Purchase and Sale of Note. Subject to the terms and conditions of this Agreement, the Seller hereby agrees to issue to the Purchaser and the Purchaser hereby agrees to acquire from the Seller a certain Convertible Promissory Note (“Note”) in the aggregate principal amount of Fifty Thousand Dollars ($50,000), a copy of which is attached hereto as Exhibit “A”.
Purchase and Sale of Note. On the Closing Date (as hereinafter defined), subject to the terms and conditions of this Agreement, the Investor hereby agrees to purchase, and the Company hereby agrees to sell and issue, a Note in the principal amount of $307,500 (the “Principal Amount”).
Purchase and Sale of Note. Upon the following terms and conditions, (a) the Company and one of its subsidiaries, Nectar Services Corp., a Delaware Corporation (“Nectar” and together with the Company, the “Issuers”) shall jointly issue and sell to the Purchasers and each of the Purchasers shall purchase from the Company, 10% bridge notes in the aggregate principal amount of one hundred eighty thousand ($180,000.00) (the “Note”). The Note shall be substantially in the form attached hereto as Exhibit B. The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Rule 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”) or Section 4(2) of the Securities Act.
Purchase and Sale of Note. The Company hereby sells, transfers, and assigns to the Investor, and the Investor hereby purchases and acquires from the Company, a Note in the principal amount of $375,000.00US (the "Purchase Price").
Purchase and Sale of Note. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees to purchase from the Company such principal amount of Notes as is set forth immediately below the Buyer’s name on the signature pages hereto (the “Purchase Price”).
Purchase and Sale of Note. Subject to the terms and conditions of this Agreement and pursuant to promissory notes in the form attached hereto as Exhibit A (each a "Note" and, collectively, the “Notes), the Investor agrees to purchase at the Closing and the Company agrees to sell and issue to the Investor at the Closing and thereafter Notes in the principal amount of at least One Hundred Thousand Dollars ($100,000) and up to a maximum of Two Hundred Fifty Thousand Dollars ($250,000) at an amount equal to the face value of the Note(s) (the "Investment"). Investor will purchase an initial Note in the minimum amount of One Hundred Thousand ($100,000) in cash at the Closing, but shall be entitled to purchase any amount in cash up to an aggregate of $250,000, such additional payments to be made no later than July 9, 2015. A separate Note will be issued to Investor immediately upon tender of additional amounts as contemplated herein. The Warrant (as defined in Section 1.2 below) includes a cashless exercise feature enabling conversion into unregistered shares (“Shares”) of common stock of VGLS based on the spread between the warrant exercise price and the then-trading value of the underlying VGLS Shares. The Note is convertible into Shares at a conversion rate equal to the lowest consecutive three-day average closing price of the Shares starting on May 7, 2014 and ending on July 7, 2014 (the “Period”), minus a ten percent (10%) discount (the “Price”). The Note will be convertible into Shares in four equal tranches (25% each) on the following dates on the quarter anniversary of the date of a given note commencing fifteen months and for each of the three succeeding quarters. With respect to the Note: (a) it bears interest at the rate of eight percent (8%) per annum, (b) any unconverted principal and interest remaining on the Note on July 8, 2016 shall be automatically converted into Shares on such date, and (c) it will not be prepayable by VGLS. Notwithstanding the foregoing, the Investor may convert all or any portion of the Notes, solely at the option of the Investor, except that the lock up restrictions remain in effect. The maturity date for all notes shall be July 9, 2016. In addition, in consideration of the execution of this Agreement, upon the advance of $100,000, the Company shall issue to Investor 50,000 shares of the Company’s Series B Preferred Stock.
Purchase and Sale of Note. Subject to all of the terms and conditions of this Agreement and in reliance on the representations and warranties set forth herein, the Company proposes to sell to Edge the Note in exchange for the consideration described in Section 2 hereof.
Purchase and Sale of Note. Subject to satisfaction of the conditions precedent set forth in Section 3.1, the Corporation agrees to issue and sell to the Purchaser, and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Purchase Agreement, the Purchaser agrees to purchase from the Corporation, the Note. The purchase by and sale to the Purchaser the Note shall take place at a closing (the “Closing”) to be held electronically or at the offices of the Corporation, after this Purchase Agreement is executed or such other date and at such time as may be mutually agreed upon by the Corporation and the Purchaser. At the Closing, the Corporation will issue and deliver the Note to the Purchaser, which Note shall be dated as of the date of this Purchase Agreement, against payment of the purchase price thereof by wire transfer, or other means of immediately available funds, such payment shall be referred as completed after the funds are released from the bank account of the Purchaser. The Purchaser shall make the payment within 15 calendar days after the Note is issued and delivered to the Purchaser.
Purchase and Sale of Note. The Company agrees to issue and sell to the Purchaser, and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, and the Purchaser agrees to purchase the Note. Such purchase and sale shall take place at a closing (the “Closing”) to be held at the offices of Gxxxxxx Procter LLP, 600 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date hereof at 12:00 p.m., New York City time, or at such other time or place as may be mutually agreed upon by the Company and the Purchaser. Subject to Section 5.11, at the Closing, the Purchaser will deliver to the Company the Principal Amount, by (i) a check payable to the Company’s order, (ii) wire transfer of funds to the Company, or (iii) any combination of the foregoing. At the Closing, the Company will issue and deliver to the Purchaser the duly executed Note in the Principal Amount.
Purchase and Sale of Note. Subject to the terms and conditions of this Agreement and pursuant to a promissory note in the form attached hereto as Exhibit A (the "Note"), the Investor agrees to purchase at the Closing and the Company agrees to sell and issue to the Investor at the Closing a Note in the principal amount of Ten Thousand Dollars ($10,000) at a price equal to one hundred percent (100%) of the principal amount thereof (the "Investment"). For clarification, this Agreement replaces and satisfies all obligations pursuant to the Investor’s Unsecured Convertible Debenture, dated August 29, 2012, including any accrued interest and penalties and default provisions thereunder , as acknowledged and agreed by Investor and Company in accordance with the March 1, 2014 Amendment to Unsecured Convertible Debenture. Both the Note and the Warrant (as defined in Section 1.2 below) include a cashless exercise feature enabling conversion into unregistered shares (“Shares”) of common stock of VGLS based on the spread between the warrant exercise price and the then-trading value of the underlying VGLS Shares. The Note is convertible into Shares at a conversion rate equal to the lowest three-day average closing price of the Shares starting on July 16, 2013 and ending on September 15, 2013 (the “Period”), minus a ten percent (10%) discount. The Note will be convertible into Shares in four equal tranches (25% each) on the following dates: December 15, 2014, March 15, 2015, June 15, 2015, and September 15, 2015. The Note carries an eight percent (8%) per annum interest, and any unconverted shares automatically convert into Shares on September 15, 2015, and will not be prepayable at any time by VGLS.
