Purchase of the Securities Contract Clauses (93)

Purchase of the Securities. For the sum of $1,250,000 (the "Purchase Price"), the Company agrees to sell the Securities to the Subscriber, and the Subscriber hereby agrees to purchase the Securities from the Company, subject to the terms and subject to the conditions set forth in this Agreement.

Purchase of the Securities. 1.1 Agreement to Sell and Purchase. Upon the Company's receipt of the Qualifying Contract (as hereinafter defined), the Company shall notify the Purchaser, by its delivery to the Purchaser of a Closing Notice, that the Company intends to close on the purchase of the Shares as provided for in this Agreement. "Closing Notice" means written notice from the Company to the Purchaser notifying them of receipt of the Qualifying Contract. Within three (3) business days after delivery of the Closing Noti...ce, the parties will conduct a Closing (as hereinafter defined). At Closing, the Company will issue and sell to each of the Purchasers, and each Purchaser will, severally and not jointly, purchase from the Company, the number of Shares set forth opposite such Purchaser's name on Exhibit A for an aggregate purchase price set forth opposite such Purchaser's name on Exhibit A (the "Purchase Price"). 1.2 Closing; Closing Date; Additional Closings. (a) Initial Closing. The initial completion of the sale and purchase of the Securities (the "Closing") shall be held at 9:00 a.m. (Central Time) as soon as practicable following the satisfaction of the conditions set forth in Section 4 (the "Initial Closing Date"), remotely by facsimile or other electronic transmission of documents or at such other time and place as the Company and Purchasers may agree. In the event there is more than one closing, the terms "Closing" and "Closing Date" shall apply to each such closing and closing date unless otherwise specified and "Final Closing" and "Final Closing Date" shall apply to the final Closing of the Offering. (b) Additional Closing. After the Initial Closing, the Company may sell, on the same terms and conditions as those contained in this Agreement, additional Securities (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or similar recapitalization affecting such shares) (the "Additional Securities" and the Additional Securities will be considered "Securities"), to one or more purchasers (the "Additional Purchasers" and the Additional Purchasers will be considered "Purchasers"), provided that (i) such subsequent sale is consummated prior to 30 days after the Initial Closing, and (ii) each Additional Purchaser shall become a party to this Agreement by executing and delivering a counterpart signature page to this Agreement. Exhibit A to this Agreement shall be updated to reflect the number of Additional Securities purchased at each such Closing and the parties purchasing such Additional Securities. Page 1 1.3 Delivery of the Shares; Purchase Price Payment. At each Closing, subject to the terms and conditions hereof, the Company will deliver to each Purchaser a stock certificate or certificates in such denominations and registered in such names as such Purchaser may designate by notice to the Company, representing the Securities, dated as of such Closing Date (each a "Certificate"), against payment of the purchase price therefor by cash in the form of wire transfer, unless other means of payment shall have been agreed upon by the Purchasers and the Company. Purchaser's shall fund their Purchase Price at any time after the Effective Date and prior to the Closing Date by wire transfer of the Purchase Price to the Company's account set forth below: Bank Name: City National Bank of Florida Bank Address: 25 W. Flagler St, Miami, FL 33130 ABA#: 066004367 For credit to: Drone Aviation Holding Corp. Wire Account Account No. : 1955079015 Re: DRNE Common Stock Offering December 2018 Any portion of the Purchase Price received prior to the Closing Date will be held by the Company in a segregated bank account. In the event that this Agreement is terminated prior to the Closing Date as set forth in Section 4.3, any funds received by the Company pursuant to this Agreement shall be promptly refunded in full without deduction of any cost or expense. View More

Purchase of the Securities. At the Closing (as hereinafter defined), the Company will issue and sell to each of the Purchasers, and each Purchaser will, severally and not jointly, purchase from the Company, the Notes in the principal amount set forth opposite such Purchaser's name on Exhibit A and warrants to purchase Common Stock of the Company (the "Warrants" and together with the Notes, the "Securities") set forth opposite such Purchaser's name on Exhibit A for an aggregate purchase price set forth opposite such Purchas...er's name on Exhibit A (the "Purchase Price"). The Notes shall be in the form set forth as Exhibit B and the Warrants shall be in the form set forth hereto as Exhibit C.1.2 Placement Agent Fee. The Purchasers acknowledge that the Company intends to pay to Craig-Hallum Capital Group LLC, in its capacity as the placement agent for the Offering (the "Placement Agent"), a fee in respect of the sale of Securities to certain Purchasers. The Company shall indemnify and hold harmless the Purchasers from and against all fees, commissions, or other payments owing by the Company to the Placement Agent or any other persons from or acting on behalf of the Company hereunder.1.3 Closing; Closing Date. The completion of the sale and purchase of the Securities (the "Closing") shall be held at 9:00 a.m. (Central Time) as soon as practicable following the satisfaction of the conditions set forth in Section 4 (the "Closing Date"), at the offices of the Company, 25242 Arctic Ocean Drive, Lake Forest, California 92630, or at such other time and place as the Company and Purchasers may agree.1.4 Delivery of the Securities. At the Closing, subject to the terms and conditions hereof, the Company will deliver to each Purchaser a Note and Warrant, in such denominations and registered in such Page 1 names as such Purchaser may designate by notice to the Company, representing the Securities, dated as of the Closing Date (each a "Certificate"), against payment of the purchase price set forth on Exhibit A therefor by cash in the form of wire transfer, unless other means of payment shall have been agreed upon by the Purchasers and the Company. View More

Purchase of the Securities. (a) The Company, subject to the conditions set forth herein, agrees to issue and sell Securities in an aggregate principal amount of $2,000,000,000 to the Purchaser as provided in this Purchase Agreement (this "Agreement"), and the Purchaser agrees to purchase from the Company such Securities at a price equal to 100% of the principal amount thereof. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b...) The Purchaser represents, warrants and agrees that: (i) Offshore Transaction. The Purchaser is located outside the United States and is purchasing the Securities in an "offshore transaction" as defined in Regulation S. (ii) Restricted Notes. The Purchaser (i) acknowledges that the issuance of the Notes has not been registered or qualified under the Securities Act or any state securities laws, and the Notes are being offered and sold in reliance upon exemptions provided in the Securities Act and state securities laws for transactions not involving any public offering and, therefore, cannot be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of unless they are subsequently registered and qualified under the Securities Act and applicable state laws or unless an exemption from such registration and qualification is available, and that the Notes will bear a legend to such effect, and (ii) is purchasing the Notes without any intention of selling, distributing or otherwise disposing of the Notes in a manner that would violate the registration requirements of the Securities Act (iii) agrees that all offers and sales of the Securities prior to the expiration of 40 days from the Closing Date shall be made only in accordance with Rules 903 or 904 under the Securities Act, pursuant to registration of the Securities under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act. The Purchaser confirms to the Company that it has such knowledge and experience in business matters that the Purchaser is capable of evaluating the merits and risks of an investment in the Notes and of making an informed investment decision and understands that (x) this investment is suitable only for an investor which is able 2 to bear the economic consequences of losing its entire investment and (y) the purchase of the Notes by the Purchaser is a speculative investment which involves a high degree of risk of loss of the entire investment. (iii) Adequate Information; No Reliance. The Purchaser acknowledges and agrees that (i) the Purchaser has been furnished with all materials it considers relevant to making an investment decision to purchase the Notes and has had the opportunity to review the Company's filings and submissions with the Commission, including, without limitation, all information filed or furnished pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (ii) the Purchaser has had a full opportunity to ask questions of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects, and the terms and conditions of the Notes, and (iii) the Purchaser has had the opportunity to consult with its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the purchase of the Notes and to make an informed investment decision with respect to the purchase of the Notes. The Purchaser understands that nothing in this Agreement or any other materials presented to the Purchaser in connection with the purchase and sale of the Notes constitutes legal, tax or investment advice. The Purchaser has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Notes. (iv) No Public Market. The Purchaser understands that no public market exists for the Notes, and that there is no assurance that a public market will ever develop for the Notes. View More