SCHEDULES TO SECURITIES PURCHASE AGREEMENT Sample Clauses

SCHEDULES TO SECURITIES PURCHASE AGREEMENT. Schedule 1.1 Account Name: Account #: ABA #: Bank: Address: Schedule 2.2 Capitalization Capitalization Table Common Shares Outstanding 325,309,604 Stock Options 106,050,000 Warrants 47,538,697 478,898,301 Note - The above does not include 20,000,000 shares of restricted stock awarded to two executives, which shall be issued upon the Company increasing its authorized shares of Common Stock.
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SCHEDULES TO SECURITIES PURCHASE AGREEMENT. Unless otherwise defined in the following Schedules, all capitalized terms set forth herein shall have the same meaning as are defined in the Securities Purchase Agreement. Schedules Schedule 4(c) Capitalization Schedule 4(c) None EXHIBIT A INVESTOR QUESTIONNAIRE See attached.
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SCHEDULES TO SECURITIES PURCHASE AGREEMENT. Schedule 1.1 Account Name: ID Global Solutions Corporation Account #: 898065076223 ABA #: 000000000 Bank: Bank of America Address: 0000 Xxxxx Xxxx 000 X Xxxxxxxx, XX 00000 XX Schedule 2.2 Capitalization Shares Outstanding 214,196,550 Affiliate Warrants & Options 58,550,000 Non-Affiliated Warrants & Options 1,978,622 Convertible Debentures 32,408,436 Warrants ($.05 – Convertible Debentures Raise - I) 19,580,000 Warrants ($.15 – Convertible Debentures Raise - II) 7,733,873 Warrants ($.15 – Convertible Debentures Raise - III) 1,902,001 Warrants ($.48 – Convertible Debentures Raise - IV) 2,120,000 Warrants ($.10 – Convertible Debentures Raise - V) 31,53,667 Parity Labs Stock Options 20,000,000 New Retention Based Option Grants 10,500,000 New Performance Based Option Grants 6,500,000 Fully Diluted 407,023,148 Schedule 2.11 – Indebtedness On April 19, 2016, the Company entered into and closed Securities Purchase Agreements with several accredited investors (the "April 2016 Accredited Investors") pursuant to which the April 2016 Accredited Investors invested an aggregate of $1,550,000 into the Company in consideration of Secured Convertible Debentures and common stock purchase warrants to acquire an aggregate of 15,500,000 shares of common stock exercisable for a period of five years at an exercise price of $0.10 subject to antidilution protection, as amended. The exercise price shall be adjusted to equal the conversion price or the per share purchase price of Company's next offering in the minimum amount of $5,000,000 (the "Adjustment Price") and the number of shares of common stock issuable upon exercise of the warrants shall be adjusted to equal the consideration paid by the April 2016 Accredited Investors by the Adjustment Price. The Secured Convertible Debentures bear interest of 12% and are payable on the six (6) month anniversary of the Secured Convertible Debentures. The Secured Convertible Debentures are convertible into shares of common stock at $0.10 per share, as amended, subject to antidilution protection. The conversion price shall be adjusted to equal the Adjustment Price less a 20% discount if such Adjustment Price is less than $0.25 per share. The Secured Convertible Debentures are secured by 18,235,295 issued and outstanding shares of common stock of the Company held by certain shareholders of the Company (the "Pledgors") pursuant to stock pledge agreements entered into between the April 2016 Accredited Investors and the Pledgors. Each of the Ap...
Sample 1
SCHEDULES TO SECURITIES PURCHASE AGREEMENT. Schedule 3(a) Minrad International, Inc. - Subsidiaries Minrad Inc., a Delaware corporation ( 100.0% owned by Minrad International, Inc.) Minrad EU, a corporation under the law of France (100.0% owned subsidiary of Minrad Inc.) Schedule 3(e) Minrad International, Inc. Consents None. Schedule 3(g) Minrad International, Inc. Placement Agents, Finders and Fees Xxxxxxxxxx Securities, Inc. - A cash fee equal to the difference between (X) 10% of the aggregate purchase price paid by all investors who purchase securities in the current offering, and (Y) the placement agent fee payable by Minrad to KeyBanc under the KeyBanc Agreement. - Investment warrants for an amount of common stock equal to 10% of the number of shares sold in the current offering, exercisable at a price equal to the per share price paid by investors in the current offering, for seven years from the date of the closing of the current offering and shall contain a cashless or net exercise provision. KeyBanc Capital Markets (KCM) - Placement Agent fee paid in cash at Closing equal to 9% of the aggregate purchase price paid by all investors. In addition, Minrad shall reimburse KCM for all reasonable travel, legal and other out of pocket expenses incurred in fund raising. The aggregate amount shall not exceed $225,000 without prior Minrad approval. Biscayne Capital Markets, Inc.(BCMI) - BCMI will act solely as a finder and be paid the cash sum equal to 5% of all funds raised through any buyer introduced to Minrad. In addition to the cash fee, - BCMI shall be granted common stock purchase warrants in an amount equal to 5% of the amount granted to investors. found by BCMI. - The cash fees and warrants paid to BCMI will be deleted from the portion of cash fees and warrants earned by Xxxxxxxxxx Securities, Inc. Schedule 3(l) Minrad International, Inc. SEC - Absence of Certain Changes Since the date of Minrads most recent SEC document filing (Form 10-QSB for the quarter ended March 31, 2005 filed on May 13, 2005) there has been no material adverse change and no material adverse development which constitutes a Material Adverse Effect. Schedule 3(n) Minrad International, Inc. SEC - Conduct of Business: Regulatory Permits On or about February 15, 2005, the Company's stock was temporarily suspended from OTC Bulletin Board trading based on the mistaken belief that Company was required to file a Form 10-QSB quarterly report for the period ending December 31, 2005. When the NASD was shown that the Company had an...
Sample 1
SCHEDULES TO SECURITIES PURCHASE AGREEMENT. Schedule 1.1 Account Name: Ipsidy Inc. Account #: xxxx xxxx xxxx ABA #: 000000000 (wire) Bank: Bank of America Address: PX Xxx 00000, Xxxxx, Xxxxxxx 00000-0000 Schedule 2.2 Capitalization Capitalization Table Common Shares Outstanding 364,320,216 Stock Options 104,500,000 Warrants 47,538,697 516,358,913
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SCHEDULES TO SECURITIES PURCHASE AGREEMENT. Schedule 3(c) – Capitalization Shares Outstanding 185,421,473 Convertible Debentures 29,666,667 Warrants ($.05 – Convertible Debentures Raise) 19,580,000 Pending Acquisition 90,000,000 Capital Raise – Fee Payable 2,800,000 Affiliate Warrants ($.03) 7,500,000 Warrants (Offering) 6,666,667 Affiliate Warrants ($.03) 5,000,000 Affiliate Warrants –Bridge ($.40) 250,000 Fully Diluted Outstanding 364,884,806 Schedule 3(h) – Disclosure On April 6, 2015 (the “Closing Date”), the Company and all of the shareholders (the “Multipay Shareholders”) of Multipay S.A., a Colombian corporation (“Multipay”), closed (the “Closing”) on the Share Purchase Agreement entered into between the parties on March 6, 2015. As a result of the Closing, the Company acquired 100% of the issued and outstanding shares of Multipay (the “Multipay Shares”) from the Multipay Shareholders on a fully diluted basis. In consideration for the Multipay Shares, the Company issued and sold to the Multipay Shareholders an aggregate of 7,600,000 shares of common stock of the Company. Within ten days of the Closing Date, the Company is required to issue 7,000,000 shares of common stock. Upon the Multipay Shareholders paying certain liabilities in the approximate amount of US $340,000, the Company is required to deliver the balance of 600,000 shares of common stock to the Multipay Shareholders. In the event the Multipay Shareholders do not pay the required amount by the 12-month anniversary of the Closing Date, the Company will not be required to deliver the remaining shares of common stock. On May 7, 2015, the Company and Multipay executed an amendment to the Share Purchase Agreement to amend the 7,000,000 shares to be issued within ten days of the Closing Date to 6,101,517 shares and the 600,000 shares to be delivered upon Multipay Shareholders paid off the required amount to 1,498,483 shares. The 6,101,517 shares will be issued on May 18, 2015. The Company is required to complete and file with the Commission audited financial statements for the year ended December 31, 2014. The Company is in the process of finalizing such audit and expects to file a Form 8-K Current Report with the Commission in the near future. Schedule 3(l) – No Undisclosed Liabilities None. Schedule 3(n) – Indebtedness On May 13, 2015, the Company entered into a Securities Purchase Agreement with two executive officers and directors of the Company, pursuant to which the affiliates invested $100,000 and $50,000, respectively, into the ...
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SCHEDULES TO SECURITIES PURCHASE AGREEMENT. 3.1 (g) Cap table to be furnished by separate document. Agreements requiring the issuance of securities include the Company’s agreements with
Sample 1
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Related to SCHEDULES TO SECURITIES PURCHASE AGREEMENT

  • Securities Purchase Agreement This Agreement and the transactions contemplated hereby have been duly and validly authorized by the Company, this Agreement has been duly executed and delivered by the Company and this Agreement, when executed and delivered by the Company, will be, a valid and binding agreement of the Company enforceable in accordance with its terms, subject as to enforceability to general principles of equity and to bankruptcy, insolvency, moratorium, and other similar laws affecting the enforcement of creditors’ rights generally.

  • Stock Purchase Agreement (a) Purchaser understands and agrees that the conversion of the Note into equity securities of the Company may require such Purchaser’s execution of certain agreements (in form reasonably agreeable to a majority in interest of the Purchasers) relating to the purchase and sale of such securities as well as registration, information and voting rights, if any, relating to such equity securities.

  • Asset Purchase Agreement The transactions contemplated by the Asset Purchase Agreement shall have been consummated.

  • The Purchase Agreement This Agreement has been duly authorized, executed and delivered by the Company and the Guarantors.

  • Note Purchase Agreement The conditions precedent to the obligations of the Applicable Pass Through Trustees and the other requirements relating to the Aircraft and the Equipment Notes set forth in the Note Purchase Agreement shall have been satisfied.

  • Purchase Agreement See the introductory paragraphs hereof.

  • Receivables Purchase Agreement The Transferor, in its capacity as purchaser of Receivables from the RPA Seller under the Receivables Purchase Agreement, shall enforce the covenants and agreements of the RPA Seller as set forth in the Receivables Purchase Agreement, including its agreement to designate Additional Accounts as and when required in order for the Transferor to fulfill its undertakings in Section 2.06. The Transferor shall not amend, waive or otherwise modify the Receivables Purchase Agreement except in accordance with its terms.

  • Share Purchase Agreement 33- --------------------------------------------------------------------------------

  • Purchase Agreements The Sponsor has executed and delivered a Private Placement Warrants Purchase Agreement, the form of which is annexed as an exhibit to the Registration Statement (the “Sponsor Purchase Agreement”), pursuant to which the Sponsor will, among other things, on the Closing Date, consummate the purchase of and deliver the purchase price for the Placement Warrants allocated to the Sponsor described in Section 1.4.2. The Representative has executed and delivered a Private Placement Warrants Purchase Agreement, the form of which is annexed as an exhibit to the Registration Statement (the “Representative Purchase Agreement”, together with the Sponsor Purchase Agreement, the “Purchase Agreements”), pursuant to which the Representative will, among other things, on the Closing Date, consummate the purchase of and deliver the purchase price for the Placement Warrants allocated to the Representative described in Section 1.4.2. Pursuant to the Purchase Agreements, (i) the Sponsor and the Representative have waived any and all rights and claims it may have to any proceeds, and any interest thereon, held in the Trust Account in respect of the Placement Warrants, and (ii) certain proceeds from the sale of the Placement Warrants will be deposited by the Company in the Trust Account in accordance with the terms of the Trust Agreement on the Closing Date as provided for in the Purchase Agreements.

  • Founder’s Purchase Agreement The Founder’s Purchase Agreement has been duly authorized, executed and delivered by the Company and the Sponsor, and is a valid and binding agreement of the Company and the Sponsor, enforceable against the Company and the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

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