Purchase and Sale of Note and Warrants Clause Samples

Purchase and Sale of Note and Warrants. On the Closing Date (as hereinafter defined), subject to the terms and conditions of this Agreement, the Investor hereby agrees to purchase and the Company shall sell and issue (i) a Note in the principal amount set forth opposite the Investor’s name on Schedule A hereto and (ii) a Warrant to acquire that number of shares of Warrant Shares as is set forth opposite the Investor’s name on Schedule A hereto (the “Warrant Shares”).

Purchase and Sale of Note and Warrants. (a) On the Closing Date (as defined in Section 1.2) (i) the Company shall issue to the Investor a promissory note, substantially in the form of Exhibit 1.1A attached hereto (the “Note”), which Note shall evidence the advance made by the Investor to the Company pursuant to this Agreement and (ii) the Guarantor shall issue to the Investor warrants (the “Warrants”) granting to the Investor the right to purchase Three Million Three Hundred Thirty-Three Thousand Three Hundred Thirty-Three (3,333,333) shares of fully paid and non-assessable Common Stock (as defined below), at a per share purchase price of Two Dollars and 50/100 ($2.50) (the “Exercise Price”). (b) Upon satisfaction of the terms and conditions set forth in ARTICLE IV and in reliance on the representations and warranties of the Company and the Guarantor set forth herein and in the other Transaction Documents (as defined in Section 2.1(b)), the Investor, severally and not jointly, shall advance to the Company an amount equal to the Investor’s Commitment Percentage of $20,000,000 as described in this Section 1.1, less (i) the original issue discount set forth below and (ii) the amount of fees and expenses of the Investor the Company is obligated to pay pursuant to Section 7.1. “Commitment Percentage” of the Investor shall mean the percentage set forth below the Investor’s names on the signature page hereof.

Purchase and Sale of Note and Warrants. Upon the following terms and conditions, the Company shall issue and sell to the Purchaser, and Purchaser shall, purchase from the Company (i) a Note in substantially the form attached hereto as Exhibit A, and (ii) warrants to purchase shares of Common Stock, in substantially the form attached hereto as Exhibits ▇-▇, ▇-▇, ▇-▇ and B-4 (the "Warrants"), for an aggregate purchase price to the Company from Purchaser of $1,000,000 (the "Purchase Price"). The Company and the Purchaser are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated there under (the "Securities Act"), including Regulation D ("Regulation D"), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder.

Purchase and Sale of Note and Warrants. (a) At the Closing (as defined below), the Company shall issue and sell to Purchaser, and Purchaser shall purchase from the Company, a promissory note in the aggregate principal amount of $1,750,000 (the "Purchase Price"), bearing interest at the rate of three and one-half percent (3 1/2%) per annum, in substantially the form attached hereto as Exhibit B (the "Note"). (b) At the Closing, the Company shall issue to Purchaser warrants to purchase an aggregate of one million seven hundred fifty thousand (1,750,000) shares of the common stock of the Company, par value $.01 per share ("Common Stock") in substantially the form attached hereto as Exhibit C (the "Long Term Warrants") The Long Term Warrants shall be exercisable for a period of two (2) years from the date of issuance and shall have an exercise price equal to $1.25 per share. (c) At the Closing, the Company shall issue to Purchaser warrants to purchase an aggregate of two million (2,000,000) shares of the Common Stock in substantially the form attached hereto as Exhibit D (the "Short Term Warrants" and, together with the Long Term Warrants, the "Warrants") The Short Term Warrants shall be exercisable for a period which is the later of: (i) six (6) months following the date of issuance, and (ii) one hundred and twenty (120) days following the date the Registration Statement (as defined below) is declared effective by the Securities and Exchange Commission. The Short Term Warrants shall have an exercise price equal to $.43 cents per share. (d) In consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Company agrees to issue and sell to the Purchaser and the Purchaser agree to purchase the Note and Warrants. The closing under this Agreement (the "Closing") shall take place at the offices of Jenkens & Gilchrist Parker Chapin LLP, The Chrysler Building, 405 Lexingto▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇w York 10174 upon the satisfacti▇▇ ▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ 4 and 5 hereof (the "Closing Date"). (e) The Company has authorized and has reserved and covenants to continue to reserve, free of preemptive rights and other similar contractual rights of stockholders, a number of its authorized but unissued shares of its Common Stock equal to at least 100% of the aggregate number of shares of Common Stock to effect the exercise of the Warrants. Any shares of Common Stock issuable upon exercise of the Warrants (and such shares wh...

Purchase and Sale of Note and Warrants. Section 1.1 Purchase and Sale of Note. Upon the following terms and conditions, (a) the Company and one of its subsidiaries, Nectar Services Corp., a Delaware Corporation (“ Nectar ” and together with the Company, the “ Issuers ”) shall jointly issue and sell to the Purchasers and each of the Purchasers shall purchase from the Company, 10% convertible bridge notes in the aggregate principal amount of five hundred thousand ($500,000.00) (the “ Note ”). The Notes provide for (i) optional conversion into shares of the Company’s common stock, par value $0.0001 per share (the “ Common Stock ”) and (ii) mandatory conversion upon the occurrence of a Qualified Financing (as defined in the Note). The Note shall be substantially in the form attached hereto as Exhibit B .. The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Rule 506 of Regulation D (“ Regulation D ”) as promulgated by the United States Securities and Exchange Commission (the “ Commission ”) under the Securities Act of 1933, as amended (the “ Securities Act ”) or Section 4(2) of the Securities Act.

Purchase and Sale of Note and Warrants. Subject to the terms and conditions contained herein and in reliance upon the representations and warranties of the Purchaser contained herein, the Company hereby agrees to sell to the Purchaser and, subject to the terms and conditions set forth herein and in reliance upon the representations and warranties of the Company contained herein, Purchaser agrees to purchase from the Company the Notes with the

Purchase and Sale of Note and Warrants