Modification to the closings. 2.1 The purchase of the Debentures shall be split into five (5) Tranches (collectively, the “Modified Closings”) in the aggregate Principal Amount of $1,800,000 as follows: (a) a first Tranche in the Principal Amount of $200,000 for a Subscription Amount of $200,000 shall be closed on the date hereof (the “First Modified Closing”), provided however, that each of the conditions set out in Section 2.4 hereof shall have been satisfied; (b) a second Tranche in the Principal Amount of $100,000 for a Subscription Amount of $100,000 shall be closed on the date that is thirty (30) days after the Second Modified Closing (the “Second Modified Closing”), provided however, that each of the conditions set out in Section 2.4 hereof shall have been satisfied (c) a third Tranche in the Principal Amount of $100,000 for a Subscription Amount of $100,000 shall be closed within two (2) days of the date that both (1) a new Registration Statement containing the terms and conditions of this Agreement, has been filed by the Company, and (2) a restatement of the Company’s financial statements have been filed in satisfaction of all comments received by the Commission (the “Third Modified Closing”), provided however, that each of the conditions set out in Section 2.4 hereof shall have been satisfied; (d) a fourth Tranche in the Principal Amount of $500,000 for a Subscription Amount of $500,000 shall be closed within two (2) days of the SEC Effective Date (the “Fourth Modified Closing”), provided however, that the Third Modified Closing has occurred and each of the conditions set out in Section 2.4 hereof shall have been satisfied; (e) a fifth Tranche in the Principal Amount of $500,000 for a Subscription Amount of $500,000 shall be closed within five (5) days of the Fourth Modified Closing (the “Fifth Modified Closing”), provided however, that the Fourth Modified Closing has occurred and that each of the conditions set out in Section 2.4 hereof shall have been satisfied; and (f) in addition to the tranches listed above, the Purchaser will commit to funding additional tranches on the following schedule provided that each of the conditions set out in Section 2.4 hereof shall have been satisfied: (i) $100,000 on a date that is 90 days from the date of the First Modified Closing; (ii) $100,000 on a date that is 120 days from the date of the First Modified Closing; (iii) $100,000 on a date that is 150 days from the date of the First Modified Closing; and (iv) $100,000 on a date that is 180 days from the date of the First Modified Closing; Notwithstanding the foregoing, any of the Modified Closings that have not closed by a date that is 180 days from the First Modified Closing, shall be terminated, unless otherwise agreed to by the Purchaser. 2.2 On or prior to each Closing Date with respect to each of the Modified Closings, the Company shall deliver or cause to be delivered to the Purchaser, as applicable, the following: (a) a Modified Debenture in the form set out on Exhibit A attached hereto with a principal amount equal to the Purchaser’s Principal Amount as set forth in Section 2.1 hereof, registered in the name of the Purchaser; (b) a warrant instrument in the form set out on Exhibit B attached hereto (the “Warrants”) issued and registered in the name of the Purchaser granting the Purchaser the right to purchase such number of additional shares of Common Stock as is equal to the Principal Amount of the applicable Modified Debenture divided by a price (the “Reference Price”) equal to 120% of the last reported closing price of the Common Stock on the applicable Closing Date, at an exercise price equal to the applicable Reference Price, and a term of three (3) years from the issuance date of each Warrant; and (c) with respect to the Second Modified Closing, a letter to the Transfer Agent updating the terms of the Transfer Agent Instruction Letter to take into account the terms and conditions of this Agreement duly executed by the Company and the Transfer Agent. 2.3 On or prior to each Closing Date with respect to each of the Modified Closings, the Purchaser shall deliver or cause to be delivered to the Company, as applicable, the Purchaser’s Subscription Amount as set forth in Section 2.1 hereof, less a fee payable to ____________ in the amount equal to 5% of the Subscription Amount of the applicable Modified Closing. 2.4 Conditions: (a) the satisfaction of the conditions set out in Section 2.4(a) of the Securities Purchase Agreement, except that with respect to Section 2.4(a)(iii), the items to be delivered by the Company shall be the items set forth in Section 2.2 hereof; (b) the satisfaction of the conditions set out in Section 2.4(b) of the Securities Purchase Agreement, except that with respect to Section 2.4(b)(iii), the items to be delivered by the Purchaser shall be the items set forth in Section 2.3 hereof; (c) the Company shall have entered into an agreement with _______________ providing for the purchase and sale of at least $1,500,000 of convertible debentures on substantially the same terms and conditions as this Agreement and in respect of each of the Second Modified Closing, the Third Modified Closing, the Fourth Modified Closing, and the Fifth Modified Closing the Company shall have provided proof of receipt of funds from ________ prior to, or simultaneously with, such Closing; (e) one or more of the current members of the Board of Directors and/or executive officers of the Company shall have entered into binding commitments to invest collectively a minimum of $100,000 in two tranches of $50,000 each (which for the avoidance of doubt shall be in addition to the $50,000 raised through the issuance of the 8% Convertible Debenture Due January 13, 2018 issued to Nxx Xxxxxx), the timing of which shall be on or before each of the third and fourth Tranches, and in respect of each of the Third Modified Closing and the Fourth Modified Closing, the Company shall have provided proof of receipt of funds prior to such Closing;
Appears in 1 contract
Modification to the closings. 2.1 The purchase and sale of Debentures in the Debentures aggregate Principal Amount of $700,000 pursuant to the Third Closing shall be split into five (5) Tranches (collectively, the “Modified Closings”) in the aggregate Principal Amount of $1,800,000 as follows:
(a) a first Tranche in the Principal Amount of $200,000 125,000 for a Subscription Amount of $200,000 125,000 shall be closed on the date hereof (the “First Modified Closing”), provided however, that each of the conditions set out in Section 2.4 hereof shall have been satisfied;
(b) a second Tranche in the Principal Amount of $100,000 125,000 for a Subscription Amount of $100,000 125,000 shall be closed on the date that is thirty (30) days after earlier of November 23, 2015 or the Second Modified Closing SEC Effective Date (the “Second Modified Closing”), provided however, that each of the conditions set out in Section 2.4 hereof shall have been satisfied;
(c) a third Tranche in the Principal Amount of $100,000 125,000 for a Subscription Amount of $100,000 125,000 shall be closed within two (2) days on the earlier of November 30, 2015 or the date that both (1) a new Registration Statement containing the terms and conditions of this Agreement, has been filed by the Company, and (2) a restatement of the Company’s financial statements have been filed in satisfaction of all comments received by the Commission SEC Effective Date (the “Third Modified Closing”), provided however, that each of the conditions set out in Section 2.4 hereof shall have been satisfied;
(d) a fourth Tranche in the Principal Amount of $500,000 125,000 for a Subscription Amount of $500,000 125,000 shall be closed within two (2) days on the earlier of December 7, 2015 or the SEC Effective Date (the “Fourth Modified Closing”), provided however, that the Third Modified Closing has occurred and each of the conditions set out in Section 2.4 hereof shall have been satisfied;
(e) a fifth Tranche in the Principal Amount of $500,000 for a Subscription Amount of $500,000 shall be closed within five (5) days of the Fourth Modified Closing (the “Fifth Modified Closing”), provided however, that the Fourth Modified Closing has occurred and that each of the conditions set out in Section 2.4 hereof shall have been satisfied; and
(fe) a Tranche in addition to the tranches listed abovePrincipal Amount of $200,000 for a Subscription Amount of $200,000 shall be closed within 2 days of the SEC Effective Date (the “Fifth Modified Closing”), the Purchaser will commit to funding additional tranches on the following schedule provided however, that each of the conditions set out in Section 2.4 hereof shall have been satisfied:
(i) $100,000 on a date that is 90 days from the date of the First Modified Closing;
(ii) $100,000 on a date that is 120 days from the date of the First Modified Closing;
(iii) $100,000 on a date that is 150 days from the date of the First Modified Closing; and
(iv) $100,000 on a date that is 180 days from the date of the First Modified Closing; Notwithstanding the foregoing, any of the Modified Closings that have not closed by a date that is 180 days from the First Modified Closing, shall be terminated, unless otherwise agreed to by the Purchaser.
2.2 On or prior to each Closing Date with respect to each of the Modified Closings, the Company shall deliver or cause to be delivered to the Purchaser, as applicable, the following:
(a) a Modified Debenture in the form set out on Exhibit A attached hereto with a principal amount equal to the Purchaser’s Principal Amount as set forth in Section 2.1 hereof, registered in the name of the Purchaser;
(b) a warrant instrument in the form set out on Exhibit B attached hereto (the “Warrants”) issued and registered in the name of the Purchaser granting the Purchaser the right to purchase such number of additional shares of Common Stock as is equal to the Principal Amount of the applicable Modified Debenture divided by a price (the “Reference Price”) equal to 120% of the last reported closing price of the Common Stock on the applicable Closing Date, at an exercise price equal to the applicable Reference Price, and a term of three (3) years from the issuance date of each Warrant; and
(c) with respect to the Second Modified Closing, a letter to the Transfer Agent updating the terms of the Transfer Agent Instruction Letter to take into account the terms and conditions of this Agreement duly executed by the Company and the Transfer Agent.
2.3 On or prior to each Closing Date with respect to each of the Modified Closings, the Purchaser shall deliver or cause to be delivered to the Company, as applicable, the Purchaser’s Subscription Amount as set forth in Section 2.1 hereof, less a fee payable to ____________ in the amount equal to 5% of the Subscription Amount of the applicable Modified Closing.
2.4 Conditions:
(a) the satisfaction of the conditions set out in Section 2.4(a) of the Securities Purchase Agreement, except that with respect to Section 2.4(a)(iii), the items to be delivered by the Company shall be the items set forth in Section 2.2 hereof;
(b) the satisfaction of the conditions set out in Section 2.4(b) of the Securities Purchase Agreement, except that with respect to Section 2.4(b)(iii), the items to be delivered by the Purchaser shall be the items set forth in Section 2.3 hereof;
(c) the Company shall have entered into an agreement with _______________ providing for the purchase and sale of at least $1,500,000 of convertible debentures on substantially the same terms and conditions as this Agreement and in respect of each of the Second Modified Closing, the Third Modified Closing, the Fourth Modified Closing, and the Fifth Modified Closing the Company shall have provided proof of receipt of funds from ________ prior to, or simultaneously with, such Closing;
(e) one or more of the current members of the Board of Directors and/or executive officers of the Company shall have entered into binding commitments to invest collectively a minimum of $100,000 in two tranches of $50,000 each (which for the avoidance of doubt shall be in addition to the $50,000 raised through the issuance of the 8% Convertible Debenture Due January 13, 2018 issued to Nxx Xxxxxx), the timing of which shall be on or before each of the third and fourth Tranches, and in respect of each of the Third Modified Closing and the Fourth Modified Closing, the Company shall have provided proof of receipt of funds prior to such Closing;
Appears in 1 contract
Modification to the closings. 2.1 The purchase of the Debentures shall be split into five (5) Tranches, the first Tranche being the $1,000,000 which was purchased and sold at the First Closing, and four (4) additional Tranches (collectively, the “Modified Closings”) in the aggregate Principal Amount of $1,800,000 1,500,000 as follows:
(a) a first second Tranche in the Principal Amount of $200,000 100,000 for a Subscription Amount of $200,000 100,000 shall be closed on the date hereof (the “First Second Modified Closing”), provided however, that each of the conditions set out in Section 2.4 hereof shall have been satisfied;
(b) a second Tranche in the Principal Amount of $100,000 for a Subscription Amount of $100,000 shall be closed on the date that is thirty (30) days after the Second Modified Closing (the “Second Modified Closing”), provided however, that each of the conditions set out in Section 2.4 hereof shall have been satisfied
(c) a third Tranche in the Principal Amount of $100,000 for a Subscription Amount of $100,000 shall be closed within two (2) days of the date that both (1) a new Registration Statement containing the terms and conditions of this Agreement, has been filed by the Company, and (2) a restatement of the Company’s financial statements have been filed in satisfaction of all comments received by the Commission (the “Third Modified Closing”), provided however, that each of the conditions set out in Section 2.4 hereof shall have been satisfied;
(dc) a fourth Tranche in the Principal Amount of $500,000 100,000 for a Subscription Amount of $500,000 100,000 shall be closed within two (2) days of the SEC Effective Date date that the Company receives it first comment letter from the Commission in respect of the new Registration Statement to be filed (the “Fourth Modified Closing”), provided however, that the Third Modified Closing has occurred and each of the conditions set out in Section 2.4 hereof shall have been satisfied;; and
(ed) a fifth Tranche in the Principal Amount of $500,000 1,200,000 for a Subscription Amount of $500,000 1,200,000 shall be closed within five two (52) days of the Fourth Modified Closing SEC Effective Date (the “Fifth Modified Closing”), provided however, that the Fourth Modified Closing has occurred and that each of the conditions set out in Section 2.4 hereof shall have been satisfied; and
(f) in addition to the tranches listed above, the Purchaser will commit to funding additional tranches on the following schedule provided that each of the conditions set out in Section 2.4 hereof shall have been satisfied:
(i) $100,000 on a date that is 90 days from the date of the First Modified Closing;
(ii) $100,000 on a date that is 120 days from the date of the First Modified Closing;
(iii) $100,000 on a date that is 150 days from the date of the First Modified Closing; and
(iv) $100,000 on a date that is 180 days from the date of the First Modified Closing; . Notwithstanding the foregoing, any of the Modified Closings that have not closed by a date that is 180 days from the First Modified ClosingMay 4, 2015, shall be terminated, unless otherwise agreed to by the Purchaserparties.
2.2 On or prior to each Closing Date with respect to each of the Modified Closings, the Company shall deliver or cause to be delivered to the Purchaser, as applicable, the following:
(a) a Modified Debenture in the form set out on Exhibit A attached hereto with a principal amount equal to the Purchaser’s Principal Amount as set forth in Section 2.1 hereof, registered in the name of the Purchaser;
(b) a warrant instrument in the form set out on Exhibit B attached hereto (the “Warrants”) issued and registered in the name of the Purchaser granting the Purchaser the right to purchase such number of additional shares of Common Stock as is equal to the Principal Amount of the applicable Modified Debenture divided by a price (the “Reference Price”) equal to 120% of the last reported closing price of the Common Stock on the applicable Closing Date, at an exercise price equal to the applicable Reference Price, and a term of three (3) years from the issuance date of each Warrant; and
(c) with respect to the Second Modified Closing, a letter to the Transfer Agent updating the terms of the Transfer Agent Instruction Letter to take into account the terms and conditions of this Agreement duly executed by the Company and the Transfer Agent.
2.3 On or prior to each Closing Date with respect to each of the Modified Closings, the Purchaser shall deliver or cause to be delivered to the Company, as applicable, the Purchaser’s Subscription Amount as set forth in Section 2.1 hereof, less a fee payable to ______________ in the amount equal to 5% of the Subscription Amount of the applicable Modified Closing.
2.4 Conditions:
(a) the satisfaction of the conditions set out in Section 2.4(a) of the Securities Purchase Agreement, except that with respect to Section 2.4(a)(iii), the items to be delivered by the Company shall be the items set forth in Section 2.2 hereof;
(b) the satisfaction of the conditions set out in Section 2.4(b) of the Securities Purchase Agreement, except that with respect to Section 2.4(b)(iii), the items to be delivered by the Purchaser shall be the items set forth in Section 2.3 hereof;
(c) the Company shall have entered into an agreement with ____________________ providing for the purchase and sale of at least $1,500,000 of convertible debentures on substantially the same terms and conditions as this Agreement and in respect of each of the Second Modified Closing, the Third Modified Closing, the Fourth Modified Closing, and the Fifth Modified Closing the Company shall have provided proof of receipt of funds from ___________ prior to, or simultaneously with, such Closing;
(e) one or more of the current members of the Board of Directors and/or executive officers of the Company shall have entered into binding commitments to invest collectively a minimum of $100,000 in two tranches of $50,000 each (which for the avoidance of doubt shall be in addition to the $50,000 raised through the issuance of the 8% Convertible Debenture Due January 13, 2018 issued to Nxx Xxxxxx), the timing of which shall be on or before each of the third and fourth Tranches, and in respect of each of the Third Modified Closing and the Fourth Modified Closing, the Company shall have provided proof of receipt of funds prior to such Closing;
Appears in 1 contract
Modification to the closings. 2.1 The purchase of the Debentures shall be split into five (5) Tranches (collectively, the “Modified Closings”) in the aggregate Principal Amount of $1,800,000 as follows:
(a) a first Tranche in the Principal Amount of $200,000 for a Subscription Amount of $200,000 shall be closed on the date hereof (the “First Modified Closing”), provided however, that each of the conditions set out in Section 2.4 hereof shall have been satisfied;
(b) a second Tranche in the Principal Amount of $100,000 for a Subscription Amount of $100,000 shall be closed on the date that is thirty (30) days after the Second Modified Closing (the “Second Modified Closing”), provided however, that each of the conditions set out in Section 2.4 hereof shall have been satisfied
(c) a third Tranche in the Principal Amount of $100,000 300,000 for a Subscription Amount of $100,000 300,000 shall be closed within two (2) days of the date that both (1) a new Registration Statement containing the terms and conditions of this Agreement, has been filed by the Company, and (2) a restatement of the Company’s financial statements have been filed in satisfaction of all comments received by the Commission (the “Third Modified Closing”), provided however, that each of the conditions set out in Section 2.4 hereof shall have been satisfied;
(d) a fourth Tranche in the Principal Amount of $500,000 1,000,000 for a Subscription Amount of $500,000 1,000,000 shall be closed within two (2) days of the SEC Effective Date (the “Fourth Modified Closing”), provided however, that the Third Modified Closing has occurred and each of the conditions set out in Section 2.4 hereof shall have been satisfied;
(e) a fifth Tranche in the Principal Amount of $500,000 1,000,000 for a Subscription Amount of $500,000 1,000,000 shall be closed within five (5) days of the Fourth Modified Closing (the “Fifth Modified Closing”), provided however, that the Fourth Modified Closing has occurred and that each of the conditions set out in Section 2.4 hereof shall have been satisfied; and
(f) in addition to the tranches listed above, the Purchaser will commit to funding additional tranches on the following schedule provided that each of the conditions set out in Section 2.4 hereof shall have been satisfied:
(i) $100,000 on a date that is 90 days from the date of the First Modified Closing;
(ii) $100,000 on a date that is 120 days from the date of the First Modified Closing;
(iii) $100,000 on a date that is 150 days from the date of the First Modified Closing; and
(iv) $100,000 on a date that is 180 days from the date of the First Modified Closing; Notwithstanding the foregoing, any of the Modified Closings that have not closed by a date that is 180 days from the First Modified Closing, shall be terminated, unless otherwise agreed to by the Purchaser.
2.2 On or prior to each Closing Date with respect to each of the Modified Closings, the Company shall deliver or cause to be delivered to the Purchaser, as applicable, the following:
(a) a Modified Debenture in the form set out on Exhibit A attached hereto with a principal amount equal to the Purchaser’s Principal Amount as set forth in Section 2.1 hereof, registered in the name of the Purchaser;
(b) a warrant instrument in the form set out on Exhibit B attached hereto (the “Warrants”) issued and registered in the name of the Purchaser granting the Purchaser the right to purchase such number of additional shares of Common Stock as is equal to the Principal Amount of the applicable Modified Debenture divided by a price (the “Reference Price”) equal to 120% of the last reported closing price of the Common Stock on the applicable Closing Date, at an exercise price equal to the applicable Reference Price, and a term of three (3) years from the issuance date of each Warrant; and
(c) with respect to the Second Modified Closing, a letter to the Transfer Agent updating the terms of the Transfer Agent Instruction Letter to take into account the terms and conditions of this Agreement duly executed by the Company and the Transfer Agent.
2.3 On or prior to each Closing Date with respect to each of the Modified Closings, the Purchaser shall deliver or cause to be delivered to the Company, as applicable, the Purchaser’s Subscription Amount as set forth in Section 2.1 hereof, less a fee payable to ____________ Redwood Management, LLC in the amount equal to 5% of the Subscription Amount of the applicable Modified Closing.
2.4 Conditions:
(a) the satisfaction of the conditions set out in Section 2.4(a) of the Securities Purchase Agreement, except that with respect to Section 2.4(a)(iii), the items to be delivered by the Company shall be the items set forth in Section 2.2 hereof;
(b) the satisfaction of the conditions set out in Section 2.4(b) of the Securities Purchase Agreement, except that with respect to Section 2.4(b)(iii), the items to be delivered by the Purchaser shall be the items set forth in Section 2.3 hereof;
(c) the Company shall have entered into an agreement with _______________ YA Global Master SPV, Ltd. (collectively, “Yorkville”) providing for the purchase and sale of at least $1,500,000 of convertible debentures on substantially the same terms and conditions as this Agreement and in respect of each of the Second Modified Closing, the Third Modified Closing, the Fourth Modified Closing, and the Fifth Modified Closing the Company shall have provided proof of receipt of funds from ________ Yorkville prior to, or simultaneously with, such Closing;
(e) one or more of the current members of the Board of Directors and/or executive officers of the Company shall have entered into binding commitments to invest collectively a minimum of $100,000 in two tranches of $50,000 each (which for the avoidance of doubt shall be in addition to the $50,000 raised through the issuance of the 8% Convertible Debenture Due January 13, 2018 issued to Nxx Xxx Xxxxxx), the timing of which shall be on or before each of the third and fourth Tranches, and in respect of each of the Third Modified Closing and the Fourth Modified Closing, the Company shall have provided proof of receipt of funds prior to such Closing;
Appears in 1 contract
