Common use of Purchase and Sale of Warrants Clause in Contracts

Purchase and Sale of Warrants. (i) Homeland agrees to purchase and the Company agrees to sell and issue to Homeland at the Closing, and subject to the terms and conditions of this Letter Agreement, a warrant in the form of Exhibit A hereto to purchase 743,373 shares of Common Stock for an aggregate purchase price of $7,500,000 (the “Warrant A”). Warrant A may be exercised on or before January 15, 2017, but only if all 644,257 Partially Paid Shares have been fully paid for by Homeland at the time of exercise of Warrant A. The purchase price for the Warrant A shares shall be paid for by the delivery by Homeland of $2,000,000 in cash upon exercise of Warrant A and by the delivery by Homeland of its Secured Promissory Note in the form of Exhibit B hereto (the “Secured Promissory Note”). The Secured Promissory Note shall bear simple interest at the rate of 5% per annum and shall be payable in 11 monthly installments commencing upon exercise of Warrant A of $500,000 each plus accrued interest. The Warrant A shares shall be secured by a Pledge Agreement in the form of Exhibit C hereto (the “Pledge Agreement”). (ii) Homeland agrees to purchase and the Company agrees to sell and issue to Homeland at the Closing, and subject to the terms and conditions of this Letter Agreement, a warrant in the form of Exhibit D hereto (“Warrant B,” and together with Warrant A, the “Warrants”) to purchase a number of shares of Common Stock equal to ½ of the amount of any shares of Common Stock issued by the Company to persons or entities upon the exercise of stock options or warrants (other than Warrant A and this Warrant B) following the date of this Letter Agreement and prior to the consummation of a Business Combination (the “Third Party Warrant Shares”). Homeland’s exercise price for the Warrant B shares will equal ½ of the aggregate exercise price paid to the Company for all the Third Party Warrant Shares. Warrant B may be exercised immediately prior to a Business Combination, but only if all 644,257 Partially Paid Shares have been fully paid for by Homeland at the time of exercise of Warrant B and only if Warrant A has been exercised and the Warrant A shares have been fully paid for (including the payment in full of the Secured Promissory Note). The shares of Common Stock to be issued upon exercise of Warrant A and Warrant B are referred to herein as the Warrant Shares. The purchase price for the Warrant B shares shall be paid for by the delivery by Homeland of the full exercise price in cash upon exercise of Warrant B.

Purchase and Sale of Warrants. AUTHORIZATION AND ISSUANCE OF SHARES AND WARRANTS 2.1 Issuer has authorized: (ia) Homeland agrees to the issuance of warrant certificates covering the purchase and the Company agrees to sell and issue to Homeland at the Closing, and subject to the terms and conditions of this Letter Agreement, a warrant Stock Units representing shares of Common Stock in the form of Exhibit A hereto Annex 1 to this Agreement (such certificates, together with the rights to purchase 743,373 shares of Common Stock provided thereby and all warrant certificates covering such stock issued upon transfer, division or combination of, or in substitution for, any thereof, sometimes called the WARRANTS) for an aggregate purchase price of $7,500,000 (the “Warrant A”). Warrant A may be exercised on or before January 15, 2017, but only if all 644,257 Partially Paid Shares have been fully paid for by Homeland at the time of exercise of Warrant A. The purchase price for the Warrant A shares shall be paid for by the delivery by Homeland of $2,000,000 in cash upon exercise of Warrant A and by the delivery by Homeland of its Secured Promissory Note in the form of Exhibit B hereto (the “Secured Promissory Note”). The Secured Promissory Note shall bear simple interest at the rate of 5% per annum and shall be payable in 11 monthly installments commencing upon exercise of Warrant A of $500,000 each plus accrued interest. The Warrant A shares shall be secured by a Pledge Agreement in the form of Exhibit C hereto (the “Pledge Agreement”). (ii) Homeland agrees to purchase and the Company agrees to sell and issue to Homeland at the Closing, and subject issuance to the terms Investor pursuant to this Agreement; and conditions (b) the issuance of this Letter Agreement, a warrant in the form of Exhibit D hereto (“Warrant B,” and together with Warrant A, the “Warrants”) to purchase a such number of shares of Common Stock equal as shall be necessary to ½ permit Issuer to comply with its obligations to issue Common Stock pursuant to the Warrants. THE PURCHASE OF THE WARRANTS 2.2 On the date hereof: (a) Issuer shall issue to the Investor Warrants covering 1,180,000 Stock Units which represents 2.66% of the amount of any outstanding shares of Common Stock issued by the Company to persons or entities upon the exercise of stock options or warrants (other than Warrant A and this Warrant B) following on a fully diluted basis on the date of this Letter Agreement original issuance of the Warrants and after the effectiveness of the VSL Merger; and (b) Issuer shall deliver to the Investor a single certificate for the Warrants to be acquired by the Investor hereunder, registered in the name of the Investor, except that, if the Investor shall notify Issuer in writing prior to the consummation of a Business Combination (the “Third Party Warrant Shares”). Homeland’s exercise price such issuance that it desires certificates for the Warrant B shares will equal ½ of the aggregate exercise price paid to the Company for all the Third Party Warrant Shares. Warrant B may be exercised immediately prior to a Business Combination, but only if all 644,257 Partially Paid Shares have been fully paid for by Homeland at the time of exercise of Warrant B and only if Warrant A has been exercised and the Warrant A shares have been fully paid for (including the payment in full of the Secured Promissory Note). The shares of Common Stock Warrants to be issued upon exercise in other denominations or registered in the name or names of Warrant A any Affiliate, nominee or nominees of the Investor for its or their benefit, then the certificates for Warrants shall be issued to the Investor in the denominations and Warrant B are referred registered in the name or names specified in such notice. PURCHASE FOR THE INVESTOR'S ACCOUNT 2.3 The Investor represents and warrants to herein Issuer as follows: (a) The Investor is purchasing and shall purchase the Warrants for its own account, without a view to the distribution thereof, all without prejudice, however, to the right of the Investor at any time, in accordance with this Agreement or the Shareholder Agreement, lawfully to sell or otherwise to dispose of all or any part of the Warrants or the Warrant SharesStock held by it. (b) The Investor is an "accredited investor" within the meaning of Regulation D under the Securities Act. SECURITIES ACT COMPLIANCE 2.4 The purchase price for Investor understands that Issuer has not registered the Warrants or the Warrant B shares Stock under the Securities Act, and the Investor agrees that neither the Warrants nor the Warrant Stock shall be paid sold or transferred or offered for by sale or transfer without registration under the delivery by Homeland Securities Act or the availability of the full exercise price an exemption therefrom, all as more fully provided in cash upon exercise of Warrant B.Section 4.

Purchase and Sale of Warrants. (a) The Company and Xxxxxxx Xxxxx ----------------------------- propose to enter into one or more Pricing Agreements (each a "Pricing Agreement") substantially in the form of Exhibit II hereto, with such additions and deletions as the parties thereto may determine and subject to the terms and conditions set forth herein, therein, and in the Warrant Agreement, pursuant to which the Company will agree (i) Homeland agrees to sell to Xxxxxxx Sachs and Xxxxxxx Xxxxx will agree to purchase from the Company, up to an aggregate of 5,000,000 Warrants to purchase, subject to the terms and conditions set forth in the Company agrees Warrant Agreement, up to sell an aggregate of 5,000,000 shares of Underlying Common Stock and issue (ii) to Homeland at repurchase shares of Common Stock (the Closing"Repurchased Shares") pursuant to, and subject to the terms and conditions set forth in, one or more Repurchase Contracts. The terms and conditions of each particular sale of Warrants shall be as specified in the Pricing Agreement relating thereto and in or pursuant to this Letter Warrant Purchase Agreement and the Warrant Agreement, . This Warrant Purchase Agreement shall not be construed as an obligation of the Company to sell any of the Warrants or as an obligation of Xxxxxxx Sachs to purchase any of the Warrants. The obligation of the Company to issue and sell any of the Warrants and the obligation of Xxxxxxx Xxxxx to purchase any of the Warrants shall be evidenced by the Pricing Agreement with respect to the Warrants specified therein. Each Pricing Agreement shall specify the number of Warrants of each series being purchased and the purchase price per Warrant of each series. The date of each Pricing Agreement is hereinafter referred to as a warrant "Pricing Date." A Pricing Agreement shall be in the form of Exhibit A hereto to purchase 743,373 shares of Common Stock for an aggregate purchase price of $7,500,000 executed writing (the “Warrant A”). Warrant A which may be exercised on in counterparts), and may be evidenced by an exchange of telegraphic communications or before January 15, 2017, but only if all 644,257 Partially Paid Shares have been fully paid for by Homeland at the time any other rapid transmission device designed to produce a written record of exercise of Warrant A. The purchase price for the Warrant A shares shall be paid for by the delivery by Homeland of $2,000,000 in cash upon exercise of Warrant A and by the delivery by Homeland of its Secured Promissory Note in the form of Exhibit B hereto (the “Secured Promissory Note”). The Secured Promissory Note shall bear simple interest at the rate of 5% per annum and shall be payable in 11 monthly installments commencing upon exercise of Warrant A of $500,000 each plus accrued interest. The Warrant A shares shall be secured by a Pledge Agreement in the form of Exhibit C hereto (the “Pledge Agreement”)communications transmitted. (iib) Homeland agrees Payment by Xxxxxxx Sachs for each series of Warrants sold to purchase and the Company agrees to sell and issue to Homeland at the Closing, and subject Xxxxxxx Xxxxx pursuant to the terms applicable Pricing Agreement and conditions of this Letter Agreement, a warrant in the form of Exhibit D hereto (“Warrant B,” and together with Warrant A, the “Warrants”) to purchase a number of shares of Common Stock equal to ½ of the amount of any shares of Common Stock issued payment by the Company to persons or entities upon repurchase the exercise of stock options or warrants (other than Warrant A and this Warrant B) following the date of this Letter Agreement and prior Repurchased Shares pursuant to the consummation of a Business Combination (the “Third Party Warrant Shares”). Homeland’s exercise price for the Warrant B shares will equal ½ of the aggregate exercise price paid to the Company for all the Third Party Warrant Shares. Warrant B may applicable Repurchase Contract shall be exercised made in Federal or other funds immediately prior to a Business Combination, but only if all 644,257 Partially Paid Shares have been fully paid for by Homeland available at the time of exercise of Warrant B and only if Warrant A has been exercised on the date as shall be specified on the applicable Pricing Agreement and Repurchase Contract, respectively, (or as may be otherwise agreed to by the Warrant A shares have been fully paid for (including the payment in full of the Secured Promissory Noteparties thereto). The shares payment obligations of Common Stock Xxxxxxx Sachs with respect to the Warrants of any series may be issued upon exercise netted against the payment obligations of Warrant A the Company with respect to the Repurchased Shares specified in the related Repurchase Contract. The time and Warrant B are date of each such payment is hereinafter referred to herein as the Warrant Shares. The purchase price for the Warrant B shares shall be paid for by the delivery by Homeland of the full exercise price in cash upon exercise of Warrant B.a Closing Date.

Purchase and Sale of Warrants. (a) The Company and Xxxxxx ----------------------------- Xxxxxxx, as agent for MSIL, propose to enter into one or more Pricing Agreements (each a "Pricing Agreement") substantially in the form of Exhibit II hereto, with such additions and deletions as the parties thereto may determine and subject to the terms and conditions set forth herein, therein, and in the Warrant Agreement, pursuant to which the Company will agree (i) Homeland agrees to sell to Xxxxxx Xxxxxxx, as agent for MSIL, and Xxxxxx Xxxxxxx, as agent for MSIL, will agree to purchase from the Company, up to an aggregate of 8,000,000 Warrants to purchase, subject to the terms and conditions set forth in the Company agrees Warrant Agreement, up to sell an aggregate of 8,000,000 shares of Underlying Common Stock and issue (ii) to Homeland at repurchase shares of Common Stock (the Closing"Repurchased Shares") pursuant to, and subject to the terms and conditions set forth in, one or more Repurchase Contracts. The terms and conditions of each particular sale of Warrants shall be as specified in the Pricing Agreement relating thereto and in or pursuant to this Letter Warrant Purchase Agreement and the Warrant Agreement. This Warrant Purchase Agreement shall not be construed as an obligation of the Company to sell any of the Warrants or as an obligation of Xxxxxx Xxxxxxx or MSIL to purchase any of the Warrants. The obligation of the Company to issue and sell any of the Warrants and the obligation of Xxxxxx Xxxxxxx, as agent for MSIL, to purchase any of the Warrants shall be evidenced by the Pricing Agreement with respect to the Warrants specified therein. Each Pricing Agreement shall specify the number of Warrants of each series being purchased and the purchase price per Warrant of each series. The date of each Pricing Agreement is hereinafter referred to as a warrant "Pricing Date." A Pricing Agreement shall be in the form of Exhibit A hereto to purchase 743,373 shares of Common Stock for an aggregate purchase price of $7,500,000 executed writing (the “Warrant A”). Warrant A which may be exercised on in counterparts), and may be evidenced by an exchange of telegraphic communications or before January 15, 2017, but only if all 644,257 Partially Paid Shares have been fully paid for by Homeland at the time any other rapid transmission device designed to produce a written record of exercise of Warrant A. The purchase price for the Warrant A shares shall be paid for by the delivery by Homeland of $2,000,000 in cash upon exercise of Warrant A and by the delivery by Homeland of its Secured Promissory Note in the form of Exhibit B hereto (the “Secured Promissory Note”). The Secured Promissory Note shall bear simple interest at the rate of 5% per annum and shall be payable in 11 monthly installments commencing upon exercise of Warrant A of $500,000 each plus accrued interest. The Warrant A shares shall be secured by a Pledge Agreement in the form of Exhibit C hereto (the “Pledge Agreement”)communications transmitted. (iib) Homeland agrees Payment by Xxxxxx Xxxxxxx, as agent for MSIL, for each series of Warrants sold to purchase and the Company agrees to sell and issue to Homeland at the ClosingXxxxxx Xxxxxxx, and subject as agent for MSIL, pursuant to the terms applicable Pricing Agreement and conditions of this Letter Agreement, a warrant in the form of Exhibit D hereto (“Warrant B,” and together with Warrant A, the “Warrants”) to purchase a number of shares of Common Stock equal to ½ of the amount of any shares of Common Stock issued payment by the Company to persons or entities upon repurchase the exercise of stock options or warrants (other than Warrant A and this Warrant B) following the date of this Letter Agreement and prior Repurchased Shares pursuant to the consummation of a Business Combination (the “Third Party Warrant Shares”). Homeland’s exercise price for the Warrant B shares will equal ½ of the aggregate exercise price paid to the Company for all the Third Party Warrant Shares. Warrant B may applicable Repurchase Contract shall be exercised made in Federal or other funds immediately prior to a Business Combination, but only if all 644,257 Partially Paid Shares have been fully paid for by Homeland available at the time of exercise of Warrant B and only if Warrant A has been exercised on the date as shall be specified on the applicable Pricing Agreement and Repurchase Contract, respectively, (or as may be otherwise agreed to by the Warrant A shares have been fully paid for (including the payment in full of the Secured Promissory Noteparties thereto). The shares payment obligations of Common Stock Xxxxxx Xxxxxxx, as agent for MSIL, with respect to the Warrants of any series may be issued upon exercise netted against the payment obligations of Warrant A the Company with respect to the Repurchased Shares specified in the related Repurchase Contract. The time and Warrant B are date of each such payment is hereinafter referred to herein as the Warrant Shares. The purchase price for the Warrant B shares shall be paid for by the delivery by Homeland of the full exercise price in cash upon exercise of Warrant B.a Closing Date.