Purchase and Sale of the Convertible Debenture. (a) Purchase of the
First Convertible Debenture. Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, the Investor agrees, to purchase at the
First Closing and the Company agrees to sell and issue to Investor, at the
First Closing the
First Convertible Debenture. (b)
First Closing Date. The Closing of the purchase and sale of the
First Convertible Debenture shall take place at 10:00 a.m. Eastern Standard Time on the 1st business day following the date hereof, su
...bject to notification of satisfaction of the conditions to the First Closing set forth herein and in Sections 7 8(a) and 8 9(a) below (or such later date as is mutually agreed to by the Company and the Investor (the "Closing "First Closing Date"). (c) Form of Payment. Subject to the satisfaction of the terms and conditions of this Agreement, on the First Closing Date, (i) the Investor shall deliver to the Company such aggregate proceeds for the First Convertible Debenture to be issued and sold to the Investor at the First Closing and (ii) the Company shall deliver to the Investor a Convertible Debenture which the Investor is purchasing at the First Closing duly executed on behalf of the Company. (d) Purchase of the Second Convertible Debenture. Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, the Investor agrees, to purchase at the Second Closing and the Company agrees to sell and issue to Investor, at the Second Closing the Second Convertible Debenture. (e) Second Closing Date. The Closing of the purchase and sale of the Second Convertible Debenture shall take place at 10:00 a.m. Eastern Standard Time on the 1st business day following the date of notification of satisfaction of the conditions to the Second Closing set forth herein and in Sections 8(b) and 9(b) below (or such later date as is mutually agreed to by the Company and the Investor (the "Second Closing Date"). 3 (f) Form of Payment. Subject to the satisfaction of the terms and conditions of this Agreement, on the Second Closing Date, (i) the Investor shall deliver to the Company such aggregate proceeds for the Second Convertible Debenture to be issued and sold to the Investor at the Second Closing, minus the fees to be paid directly from the proceeds of such Second Closing as set forth herein, and (ii) the Company shall deliver to the Investor a Convertible Debenture which the Investor is purchasing at the Second Closing duly executed on behalf of the Company. (g) Purchase of the Third Convertible Debenture. Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, the Investor agrees, to purchase at the Third Closing and the Company agrees to sell and issue to Investor, at the Third Closing the Third Convertible Debenture. (h) Third Closing Date. The Closing of the purchase and sale of the Third Convertible Debenture shall take place at 10:00 a.m. Eastern Standard Time on the 1st business day following the date of notification of satisfaction of the conditions to the Third Closing set forth herein and in Sections 8(c) and 9(c) below (or such later date as is mutually agreed to by the Company and the Investor (the "Third Closing Date"). (i) Form of Payment. Subject to the satisfaction of the terms and conditions of this Agreement, on the Third Closing Date, (i) the Investor shall deliver to the Company such aggregate proceeds for the Third Convertible Debenture to be issued and sold to the Investor at the Third Closing, minus the fees to be paid directly from the proceeds of such Third Closing as set forth herein, and (ii) the Company shall deliver to the Investor a Convertible Debenture which the Investor is purchasing at the Third Closing duly executed on behalf of the Company.
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Purchase and Sale of the Convertible Debenture. (a) Purchase of the
First Convertible Debenture. Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, the Investor
agrees, agrees to purchase at the
First Closing and the Company agrees to sell and issue to
Investor, Investor at the
First Closing the
First Convertible Debenture. (b)
First Closing Date. The Closing of the purchase and sale of the
First Convertible Debenture shall take place at 10:00 a.m. Eastern
Standard Daylight Time on the 1st business day foll
...owing the date hereof, subject to notification of satisfaction of the conditions to the First Closing set forth herein and in Sections 7 and 8 below (or such later date as is mutually agreed to by the Company and the Investor (the "Closing Date"). "First Closing Date")). (c) Form of Payment. Subject to the satisfaction of the terms and conditions of this Agreement, on the First Closing Date, (i) the Investor shall deliver to the Company such aggregate proceeds for the First Convertible Debenture to be issued and sold to the Investor at the First Closing, minus the fees original issue discount applicable to be paid directly from the proceeds of such First Closing as set forth herein, in the First Convertible Debenture, and (ii) the Company shall deliver to the Investor a Convertible Debenture which the Investor is purchasing at the First Closing duly executed on behalf of the Company. (d) Purchase of the Second Convertible Debenture. Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, the Investor agrees, to purchase at the Second Closing and the Company agrees to sell and issue to Investor, at the Second Closing the Second Convertible Debenture. (e) Second Closing Date. The Closing of the purchase and sale of the Second Convertible Debenture shall take place at 10:00 a.m. Eastern Daylight Time on the 1st business day following the date the Company files the Registration Statement with the SEC, subject to notification of satisfaction of the conditions to the Second Closing set forth herein and in Sections 7 and 8 below (or such later date as is mutually agreed to by the Company and the Investor (the "Second Closing Date")). (f) Form of Payment. Subject to the satisfaction of the terms and conditions of this Agreement, on the Second Closing Date, (i) the Investor shall deliver to the Company such aggregate proceeds for the Second Convertible Debenture to be issued and sold to the Investor at the Second Closing, minus the original issue discount applicable to such Second Closing as set forth in the Second Convertible Debenture, and (ii) the Company shall deliver to the Investor a Convertible Debenture which the Investor is purchasing at the Second Closing duly executed on behalf of the Company. 4 (g) Purchase of the Third Convertible Debenture. Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, the Investor agrees, to purchase at the Third Closing and the Company agrees to sell and issue to Investor, at the Third Closing the Third Convertible Debenture. (h) Third Closing Date. The Closing of the purchase and sale of the Third Convertible Debenture shall take place at 10:00 a.m. Eastern Daylight Time on the 1st business day following the date the Registration Statement is declared effective by the SEC, subject to notification of satisfaction of the conditions to the Third Closing set forth herein and in Sections 7 and 8 below (or such later date as is mutually agreed to by the Company and the Investor (the "Third Closing Date")). (i) Form of Payment. Subject to the satisfaction of the terms and conditions of this Agreement, on the Third Closing Date, (i) the Investor shall deliver to the Company such aggregate proceeds for the Third Convertible Debenture to be issued and sold to the Investor at the Third Closing, minus the original issue discount applicable to such Third Closing as set forth the Third Convertible Debenture, and (ii) the Company shall deliver to the Investor a Convertible Debenture which the Investor is purchasing at the Third Closing duly executed on behalf of the Company.
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