Sale and Issuance. Subject to the terms and conditions set forth in this Agreement, the Purchaser agrees to purchase at the Closing, and the Company agrees to sell and issue to the Purchaser at the Closing, for an aggregate purchase price of One Hundred and Fifty Thousand Dollars ($150,000),
Sale and Issuance. (a) Subject to the terms and conditions of this Agreement, each Purchaser agrees, severally and not jointly, to purchase at the Closing (as defined below), and the Company agrees to sell and issue to such Purchaser at such Closing, a 9% Secured Convertible Promissory Note (the “Note”), in the original principal amount set forth opposite such Purchaser’s name on Exhibit A with respect to such Closing, and in the form attached hereto as Exhibit B, and a callable common stock purchase warrant in the form attached hereto as Exhibit C (the “Warrant”). The Notes issued to the Purchasers pursuant to this Agreement (including any Notes issued at the Initial Closing and any Additional Notes (as defined below) issued at Subsequent Closings (as defined below)) shall be referred to in this Agreement as the “Notes”. The Warrants issued to the Purchasers pursuant to this Agreement (including any Warrants issued at the Initial Closing and any Additional Warrants (as defined below) issued at Subsequent Closings) shall be referred to in this Agreement as the “Warrants”. The Notes and the Warrants shall be collectively referred to herein as the “Securities”. The Company is authorized to sell and issue up to ten million dollars ($10,000,000) of Notes pursuant to this Agreement, along with accepting the conversion of three million dollars ($3,000,000) of issued and outstanding secured convertible promissory notes of the Company, plus accrued interest thereon. For the avoidance of doubt, the term “Purchaser” herein shall at all times include the pre- existing secured convertible noteholders of the Company that are converting their respective Notes into the Notes and Warrant issuable hereunder.
Sale and Issuance. 1 1.3 The Initial Closing..................................................1 1.4
Sale and Issuance. Subject to the terms and conditions hereof, at the Initial Closing (as defined below), each Purchaser severally and not jointly, agrees to purchase, and the Company agrees to sell and issue to such Purchaser, that number of shares of Series B Preferred Stock (the "Initial Purchased Shares") and warrants (the "Initial Warrants" and, together with the Initial Purchased Shares, the "Initial Purchased Securities"), as set forth opposite such Purchaser's name on Exhibit A attached hereto.
Sale and Issuance. Subject to the terms and conditions set forth in this Agreement, each Purchaser agrees to purchase at Closing (as hereinafter defined), and the Company agrees to sell and issue to each Purchaser at Closing, that number of Preferred Stock and Warrants set forth opposite such Purchaser’s name on Schedule 2.2 hereto for the aggregate Purchase Price set forth thereon (the “Cash Purchase Price”). The per share exercise price of the Warrants, and the initial conversion price of the Preferred Stock is set forth opposite each Purchaser’s name on Schedule 2.2 hereto.
Sale and Issuance. Subject to the terms and conditions set forth in this Agreement, the Purchaser agrees to purchase at the Closing, and the Company agrees to sell and issue to the Purchaser at the Closing, for an aggregate purchase price of Six Thousand Dollars ($6,000), that number of Shares equal to 300,000 shares ($0.02 ) divided by the Closing Price and a warrant exercisable for an additional number of shares of Common Stock equal to 100% of the shares of Common Stock purchased on the Closing Date at the exercise price of $0.08 (the “Warrant Price”) exercisable for a period of 18 months from purchase date.
Sale and Issuance. Subject to the terms and conditions of this Agreement, each Investor, severally and not jointly, agrees to purchase at the Closing and the Company agrees to sell and issue to such Investor at the Closing (i) the number of shares of the Company’s common stock, $0.0001 par value (the “Common Stock”) set forth on such Investor’s signature page hereof at a purchase price of $6.00 per share (the “Shares”); provided, however, that, at the option of the Investor, in lieu of purchasing Common Stock, such Investor may elect to purchase pre-funded warrants to purchase shares of Common Stock with an exercise price of $0.0001 per share (the “Pre-Funded Warrants”) at a purchase price of $6.00 minus the $0.0001 per share, and (ii) (x) a warrant to purchase a number of shares of Common Stock equal to fifty percent (50%) of the aggregate number of Shares and shares underlying the Pre-Funded Warrants, if any, purchased by such Investor, as indicated below such Purchaser’s name on the signature page to this Agreement (each, a “Series 1 Warrant”) with an initial exercise price of $12.00 per share and (y) a warrant to purchase a number of shares of Common Stock equal to fifty percent (50%) of the number of Shares and shares underlying the Pre-Funded Warrants, if any, purchased by such Investor, as indicated below such Purchaser’s name on the signature page to this Agreement (each, a “Series 2 Warrant” and, together with the Series 1 Warrant, the “Series Warrants”) with an initial exercise price of $18.00 per share (the Series Warrants together with the Shares and the Pre-Funded Warrants, the “Securities”). The shares of Common Stock issuable upon exercise of the Series Warrants and the Pre-Funded Warrants are collectively are referred to herein as the “Warrant Shares.”
Sale and Issuance. Subject to the terms and conditions hereof, Fundex hereby agrees to sell to the Partnership, and the Partnership hereby agree to purchase the Warrants.
Sale and Issuance. At the Closing (as hereafter defined), the Purchaser shall purchase from the Company and the Company shall issue and sell to the Purchaser 1,300,000 shares of Common Stock in consideration of the Purchase Price (as hereafter defined) per share, in cash; provided, that if the Purchase Price is less than $25.00 per share then the Company may elect in its discretion to reduce the number of shares of Common Stock it will sell and the Purchaser will purchase, but to not less than 1,000,000 shares. The "Purchase Price" shall be a per share price equal to the sum of (i) the average of the closing prices of the Common Stock on the NASDAQ National Market System on each of the thirty (30) trading days ending on the day prior to the Closing (the "Average Price") plus (ii) 10% of the Average Price; provided, that if the Purchase Price as so determined is less than $20.00 per share then the Purchase Price shall be equal to $20.00 per share and if the Purchase Price as so determined is greater than $25.00 per share then the Purchase Price shall be equal to $25.00 per share. The Company and the Purchaser shall jointly determine and confirm with each other in writing the Purchase Price after the close of regular hours trading on the NASDAQ National Market on the day prior to the Closing and the Company shall then advise the Purchaser in writing of the number of shares of Common Stock that it intends to sell to the Purchaser at the Closing. The amount equal to the number of shares to be sold by the Company at the Closing multiplied by the Purchase Price shall be the "Aggregate Purchase Price."
Sale and Issuance. Subject to the terms and conditions of this Agreement, the Investors agree to purchase at the Closing (as defined in Section 1.2), and the Company agrees to sell and issue to the Investors at the Closing the aggregate number of shares of the Company's common stock (the "Common Stock") as is set forth on Exhibit A, at a per-share price of $5.00, resulting in an aggregate purchase price as is set forth on Exhibit A (the "Offering Price"). At the Closing, each Investor, severally and not jointly, agrees to purchase that number of shares of Common Stock as is set forth on Exhibit A.
