PURCHASE AND SALE OF THE CONVERTIBLE NOTE. Upon the terms and conditions herein contained, at the Closing (as hereinafter defined), the Seller hereby sells, assigns and transfers to the Buyer and the Buyer agrees to purchase from the Seller the "Transferred Rights" of the Seller and all rights thereto, free and clear of all liens, claims, pledges, mortgages, restrictions, obligations, security interests and encumbrances of any kind, nature and description. Transferred Rights shall mean all rights with respect to $20,000 in principal (the "Assigned Portion") under that convertible promissory note in the amount of $147,062.00 issued by Titan Iron Ore Corp. ("Borrower" or "Company") on October 18, 2012 and currently outstanding in the amount of $147,062.00, a true and correct copy which has been provided to New Venture Attorneys, P.C. (the "Note"). The Assigned Portion of the Note has been amended by the Company on November 4, 2013 to read substantially in the form attached hereto as Exhibit A. By its signatures hereto the Borrower accepts the assignment of the Transferred Rights to Buyer and agrees that Buyer may convert the Transferred Rights into shares of the Company's common stock.
PURCHASE AND SALE OF THE CONVERTIBLE NOTE. Upon the terms and conditions herein contained, at the Closing (as hereinafter defined), the Seller hereby sells, assigns and transfers to the Buyer and the Buyer agrees to purchase from the Seller the “Transferred Rights” of the Seller and all rights thereto, free and clear of all liens, claims, pledges, mortgages, restrictions, obligations, security interests and encumbrances of any kind, nature and description. Transferred Rights shall mean all rights with respect to $84,576.44 in principal and in accrued interest (the “Assigned Portion”) under that convertible promissory note in the amount of $80,000.00 issued by Nightfood Holdings, Inc. (“Borrower” or “Company”) on March 20, 2017, true and correct copies which have been provided to New Venture Attorneys, P.C. (the “Note”). By its signatures hereto the Borrower accepts the assignment of the Transferred Rights to Buyer.
PURCHASE AND SALE OF THE CONVERTIBLE NOTE. Upon the terms and conditions herein contained, at the Closing (as hereinafter defined), the Seller hereby sells, assigns and transfers to the Buyer and the Buyer agrees to purchase from the Seller the “Transferred Rights” of the Seller and all rights thereto. Transferred Rights shall mean all rights with respect to $50,000 in principal and proportional accrued interest (the “Assigned Portion”) under that promissory note in the amount of $150,000 issued by M Line Holdings, Inc. (“Borrower” or “Company”) on September 29, 2011, a true and correct copy which has been provided to New Venture Attorneys, P.C. (the “Note”). By its signatures hereto the Borrower accepts the assignment of the Transferred Rights to Buyer and agrees that Buyer may convert the Transferred Rights into shares of the Company’s common stock.
PURCHASE AND SALE OF THE CONVERTIBLE NOTE. Upon the terms and conditions herein contained, at the Closing (as hereinafter defined), the Seller hereby sells, assigns and transfers to the Buyer and the Buyer agrees to purchase from the Seller the “Transferred Rights” of the Seller and all rights thereto, free and clear of all liens, claims, pledges, mortgages, restrictions (other than as set forth in the Notes (which are the subject of the Transferred Rights) and securities purchase agreement for pursuant to which the Note was purchased), obligations, security interests and encumbrances of any kind, nature and description. Transferred Rights shall mean all rights with respect to the principal and accrued interest under the series of convertible notes of Endonovo Therapeutics, Inc. (“Borrower” or “Company”) issued to the Seller and listed below, true and correct copies which have been provided to New Venture Attorneys, P.C. (collectively, the “Note”). By its signatures hereto the Borrower accepts the assignment of the Transferred Rights to Buyer and agrees that Buyer may convert the Transferred Rights into shares of the Company’s common stock. Note Date Face Amount Outstanding Principal to be purchased Accrued Interest July 8, 2016 $ 400,000 $ 320,000 $14,255.34 August 5, 2016 $ 200,000 $ 200,000 TBD at time of purchase October 19, 2016 $ 400,000 $ 400,000 TBD at time of purchase
PURCHASE AND SALE OF THE CONVERTIBLE NOTE. Upon the terms and conditions herein contained, at the Closing (as hereinafter defined), the Seller hereby sells, assigns and transfers to the Buyer and the Buyer agrees to purchase from the Seller the “Transferred Rights” of the Seller and all rights thereto, free and clear of all liens, claims, pledges, mortgages, restrictions, obligations, security interests and encumbrances of any kind, nature and description. Transferred Rights shall mean all rights with respect to $22,874.00 in principal and accrued interest (the “Assigned Portion”) under that convertible promissory note issued to the Seller by OZOP SURGICAL CORP. (“Borrower” or “Company”) in the principal face amount of $15,000.00 dated September 1, 2017, a true and correct copy of which has been provided to Investors Counsel Attorneys, P.C. (the “Note”). By its signatures hereto the Borrower accepts the assignment of the Transferred Rights to Buyer.
PURCHASE AND SALE OF THE CONVERTIBLE NOTE. Upon the terms and conditions herein contained, at the Closing (as hereinafter defined), the Seller hereby sells, assigns and transfers to the Buyer and the Buyer agrees to purchase from the Seller the “Transferred Rights” of the Seller and all rights confined thereto which are to the best of the parties’ knowledge, free and clear of all liens, claims, pledges, mortgages, restrictions, obligations, security interests and encumbrances of any kind, nature and description. Transferred Rights shall mean all rights with respect to United States Dollars Two Hundred Ninety Eighty Thousand Four Hundred Fifty-Nine and forty-eight cents ($298,459.48) in principal and accrued interest (the “Assigned Portion”) under that convertible promissory note in the amount of United States Dollars one million one hundred thousand ($1,100,000) issued by NewLead Holdings, Ltd (herein after referred to as the “Borrower” or the “Company”) on August 18, 2014, a true and correct copy which has been provided to New Venture Attorneys, P.C. (the “Note”). By its signatures hereto the Borrower accepts the assignment of the Transferred Rights to the Buyer and agrees that the Buyer may convert the Transferred Rights into shares of the Company’s common stock.
PURCHASE AND SALE OF THE CONVERTIBLE NOTE. At the Closing (as defined below), the Purchaser agrees on the terms of and subject to the conditions specified in this Agreement, to purchase from the Company, and the Company agrees to sell to the Purchaser, a convertible promissory note dated as of the date of the Closing in the form attached to this Agreement as Exhibit A (the “Convertible Note”); provided, however, that in no event shall the Purchaser be obligated hereunder to purchase, in the aggregate, more than a principal amount of $5 million in Convertible Notes.
PURCHASE AND SALE OF THE CONVERTIBLE NOTE. Subject to all of the terms and conditions hereof and in reliance on the representations and warranties set forth herein, at the Closing (as defined below) the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company, the Company's Convertible Promissory Note in the form attached hereto as Exhibit A (the "Note") in the aggregate principal amount of $1,000,000 for an aggregate purchase price of $1,000,000.
PURCHASE AND SALE OF THE CONVERTIBLE NOTE. Upon the terms and conditions herein contained, at the Closing (as hereinafter defined), the Seller hereby sells, assigns and transfers to the Buyer and the Buyer agrees to purchase from the Seller the “Transferred Rights” of the Seller and all rights thereto, free and clear of all liens, claims, pledges, mortgages, restrictions, obligations, security interests and encumbrances of any kind, nature and description. Transferred Rights shall mean all rights with respect to $5,000.00 in principal (the “Assigned Portion”) under that convertible promissory note in the amount of $41,711.00 issued by Big Tree Group, Inc. (“Borrower” or “Company”) on May 10, 2012 (the “May Note”) as well as a $20,000.00 note issued by the Company to the Seller on March 21, 2012 (the “March Note”). Both notes are collectively referred to as the “Note”. By its signatures hereto the Borrower accepts the assignment of the Transferred Rights to Buyer and agrees that Buyer may convert the Transferred Rights into shares of the Company’s common stock.
PURCHASE AND SALE OF THE CONVERTIBLE NOTE. USE OF PROCEEDS 2 1.1 Sale and Issuance of the Convertible Note 2 1.2 Closing 2 1.3 Use of Proceeds 3 SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY 3 2.1 Organization, Good Standing and Qualification 3 2.2 Authorization 3 2.3 Valid Issuance of the Note Shares and Listing 4 2.4 Capitalization; Indebtedness 4 2.5 SEC Reports and Certain Changes 6 2.6 Financial Statements and Title to Assets 6 2.7 Contracts 7 2.8 Compliance and Permits 7 2.9 Compliance with Other Instruments 7 2.10 Governmental Consents 8 2.11 Litigation 8 2.12 Taxes 8 2.13 Intellectual Property 8 2.14 Brokerage 9 SECTION 3. REPRESENTATIONS AND WARRANTIES OF KING 9 3.1 Organization, Good Standing and Qualification 9 3.2 Authorization 9 3.3 Governmental Consents 10 3.4 Accredited Investor 10 3.5 Brokerage 10 SECTION 4. FILINGS AND AUTHORIZATIONS 10 SECTION 5. CONDITIONS TO OBLIGATION OF EACH PARTY TO EFFECT THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT 11 SECTION 6. CONDITIONS OF KING'S OBLIGATIONS AT THE CLOSING 11 SECTION 7. CONDITIONS OF THE COMPANY'S OBLIGATIONS AT THE CLOSING 13 SECTION 8. MISCELLANEOUS 14 8.1 Survival 14 8.2 Assignment; Successors and Assigns 14 8.3 Governing Law 14 8.4 Counterparts 14 8.5 Titles and Subtitles 15 8.6 Notices 15 8.7 Expenses 16 8.8 Publicity 16 8.9 Amendments and Waivers 16 8.10 Severability 16 Page
