Purchase and Sale of Note Clause Example with 684 Variations from Business Contracts
This page contains Purchase and Sale of Note clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Purchase and Sale of Note. a. Purchase 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 Note as is set forth immediately below the Buyer's name on the signature pages hereto. b. Form of Payment. On the Closing Date (as defined below), (i) the Buyer shall pay the purchase price for the Note to be issued and sold to it at the Closing (as defined below) (the "Purchase Price") by wire transfer of immediatel...y available funds to the Company, in accordance with the Company's written wiring instructions, against delivery of the Note in the principal amount equal to the Purchase Price as is set forth immediately below the Buyer's name on the signature pages hereto, and (ii) the Company shall deliver such duly executed Note on behalf of the Company, to the Buyer, against delivery of such Purchase Price. c. Closing Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section 7 below, the date and time of the issuance and sale of the Note pursuant to this Agreement (the "Closing Date") shall be 12:00 noon, Eastern Standard Time on or about , or such other mutually agreed upon time. The closing of the transactions contemplated by this Agreement (the "Closing") shall occur on the Closing Date at such location as may be agreed to by the parties.View More
Variations of a "Purchase and Sale of Note" Clause from Business Contracts
Purchase and Sale of Note. a. Purchase of Note. Note and Warrant. 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 Note as is set forth immediately below the Buyer's name on the signature pages hereto. b. Form of Payment. On the Closing Date (as defined below), (i) the Buyer shall pay the purchase price for the Note to be issued and sold to it at the Closing (as defined below) of $52,000.00 (the "Purchase Price"...) for the first tranche of $55,000.00 under the Note (the "First Tranche"), by wire transfer of immediately available funds to the Company, funds, in accordance with the Company's written wiring instructions, against delivery of the Note and First Warrant (as defined in the principal amount equal to the Purchase Price as is set forth immediately below the Buyer's name on the signature pages hereto, this Agreement), and (ii) (i) the Company shall deliver such duly executed Note and First Warrant on behalf of the Company, to the Buyer, against delivery Buyer. If the Buyer decides to pay, in their sole discretion, additional amounts (additional tranches) under the Note (with the understanding that the face amount of each tranche would be $55,000.00), as further described in the Note, then such Purchase Price. additional amounts shall be paid in accordance with the Company's written wiring instructions as well. At the time of the Buyer's funding of each tranche under the Note (with the understanding that the face amount of each tranche shall be at least $55,000.00), the Company shall issue to Buyer as a commitment fee, a common stock purchase warrant to purchase 36,666 shares of the Company's common stock (such warrant issuable upon closing of the First Tranche shall be the "First Warrant")) pursuant to the terms provided therein (the First Warrant and all additional common stock purchase warrants issuable hereunder, including now and in the future, shall be referred to, in the aggregate, as the "Warrant") (all warrants issuable hereunder shall be in the same form as the First Warrant issued in connection with the First Tranche). b. [Intentionally Omitted]. c. Closing Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section 7 below, the date and time of the issuance and sale of the Note pursuant to this Agreement (the "Closing Date") shall be 12:00 noon, 5:00 P.M., Eastern Standard Time on or about , June 2, 2020, or such other mutually agreed upon time. The closing of the transactions contemplated by this Agreement (the "Closing") shall occur on the Closing Date at such location as may be agreed to by the parties. View More
Purchase and Sale of Note. a. Purchase 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 Note as is set forth immediately below the Buyer's name on the signature pages hereto. hereto, subject to the express terms of the Note. In connection with the issuance of the Note, the Company shall issue that certain warrant to purchase _________ shares of Common Stock to Buyer (the "Warrant"). b. Form of Payment. ...On the Closing Date (as defined below), (i) Date, the Buyer shall pay the purchase price of $__________ (the "Purchase Price") for the Note to be issued and sold to it at (with the Closing (as defined below) (the "Purchase Price") understanding that Buyer shall withhold $__________ for its legal fees), by wire transfer of immediately available funds to the Company, funds, in accordance with the Company's written wiring instructions, against delivery of the Note in the principal amount equal Note, pursuant to the Purchase Price as is set forth immediately below the Buyer's name on the signature pages hereto, and (ii) the Company shall deliver such duly executed Note on behalf terms of the Company, to the Buyer, against delivery of such Purchase Price. Note. c. Closing Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section 7 below, the date and time of the issuance and sale of the Note pursuant to this Agreement (the "Closing Date") shall be 12:00 noon, 5:00 P.M., Eastern Standard Time on or about , May 1, 2017, or such other mutually agreed upon time. The closing of the transactions contemplated by this Agreement (the "Closing") shall occur on the Closing Date at such location as may be agreed to by the parties. View More
Purchase and Sale of Note. a. Purchase 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 Note as is set forth immediately below the Buyer's name on the signature pages hereto. hereto, subject to the express terms of the Note. b. Form of Payment. On the Closing Date (as defined below), (i) Date, the Buyer shall pay the purchase price for the Note Note, which is equal to be issued and sold to it at the Clo...sing (as defined below) $_________ (the "Purchase Price") by wire transfer of immediately available funds to the Company, funds, or in accordance with the Company's written wiring instructions, against delivery of the Note in the principal amount equal to the Purchase Price as is set forth immediately below the Buyer's name on the signature pages hereto, Note, and (ii) (i) the Company shall deliver such duly executed Note on behalf of the Company, to the Buyer, against delivery Buyer. The Company shall issue to the Buyer on the Closing Date, as a commitment fee, __________ (__) shares of such Purchase Price. Series A convertible preferred shares of the Company (the "Commitment Shares") (convertible into __________ shares of the Company's common stock). c. Closing Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section 7 below, the date and time of the issuance and sale of the Note pursuant to this Agreement (the "Closing Date") shall be 12:00 noon, 5:00 P.M., Eastern Standard Time on or about , November __, 2016, or such other mutually agreed upon time. The closing of the transactions contemplated by this Agreement (the "Closing") shall occur on the Closing Date at such location as may be agreed to by the parties. View More
Purchase and Sale of Note. a. Purchase 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 Note as is set forth immediately below the Buyer's name on the signature pages hereto. hereto, subject to the express terms of the Note. The Company shall issue to Buyer as a commitment fee, 400,000 shares of the Company's Common Stock (the "Initial Commitment Shares"). The Aggregate Value shall mean 400,000 multipli...ed by the closing price of the Company's common stock on the date of this Agreement (the "First Market Price"). The Second Market Price shall mean the closing price of the Company's Common Stock on the Make-Whole Date (as defined below). The Second Commitment Shares shall equal the Aggregate Value divided by the Second Market Price, multiplied by 1.5, minus the number of the Initial Commitment Shares. If the Second Market Price as calculated on the date which is thirty trading days following the six-month anniversary of the Issuance Date of the Note (the "Make-Whole Date") is lower than the First Market Price, then the Company shall within two (2) business days of the Buyer's request, issue additional the Second Commitment Shares as provided herein, however, Buyer's beneficial ownership cannot exceed 4.99% of the outstanding shares of common stock at any time (pursuant to the specific calculations of beneficial ownership as provided in the Note). The Initial Commitment Shares and the Second Commitment Shares shall collectively, in the aggregate, be referred to herein as the "Commitment Shares". Accordingly, the Second Commitment Shares, if required to be issued pursuant to this Agreement, shall be issued in accordance with such beneficial ownership limitations, and in successive tranches if required to comply with such beneficial ownership limitations (each an "Additional Tranche"). The Company shall issue each Additional Tranche within two (2) business days of the request by Buyer. b. Form of Payment. On the Closing Date (as defined below), (i) Date, the Buyer shall pay the purchase price for the Note to be issued and sold to it at the Closing (as defined below) of $250,000.00 (the "Purchase Price") the Note, by wire transfer of immediately available funds to the Company, funds, in accordance with the Company's written wiring instructions, instructions against delivery delivery, of the Note in the principal amount equal Note, pursuant to the Purchase Price as is set forth immediately below the Buyer's name on the signature pages hereto, and (ii) the Company shall deliver such duly executed Note on behalf terms of the Company, to the Buyer, against delivery of such Purchase Price. Note. c. Closing Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section 7 below, the date and time of the issuance and sale of the Note pursuant to this Agreement (the "Closing Date") shall be 12:00 noon, 5:00 P.M., Eastern Standard Time on or about , May 22, 2018, or such other mutually agreed upon time. The closing of the transactions contemplated by this Agreement (the "Closing") shall occur on the Closing Date at such location as may be agreed to by the parties. View More
Purchase and Sale of Note. a. Purchase 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 Note as is set forth immediately below the Buyer's name on the signature pages hereto. hereto, subject to the express terms of the Note. In connection with the issuance of the Note, the Company shall issue to Buyer as a commitment fee, 250,000 shares of its common stock (the "Initial Commitment Shares"). If the Secon...d Market Price (as defined below) as calculated on the date which is the earlier of (i) the date of effectiveness of a registration statement rendering the Initial Commitment Shares freely trading without restriction, and (ii) twenty trading days following the six-month anniversary of the Issuance Date of the Note (the "Make-Whole Date") is lower than the closing price of the Common Stock on the date of this Agreement (the "First Market Price"), then the Company shall within two (2) business days of the Buyer's request, issue additional shares of its Common Stock to Buyer, equal to the Aggregate Value (as defined below) divided by the Second Market Price, multiplied by 120%, minus the number of the Initial Commitment Shares (the result of which shall be referred to herein as the "Second Commitment Shares"). The Aggregate Value shall mean 250,000 multiplied by the closing price of the Company's common stock on the date of this Agreement. The Second Market Price shall mean the closing price of the Company's Common Stock on the Make-Whole Date. The Initial Commitment Shares and the Second Commitment Shares shall collectively, in the aggregate, be referred to herein as the "Commitment Shares". The Second Commitment Shares, if required to be issued pursuant to this Agreement, shall be issued as provided in this Agreement, provided, however, that in no event shall the Buyer be entitled to receive shares of common stock in excess of the amount that would result in beneficial ownership by the Buyer and its affiliates of 4.99% of the outstanding shares of common stock at that time (pursuant to the specific calculations of beneficial ownership as provided in the Note). Accordingly, the Second Shares, if required to be issued pursuant to this Agreement, shall be issued in accordance with such beneficial ownership limitations, and in successive tranches if required to comply with such beneficial ownership limitations (each an "Additional Tranche"). The Company shall issue each Additional Tranche within two (2) business days of the request by Buyer. 1 b. Form of Payment. On or around the Closing Date (as defined below), (i) the Buyer shall pay the purchase price for the Note Note, which is equal to be issued and sold to it at the Closing (as defined below) $500,000.00 (the "Purchase Price") Price"), by wire transfer of immediately available funds to the Company, funds, in accordance with the Company's written wiring instructions, against delivery of the Note in the principal amount equal to the Purchase Price as is set forth immediately below the Buyer's name on the signature pages hereto, Note, and (ii) the Company shall deliver such duly executed Note on behalf of the Company, to the Buyer, against delivery of such Purchase Price. Buyer. c. Closing Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section 7 below, the date and time of the issuance and sale of the Note pursuant to this Agreement (the "Closing Date") shall be 12:00 noon, 5:00 P.M., Eastern Standard Time on or about , December 14, 2017, or such other mutually agreed upon time. The closing of the transactions contemplated by this Agreement (the "Closing") shall occur on the Closing Date at such location as may be agreed to by the parties. View More
Purchase and Sale of Note. a. Purchase 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 Note as is set forth immediately below the Buyer's name on the signature pages hereto. In connection with the issuance of the Note, the Company shall issue a common stock purchase warrant to Buyer to purchase ________ shares of the Company's common stock (the "First Warrant") as a commitment fee upon the terms and su...bject to the limitations and conditions set forth in such First Warrant. In connection with the issuance of the Note, the Company shall issue a common stock purchase warrant to Buyer to purchase _________ shares of the Company's common stock (the "Second Warrant") as a commitment fee upon the terms and subject to the limitations and conditions set forth in such Second Warrant. In connection with the issuance of the Note, the Company shall issue a common stock purchase warrant to Buyer to purchase _________ shares of the Company's common stock (the "Third Warrant") as a commitment fee upon the terms and subject to the limitations and conditions set forth in such Third Warrant (the First Warrant, Second Warrant, and Third Warrant shall collectively be referred to herein as the "Warrants"). b. Form of Payment. On the Closing Date (as defined below), (i) the Buyer shall pay the purchase price for the Note to be issued and sold to it at the Closing (as defined below) (the "Purchase Price") by wire transfer of immediately available funds to the Company, in accordance with the Company's written wiring instructions, against delivery of the Note in the principal amount equal to the Purchase Price as is set forth immediately below the Buyer's name on the signature pages hereto, and (ii) the Company shall deliver such duly executed Note and Warrants on behalf of the Company, to the Buyer, against delivery of such Purchase Price. c. Closing Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 7 and Section 7 8 below, the date and time of the issuance and sale of the Note pursuant to this Agreement (the "Closing Date") shall be 12:00 noon, Eastern Standard Time on or about , ________, 20__, or such other mutually agreed upon time. The closing of the transactions contemplated by this Agreement (the "Closing") shall occur on the Closing Date at such location as may be agreed to by the parties. View More
Purchase and Sale of Note. a. Purchase 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 Note as is set forth immediately below the Buyer's name on the signature pages hereto. hereto, subject to the express terms of the Note. In connection with the issuance of the Note, the Company shall issue to Buyer as a commitment fee, 75,000 shares of its common stock (the "Initial Commitment Shares"). If the Second... Market Price (as defined below) as calculated on the date which is the earlier of (i) the date of effectiveness of a registration statement rendering the Initial Commitment Shares freely trading without restriction, and (ii) twenty trading days following the six-month anniversary of the Issuance Date of the Note (the "Make-Whole Date") is lower than the closing price of the Common Stock on the date of this Agreement (the "First Market Price"), then the Company shall within two (2) business days of the Buyer's request, issue additional shares of its Common Stock to Buyer, equal to the Aggregate Value (as defined below) divided by the Second Market Price, multiplied by 120%, minus the number of the Initial Commitment Shares (the result of which shall be referred to herein as the "Second Commitment Shares"). The Aggregate Value shall mean 75,000 multiplied by the closing price of the Company's common stock on the date of this Agreement. The Second Market Price shall mean the closing price of the Company's Common Stock on the Make-Whole Date. The Initial Commitment Shares and the Second Commitment Shares shall collectively, in the aggregate, be referred to herein as the "Commitment Shares". The Second Commitment Shares, if required to be issued pursuant to this Agreement, shall be issued as provided in this Agreement, provided, however, that in no event shall the Buyer be entitled to receive shares of common stock in excess of the amount that would result in beneficial ownership by the Buyer and its affiliates of 4.99% of the outstanding shares of common stock at that time (pursuant to the specific calculations of beneficial ownership as provided in the Note). Accordingly, the Second Shares, if required to be issued pursuant to this Agreement, shall be issued in accordance with such beneficial ownership limitations, and in successive tranches if required to comply with such beneficial ownership limitations (each an "Additional Tranche"). The Company shall issue each Additional Tranche within two (2) business days of the request by Buyer. b. Form of Payment. On or around the Closing Date (as defined below), (i) the Buyer shall pay the purchase price for the Note Note, which is equal to be issued and sold to it at the Closing (as defined below) $150,000.00 (the "Purchase Price") Price"), by wire transfer of immediately available funds to the Company, funds, in accordance with the Company's written wiring instructions, against delivery of the Note in the principal amount equal to the Purchase Price as is set forth immediately below the Buyer's name on the signature pages hereto, Note, and (ii) the Company shall deliver such duly executed Note on behalf of the Company, to the Buyer, against delivery of such Purchase Price. Buyer. c. Closing Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section 7 below, the date and time of the issuance and sale of the Note pursuant to this Agreement (the "Closing Date") shall be 12:00 noon, 5:00 P.M., Eastern Standard Time on or about , January 16, 2018, or such other mutually agreed upon time. The closing of the transactions contemplated by this Agreement (the "Closing") shall occur on the Closing Date at such location as may be agreed to by the parties. View More
Purchase and Sale of Note. a. Purchase 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 Note as is set forth immediately below the Buyer's name on the signature pages hereto. hereto, subject to the express terms of the Note. In connection with the funding of the First Tranche (as defined herein) of the Note, the Company shall issue to Buyer on the Closing Date, as a commitment fee, 137,500 shares of its... common stock (the "Returnable Shares"), as further provided in the Note. The Returnable Shares shall be deemed earned in full as of the Closing Date. In connection with the funding of the First Tranche of the Note, the Company shall issue 100,000 shares of the Company's common stock (the "Initial Commitment Shares") to Buyer as a commitment fee. If (i) the Second Market Price (as defined below) as calculated on December 30, 2018 (the "Make- Whole Date") is lower than the closing price of the Common Stock on July 2, 2018 1 (the "First Market Price") and (ii) the Note has not been repaid in full by September 24, 2018, then the Company shall within two (2) business days of the Buyer's request, issue additional shares of its Common Stock to Buyer, equal to 25% of the Aggregate Value (as defined below) divided by the Second Market Price, minus the number of the Initial Commitment Shares (the result of which shall be referred to herein as the "Second Commitment Shares"). The Aggregate Value shall mean 100,000 multiplied by the closing price of the Company's common stock on the date of this Agreement. The Second Market Price shall mean the closing price of the Company's Common Stock on the Make-Whole Date. The Initial Commitment Shares and the Second Commitment Shares shall collectively, in the aggregate, be referred to herein as the "Commitment Shares". The Second Commitment Shares, if required to be issued pursuant to this Agreement, shall be issued as provided in this Agreement, provided, however, that in no event shall the Buyer be entitled to receive shares of common stock in excess of the amount that would result in beneficial ownership by the Buyer and its affiliates of 4.99% of the outstanding shares of common stock at that time (pursuant to the specific calculations of beneficial ownership as provided in the Note). Accordingly, the Second Shares, if required to be issued pursuant to this Agreement, shall be issued in accordance with such beneficial ownership limitations, and in successive tranches if required to comply with such beneficial ownership limitations (each an "Additional Tranche"). The Company shall issue each Additional Tranche within two (2) business days of the request by Buyer. b. Form of Payment. On or around the Closing Date (as defined below), (i) the Buyer shall pay the purchase price for the Note to be issued and sold to it at the Closing (as defined below) of $225,000.00 (the "Purchase Price") for the first tranche of $225,000.00 under the Note (the "First Tranche"), by wire transfer of immediately available funds to the Company, funds, in accordance with the Company's written wiring instructions, against delivery of the Note in the principal amount equal to the Purchase Price as is set forth immediately below the Buyer's name on the signature pages hereto, Note, and (ii) (i) the Company shall deliver such duly executed Note on behalf of the Company, to the Buyer, against delivery of Buyer. If the Buyer decides to pay, in their sole discretion, additional amounts (additional tranches) under the Note, as further described in the Note, then such Purchase Price. additional amounts shall be paid in accordance with the Company's written wiring instructions as well. c. Closing Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 7 and Section 7 8 below, the date and time of the issuance and sale of the First Tranche of the Note pursuant to this Agreement (the "Closing Date") shall be 12:00 noon, Eastern Standard Time on or about , July 2, 2018, or such other mutually agreed upon time. The closing of the transactions contemplated by this Agreement (the "Closing") shall occur on the Closing Date at such location as may be agreed to by the parties. View More
Purchase and Sale of Note. a. Purchase 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 Note as is set forth immediately below the Buyer's name on the signature pages hereto. b. Form of Payment. On the Closing Date (as defined below), (i) the Buyer shall pay the purchase price for the Note to be issued and sold to it at the Closing (as defined below) of $55,000.00 (the "Purchase Price") for the first tr...anche of $55,000.00 under the Note (the "First Tranche"), by wire transfer of immediately available funds to the Company, funds, in accordance with the Company's written wiring instructions, against delivery of the Note in the principal amount equal to the Purchase Price as is set forth immediately below the Buyer's name on the signature pages hereto, Note, and (ii) (i) the Company shall deliver such duly executed Note and Warrant on behalf of the Company, to the Buyer, against delivery Buyer. If the Buyer decides to pay, in their sole discretion, additional amounts (additional tranches) under the Note, as further described in the Note, then such additional amounts shall be paid in accordance with the Company's written wiring instructions as well. At the time of such Purchase Price. the Buyer's funding of each tranche under the Note, the Company shall issue to Buyer as a commitment fee, a common stock purchase warrant to purchase an amount of shares of its common stock equal to the face value of each respective tranche divided by $0.05 (for illustrative purposes, the first tranche face value is equal to $55,000.00, which resulted in the issuance of a warrant to purchase 1,100,000 shares of the Company's common stock) pursuant to the terms provided therein (all warrants issuable hereunder, including now and in the future, shall be referred to, in the aggregate, as the "Warrant"). 1 b. [Intentionally Omitted]. c. Closing Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 7 and Section 7 8 below, the date and time of the issuance and sale of the Note pursuant to this Agreement (the "Closing Date") shall be 12:00 noon, Eastern Standard Time on or about , March 15, 2019, or such other mutually agreed upon time. The closing of the transactions contemplated by this Agreement (the "Closing") shall occur on the Closing Date at such location as may be agreed to by the parties. View More
Purchase and Sale of Note. a. Purchase of Note. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer Buyer, and the Buyer agrees to purchase from the Company such principal amount Company, the Note, as further provided herein. As used in this Agreement, the term "business day" shall mean any day other than a Saturday, Sunday, or a day on which commercial banks in the city of Note as is set forth immediately below the Buyer's name on the signature pages hereto. New York, New York are author...ized or required by law or executive order to remain closed. b. Form of Payment. On the Closing Date (as defined below), Date: (i) the Buyer shall pay the purchase price of $333,000.00 (the "Purchase Price") for the Note Note, to be issued and sold to it at the Closing (as defined below) (the "Purchase Price") below), by wire transfer of immediately available funds to the Company, in accordance with the Company's written wiring instructions, against delivery of the Note in the principal amount equal to the Purchase Price as is set forth immediately below the Buyer's name on the signature pages hereto, Note, and (ii) the Company shall deliver such duly executed Note and Warrants on behalf of the Company, to the Buyer, against delivery of such Purchase Price. On the Closing, the Buyer shall withhold a non-accountable sum of $5,000.00 from the Purchase Price to cover the Buyer's legal fees in connection with the transactions contemplated by this Agreement. c. Closing Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section 7 below, the date and time of the issuance and sale of the Note pursuant to this Agreement (the "Closing Date") shall be 12:00 noon, Eastern Standard Time on or about , or such other mutually agreed upon time. the date that the Purchase Price for the Note is paid by Buyer pursuant to terms of this Agreement. d. Closing. The closing of the transactions contemplated by this Agreement (the "Closing") shall occur on the Closing Date at such location as may be agreed to by the parties. parties (including via exchange of electronic signatures). 1 e. Warrants; Commitment Shares. On or before the Closing Date, the Company shall issue a common stock purchase warrant to Buyer to purchase 15,000,000 shares of the Company's common stock (the "First Warrant") upon the terms and subject to the limitations and conditions set forth in such First Warrant. On or before the Closing Date, the Company shall issue a common stock purchase warrant to Buyer to purchase 2,000,000 shares of the Company's common stock (the "Second Warrant") upon the terms and subject to the limitations and conditions set forth in such Second Warrant. On or before the Closing Date, the Company shall issue a common stock purchase warrant to Buyer to purchase 1,000,000 shares of the Company's common stock (the "Third Warrant") upon the terms and subject to the limitations and conditions set forth in such Third Warrant. On or before the Closing Date, the Company shall issue a common stock purchase warrant to Buyer to purchase 1,000,000 shares of the Company's common stock (the "Fourth Warrant") upon the terms and subject to the limitations and conditions set forth in such Fourth Warrant. The First Warrant, Second Warrant, Third Warrant, and Fourth Warrant shall collectively be referred to herein as the "Warrants". On or before the Closing Date, the Company shall issue 4,920,000 shares of the Company's common stock (the "Commitment Shares") to the Buyer, which shall be earned in full as of the Closing Date. View More
