Wire Instructions. To: _____________________________________ Acknowledged and agreed to this ___ day of July, 2013 LEGEND OIL AND GAS, LTD. By: _____________________ Name: Title: EXHIBIT A NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. Original Issue Date: July __, 2013 Original Conversion Price (subject to adjustment herein): $0.0561 $1,008,000 8% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE DUE DECEMBER 1, 2014 THIS 8% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 8% Original Issue Discount Senior Secured Convertible Debentures of Legend Oil and Gas, Ltd, a Colorado corporation, (the “Company”), having its principal place of business at 0000 Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, XX 00000, designated as its 8% Original Issue Discount Senior Secured Convertible Debenture due December 1, 2014 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”). FOR VALUE RECEIVED, the Company promises to pay to HILLAIR CAPITAL INVESTMENTS L.P. or its registered assigns (the “Holder”), or shall have paid pursuant to the terms hereunder, the principal sum of $1,008,000 on December 1, 2014 (the “Maturity Date”) or such earlier date as this Debenture is required or permitted to be repaid as provided hereunder, and to pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Debenture in accordance with the provisions hereof. This Debenture is subject to the following additional provisions:
Appears in 1 contract
Wire Instructions. To: _____________________________________ Acknowledged and agreed Routing Number - 020000000 Account Number - 898092150646 Account Name - GT Biopharma, Inc. Address - 100 Xxxxx Xxxxxx Xx., Xxxxx 000 Xxxxx, XX 00000 GT BIOPHARMA, INC. SECURITIES PURCHASE AGREEMENT DISCLOSURE SCHEDULES These Disclosure Schedules (these “Schedules”) are furnished pursuant to this ___ day the Securities Purchase Agreement dated as of JulySeptember 7, 2013 LEGEND OIL AND GAS, LTD. By: _____________________ Name: Title: EXHIBIT A NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED 2018 (THE the “SECURITIES ACTPurchase Agreement”), ANDby and among GT Biopharma, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. Original Issue Date: July __, 2013 Original Conversion Price (subject to adjustment herein): $0.0561 $1,008,000 8% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE DUE DECEMBER 1, 2014 THIS 8% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 8% Original Issue Discount Senior Secured Convertible Debentures of Legend Oil and Gas, LtdInc., a Colorado corporation, Delaware corporation (the “Company”), having its principal place and the Purchasers listed on the signature page of business at 0000 Xxxxx Xxxxxxthe Purchase Agreement. Capitalized terms used herein shall have the meanings set forth in the Purchase Agreement. These Schedules are part of the Purchase Agreement and are subject to the terms and provisions thereof. These Schedules are for the information of the Purchasers and only for purposes relating to the Purchase Agreement. Nothing in the Schedules shall be construed as an admission of any liability or obligation of the Company to any third party, Xxxxx 000or an admission to any third party against the Company’s interests. Unless otherwise stated below, Xxxxxxxall statements made herein are made as of the date of execution of the Purchase Agreement. The representations and warranties made by the Company in the Purchase Agreement are qualified by, XX 00000, designated as its 8% Original Issue Discount Senior Secured Convertible Debenture due December 1, 2014 (this debentureand subject to the exceptions noted in, the “Debenture” andinformation set forth in these Schedules. The inclusion or disclosure of any item or information in the Schedules shall not be construed as an admission, collectively with or to imply, that such item or information is material to the other debentures Company or the Purchasers, or to create measures of such seriesmateriality for the purposes of the Purchase Agreement. The section headings in the Schedules are for convenience of reference only. Schedule 3.1(a) The Company’s subsidiaries are as follows: Oxis Biotech, Inc. Georgetown Translational Pharmaceuticals, Inc. Schedule 3.1(b) None. Schedule 3.1(g) Capitalization: Common Stock: $0.001 par value; 750,000,000 shares authorized; 50,177,977 shares issued and outstanding as of September 7, 2018. Preferred Stock: $0.001 par value, 15,000,000 shares authorized. Outstanding as of September 7, 2018: Series C: 96,230 shares Series J: 1,163,548 shares Stock Options: Options to purchase 1,246 shares of Common Stock were outstanding as of September 7, 2018. Warrants: Warrants to purchase 1,667,400 shares of Common Stock were issued and outstanding as of September 7, 2018. Convertible Notes: 3,880,255 shares of Common Stock may be issued upon on conversion of notes (the “DebenturesExisting Notes”) and related interest (based on conversion price of $2.00). FOR VALUE RECEIVEDOn January 22, 2018, the Company promises to pay to HILLAIR CAPITAL INVESTMENTS L.P. or its registered assigns entered into a securities purchase agreement with accredited investors (the “HolderJanuary 2018 Agreement”), or shall have paid ) pursuant to which the terms hereunder, Company granted the principal sum purchasers a right of $1,008,000 on December 1, 2014 first refusal to participate in up to 30% of any future financing undertaken by the Company until at least the date that the notes purchased under the January 2018 Agreement are no longer outstanding. All convertible promissory notes (the “Maturity DateJanuary 2018 Notes”) or such earlier date as this Debenture is required or permitted and warrants (the “January 2018 Warrants”) purchased under the January 2018 Agreement are subject to anti-dilution protection. Effective upon the closing of the transactions contemplated by the Purchase Agreement, the conversion price of the January 2018 Notes and the exercise price of the January 2018 Warrants will be repaid as provided hereunder$2.00 per share. On July 27, and 2018, the Company received a conversion notice of a portion of an investor’s January 2018 Notes, with a calculated automatically adjusted conversion price of $1.2215. The Company intends to pay interest off approximately $4.4 million in original principal of the January 2018 Notes with the proceeds of the transactions contemplated by the Purchase Agreement. The Company’s officers, directors and controlling stockholders beneficially own the following shares of Common Stock (based on most current information filed with the SEC as of September 7, 2018): Name and Address of Beneficial Owner Number of Shares of Common Stock Beneficially Owned Percent of Shares of Outstanding Common Stock Security Ownership of Management: Maxx Xxxxxxxxx 0,172,079 16.31% Kaxxxxxx Xlxxxxxx-Xxxxx 0,505,633 16.97% Anxxxxx X. Xxxxxxx 0,143,036 10.26% Stxxxx Xxxxxx 0,528,898 5.12% Raxxxxx Xxxxxxxx 0,528,898 3.02% Executive officers and directors as a group — 5 persons 25,878,544 51.68% Schedule 3.1(h) None. Schedule 3.1(i) None. Schedule 3.1(j) On June 23, 2016, the Company was served with a complaint filed in the Circuit Court of the 13th Judicial Circuit in and for Hillsborough County, FL, Case No. 16-CA-004791. Suit was brought against the Company by Lixxxxx/Xexxxxxxx xnd Associates, Inc., alleging they are owed compensation for consulting services provided to the Holder on Company. They are seeking payment of $73,898. The Company has engaged legal counsel to answer the aggregate unconverted complaint. On February 15, 2017, MultiCell Immunotherapeutics, or MultiCell, filed an arbitration proceeding against the Company with the American Health Lawyers Association, Claim #3821. MultiCell is seeking $207,783 plus interest and then outstanding principal costs of arbitration pursuant to alleged contract rights against the Company under a research agreement between MultiCell and the Company. Following a hearing held September 1, 2017, the arbitrator awarded MultiCell the payment amount of $207,783 plus interest in the amount of $34,699. The Company has engaged legal counsel to advise it in connection with this Debenture in accordance with the provisions hereofmatter. This Debenture Schedule 3.1(k) None. Schedule 3.1(l) None. Schedule 3.1(q) None. Schedule 3.1(v) None. Schedule 3.1(aa) Convertible Notes Payable $8,455,142 Schedule 3.1(bb) None. Schedule 3.1(ee) The Company’s accounting firm is subject to the following additional provisions:Sexxxxxx & Gixxxxxxxxxx, LLP. Schedule 3.1(ff) None. Schedule 4.9 Use of Proceeds General and Administrative $10,000,000
Appears in 1 contract
Wire Instructions. To: The payment of cash and SKYH Share amounts to be paid pursuant to this Exhibit B shall be made by the Company in immediately available funds by wire transfer to the account set forth below. Account Name Wire Instructions Wire/Share Amount Boulderado BOC SSL Margin [___] $2,563,320 Boulderado BOC [___] $62,520 Boulderado Partners [_______________________________ Acknowledged ] 194,738 SKYH Shares $5,335,050.90 Exhibit C Form of Securities Power IRREVOCABLE INTEREST POWER May 9, 2024 FOR VALUE RECEIVED, and agreed pursuant to this ___ day that certain Separation Agreement, dated as of JulyMay 9, 2013 LEGEND OIL AND GAS, LTD. By: _____________________ Name: Title: EXHIBIT A NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED 2024 (THE “SECURITIES ACTSeparation Agreement”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. Original Issue Date: July __, 2013 Original Conversion Price (subject to adjustment herein): $0.0561 $1,008,000 8% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE DUE DECEMBER 1, 2014 THIS 8% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized by and validly issued 8% Original Issue Discount Senior Secured Convertible Debentures of Legend Oil and Gas, LtdBoston Omaha Corporation, a Colorado corporation, Delaware corporation (the “Company”), having its principal place Axxx X. Xxxxx, solely for purposes of business at 0000 Xxxxx XxxxxxSection 2 and Section 10 of the Separation Agreement, Xxxxx 000Boulderado Partners, Xxxxxxx, XX 00000, designated as its 8% Original Issue Discount Senior Secured Convertible Debenture due December 1, 2014 (this debentureLLC and certain other parties thereto, the “Debenture” andundersigned hereby sells, collectively with the other debentures of such seriesassigns, the “Debentures”). FOR VALUE RECEIVEDtransfers, conveys and delivers to the Company promises [●] [[shares of Class [A]/[B] Common Stock, par value $0.001 of the Company] / [warrants to pay to HILLAIR CAPITAL INVESTMENTS L.P. or its registered assigns acquire shares of Class B Common Stock, par value $0.001 of the Company] (the “HolderPurchased Interests”), or free and clear of all Encumbrances (as defined in Exhibit F to the Separation Agreement) other than Permitted Encumbrances (as defined in Exhibit F to the Separation Agreement), and does hereby irrevocably constitute and appoint any officer of the Company as attorney-in-fact to transfer the applicable Purchased Interests on the books of the Company, with full power of substitution in the premises. Capitalized terms used but not otherwise defined herein shall have paid pursuant the meanings given to them in the terms hereunderSeparation Agreement. This Irrevocable Interest Power may be executed in one or more counterparts, all of which shall be considered one and the principal sum same instrument. This Irrevocable Interest Power may be executed electronically (including by means of $1,008,000 on December 1.pdf or similar graphic reproduction format or by means of digital signature software, 2014 (the “Maturity Date”e.g., DocuSign or Adobe Sign) and delivered by email or such earlier date as this Debenture is required or permitted to be repaid as provided hereunderother similar means of electronic transmission, and to pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Debenture in accordance with the provisions hereof. This Debenture is subject to the following additional provisions:ay electronic signature shall constitute an original for all purposes.
Appears in 1 contract
Samples: Waiver Agreement (BOSTON OMAHA Corp)
Wire Instructions. ToOn the exercise of the Warrant the aggregate Warrant Price shall be paid to the Company by wire transfer to the following address: _____________________________________ Acknowledged and agreed to this ___ day of July, 2013 LEGEND OIL THIS WARRANT AND GAS, LTD. By: _____________________ Name: Title: EXHIBIT A NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE SHARES OF COMMON STOCK ISSUABLE UPON ITS EXERCISE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED TRANSFERRED, SOLD, ASSIGNED, PLEDGED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE OTHERWISE DISPOSED OF UNLESS (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROMACT, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO AND IN ACCORDANCE WITH ALL APPLICABLE QUALIFICATIONS UNDER STATE SECURITIES LAWS AS EVIDENCED BY SHALL HAVE BEEN OBTAINED WITH RESPECT THERETO; (ii) A LEGAL WRITTEN OPINION OF FROM COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO THE TRANSFEROR ISSUER HAS BEEN OBTAINED STATING THAT NO SUCH REGISTRATION OR QUALIFICATION IS REQUIRED; OR (iii) SOLD PURSUANT TO RULE 144 UNDER SUCH EFFECTACT. WARRANT TO PURCHASE COMMON STOCK OF INNOVATIVE MICRO TECHNOLOGY, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYINC. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. Original Issue Date: July __For good and valuable consideration, 2013 Original Conversion Price (subject to adjustment herein): $0.0561 $1,008,000 8% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE DUE DECEMBER 1the receipt of which is hereby acknowledged, 2014 THIS 8% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 8% Original Issue Discount Senior Secured Convertible Debentures of Legend Oil and GasInnovative Micro Technology, LtdInc., a Colorado corporation, Delaware corporation (the “Company”), having hereby grants to BAVP VII, L.P., a limited partnership, its principal place of business at 0000 Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, XX 00000, designated as its 8% Original Issue Discount Senior Secured Convertible Debenture due December 1, 2014 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”). FOR VALUE RECEIVED, the Company promises to pay to HILLAIR CAPITAL INVESTMENTS L.P. or its registered successors and assigns (collectively, the “Holder”), or shall have paid pursuant to the terms hereunder, the principal sum of $1,008,000 on December 1, 2014 an irrevocable warrant (the “Maturity Warrant”) to purchase, subject to the satisfaction of the conditions set forth in Section 1 below and subject to the other terms hereof, the number of shares of Common Stock, par value $0.0001 per share, of the Company (the “Shares”), if any, determined in accordance with Section I hereto, at the Warrant Price, as defined below, at any time beginning on March 15, 2006 (the “Determination Date”) or and ending on January 24, 2008 (the “Expiration Date” and such earlier date as this Debenture is required or permitted to be repaid as provided hereunder, and to pay interest to the Holder period beginning on the aggregate unconverted Determination Date and then outstanding principal amount of this Debenture in accordance with ending on the provisions hereof. This Debenture is subject to Expiration Date, the following additional provisions:“Exercise Period”).
Appears in 1 contract
Samples: Innovative Micro Technology Inc
Wire Instructions. ToOn the exercise of the Warrant the aggregate Warrant Price shall be paid to the Company by wire transfer to the following address: _____________________________________ Acknowledged and agreed to this ___ day of July, 2013 LEGEND OIL THIS WARRANT AND GAS, LTD. By: _____________________ Name: Title: EXHIBIT A NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE SHARES OF COMMON STOCK ISSUABLE UPON ITS EXERCISE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED TRANSFERRED, SOLD, ASSIGNED, PLEDGED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE OTHERWISE DISPOSED OF UNLESS (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROMACT, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO AND IN ACCORDANCE WITH ALL APPLICABLE QUALIFICATIONS UNDER STATE SECURITIES LAWS AS EVIDENCED BY SHALL HAVE BEEN OBTAINED WITH RESPECT THERETO; (ii) A LEGAL WRITTEN OPINION OF FROM COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO THE TRANSFEROR ISSUER HAS BEEN OBTAINED STATING THAT NO SUCH REGISTRATION OR QUALIFICATION IS REQUIRED; OR (iii) SOLD PURSUANT TO RULE 144 UNDER SUCH EFFECTACT. WARRANT TO PURCHASE COMMON STOCK OF INNOVATIVE MICRO TECHNOLOGY, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYINC. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. Original Issue Date: July __For good and valuable consideration, 2013 Original Conversion Price (subject to adjustment herein): $0.0561 $1,008,000 8% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE DUE DECEMBER 1the receipt of which is hereby acknowledged, 2014 THIS 8% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 8% Original Issue Discount Senior Secured Convertible Debentures of Legend Oil and GasInnovative Micro Technology, LtdInc., a Colorado corporation, Delaware corporation (the “Company”), having hereby grants to INVESTOR GROUP L.P., a limited partnership, its principal place of business at 0000 Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, XX 00000, designated as its 8% Original Issue Discount Senior Secured Convertible Debenture due December 1, 2014 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”). FOR VALUE RECEIVED, the Company promises to pay to HILLAIR CAPITAL INVESTMENTS L.P. or its registered successors and assigns (collectively, the “Holder”), or shall have paid pursuant to the terms hereunder, the principal sum of $1,008,000 on December 1, 2014 an irrevocable warrant (the “Maturity Warrant”) to purchase, subject to the satisfaction of the conditions set forth in Section 1 below and subject to the other terms hereof, the number of shares of Common Stock, par value $0.0001 per share, of the Company (the “Shares”), if any, determined in accordance with Section I hereto, at the Warrant Price, as defined below, at any time beginning on March 15, 2006 (the “Determination Date”) or and ending on January 24, 2008 (the “Expiration Date” and such earlier date as this Debenture is required or permitted to be repaid as provided hereunder, and to pay interest to the Holder period beginning on the aggregate unconverted Determination Date and then outstanding principal amount of this Debenture in accordance with ending on the provisions hereof. This Debenture is subject to Expiration Date, the following additional provisions:“Exercise Period”).
Appears in 1 contract
Samples: Innovative Micro Technology Inc
Wire Instructions. ToOn the exercise of the Warrant the aggregate Warrant Price shall be paid to the Company by wire transfer to the following address: _____________________________________ Acknowledged and agreed to this ___ day of July, 2013 LEGEND OIL THIS WARRANT AND GAS, LTD. By: _____________________ Name: Title: EXHIBIT A NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE SHARES OF COMMON STOCK ISSUABLE UPON ITS EXERCISE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED TRANSFERRED, SOLD, ASSIGNED, PLEDGED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE OTHERWISE DISPOSED OF UNLESS (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROMACT, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO AND IN ACCORDANCE WITH ALL APPLICABLE QUALIFICATIONS UNDER STATE SECURITIES LAWS AS EVIDENCED BY SHALL HAVE BEEN OBTAINED WITH RESPECT THERETO; (ii) A LEGAL WRITTEN OPINION OF FROM COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO THE TRANSFEROR ISSUER HAS BEEN OBTAINED STATING THAT NO SUCH REGISTRATION OR QUALIFICATION IS REQUIRED; OR (iii) SOLD PURSUANT TO RULE 144 UNDER SUCH EFFECTACT. WARRANT TO PURCHASE COMMON STOCK OF INNOVATIVE MICRO TECHNOLOGY, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYINC. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. Original Issue Date: July __For good and valuable consideration, 2013 Original Conversion Price (subject to adjustment herein): $0.0561 $1,008,000 8% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE DUE DECEMBER 1the receipt of which is hereby acknowledged, 2014 THIS 8% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 8% Original Issue Discount Senior Secured Convertible Debentures of Legend Oil and GasInnovative Micro Technology, LtdInc., a Colorado corporation, Delaware corporation (the “Company”), having hereby grants to MIRAMAR VENTURE PARTNERS, L.P., a limited partnership, its principal place of business at 0000 Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, XX 00000, designated as its 8% Original Issue Discount Senior Secured Convertible Debenture due December 1, 2014 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”). FOR VALUE RECEIVED, the Company promises to pay to HILLAIR CAPITAL INVESTMENTS L.P. or its registered successors and assigns (collectively, the “Holder”), or shall have paid pursuant to the terms hereunder, the principal sum of $1,008,000 on December 1, 2014 an irrevocable warrant (the “Maturity Warrant”) to purchase, subject to the satisfaction of the conditions set forth in Section 1 below and subject to the other terms hereof, the number of shares of Common Stock, par value $0.0001 per share, of the Company (the “Shares”), if any, determined in accordance with Section I hereto, at the Warrant Price, as defined below, at any time beginning on March 15, 2006 (the “Determination Date”) or and ending on January 24, 2008 (the “Expiration Date” and such earlier date as this Debenture is required or permitted to be repaid as provided hereunder, and to pay interest to the Holder period beginning on the aggregate unconverted Determination Date and then outstanding principal amount of this Debenture in accordance with ending on the provisions hereof. This Debenture is subject to Expiration Date, the following additional provisions:“Exercise Period”).
Appears in 1 contract
Samples: Innovative Micro Technology Inc