Common use of Purchase of Convertible Note and Shares Clause in Contracts

Purchase of Convertible Note and Shares. On the Closing Date (as defined below), the Sellers shall sell, transfer and assign to Alpha and Brio, each a Purchaser, and Alpha and Brio, each a Purchaser, agree to purchase from the Sellers all right, title and interest in the Securities, evidenced by the Convertible Note and the Shares, for the consideration and in the form of payment as set forth immediately below and, contemporaneous therewith, the Seller shall deliver instruments of transfer and assignment of the Securities, including but not limited to stock powers bearing executed medallion guaranties and such other documents to convey all right, title and interest in the Securities to each Purchaser (the “Transfer Instruments”), providing for: (i) a total of 89.35% of the Securities being sold, transferred and assigned to Alpha, evidenced by $308,257.50 in principal amount of the Convertible Note, plus accrued interest thereon; and (ii) a total of 10.65% of the Securities being sold, transferred and assigned to Brio, evidenced by $36,742.50 in principal amount of the Convertible Note, plus accrued interest thereon, and 115,000 Shares. The two Convertible Notes, in the respective amount of $308,257.50 and $36,742.50, are sometimes referred to collectively, as the Purchasers’ Notes and individually, as a Purchaser’s Note.

Purchase of Convertible Note and Shares. On the Closing Date (as defined below), the Sellers Seller s shall sell, transfer and assign to Alpha and Brio, each a Purchaser, and Alpha and Brio, each a Purchaser, agree to purchase from the Sellers Seller s all right, title and interest in the Securities, evidenced by the Convertible Note and the Shares, for the consideration and in the form of payment as set forth immediately below and, contemporaneous therewith, the Seller shall deliver instruments of transfer and assignment of the Securities, including but not limited to stock powers bearing executed medallion guaranties and such other documents to convey all right, title and interest in the Securities to each Purchaser (the “Transfer Instruments”), providing for: (i) a total of 89.35% of the Securities being sold, transferred and assigned to Alpha, evidenced by $308,257.50 in principal amount of the Convertible Note, plus accrued interest thereon; and (ii) a total of 10.65% of the Securities being sold, transferred and assigned to Brio, evidenced by $36,742.50 in principal amount of the Convertible Note, plus accrued interest thereon, and 115,000 Shares. The two Convertible Notes, in the respective amount of $308,257.50 and $36,742.50, are sometimes referred to collectively, as the Purchasers’ Notes and individually, as a Purchaser’s Note.