Sale and Issuance of Notes and Warrants. Subject to the terms and conditions of this Agreement, the Company hereby agrees to sell and issue to the Purchasers, and the Purchasers, severally but not jointly, hereby agree to purchase from the Company, the principal amount of Notes and the number of Warrants set forth opposite such Purchaser's name on Schedule 1 hereto in exchange for cash in the aggregate amount of $28,231,167 (the "Purchase Price").
Sale and Issuance of Notes and Warrants. (a) The Company shall adopt and file with the Secretary of State of Nevada on or before the Closing (as defined below) the Amended Certificate of Incorporation in the form of Exhibit C attached to this Agreement (the “Amended Certificate”).
(b) Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase at the Closing, and the Company agrees to sell and issue to each Purchaser at the Closing, (i) a Note in the principal amount set forth opposite such Purchaser’s name on the signature page, and (ii) a Warrant to purchase One Million Two Hundred Fifty Thousand (1,250,000) shares of Common Stock for each $25,000 of principal amount of Notes. The aggregate purchase price (the “Purchase Price”) of each Note and the accompanying Warrants shall be equal to 100% of the principal amount of such Note.
(c) Each Purchaser has hereby delivered and paid concurrently herewith the aggregate Purchase Price set forth on the applicable signature page hereof required to purchase the Notes and Warrants subscribed for hereunder, which amount has been paid in U.S. Dollars by cash, wire transfer or check, subject to collection, to the order of the Company; provided, however, each Purchaser who is a holder of Series A Preferred Stock (as designated prior to the filing of the Amended Certificate) has paid the relevant Purchase Price in the form of all of such shares of Series A Preferred Stock (as designated prior to the filing of the Amended Certificate).
(d) Each Purchaser understands and acknowledges that the subscription under this Agreement is part of a proposed placement by the Company of up to $1,900,000 of Notes.
Sale and Issuance of Notes and Warrants. Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase severally and not jointly at the Closing (as defined below) and the Company agrees to sell and issue to each Purchaser a Note in the principal amount set forth opposite such Purchaser’s name on Exhibit A-2. With respect to each Purchaser, the purchase price of each Note shall be as set forth opposite such Purchaser’s name on Exhibit A-2. Subject to the terms and conditions of this Agreement, each Holder is receiving a Warrant to purchase the number of shares of Common Stock (with respect to each Holder, their “Warrant Shares”) set forth opposite such Holder’s name on Exhibit A-1. With respect to each Holder, the purchase price of each Warrant shall be as set forth opposite such Holder’s name on Exhibit A-1.
Sale and Issuance of Notes and Warrants. Subject to the terms and conditions set forth in this Agreement, at the Initial Closing (as defined below), each Investor shall, severally and not jointly, purchase from the Company, and the Company shall sell and issue to such Investor, in exchange for cash in the amount set forth opposite such Investor's name under the heading "Purchase Price" on Schedule A or Schedule B hereto, as applicable, (i) a senior secured promissory note in substantially the form attached hereto as Exhibit A (each, a "Note" and collectively, the "Notes") in the principal amount set forth opposite such Investor's name under the heading "Principal Amount of Note to be Purchased" on Schedule A or Schedule B hereto, as applicable, which Note shall be delivered to such Investor at the Initial Closing, (ii) a warrant in the form attached hereto as Exhibit B (each, an "Initial Warrant" and collectively, the "Initial Warrants") to purchase such number of shares of the Company's common stock, par value $0.0005 per share (the "Common Stock"), set forth opposite such Investor's name under the heading "Number of Initial Warrants to be Issued" on Schedule A hereto, which Initial Warrants shall be delivered to such Investor at or reasonably promptly (but in no event more than 15 days) after the Initial Closing (as specified in Section 1.2(a)), and (iii) a warrant in the form attached hereto as Exhibit B (each, a "Subsequent Warrant" and collectively, the "Subsequent Warrants"; together with the Initial Warrants, the "Warrants") to purchase such number of shares of the Company's Common Stock set forth opposite such Investor's name under the heading "Number of Subsequent Warrants to be Issued" on Schedule A or Schedule B hereto, as applicable, which Subsequent Warrant shall be delivered to such Investor at the Second Closing (as defined below).
Sale and Issuance of Notes and Warrants. Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase at the Closing (as defined below) and the Company agrees to sell and issue to each Purchaser (i) a Note in the principal amount set forth opposite such Purchaser’s name on the signature page hereto, (ii) subject to the provisions of Section 2 below, a 2024 Warrant to purchase the number of shares of Common Stock equal to (A) the original principal amount of the Note (expressed as a number, rather than a dollar value), each as set forth opposite such Purchaser’s name on Exhibit A, multiplied by (B) 100.0%. Each Warrant shall be exercisable for a period of two (2) years after the Closing. The aggregate purchase price of each Note and Warrant shall be the amount set forth opposite such Purchaser’s name on Exhibit A. The Company’s agreements with each of the Purchasers are separate agreements, and the sales of the Notes and Warrants to each of the Purchasers are separate sales.
Sale and Issuance of Notes and Warrants. Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase at the Closing (as defined below) and the Company agrees to sell and issue to each Purchaser (i) a Note in the principal amount set forth opposite such Purchaser’s name on Exhibit A, and (ii) subject to the provisions of Section 1(b)(iii) below, a Warrant to purchase the number of shares of Common Stock equal to the number set forth opposite each Purchaser’s name on Exhibit A. The purchase price of each Note shall be equal to 100% of the principal amount of such Note, and the exercise price of each Warrant shall be the amount set forth opposite such Purchaser’s name on Exhibit A. The Company’s agreements with each of the Purchasers are separate agreements, and the sales of the Notes and Warrants to each of the Purchasers are separate sales.
Sale and Issuance of Notes and Warrants. Subject to the terms and conditions of this Agreement, each Buyer agrees, severally and not jointly, to purchase, and the Company agrees to sell and issue to each Buyer, a Note and a Warrant at an aggregate purchase price equal to the amount set forth on such Buyer’s signature page to this Agreement (the “Purchase Price”). For each Buyer, the number of Warrant Shares underlying such Buyer’s Warrant shall equal the Purchase Price, divided by the Conversion Price plus $.125. The principal amount of the Buyer’s Note shall be equal to the Purchase Price, less $0.125 times the number of Warrant Shares determined in the preceding sentence. The Company is selling an aggregate purchase price of Notes and Warrants of not less than $2,000,000 and not more than $4,000,000. The Company’s agreement with each Buyer is a separate agreement, and the sale and issuance of the Notes and Warrants to each Buyer is a separate sale and issuance.
Sale and Issuance of Notes and Warrants. Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase at the Closing (as defined below) and the Company agrees to sell and issue to each Purchaser (i) a Note in the principal amount set forth opposite such Purchaser’s name on Exhibit A, (ii) subject to the provisions of Section 2 below, a Series A Warrant to purchase the number of shares of Common Stock equal to (A) the original principal amount of the Note, each as set forth opposite such Purchaser’s name on Exhibit A, multiplied by (B) 1.5, and (iii) a Series B Warrant to purchase the number of shares of Common Stock equal to (A) the original principal amount of the Note, each as set forth opposite such Purchaser’s name on Exhibit A, multiplied by (B) 1.5. Each Warrant shall be exercisable for a period of three (3) years after the Closing. The purchase price of each Note shall be equal to 100% of the principal amount of such Note, and the purchase price of each Warrant shall be the amount set forth opposite such Purchaser’s name on Exhibit A. Each Note shall have a minimum purchase price of one hundred thousand dollars ($100,000.00), provided that the Company may elect to accept a lower purchase price at its sole discretion. The Company’s agreements with each of the Purchasers are separate agreements, and the sales of the Notes and Warrants to each of the Purchasers are separate sales.
Sale and Issuance of Notes and Warrants. (a) On or prior to the Closing (as defined below), the Company shall have authorized (i) the sale and issuance to the Investors of the Notes, (ii) the sale and issuance to the Investors of the Warrants, and (iii) the issuance of the shares of Common Stock to be issuable upon exercise of the Warrants (the “Warrant Shares”).
(b) Subject to the terms and conditions of this Agreement, the Company agrees to issue and sell to the Investors and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Investors, severally but not jointly, agree to purchase the Notes and the Warrants for an aggregate purchase price of $2.0 million (the “Purchase Price”).
Sale and Issuance of Notes and Warrants. (a) On or prior to the Closing (as defined below), the Company shall have authorized the sale and issuance to the Investors of (i) up to $750,000 in principal amount of the Company’s secured promissory notes in the forms being executed concurrently herewith (the “Notes”) and (ii) warrants to purchase up to 3,399,252 shares of the Company’s Common Stock (as defined below) in the forms being executed concurrently herewith (the “Warrants”), and (iii) the reservation and issuance of a sufficient number of shares of the Company’s common stock, $.001 par value per share (the “Common Stock”), upon exercise of the Warrants (the “Warrant Shares”). The Notes and the Warrants are sometimes referred to collectively below as the “Securities”.
(b) Subject to the terms and conditions of this Agreement, each Investor agrees, severally and not jointly, to purchase or deliver into escrow at the Closing, and the Company agrees to sell and issue to each Investor or deliver into escrow at such Closing, the principal amounts of Notes as set forth opposite such Investor’s name on Schedule A hereto.
