Original Issue Discount; Transaction Expense Amount. The Note carries an original issue discount of $3,400,000.00 (the “OID”). In addition, Company agrees to pay $100,000.00 to Investor to cover Investor’s legal fees, accounting costs, due diligence, monitoring and other transaction costs incurred in connection with the purchase and sale of the Securities (the “Transaction Expense Amount”), all of which amount is included in the initial principal balance of the Note. The “Purchase Price”, therefore, shall be $25,000,000.00, computed as follows: $28,500,000.00 initial principal balance, less the OID, less the Transaction Expense Amount.
Original Issue Discount; Transaction Expense Amount. The Note carries an original issue discount of $100,000.00 (the “OID”). In addition, Company agrees to pay $5,000.00 to Investor to cover Investor’s legal fees, accounting costs, due diligence, monitoring and other transaction costs incurred in connection with the purchase and sale of the Securities (the “Transaction Expense Amount”), all of which amount is included in the initial principal balance of the Note. The Purchase Price, therefore, shall be $1,000,000.00, computed as follows: $1,105,000.00 initial principal balance, less the OID, less the Transaction Expense Amount. The Initial Cash Purchase Price shall be the Purchase Price less the sum of the initial principal amounts of the Investor Notes. The portions of the OID and the Transaction Expense Amount allocated to the Initial Cash Purchase Price are set forth on Exhibit B.
Original Issue Discount; Transaction Expense Amount. The Note carries an original issue discount of $375,000.00 (the “OID”). In addition, Company agrees to pay $20,000.00 to Investor to cover Investor’s legal fees, accounting costs, due diligence, monitoring and other transaction costs incurred in connection with the purchase and sale of the Note (the “Transaction Expense Amount”), all of which amount is included in the initial original principal amount of the Note. The “Purchase Price”, therefore, shall be $1,500,000.00, computed as follows: the Initial Principal Amount, less the OID, less the Transaction Expense Amount. * Exhibit B been omitted pursuant to Item 601(a)(5) of Regulation S-K and will be provided on a supplemental basis to the Securities and Exchange Commission upon request. The exhibit contained the Secretary’s certificate with the board resolutions approving the transaction.
Original Issue Discount; Transaction Expense Amount. The Note carries an original issue discount of $50,000.00 (the “OID”). In addition, Company agrees to pay $20,000.00 to Investor to cover Investor’s legal fees, accounting costs, due diligence, monitoring and other transaction costs incurred in connection with the purchase and sale of the Securities (the “Transaction Expense Amount”), all of which amount is included in the initial principal balance of the Note. The “Purchase Price”, therefore, shall be $1,000,000.00, computed as follows: $1,070,000.00 initial principal balance, less the OID, less the Transaction Expense Amount. The portions of the OID and the Transaction Expense Amount allocated to the Initial Cash Purchase Price are set forth on Exhibit B
Original Issue Discount; Transaction Expense Amount. (a) Note #1 carries an original issue discount of $12,500.00 (the “Note #1 OID”). In addition, Company agrees to pay $5,000.00 to Investor to cover Investor’s legal fees, accounting costs, due diligence, monitoring and other transaction costs incurred in connection with the purchase and sale of the Notes, $2,500.00 of which amount has previously been paid to Investor and $2,500.00 of which amount (the “Carried Transaction Expense Amount”) is included in the initial principal balance of Note #1. The “Note #1 Purchase Price”, therefore, shall be $125,000.00, computed as follows: $140,000.00 initial principal balance, less the Note #1 OID, less the Carried Transaction Expense Amount.
Original Issue Discount; Transaction Expense Amount. The Note carries an original issue discount of $300,000.00 (the “OID”). The OID will be added to the original principal amount of the Note. The “Purchase Price”, therefore, shall be $3,000,000.00, computed as follows: $3,300,000.00 initial principal balance, less the OID.
Original Issue Discount; Transaction Expense Amount. The original principal amount of the Note carries an original issue discount of up to $[_________] (the “OID”), which is payable in accordance with Section 4 of the Note. In addition, Company agrees to pay $[_________] to Investor to cover Investor’s legal fees, accounting costs, due diligence, monitoring and other transaction costs incurred in connection with the purchase and sale of the Note (the “Transaction Expense Amount”), which is payable in accordance with Section 4 of the Note. The “Purchase Price”, therefore, shall be $[_________], computed as follows: the Initial Principal Amount, less the OID.
Original Issue Discount; Transaction Expense Amount. Note #1 carries an original issue discount (“OID”) of $1,000,000 (“Note #1 OID”). In addition, Company agrees to pay $25,000.00 to Investor to cover Investor’s legal fees, accounting costs, due diligence, monitoring and other transaction costs incurred in connection with the purchase and sale of the Securities (the “Transaction Expense Amount”), all of which amount is included in the initial principal balance of Note #1. The “Note #1 Purchase Price”, therefore, shall be $15,000,000.00, computed as follows: $16,025,000.00 initial principal balance, less the Note #1 OID, less the Transaction Expense Amount. Note #2 carries an OID of $250,000.00 (the “Note #2 OID”). The “Note 2 Purchase Price” (and together with the Note #1 Purchase Price, the “Purchase Price”), therefore, shall be $10,000,000.00, computed as follows: $10,250,000.00 initial principal balance, less the Note #2 OID. For the avoidance of doubt, the Note #2 OID shall be subject to the Balance Adjustment, as described in Section 1.3 of Note #2.
Original Issue Discount; Transaction Expense Amount. The Note carries an original issue discount of $500,000.00 (the “OID”). In addition, Company agrees to pay $20,000.00 to Investor to cover Investor’s legal fees, accounting costs, due diligence, monitoring and other transaction costs incurred in connection with the purchase and sale of the Securities (the “Transaction Expense Amount”), which Transaction Expense Amount shall be paid by the Company at Closing (or the Investor may elect to withhold the Transaction Expense Amount from the Purchase Price wired to the Company). The “Purchase Price”, therefore, shall be $5,000,000.00, computed as follows: $5,500,000.00 initial principal balance, less the OID.
Original Issue Discount; Transaction Expense Amount. The First Note carries an original issue discount of $300,000.00 (the “First Note OID”). The Second Note carries an original issue discount of $200,000.00 (the “Second Note OID” and together with the First Note OID, the “OID”).In addition, Company agrees to pay $25,000.00 to Investor to cover Investor’s legal fees, accounting costs, due diligence, monitoring and other transaction costs incurred in connection with the purchase and sale of the Securities (the “Transaction Expense Amount”), all of which amount is included in the initial principal balance of the First Note. The Purchase Price, therefore, shall be $5,000,000.00, computed as follows: $5,525,000.00 initial principal balances of the Notes, less the OID, less the Transaction Expense Amount. The Initial Cash Purchase Price shall be the First Note Purchase Price less the sum of the initial principal amounts of the Investor Notes. The portions of the OID and the Transaction Expense Amount allocated to the Initial Cash Purchase Price are set forth on Exhibit B.
