Purchase and Sale of Note Contract Clauses (1,780)

Purchase and Sale of Note. (a) Sale and Issuance of the Note. The Subscriber, intending to be legally bound, hereby irrevocably subscribes for and agrees to purchase, at the Closing (defined below), the Note at 100% of the principal amount set forth on the first page of such Note (the "Purchase Price"). This subscription is submitted to the Company in accordance with and subject to the terms and conditions described in this Agreement. The Subscriber's obligations hereunder are several and not joint obligations, and no Sub...scriber shall have any liability to any person or entity ("Person") for the performance or non-performance of any obligation by any other Subscriber hereunder. (b) Subscription Proceeds. All subscription proceeds received upon acceptance of the subscription by the Company at the Closing shall be deposited directly into the Company's operating account. Following payment by the Company of its costs and expenses such funds will be used by the Company for general working capital purposes. (c) Payment. Payment of the Purchase Price shall be due and payable upon execution and delivery of this Agreement by the Subscriber to the Company, directly to a bank account noticed by the Company to the Subscriber prior to the Closing Date. La Rosa Holdings Corp. Convertible Note Purchase Agreement 1 (d) Acknowledgement. By executing this Agreement, the Subscriber acknowledges that: (i) the Subscriber: (A) is a sophisticated investor, who is able to financially afford the loss of its entire investment, (B) has performed its own due diligence of the Company, its management and this Offering; (C) has been informed of various matters, and has had the opportunity to ask Company management questions, relating to the Company, its business, management, financial condition, and prospects, including but not limited to, this Agreement and the Note (together, the "Offering Documents") to its satisfaction; (ii) the Subscriber is an "accredited investor" as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act; (iii) the Subscriber is not and has not been the subject of any "bad actor disqualifying event," as described in Rule 506(d) of Regulation D; and (iv) the Subscriber has relied upon its own determination and the advice of its legal counsel, accountants, financial and tax advisers and other "purchaser representatives" regarding its decision to purchase the Note, and not on the Company or any placement agent or any counsel or representative thereof. (e) Mandatory Conversion. Prior to the Maturity Date, the Note shall convert automatically, without the need for action on the part of any party, into shares of the Company's Common Stock on the date of the closing of the Company's initial public offering of its Common Stock pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission ("IPO") at a price per share equal to the IPO share purchase price to the public multiplied by 0.80 ("Mandatory Conversion Price"). Shares that are issued pursuant to this Sections 1(e) are referred to herein as the "Conversion Shares." (f) Closing; Delivery. The sale of the Note by the Company to the Subscriber shall occur at one or more closings of the Offering on a date or dates selected by the Company after the satisfaction of all conditions to its obligation to close as set forth in Section 5, provided that any such closing date shall not exceed ten (10) days after all conditions to the Company's obligations to close have been satisfied, unless the Company rejects the subscription in whole or in part by written notice to the Subscriber and the return of the Subscriber's Purchase Price payment (without deduction and without interest) within such time period (each a "Closing" and the date of such Closing, the "Closing Date"). Closing on the sale of the Note shall be consummated on such date as the Company accepts the Subscriber's offer to purchase the Note as evidenced by the Company's counter-execution of the signature page to this Agreement. The Company shall, promptly thereafter, deliver to the Subscriber: (A) the fully executed Agreement, and (B) a fully executed Note. View More

Purchase and Sale of Note. In exchange for the Consideration paid by each Purchaser, the Company will sell and issue to such Purchaser one or more Notes. The Consideration for each Note will be equal to the principal amount of such Note, as set forth opposite such Purchaser's name on the Schedule of Purchasers.

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 the Note, subject to the express terms of the Note and this Agreement as the case may be. b. Form of Payment. On the Closing Date, the Buyer shall pay the purchase price for the initial tranche of $250,000.00 (the "Purchase Price") for the Note, by wire transfer of immediately available funds, in accordance with the Company's written wiring ...instructions, against delivery of the Note, the Warrants, and the Company shall deliver such duly executed Note and the Warrants on behalf of the Company, to the 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 4:00 PM, Eastern Time on the date first written above, or such other mutually agreed upon time. 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 (including via exchange of electronic signatures). The closing of each subsequent tranche shall be a Closing, and such date of each subsequent Closing, a Closing Date as defined herein. e. Subsequent Tranches. If the Company has a Registration Statement declared effective within seventy-five (75) days of the Initial Closing, the Buyer shall purchase additional tranches of the Note up to the lesser of (i) $272,500.00 of principal; or (ii) the amount that the Buyer can purchase and include in the Registration Statement. Under no circumstances shall the principal amount purchased under all tranches (including the initial tranche) exceed $545,000.00. However, if the Registration Statement prohibits, or otherwise limits, the ability of the Buyer to sell any of the Securities thereunder, at the prevailing market price (each or any, a "Price Restriction"), the obligation of the Buyer to purchase a subsequent tranche or tranches shall not be triggered. Further, the registration obligations of the Company under this Agreement, the Note, the Warrants, the Registration Rights Agreement, or any other document connected herewith and therewith, obligating the Company to register any of the Securities shall not be satisfied if any Price Restriction in the Registration Statement exists. 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 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 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 on behalf of the Company, to the Buyer, against delivery of such Purchase Price. c. The date and time of the first issuance and sale of the Note pursuant to this Agreement (the "Closing Date"): Note Type Issue Date Cash Funding Date $94,500 front End (Note 1) January 24, 2017 January 24, 2017 $94,500 back end (Note 2) January 24, 2017 July 24, 2017 $26,000 front end 2 (Note 3) February 24, 2017 February 24, 2017 $26,000 back end 2 (Note 4) February 24, 2016 August 24, 2017 $26,000 front end 3 (Note 5) March 24, 2017 March 24, 2017 $26,000 back end 3 (Note 6) March 24, 2016 September 24, 2017 $26,000 front end 4 (Note 7) April 24, 2017 April 24, 2017 $26,000 back end 4 (Note 8) April 24, 2016 October 24, 2017 $26,000 front end 5 (Note 9) May 24, 2017 May 24, 2017 $26,000 back end 5 (Note 10) May 24, 2016 November 24, 2017 The Closing of each Note, shall be contingent on the following conditions: (i) the Company must be current in its filings, (ii) the Company must have a "bid" price for its stock, (iii) the Company must have reserve available equal to 4x the discounted value of each front end note at the time of funding and 3x the discounted value of each back end note and (iv) the Company must have maintained aggregate trading volume of at least $45,000 at all times as measured over 5 consecutive trading days. View More

Purchase and Sale of Note. (a) Purchase of Notes. Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, each Buyer agrees, severally and not jointly, to purchase at Closing (as defined below), and the Company agrees to sell and issue to each Buyer, severally and not jointly, at Closing, Notes in principal amounts set forth on the Buyer Omnibus Signature Page, attached hereto as Annex A, for each Buyer affixed hereto. The Notes shall be substantially in the form attached as Exhibit B to thi...s Agreement. Upon Buyer's execution of this Agreement on the Buyer Omnibus Signature Page and Buyer's completion of the Accredited Investor Certification, the Investor Profile, the Anti-Money Laundering Information Form and if applicable, the Wire Transfer Authorization (each attached hereto) by a Buyer, the Buyer shall wire transfer the Subscription Amount set forth on its Buyer Omnibus Signature Page, in same-day funds, in accordance with the instructions set forth immediately below, which Subscription Amount shall be held in escrow pursuant to the terms of the Escrow Agreement and disbursed in accordance therewith. 2 Wire Instructions Account Name: Gottbetter & Partners, LLP Attorney Trust Account Number: 9998176923 Routing Number: 021000089 Swift Code: CITIUS33 Bank Name and Address: Citibank, N.A. 330 Madison Ave., New York, NY 10017 Reference: Placer Del Mar, Ltd. – "[insert Subscriber's name]" Escrow Agent Contact: Andrea I. Nathanson; (212) 400-6900; ain@gottbetter.com (b) Closing Date. The initial closing of the purchase and sale of the Notes (the "Closing") shall take place at 10:00 a.m. New York time on or before the fifth (5th) business day following the satisfaction of the conditions to the Closing set forth herein and in Sections 5 and 6 below (or such later date as is mutually agreed to by the Company and the Buyer(s)). There may be multiple Closings until such time as subscriptions for the sale of the Notes up to the Maximum Amount are accepted (the date of any such Closing is hereinafter referred to as a "Closing Date"). Each Closing shall occur on a Closing Date at the offices of Gottbetter & Partners, LLP, 488 Madison Avenue, 12th Floor, New York, New York 10022 (or such other place as is mutually agreed to by the Company and the Buyer(s)). (c) Escrow Arrangements; Form of Payment. Upon execution hereof by the Buyer and pending the Closing, the Purchase Price shall be deposited in a non-interest bearing escrow account with Gottbetter & Partners, LLP, as escrow agent (the "Escrow Agent"), pursuant to the terms of the Escrow Agreement. Subject to the satisfaction of the terms and conditions of this Agreement (i) on the Closing Date, the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement the Purchase Price for the Notes to be issued and sold to the Buyer(s) on such Closing Date, and (ii) promptly after the Closing Date, the Company shall deliver to the Buyer(s), the Notes, duly executed on behalf of the Company. (d) Acceptance of Subscriptions. The Buyer understands and agrees that the Company, in its sole and absolute discretion, reserves the right to accept or reject this or any other subscription for the Notes, in whole or in part, notwithstanding prior receipt by the Buyer of notice of acceptance of this subscription. If the subscription is rejected in whole or the offering of the Notes is terminated, all funds received by the Escrow Agent from the Buyer will be promptly returned without interest or offset, and this subscription shall thereafter be of no further force or effect. If this subscription is rejected in part, the funds for the rejected portion of this subscription will be returned without interest or offset, and this subscription will continue in full force and effect to the extend this subscription was accepted. 3 (e) Bridge Warrants. Provided the Merger and the Minimum PIPE have closed, the Company shall issue to each Buyer Bridge Warrants to purchase a number of shares of Pubco Common Stock equal to one hundred percent (100%) of the number of shares of Pubco Common Stock comprising the Conversion Units, exercisable at a price of $0.35 per share, exercisable for two (2) years from the closing of the Merger. The Bridge Warrants will have weighted average anti-dilution protection. The Bridge Warrants shall be substantially in the form attached as Exhibit C to this Agreement. View More

Purchase and Sale of Note. 1.1 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. 1.2 Purchase and Sale of Warrant. Subject to the terms and conditions of this Agreement, the Investor agrees to purchase and the Company agrees to sell and issue to the Investor at the Closing, a warrant in the form attached hereto as Exhibit B (the "Warrant") to purchase shares of a series of the Company's Common Stock. In addition to the Notes, Investor will receive warrant coverage ("Warrants") for 40,000 Shares at $0.45 per Share, which includes a cashless exercise feature. The Warrants will be exercisable on any date from and including the four-year anniversary of the date of this Agreement and the five-year anniversary thereof. 1.3 Closing. (a) The purchase and sale of the Note and Warrant shall take place at the offices of Investor at 10:00 A.M. between March 1, 2014 and March 31, 2014, or at such other time and place as the Company and the Investor may determine (the "Closing"). 1 (b) At the Closing, the Company shall deliver to the Investor a Note representing the principal amount as is prescribed in Section 1.1 above and the Investor shall cause to be delivered to the Company a wire transfer to the Company's order in the aggregate amount of the principal amount of the Investment as is prescribed in Section 1.1 above. View More

Purchase and Sale of Note. Prior to the date of this Agreement and pursuant to the Prior Agreement (i) the Issuer has issued and sold to VML, and VML has purchased from the Issuer, Notes in an aggregate principal amount of $73,000,000, (ii) the Issuer has issued and sold to the Cyrus Parties, and the Cyrus Parties have purchased from the Issuer, Notes in an aggregate principal amount of $15,000,000, and (iii) in accordance with Section 11, VML has assigned to VAHG Notes in an aggregate principal amount of $73,000,000. All... Notes issued pursuant to the Prior Agreement shall constitute "Notes" for the purposes of this Agreement, and shall have all of the rights, entitlement and benefits of this Agreement. View More

Purchase and Sale of Note. a. Purchase of Note. On each Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees to purchase from the Company such the Note in the principal amount of $605,000.00 (which includes the OID of $90,000.00) as is set forth immediately below the Buyer's name on the signature pages hereto. ______ Company Initials b. Form of Payment. On the Closing Date (as defined below), (i) the Buyer shall pay $605,000.00 (less the $90,000.00 OID and less $15,000.00 in ...legal fees) (the "Purchase Price") for the Note to be issued and sold to it at the Closing (as defined 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, 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. The date and time of the first issuance and sale of the Note pursuant to this Agreement (the "Closing Date") shall be on or about January 9, 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