EIN Number. ☐ Notwithstanding anything contained in this Agreement to 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 by 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.
EIN Number. ☐ Notwithstanding anything contained in this Agreement to 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. [SIGNATURE PAGES CONTINUE] 34 Exhibit A Form of Common Warrant (See Attached) 35 Exhibit B Form of Pre-Funded Warrant (See Attached) 36 Exhibit C Form of Lock-Up Agreement (See Attached)
EIN Number. ¨ Notwithstanding anything contained in this Agreement to 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 by 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. [PURCHASER SIGNATURE PAGES TO NVCN 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: [Redacted] Signature of Authorized Signatory of Purchaser: [/s/ Redacted] Name of Authorized Signatory: [Redacted] Title of Authorized Signatory: [Redacted] Email Address of Authorized Signatory: [Redacted] Facsimile Number of Authorized Signatory: Address for Notice to Purchaser: [Redacted] Address for Delivery of Shares to Purchaser (if not same as address for notice): Subscription Amount: [Redacted] Shares: 525,000 Warrants:262,500 Beneficial Ownership Blocker x 4.99% or ¨ 9.99%
EIN Number. ¨ Notwithstanding anything contained in this Agreement to 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 third (3rd) 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. [SIGNATURE PAGES CONTINUE] Schedule 3.1(g) The total number of shares of stock the Company has authority to issue is 240,000,000, divided into (i) 40,000,000 shares of preferred stock, of which 200,000 shares have been designated as Series A Junior Participating Preferred Stock, of which, none are issued and outstanding, and (ii) 200,000,000 shares of Common Stock, After giving effect to the issuance of the Shares and immediately after the Closing, (a) 119,614,626 shares of Common Stock will be issued and outstanding, (b) 31,649,835 shares will be reserved for issuance upon conversion of issued and outstanding options, warrants and other derivative securities (excluding shares reserved for future issuance under employee benefit plans, which are described in clause (c) of this paragraph, (c) 6,046,169 shares will be reserved for issuance under the Company’s equity compensation plans, of which 3,584,686 shares are subject to currently outstanding awards. The issuance and sale of the Shares will reduce the exercise price of warrants to purchase 2,137,650 shares of Common Stock from $0.46 to $0.28 per share. Such warrants were originally issued in March 2007 and expire on March 9, 2012.
EIN Number. ¨Notwithstanding anything contained in this Agreement to the contrary, by checking this box the above-signed agrees that 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 shall be unconditional and all conditions to Closing in favor of the above-signed shall be disregarded. Notwithstanding the foregoing, in the event the Company accepts the above-signed’s subscription for the Company’s securities and any conditions to Closing contemplated by this Agreement that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) are not satisfied as of the Closing, such deliverable shall 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.
EIN Number. If your group does NOT have a 501(c)(3) designation with the IRS, please state the purpose of your group and note that signing this Agreement means that the group will not charge the public for meeting/event participation unless previously approved by the Library Trustees in one of their monthly meetings, and such decision is reflected in their public meeting minutes published on the Xxxxxxxx Memorial Library web site. Purpose of group: Date (s) Desired: From: to (please factor in setup and cleanup times) Room Desired: Nr. Tables Needed: Nr. Chairs Needed: Event Start Time: Anticipated number of attendees: The following is a checklist of items that the signer of this form must initial, indicating an understanding of the item and compliance with the policy. P lease initial ALL items - your r eservation may be canceled without notice if this form is not completed in its entirety. R OOM AVAILABILITY All meetings held must be open to the public as they are subject to the Open Meeting Law. Should special accommodations pursuant to ADA regulations be requested for a non-library sponsored program, the group/sponsor is responsible for providing said accommodations (ex. sign language interpretation). There will be no exclusion from the use of the rooms based on points of view, beliefs, or affiliations of the sponsors or participants provided the event does not interfere with Library operations and safety or violate applicable law. However, use of meeting rooms may be denied to any group or individual by the Library Director for just cause, including, but not limited to, failure to abide by library rules or policies. Appeal of such denial of access may be made in writing to the Board of Library Trustees. Use of the rooms by any group in no way constitutes endorsement of the group’s policies or activities by the Library. Promotional or advertising campaigns directed at profit-making may not be conducted. Rooms may not be used for commercial services or purposes. No attendance fees may be charged. Reasonable charges for materials required for certain programs may be made, subject to the advance approval of the Library Director. Speakers, authors, musicians, performers, or artists at library-initiated programs may offer items related to their presentation for sale to the audience at the event.
EIN Number. ¨ Notwithstanding anything contained in this Agreement to 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 Closing Date 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.
EIN Number. ¨ Notwithstanding anything contained in this Agreement to 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 third (3rd) 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. [SIGNATURE PAGES CONTINUE] [EXHIBIT A Form of Warrant] Schedule 3.1(e) Subsidiaries Subsidiary Jurisdiction of Organization APDN (B.V.I.) Inc. British Virgin Islands Applied DNA Sciences Europe Limited United Kingdom Schedule 3.1(f) Organization and Qualification Qualifications of the Company to Conduct Business as Foreign Entity None. Jurisdictions of Organization of Subsidiaries Subsidiary Jurisdiction of Organization APDN (B.V.I.) Inc. British Virgin Islands Applied DNA Sciences Europe Limited United Kingdom Schedule 3.1(j)(v) Filings, Consents and Approvals Consents of or waivers by the following persons:
