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Common use of Issuance Clause in Contracts

Issuance. In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without limitation the Purchase Price, the receipt and sufficiency of which is hereby acknowledged by EnSurge, Inc., a Nevada corporation (the “Company”), St. Xxxxxx Investments, LLC, an Illinois limited liability company, its successors or registered assigns (the “Holder”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), the number of fully paid and nonassessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), equal to the outstanding balance of that certain Secured Convertible Promissory Note issued to the Holder pursuant to the Purchase Agreement (the “Note”) as of its issue date divided by the Exercise Price (defined below), as such number may be adjusted pursuant to the terms and conditions of this Warrant. This Warrant to Purchase Shares of Common Stock (this “Warrant”) is being issued pursuant to the terms of that certain Securities Purchase Agreement of even date herewith (the “Purchase Agreement”), to which the Company and the Holder (or the Holder’s predecessor in interest) are parties. Unless otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. This Warrant was originally issued to the Holder or the Holder’s predecessor in interest on August 17, 2011 (the “Issue Date”).

Appears in 2 contracts

Samples: Warrant Agreement (Ensurge Inc), Warrant Agreement (Ensurge Inc)

Issuance. In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without limitation the Purchase PricePrice (as defined in the Purchase Agreement), the receipt and sufficiency of which is are hereby acknowledged by EnSurgeHOMELAND RESOURCES LTD., Inc., a Nevada corporation A NEVADA CORPORATION (the “Company”), St. Xxxxxx Investments; TYPENEX CO-INVESTMENT, LLC, an Illinois limited liability companyA UTAH LIMITED LIABILITY COMPANY, its successors or registered assigns ITS SUCCESSORS AND/OR REGISTERED ASSIGNS (the HolderInvestor”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), the number 175,000 shares of fully paid and nonassessable non-assessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.001 0.0001 per share (the “Common Stock”), equal to the outstanding balance of that certain Secured Convertible Promissory Note issued to the Holder pursuant to the Purchase Agreement (the “Note”) as of its issue date divided by the Exercise Price (defined below), as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant. This Warrant to Purchase Shares of Common Stock (this “Warrant”) ). This Warrant is being issued pursuant to the terms of that certain Securities Purchase Agreement of even date herewith dated January 22, 2015, to which Company and Investor are parties (as the same may be amended from time to time, the “Purchase Agreement”), to which the Company and the Holder (or the Holder’s predecessor in interest) are parties. Unless otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. This Warrant was originally issued to the Holder or the Holder’s predecessor in interest Investor on August 17January 22, 2011 2015 (the “Issue Date”). For the avoidance of doubt, the Purchase Price constitutes payment in full for this Warrant.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Homeland Resources Ltd.), Warrant Agreement (Homeland Resources Ltd.)

Issuance. In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without limitation the Purchase Price, the receipt and sufficiency of which is hereby acknowledged by EnSurge, Inc., a Nevada corporation (the “Company”), St. Xxxxxx InvestmentsBristol Investment Fund, LLCLtd., an Illinois limited liability a Cayman Islands exempted company, its successors or registered assigns (the “Holder”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), the number of fully paid and nonassessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), equal to the outstanding balance of that certain Secured Convertible Promissory Note issued to the Holder pursuant to the Purchase Agreement (the “Note”) as of its issue date divided by the Exercise Price (defined below), as such number may be adjusted pursuant to the terms and conditions of this Warrant. This Warrant to Purchase Shares of Common Stock (this “Warrant”) is being issued pursuant to the terms of that certain Securities Purchase Agreement of even date herewith (the “Purchase Agreement”), to which the Company and the Holder (or the Holder’s predecessor in interest) are parties. Unless otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. This Warrant was originally issued to the Holder or the Holder’s predecessor in interest on August 17, 2011 (the “Issue Date”).

Appears in 2 contracts

Samples: Warrant Agreement (Ensurge Inc), Warrant Agreement (Ensurge Inc)

Issuance. In consideration of good and valuable consideration as set forth in the Purchase Agreement (as defined below), including without limitation the Initial Cash Purchase PricePrice (as defined in the Purchase Agreement), the receipt and sufficiency of which is are hereby acknowledged by EnSurge, Inc.EMPIRE GLOBAL CORP., a Nevada Delaware corporation (the “"Company"), St. Xxxxxx Investments; TYPENEX CO-INVESTMENT, LLC, an Illinois a Utah limited liability company, its successors or and/or registered assigns (the “Holder”"Investor"), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the "Expiration Date"), the a number of fully paid and nonassessable non-assessable shares (the "Warrant Shares") of the Company’s 's common stock, par value $0.001 0.0001 per share (the "Common Stock"), equal to the outstanding balance of that certain Secured Convertible Promissory Note issued to the Holder pursuant to the Purchase Agreement (the “Note”) as of its issue date $57,500.00 divided by the Exercise Market Price (as defined belowin the Note, as of the Issue Date), as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant. This Warrant #1 to Purchase Shares of Common Stock (this "Warrant”) "). This Warrant is being issued pursuant to the terms of that certain Securities Purchase Agreement of even date herewith (the “Purchase Agreement”)dated June 17, 2015, to which the Company and Investor are parties (as the Holder (or same may be amended from time to time, the Holder’s predecessor in interest) are parties"Purchase Agreement"). Unless otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. This Warrant was originally issued to the Holder or the Holder’s predecessor in interest Investor on August June 17, 2011 2015 (the "Issue Date"). For the avoidance of doubt, the Initial Cash Purchase Price constitutes payment in full for this Warrant.

Appears in 2 contracts

Samples: Warrant Agreement (Empire Global Corp.), Warrant Agreement (Empire Global Corp.)

Issuance. In consideration of For good and valuable consideration as set forth in the Purchase Agreement (as defined below), including without limitation the Purchase PricePrice (as defined in the Purchase Agreement), the receipt and sufficiency of which is are hereby acknowledged by EnSurgeNaked Brand Group Limited, Inc., a Nevada an Australia corporation (the “Company”), ; St. Xxxxxx Investments, Gxxxxx Investments LLC, an Illinois a Utah limited liability company, its successors or and/or registered assigns (the HolderInvestor”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth second anniversary of the Issue Purchase Price Date (as defined in the Note (as defined in Attachment 1)) occurs (the “Expiration Date”), the a number of fully paid and nonassessable shares (the “Warrant Shares”) of the Company’s common stocknon-assessable ordinary shares, no par value $0.001 per share (the “Common StockOrdinary Shares”), equal to the outstanding balance number of that certain Secured Convertible Promissory Note Conversion Shares (as defined in the Note) issued to Investor under the Holder pursuant to Note (as defined in the Purchase Agreement (the “Note) as of its issue date divided by the Exercise Price (defined below), as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant. This Warrant to Purchase Ordinary Shares of Common Stock (this “Warrant”) ). This Warrant is being issued pursuant to the terms of that certain Securities Purchase Agreement of even date herewith dated February 11, 2020, to which Company and Investor are parties (as the same may be amended from time to time, the “Purchase Agreement”). Certain capitalized terms used herein are defined in Attachment 1 attached hereto and incorporated herein by this reference. Moreover, to which the Company and extent any defined terms herein are defined in any other Transaction Document (as so noted herein), such defined term shall remain applicable in this Warrant even if the Holder (other Transaction Document has been released, satisfied, or the Holder’s predecessor in interest) are parties. Unless is otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreementcancelled. This Warrant was originally issued to the Holder or the Holder’s predecessor in interest Investor on August 17February 11, 2011 2020 (the “Issue Date”).

Appears in 1 contract

Samples: Warrant Agreement (NAKED BRAND GROUP LTD)

Issuance. In consideration of For good and valuable consideration as set forth in the Purchase Agreement (as defined below), including without limitation the Initial Cash Purchase PricePrice (as defined in the Purchase Agreement), the receipt and sufficiency of which is are hereby acknowledged by EnSurgeMy ECheck, Inc., a Nevada Wyoming corporation (the “Company”), St. Xxxxxx Investments; Typenex Co-Investment, LLC, an Illinois a Utah limited liability company, its successors or and/or registered assigns (the HolderInvestor”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), the a number of fully paid and nonassessable non-assessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.001 0.00001 per share (the “Common Stock”), equal to the outstanding balance of that certain Secured Convertible Promissory Note issued to the Holder pursuant to the Purchase Agreement (the “Note”) as of its issue date $140,000.00 divided by the Exercise Market Price (defined belowas of the Issue Date), as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant. This Warrant #1 to Purchase Shares of Common Stock (this “Warrant”) ). This Warrant is being issued pursuant to the terms of that certain Securities Purchase Agreement of even date herewith dated October 29, 2015, to which Company and Investor are parties (as the same may be amended from time to time, the “Purchase Agreement”). Certain capitalized terms used herein are defined in Attachment 1 attached hereto and incorporated herein by this reference. Moreover, to which the Company and extent any defined terms herein are defined in any other Transaction Document (as so noted herein), such defined term shall remain applicable in this Warrant even if the Holder (other Transaction Document has been released, satisfied, or the Holder’s predecessor in interest) are parties. Unless is otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreementcancelled. This Warrant was originally issued to the Holder or the Holder’s predecessor in interest Investor on August 17October 29, 2011 2015 (the “Issue Date”). For the avoidance of doubt, the Initial Cash Purchase Price constitutes payment in full for this Warrant.

Appears in 1 contract

Samples: Warrant Agreement (Myecheck, Inc.)

Issuance. In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without limitation the applicable Additional Net Purchase PricePrice (as defined in the Purchase Agreement), the receipt and sufficiency of which is hereby acknowledged by EnSurgeHelix Wind, Inc.Corp., a Nevada corporation (the “Company”), St. Xxxxxx Investments, LLC, an Illinois limited liability company, its successors or registered assigns (the “Holder”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), the number of up to 250,000 fully paid and nonassessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.001 0.0001 per share (the “Common Stock”), equal to the outstanding balance of that certain Secured Convertible Promissory Note issued to the Holder pursuant to the Purchase Agreement (the “Note”) as of its issue date divided by at the Exercise Price (as defined below), as such number may be adjusted pursuant to the terms and conditions of this Warrant. This Warrant to Purchase Shares of Common Stock (this “Warrant”) is being issued pursuant to the terms of that certain Securities Note and Warrant Purchase Agreement dated as of even date herewith March 30, 2010 (the “Purchase Agreement”), to which the Company and the Holder (or the Holder’s predecessor in interest) are parties. Unless otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. This Warrant was originally issued to the Holder or the Holder’s predecessor in interest on August 17May 1, 2011 2010 (the “Issue Date”).

Appears in 1 contract

Samples: Warrant Agreement (Helix Wind, Corp.)

Issuance. In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without limitation the Purchase Price, the receipt and sufficiency of which is hereby acknowledged by EnSurgeHigh Plains Gas, Inc., a Nevada corporation (the “Company”), St. Xxxxxx InvestmentsTonaquint, LLCInc., an Illinois limited liability companya Utah corporation, its successors or registered assigns (the “Holder”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), the number of fully paid and nonassessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), equal to 50% of the outstanding balance of Outstanding Balance (as defined in that certain Secured Convertible Promissory Note issued to the Holder pursuant to the Purchase Agreement (the “Note”)) as of its issue date the Issuance Date (as defined in the Note) divided by the Exercise Price (defined below), as such number may be adjusted pursuant to the terms and conditions of this Warrant. This Warrant to Purchase Shares of Common Stock (this “Warrant”) is being issued pursuant to the terms of that certain Securities Purchase Agreement of even date herewith dated March 9, 2012, as the same may be amended from time to time (the “Purchase Agreement”), to which the Company and the Holder (or the Holder’s predecessor in interest) are parties. Unless otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. This Warrant was originally issued to the Holder or the Holder’s predecessor in interest on August 17March 9, 2011 2012 (the “Issue Date”).

Appears in 1 contract

Samples: Warrant Agreement (High Plains Gas, Inc.)

Issuance. In consideration of For good and valuable consideration as set forth in the Purchase Agreement (as defined below), including without limitation Investor Note #1 (as defined in the Purchase PriceAgreement), the receipt and sufficiency of which is are hereby acknowledged by EnSurgeAgritek Holdings, Inc., a Nevada Delaware corporation (the “Company”), ; St. Xxxxxx Investments, Investments LLC, an Illinois a Utah limited liability company, its successors or and/or registered assigns (the HolderInvestor”), is hereby granted the right to purchase at any time on or after the Issue Exercisable Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), the a number of fully paid and nonassessable non-assessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.001 0.0001 per share (the “Common Stock”), equal to the outstanding balance of that certain Secured Convertible Promissory Note issued to the Holder pursuant to the Purchase Agreement (the “Note”) as of its issue date $27,500.00 divided by the Exercise Market Price (defined belowas of the Issue Date), as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant. This Warrant #2 to Purchase Shares of Common Stock (this “Warrant”) ). This Warrant is being issued pursuant to the terms of that certain Securities Purchase Agreement of even date herewith dated October 31, 2016, to which Company and Investor are parties (as the same may be amended from time to time, the “Purchase Agreement”). Certain capitalized terms used herein are defined in Attachment 1 attached hereto and incorporated herein by this reference. Moreover, to which the Company and extent any defined terms herein are defined in any other Transaction Document (as so noted herein), such defined term shall remain applicable in this Warrant even if the Holder (other Transaction Document has been released, satisfied, or the Holder’s predecessor in interest) are parties. Unless is otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreementcancelled. This Warrant was originally issued to the Holder or the Holder’s predecessor in interest Investor on August 17October 31, 2011 2016 (the “Issue Date”), together with eight (8) other similar Warrants to Purchase Shares of Common Stock issued pursuant to the terms and conditions of the Purchase Agreement (collectively, the “Warrants”). This Warrant is exercisable only once the full outstanding balance of Investor Note #1 has been paid to Company (the “Exercisable Date”). Company and Investor hereby acknowledge and agree that, notwithstanding that the Warrants are exercisable at different times, it is the intent of the parties, for purposes of and consistent with the public policies undergirding Rule 144 (as defined below), that the holding period for this Warrant will tack back to the earlier of the Exercisable Date or the date upon which Investor Note #1 becomes secured. Nothing contained in this paragraph shall be deemed to modify or limit in any way any of the specific terms and conditions of the Warrants, including without limitation this Warrant. For the avoidance of doubt, payment of the full outstanding balance of Investor Note #1 to the Company constitutes payment in full for this Warrant.

Appears in 1 contract

Samples: Warrant Agreement (Agritek Holdings, Inc.)

Issuance. In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without limitation the Purchase PricePrice (as defined in the Purchase Agreement), the receipt and sufficiency of which is are hereby acknowledged by EnSurgeRED GIANT ENTERTAINMENT, Inc.INC., a Nevada corporation (the “Company”"COMPANY"), St. Xxxxxx Investments; TYPENEX CO-INVESTMENT, LLC, an Illinois limited liability company, its successors or and/or registered assigns (the “Holder”"HOLDER"), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”"EXPIRATION DATE"), the a number of fully paid and nonassessable shares (the “Warrant Shares”"WARRANT SHARES") of the Company’s 's common stock, par value $0.001 0.0001 per share (the “Common Stock”"COMMON STOCK"), equal to the outstanding balance of that certain Secured Convertible Promissory Note issued to the Holder pursuant to the Purchase Agreement (the “Note”) as of its issue date $557,500 divided by the Exercise Market Price (defined belowin the Note, as of the Issue Date), as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant. This Warrant to Purchase Shares of Common Stock (this "Warrant”) "). This Warrant is being issued pursuant to the terms of that certain Securities Purchase Agreement of even date herewith (the “Purchase Agreement”)dated June 21, 2013, to which the Company and the Holder are parties (or as the Holder’s predecessor in interest) are partiessame may be amended from time to time, the "PURCHASE AGREEMENT"). Unless otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. This Warrant was originally issued to the Holder or the Holder’s predecessor in interest on August 17June 21, 2011 2013 (the “Issue Date”"ISSUE DATE").

Appears in 1 contract

Samples: Warrant Agreement (Red Giant Entertainment, Inc.)

Issuance. In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without limitation the Purchase PricePrice (as defined in the Purchase Agreement), the receipt and sufficiency of which is are hereby acknowledged by EnSurgeCYCLONE POWER TECHNOLOGIES, Inc.INC., a Nevada Florida corporation (the “Company”); Tonaquint, St. Xxxxxx InvestmentsInc., LLC, an Illinois limited liability companya Utah corporation, its successors or and/or registered assigns (the “Holder”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), the a number of fully paid and nonassessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.001 0.0001 per share (the “Common Stock”), equal to the outstanding balance of that certain Secured Convertible Promissory Note issued to the Holder pursuant to the Purchase Agreement (the “Note”) as of its issue date $56,562.50 divided by the Exercise Price (as defined below)) as of the Issue Date, as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant. This Warrant to Purchase Shares of Common Stock (this “Warrant”) ). This Warrant is being issued pursuant to the terms of that certain Securities Purchase Agreement of even date herewith (the “Purchase Agreement”)dated May 31, 2013, to which the Company and the Holder are parties (or as the Holder’s predecessor in interest) are partiessame may be amended from time to time, the “Purchase Agreement”). Unless otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. This Warrant was originally issued to the Holder or the Holder’s predecessor in interest on August 17May 31, 2011 2013 (the “Issue Date”).

Appears in 1 contract

Samples: Warrant Agreement (Cyclone Power Technologies Inc)

Issuance. In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without limitation the Purchase PricePrice (as defined in the Purchase Agreement), the receipt and sufficiency of which is are hereby acknowledged by EnSurgeCOMPETITIVE TECHNOLOGIES, Inc.INC., a Nevada Delaware corporation (the “Company”); TONAQUINT, St. Xxxxxx InvestmentsINC., LLC, an Illinois limited liability companya Utah corporation, its successors or and/or registered assigns (the “Holder”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), the a number of fully paid and nonassessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.001 0.01 per share (the “Common Stock”), equal to the outstanding balance of that certain Secured Convertible Promissory Note issued to the Holder pursuant to the Purchase Agreement (the “Note”) as of its issue date $112,500 divided by the Exercise Market Price (defined belowin the Note, as of the Issue Date), as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant. This Warrant to Purchase Shares of Common Stock (this “Warrant”) ). This Warrant is being issued pursuant to the terms of that certain Securities Purchase Agreement of even date herewith (the “Purchase Agreement”)dated July 16, 2013, to which the Company and the Holder are parties (or as the Holder’s predecessor in interest) are partiessame may be amended from time to time, the “Purchase Agreement”). Unless otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. This Warrant was originally issued to the Holder or the Holder’s predecessor in interest on August 17July 16, 2011 2013 (the “Issue Date”).

Appears in 1 contract

Samples: Securities Purchase Agreement (Competitive Technologies Inc)

Issuance. In consideration of For good and valuable consideration as set forth in the Purchase Agreement (as defined below), including without limitation the Purchase PricePrice (as defined in the Purchase Agreement), the receipt and sufficiency of which is are hereby acknowledged by EnSurgeNaked Brand Group Limited, Inc., a Nevada an Australia corporation (the “Company”), ; St. Xxxxxx Investments, Gxxxxx Investments LLC, an Illinois a Utah limited liability company, its successors or and/or registered assigns (the HolderInvestor”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth second anniversary of the Issue Purchase Price Date (as defined in the Note (as defined in Attachment 1)) occurs (the “Expiration Date”), the a number of fully paid and nonassessable shares (the “Warrant Shares”) of the Company’s common stocknon-assessable ordinary shares, no par value $0.001 per share (the “Common StockOrdinary Shares”), equal to the outstanding balance number of that certain Secured Convertible Promissory Note Conversion Shares (as defined in the Note) issued to Investor under the Holder pursuant to Note (as defined in the Purchase Agreement (the “Note) as of its issue date divided by the Exercise Price (defined below), as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant. This Warrant to Purchase Ordinary Shares of Common Stock (this “Warrant”) ). This Warrant is being issued pursuant to the terms of that certain Securities Purchase Agreement of even date herewith dated April 15, 2020, to which Company and Investor are parties (as the same may be amended from time to time, the “Purchase Agreement”). Certain capitalized terms used herein are defined in Attachment 1 attached hereto and incorporated herein by this reference. Moreover, to which the Company and extent any defined terms herein are defined in any other Transaction Document (as so noted herein), such defined term shall remain applicable in this Warrant even if the Holder (other Transaction Document has been released, satisfied, or the Holder’s predecessor in interest) are parties. Unless is otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreementcancelled. This Warrant was originally issued to the Holder or the Holder’s predecessor in interest Investor on August 17April 15, 2011 2020 (the “Issue Date”).

Appears in 1 contract

Samples: Warrant Agreement (NAKED BRAND GROUP LTD)

Issuance. In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without limitation the Initial Cash Purchase Price, the receipt and sufficiency of which is hereby acknowledged by EnSurge, Inc.MusclePharm Corporation, a Nevada corporation (the “Company”), St. Xxxxxx InvestmentsInter-Mountain Capital Corp., LLC, an Illinois limited liability companya Delaware corporation, its successors or registered assigns (the “Holder”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), the a number of fully paid and nonassessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), equal to the outstanding balance of that certain Secured Convertible Promissory Note issued to the Holder pursuant to the Purchase Agreement (the “Note”) as of its issue date $800,000.00 divided by 80% of the Exercise Price lowest trade price of the Common Stock reported by Bloomberg (defined below)) during the thirty (30) Trading Days (defined below) immediately preceding the Issue Date, as such number may be adjusted pursuant modified according to the terms and conditions of this Warranthereof. This Warrant to Purchase Shares of Common Stock (this “Warrant”) is being issued pursuant to the terms of that certain Securities Note and Warrant Purchase Agreement of even date herewith (the “Purchase Agreement”), to which the Company and the Holder (or the Holder’s predecessor in interest) are parties. Unless otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. This Warrant was originally issued to the Holder or the Holder’s predecessor in interest on August 17June 29, 2011 (the “Issue Date”).

Appears in 1 contract

Samples: Warrant Agreement (MusclePharm Corp)

Issuance. In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without limitation the Purchase PricePrice (as defined in the Purchase Agreement), the receipt and sufficiency of which is are hereby acknowledged by EnSurgeProGreen US, Inc., a Nevada Delaware corporation (the “Company”), St. Xxxxxx ; Vista Capital Investments, LLC, an Illinois limited liability company, its successors or and/or registered assigns (the “Holder”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), the number of 2,000,000 fully paid and nonassessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.001 0.0001 per share (the “Common Stock”), equal to the outstanding balance of that certain Secured Convertible Promissory Note issued to the Holder pursuant to the Purchase Agreement (the “Note”) as of its issue date divided by the Exercise Price (defined below), as such number of Warrant Shares may be adjusted from time to time pursuant to the terms and conditions of this Warrant. This Warrant to Purchase Shares of Common Stock (this “Warrant”) ). This Warrant is being issued pursuant to the terms of that certain Securities Purchase Agreement of even date herewith (the “Purchase Agreement”)dated April 25, 2017, to which the Company and the Holder are parties (or as the Holder’s predecessor in interest) are partiessame may be amended from time to time, the “Purchase Agreement”). Unless otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. This Warrant was originally issued to the Holder or the Holder’s predecessor in interest on August 17May 3, 2011 2107 (the “Issue Date”).

Appears in 1 contract

Samples: Warrant Agreement (Progreen US, Inc.)

Issuance. In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without limitation the Purchase Price, the receipt and sufficiency of which is are hereby acknowledged by EnSurge, ULURU Inc., a Nevada corporation (the “Company”), St. Xxxxxx InvestmentsInter-Mountain Capital Corp., LLC, an Illinois limited liability companya Delaware corporation, its successors or registered assigns (the “Holder”), is hereby granted the right to purchase at any time on or after the Issue Exercisable Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), the a number of fully paid and nonassessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), equal to the outstanding balance of that certain Secured Convertible Promissory Note issued to the Holder pursuant to the Purchase Agreement (the “Note”) as of its issue date $137,500.00 divided by the Exercise Price (defined below, as of the Issue Date), as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant. This Warrant #2 to Purchase Shares of Common Stock (this “Warrant”) is being issued pursuant to the terms of that certain Securities Purchase Agreement of even date herewith dated June 27, 2012, as the same may be amended from time to time (the “Purchase Agreement”), to which the Company and the Holder (or the Holder’s predecessor in interest) are parties. Unless otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. This Warrant was originally issued to the Holder or the Holder’s predecessor in interest on August 17June 27, 2011 2012 (the “Issue Date”), together with six (6) other similar Warrants to Purchase Common Stock issued pursuant to the terms and conditions of the Purchase Agreement (collectively, the “Warrants”). Pursuant to and in accordance with the terms of the Purchase Agreement, this Warrant is exercisable only once Holder has paid Buyer Trust Deed Note #1 (as defined in the Purchase Agreement) in full in cash (the date such Buyer Trust Deed Note #1 has been paid in full, the “Exercisable Date”). Payment of Trust Deed Note #1 by means of netting against amounts owed by the Holder under Trust Deed Note #1 against amounts owed by the Company under the Note shall not be deemed to be payment ‘in cash” for purposes of the preceding sentence, and if Trust Deed Note #1 is paid through netting, this Warrant shall immediately and automatically terminate. The Company and the Holder hereby acknowledge and agree that, notwithstanding that the Warrants are exercisable at different times, (1) all of the Warrants were issued as of the Issue Date, (2) the Holder assumed the economic risk of investment with respect to all of the Warrants as of the Issue Date, (3) the Holder is not providing any additional consideration for the Warrants following the Issue Date even though some of the Warrants are not exercisable until after the Issue Date, and (4) it is the intent of the parties, for purposes of and consistent with the public policies undergirding Rule 144, that all of the Warrants shall be deemed issued to and acquired by the Holder as of the Issue Date. Nothing contained in this paragraph shall be deemed to modify or limit in any way any of the specific terms and conditions of the Warrants, including without limitation this Warrant.

Appears in 1 contract

Samples: Warrant Agreement (Uluru Inc.)

Issuance. In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without limitation the Purchase Price, the receipt and sufficiency of which is hereby acknowledged by EnSurgeAethlon Medical, Inc., a Nevada corporation (the “Company”), St. Xxxxxx InvestmentsGemini Master Fund, LLCLtd., an Illinois limited liability companya Cayman Islands corporation, its successors or registered assigns (the “Holder”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), the number of 2,727,272 fully paid and nonassessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), equal to the outstanding balance of that certain Secured Convertible Promissory Note issued to the Holder pursuant to the Purchase Agreement (the “Note”) as of its issue date divided by the Exercise Price (defined below), as such number may be adjusted pursuant modified according to the terms and conditions of this Warranthereof. This Warrant to Purchase purchase Shares of Common Stock (this “Warrant”) is being issued in exchange for a prior warrant to purchase shares of Common Stock issued to Holder (or Holder's predecessor in interest) on February 12, 2010 pursuant to the terms of that certain Securities Purchase Agreement of even date herewith dated February 12, 2010 (the “Purchase Agreement”), ) between the Company and the Holder (or the Holder’s predecessor in interest) to which the Company and the Holder (or the Holder’s predecessor in interest) are parties. Unless otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase AgreementAgreement or other applicable Transaction Document. This Warrant was originally issued to the Holder or the Holder’s predecessor in interest on August 17November 22, 2011 2010 (the “Issue Date”).

Appears in 1 contract

Samples: Warrant Agreement (Aethlon Medical Inc)

Issuance. In consideration of For good and valuable consideration as set forth in the Purchase Agreement (as defined below), including without limitation the Initial Cash Purchase PricePrice (as defined in the Purchase Agreement), the receipt and sufficiency of which is are hereby acknowledged by EnSurgeDrone Guarder, Inc., a Nevada corporation (the “Company”); Chicago Venture Partners, St. Xxxxxx InvestmentsL.P., LLC, an Illinois a Utah limited liability companypartnership, its successors or and/or registered assigns (the HolderInvestor”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), the a number of fully paid and nonassessable non-assessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), equal to the outstanding balance of that certain Secured Convertible Promissory Note issued to the Holder pursuant to the Purchase Agreement (the “Note”) as of its issue date $222,500.00 divided by the Exercise Market Price (defined belowas of the Issue Date), as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant. This Warrant to Purchase Shares of Common Stock (this “Warrant”) ). This Warrant is being issued pursuant to the terms of that certain Securities Purchase Agreement of even date herewith dated October 17, 2017, to which Company and Investor are parties (as the same may be amended from time to time, the “Purchase Agreement”). Certain capitalized terms used herein are defined in Attachment 1 attached hereto and incorporated herein by this reference. Moreover, to which the Company and extent any defined terms herein are defined in any other Transaction Document (as so noted herein), such defined term shall remain applicable in this Warrant even if the Holder (other Transaction Document has been released, satisfied, or the Holder’s predecessor in interest) are parties. Unless is otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreementcancelled. This Warrant was originally issued to the Holder or the Holder’s predecessor in interest Investor on August October 17, 2011 2017 (the “Issue Date”). For the avoidance of doubt, the Initial Cash Purchase Price constitutes payment in full for this Warrant.

Appears in 1 contract

Samples: Securities Purchase Agreement (Drone Guarder, Inc.)

Issuance. In consideration of For good and valuable consideration as set forth in the Purchase Agreement (as defined below), including without limitation the Purchase PricePrice (as defined in the Purchase Agreement), the receipt and sufficiency of which is are hereby acknowledged by EnSurgeNaked Brand Group Limited, Inc., a Nevada an Australia corporation (the “Company”), ; St. Xxxxxx Investments, Gxxxxx Investments LLC, an Illinois a Utah limited liability company, its successors or and/or registered assigns (the HolderInvestor”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth second anniversary of the Issue Purchase Price Date (as defined in the Note (as defined in Attachment 1)) occurs (the “Expiration Date”), the a number of fully paid and nonassessable shares (the “Warrant Shares”) of the Company’s common stocknon-assessable ordinary shares, no par value $0.001 per share (the “Common StockOrdinary Shares”), equal to the outstanding balance number of that certain Secured Convertible Promissory Note Conversion Shares (as defined in the Note) issued to Investor under the Holder pursuant to Note (as defined in the Purchase Agreement (the “Note) as of its issue date divided by the Exercise Price (defined below), as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant. This Warrant to Purchase Ordinary Shares of Common Stock (this “Warrant”) ). This Warrant is being issued pursuant to the terms of that certain Securities Purchase Agreement of even date herewith dated January 9, 2020, to which Company and Investor are parties (as the same may be amended from time to time, the “Purchase Agreement”). Certain capitalized terms used herein are defined in Attachment 1 attached hereto and incorporated herein by this reference. Moreover, to which the Company and extent any defined terms herein are defined in any other Transaction Document (as so noted herein), such defined term shall remain applicable in this Warrant even if the Holder (other Transaction Document has been released, satisfied, or the Holder’s predecessor in interest) are parties. Unless is otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreementcancelled. This Warrant was originally issued to the Holder or the Holder’s predecessor in interest Investor on August 17January 9, 2011 2020 (the “Issue Date”).

Appears in 1 contract

Samples: Warrant Agreement (NAKED BRAND GROUP LTD)

Issuance. In consideration of For good and valuable consideration as set forth in the Purchase Agreement (as defined below), including without limitation the Purchase PricePrice (as defined in the Purchase Agreement), the receipt and sufficiency of which is are hereby acknowledged by EnSurgeGrowlife, Inc., a Nevada Delaware corporation (the “Company”); Iliad Research and Trading, St. Xxxxxx InvestmentsL.P., LLC, an Illinois a Utah limited liability companypartnership, its successors or and/or registered assigns (the HolderInvestor”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), the a number of fully paid and nonassessable non-assessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.001 0.0001 per share (the “Common Stock”), equal to the outstanding balance of that certain Secured Convertible Promissory Note issued to the Holder pursuant to the Purchase Agreement (the “Note”) as of its issue date $387,500.00 divided by the Exercise Market Price (defined belowas of the Issue Date), as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant. This Warrant to Purchase Shares of Common Stock (this “Warrant”) ). This Warrant is being issued pursuant to the terms of that certain Securities Purchase Agreement of even date herewith dated October 15, 2018, to which Company and Investor are parties (as the same may be amended from time to time, the “Purchase Agreement”). Certain capitalized terms used herein are defined in Attachment 1 attached hereto and incorporated herein by this reference. Moreover, to which the Company and extent any defined terms herein are defined in any other Transaction Document (as so noted herein), such defined term shall remain applicable in this Warrant even if the Holder (other Transaction Document has been released, satisfied, or the Holder’s predecessor in interest) are parties. Unless is otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreementcancelled. This Warrant was originally issued to the Holder or the Holder’s predecessor in interest Investor on August 17October 15, 2011 2018 (the “Issue Date”).

Appears in 1 contract

Samples: Securities Purchase Agreement (Growlife, Inc.)

Issuance. In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without limitation the Purchase PricePrice (as defined in the Purchase Agreement), the receipt and sufficiency of which is are hereby acknowledged by EnSurgeBrain Scientific, Inc., a Nevada corporation (the “Company”), St. Xxxxxx ; Vista Capital Investments, LLC, an Illinois limited liability company, its successors or and/or registered assigns (the “Holder”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), the number of 100,000 fully paid and nonassessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), equal to the outstanding balance of that certain Secured Convertible Promissory Note issued to the Holder pursuant to the Purchase Agreement (the “Note”) as of its issue date divided by the Exercise Price (defined below), as such number of Warrant Shares may be adjusted from time to time pursuant to the terms and conditions of this Warrant. This Warrant to Purchase Shares of Common Stock (this “Warrant”) ). This Warrant is being issued pursuant to the terms of that certain Securities Purchase Agreement of even date herewith (the “Purchase Agreement”)dated December 31, 2019, to which the Company and the Holder are parties (or as the Holder’s predecessor in interest) are partiessame may be amended from time to time, the “Purchase Agreement”). Unless otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. This Warrant was originally issued to the Holder or the Holder’s predecessor in interest on August 17December 31, 2011 2019 (the “Issue Date”).

Appears in 1 contract

Samples: Warrant Agreement (Brain Scientific Inc.)

Issuance. In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without limitation the Initial Cash Purchase Price, the receipt and sufficiency of which is hereby acknowledged by EnSurgeGlobal Health Ventures, Inc., a Nevada corporation (the “Company”), St. Xxxxxx Investments, LLC, an Illinois limited liability company, its successors or registered assigns (the “Holder”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), the a number of fully paid and nonassessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.001 0.0001 per share (the “Common Stock”), equal to the outstanding balance of that certain Secured Convertible Promissory Note issued to the Holder pursuant to the Purchase Agreement (the “Note”) as of its issue date $250,000.00 divided by 100% of the Exercise Price average of the three (3) lowest closing bid prices of the Common Stock reported by Bloomberg (defined below)) during the twenty (20) Trading Days (defined below) immediately preceding the Issue Date, as such number may be adjusted pursuant modified according to the terms and conditions of this Warranthereof. This Warrant to Purchase Shares of Common Stock (this “Warrant”) is being issued pursuant to the terms of that certain Securities Note and Warrant Purchase Agreement of even date herewith (the “Purchase Agreement”), to which the Company and the Holder (or the Holder’s predecessor in interest) are parties. Unless otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. This Warrant was originally issued to the Holder or the Holder’s predecessor in interest on August 17June 16, 2011 (the “Issue Date”).

Appears in 1 contract

Samples: Warrant Agreement (Global Health Ventures Inc.)

Issuance. In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without limitation the Purchase PricePrice (as defined in the Purchase Agreement), the receipt and sufficiency of which is are hereby acknowledged by EnSurgeSeaniemac International, Inc.Ltd., a Nevada corporation (the “Company”); Iliad Research and Trading, St. Xxxxxx InvestmentsL.P., LLC, an Illinois a Delaware limited liability companypartnership, its successors or and/or registered assigns (the “Holder”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), the a number of fully paid and nonassessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), equal to the outstanding balance of that certain Secured Convertible Promissory Note issued to the Holder pursuant to the Purchase Agreement (the “Note”) as of its issue date $113,750.00 divided by the Exercise Market Price (as defined belowin the Note, as of the Issue Date), as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant. This Warrant #1 to Purchase Shares of Common Stock (this “Warrant”) ). This Warrant is being issued pursuant to the terms of that certain Securities Purchase Agreement of even date herewith (the “Purchase Agreement”)dated December 2, 2013, to which the Company and the Holder are parties (or as the Holder’s predecessor in interest) are partiessame may be amended from time to time, the “Purchase Agreement”). Unless otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. This Warrant was originally issued to the Holder or the Holder’s predecessor in interest on August 17December 2, 2011 2013 (the “Issue Date”).

Appears in 1 contract

Samples: Warrant Agreement (Seaniemac International, Ltd.)

Issuance. In consideration of For good and valuable consideration as set forth in the Purchase Agreement (as defined below), including without limitation the Purchase PricePrice (as defined in the Purchase Agreement), the receipt and sufficiency of which is are hereby acknowledged by EnSurgeNaked Brand Group Limited, Inc., a Nevada an Australia corporation (the “Company”); Iliad Research and Trading, St. Xxxxxx InvestmentsL.P., LLC, an Illinois a Utah limited liability companypartnership, its successors or and/or registered assigns (the HolderInvestor”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth second anniversary of the Issue Purchase Price Date (as defined in the Note (as defined in Attachment 1)) occurs (the “Expiration Date”), the a number of fully paid and nonassessable shares (the “Warrant Shares”) of the Company’s common stocknon-assessable ordinary shares, no par value $0.001 per share (the “Common StockOrdinary Shares”), equal to the outstanding balance number of that certain Secured Convertible Promissory Note Conversion Shares (as defined in the Note) issued to Investor under the Holder pursuant to Note (as defined in the Purchase Agreement (the “Note) as of its issue date divided by the Exercise Price (defined below), as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant. This Warrant to Purchase Ordinary Shares of Common Stock (this “Warrant”) ). This Warrant is being issued pursuant to the terms of that certain Securities Purchase Agreement of even date herewith dated November 12, 2019, to which Company and Investor are parties (as the same may be amended from time to time, the “Purchase Agreement”). Certain capitalized terms used herein are defined in Attachment 1 attached hereto and incorporated herein by this reference. Moreover, to which the Company and extent any defined terms herein are defined in any other Transaction Document (as so noted herein), such defined term shall remain applicable in this Warrant even if the Holder (other Transaction Document has been released, satisfied, or the Holder’s predecessor in interest) are parties. Unless is otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreementcancelled. This Warrant was originally issued to the Holder or the Holder’s predecessor in interest Investor on August 17November 12, 2011 2019 (the “Issue Date”).

Appears in 1 contract

Samples: Warrant Agreement (NAKED BRAND GROUP LTD)

Issuance. In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without limitation the Initial Net Purchase PricePrice (as defined in the Purchase Agreement), the receipt and sufficiency of which is hereby acknowledged by EnSurgeHelix Wind, Inc.Corp., a Nevada corporation (the “Company”), St. Xxxxxx Investments, LLC, an Illinois limited liability company, its successors or registered assigns (the “Holder”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), the number of up to 2,500,000 fully paid and nonassessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.001 0.0001 per share (the “Common Stock”), equal to the outstanding balance of that certain Secured Convertible Promissory Note issued to the Holder pursuant to the Purchase Agreement (the “Note”) as of its issue date divided by at the Exercise Price (as defined below), as such number may be adjusted pursuant to the terms and conditions of this Warrant. This Warrant to Purchase Shares of Common Stock (this “Warrant”) is being issued pursuant to the terms of that certain Securities Note and Warrant Purchase Agreement of even date herewith (the “Purchase Agreement”), to which the Company and the Holder (or the Holder’s predecessor in interest) are parties. Unless otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. This Warrant was originally issued to the Holder or the Holder’s predecessor in interest on August 17March 30, 2011 2010 (the “Issue Date”).

Appears in 1 contract

Samples: Warrant Agreement (Helix Wind, Corp.)

Issuance. In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without limitation the Purchase PricePrice (as defined in the Purchase Agreement), the receipt and sufficiency of which is are hereby acknowledged by EnSurge, ULURU Inc., a Nevada corporation (the “Company”); Inter-Mountain Capital Corp., St. Xxxxxx Investments, LLC, an Illinois limited liability companya Delaware corporation, its successors or and/or registered assigns (the HolderInvestor”), is hereby granted the right to purchase at any time on or after the Issue Exercisable Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date (as defined below) occurs (the “Expiration Date”), the number of 194,118 fully paid and nonassessable non-assessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), equal to the outstanding balance of that certain Secured Convertible Promissory Note issued to the Holder pursuant to the Purchase Agreement (the “Note”) as of its issue date divided by the Exercise Price (defined below), as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant. This Warrant to Purchase Shares of Common Stock (this “Warrant”) ). This Warrant is being issued pursuant to the terms of that certain Securities Purchase Agreement of even date herewith dated April 14, 2015, to which Company and Investor are parties (as the same may be amended from time to time, the “Purchase Agreement”), to which the Company and the Holder (or the Holder’s predecessor in interest) are parties. Unless otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. This Warrant was originally issued to the Holder or the Holder’s predecessor in interest Investor on August 17April 14, 2011 2015 (the “Issue Date”). For the avoidance of doubt, the Purchase Price constitutes payment in full for this Warrant. The Exercisable Date shall be the earlier to occur of (a) the effective date of a registration statement registering the re-sale of the Warrant Shares, and (b) the six-month anniversary of the Issue Date.

Appears in 1 contract

Samples: Warrant Agreement (ULURU Inc.)

Issuance. In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without limitation the Initial Cash Purchase PricePrice (as defined in the Purchase Agreement), the receipt and sufficiency of which is are hereby acknowledged by EnSurgeReve Technologies, Inc., a Nevada corporation (the “Company”), St. Xxxxxx Investments; Typenex Co-Investment, LLC, an Illinois a Utah limited liability company, its successors or and/or registered assigns (the HolderInvestor”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), the a number of fully paid and nonassessable non-assessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), equal to the outstanding balance of that certain Secured Convertible Promissory Note issued to the Holder pursuant to the Purchase Agreement (the “Note”) as of its issue date $30,000.00 divided by the Exercise Market Price (as defined belowin the Note, as of the Issue Date), as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant. This Warrant #1 to Purchase Shares of Common Stock (this “Warrant”) ). This Warrant is being issued pursuant to the terms of that certain Securities Purchase Agreement of even date herewith dated January 16, 2015, to which Company and Investor are parties (as the same may be amended from time to time, the “Purchase Agreement”), to which the Company and the Holder (or the Holder’s predecessor in interest) are parties. Unless otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. This Warrant was originally issued to the Holder or the Holder’s predecessor in interest Investor on August 17January 16, 2011 2015 (the “Issue Date”). For the avoidance of doubt, the Initial Cash Purchase Price constitutes payment in full for this Warrant.

Appears in 1 contract

Samples: Warrant Agreement (Reve Technologies, Inc.)

Issuance. In consideration of For good and valuable consideration as set forth in the Purchase Agreement (as defined below), including without limitation the Initial Cash Purchase PricePrice (as defined in the Purchase Agreement), the receipt and sufficiency of which is are hereby acknowledged by EnSurgeBEYOND COMMERCE, Inc.INC., a Nevada corporation (the “Company”); ILIAD RESEARCH AND TRADING, St. Xxxxxx InvestmentsL.P., LLC, an Illinois a Utah limited liability companypartnership, its successors or and/or registered assigns (the HolderInvestor”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), the a number of fully paid and nonassessable non-assessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), equal to the outstanding balance of that certain Secured Convertible Promissory Note issued to the Holder pursuant to the Purchase Agreement (the “Note”) as of its issue date $32,500.00 divided by the Exercise Market Price (defined belowas of the Issue Date), as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant. This Warrant #1 to Purchase Shares of Common Stock (this “Warrant”) ). This Warrant is being issued pursuant to the terms of that certain Securities Purchase Agreement of even date herewith dated March 28, 2018, to which Company and Investor are parties (as the same may be amended from time to time, the “Purchase Agreement”). Certain capitalized terms used herein are defined in Attachment 1 attached hereto and incorporated herein by this reference. Moreover, to which the Company and extent any defined terms herein are defined in any other Transaction Document (as so noted herein), such defined term shall remain applicable in this Warrant even if the Holder (other Transaction Document has been released, satisfied, or the Holder’s predecessor in interest) are parties. Unless is otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreementcancelled. This Warrant was originally issued to the Holder or the Holder’s predecessor in interest Investor on August 17March 28, 2011 2018 (the “Issue Date”). For the avoidance of doubt, the Initial Cash Purchase Price constitutes payment in full for this Warrant.

Appears in 1 contract

Samples: Warrant Agreement (Beyond Commerce, Inc.)

Issuance. In consideration of For good and valuable consideration as set forth in the Purchase Agreement (as defined below), including without limitation the Initial Cash Purchase PricePrice (as defined in the Purchase Agreement), the receipt and sufficiency of which is are hereby acknowledged by EnSurge, Inc.MOUNTAIN HIGH ACQUISITIONS CORP., a Nevada Colorado corporation (the “"Company"), St. Xxxxxx Investments, ; ST. XXXXXX INVESTMENTS LLC, an Illinois a Utah limited liability company, its successors or and/or registered assigns (the “Holder”"Investor"), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the "Expiration Date"), the a number of fully paid and nonassessable non-assessable shares (the "Warrant Shares") of the Company’s 's common stock, par value $0.001 0.0001 per share (the "Common Stock"), equal to the outstanding balance of that certain Secured Convertible Promissory Note issued to the Holder pursuant to the Purchase Agreement (the “Note”) as of its issue date $173,000.00 divided by the Exercise Market Price (defined belowas of the Issue Date), as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant. This Warrant to Purchase Shares of Common Stock (this "Warrant”) "). This Warrant is being issued pursuant to the terms of that certain Securities Purchase Agreement of even date herewith (the “Purchase Agreement”)dated June 30, 2017, to which the Company and Investor are parties (as the Holder (or same may be amended from time to time, the Holder’s predecessor in interest) are parties"Purchase Agreement"). Unless otherwise indicated herein, Certain capitalized terms not used herein are defined in Attachment I attached hereto and incorporated herein by this reference. Moreover, to the extent any defined terms herein are defined in any other Transaction Document (as so noted herein), such defined term shall remain applicable in this Warrant even if the other Transaction Document has been released, satisfied, or is otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreementcancelled. This Warrant was originally issued to the Holder or the Holder’s predecessor in interest Investor on August 17June 30, 2011 2017 (the "Issue Date"). For the avoidance of doubt, the Initial Cash Purchase Price constitutes payment in full for this Warrant.

Appears in 1 contract

Samples: Warrant Agreement (Mountain High Acquisitions Corp.)

Issuance. In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without limitation the Purchase Price, the receipt and sufficiency of which is are hereby acknowledged by EnSurge, ULURU Inc., a Nevada corporation (the “Company”), St. Xxxxxx InvestmentsInter-Mountain Capital Corp., LLC, an Illinois limited liability companya Delaware corporation, its successors or registered assigns (the “Holder”), is hereby granted the right to purchase at any time on or after the Issue Exercisable Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), the a number of fully paid and nonassessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), equal to the outstanding balance of that certain Secured Convertible Promissory Note issued to the Holder pursuant to the Purchase Agreement (the “Note”) as of its issue date $137,500.00 divided by the Exercise Price (defined below, as of the Issue Date), as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant. This Warrant #3 to Purchase Shares of Common Stock (this “Warrant”) is being issued pursuant to the terms of that certain Securities Purchase Agreement of even date herewith dated June 27, 2012, as the same may be amended from time to time (the “Purchase Agreement”), to which the Company and the Holder (or the Holder’s predecessor in interest) are parties. Unless otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. This Warrant was originally issued to the Holder or the Holder’s predecessor in interest on August 17June 27, 2011 2012 (the “Issue Date”), together with six (6) other similar Warrants to Purchase Common Stock issued pursuant to the terms and conditions of the Purchase Agreement (collectively, the “Warrants”). Pursuant to and in accordance with the terms of the Purchase Agreement, this Warrant is exercisable only once Holder has paid Buyer Trust Deed Note #2 (as defined in the Purchase Agreement) in full in cash (the date such Buyer Trust Deed Note #2 has been paid in full, the “Exercisable Date”). Payment of Trust Deed Note #2 by means of netting against amounts owed by the Holder under Trust Deed Note #2 against amounts owed by the Company under the Note shall not be deemed to be payment ‘in cash” for purposes of the preceding sentence, and if Trust Deed Note #2 is paid through netting, this Warrant shall immediately and automatically terminate. The Company and the Holder hereby acknowledge and agree that, notwithstanding that the Warrants are exercisable at different times, (1) all of the Warrants were issued as of the Issue Date, (2) the Holder assumed the economic risk of investment with respect to all of the Warrants as of the Issue Date, (3) the Holder is not providing any additional consideration for the Warrants following the Issue Date even though some of the Warrants are not exercisable until after the Issue Date, and (4) it is the intent of the parties, for purposes of and consistent with the public policies undergirding Rule 144, that all of the Warrants shall be deemed issued to and acquired by the Holder as of the Issue Date. Nothing contained in this paragraph shall be deemed to modify or limit in any way any of the specific terms and conditions of the Warrants, including without limitation this Warrant.

Appears in 1 contract

Samples: Warrant Agreement (Uluru Inc.)

Issuance. In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without limitation the Purchase PricePrice (as defined in the Purchase Agreement), the receipt and sufficiency of which is hereby acknowledged by EnSurge, Silver Dragon Resources Inc., a Nevada Delaware corporation (the “Company”), St. Xxxxxx InvestmentsTonaquint, LLCInc., an Illinois limited liability companya Utah corporation, its successors or registered assigns (the “Holder”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth third anniversary of the Issue Date occurs (the “Expiration Date”), the a number of fully paid and nonassessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.001 0.0001 per share (the “Common Stock”), equal to the outstanding balance of that certain Secured Convertible Promissory Note issued to the Holder pursuant to the Purchase Agreement (the “Note”) as of its issue date $500,000.00 divided by 70% of the Exercise Price average of the three (3) lowest VWAPs (as defined below) of the Common Stock reported by Bloomberg (defined below)) during the ten (10) Trading Days (defined below) immediately preceding the Issue Date, as such number may be adjusted pursuant modified according to the terms and conditions of this Warranthereof. This Warrant to Purchase purchase Shares of Common Stock (this “Warrant”) is being issued pursuant to the terms of that certain Securities Note and Warrant Purchase Agreement of even date herewith (the “Purchase Agreement”), to which the Company and the Holder (or the Holder’s predecessor in interest) are parties. Unless otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. This Warrant was originally issued to the Holder or the Holder’s predecessor in interest on August 17February 15, 2011 (the “Issue Date”).

Appears in 1 contract

Samples: Warrant Agreement (Silver Dragon Resources Inc.)

Issuance. In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without limitation the Purchase Price, the receipt and sufficiency of which is are hereby acknowledged by EnSurge, ULURU Inc., a Nevada corporation (the “Company”), St. Xxxxxx InvestmentsInter-Mountain Capital Corp., LLC, an Illinois limited liability companya Delaware corporation, its successors or registered assigns (the “Holder”), is hereby granted the right to purchase at any time on or after the Issue Exercisable Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), the a number of fully paid and nonassessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), equal to the outstanding balance of that certain Secured Convertible Promissory Note issued to the Holder pursuant to the Purchase Agreement (the “Note”) as of its issue date $137,500.00 divided by the Exercise Price (defined below, as of the Issue Date), as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant. This Warrant #7 to Purchase Shares of Common Stock (this “Warrant”) is being issued pursuant to the terms of that certain Securities Purchase Agreement of even date herewith dated June 27, 2012, as the same may be amended from time to time (the “Purchase Agreement”), to which the Company and the Holder (or the Holder’s predecessor in interest) are parties. Unless otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. This Warrant was originally issued to the Holder or the Holder’s predecessor in interest on August 17June 27, 2011 2012 (the “Issue Date”), together with six (6) other similar Warrants to Purchase Common Stock issued pursuant to the terms and conditions of the Purchase Agreement (collectively, the “Warrants”). Pursuant to and in accordance with the terms of the Purchase Agreement, this Warrant is exercisable only once Holder has paid Buyer Note #3 (as defined in the Purchase Agreement) in full in cash (the date such Buyer Note #3 has been paid in full, the “Exercisable Date”). Payment of Buyer Note #3 by means of netting against amounts owed by the Holder under Buyer Note #3 against amounts owed by the Company under the Note shall not be deemed to be payment ‘in cash” for purposes of the preceding sentence, and if Buyer Note #3 is paid through netting, this Warrant shall immediately and automatically terminate. The Company and the Holder hereby acknowledge and agree that, notwithstanding that the Warrants are exercisable at different times, (1) all of the Warrants were issued as of the Issue Date, (2) the Holder assumed the economic risk of investment with respect to all of the Warrants as of the Issue Date, (3) the Holder is not providing any additional consideration for the Warrants following the Issue Date even though some of the Warrants are not exercisable until after the Issue Date, and (4) it is the intent of the parties, for purposes of and consistent with the public policies undergirding Rule 144, that all of the Warrants shall be deemed issued to and acquired by the Holder as of the Issue Date. Nothing contained in this paragraph shall be deemed to modify or limit in any way any of the specific terms and conditions of the Warrants, including without limitation this Warrant.

Appears in 1 contract

Samples: Warrant Agreement (Uluru Inc.)

Issuance. In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without limitation the Initial Cash Purchase PricePrice (as defined in the Purchase Agreement), the receipt and sufficiency of which is are hereby acknowledged by EnSurgeArtec Global Media, Inc., a Nevada corporation (the “Company”), St. Xxxxxx Investments; Typenex Co-Investment, LLC, an Illinois a Utah limited liability company, its successors or and/or registered assigns (the HolderInvestor”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), the a number of fully paid and nonassessable non-assessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), equal to the outstanding balance of that certain Secured Convertible Promissory Note issued to the Holder pursuant to the Purchase Agreement (the “Note”) as of its issue date $43,750.00 divided by the Exercise Market Price (as defined belowin the Note, as of the Issue Date), as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant. This Warrant #1 to Purchase Shares of Common Stock (this “Warrant”) ). This Warrant is being issued pursuant to the terms of that certain Securities Purchase Agreement of even date herewith dated January 7, 2015, to which Company and Investor are parties (as the same may be amended from time to time, the “Purchase Agreement”), to which the Company and the Holder (or the Holder’s predecessor in interest) are parties. Unless otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. This Warrant was originally issued to the Holder or the Holder’s predecessor in interest Investor on August 17January 7, 2011 2015 (the “Issue Date”). For the avoidance of doubt, the Initial Cash Purchase Price constitutes payment in full for this Warrant.

Appears in 1 contract

Samples: Warrant Agreement (Artec Global Media, Inc.)

Issuance. In consideration of For good and valuable consideration as set forth in the Purchase Agreement (as defined below), including without limitation the Purchase PricePrice (as defined in the Purchase Agreement), the receipt and sufficiency of which is are hereby acknowledged by EnSurgeNaked Brand Group Limited, Inc., a Nevada an Australia corporation (the “Company”); Iliad Research and Trading, St. Xxxxxx InvestmentsL.P., LLC, an Illinois a Utah limited liability companypartnership, its successors or and/or registered assigns (the HolderInvestor”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth second anniversary of the Issue Purchase Price Date (as defined in the Note (as defined in Attachment 1)) occurs (the “Expiration Date”), the a number of fully paid and nonassessable shares (the “Warrant Shares”) of the Company’s common stocknon-assessable ordinary shares, no par value $0.001 per share (the “Common StockOrdinary Shares”), equal to the outstanding balance number of that certain Secured Convertible Promissory Note Conversion Shares (as defined in the Note) issued to Investor under the Holder pursuant to Note (as defined in the Purchase Agreement (the “Note) as of its issue date divided by the Exercise Price (defined below), as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant. This Warrant to Purchase Ordinary Shares of Common Stock (this “Warrant”) ). This Warrant is being issued pursuant to the terms of that certain Securities Purchase Agreement of even date herewith dated October 4, 2019, to which Company and Investor are parties (as the same may be amended from time to time, the “Purchase Agreement”). Certain capitalized terms used herein are defined in Attachment 1 attached hereto and incorporated herein by this reference. Moreover, to which the Company and extent any defined terms herein are defined in any other Transaction Document (as so noted herein), such defined term shall remain applicable in this Warrant even if the Holder (other Transaction Document has been released, satisfied, or the Holder’s predecessor in interest) are parties. Unless is otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreementcancelled. This Warrant was originally issued to the Holder or the Holder’s predecessor in interest Investor on August 17October 4, 2011 2019 (the “Issue Date”).

Appears in 1 contract

Samples: Warrant Agreement (NAKED BRAND GROUP LTD)

Issuance. In consideration of For good and valuable consideration as set forth in the Purchase Agreement (as defined below), including without limitation the Purchase PricePrice (as defined in the Purchase Agreement), the receipt and sufficiency of which is are hereby acknowledged by EnSurgeMGT Capital Investments, Inc., a Nevada Delaware corporation (the “Company”); ________________, St. Xxxxxx Investments, LLC, an Illinois limited liability companya _________, its successors or and/or registered assigns (the HolderInvestor”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), the number of _______ fully paid and nonassessable non-assessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), equal to the outstanding balance of that certain Secured Convertible Promissory Note issued to the Holder pursuant to the Purchase Agreement (the “Note”) as of its issue date divided by the Exercise Price (defined below), as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant. This Warrant to Purchase Shares of Common Stock (this “Warrant”) ). This Warrant is being issued pursuant to the terms of that certain Securities Purchase Agreement of even date herewith dated December 15, 2017, to which Company and Investor are parties (as the same may be amended from time to time, the “Purchase Agreement”). Certain capitalized terms used herein are defined in Attachment 1 attached hereto and incorporated herein by this reference. Moreover, to which the Company and extent any defined terms herein are defined in any other Transaction Document (as so noted herein), such defined term shall remain applicable in this Warrant even if the Holder (other Transaction Document has been released, satisfied, or the Holder’s predecessor in interest) are parties. Unless is otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreementcancelled. This Warrant was originally issued to the Holder or the Holder’s predecessor in interest Investor on August 17December 15, 2011 2017 (the “Issue Date”).

Appears in 1 contract

Samples: Warrant Agreement (MGT Capital Investments Inc)

Issuance. In consideration of For good and valuable consideration as set forth in the Purchase Agreement (defined below), including without limitation the Purchase PricePrice (as defined in the Purchase Agreement), the receipt and sufficiency of which is are hereby acknowledged by EnSurgespiral toys, Inc., a Nevada corporation (the “Company”), St. Xxxxxx Investments, LLC, an Illinois limited liability company; __________, its successors or and/or registered assigns (the “Holder”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth third anniversary of the Issue Date occurs (the “Expiration Date”), the number of _____________ fully paid and nonassessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), equal to the outstanding balance of that certain Secured Convertible Promissory Note issued to the Holder pursuant to the Purchase Agreement (the “Note”) as of its issue date divided by the Exercise Price (defined below), as such number of Warrant Shares may be adjusted from time to time pursuant to the terms and conditions of this Warrant. This Warrant to Purchase Shares of Common Stock (this “Warrant”) ). This Warrant is being issued pursuant to the terms of that certain Securities Purchase Agreement of even date herewith (the “Purchase Agreement”)dated January 22, 2016, to which the Company and the Holder are parties (or as the Holder’s predecessor in interest) are partiessame may be amended from time to time, the “Purchase Agreement”). Unless otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. This Warrant was originally issued to the Holder or the Holder’s predecessor in interest on August 17January 22, 2011 2016 (the “Issue Date”).

Appears in 1 contract

Samples: Warrant Agreement (Spiral Toys Inc.)

Issuance. In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without limitation the Purchase PricePrice (as defined in the Purchase Agreement), the receipt and sufficiency of which is are hereby acknowledged by EnSurge, Inc.SOLAR WIND ENERGY TOWER INC., a Nevada corporation (the “Company”), St. Xxxxxx Investments; TYPENEX CO-INVESTMENT, LLC, an Illinois limited liability company, its successors or and/or registered assigns (the “Holder”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), the a number of fully paid and nonassessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.001 0.0001 per share (the “Common Stock”), equal to the outstanding balance of that certain Secured Convertible Promissory Note issued to the Holder pursuant to the Purchase Agreement (the “Note”) as of its issue date $55,000 divided by the Exercise Market Price (defined belowin the Note, as of the Issue Date), as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant. This Warrant #1 to Purchase Shares of Common Stock (this “Warrant”) ). This Warrant is being issued pursuant to the terms of that certain Securities Purchase Agreement of even date herewith (the “Purchase Agreement”)dated May 13, 2013, to which the Company and the Holder are parties (or as the Holder’s predecessor in interest) are partiessame may be amended from time to time, the “Purchase Agreement”). Unless otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. This Warrant was originally issued to the Holder or the Holder’s predecessor in interest on August 17May 13, 2011 2013 (the “Issue Date”), together with four (4) other similar Warrants to Purchase Common Stock issued pursuant to the terms and conditions of the Purchase Agreement (collectively, the “Warrants”). All of the Warrants other than this Warrant are exercisable only beginning at specified times occurring after the Issue Date, as reflected in the relevant Warrants. The Company and the Holder hereby acknowledge and agree that, notwithstanding that the Warrants are exercisable at different times, (1) all of the Warrants were issued as of the Issue Date, (2) the Holder assumed the economic risk of investment with respect to all of the Warrants as of the Issue Date, (3) the Holder is not providing any additional consideration for the Warrants following the Issue Date even though some of the Warrants are not exercisable until after the Issue Date, and (4) it is the intent of the parties, for purposes of and consistent with the public policies undergirding Rule 144, that all of the Warrants shall be deemed issued to and acquired by the Holder as of the Issue Date. Nothing contained in this paragraph shall be deemed to modify or limit in any way any of the specific terms and conditions of the Warrants, including without limitation this Warrant.

Appears in 1 contract

Samples: Warrant Agreement (Solar Wind Energy Tower, Inc.)

Issuance. In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without limitation the Purchase PricePrice (as defined in the Purchase Agreement), the receipt and sufficiency of which is hereby acknowledged by EnSurge, A5 Laboratories Inc., a Nevada corporation (the “Company”), St. Xxxxxx Investments, LLCXxxx X. Xxxx, an Illinois limited liability companyindividual, its his successors or registered assigns (the “Holder”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth fourth anniversary of the Issue Date occurs (the “Expiration Date”), the a number of fully paid and nonassessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), equal to the outstanding balance of that certain Secured Convertible Promissory Note issued to the Holder pursuant to the Purchase Agreement (the “Note”) as of its issue date $800,000.00 divided by 80% of the Exercise Price average of the three (3) lowest closing bid prices of the Common Stock reported by Bloomberg (defined below)) during the twenty (20) Trading Days (defined below) immediately preceding the Issue Date, as such number may be adjusted pursuant modified according to the terms and conditions of this Warranthereof. This Warrant to Purchase purchase Shares of Common Stock (this “Warrant”) is being issued pursuant to the terms of that certain Securities Note and Warrant Purchase Agreement of even date herewith (the “Purchase Agreement”), to which the Company and the Holder (or the Holder’s predecessor in interest) are parties. Unless otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. This Warrant was originally issued to the Holder or the Holder’s predecessor in interest on August 17February 23, 2011 (the “Issue Date”).

Appears in 1 contract

Samples: Warrant Agreement (A5 Laboratories Inc.)

Issuance. In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without limitation the Purchase PricePrice (as defined in the Purchase Agreement), the receipt and sufficiency of which is hereby acknowledged by EnSurgeAethlon Medical, Inc., a Nevada corporation (the “Company”), St. Xxxxxx InvestmentsTonaquint, LLCInc., an Illinois limited liability companya Utah corporation, its successors or registered assigns (the “Holder”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), the a number of fully paid and nonassessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), equal to the outstanding balance of that certain Secured Convertible Promissory Note issued to the Holder pursuant to the Purchase Agreement (the “Note”) as of its issue date $800,000.00 divided by 80% of the Exercise Price average of the three (3) lowest closing bid prices of the Common Stock reported by Bloomberg (defined below)) during the twenty (20) Trading Days (defined below) immediately preceding the Issue Date, as such number may be adjusted pursuant modified according to the terms and conditions of this Warranthereof (the “Adjusted Market Price”). This Warrant to Purchase purchase Shares of Common Stock (this “Warrant”) is being issued pursuant to the terms of that certain Securities Note and Warrant Purchase Agreement of even date herewith (the “Purchase Agreement”), to which the Company and the Holder (or the Holder’s predecessor in interest) are parties. Unless otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. This Warrant was originally issued to the Holder or the Holder’s predecessor in interest on August 17July 15, 2011 2010 (the “Issue Date”).

Appears in 1 contract

Samples: Warrant Agreement (Aethlon Medical Inc)

Issuance. In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without limitation the Purchase Price, the receipt and sufficiency of which is are hereby acknowledged by EnSurge, ULURU Inc., a Nevada corporation (the “Company”), St. Xxxxxx InvestmentsInter-Mountain Capital Corp., LLC, an Illinois limited liability companya Delaware corporation, its successors or registered assigns (the “Holder”), is hereby granted the right to purchase at any time on or after the Issue Exercisable Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), the a number of fully paid and nonassessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), equal to the outstanding balance of that certain Secured Convertible Promissory Note issued to the Holder pursuant to the Purchase Agreement (the “Note”) as of its issue date $137,500.00 divided by the Exercise Price (defined below, as of the Issue Date), as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant. This Warrant #5 to Purchase Shares of Common Stock (this “Warrant”) is being issued pursuant to the terms of that certain Securities Purchase Agreement of even date herewith dated June 27, 2012, as the same may be amended from time to time (the “Purchase Agreement”), to which the Company and the Holder (or the Holder’s predecessor in interest) are parties. Unless otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. This Warrant was originally issued to the Holder or the Holder’s predecessor in interest on August 17June 27, 2011 2012 (the “Issue Date”), together with six (6) other similar Warrants to Purchase Common Stock issued pursuant to the terms and conditions of the Purchase Agreement (collectively, the “Warrants”). Pursuant to and in accordance with the terms of the Purchase Agreement, this Warrant is exercisable only once Holder has paid Buyer Note #1 (as defined in the Purchase Agreement) in full in cash (the date such Buyer Note #1 has been paid in full, the “Exercisable Date”). Payment of Buyer Note #1 by means of netting against amounts owed by the Holder under Buyer Note #1 against amounts owed by the Company under the Note shall not be deemed to be payment ‘in cash” for purposes of the preceding sentence, and if Buyer Note #1 is paid through netting, this Warrant shall immediately and automatically terminate. The Company and the Holder hereby acknowledge and agree that, notwithstanding that the Warrants are exercisable at different times, (1) all of the Warrants were issued as of the Issue Date, (2) the Holder assumed the economic risk of investment with respect to all of the Warrants as of the Issue Date, (3) the Holder is not providing any additional consideration for the Warrants following the Issue Date even though some of the Warrants are not exercisable until after the Issue Date, and (4) it is the intent of the parties, for purposes of and consistent with the public policies undergirding Rule 144, that all of the Warrants shall be deemed issued to and acquired by the Holder as of the Issue Date. Nothing contained in this paragraph shall be deemed to modify or limit in any way any of the specific terms and conditions of the Warrants, including without limitation this Warrant.

Appears in 1 contract

Samples: Warrant Agreement (Uluru Inc.)

Issuance. In consideration of For good and valuable consideration as set forth in the Purchase Agreement (as defined below), including without limitation the Purchase PricePrice (as defined in the Purchase Agreement), the receipt and sufficiency of which is are hereby acknowledged by EnSurgeMGT Capital Investments, Inc., a Nevada Delaware corporation (the “Company”), St. Xxxxxx Investments, ; UAHC Ventures LLC, an Illinois a Nevada limited liability company, its successors or and/or registered assigns (the HolderInvestor”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), the a number of fully paid and nonassessable non-assessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), equal to the outstanding balance of that certain Secured Convertible Promissory Note issued to the Holder pursuant to the Purchase Agreement 861,905 Warrant Shares (the “Note”) as of its issue date divided by the Exercise Price (defined belowIssue Date), as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant. This Warrant to Purchase Shares of Common Stock (this “Warrant”) ). This Warrant is being issued pursuant to the terms of that certain Securities Purchase Agreement of even date herewith dated August 18, 2017, to which Company and Investor are parties (as the same may be amended from time to time, the “Purchase Agreement”). Certain capitalized terms used herein are defined in Attachment 1 attached hereto and incorporated herein by this reference. Moreover, to which the Company and extent any defined terms herein are defined in any other Transaction Document (as so noted herein), such defined term shall remain applicable in this Warrant even if the Holder (other Transaction Document has been released, satisfied, or the Holder’s predecessor in interest) are parties. Unless is otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreementcancelled. This Warrant was originally issued to the Holder or the Holder’s predecessor in interest Investor on August 1718, 2011 2017 (the “Issue Date”).

Appears in 1 contract

Samples: Warrant Agreement (MGT Capital Investments Inc)

Issuance. In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without limitation the Purchase Price, the receipt and sufficiency of which is are hereby acknowledged by EnSurge, ULURU Inc., a Nevada corporation (the “Company”), St. Xxxxxx InvestmentsInter-Mountain Capital Corp., LLC, an Illinois limited liability companya Delaware corporation, its successors or registered assigns (the “Holder”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), the a number of fully paid and nonassessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), equal to the outstanding balance of that certain Secured Convertible Promissory Note issued to the Holder pursuant to the Purchase Agreement (the “Note”) as of its issue date $275,000.00 divided by the Exercise Price (defined below, as of the Issue Date), as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant. This Warrant #1 to Purchase Shares of Common Stock (this “Warrant”) is being issued pursuant to the terms of that certain Securities Purchase Agreement of even date herewith dated June 27, 2012, as the same may be amended from time to time (the “Purchase Agreement”), to which the Company and the Holder (or the Holder’s predecessor in interest) are parties. Unless otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. This Warrant was originally issued to the Holder or the Holder’s predecessor in interest on August 17June 27, 2011 2012 (the “Issue Date”), together with six (6) other similar Warrants to Purchase Common Stock issued pursuant to the terms and conditions of the Purchase Agreement (collectively, the “Warrants”). Pursuant to and in accordance with the terms of the Purchase Agreement, all of the Warrants other than this Warrant are exercisable only beginning at specified times occurring after the Issue Date, as reflected in the relevant Warrants and Section 2.1(b)(i) of the Purchase Agreement. The Company and the Holder hereby acknowledge and agree that, notwithstanding that the Warrants are exercisable at different times, (1) all of the Warrants were issued as of the Issue Date, (2) the Holder assumed the economic risk of investment with respect to all of the Warrants as of the Issue Date, (3) the Holder is not providing any additional consideration for the Warrants following the Issue Date even though some of the Warrants are not exercisable until after the Issue Date, and (4) it is the intent of the parties, for purposes of and consistent with the public policies undergirding Rule 144, that all of the Warrants shall be deemed issued to and acquired by the Holder as of the Issue Date. Nothing contained in this paragraph shall be deemed to modify or limit in any way any of the specific terms and conditions of the Warrants, including without limitation this Warrant.

Appears in 1 contract

Samples: Warrant Agreement (Uluru Inc.)

Issuance. In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without limitation the Purchase PricePrice (as defined in the Purchase Agreement), the receipt and sufficiency of which is hereby acknowledged by EnSurgeWorld Series of Golf, Inc., a Nevada corporation (the “Company”), St. Xxxxxx InvestmentsInter-Mountain Capital Corp., LLC, an Illinois limited liability companya Delaware corporation, its successors or registered assigns (the “Holder”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), the a number of fully paid and nonassessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), equal to the outstanding balance of that certain Secured Convertible Promissory Note issued to the Holder pursuant to the Purchase Agreement (the “Note”) as of its issue date $200,000.00 divided by 70% of the Exercise Price average of the three (3) lowest closing bid prices of the Common Stock reported by Bloomberg (defined below)) during the twenty (20) Trading Days (defined below) immediately preceding the Issue Date, as such number may be adjusted pursuant modified according to the terms and conditions of this Warranthereof. This Warrant to Purchase purchase Shares of Common Stock (this “Warrant”) is being issued pursuant to the terms of that certain Securities Note and Warrant Purchase Agreement of even date herewith (the “Purchase Agreement”), to which the Company and the Holder (or the Holder’s predecessor in interest) are parties. Unless otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. This Warrant was originally issued to the Holder or the Holder’s predecessor in interest on August September 17, 2011 2010 (the “Issue Date”).

Appears in 1 contract

Samples: Warrant Agreement (World Series of Golf, Inc.)

Issuance. In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without limitation the Purchase Priceconsideration, the receipt and sufficiency of which is are hereby acknowledged by EnSurgeInnovus Pharmaceuticals, Inc., a Nevada corporation (the “Company”); GEMINI MASTER FUND, St. Xxxxxx InvestmentsLTD., LLC, an Illinois limited liability company, its successors a Cayman Islands Company or registered assigns (the “Holder”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), the number of 500,000 fully paid and nonassessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), equal to the outstanding balance of that certain Secured Convertible Promissory Note issued to the Holder pursuant to the Purchase Agreement (the “Note”) as of its issue date divided by the Exercise Price (defined below), as such number of Warrant Shares may be adjusted from time to time pursuant to the terms and conditions of this Warrant. This Amended and Restated Warrant to Purchase Shares of Common Stock (this “Warrant”) ). This Warrant is being issued pursuant to the terms of that certain Securities Purchase Agreement Agreement, dated March 12, 2015, documenting the extension of even date herewith (the “Purchase Agreement”)10% Convertible Debenture Due March 13, to which 2015 and amends and restates in its entirety the warrant issued by the Company and the to Holder (or the Holder’s predecessor in interest) are partieson February 13, 2014. Unless otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the that certain Securities Purchase Agreement, dated February 13, 2014 (the “Purchase Agreement”). This Warrant was originally issued to the Holder or the Holder’s predecessor in interest on August 17March 12, 2011 2015 (the “Issue Date”).

Appears in 1 contract

Samples: Warrant Agreement (Innovus Pharmaceuticals, Inc.)

Issuance. In consideration of For good and valuable consideration as set forth in the Purchase Agreement (as defined below), including without limitation the Purchase PricePrice (as defined in the Purchase Agreement), the receipt and sufficiency of which is are hereby acknowledged by EnSurgeNaked Brand Group Limited, Inc., a Nevada an Australia corporation (the “Company”), ; St. Xxxxxx Investments, Gxxxxx Investments LLC, an Illinois a Utah limited liability company, its successors or and/or registered assigns (the HolderInvestor”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth second anniversary of the Issue Purchase Price Date (as defined in the Note (as defined in Attachment 1)) occurs (the “Expiration Date”), the a number of fully paid and nonassessable shares (the “Warrant Shares”) of the Company’s common stocknon-assessable ordinary shares, no par value $0.001 per share (the “Common StockOrdinary Shares”), equal to the outstanding balance number of that certain Secured Convertible Promissory Note Conversion Shares (as defined in the Note) issued to Investor under the Holder pursuant to Note (as defined in the Purchase Agreement (the “Note) as of its issue date divided by the Exercise Price (defined below), as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant. This Warrant to Purchase Ordinary Shares of Common Stock (this “Warrant”) ). This Warrant is being issued pursuant to the terms of that certain Securities Purchase Agreement of even date herewith dated December 19, 2019, to which Company and Investor are parties (as the same may be amended from time to time, the “Purchase Agreement”). Certain capitalized terms used herein are defined in Attachment 1 attached hereto and incorporated herein by this reference. Moreover, to which the Company and extent any defined terms herein are defined in any other Transaction Document (as so noted herein), such defined term shall remain applicable in this Warrant even if the Holder (other Transaction Document has been released, satisfied, or the Holder’s predecessor in interest) are parties. Unless is otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreementcancelled. This Warrant was originally issued to the Holder or the Holder’s predecessor in interest Investor on August 17December 19, 2011 2019 (the “Issue Date”).

Appears in 1 contract

Samples: Warrant Agreement (NAKED BRAND GROUP LTD)

Issuance. In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without limitation the Purchase PricePrice (as defined in the Purchase Agreement), the receipt and sufficiency of which is are hereby acknowledged by EnSurgeDethrone Royalty Holdings, Inc., a Nevada corporation (the “Company”); [_______], St. Xxxxxx Investments, LLC, an Illinois limited liability companya [_______] corporation, its successors or and/or registered assigns (the “Holder”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), the a number of fully paid and nonassessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), equal to the outstanding balance of that certain Secured Convertible Promissory Note issued to the Holder pursuant to the Purchase Agreement (the “Note”) as of its issue date $112,000 divided by the Exercise Conversion Price (as defined belowin the Master Note, as of the Issue Date), as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant. This Warrant to Purchase Shares of Common Stock (this “Warrant”) ). This Warrant is being issued pursuant to the terms of that certain Securities Purchase Agreement of even date herewith (the “Purchase Agreement”)dated [_______], to which the Company and the Holder are parties (or as the Holder’s predecessor in interest) are partiessame may be amended from time to time, the “Purchase Agreement”). Unless otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. This Warrant was originally issued to the Holder or the Holder’s predecessor in interest on August 17, 2011 [_______] (the “Issue Date”).

Appears in 1 contract

Samples: Warrant Agreement (Dethrone Royalty Holdings, Inc.)

Issuance. In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without limitation the Purchase Price, the receipt and sufficiency of which is are hereby acknowledged by EnSurge, ULURU Inc., a Nevada corporation (the “Company”), St. Xxxxxx InvestmentsInter-Mountain Capital Corp., LLC, an Illinois limited liability companya Delaware corporation, its successors or registered assigns (the “Holder”), is hereby granted the right to purchase at any time on or after the Issue Exercisable Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), the a number of fully paid and nonassessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), equal to the outstanding balance of that certain Secured Convertible Promissory Note issued to the Holder pursuant to the Purchase Agreement (the “Note”) as of its issue date $137,500.00 divided by the Exercise Price (defined below, as of the Issue Date), as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant. This Warrant #6 to Purchase Shares of Common Stock (this “Warrant”) is being issued pursuant to the terms of that certain Securities Purchase Agreement of even date herewith dated June 27, 2012, as the same may be amended from time to time (the “Purchase Agreement”), to which the Company and the Holder (or the Holder’s predecessor in interest) are parties. Unless otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. This Warrant was originally issued to the Holder or the Holder’s predecessor in interest on August 17June 27, 2011 2012 (the “Issue Date”), together with six (6) other similar Warrants to Purchase Common Stock issued pursuant to the terms and conditions of the Purchase Agreement (collectively, the “Warrants”). Pursuant to and in accordance with the terms of the Purchase Agreement, this Warrant is exercisable only once Holder has paid Buyer Note #2 (as defined in the Purchase Agreement) in full in cash (the date such Buyer Note #2 has been paid in full, the “Exercisable Date”). Payment of Buyer Note #2 by means of netting against amounts owed by the Holder under Buyer Note #2 against amounts owed by the Company under the Note shall not be deemed to be payment ‘in cash” for purposes of the preceding sentence, and if Buyer Note #2 is paid through netting, this Warrant shall immediately and automatically terminate. The Company and the Holder hereby acknowledge and agree that, notwithstanding that the Warrants are exercisable at different times, (1) all of the Warrants were issued as of the Issue Date, (2) the Holder assumed the economic risk of investment with respect to all of the Warrants as of the Issue Date, (3) the Holder is not providing any additional consideration for the Warrants following the Issue Date even though some of the Warrants are not exercisable until after the Issue Date, and (4) it is the intent of the parties, for purposes of and consistent with the public policies undergirding Rule 144, that all of the Warrants shall be deemed issued to and acquired by the Holder as of the Issue Date. Nothing contained in this paragraph shall be deemed to modify or limit in any way any of the specific terms and conditions of the Warrants, including without limitation this Warrant.

Appears in 1 contract

Samples: Warrant Agreement (Uluru Inc.)

Issuance. In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without limitation the Initial Purchase PricePrice (as defined in the Purchase Agreement), the receipt and sufficiency of which is are hereby acknowledged by EnSurgeDNA Precious Metals, Inc., a Nevada corporation (the “Company”), St. Xxxxxx Investments; Typenex Co-Investment, LLC, an Illinois a Utah limited liability company, its successors or and/or registered assigns (the HolderInvestor”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth second anniversary of the Issue Date occurs (the “Expiration Date”), the a number of fully paid and nonassessable non-assessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), equal to the outstanding balance of that certain Secured Convertible Promissory Note issued to the Holder pursuant to the Purchase Agreement (the “Note”) as of its issue date $276,250.00 divided by the Exercise Lender Conversion Price (as defined belowin the Note, as of the Issue Date), as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant. This Warrant to Purchase Shares of Common Stock (this “Warrant”) ). This Warrant is being issued pursuant to the terms of that certain Securities Purchase Agreement of even date herewith dated April 28, 2014, to which Company and Investor are parties (as the same may be amended from time to time, the “Purchase Agreement”), to which the Company and the Holder (or the Holder’s predecessor in interest) are parties. Unless otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. This Warrant was originally issued to the Holder or the Holder’s predecessor in interest Investor on August 17April 28, 2011 2014 (the “Issue Date”).

Appears in 1 contract

Samples: Warrant Agreement (Dna Precious Metals Inc.)

Issuance. In consideration of For good and valuable consideration as set forth in the Purchase Agreement (as defined below), including without limitation the Initial Cash Purchase PricePrice (as defined in the Purchase Agreement), the receipt and sufficiency of which is are hereby acknowledged by EnSurge, Inc.CLIKIA CORP., a Nevada corporation (the “"Company"), St. Xxxxxx Investments; TYPENEX CO-INVESTMENT, LLC, an Illinois a Utah limited liability company, its successors or and/or registered assigns (the “Holder”"Investor"), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the "Expiration Date"), the a number of fully paid and nonassessable non-assessable shares (the "Warrant Shares") of the Company’s 's common stock, par value $0.001 per share (the "Common Stock"), equal to the outstanding balance of that certain Secured Convertible Promissory Note issued to the Holder pursuant to the Purchase Agreement (the “Note”) as of its issue date $145,500.00 divided by the Exercise Market Price (defined belowas of the Issue Date), as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant. This Warrant to Purchase Shares of Common Stock (this "Warrant”) "). This Warrant is being issued pursuant to the terms of that certain Securities Purchase Agreement of even date herewith (the “Purchase Agreement”)dated July 13, 2017, to which the Company and Investor are parties (as the Holder (or same may be amended from time to time, the Holder’s predecessor in interest) are parties"Purchase Agreement"). Unless otherwise indicated herein, Certain capitalized terms not used herein are defined in Attachment 1 attached hereto and incorporated herein by this reference. Moreover, to the extent any defined terms herein are defined in any other Transaction Document (as so noted herein), such defined term shall remain applicable in this Warrant even if the other Transaction Document has been released, satisfied, or is otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreementcancelled. This Warrant was originally issued to the Holder or the Holder’s predecessor in interest Investor on August 17July 13, 2011 2017 (the "Issue Date"). For the avoidance of doubt, the Initial Cash Purchase Price constitutes payment in full for this Warrant.

Appears in 1 contract

Samples: Securities Purchase Agreement (Clikia Corp.)

Issuance. In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without limitation the Purchase Price, the receipt and sufficiency of which is are hereby acknowledged by EnSurgePURAMED BIOSCIENCE, Inc.INC., a Nevada Minnesota corporation (the “Company”), St. Xxxxxx InvestmentsTONAQUINT, LLCINC., an Illinois limited liability companya Utah corporation, its successors or registered assigns (the “Holder”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), the a number of fully paid and nonassessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), equal to the outstanding balance of that certain Secured Convertible Promissory Note issued to the Holder pursuant to the Purchase Agreement (the “Note”) as of its issue date $129,375.00 divided by the Exercise Market Price (defined belowin the Note, as of the Issue Date), as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant. This Warrant to Purchase Shares of Common Stock (this “Warrant”) ). This Warrant is being issued pursuant to the terms of that certain Securities Purchase Agreement of even date herewith (the “Purchase Agreement”)dated September 7, 2012 to which the Company and the Holder (or the Holder’s predecessor in interest) are partiesparties (as the same may be amended from time to time, the “Purchase Agreement”). Unless otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. This Warrant was originally issued to the Holder or the Holder’s predecessor in interest on August 17September 7, 2011 2012 (the “Issue Date”).

Appears in 1 contract

Samples: Warrant Agreement (Puramed Bioscience Inc.)

Issuance. In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without limitation the Purchase Price, the receipt and sufficiency of which is are hereby acknowledged by EnSurge, ULURU Inc., a Nevada corporation (the “Company”), St. Xxxxxx InvestmentsInter-Mountain Capital Corp., LLC, an Illinois limited liability companya Delaware corporation, its successors or registered assigns (the “Holder”), is hereby granted the right to purchase at any time on or after the Issue Exercisable Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), the a number of fully paid and nonassessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), equal to the outstanding balance of that certain Secured Convertible Promissory Note issued to the Holder pursuant to the Purchase Agreement (the “Note”) as of its issue date $137,500.00 divided by the Exercise Price (defined below, as of the Issue Date), as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant. This Warrant #4 to Purchase Shares of Common Stock (this “Warrant”) is being issued pursuant to the terms of that certain Securities Purchase Agreement of even date herewith dated June 27, 2012, as the same may be amended from time to time (the “Purchase Agreement”), to which the Company and the Holder (or the Holder’s predecessor in interest) are parties. Unless otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. This Warrant was originally issued to the Holder or the Holder’s predecessor in interest on August 17June 27, 2011 2012 (the “Issue Date”), together with six (6) other similar Warrants to Purchase Common Stock issued pursuant to the terms and conditions of the Purchase Agreement (collectively, the “Warrants”). Pursuant to and in accordance with the terms of the Purchase Agreement, this Warrant is exercisable only once Holder has paid Buyer Trust Deed Note #3 (as defined in the Purchase Agreement) in full in cash (the date such Buyer Trust Deed Note #3 has been paid in full, the “Exercisable Date”). Payment of Trust Deed Note #3 by means of netting against amounts owed by the Holder under Trust Deed Note #3 against amounts owed by the Company under the Note shall not be deemed to be payment ‘in cash” for purposes of the preceding sentence, and if Trust Deed Note #3 is paid through netting, this Warrant shall immediately and automatically terminate. The Company and the Holder hereby acknowledge and agree that, notwithstanding that the Warrants are exercisable at different times, (1) all of the Warrants were issued as of the Issue Date, (2) the Holder assumed the economic risk of investment with respect to all of the Warrants as of the Issue Date, (3) the Holder is not providing any additional consideration for the Warrants following the Issue Date even though some of the Warrants are not exercisable until after the Issue Date, and (4) it is the intent of the parties, for purposes of and consistent with the public policies undergirding Rule 144, that all of the Warrants shall be deemed issued to and acquired by the Holder as of the Issue Date. Nothing contained in this paragraph shall be deemed to modify or limit in any way any of the specific terms and conditions of the Warrants, including without limitation this Warrant.

Appears in 1 contract

Samples: Warrant Agreement (Uluru Inc.)

Issuance. In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without limitation the Purchase PricePrice (as defined in the Purchase Agreement), the receipt and sufficiency of which is are hereby acknowledged by EnSurgeTauriga Sciences, Inc., a Nevada Florida corporation (the “Company”), St. Xxxxxx Investments; Typenex Co-Investment, LLC, an Illinois limited liability company, its successors or and/or registered assigns (the “Holder”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), the a number of fully paid and nonassessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.001 0.00001 per share (the “Common Stock”), equal to the outstanding balance of that certain Secured Convertible Promissory Note issued to the Holder pursuant to the Purchase Agreement (the “Note”) as of its issue date $277,500.00 divided by the Exercise Market Price (defined belowin the Note, as of the Issue Date), as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant. This Warrant to Purchase Shares of Common Stock (this “Warrant”) ). This Warrant is being issued pursuant to the terms of that certain Securities Purchase Agreement of even date herewith (the “Purchase Agreement”)dated June 24, 2013, to which the Company and the Holder are parties (or as the Holder’s predecessor in interest) are partiessame may be amended from time to time, the “Purchase Agreement”). Unless otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. This Warrant was originally issued to the Holder or the Holder’s predecessor in interest on August 17June 24, 2011 2013 (the “Issue Date”).

Appears in 1 contract

Samples: Warrant Agreement (Tauriga Sciences, Inc.)

Issuance. In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without limitation the Initial Cash Purchase PricePrice (as defined in the Purchase Agreement), the receipt and sufficiency of which is are hereby acknowledged by EnSurgeWindStream Technologies, Inc., a Nevada Wyoming corporation (the “Company”), St. Xxxxxx Investments; Typenex Co- Investment, LLC, an Illinois a Utah limited liability company, its successors or and/or registered assigns (the HolderInvestor”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), the a number of fully paid and nonassessable non-assessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), equal to the outstanding balance of that certain Secured Convertible Promissory Note issued to the Holder pursuant to the Purchase Agreement (the “Note”) as of its issue date $137,500.00 divided by the Exercise Market Price (as defined belowin the Note, as of the Issue Date), as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant. This Warrant #1 to Purchase Shares of Common Stock (this “Warrant”) ). This Warrant is being issued pursuant to the terms of that certain Securities Purchase Agreement of even date herewith dated September 26, 2014, to which Company and Investor are parties (as the same may be amended from time to time, the “Purchase Agreement”), to which the Company and the Holder (or the Holder’s predecessor in interest) are parties. Unless otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. This Warrant was originally issued to the Holder or the Holder’s predecessor in interest Investor on August 17September 26, 2011 2014 (the “Issue Date”). For the avoidance of doubt, the Initial Cash Purchase Price constitutes payment in full for this Warrant.

Appears in 1 contract

Samples: Warrant Agreement (Windstream Technologies, Inc.)