance and will expire after three years. Warrants will not have a cashless exercise provision unless they are not registered within six (6) months of issuance.
c. Both parties agree that the exchange of debt for equity contemplated by this Agreement shall occur once the Company has successfully raised a minimum of one million dollars ($1,000,000) in a new financing.
d. A 10% blocker shall be effected such that the Creditor agrees to restrict its holdings of the Company's Common Shares to less than 10% of the total number of the Company's outstanding common shares at one point in time.
Exchange and Satisfaction. Effective immediately prior the effectiveness of the Registration Statement, the Holder Preferred shall automatically be surrendered in the entirety by the Holder and exchanged for [•] shares of Common Stock (the “Securities”) pursuant to the terms of this Agreement. Notwithstanding anything to the contrary herein, if the Registration Statement is not declared effective by [•], this Agreement shall be null and void and of no further force or effect.
Exchange and Satisfaction. The Obligations shall be surrendered by the Creditor and exchanged for the Securities and other considerations according to this Agreement and the following terms and conditions.
a. The Creditor currently holds two senior secured convertible notes one in the original principal amount of $1,275,000 having an original issue date of September 10, 2014 that was assigned to it on February 12, 2016 and the other in the original principal amount of $1,437,500 having an original issue date of February 12, 2016 (the "Secured Notes") and a third unsecured note in the original principal amount of $32,083 issued on November 21, 2016 issued by the Company ( the Secured Notes and the third unsecured note being collectively referred to as the ''Notes'') totaling in the amount owed to Creditor of approximately $3,360,811 as of December 12,2019, including interest and other fees, and both parties wish to continue a relationship under mutually agreeable terms.
b. The Company and the Creditor have agreed to divide the amount intended to be exchanged, including interest, into two portions, cash and Series D preferred units pursuant to certain circumstances described below.
(1) Upon a financing or series of financings or closings including the contemplated Series D Unit Offering that results in the Company paying $1,500,000 in cash to Creditor other than an Alternative Financing as defined in clause (5) below, Creditor will have the right to exchange the Notes (including interest and penalties) in the amount of $3,360,811 as of December 12,2019 or such greater amount that is owed under the Notes, less any cash received pursuant to Sections (4) and (5) below, into the securities issued in the Series D Preferred Unit Offering, such securities to be issued to the Creditor upon the same terms as the other investors in the Series D Unit Offering. In addition to the foregoing, for each $100,000 above $4,000,000 up to $4,900,000 Net Proceeds raised by the Series D Unit Offering, Creditor shall receive an additional $50,000 to pay down other unsecured debt owed by the Company to the Creditor.
(2) If Net Proceeds of $5,000,000 to $6,000,000 are raised under the Series D Unit Offering or any other financing, the Creditor will have the right to exchange the Notes (including interest) in consideration for the payment to the Creditor of a cash payment of $2,500,000 (inclusive of amounts described above) from the proceeds of the Series D Unit Offering;
(3) If the maximum offering of over $6...
Exchange and Satisfaction. (a) Effective as of the Closing Date, the Exchange Indebtedness is hereby deemed paid in full in consideration of the issuance of the following shares of Common Stock (collectively, the Shares”):
(i) In exchange for the Indebtedness 1, [__________] shares of Common Stock;
(ii) In exchange for the Indebtedness 2, [__________] shares of Common Stock; and
(iii) In exchange for the Indebtedness 3, [__________] shares of Common Stock;
(b) Effective as of the Closing Date, Indebtedness 1, Indebtedness 2 and each of the Notes shall be deemed repaid in full and each of the Notes shall thereafter be deemed automatically terminated and shall be null and void and of no further force or effect.
(c) Effective as of the Closing Date, Indebtedness 3 shall be deemed repaid in full.
(d) The Parties acknowledge and agree that the number of Shares issuable as set forth herein has been calculated based on a price per share of Common Stock of $[____].
