Exchange by the Shareholders. At the Closing (as defined in Section 1.02), the Shareholders shall sell, transfer, convey, assign and deliver to the Parent all of the Company Shares free and clear of all Liens in exchange for (i) an aggregate of Forty Four Million One Hundred Thousand (44,100,000) shares of Parent Common Stock and Parent Preferred Stock in such amounts and in such denominations as set forth on Exhibit B, attached hereto.
Exchange by the Shareholders. At the Closing (as defined in Section 1.02), the Shareholders shall sell, transfer, convey, assign and deliver to the Parent all of the Company Shares free and clear of all Liens in exchange for the Parent Shares.
Exchange by the Shareholders. (a) At the Closing, each Shareholder shall sell, transfer, convey, assign and deliver to the Parent its Company Shares free and clear of all Liens (as defined in Section 2.01) in exchange for shares of Parent Series A Preferred Stock, with each Company Share being exchanged for 1,048,585,364 shares of Parent Series A Preferred Stock (the “Exchange Ratio”).
(b) Each option, warrant, right (other than the Series A-4 Warrants) and security exercisable or convertible by its terms into Company Shares (including convertible promissory notes), whether vested or unvested, which is outstanding immediately prior to the Closing (each, a “Company Option”) set forth on Schedule 1.01(b) shall be exchanged by the Parent upon surrender, and shall be converted into a right to acquire Post-Closing Parent Securities in accordance with this Section 1.01(b) (“Parent Option”) evidenced by the form of new Parent Option annexed hereto as Exhibit 1.01(b). Each Company Option so converted shall continue to have, and be subject to, the same terms and conditions as set forth in each Company Option immediately prior to the Closing, except that, as of the Closing, (i) each Company Option shall be exercisable or convertible (or shall become exercisable or convertible in accordance with its terms) for that number of whole shares of Post-Closing Parent Securities equal to the product of the number of shares that were issuable upon exercise or conversion of such Company Option immediately prior to the Closing multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Post-Closing Parent Securities, and (ii) the per share exercise or conversion price for the Post-Closing Parent Securities issuable upon exercise or conversion of such Company Option so converted shall be equal to the quotient determined by dividing the exercise or conversion price per share of Company Shares at which such Company Option was exercisable or convertible immediately prior to the Closing by the Exchange Ratio, rounded up to the nearest whole cent.
(c) All Series A-4 Warrants of the Company, each warrant exercisable for for one share of common stock of the Company at an exercise price of $67.10 (“Series A-4 Warrants”) as set forth on Schedule 1.01(c), shall be exchanged and surrendered to the Parent and shall be converted into a number of Class A Private Placement Warrants equal to the product of Series A-4 Warrants outstanding immediately prior to Closing multiplied by the Exchange Rat...
Exchange by the Shareholders. At the Closing, ChainTrade shall exchange all of the ChainTrade Assets, detailed herein on Exhibit Afor the Note. Working Capital. ChainTrade shall receive a total of $500,000 in working capital (“Working Capital”), paid in tranches over 18 months (each a “Tranche”). The first Tranche of $30,000 shall be paid on the Closing Date to be set within 5 Business days of the execution of this Agreement, and each subsequent Tranche of $30,000 shall be paid every 45 days thereafter until a total of $500,000 is paid. If the Company is late paying any Tranche to ChainTrade, a penalty of 10% will be added to the balance owed for that Tranche, following a 15 day grace period (the “Grace Period”). If the Company fails to pay ChainTrade any Tranche due during the Grace Period, then on the 75th day, ChainTrade reserves the right to suspend operations of the platform until the past due Tranche is paid. In the event that the Company fails to pay any past due amount by the 90th day, this Agreement, would be considered in default and the remaining balance owed for Working Capital will be due in full, plus an additional 10% penalty.
Exchange by the Shareholders. At the Closing (as defined in Section 1.02), each Shareholder shall sell, transfer, convey, assign and deliver to the Parent all of the capital stock of the Company owned by such Shareholder (the “Company Shares”) as reflected on such Shareholder’s signature page to this Agreement, free and clear of all Liens, as defined below, in exchange for Parent Common Stock and Parent C Stock, Parent C-1 Stock and Parent Series D Stock, as set forth on Exhibit B, attached hereto. In the event that the number of shares of Parent Common Stock outstanding on a fully diluted basis exceeds 142,694,521, the Shareholders shall be issued additional shares of Parent Common Stock and, if the Shareholders are employees holding stock options of the Company, stock options so that the Shareholders own the Stated Percentage on a fully diluted basis immediately following the Closing (exclusive of 113,383,460 shares of Parent Common Stock reserved for issuance under the Parent’s 2021 Equity Incentive Plan).
Exchange by the Shareholders. At the Closing, the Bateau Shareholders shall exchange 100% of the Bateau Equity, detailed herein on Exhibit A for the Company’s Series C Preferred Stock and 2 Promissory Notes, as set forth below:
Exchange by the Shareholders. At the Closing (as defined in Section 1.2), the Shareholders shall sell, transfer, convey, assign and deliver to the Parent all of the BDC Shares free and clear of all Liens in exchange for an aggregate of twenty-five million (25,000,000) newly issued Parent Shares.
Exchange by the Shareholders. Upon the execution of this Agreement, the Parties agree to effect the following transactions as soon as practicable (the “Transactions”):
(a) The Company shall transfer $250,000 cash, in United States currency (the “Purchase Price”), to Axxxxx & Jxxxxx, LLP (the “Escrow Agent”).
(b) The Parent shall issue and deliver to the Escrow Agent, certificates for the Exchange Shares to be released and delivered to Company by the Escrow Agent, subject to the terms of this Agreement.
(c) The Principal Shareholder shall deliver to the Parent, certificates for the PS Shares duly endorsed for transfer or with executed stock powers medallion guaranteed attached to be released, surrendered, and delivered, and the PS Shares shall be cancelled by the Parent immediately upon closing this transaction.
Exchange by the Shareholders. At the Closing, each Shareholder shall sell, transfer, convey, assign and deliver to Windaus its WindStream Stock free and clear of all Liens in exchange for the Windaus Stock listed on Annex A opposite such Shareholder’s name.
Exchange by the Shareholders. At the Closing, each Shareholder shall sell, transfer, convey, assign and deliver to ECOP its shares of Common Stock of SUN free and clear of any lien, security interest, pledge, equity and claim of any kind, voting trust, stockholder agreement and other encumbrance (“Liens”) in exchange for the ECOP Stock which the Shareholders direct the ECOP Stock be distributed to the persons as listed on Annex B opposite such name. At the Closing, ECOP shall issue the Shares as provided in Annex B.
