Performance Warrants Clause Samples

Performance Warrants. During the Term hereof, the Company shall grant to Employee options to purchase shares of the Company's Common Stock upon the following occurrences and terms: (1) Stock price for 20 consecutive trading days at $.75 per share: 100,000 options exercisable @ $.75 (2) Stock price for 20 consecutive trading days at $1.00 per share: 150,000 options exercisable @ $1.00 (3) Stock price for 20 consecutive trading days at $1.50 per share: 200,000 options exercisable @ $1.50 (4) Stock price for 20 consecutive trading days at $2.00 per share: 200,000 options exercisable @ $2.00 (5) Stock price for twenty consecutive trading days at $3.00 per share: 300,000 options exercisable @ $3.00 (6) Stock price for twenty consecutive trading days at $4.00 per share: 300,000 options exercisable @ $4.00 (7) Upon opening each new Company owned, or joint ventured new facility, or Mobile system put into operation: 200,000 options exercisable at the price of the common stock on the day of opening. As used herein, the stock price shall be the closing bid price and shall be appropriately adjusted for any stock splits, stock dividends, recapitalizations etc. occurring after the Commencement Date.

Performance Warrants. (i) Subject to applicable laws and any requirements of the Canadian Stock Exchange, and/or such other stock exchange(s) (the “Exchange”) on which the Company may elect to seek listing of the common shares in the capital of the Company (the “Common Shares”), and subject to the vesting conditions set out in section 2.1 of the performance warrant certificate attached hereto as Schedule “B”, the Company will issue to the Consultant 490,412 common share purchase warrants of the Company (the “Performance Warrants”). Each Performance Warrant will be exercisable for a period of 36 months from the date of issuance to acquire one Common Share at an exercise price of $0.30 per share. (ii) The issuance of the Performance Warrants will be evidenced by a performance warrant certificate attached hereto as Schedule “B”. (iii) In connection therewith, the Consultant acknowledges and agrees that such Performance Warrants shall be legended with all applicable legends and resale restrictions applicable pursuant to applicable laws and/or Exchange policies, and the Consultant shall take all necessary action as may be requested by the Company in connection with the issuance of the Performance Warrants, including, without limitation, the deposit of any Performance Warrants received in escrow as may be required or requested by the Exchange, and the delivery of such documents as may be required to fully comply with all applicable laws and Exchange policies. (iv) Notwithstanding the foregoing, the issuance of Performance Warrants shall only be completed if such issuance is exempt from the prospectus and registration requirements under applicable securities laws, and no Performance Warrants shall be issued to any party under any circumstance should such issuance require any prospectus, registration or other filing in any jurisdiction or be in breach of applicable laws, in which case, the parties hereto acknowledge and agree that the obligation to issue such Performance Warrants shall be rendered void ab initio.‌

Performance Warrants. At such time as the Company has received a cumulative total of $2,500,000 from the Purchaser for the purchase of the Put Shares, the Company shall issue to the Purchaser the Performance Warrants to purchase certain shares of Common Stock. The Performance Warrants shall entitle Purchaser to purchase Common Stock of the Company in an amount equal to $250,000 divided by the average of the closing bid prices for the five Trading Days immediately preceding the Settlement Date for the last payment that brings the total of the purchases by Purchaser to $2,500,000 (the "Performance Date"). For example, by way of illustration, if the average closing bid price of the Company's common stock for the five Trading Days immediately preceding the Performance Date is $0.17 per share, the Performance Warrants shall entitle Purchaser to purchase 1,470,588 shares of Common Stock at $0.17 per share ($250,000 divided by $0.17 = 1,470,588 shares). The Performance Warrants shall have a term from their initial date of issuance of five years. The exercise price of the Purchase Warrant shall be equal to the average of the closing bid prices of the Common Stock on the Principal Market during the five Trading Days immediately prior to the Performance Date. The Common Stock underlying the Performance Warrants will be registered in the Registration Statement referred to in Section 4.3 hereof. The Performance Warrants shall be in the form of Exhibit F hereto. If the conditions precedent to the closing of any Put shall not be satisfied or waived within five days of the relevant Settlement Date, the Company may, within five days thereafter, rescind such Put.

Performance Warrants. (a) As additional consideration for the Membership Interests, Members shall have the opportunity to earn additional consideration in the form of Performance Warrants (the “Performance Warrants”), which, subject to the satisfaction of the Milestones (as defined below), shall be convertible, for no additional consideration, into an aggregate of 718,473 shares of the voting common stock of Sunniva (the “Performance Shares”). The Performance Warrants shall become convertible into Performance Shares upon the satisfaction of the operational milestones set forth in Section 1.04(b) below (the “Milestones”). Upon the satisfaction of the Milestones, Members shall provide written notice to Purchaser and Purchaser shall have thirty (30) days to confirm that such Milestones have been satisfied. In the event Purchaser determines, in its sole discretion, that such Milestones have not been satisfied, then Purchaser will provide Members with written response explaining which Milestones have not been satisfied. The Performance Warrants will be converted into Performance Shares within thirty (30) days of Purchaser’s confirmation that such Milestones have been satisfied. For the avoidance of doubt, the Performance Warrants shall not have any voting rights or rights to receive dividends or distributions, but shall contain standard anti-dilution provisions. (b) The Performance Warrants shall become convertible into Performance Shares upon the satisfaction of the following Milestones: (i) the receipt by the Purchaser of all required licenses and permits to allow for operations of a cannabis distribution business in the State of California, and (ii) (the receipt of a Certificate of Occupancy and issuance of a business license to operate a cannabis distribution business at the property located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ from the Business License Division of the City of Long Beach to the satisfaction of Purchaser. (c) Subject to the terms of this Agreement, subsequent to the Closing, Purchaser shall have sole discretion with regard to all matters relating to the operation of the Company and shall be under no obligation to operate (or cause to operate) the Company to achieve the Milestones; provided, that Purchaser shall not, and will cause its Affiliates (including the Company) not to, take any action or omit to take any action, for the sole or primary purpose of intentionally impeding or impairing the satisfaction of the Milestones.

Performance Warrants. Upon each Lapse Event: -------------------- (a) The Company will issue to Parent a number of shares of Series B Preferred Stock equal to the FD Amount in exchange for an amount of cash equal to the per share par value of the Series B Preferred Stock multiplied by the number of shares to be so issued; and (b) Parent will issue to each shareholder of record of the Company immediately prior to the Closing Date such Shareholder's Pro Rata Portion of a number of shares of Parent Common Stock equal to the RV Amount. No fraction of a share of Parent Common Stock will be issued, but in lieu thereof, each Person who would otherwise be entitled to a fraction of a share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock to be received by such holder) shall be entitled to receive from Parent an amount of cash (rounded to the nearest whole cent) equal to the product of (i) such fraction, multiplied by (ii) the Trading Price.

Performance Warrants. Executive shall be eligible to receive performance warrants (the "Performance Warrants") under a separate agreement with the Company (the "Performance Warrant Agreement"). The Performance Warrants shall be granted subject to the achievement of certain performance milestones as determined by the Board and set forth in the Performance Warrant Agreement. The terms and conditions of the Performance Warrants, including the number of warrants, exercise price, vesting schedule, and performance milestones, shall be determined by the Board and set forth in the Performance Warrant Agreement.

Performance Warrants. Concurrently with the execution of the Agreement, Supplier issued to Bank of America a warrant to purchase shares of Common Stock of Supplier and Supplier and Bank of America entered into a letter agreement relating to such warrant.

Performance Warrants. In addition to the Initial Warrants being purchased in Section 1 above, GeneLink shall issue to Gene Elite or its designees, the following warrants ("Performance Warrants" and together with the Initial Warrants, the "Warrants"): a. 2,000,000 warrants when the aggregate customer orders of Gene Elite and its sublicensee(s) produces orders for core customized nutrition products or core customized skin care products for at least 17,500 customers of GeneLink customized product for each of three consecutive months, which warrants shall have an exercise period of five (5) years from the date of issuance, subject to the provisions of Section 3 below.

Performance Warrants. The Performance Warrants shall have the terms set forth in the Warrant Agreement set forth as Exhibit B hereto.