Purchase and Sale Contract Clauses (2,386)

Purchase and Sale. On the basis of the representations, warranties and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal or notional amount of each class of Offered Certificates under its name at the purchase price set forth in Schedule I hereto.

Purchase and Sale. Subject to the terms and conditions of this Agreement, Seller shall, on a non-exclusive basis, sell to Buyer, and Buyer shall purchase from Seller, the following Goods: (a) Contract Order Details: Quantity and Type: 500 SKYWOLF DAWT Model # 35H-001 turbines (the "Goods") as described on Exhibit A hereto (Blanket Order over 18-24 months) Contract Price: $26,000 USD Each (subject to adjustment as provided in §4(a)) Total Contract: $13,000,000 USD (subject to adjustment as provided in §4(a)) Releas...e Schedule: 150* Release Order # 52419-01 per Initial Release Order and Form of Release Order attached as Exhibit A *(Del in 3x - 50 turbines per month starting October 2019) 350 – To Be Released within 24 months {7496411: }Operations office: 803 N Bridge St Ste A, Yorkville IL 60560 Tel: +1-630-885-9998, Email: info@gr8seastrading.com 2 | Page of 16 GR8 Seas Holdings Inc. (b) This does not include Micro-Grid equipment, integration, enclosure, controls, battery backup, shipping, and installation and are additional costs to be determined by SkyWolf on a project order by project order basis ("Ancillary Equipment and Services").. The parties agree to develop a Specific Scope of Work (SOW) and site consideration to determine complete and final pricing for Ancillary Equipment and Services. (c) In connection to this commitment, Buyer will cooperate with Seller to identify manufacturing resources and material sourcing in an effort to help maximize the overall profitability of the 500 units. (d) Turbine Price and Micro-Grid System Price Summary Estimates for Ancillary Equipment and Services: 1-Turbines, Qty 500 $13,000,000.00 2-Battery Backup TBD site Specific 2-Generator with Slab TBD site Specific 3-Micro-Grid Equipment TBD site Specific 4-Micro Grid Enclosure: Enclosure Foundation: On Site per additional agreement Enclosure Fence: On Site per additional agreement Transformer Pad: On Site per additional agreement Site Grading: On Site per additional agreement 5-Turbine Installation On Site This contract addresses the manufacture and sale of the SkyWolf Model 35H-A Hybrid Diffused Augmented Wind Turbine (DAWT) ("Turbines"). The manufacture, performance, delivery and sale of Ancillary Equipment and Services in item #2-5 are not part of this contract and shall be set forth in a separate agreement between the parties. View More

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties set forth herein, the Company agrees, as of the date hereof and as of the Applicable Time, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, as of the date hereof and as of the Applicable Time, to purchase from the Company, at the purchase price set forth in Schedule III of the applicable Pricing Agreement, the principal amount of the Securities set forth opposite such U...nderwriter's name in Schedule I to the applicable Pricing Agreement. View More

Purchase and Sale. Concurrent with the execution and delivery of this Agreement by the Parties, the Company agrees to sell, and Pride agrees to purchase, an aggregate of $220,000 in principal amount of the Debentures. Pride shall deliver to the Company, via wire transfer or a certified check, immediately available funds equal to $200,000 in two tranches as follows: $100,000 shall be due concurrently with the execution of this Agreement (the "Initial Tranche") and $100,000 shall be due on or prior to September 15, ...2019 (the "Final Tranche"); provided, that upon receipt of the Initial Tranche, the amendment contemplated by Section 2 of this Agreement shall be deemed effective. View More

Purchase and Sale. The Seller hereby agrees to sell to the Purchasers and the Purchasers, in reliance on the representations and warranties contained herein, and subject to the terms and conditions of this Agreement, agree to purchase from the Seller an aggregate of 11,000,000 shares of Common Stock of the Company and 964 shares of Series A Preferred Stock of the Company (the "Company Shares") for a total purchase price of Four Hundred Ten Thousand Dollars ($410,000) (the "Purchase Price"), payable in immediately ...available funds in United States currency. Purchasers and Seller acknowledge and accept that the trading price of the Company Shares may decrease or increase subsequent to the sale of the Company Shares. Purchaser and Seller waive claims to any losses as a result of the sale of the Company Shares. The Company Shares shall equal approximately 83% of the issued and outstanding shares of common stock and voting power of all securities of the Company. View More

Purchase and Sale. (a) Initial Notes. Upon the basis of the representations and warranties and other terms and conditions herein set forth, at the purchase price equal to 97% of their principal amount, the Company agrees to issue and sell to the Underwriters the Initial Notes, and each Underwriter agrees, severally and not jointly, to purchase from the Company the principal amount of the Initial Notes set forth in Schedule I opposite such Underwriter's name, plus any additional principal amount of the Initial Note...s which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof, subject in each case, to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of the Initial Notes in denominations other than $25.00. (b) Option Notes. In addition, upon the basis of the representations and warranties and other terms and conditions herein set forth, at the purchase price equal to 97% of their principal amount, the Company hereby grants an option to the Underwriters, acting severally and 15 not jointly, to purchase from the Company, all or any part of the Option Notes, plus any additional principal amount of Option Notes in the same proportion which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time within such 30-day period upon notice by the Representatives to the Company setting forth the principal amount of Option Notes as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Notes. Any such time and date of delivery (an "Option Closing Time") shall be determined by the Representatives, but shall not be later than five full business days (or earlier, without the consent of the Company, than two full business days) after the exercise of such option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Notes, each of the Underwriters, acting severally and not jointly, will purchase its proportionate share of the principal amount of Option Notes then being purchased based on its proportionate share of the principal amount of Initial Notes set forth in Schedule I opposite the name of such Underwriter, subject in each case, to such adjustments among the Underwriters as the Representatives in its sole discretion shall make to eliminate any sales or purchases of the Option Notes in denominations other than $25.00. View More

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company and Crown Americas Capital IV agree to sell to each Initial Purchaser, and each Initial Purchaser agrees, severally and not jointly, to purchase from the Company and Crown Americas Capital IV, at a purchase price equal to 98.50% of the principal amount thereof, plus accrued interest, if any, from January 9, 2013 to the Closing Date, the principal amount of Securities set fort...h opposite such Initial Purchaser's name in Schedule I hereto. View More

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of 99.350% of their principal amount, plus accrued interest, if any, from April 28, 2017, the aggregate principal amount of the Notes set forth opposite such Underwriter's name in Schedule I hereto. The Company acknowledges and agrees t...hat each Underwriter in providing investment banking services to the Company in connection with the offering of the Notes, including in acting pursuant to the terms of this Agreement, has acted and is acting as an independent contractor on an arm's length basis and not as a fiduciary and the Company does not intend such Underwriter to act in any capacity other than independent contractor, including as a fiduciary or in any other position of higher trust. The Company shall be responsible for making its own independent investigation and appraisal of the transactions contemplated by this Agreement and the Underwriters shall have no responsibility or liability with respect thereto. View More

Purchase and Sale. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Issuer shall sell to each of the Underwriters, and each Underwriter shall purchase from the Issuer, at the time and place herein specified, severally and not jointly, at the purchase price set forth in Schedule I hereto, the principal amount of the Bonds set forth opposite such Underwriter's name in Schedule II hereto. The Underwriters agree to make a public offering... of the Bonds. The Issuer shall pay (in the form of a discount to the principal amount of the offered Bonds) to the Underwriters a commission equal to $15,600,000. View More

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing (as defined in Section 2), Sellers shall sell, transfer and assign to Buyer, and Buyer shall purchase from Sellers, all of Sellers' right, title and interest in and to the Shares, free and clear of all Encumbrances (as defined herein), at a price of $11.2881 per Share or an aggregate purchase price for the Shares of One Million Two Hundred Thousand Dollars ($1,200,000) (the "Purchase Price").