Third Investment Clause Samples

Third Investment. Subject to the fulfillment of the conditions listed in Section 6 of this letter agreement, the Investor shall have the option, at any time prior to September 30, 2011,to purchase from Company an additional One Million Seven Hundred Thousand (1,700,000) Units, at a price of $0.10 Unit ($170,000 total) and on the same terms as provided in Section 1 above. The Investor may exercise the option by delivering written notice of exercise to the Company on or before September 30, 2011. The purchase shall be consummated within five (5) business days of the delivery of the investor’s notice..

Third Investment. (i) Upon or as soon as practicable immediately after the earlier of XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX, the Company will issue and sell to the Investor, and the Investor will purchase from the Company, at the Third Investment Closing (defined below): (A) An aggregate amount of shares of Common Stock, rounding such amount up to the nearest whole number (the "Third Investment Shares"), equal to the sum of $5.0 million (the "Third Investment Purchase Price") divided by a per share price (the "Third Investment Share Price") equal to: (1) one hundred thirty percent (130%) of the Third Investment Market Price (defined below) if the Third Investment Market Price is less than or equal to $6.73 per share; (2) $8.75 if the Third Investment Market Price is between $6.73 per share and $7.29 per share; and (3) one hundred twenty percent (120%) of the Third Investment Market Price if the Third Investment Market Price is equal to or greater than $7.29 per share; and (B) Warrants to purchase Common Stock in an amount equal to sixty percent of the number of the Third Investment Shares, with such Warrants to have an exercise price equal to the Third Investment Share Price (the "Third Investment Warrants"), to be exercisable at any time prior to the third anniversary of the Third Investment Closing Date, and to contain such other terms and conditions as set forth in the form of Warrant attached hereto as Exhibit A-3. (ii) The Third Investment Purchase Price shall be reduced by the amount of the Third Investment Share Price allocable to any fractional shares which would be generated by the above formula. For the purposes of this Agreement, "Third Investment Market Price" shall mean the average Quoted Price for the fifteen (15) trading days ending two day(s) prior to XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX.

Third Investment. Subject to the Second Closing having occurred and the investment of the Second Principal Amount, at the Third Closing, and (in addition to the conditions set forth in Section ‎2.4), conditioned upon Company having achieved twelve month revenues of US$10,000,000, calculated on a trailing 12-month basis based on a reviewed (by the Company’s auditors, in accordance with US GAAP) statement(s) of the Company’s revenues for the applicable 12 calendar month period (the “Third Investment Milestone”), the Investor shall (subject to satisfaction of the conditions to a Subsequent Closing set forth in Section 2.4 below) pay to the Company the Third Investment Amount, in consideration for which the Company shall allot to the Investor Series S-3 Preferred Shares of the Company (the Preferred S-3 Shares, and together with the Preferred S-1 Shares and Preferred S-2 Shares, as defined below, the “Preferred S Shares”), which shall have the rights, preferences and privileges set forth in Amended Articles, for the aggregate purchase price specified in the Company’s Investment Request, such amount not to exceed US$5,000,000 (the “Third Investment Amount”) (where the exact portion of the Third Investment Amount to be provided shall be determined by the Board). The price per share of the Preferred S-3 Shares (the “Third Investment PPS”) shall reflect a pre-money Company valuation, as of the Closing Date, on a Fully Diluted Basis, of $55,000,000, assuming the investment and conversion of the Principal Amount and the Second Company CLA; and the number of Preferred S-3 Shares to be issued and allotted to Investor (the “Third Closing Shares”)) shall be the result obtained by dividing the Third Investment Amount by the Third Investment PPS; all as further reflected in the Capitalization Table. The current Capitalization Table simulation assumes the investment of the maximum Principal Amount (i.e., $11M) prior to investment of the Third Investment Amount, in which case, the Third Investment PPS shall be $2.82 (and if and to the extent the Second Principal Amount actually invested is lower than $6M, at the request of the Company, then the Capitalization Table shall be adjusted accordingly so to reflect the actual Principal Amount that was invested).