Common use of Address for Notice Clause in Contracts

Address for Notice. 0000 X. Xxxxxxxx Avenue, #110 Tucson, AZ 85719 By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: President and CEO [PURCHASER SIGNATURE PAGES TO TFER SECURITIES PURCHASE AGREEMENT] IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: Ascendiant Capital Partners, LLC Signature of Authorized Signatory of Purchaser: /s/ Xxxxxxx X. Wilhite____________ Name of Authorized Signatory: Xxxxxxx X. Xxxxxxx Title of Authorized Signatory: Managing Partner Email Address of Purchaser: xxxxxxxx@xxxxxxxxxx.xxx Fax Number of Purchaser: (000) 000-0000 Address for Notice of Purchaser: Ascendiant Capital Partners, LLC 00000 Xxx Xxxxxx Xxxxxx, 16th Floor Irvine, CA 92612 Address for Delivery of Securities for Purchaser (if not same as above): Brokerage Identification Code (if delivered via DWAC) Commitment Amount: Up to $10,000,000 [SIGNATURE PAGES CONTINUE] EXHIBIT B DRAW DOWN NOTICE/COMPLIANCE CERTIFICATE TITAN IRON ORE CORP. The undersigned hereby certifies, with respect to shares of Common Stock of Titan Iron Ore Corp. (the “Company”) issuable in connection with this Draw Down Notice and Compliance Certificate dated _____________ (the “Notice”), delivered pursuant to the Amended and Restated Securities Purchase Agreement dated as of February __, 2013 (the “Agreement”), as follows:

Appears in 1 contract

Samples: Securities Purchase Agreement (Titan Iron Ore Corp.)

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Address for Notice. 0000 6000 X. Xxxxxxxx AvenueXxxxxx Xxxx, #110 TucsonXxxxx 000, AZ 85719 Xxx Xxxxx, XX 00000 By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Rxxx Xxxxxxx Email: rxxx.xxxxxxx@xxxxxxxxxxx.xxx Title: President Chief Executive Officer and CEO Chairman With a copy to (which shall not constitute notice): Rxxxxxx X. Xxxxxxxx, Esq. Sheppard, Mullin, Rxxxxxx & Hxxxxxx, LLP 30 Xxxxxxxxxxx Xxxxx Xxx Xxxx, XX 00000 [PURCHASER SIGNATURE PAGES TO TFER MSLP AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT] IN WITNESS WHEREOF, the undersigned have caused this Amended and Restated Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: Ascendiant Capital Partners, LLC By: Signature of Authorized Signatory of Purchaser: /s/ Xxxxxxx X. Wilhite____________ Name of Authorized Signatory: Xxxxxxx X. Xxxxxxx Title of Authorized Signatory: Managing Partner Email Address of Purchaser: xxxxxxxx@xxxxxxxxxx.xxx Fax Number of Purchaser: (000) 000-0000 Address for Notice of to Purchaser: Ascendiant Capital Partners, LLC 00000 Xxx Xxxxxx Xxxxxx, 16th Floor Irvine, CA 92612 Address for Delivery of Securities for to Purchaser (if not same as aboveaddress for notice): Brokerage Identification Code (if delivered via DWAC) Commitment Amount: Up to $10,000,000 [SIGNATURE PAGES CONTINUE] INITIAL SCHEDULE OF PURCHASERS (1) (2) (3) (3A) (4) (5) (6) Purchaser Address and Facsimile Number Aggregate Principal Amount of Initial Notes Aggregate Principal Amount of Initial Notes (as adjusted) Number of Initial Warrant Shares Initial Subscription Amount Legal Representative’s Address and Facsimile Number TOTAL 57 SUBSEQUENT SCHEDULE OF PURCHASERS (1) (2) (3) (4) (5) (6) Purchaser Address and Facsimile Number Aggregate Principal Amount of Subsequent Notes Number of Subsequent Warrant Shares Subsequent Subscription Amount Legal Representative’s Address and Facsimile Number TOTAL EXHIBIT B DRAW DOWN NOTICE/COMPLIANCE CERTIFICATE TITAN IRON ORE CORP. The undersigned hereby certifies, with respect to shares of Common Stock of Titan Iron Ore Corp. (the “Company”) issuable in connection with this Draw Down Notice and Compliance Certificate dated _____________ (the “Notice”), delivered pursuant to the Amended and Restated Securities Purchase Agreement dated as of February __, 2013 (the “Agreement”), as follows:A

Appears in 1 contract

Samples: Securities Purchase Agreement (MusclePharm Corp)

Address for Notice. 0000 X. Xxxxxxxx Avenue, #110 Tucson, AZ 85719 By: /s/ Xxxxxx Xxxxxxx X. Xxxxxx Wave Systems Corp Name: Xxxxxx Xxxxxxx X. Xxxxxx 000 Xxxxxxxx Xxxxxx Title: President and CEO Chief Financial Officer Xxx, XX 00000 With a copy to (which shall not constitute notice): SIGNATURE PAGES FOR PURCHASERS FOLLOW] [PURCHASER SIGNATURE PAGES TO TFER WAVX SECURITIES PURCHASE AGREEMENT] IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of PurchaserInvesting Entity: Ascendiant JMG Capital Partners, LLC L.P. /s/ Xxxxxxxx Xxxxxx Signature of Authorized Signatory of PurchaserInvesting Entity: /s/ Xxxxxxx X. Wilhite____________ Name of Authorized Signatory: Xxxxxxx X. Xxxxxxx Xxxxxxxx Xxxxxx Title of Authorized Signatory: Managing Partner Member of the Advisor Email Address of PurchaserAuthorized Entity: xxxxxxxx@xxxxxxxxxx.xxx Fax Number of Purchaser: (000) 000-0000 xxx@xxxxxxxxxx.xxx Address for Notice of PurchaserInvesting Entity: Ascendiant Capital Partners00000 Xxxxxxxx Xxxxxxxxx, LLC Xxx 0000 Xxx Xxxxxxx, XX 00000 Xxx Xxxxxx Xxxxxx, 16th Floor Irvine, CA 92612 Address DWAC Instructions for Delivery of Securities for Purchaser (if not same as above): Brokerage Identification Code (if delivered via DWAC) Commitment Common Stock: [Attached] Subscription Amount: Up to $10,000,000 1,800,000 EIN Number: [Attached] [PURCHASER SIGNATURE PAGES CONTINUETO WAVX SECURITIES PURCHASE AGREEMENT] EXHIBIT B DRAW DOWN NOTICE/COMPLIANCE CERTIFICATE TITAN IRON ORE CORP. The IN WITNESS WHEREOF, the undersigned hereby certifies, with respect to shares of Common Stock of Titan Iron Ore Corp. (the “Company”) issuable in connection with have caused this Draw Down Notice and Compliance Certificate dated _____________ (the “Notice”), delivered pursuant to the Amended and Restated Securities Purchase Agreement dated to be duly executed by their respective authorized signatories as of February __the date first indicated above. Name of Investing Entity: JMG Triton Offshore Fund, 2013 (Ltd. /s/ Xxxxxxxx Xxxxxx Signature of Authorized Signatory of Investing Entity: Name of Authorized Signatory: Xxxxxxxx Xxxxxx Title of Authorized Signatory: Managing Member of the “Agreement”)Advisor Email Address of Authorized Entity: xxx@xxxxxxxxxx.xxx Address for Notice of Investing Entity: 00000 Xxxxxxxx Xxxxxxxxx, as follows:Xxx 0000 Xxx Xxxxxxx, XX 00000 DWAC Instructions for Common Stock: [Attached] Subscription Amount: $1,800,000 EIN Number: [Attached] SCHEDULE 3.1(f) to the SECURITIES PURCHASE AGREEMENT DATED AUGUST 5, 2005 FOR WAVE SYSTEMS CORP. OPTIONS AND WARRANTS OUTSTANDING: Options granted pursuant to Employee and Non-employee Director Stock Option plans 12,275,680 Options granted pursuant to Employee Stock Purchase Plan 258,794 Warrants Outstanding(1) 2,215,412 Total 14,749,886

Appears in 1 contract

Samples: Securities Purchase Agreement (Wave Systems Corp)

Address for Notice. 0000 X. Xxxxxxxx Avenue, #110 Tucson, AZ 85719 By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: President and CEO With a copy to (which shall not constitute notice): [PURCHASER SIGNATURE PAGES TO TFER PBLA SECURITIES PURCHASE AGREEMENT] IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: Ascendiant Armistice Capital Partners, LLC Master Fund Ltd. Signature of Authorized Signatory of Purchaser: /s/ Xxxxxxx X. Wilhite____________ Name of Authorized Signatory: Xxxxxxx X. Xxxxxxx Xxxxxx Xxxx Title of Authorized Signatory: Managing Partner CIO of Armistice Capital, LLC, the Investment Manager Email Address of PurchaserAuthorized Signatory: xxxxxxxx@xxxxxxxxxx.xxx Fax Number of Purchaser: xxxxx@xxxxxxxxxxxxxxxx.xxx (000w/copy to xxxxxxx@xxxxxxxxxxxxxxxx.xxx; xxxxx@xxxxxxxxxxxxxxxx.xxx) 000-0000 Address for Notice of to Purchaser: Ascendiant Capital Partnersc/o Armistice Capital, LLC 00000 Xxx Xxxxxx 000 Xxxxxxx Xxxxxx, 16th Floor Irvine0xx Xxxxx Xxx Xxxx, CA 92612 XX 00000 Address for Delivery of Securities for to Purchaser (if not same as aboveaddress for notice): Brokerage Identification Code (if delivered via DWAC) Commitment Armistice Capital, LLC Attention: Xxxxxx Xxxxxxxxx 000 Xxxxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 Subscription Amount: Up $4,653,900 Shares: 2,500,000 Pre-Funded Warrant Shares: 13,013,000 Beneficial Ownership Blocker ☐ 4.99% or ☒ 9.99% Common Warrant Shares: 23,269,500 Beneficial Ownership Blocker ☒ 4.99% or ☐ 9.99% EIN Number: 00-0000000 ☒ Notwithstanding anything contained in this Agreement to $10,000,000 the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur on the second (2nd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. Exhibit A COMMON STOCK PURCHASE WARRANT PANBELA THERAPEUTICS, INC. Warrant Shares: Initial Exercise Date: CUSIP: ISIN: THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [ ] [SIGNATURE PAGES CONTINUEDATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] EXHIBIT B DRAW DOWN NOTICE/COMPLIANCE CERTIFICATE TITAN IRON ORE CORP. The undersigned hereby certifies(the “Termination Date”) but not thereafter, with respect to shares of Common Stock of Titan Iron Ore Corp. subscribe for and purchase from Panbela Therapeutics, Inc., a Delaware corporation (the “Company”) issuable in connection with this Draw Down Notice and Compliance Certificate dated _____________ ), up to [ ] shares (as subject to adjustment hereunder, the “NoticeWarrant Shares) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, delivered subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the Amended and Restated Securities Purchase Agreement dated as terms of February __the Warrant Agency Agreement, 2013 (the “Agreement”), as follows:in which case this sentence shall not apply.

Appears in 1 contract

Samples: Securities Purchase Agreement (Panbela Therapeutics, Inc.)

Address for Notice. 0000 X. Xxxxxxxx Avenue, #110 Tucson, AZ 85719 By: /s/ Xxxxxx Xxxxxxx Xxxxx Xxx Name: Xxxxxx Xxxxxxx Xxxxx Xxx Title: President and CEO Chief Financial Officer New Dragon Asia Corp. Suite 2808 International Chamber of Xxxxxxxx Xxxxx Xxxxx Xxxxx Xxxx Xxxxxxxx, Xxxxx Facsimile number: (00 000) 0000-0000 With a copy to (which shall not constitute notice): Loeb & Loeb LLP 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Attn: Xxxxxxxx X. Xxxxxxxx, Esq. [PURCHASER SIGNATURE PAGES TO TFER SECURITIES PURCHASE AGREEMENTAGREEMENT WITH NWD] IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: Ascendiant Capital PartnersIslandia, LLC L.P. Signature of Authorized Signatory of Purchaser: /s/ Xxxxxxx X. Wilhite____________ Xxxxxx Name of Authorized Signatory: Xxxxxxx X. Xxxxxxx Xxxxxx Title of Authorized Signatory: Managing Partner Email Address President of Purchaser: xxxxxxxx@xxxxxxxxxx.xxx Fax Number of Purchaser: (000) 000-0000 Xxxx Xxxx, Inc., G.P. Address for Notice of Purchaser: Ascendiant Capital Partners, LLC 00000 Xxx Xxxxxx Xxxxxx, 16th Floor Irvine, CA 92612 Address for Delivery of Securities for Purchaser (if not same as above): Brokerage Identification Code Subscription Amount: $2,000,000 Shares of Preferred Stock: 2,000 Warrant Shares: 1,234,818 EIN Number: [PROVIDE THIS UNDER SEPARATE COVER] Name of Purchaser: Midsummer Investment Ltd. Signature of Authorized Signatory of Purchaser: /s/ Xxxxx X. Xxxxxxx Name of Authorized Signatory: Xxxxx X. Xxxxxxx Title of Authorized Signatory: Managing Director, Midsummer Capital, LLC, acting as investment manger of Midsummer Investment, Ltd. Address for Notice of Purchaser: Address for Delivery of Securities for Purchaser (if delivered via DWAC) Commitment not same as above): Subscription Amount: Up to $10,000,000 4,000,000 Shares of Preferred Stock: 4,000 Warrant Shares: 1,923,077 EIN Number: [SIGNATURE PAGES CONTINUE] EXHIBIT B DRAW DOWN NOTICE/COMPLIANCE CERTIFICATE TITAN IRON ORE CORP. The undersigned hereby certifies, with respect to shares of Common Stock of Titan Iron Ore Corp. (the “Company”) issuable in connection with this Draw Down Notice and Compliance Certificate dated _____________ (the “Notice”), delivered pursuant to the Amended and Restated Securities Purchase Agreement dated as of February __, 2013 (the “Agreement”), as follows:PROVIDE THIS UNDER SEPARATE COVER]

Appears in 1 contract

Samples: Securities Purchase Agreement (New Dragon Asia Corp)

Address for Notice. 0000 X. Xxxxxxxx Avenue, #110 Tucson, AZ 85719 By: /s/ Xxxxxx Xxxxxxx X. Xxxxxx Wave Systems Corp Name: Xxxxxx Xxxxxxx X. Xxxxxx 000 Xxxxxxxx Xxxxxx Title: President and CEO Chief Financial Officer Xxx, XX 00000 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGES FOR PURCHASERS FOLLOW] [PURCHASER SIGNATURE PAGES TO TFER WAVX SECURITIES PURCHASE AGREEMENT] IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of PurchaserInvesting Entity: Ascendiant Whalehaven Capital PartnersFund Limited Signature of Authorized Signatory of Investing Entity: /s/ Xxxx Xxxxxxxxxxx Name of Authorized Signatory: Xxxx Xxxxxxxxxxx Title of Authorized Signatory: Director Email Address of Authorized Entity: Address for Notice of Investing Entity: DWAC Instructions for Common Stock: Subscription Amount: $500,000.00 Shares: 854,701 Warrant Shares: 156,250 [SIGNATURE PAGES CONTINUE] [PURCHASER SIGNATURE PAGES TO WAVX SECURITIES PURCHASE AGREEMENT] IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Investing Entity: Platinum Long Term Growth II LLC Signature of Authorized Signatory of PurchaserInvesting Entity: /s/ Xxxx Xxxxxxxxx Name of Authorized Signatory: Xxxx Xxxxxxxxx Title of Authorized Signatory: President Email Address of Authorized Entity: Address for Notice of Investing Entity: DWAC Instructions for Common Stock: Subscription Amount: $1,100,000 Shares: 1,880,342 Warrant Shares: 348,750 [PURCHASER SIGNATURE PAGES TO WAVX SECURITIES PURCHASE AGREEMENT] IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Investing Entity: Alpha Capital AG Signature of Authorized Signatory of Investing Entity: /s/ Kounod Xxxxxxxx Name of Authorized Signatory: Kounod Xxxxxxxx Title of Authorized Signatory: Director Email Address of Authorized Entity: Address for Notice of Investing Entity: DWAC Instructions for Common Stock: Subscription Amount: $1,500,000 Shares: 2,564,102 Warrant Shares: 468,750 [SIGNATURE PAGES CONTINUE] [PURCHASER SIGNATURE PAGES TO WAVX SECURITIES PURCHASE AGREEMENT] IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Investing Entity: Xxxxx International Signature of Authorized Signatory of Investing Entity: /s/ Xxxxxxx X. Wilhite____________ Xxxxx Name of Authorized Signatory: Xxxxxxx X. Xxxxxxx Xxxxx Title of Authorized Signatory: Managing Partner Officer Email Address of PurchaserAuthorized Entity: xxxxxxxx@xxxxxxxxxx.xxx Fax Number of Purchaser: (000) 000-0000 Address for Notice of PurchaserInvesting Entity: Ascendiant Capital Partners, LLC 00000 Xxx Xxxxxx Xxxxxx, 16th Floor Irvine, CA 92612 Address DWAC Instructions for Delivery of Securities for Purchaser (if not same as above): Brokerage Identification Code (if delivered via DWAC) Commitment Common Stock: Subscription Amount: Up $400,000 Shares: 683,761 Warrant Shares: 125,000 SCHEDULE 3.1(f) to $10,000,000 [SIGNATURE PAGES CONTINUE] EXHIBIT B DRAW DOWN NOTICE/COMPLIANCE CERTIFICATE TITAN IRON ORE the SECURITIES PURCHASE AGREEMENT DATED DECEMBER 5, 2005 FOR WAVE SYSTEMS CORP. The undersigned hereby certifies, with respect to shares of Common Stock of Titan Iron Ore Corp. (the “Company”) issuable in connection with this Draw Down Notice and Compliance Certificate dated _____________ (the “Notice”), delivered OPTIONS AND WARRANTS OUTSTANDING: Options granted pursuant to the Amended Employee and Restated Securities Purchase Agreement dated as of February __, 2013 (the “Agreement”), as follows:Non-employee Director Stock Option plans 12,237,185 Warrants Outstanding(1) 2,215,412 Total 14,452,597

Appears in 1 contract

Samples: Securities Purchase Agreement (Wave Systems Corp)

Address for Notice. 0000 X. 000 Xxxxxxxx AvenueXxxxxx Xxx, #110 Tucson, AZ 85719 MA 01238 By: /s/ Xxxxxx Xxxxxxx X. Xxxxxx Fax: 000-000-0000 Name: Xxxxxx Xxxxxxx X. Xxxxxx Title: President and CEO Chief Financial Officer With a copy to (which shall not constitute notice): Xxxxxxx Xxxx & Xxxxxxxxx LLP 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 000-000-0000 (phone) 000-000-0000 (fax) [PURCHASER SIGNATURE PAGES TO TFER WAVX SECURITIES PURCHASE AGREEMENT] IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: Ascendiant Capital Partners, LLC Anson Investments Master Fund LP Signature of Authorized Signatory of Purchaser: /s/ Xxxxxxx X. Wilhite____________ Xxxx Xxxxxx Name of Authorized Signatory: Xxxxxxx X. Xxxxxxx Xxxx Xxxxxx Title of Authorized Signatory: Managing Partner Portfolio Management Email Address of PurchaserAuthorized Signatory: xxxxxxxx@xxxxxxxxxx.xxx Fax xxxxxxx@xxxxxxxxxx.xxx Facsimile Number of PurchaserAuthorized Signatory: (000) 000-0000 416.352.1880 Address for Notice of to Purchaser: Ascendiant Capital Partners0000 Xxxxxxxxx Xxxx, LLC Xxxxx 000, Xxxxxx XX 00000 Xxx Xxxxxx Xxxxxx, 16th Floor Irvine, CA 92612 Address for Delivery of Securities for to Purchaser (if not same as aboveaddress for notice): Brokerage Identification Code (if delivered via DWAC) Commitment Fidelity Prime Services 000 Xxxxxxx Xxxx, X0X Xxxxxx, XX 00000 Attn: Xxxx Xxxxxxx Subscription Amount: Up to $10,000,000 [SIGNATURE PAGES CONTINUE] EXHIBIT B DRAW DOWN NOTICE/COMPLIANCE CERTIFICATE TITAN IRON ORE CORP. The undersigned hereby certifies, with respect to shares of Common Stock of Titan Iron Ore Corp. (the “Company”) issuable in connection with this Draw Down Notice and Compliance Certificate dated _____________ (the “Notice”), delivered pursuant to the Amended and Restated Securities Purchase Agreement dated as of February __, 2013 (the “Agreement”), as follows:500,000.30 Shares: 602,410 Warrant Shares: 301,250 EIN Number: XXX

Appears in 1 contract

Samples: Securities Purchase Agreement (Wave Systems Corp)

Address for Notice. 0000 X. Xxxxxxxx Avenue, #110 Tucson, AZ 85719 Authentidate Holding Corp. By: /s/ Xxxxxx X’Xxxxxxx Xxxxxxxx Xxxxxxx Corporate Center Name: Xxxxxx O’Xxxxxxx Xxxxxxxx 000 Xxxxxxx Xxxxx, Fifth Floor Title: President and CEO [PURCHASER SIGNATURE PAGES TO TFER SECURITIES PURCHASE AGREEMENT] IN WITNESS WHEREOFChief Executive Officer Xxxxxxxx Xxxxxxx, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: Ascendiant Capital Partners, LLC Signature of Authorized Signatory of Purchaser: /s/ Xxxxxxx X. Wilhite____________ Name of Authorized Signatory: Xxxxxxx X. Xxxxxxx Title of Authorized Signatory: Managing Partner Email Address of Purchaser: xxxxxxxx@xxxxxxxxxx.xxx Fax Number of PurchaserX.X. 00000 Fax: (000) 000-0000 Email: xxxxxxxxx@xxxxxxxxxxxx.xxx With a copy to (which shall not constitute notice): Xxxxxx & Poliakoff, LLP Fax: (000) 000-0000 00 Xxxxxxxx, 0xx Xxxxx Email: xxxxxxxx@xxxxxx-xxxxxxxxx.xxx Xxx Xxxx, XX 00000 Attention: Xxxxxx X. XxXxxxx, Esq. The Holder: ENCOUNTERCARE SOLUTIONS, INC. Address for Notice Notice: By: /s/ Xxxxxx Xxxxx Name: Fax: Title: Email: With a copy to (which shall not constitute notice): Exhibit A Plan of Purchaser: Ascendiant Capital PartnersDistribution The selling stockholders, LLC 00000 Xxx Xxxxxx Xxxxxxwhich as used herein includes donees, 16th Floor Irvinepledgees, CA 92612 Address for Delivery transferees or other successors-in-interest selling shares of Securities for Purchaser (if not same common stock or interests in shares of common stock received after the date of this prospectus from a selling stockholder as above): Brokerage Identification Code (if delivered via DWAC) Commitment Amount: Up a gift, pledge, partnership distribution or other transfer, may, from time to $10,000,000 [SIGNATURE PAGES CONTINUE] EXHIBIT B DRAW DOWN NOTICE/COMPLIANCE CERTIFICATE TITAN IRON ORE CORPtime, sell, transfer or otherwise dispose of any or all of their shares of common stock or interests in shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. The undersigned hereby certifiesselling stockholders may use any one or more of the following methods when disposing of shares or interests therein: • ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; • block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction; • purchases by a broker-dealer as principal and resale by the broker-dealer for its account; • an exchange distribution in accordance with the rules of the applicable exchange; • privately negotiated transactions; • short sales effected after the date the registration statement of which this Prospectus is a part is declared effective by the SEC; • through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; • broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; • a combination of any such methods of sale; and • any other method permitted by applicable law. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. In connection with the sale of our common stock or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The selling stockholders may also sell shares of our common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The aggregate proceeds to the selling stockholders from the sale of the common stock offered by them will be the purchase price of the common stock less discounts or commissions, if any. Each of the selling stockholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents. We will not receive any of the proceeds from this offering. Upon any exercise of the warrants by payment of cash, however, we will receive the exercise price of the warrants. The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act of 1933, provided that they meet the criteria and conform to the requirements of that rule. The selling stockholders and any underwriters, broker-dealers or agents that participate in the sale of the common stock or interests therein may be “underwriters” within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of the shares may be underwriting discounts and commissions under the Securities Act. Selling stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act. Each selling stockholder has advised us that they have not entered into any written or oral agreements, understandings or arrangements with any underwriter or broker-dealer regarding the sale of the resale shares. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the selling stockholders. To the extent required, the shares of our common stock to be sold, the names of the selling stockholders, the respective purchase prices and public offering prices, the names of any agents, dealer or underwriter, any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus. In order to comply with the securities laws of some states, if applicable, the common stock may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the common stock may not be sold unless it has been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with. We have advised the selling stockholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling stockholders and their affiliates. In addition, to the extent applicable we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling stockholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling stockholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act. We have agreed to indemnify the selling stockholders against liabilities, including liabilities under the Securities Act and state securities laws, relating to the registration of the shares offered by this prospectus. We have agreed with the selling stockholders to keep the registration statement of which this prospectus constitutes a part effective until the earlier of (1) such time as all of the shares covered by this prospectus have been disposed of pursuant to and in accordance with the registration statement or (2) the date on which the shares may be sold without restriction pursuant to Rule 144 of the Securities Act. Exhibit B Authentidate Holding Corp. Selling Securityholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Common Stock Stock”), of Titan Iron Ore Corp. Authentidate Holding Corp., Inc., a Delaware corporation (the “Company”) issuable in connection with this Draw Down Notice and Compliance Certificate dated _____________ ), (the “NoticeRegistrable Securities”) understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement on Form (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), delivered pursuant to of the Amended and Restated Securities Purchase Agreement Registrable Securities, in accordance with the terms of the Registration Rights Agreement, dated as of February __[ , 2013 2011] (the “Registration Rights Agreement”), among the Company and the Holders named therein. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as follows:a selling securityholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Registration Statement and the related prospectus.

Appears in 1 contract

Samples: Registration Rights Agreement (Authentidate Holding Corp)

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Address for Notice. 0000 X. 00 Xxxxxxxx AvenueXxxxxx Xxxx Xxxxxxx, #110 TucsonXxxxxxx Xxxxxx, AZ 85719 X0X 0X0 By: /s/ Xxxxxx Xxxxxxx “Xxxxx Xxxxxxxxx” Name: Xxxxxx Xxxxxxx Xxxxx Xxxxxxxxx Title: President and CEO Chief Executive Officer Email: xxxxxx@xxxxxxxxxx.xxx [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGE FOR PURCHASER FOLLOWS] [PURCHASER SIGNATURE PAGES TO TFER PHRM SECURITIES PURCHASE AGREEMENT] IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: Ascendiant Capital Partners, LLC REDACTED Signature of Authorized Signatory of Purchaser: /s/ Xxxxxxx X. Wilhite____________ REDACTED Name of Authorized Signatory: Xxxxxxx X. Xxxxxxx REDACTED Title of Authorized Signatory: Managing Partner REDACTED Email Address of PurchaserAuthorized Signatory: xxxxxxxx@xxxxxxxxxx.xxx Fax Number of Purchaser: (000) 000-0000 REDACTED Address for Notice of to Purchaser: Ascendiant Capital Partners, LLC 00000 Xxx Xxxxxx Xxxxxx, 16th Floor Irvine, CA 92612 Address REDACTED Instructions for CDS Electronic Delivery of Securities for Purchaser (if not same as above): Brokerage Identification Code (if delivered via DWAC) Commitment Shares: Subscription Amount: Up to $10,000,000 CA$5,000,000 Shares: 7,812,500 Prefunded Warrants: Warrant Shares: 7,812,500 EIN Number: REDACTED [SIGNATURE PAGES CONTINUE] EXHIBIT B DRAW DOWN NOTICE/COMPLIANCE CERTIFICATE TITAN IRON ORE CORP. The [PURCHASER SIGNATURE PAGES TO PHRM SECURITIES PURCHASE AGREEMENT] IN WITNESS WHEREOF, the undersigned hereby certifies, with respect to shares of Common Stock of Titan Iron Ore Corp. (the “Company”) issuable in connection with have caused this Draw Down Notice and Compliance Certificate dated _____________ (the “Notice”), delivered pursuant to the Amended and Restated Securities Purchase Agreement dated to be duly executed by their respective authorized signatories as of February __, 2013 (the “Agreement”), as follows:date first indicated above. Name of Purchaser: REDACTED Signature of Authorized Signatory of Purchaser: REDACTED Name of Authorized Signatory: REDACTED Title of Authorized Signatory: REDACTED Email Address of Authorized Signatory: REDACTED Address for Notice to Purchaser: REDACTED Instructions for CDS Electronic Delivery of Shares: Subscription Amount: CA$5,000,000 Shares: 7,812,500 Prefunded Warrants: Warrant Shares: 7,812,500 EIN Number: REDACTED

Appears in 1 contract

Samples: Securities Purchase Agreement

Address for Notice. 0000 X. Xxxxxxxx AvenuePX Xxx 000. Xxxxxxxxxx, #110 TucsonXxx, AZ 85719 0000, Xxxxxxxxx By: /s/ Xxxxxx Xxxxxxx Jxxxx Xxxxxxxxxxx Fax: +0000000-0000 Name: Xxxxxx Xxxxxxx Jxxxx Xxxxxxxxxxx Title: President and CEO With a copy to (which shall not constitute notice): [PURCHASER SIGNATURE PAGES TO TFER PPCH SECURITIES PURCHASE AGREEMENT] IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: Ascendiant Capital Partners, LLC Delafield Investments Limited Signature of Authorized Signatory of Purchaser: /s/ Xxxxxxx X. Wilhite____________ Jxxxx Xxxxx Name of Authorized Signatory: Xxxxxxx X. Xxxxxxx Jxxxx Xxxxx Title of Authorized Signatory: Managing Partner Director Signature of Authorized Signatory of Purchaser: /s/ Jxxxxx Xxxxx Name of Authorized Signatory: Jxxxxx Xxxxx Title of Authorized Signatory: Director Email Address of PurchaserAuthorized Signatory: xxxxxxxx@xxxxxxxxxx.xxx Fax Reseach @Mxx.xx Facsimile Number of PurchaserAuthorized Signatory: (000) 600-000-0000 Address for Notice of to Purchaser: Ascendiant Capital Partners, LLC 00000 Xxx Xxxxxx Magna 40 Xxxx Xxxxxx, 16th Floor Irvine00xx Xxxxx Xxx Xxxx, CA 92612 Xxx Xxxx 00000 Address for Delivery of Securities for to Purchaser (if not same as aboveaddress for notice): Brokerage Identification Code (if delivered via DWAC) Commitment Subscription Amount: Up to $10,000,000 4,000,000.00 Warrant Shares: 26,190,476 EIN Number: 90-0000000 [SIGNATURE PAGES CONTINUE] EXHIBIT B DRAW DOWN NOTICE/COMPLIANCE CERTIFICATE TITAN IRON ORE 45 DISCLOSURE SCHEDULES TO SECURITIES PURCHASE AGREEMENT BY AND AMONG PROPANC HEALTH GROUP CORP. The undersigned hereby certifies, with respect to shares of Common Stock of Titan Iron Ore Corp. (the “Company”) issuable in connection with this Draw Down Notice and Compliance Certificate dated AND EACH PURCHASER IDENTIFIED ON THE SIGNATURE PAGE Dated as of: October [_____________ (the “Notice”)], delivered pursuant to the Amended and Restated Securities Purchase Agreement dated as of February __, 2013 (the “Agreement”), as follows:2015

Appears in 1 contract

Samples: Securities Purchase Agreement (Propanc Health Group Corp)

Address for Notice. 10X000 00’ Xxxxxx Xxxx Xxxxx, IL 60527 Fax: (000) 000-0000 X. Xxxxxxxx Avenue, #110 Tucson, AZ 85719 By: /s/ Xxxxxx Xxxxxxx Mxxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxx Mxxxxxx Xxxxxxxx Title: President Chief Executive Officer With a copy to (which shall not constitute notice): Pxxxxxxxxx PC 100 X. Xxxxx Avenue, Suite 4200 Chicago, IL 60601 Attn: Jxxxx X. Xxxxxxxx, Esq. Fax: (000) 000-0000 SIGNATURE PAGE FOR PURCHASER FOLLOWS] EXHIBITS AND SCHEDULES Exhibit A Form of Note Exhibit B Form of Warrant Exhibit C Escrow Agreement Exhibit D Security Agreement Exhibit E Form of Investor Questionnaire Exhibit F Second Waiver and CEO [PURCHASER SIGNATURE PAGES Consent Schedule 3 .1(a) Schedule 3.1(g) Schedule 3.1(h) Schedule 3.1(i) Schedule 3.1(o) Schedule 3.1(q) Schedule 3.1(r) Schedc:e 4.5 Exhibit A Form of Note NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE I IAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION DR TI IE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACE OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO TFER AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES PURCHASE AGREEMENT] ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN WITNESS WHEREOFA TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO BORROWER. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES. Original Issue Date: May 8, 2015 Principal Amount: Original Conversion Price (subject to adjustment herein): $13.76 SECURED CONVERTIBLE NOTE DUE NOVEMBER 8, 2016 THIS CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Notes of ACCELERATED PHARMA, INC., a Delaware corporation, (the “Borrower”), having its principal place of business at 10X000 00” Xxxxxx, Xxxx Xxxxx, IL 60527, Fax: (000) 000-0000, due November 8, 2016 (this note, the undersigned have caused this Securities Purchase Agreement “Note” and, collectively with the other notes of such series, the “Notes”). FOR VALUE RECEIVED, Borrower promises to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: Ascendiant Capital Partners, LLC Signature of Authorized Signatory of Purchaser: /s/ Xxxxxxx X. Wilhitepay to [____________ Name of Authorized Signatory: Xxxxxxx X. Xxxxxxx Title of Authorized Signatory: Managing Partner Email Address of Purchaser: xxxxxxxx@xxxxxxxxxx.xxx Fax Number of Purchaser: (000) 000-0000 Address for Notice of Purchaser: Ascendiant Capital Partners], LLC 00000 Xxx Xxxxxx Xxxxxx, 16th Floor Irvine, CA 92612 Address for Delivery of Securities for Purchaser (if not same as above): Brokerage Identification Code (if delivered via DWAC) Commitment Amount: Up to $10,000,000 [SIGNATURE PAGES CONTINUE] EXHIBIT B DRAW DOWN NOTICE/COMPLIANCE CERTIFICATE TITAN IRON ORE CORP. The undersigned hereby certifies, with respect to shares of Common Stock of Titan Iron Ore Corp. or its registered assigns (the “CompanyHolder) issuable in connection with this Draw Down Notice and Compliance Certificate dated ), 10 Xxxxxxx Xxxx, Xxxxxxxx, Xxx York 11559, or shall have paid pursuant to the terms hereunder, the principal sum of [_____________ ]on November 8, 2016 (the “NoticeMaturity Date)) or such earlier date as this Note is required or permitted to be repaid as provided hereunder, delivered pursuant and to pay interest, if any, to the Amended Holder on the aggregate unconverted and Restated Securities Purchase Agreement dated as then outstanding principal amount of February __, 2013 (this Note in accordance with the “Agreement”), as followsprovisions hereof. The Holder of this Note has been granted a security interest in assets of Borrower. This Note is subject to the following additional provisions:

Appears in 1 contract

Samples: Security Agreement (Accelerated Pharma, Inc.)

Address for Notice. 10X000 00xx Xxxxxx Xxxx Xxxxx, IL 60527 Fax: (000) 000-0000 By: /s/Mxxxxxx Xxxxxxxx Name: Mxxxxxx Xxxxxxxx Title: Chief Executive Officer With a copy to (which shall not constitute notice): Polsinelli PC 100 X. Xxxxxxxx Xxxxx Avenue, #110 TucsonSuite 4200 Chicago, AZ 85719 ByIL 60601 Attn: /s/ Xxxxxx Xxxxxxx NameJxxxx X. Xxxxxxxx, Esq. Fax: Xxxxxx Xxxxxxx Title(000) 000-0000 EXHIBITS AND SCHEDULES Exhibit A Form of Note Exhibit B Form of Warrant Exhibit C Escrow Agreement Exhibit D Security Agreement Exhibit E Form of Investor Questionnaire Exhibit F Waiver and Consent Schedule 3.1(a) Schedule 3.1(g) Schedule 3.1(h) Schedule 3.1(i) Schedule 3.1(o) Schedule 3.1(q) Schedule 3.1(r) Schedule 4.5 Exhibit A Form of Note NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE I IAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION DR TI IE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACE OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO BORROWER. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES. Original Issue Date: President May 8, 2015 Principal Amount: Original Conversion Price (subject to adjustment herein): $13.76 SECURED CONVERTIBLE NOTE DUE NOVEMBER 8, 2016 THIS CONVERTIBLE NOTE is one of a series of duly authorized and CEO [PURCHASER SIGNATURE PAGES TO TFER SECURITIES PURCHASE AGREEMENT] IN WITNESS WHEREOFvalidly issued Notes of ACCELERATED PHARMA, INC., a Delaware corporation, (the “Borrower”), having its principal place of business at 10X000 00” Xxxxxx, Xxxx Xxxxx, IL 60527, Fax: (000) 000-0000, due November 8, 2016 (this note, the undersigned have caused this Securities Purchase Agreement “Note” and, collectively with the other notes of such series, the “Notes”). FOR VALUE RECEIVED, Borrower promises to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: Ascendiant Capital Partners, LLC Signature of Authorized Signatory of Purchaser: /s/ Xxxxxxx X. Wilhitepay to [____________ Name of Authorized Signatory: Xxxxxxx X. Xxxxxxx Title of Authorized Signatory: Managing Partner Email Address of Purchaser: xxxxxxxx@xxxxxxxxxx.xxx Fax Number of Purchaser: (000) 000-0000 Address for Notice of Purchaser: Ascendiant Capital Partners], LLC 00000 Xxx Xxxxxx Xxxxxx, 16th Floor Irvine, CA 92612 Address for Delivery of Securities for Purchaser (if not same as above): Brokerage Identification Code (if delivered via DWAC) Commitment Amount: Up to $10,000,000 [SIGNATURE PAGES CONTINUE] EXHIBIT B DRAW DOWN NOTICE/COMPLIANCE CERTIFICATE TITAN IRON ORE CORP. The undersigned hereby certifies, with respect to shares of Common Stock of Titan Iron Ore Corp. or its registered assigns (the “CompanyHolder) issuable in connection with this Draw Down Notice and Compliance Certificate dated ), 10 Xxxxxxx Xxxx, Xxxxxxxx, Xxx York 11559, or shall have paid pursuant to the terms hereunder, the principal sum of [_____________ ]on November 8, 2016 (the “NoticeMaturity Date)) or such earlier date as this Note is required or permitted to be repaid as provided hereunder, delivered pursuant and to pay interest, if any, to the Amended Holder on the aggregate unconverted and Restated Securities Purchase Agreement dated as then outstanding principal amount of February __, 2013 (this Note in accordance with the “Agreement”), as followsprovisions hereof. The Holder of this Note has been granted a security interest in assets of Borrower. This Note is subject to the following additional provisions:

Appears in 1 contract

Samples: Exclusive License Agreement (Accelerated Pharma, Inc.)

Address for Notice. 0000 X. Xxxxxxxx Avenue, #110 Tucson, AZ 85719 By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: President and CEO [PURCHASER SIGNATURE PAGES TO TFER SECURITIES PURCHASE AGREEMENT] IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: Ascendiant Capital Partners, LLC Signature of Authorized Signatory of Purchaser: /s/ Xxxxxxx X. Wilhite__________________________________ Name of Authorized Signatory: Xxxxxxx X. Xxxxxxx Title of Authorized Signatory: Managing Partner Email Address of Purchaser: xxxxxxxx@xxxxxxxxxx.xxx Fax Number of Purchaser: (000) 000-0000 Address for Notice of Purchaser: Ascendiant Capital Partners, LLC 00000 Xxx Xxxxxx Xxxxxx, 16th Floor Irvine, CA 92612 Address for Delivery of Securities for Purchaser (if not same as above): Brokerage Identification Code (if delivered via DWAC) Commitment Amount: Up to $10,000,000 [SIGNATURE PAGES CONTINUE] EXHIBIT B DRAW DOWN NOTICE/COMPLIANCE CERTIFICATE TITAN IRON ORE CORP. The undersigned hereby certifies, with respect to shares of Common Stock of Titan Iron Ore Corp. (the “Company”) issuable in connection with this Draw Down Notice and Compliance Certificate dated _____________ (the “Notice”), delivered pursuant to the Amended and Restated Securities Purchase Agreement dated as of February __October 17, 2013 2012 (the “Agreement”), as follows:

Appears in 1 contract

Samples: Securities Purchase Agreement (Titan Iron Ore Corp.)

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