Purchase and Sale of Securities Clause Example with 73 Variations from Business Contracts

Purchase and Sale of Securities. 1.1. Purchase of Securities. On the Closing Date (as defined below), Company shall issue and sell to Investor and Investor shall agrees to purchase from Company the Note. Note and the Warrant. In consideration thereof, Investor shall pay (i) the amount designated as the initial cash purchase price on Investor's signature page to this Agreement (the "Initial Cash Purchase Price"), and (ii) issue to Company the Investor Notes (the sum of the initial principal amount of the Investor Notes, together... with the Initial Cash Purchase Price, the "Purchase Price"). The Purchase Price and the OID (as defined below) herein) are allocated to Company. the Tranches (as defined in the Note) of the Note and to the Warrant as set forth in the table attached hereto as Exhibit C. 1.2. Form of Payment. On the Closing Date (as defined below), Date, (i) Investor shall pay the Purchase Price to Company via by delivering the following at the Closing (as defined below): (A) the Initial Cash Purchase Price, which shall be delivered by wire transfer of immediately available funds to Company, in accordance with Company's written wiring instructions, (B) Investor Note #1 in the principal amount of $50,000.00 duly executed and substantially in the form attached hereto as Exhibit D ("Investor Note #1"); (C) Investor Note #2 in the principal amount of $50,000.00 duly executed and substantially in the form attached hereto as Exhibit D ("Investor Note #2"); (D) Investor Note #3 in the principal amount of $50,000.00 duly executed and substantially in the form attached hereto as Exhibit D ("Investor Note #3"); (E) Investor Note #4 in the principal amount of $50,000.00 duly executed and substantially in the form attached hereto as Exhibit D ("Investor Note #4"); and (F) Investor Note #5 in the principal amount of $50,000.00 duly executed and substantially in the form attached hereto as Exhibit D ("Investor Note #5", and together with Investor Note #1, Investor Note #2, Investor Note #3, and Investor Note #4, the "Investor Notes"); and (ii) Company shall deliver the duly executed Note and Warrant on behalf of Company, to Investor, against delivery of the Note. such Purchase Price. 1.3. Closing Date. Subject to the satisfaction (or written waiver) of the conditions set forth in Section 5 and Section 6 below, the date and time of the issuance and sale of the Note Securities pursuant to this Agreement (the "Closing Date") shall be May 29, 2019, 5:00 p.m., Eastern Time on or another about April 28, 2014, or such other mutually agreed upon date. time. The closing of the transactions contemplated by this Agreement (the "Closing") shall occur on the Closing Date by means of the exchange by email of signed .pdf documents, but shall be deemed for all purposes to have occurred at the offices of Hansen Black Anderson Ashcraft PLLC in Lehi, Utah. Investor unless otherwise agreed upon by the parties. 1.4. Collateral for the Note. The Note shall be unsecured. secured by the collateral set forth in that certain Security Agreement attached hereto as Exhibit E listing all of the Investor Notes as security for Company's obligations under the Transaction Documents (the "Security Agreement"). 1.5. Collateral for Investor Notes. Initially, none of the Investor Notes will be secured, but all or any of the Investor Notes may become secured subsequent to the Closing by such collateral and at such time as determined by Investor in its sole discretion. In the event Investor desires to secure any of the Investor Notes, Company shall timely execute any and all amendments and documents and take such other measures requested by Investor that are necessary or advisable in order to properly secure the applicable Investor Note(s). 1.6. Original Issue Discount; Transaction Expense Amount. Expenses. The Note carries an original issue discount of $10,000.00 $50,000.00 (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 Securities, $2,500.00 of which amount was previously paid to Investor and $2,500.00 (the "Transaction "Carried Transaction Expense Amount"), all Amount") of which amount is included in the initial principal balance of the Note. The "Purchase Price", Purchase Price, therefore, shall be $100,000.00, $500,000.00, computed as follows: $115,000.00 initial $552,500.00 original principal balance, less the OID, less the Carried Transaction Expense Amount. 1 2. Investor's Representations and Warranties. Investor represents and warrants to Company that as The Initial Cash Purchase Price shall be the Purchase Price less the sum of the Closing Date: (i) this Agreement has been duly and validly authorized; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; and (iii) Investor is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D initial principal amounts of the 1933 Act. Investor Notes. View More

Purchase and Sale of Securities. 1.1. Purchase of Securities. Company shall issue and sell to Investor and Investor shall agrees to purchase from Company the Note. In consideration thereof, Investor shall pay (i) the amount designated as the initial cash purchase price on Investor's signature page to this Agreement (the "Initial Cash Purchase Price Price"), and (ii) issue to Company the Investor Notes (the sum of the initial principal amount of the Investor Notes, together with the Initial Cash Purchase Price, the "Purchase Pri...ce"). The Purchase Price, the OID (as defined below), and the Transaction Expense Amount (as defined below) are allocated to Company. the Tranches (as defined in the Note) of the Note as set forth in the table attached hereto as Exhibit B. 1.2. Form of Payment. On the Closing Date (as defined below), Date, (i) Investor shall pay the Purchase Price to Company via by delivering the following at the Closing: (A) the Initial Cash Purchase Price, which shall be delivered by wire transfer of immediately available funds to Company, in accordance with Company's written wiring instructions; (B) Investor Note #1 in the principal amount of $220,000.00 duly executed and substantially in the form attached hereto as Exhibit C ("Investor Note #1"); (C) Investor Note #2 in the principal amount of $220,000.00 duly executed and substantially in the form attached hereto as Exhibit C ("Investor Note #2"); (D) Investor Note #3 in the principal amount of $220,000.00 duly executed and substantially in the form attached hereto as Exhibit C ("Investor Note #3"); and (E) Investor Note #4 in the principal amount of $220,000.00 duly executed and substantially in the form attached hereto as Exhibit C ("Investor Note #4", and together with Investor Note #1, Investor Note #2 and Investor Note #3, the "Investor Notes"); and (ii) Company shall deliver the duly executed Note on behalf of Company, to Investor, against delivery of the Note. such Purchase Price. 1 1.3. Closing Date. Subject to the satisfaction (or written waiver) of the conditions set forth in Section 5 and Section 6 below, the date and time of the issuance and sale of the Note Securities pursuant to this Agreement (the "Closing Date") shall be May 29, 2019, 5:00 p.m., Eastern Time on or another about August 20, 2015, or such other mutually agreed upon date. time. The closing of the transactions contemplated by this Agreement (the "Closing") shall occur on the Closing Date by means of the exchange by express courier and email of signed .pdf documents, but shall be deemed for all purposes to have occurred at the offices of Hansen Black Anderson Ashcraft PLLC in Lehi, Utah. 1.4. Collateral for the Note. The Note shall be unsecured. secured by the collateral set forth in that certain Security Agreement attached hereto as Exhibit D listing the Investor Notes as security for Company's obligations under the Transaction Documents (the "Security Agreement"). 1.5. Collateral for Investor Notes. Initially, none of the Investor Notes will be secured, but all or any of the Investor Notes may become secured subsequent to the Closing by such collateral and at such time as determined by Investor in its sole discretion. In the event Investor desires to secure any of the Investor Notes, Company shall timely execute any and all amendments and documents and take such other measures requested by Investor that are necessary or advisable in order to properly secure the applicable Investor Notes. 1.6. Original Issue Discount; Transaction Expense Amount. Expenses. The Note carries an original issue discount of $10,000.00 $110,000.00 (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", Purchase Price, therefore, shall be $100,000.00, $1,100,000.00, computed as follows: $115,000.00 initial $1,215,000.00 original principal balance, less the OID, less the Transaction Expense Amount. 1 2. Investor's Representations and Warranties. Investor represents and warrants to Company that as The Initial Cash Purchase Price shall be the Purchase Price less the sum of the Closing Date: (i) this Agreement has been duly and validly authorized; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; and (iii) Investor is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D initial principal amounts of the 1933 Act. 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. View More

Purchase and Sale of Securities. 1.1. Purchase of Securities. Company shall issue and sell to Investor and Investor shall agrees to purchase from Company the Note. In consideration thereof, Investor shall pay (i) the amount designated as the initial cash purchase price on the signature page to this Agreement (the "Initial Cash Purchase Price Price"), and (ii) issue to Company the Investor Notes (the sum of the initial principal amounts of the Investor Notes, together with the Initial Cash Purchase Price, the "Purchase Price"). ...The Purchase Price, the OID (as defined below), and the Transaction Expense Amount (as defined below) are allocated to Company. the Tranches (as defined in the Note) of the Note as set forth in the table attached hereto as Exhibit B. 1.2. Form of Payment. On the Closing Date (as defined below), Date, (i) Investor shall pay the Purchase Price to Company via by delivering the following at the Closing: (A) the Initial Cash Purchase Price, which shall be delivered by wire transfer of immediately available funds to Company, in accordance with Company's written wiring instructions; (B) Investor Note #1 in the principal amount of $200,000.00 duly executed and substantially in the form attached hereto as Exhibit C ("Investor Note #1"); (C) Investor Note #2 in the principal amount of $200,000.00 duly executed and substantially in the form attached hereto as Exhibit C ("Investor Note #2"); (D) Investor Note #3 in the principal amount of $200,000.00 duly executed and substantially in the form attached hereto as Exhibit C ("Investor Note #3"); and (E) Investor Note #4 in the principal amount of $200,000.00 duly executed and substantially in the form attached hereto as Exhibit C ("Investor Note #4", and together with Investor Note #1, Investor Note #2, and Investor Note #3, the "Investor Notes"); and (ii) Company shall deliver the duly executed Note on behalf of Company, to Investor, against delivery of the Note. such Purchase Price. 1.3. Closing Date. Subject to the satisfaction (or written waiver) of the conditions set forth in Section 5 and Section 6 below, the date of the issuance and sale of the Note Securities pursuant to this Agreement (the "Closing Date") shall be May 29, 2019, December 20, 2017, or another such other mutually agreed upon date. The closing of the transactions contemplated by this Agreement (the "Closing") shall occur on the Closing Date by means of the exchange by email of signed .pdf documents, but shall be deemed for all purposes to have occurred at the offices of Hansen Black Anderson Ashcraft PLLC in Lehi, Utah. 1.4. Collateral for the Note. The Note shall not be unsecured. secured. 1.5. Collateral for Investor Notes. Initially, none of the Investor Notes will be secured, but all or any of the Investor Notes may become secured subsequent to the Closing by such collateral and at such time as determined by Investor in its sole discretion. In the event Investor desires to secure any of the Investor Notes, Company shall timely execute any and all amendments and documents and take such other measures requested by Investor that are necessary or advisable in order to properly secure the applicable Investor Notes. 1.6. Original Issue Discount; Transaction Expense Amount. The Note carries an original issue discount of $10,000.00 $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", Purchase Price, therefore, shall be $100,000.00, $1,000,000.00, computed as follows: $115,000.00 $1,105,000.00 initial principal balance, less the OID, less the Transaction Expense Amount. 1 2. Investor's Representations and Warranties. Investor represents and warrants to Company that as The Initial Cash Purchase Price shall be the Purchase Price less the sum of the Closing Date: (i) this Agreement has been duly and validly authorized; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; and (iii) Investor is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D initial principal amounts of the 1933 Act. 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. View More

Purchase and Sale of Securities. 1.1. Purchase of Securities. Company shall issue and sell to Investor and Investor shall agrees to purchase from Company the Note. Note and the Warrant. In consideration thereof, Investor shall pay (i) the amount designated as the initial cash purchase price on Investor's signature page to this Agreement (the "Initial Cash Purchase Price"), and (ii) issue to Company the Investor Notes (the sum of the initial principal amount of the Investor Notes, together with the Initial Cash Purchase Price, t...he "Purchase Price"). The Purchase Price and the OID (as defined below) herein) are allocated to Company. the Tranches (as defined in the Note) of the Note and to the Warrant as set forth in the table attached hereto as Exhibit C. 1.2. Form of Payment. On the Closing Date (as defined below), Date, (i) Investor shall pay the Purchase Price to Company via by delivering the following at the Closing: (A) the Initial Cash Purchase Price, which shall be delivered by wire transfer of immediately available funds to Company, in accordance with Company's written wiring instructions; (B) Investor Note #1 in the principal amount of $37,500.00 duly executed and substantially in the form attached hereto as Exhibit D ("Investor Note #1"); (C) Investor Note #2 in the principal amount of $37,500.00 duly executed and substantially in the form attached hereto as Exhibit D ("Investor Note #2"); (D) Investor Note #3 in the principal amount of $37,500.00 duly executed and substantially in the form attached hereto as Exhibit D ("Investor Note #3"); and (E) Investor Note #4 in the principal amount of $37,500.00 duly executed and substantially in the form attached hereto as Exhibit D ("Investor Note #4", and together with Investor Note #1, Investor Note #2 and Investor Note #3, the "Investor Notes"); and (ii) Company shall deliver the duly executed Note and Warrant on behalf of Company, to Investor, against delivery of the Note. such Purchase Price. 1.3. Closing Date. Subject to the satisfaction (or written waiver) of the conditions set forth in Section 5 and Section 6 below, the date and time of the issuance and sale of the Note Securities pursuant to this Agreement (the "Closing Date") shall be May 29, 2019, 5:00 p.m., Eastern Time on or another about July 16, 2014, or such other mutually agreed upon date. time. The closing of the transactions contemplated by this Agreement (the "Closing") shall occur on the Closing Date by means of the exchange by email of signed .pdf documents, but shall be deemed for all purposes to have occurred at the offices of Hansen Black Anderson Ashcraft PLLC in Lehi, Utah. Investor unless otherwise agreed upon by the parties. 1.4. Collateral for the Note. The Note shall be unsecured. secured by the collateral set forth in that certain Security Agreement attached hereto as Exhibit E listing all of the Investor Notes as security for Company's obligations under the Transaction Documents (the "Security Agreement"). 1.5. Collateral for Investor Notes. Initially, none of the Investor Notes will be secured, but all or any of the Investor Notes may become secured subsequent to the Closing by such collateral and at such time as determined by Investor in its sole discretion. In the event Investor desires to secure any of the Investor Notes, Company shall timely execute any and all amendments and documents and take such other measures requested by Investor that are necessary or advisable in order to properly secure the applicable Investor Notes. 1.6. Original Issue Discount; Transaction Expense Amount. Expenses. The Note carries an original issue discount of $10,000.00 $25,000.00 (the "OID"). In addition, Company agrees to pay $5,000.00 $4,000.00 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 this Note. The "Purchase Price", Purchase Price, therefore, shall be $100,000.00, $250,000.00, computed as follows: $115,000.00 initial $279,000.00 original principal balance, less the OID, less the Transaction Expense Amount. 1 The Initial Cash Purchase Price shall be the Purchase Price less the sum of the initial principal amounts of the Investor Notes. The OID and the Transaction Expense Amount allocated to the Initial Cash Purchase Price are set forth on Exhibit C. 2. Investor's Representations and Warranties. Investor represents and warrants to Company that as of the Closing Date: that: (i) this Agreement has been duly and validly authorized; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; and (iii) Investor is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D of the 1933 Act. Act, and (iv) this Agreement and the Investor Notes have been duly executed and delivered on behalf of Investor. View More

Purchase and Sale of Securities. 1.1. Purchase of Securities. Company shall issue and sell to Investor and Investor shall agrees to purchase from Company the Note. In consideration thereof, Investor shall pay (i) the amount designated as the initial cash purchase price on Investor's signature page to this Agreement (the "Initial Cash Purchase Price Price"), and (ii) issue to Company the Investor Notes (the sum of the initial principal amount of the Investor Notes, together with the Initial Cash Purchase Price, the "Purchase Pri...ce"). The Purchase Price, the OID (as defined below), and the Transaction Expense Amount (as defined below) are allocated to Company. the Tranches (as defined in the Note) of the Note as set forth in the table attached hereto as Exhibit B. 1.2. Form of Payment. On the Closing Date (as defined below), Date, (i) Investor shall pay the Purchase Price to Company via by delivering the following at the Closing: (A) the Initial Cash Purchase Price, which shall be delivered by wire transfer of immediately available funds to Company, in accordance with Company's written wiring instructions; (B) Investor Note #1 in the principal amount of $50,000.00 duly executed and substantially in the form attached hereto as Exhibit C ("Investor Note #1"); (C) Investor Note #2 in the principal amount of $50,000.00 duly executed and substantially in the form attached hereto as Exhibit C ("Investor Note #2"); and (D) Investor Note #3 in the principal amount of $50,000.00 duly executed and substantially in the form attached hereto as Exhibit C ("Investor Note #3", and together with Investor Note #1 and Investor Note #2, the "Investor Notes"); and (ii) Company shall deliver the duly executed Note on behalf of Company, to Investor, against delivery of the Note. such Purchase Price. 1.3. Closing Date. Subject to the satisfaction (or written waiver) of the conditions set forth in Section 5 and Section 6 below, the date and time of the issuance and sale of the Note Securities pursuant to this Agreement (the "Closing Date") shall be May 29, 2019, 5:00 p.m., Eastern Time on or another about July 7, 2015, or such other mutually agreed upon date. time. The closing of the transactions contemplated by this Agreement (the "Closing") shall occur on the Closing Date by means of the exchange by express courier and email of signed .pdf documents, but shall be deemed for all purposes to have occurred at the offices of Hansen Black Anderson Ashcraft PLLC in Lehi, Utah. 1.4. Collateral for the Note. The Note shall be unsecured. secured by the collateral set forth in that certain Security Agreement attached hereto as Exhibit D listing the Investor Notes as security for Company's obligations under the Transaction Documents (the "Security Agreement"). 1 1.5. Collateral for Investor Notes. Initially, none of the Investor Notes will be secured, but all or any of the Investor Notes may become secured subsequent to the Closing by such collateral and at such time as determined by Investor in its sole discretion. In the event Investor desires to secure any of the Investor Notes, Company shall timely execute any and all amendments and documents and take such other measures requested by Investor that are necessary or advisable in order to properly secure the applicable Investor Notes. 1.6. Original Issue Discount; Transaction Expense Amount. Expenses. The Note carries an original issue discount of $10,000.00 $22,500.00 (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", Purchase Price, therefore, shall be $100,000.00, $225,000.00, computed as follows: $115,000.00 initial $252,500.00 original principal balance, less the OID, less the Transaction Expense Amount. 1 2. Investor's Representations and Warranties. Investor represents and warrants to Company that as The Initial Cash Purchase Price shall be the Purchase Price less the sum of the Closing Date: (i) this Agreement has been duly and validly authorized; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; and (iii) Investor is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D initial principal amounts of the 1933 Act. 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. View More

Purchase and Sale of Securities. 1.1. Purchase of Securities. Company shall issue and sell to Investor and Investor shall agrees to purchase from Company the Note. In consideration thereof, Investor shall pay the Purchase Price (as defined below) to Company. 1.2. Form of Payment. On the Closing Date (as defined below), Investor shall pay the Purchase Price to Company via wire transfer of immediately available funds against delivery of the Note. 1.3. Closing Date. Subject to the satisfaction (or written waiver) of the conditions... set forth in Section 5 and Section 6 below, the date of the issuance and sale of the Note Securities pursuant to this Agreement (the "Closing Date") shall be May June 29, 2019, 2017, or another such other mutually agreed upon date. The closing of the transactions contemplated by this Agreement (the "Closing") shall occur on the Closing Date by means of the exchange by email of signed .pdf documents, but shall be deemed for all purposes to have occurred at the offices of Hansen Black Anderson Ashcraft PLLC in Lehi, Utah. 1.4. Collateral for the Note. The Note shall be unsecured. secured by the collateral set forth in that certain Security Agreement attached hereto as Exhibit B listing 1 substantially all of Company's assets as security for Company's obligations under the Transaction Documents (the "Security Agreement"); provided, however, that the security interest granted pursuant to the Security Agreement shall not become effective unless and until Investor: (a) purchases the Hercules Debt (as defined below) from Hercules (as defined below) pursuant to the purchase right set forth in Section 4 of the Subordination Agreement; or (b) Company repays the Hercules Debt in full. 1.5. Original Issue Discount; Transaction Expense Amount. The Note carries an original issue discount of $10,000.00 $425,000.00 (the "OID"). In addition, Company agrees to pay $5,000.00 $30,000.00 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 $100,000.00, $1,700,000.00, computed as follows: $115,000.00 $2,155,000.00 initial principal balance, less the OID, less the Transaction Expense Amount. 1 2. Investor's Representations 1.6. Use of Proceeds. Company hereby covenants and Warranties. Investor represents and warrants to Company that as agrees to, not later than then Merger Closing Date (as defined in the Note), use $1,000,000.00 of the Closing Date: (i) this Purchase Price to reduce Company's outstanding obligations (the "Hercules Debt") under that certain Loan and Security Agreement has been duly (the "Hercules Loan Agreement") between Company and validly authorized; (ii) this Agreement constitutes Hercules Capital, Inc. (f/k/a Hercules Technology Growth Capital, Inc.), a valid Maryland corporation ("Hercules"), on August 18, 2015, as amended and binding agreement of Investor enforceable the documents executed and delivered in accordance with its terms; connection therewith and (iii) Investor is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D to use the remainder of the 1933 Act. Purchase Price to make payments under the Hercules Loan Agreement and for other general corporate purposes. View More

Purchase and Sale of Securities. 1.1. Purchase of Securities. On the Closing Date (as defined below), the Company shall issue and sell to the Investor and the Investor shall agrees to purchase from the Company the Note. In consideration thereof, the Investor shall pay by wire transfer to the bank of the Company $50,000.00 (the "Cash Purchase Price (as defined below) to Company. Price"). 1.2. Form of Payment. On the Closing Date (as defined below), Date, (i) the Investor shall pay the Purchase Price to the Company via against de...livery of the Note by delivering the following at the Closing: the Cash Purchase Price, which shall be delivered by wire transfer of immediately available funds to the Company, in accordance with the Company's written wiring instructions; and (ii) the Company shall deliver the duly executed Note on behalf of the Company, to the Investor, against delivery of the Note. such Purchase Price. 1.3. Closing Date. Subject to the satisfaction (or written waiver) of the conditions set forth in Section 5 and Section 6 below, the date and time of the issuance and sale of the Note Securities pursuant to this Agreement (the "Closing Date") shall be May 29, 2019, 12:00 noon, Eastern Time on or another about September 15, 2015, or such other mutually agreed upon date. time. The closing of the transactions contemplated by this Agreement (the "Closing") shall occur on the Closing Date by means of the exchange by email of signed .pdf documents, but shall be deemed for all purposes to have occurred at the offices of Hansen Black Anderson Ashcraft PLLC in Lehi, Utah. the Investor unless otherwise agreed upon by the parties. 1.4. Collateral for the Note. The Note shall be unsecured. 1.5. Original Issue Discount; Transaction Expense Amount. Discount. The Note carries an original issue discount of $10,000.00 $2,500.00 (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", Purchase Price, therefore, shall be $100,000.00, computed as follows: $115,000.00 initial principal balance, less the OID, less the Transaction Expense Amount. 1 2. Investor's Representations and Warranties. Investor represents and warrants to Company that as of the Closing Date: (i) this Agreement has been duly and validly authorized; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; and (iii) Investor is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D of the 1933 Act. $50,000.00. View More

Purchase and Sale of Securities. 1.1. Purchase of Securities. Company shall issue and sell to Investor and Investor shall agrees to purchase from Company the Note. Note and the Origination Shares. In consideration thereof, Investor shall pay (i) the amount designated as the initial cash purchase price on Investor's signature page to this Agreement (the "Initial Cash Purchase Price Price"), and (ii) issue to Company the Investor Notes (the sum of the initial principal amount of the Investor Notes, together with the Initial Cash ...Purchase Price, the "Purchase Price"). The Purchase Price, the OID (as defined below), and the Transaction Expense Amount (as defined below) are allocated to Company. the Tranches (as defined in the Note) of the Note and to the Origination Shares as set forth in the table attached hereto as Exhibit B. For the avoidance of doubt, the Initial Cash Purchase Price constitutes payment in full for the Initial Tranche (as defined in the Note) and the Origination Shares. 1.2. Form of Payment. On the Closing Date (as defined below), Date, (i) Investor shall pay the Purchase Price to Company via by delivering the following at the Closing: (A) the Initial Cash Purchase Price, which shall be delivered by wire transfer of immediately available funds to Company, in accordance with Company's written wiring instructions; (B) Investor Note #1 in the principal amount of $50,000.00 duly executed and substantially in the form attached hereto as Exhibit C ("Investor Note #1"); (C) Investor Note #2 in the principal amount of $50,000.00 duly executed and substantially in the form attached hereto as Exhibit C ("Investor Note #2"); and (D) Investor Note #3 in the principal amount of $50,000.00 duly executed and substantially in the form attached hereto as Exhibit C ("Investor Note #3", and together with Investor 1 Note #2, the "Investor Notes"); and (ii) Company shall deliver the duly executed Note on behalf of Company and deliver a certificate representing the Origination Shares, to Investor, against delivery of the Note. such Purchase Price. 1.3. Closing Date. Subject to the satisfaction (or written waiver) of the conditions set forth in Section 5 and Section 6 below, the date and time of the issuance and sale of the Note Securities pursuant to this Agreement (the "Closing Date") shall be 5:00 p.m., Eastern Time on or about May 29, 2019, 2015, or another such other mutually agreed upon date. time. The closing of the transactions contemplated by this Agreement (the "Closing") shall occur on the Closing Date by means of the exchange by express courier and email of signed .pdf documents, but shall be deemed for all purposes to have occurred at the offices of Hansen Black Anderson Ashcraft PLLC in Lehi, Utah. 1.4. Collateral for the Note. The Note shall be unsecured. secured by the collateral set forth in that certain Security Agreement attached hereto as Exhibit D listing the Investor Notes as security for Company's obligations under the Transaction Documents (the "Security Agreement"). 1.5. Collateral for Investor Notes. Initially, none of the Investor Notes will be secured, but all or any of the Investor Notes may become secured subsequent to the Closing by such collateral and at such time as determined by Investor in its sole discretion. In the event Investor desires to secure any of the Investor Notes, Company shall timely execute any and all amendments and documents and take such other measures requested by Investor that are necessary or advisable in order to properly secure the applicable Investor Notes. 1.6. Original Issue Discount; Transaction Expense Amount. Expenses. The Note carries an original issue discount of $10,000.00 $22,500.00 (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", Purchase Price, therefore, shall be $100,000.00, $225,000.00, computed as follows: $115,000.00 initial $252,500.00 original principal balance, less the OID, less the Transaction Expense Amount. 1 2. Investor's Representations and Warranties. Investor represents and warrants to Company that as The Initial Cash Purchase Price shall be the Purchase Price less the sum of the Closing Date: (i) this Agreement has been duly and validly authorized; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; and (iii) Investor is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D initial principal amounts of the 1933 Act. Investor Notes. The portion of the OID and the Transaction Expense Amount allocated to the Initial Cash Purchase Price are set forth on Exhibit B. View More

Purchase and Sale of Securities. 1.1. Purchase of Securities. Company shall issue and sell to Investor and Investor shall purchase from Company the Note. In consideration thereof, Investor shall pay the Purchase Price (as defined below) to Company. 1.2. Form of Payment. On the Closing Date (as defined below), Investor shall pay the Purchase Price to Company via wire transfer of immediately available funds against delivery of the Note. 1 1.3. Closing Date. Subject to the satisfaction (or written waiver) of the conditions set for...th in Section 5 and Section 6 below, the date of the issuance and sale of the Note Securities pursuant to this Agreement (the "Closing Date") shall be May 29, 2019, July 17, 2018, or another such other mutually agreed upon date. The closing of the transactions contemplated by this Agreement (the "Closing") shall occur on the Closing Date by means of the exchange by email of signed .pdf documents, but shall be deemed for all purposes to have occurred at the offices of Hansen Black Anderson Ashcraft PLLC in Lehi, Utah. 1.4. Collateral for the Note. The Note shall not be unsecured. secured. 1.5. Original Issue Discount; Transaction Expense Amount. The Note carries an original issue discount of $10,000.00 $100,000.00 (the "OID"). In addition, Company agrees to pay $5,000.00 $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 Note. The "Purchase Price", therefore, shall be $100,000.00, $2,500,000.00, computed as follows: $115,000.00 $2,625,000.00 initial principal balance, less the OID, less the Transaction Expense Amount. 1 2. Investor's Representations 1.6. Subordination. Notwithstanding any terms set forth in this Agreement, Investor acknowledges and Warranties. agrees that the Note shall be subordinated pursuant the terms of: (a) that certain Subordination Agreement between Investor represents and warrants to Company Silicon Valley Bank ("SVB") in the form attached hereto as Exhibit B (the "SVB Subordination Agreement"); and (b) that certain Subordination Agreement between Investor and Partners for Growth IV, L.P. ("PFG") in the form attached hereto as of Exhibit C (the "PFG Subordination Agreement", and together with the Closing Date: (i) this Agreement has been duly and validly authorized; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; and (iii) Investor is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D of SVB Subordination Agreement, the 1933 Act. "Subordination Agreements"). View More

Purchase and Sale of Securities. 1.1. Purchase of Securities. Company shall issue and sell to Investor and Investor shall agrees to purchase from Company the Note. In consideration thereof, Investor shall pay the Purchase Price (as defined below) to Company. Company at the Closing (as defined below). 1.2. Form of Payment. On the Closing Date (as defined below), Investor shall pay the Purchase Price to Company via wire transfer of immediately available funds against delivery of the Note. 1.3. Closing Date. Subject to The closing... of the satisfaction (or written waiver) transactions contemplated by this Agreement (the "Closing") shall occur on March 21, 2018 so long as all of the conditions set forth in Section 5 and Section 6 below, the date of the issuance and sale of the Note pursuant to this Agreement (the "Closing Date") shall be May 29, 2019, below have been satisfied, or another such other mutually agreed upon date. date (the date upon which the Closing actually occurs, the "Closing Date"). The closing of the transactions contemplated by this Agreement (the "Closing") Closing shall occur on the Closing Date by means of the exchange by email of signed .pdf documents, but shall be deemed for all purposes to have occurred at the offices of Hansen Black Anderson Ashcraft PLLC in Lehi, Utah. 1.4. Collateral for the Note. The Note shall be unsecured. secured by the collateral set forth in that certain Security Agreement attached hereto as Exhibit B listing substantially all of Company's assets as security for Company's obligations under the Transaction Documents (the "Security Agreement"); provided, however, that the security interest granted pursuant to the Security Agreement shall not become effective unless and until either: (a) Investor purchases the Company's outstanding obligations (the "Hercules Debt") under that certain Loan and Security Agreement between Company and Hercules Capital, Inc. (f/k/a Hercules Technology Growth Capital, Inc.), a Maryland corporation ("Hercules"), on August 18, 2015, as amended, pursuant to the purchase right set forth in Section 4 of the Subordination Agreement; or (b) Company repays the Hercules Debt in full. 1 1.5. Original Issue Discount; Transaction Expense Amount. The Note carries an original issue discount of $10,000.00 $315,340.91 (the "OID"). In addition, Company agrees to pay $5,000.00 $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 Note. The "Purchase Price", therefore, shall be $100,000.00, $750,000.00 computed as follows: $115,000.00 $1,090,340.91 initial principal balance, less the OID, less the Transaction Expense Amount. 1 2. Investor's Representations and Warranties. Investor represents and warrants to Company that as of the Closing Date: (i) this Agreement has been duly and validly authorized; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; and (iii) Investor is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D of the 1933 Act. View More