Common use of Repayment from Proceeds Clause in Contracts

Repayment from Proceeds. If, at any time prior to the full repayment or full conversion of all amounts owed under the Note, the Company receives cash proceeds from an offering of Common Stock (or units consisting of Common Stock and warrants to purchase Common Stock) that will result in the immediate listing for trading of the Common Stock on the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, or any other national securities exchange (or any successors to any of the foregoing) (an “Uplist Offering”), the Company shall, within one (1) business day of Company’s receipt of such proceeds, inform the Buyer of or publicly disclose such Uplist Offering, following which the Buyer shall have the right in its sole discretion to require the Company to immediately apply the proceeds received by the Company pursuant to the Uplist Offering to repay all or any portion of the outstanding Principal and Interest (including any Default Interest) then due under the Note. If, at any time after the date that is 180 days after the Closing Date and the Company has failed to consummate an Uplist Offering prior to such date, the Company receives cash proceeds from the sale of any convertible securities, the issuance of equity or debt, the conversion of outstanding warrants of the Company, or the issuance of securities pursuant to an equity line of credit of the Company in a registered offering, the Company shall, within one (1) business day of Company’s receipt of such proceeds, inform the Buyer of or publicly disclose the receipt of proceeds of such offering, following which the Buyer shall have the right in its sole discretion to require the Company to immediately apply the proceeds received by the Company pursuant to such offering to repay up to 50% of the outstanding Principal and Interest (including any Default Interest) then due under the Note. Failure of the Company to comply with this provision shall constitute an Event of Default.

Repayment from Proceeds. If, at any time prior to the full repayment or full conversion of all amounts owed under the this Note, the Company or any of the Company’s Subsidiaries receives cash proceeds from an offering any source or series of Common Stock related or unrelated sources on or after the Issue Date, including but not limited to, from payments from customers, the issuance of equity or debt, the incurrence of Indebtedness (as defined in this Note), a merchant cash advance, sale of receivables or units consisting similar transaction, the conversion of Common Stock and outstanding warrants to purchase Common Stock) that will result in the immediate listing for trading of the Common Stock on the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, Company or any other national securities exchange (or any successors to any of the foregoingCompany’s Subsidiaries, the issuance of securities pursuant to an Equity Line of Credit (as defined in this Note) (an “Uplist Offering”)of the Company, or the sale of assets by the Company or any of the Company’s Subsidiaries, the Company shall, within one (1) business day of Company’s or the Subsidiaries’ receipt of such proceeds, inform the Buyer Holder of or publicly disclose such Uplist Offeringreceipt, following which the Buyer Holder shall have the right in its sole discretion to require the Company or the Subsidiaries to immediately apply the up to 100% of such proceeds received by the Company pursuant to the Uplist Offering to repay all or any portion of the outstanding Principal Amount and Interest interest (including any Default Interest) then due under the Note. If, at any time after the date that is 180 days after the Closing Date and the Company has failed to consummate an Uplist Offering prior to such date, the Company receives cash proceeds from the sale of any convertible securities, the issuance of equity or debt, the conversion of outstanding warrants of the Company, or the issuance of securities pursuant to an equity line of credit of the Company in a registered offering, the Company shall, within one (1) business day of Company’s receipt of such proceeds, inform the Buyer of or publicly disclose the receipt of proceeds of such offering, following which the Buyer shall have the right in its sole discretion to require the Company to immediately apply the proceeds received by the Company pursuant to such offering to repay up to 50% of the outstanding Principal and Interest (including any Default Interest) then due under the this Note. Failure of the Company to comply with this provision shall constitute an Event of Default. “Equity Line of Credit” shall mean any transaction involving a written agreement between the Company and an investor or underwriter whereby the Company has the right to “put” its Common Stock to the investor or underwriter over an agreed period of time and at an agreed price or price formula (such Common Stock must be registered pursuant to a registration statement of the Company for the investor’s or underwriter’s resale). For the avoidance of doubt, the 120% repayment premium as further provided for in Section 1.9 of this Note shall not apply to any repayment of the Note under this Section 1.10 prior to the occurrence of an Event of Default. Notwithstanding the foregoing, this Section 1.10 of this Note shall not apply to the initial aggregate amount of $5,000,000 of proceeds received by the Company or any of the Company’s Subsidiaries from any source or transaction or series of related or unrelated sources or transactions on or after the Issue Date, excluding the Purchase Price of this Note.

Repayment from Proceeds. If, at any time prior to the full repayment or full conversion of all amounts owed under the this Note, the Company or any of the Company’s Subsidiaries receives cash proceeds from an offering any source or series of Common Stock related or unrelated sources on or after the Issue Date, including but not limited to, from payments from customers, the issuance of equity or debt, the incurrence of Indebtedness (as defined in this Note), a merchant cash advance, sale of receivables or units consisting similar transaction, the conversion of Common Stock and outstanding warrants to purchase Common Stock) that will result in the immediate listing for trading of the Common Stock on the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, Company or any other national securities exchange (or any successors to any of the foregoingCompany’s Subsidiaries, the issuance of securities pursuant to an Equity Line of Credit (as defined in this Note) (an “Uplist Offering”)of the Company, or the sale of assets by the Company or any of the Company’s Subsidiaries, the Company shall, within one (1) business day of Company’s or the Subsidiaries’ receipt of such proceeds, inform the Buyer Holder of or publicly disclose such Uplist Offeringreceipt, following which the Buyer Holder shall have the right in its sole discretion to require the Company or the Subsidiaries to immediately apply the up to 100% of such proceeds received by the Company pursuant to the Uplist Offering to repay all or any portion of the outstanding Principal Amount under this Note in an amount equal to such proceeds times the ratio of (a) the initial Principal Amount of this Note to (b) the aggregate principal amount and Interest any interest (including any Default Interest) then due under of all other unsecured promissory notes (including this Note) based on substantially the Note. If, at any time form of this Note issued from and after the date that is 180 days after the Closing Date and the Company has failed to consummate an Uplist Offering prior to such date, the Company receives cash proceeds from the sale of any convertible securities, the issuance of equity or debt, the conversion of outstanding warrants of the Company, or the issuance of securities pursuant to an equity line of credit of the Company in a registered offering, the Company shall, within one (1) business day of Company’s receipt of such proceeds, inform the Buyer of or publicly disclose the receipt of proceeds of such offering, following which the Buyer shall have the right in its sole discretion to require the Company to immediately apply the proceeds received by the Company pursuant to such offering to repay up to 50% of the outstanding Principal and Interest (including any Default Interest) then due under the Notefirst set forth above. Failure of the Company to comply with this provision shall constitute an Event of Default. “Equity Line of Credit” shall mean any transaction involving a written agreement between the Company and an investor or underwriter whereby the Company has the right to “put” its Common Stock to the investor or underwriter over an agreed period of time and at an agreed price or price formula (such Common Stock must be registered pursuant to a registration statement of the Company for the investor’s or underwriter’s resale). For the avoidance of doubt, the 120% repayment premium as further provided for in Section 1.9 of this Note shall not apply to any repayment of the Note under this Section 1.10 prior to the occurrence of an Event of Default. Notwithstanding the foregoing, this Section 1.10 of this Note shall not apply to the initial aggregate amount of $5,000,000 of proceeds received by the Company or any of the Company’s Subsidiaries from any source or transaction or series of related or unrelated sources or transactions on or after the Issue Date, excluding the Purchase Price of this Note.

Repayment from Proceeds. If, at any time prior to the full repayment or full conversion of all amounts owed under the this Note, the Company or any of the Company’s Subsidiaries (as defined in the Purchase Agreement) receives cash proceeds from an offering any source or series of Common Stock (related or units consisting unrelated sources on or after the Issue Date, including but not limited to, from payments from customers, the issuance of Common Stock and equity or debt, the incurrence of indebtedness for borrowed money, a merchant cash advance, sale of receivables or similar transaction, the conversion of outstanding warrants to purchase Common Stock) that will result in the immediate listing for trading of the Common Stock on the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, Company or any other national securities exchange (or any successors to any of the foregoingCompany’s Subsidiaries, the issuance of securities pursuant to an Equity Line of Credit (as defined in this Note) (an “Uplist Offering”)of the Company, or the sale of assets by the Company or any of the Company’s Subsidiaries, the Company shall, within one (1) business day of Company’s or the Subsidiaries’ receipt of such proceeds, inform the Buyer Holder of or publicly disclose such Uplist Offeringreceipt, following which the Buyer Holder shall have the right in its sole discretion to require the Company or the Subsidiaries to immediately apply the up to 50% of such proceeds received by the Company pursuant to the Uplist Offering to repay all or any portion of the outstanding Principal Amount and Interest interest (including any Default Interest) then due under the Note. If, at any time after the date that is 180 days after the Closing Date and the Company has failed to consummate an Uplist Offering prior to such date, the Company receives cash proceeds from the sale of any convertible securities, the issuance of equity or debt, the conversion of outstanding warrants of the Company, or the issuance of securities pursuant to an equity line of credit of the Company in a registered offering, the Company shall, within one (1) business day of Company’s receipt of such proceeds, inform the Buyer of or publicly disclose the receipt of proceeds of such offering, following which the Buyer shall have the right in its sole discretion to require the Company to immediately apply the proceeds received by the Company pursuant to such offering to repay up to 50% of the outstanding Principal and Interest (including any Default Interest) then due under the this Note. Failure of the Company to comply with this provision shall constitute an Event of Default. “Equity Line of Credit” shall mean any transaction involving a written agreement between the Company and an investor or underwriter whereby the Company has the right to “put” its Common Stock to the investor or underwriter over an agreed period of time and at an agreed price or price formula (such Common Stock must be registered pursuant to a registration statement of the Company for the investor’s or underwriter’s resale).

Repayment from Proceeds. If, at any time prior to the full repayment or full conversion of all amounts owed under the this Note, the Company receives cash proceeds from an offering of Common Stock more than $2,000,000.00 (or units consisting of Common Stock and warrants to purchase Common Stockthe “Minimum Threshold”) that will result in the immediate listing aggregate (for trading the avoidance of doubt, each time that the Company receives cash proceeds on or after the Issue Date (except with respect to this Note), such amount shall be aggregated together for purposes of calculating the Minimum Threshold), from the issuance of equity (excluding the issuance of equity pursuant to an Equity Line of Credit (as defined in this Note)) or debt, the conversion of outstanding warrants of the Common Stock on Borrower, or the NYSE Americansale of assets, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, or any other national securities exchange (or any successors to any of the foregoing) (an “Uplist Offering”), the Company Borrower shall, within one (1) business day of CompanyBorrower’s receipt of such proceeds, inform the Buyer Holder of or publicly disclose such Uplist Offeringreceipt, following which the Buyer Holder shall have the right in its sole discretion to require the Company Borrower to immediately apply up to 50% of such proceeds after the proceeds received by the Company pursuant to the Uplist Offering Minimum Threshold to repay all or any portion of the outstanding Principal Amount and Interest interest (including any Default Interest) then due under the Note. If, at any time after the date that is 180 days after the Closing Date and the Company has failed to consummate an Uplist Offering prior to such date, the Company receives cash proceeds from the sale of any convertible securities, the issuance of equity or debt, the conversion of outstanding warrants of the Company, or the issuance of securities pursuant to an equity line of credit of the Company in a registered offering, the Company shall, within one (1) business day of Company’s receipt of such proceeds, inform the Buyer of or publicly disclose the receipt of proceeds of such offering, following which the Buyer shall have the right in its sole discretion to require the Company to immediately apply the proceeds received by the Company pursuant to such offering to repay up to 50% of the outstanding Principal and Interest (including any Default Interest) then due under the this Note. Failure of the Company Borrower to comply with this provision shall constitute an Event of Default. “Equity Line of Credit” shall include any transaction involving a written agreement between the Company and an investor or underwriter whereby the Company has the right to “put” its securities to the investor or underwriter, after such securities have been registered for resale by such investor or underwriter pursuant to an effective registration statement, over an agreed period of time and at an agreed price or price formula (other than customary “preemptive” or “participation” rights or “weighted average” or “full-ratchet” anti-dilution provisions or in connection with fixed-price rights offerings and similar transactions).

Repayment from Proceeds. If, at any time prior to the full repayment or full conversion of all amounts owed under the this Note, the Company or any of the Company’s Subsidiaries receives cash proceeds from an offering any source or series of Common Stock related or unrelated sources on or after the Issue Date, including but not limited to, from payments from customers, the issuance of equity or debt, the incurrence of Indebtedness (as defined in this Note), a merchant cash advance, sale of receivables or units consisting similar transaction, the conversion of Common Stock and outstanding warrants to purchase Common Stock) that will result in the immediate listing for trading of the Common Stock on the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, Company or any other national securities exchange (or any successors to any of the foregoingCompany’s Subsidiaries, the issuance of securities pursuant to an Equity Line of Credit (as defined in this Note) (an “Uplist Offering”)of the Company, or the sale of assets by the Company or any of the Company’s Subsidiaries, the Company shall, within one (1) business day of Company’s or the Subsidiaries’ receipt of such proceeds, inform the Buyer Holder of or publicly disclose such Uplist Offeringreceipt, following which the Buyer Holder shall have the right in its sole discretion to require the Company or the Subsidiaries to immediately apply the up to 100% of such proceeds received by the Company pursuant to the Uplist Offering to repay all or any portion of the outstanding Principal Amount under this Note in an amount equal to such proceeds times the ratio of (a) the initial Principal Amount of this Note to (b) the aggregate principal amount and Interest any interest (including any Default Interest) then due under of all other unsecured promissory notes (including this Note) as listed on Schedule A and others based on substantially the Note. If, at any time form of this Note issued from and after the date that is 180 days after first set forth above within the Closing Date and the Company has failed to consummate an Uplist Offering prior to such date, the Company receives cash proceeds from the sale aggregate limit set forth in Second 2.2(a) of any convertible securities, the issuance of equity or debt, the conversion of outstanding warrants of the Company, or the issuance of securities pursuant to an equity line of credit of the Company in a registered offering, the Company shall, within one (1) business day of Company’s receipt of such proceeds, inform the Buyer of or publicly disclose the receipt of proceeds of such offering, following which the Buyer shall have the right in its sole discretion to require the Company to immediately apply the proceeds received by the Company pursuant to such offering to repay up to 50% of the outstanding Principal and Interest (including any Default Interest) then due under the this Note. Failure of the Company to comply with this provision shall constitute an Event of Default.

Repayment from Proceeds. If, at any time prior to the full repayment or full conversion of all amounts owed under the this Note, the Company or any of the Company’s Subsidiaries receives cash proceeds from an offering any source or series of Common Stock related or unrelated sources on or after the Issue Date, including but not limited to, from payments from customers, the issuance of equity or debt, the incurrence of Indebtedness (as defined in this Note), a merchant cash advance, sale of receivables or units consisting similar transaction, the conversion of Common Stock and outstanding warrants to purchase Common Stock) that will result in the immediate listing for trading of the Common Stock on the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, Company or any other national securities exchange (or any successors to any of the foregoingCompany’s Subsidiaries, the issuance of securities pursuant to an Equity Line of Credit (as defined in this Note) (an “Uplist Offering”)of the Company, or the sale of assets by the Company or any of the Company’s Subsidiaries, the Company shall, within one (1) business day of Company’s or the Subsidiaries’ receipt of such proceeds, inform the Buyer Holder of or publicly disclose such Uplist Offeringreceipt, following which the Buyer Holder shall have the right in its sole discretion to require the Company or the Subsidiaries to immediately apply the up to 100% of such proceeds received by the Company pursuant to the Uplist Offering to repay all or any portion of the outstanding Principal Amount and Interest interest (including any Default Interest) then due under the Note. If, at any time after the date that is 180 days after the Closing Date and the Company has failed to consummate an Uplist Offering prior to such date, the Company receives cash proceeds from the sale of any convertible securities, the issuance of equity or debt, the conversion of outstanding warrants of the Company, or the issuance of securities pursuant to an equity line of credit of the Company in a registered offering, the Company shall, within one (1) business day of Company’s receipt of such proceeds, inform the Buyer of or publicly disclose the receipt of proceeds of such offering, following which the Buyer shall have the right in its sole discretion to require the Company to immediately apply the proceeds received by the Company pursuant to such offering to repay up to 50% of the outstanding Principal and Interest (including any Default Interest) then due under the this Note. Failure of the Company to comply with this provision shall constitute an Event of Default. “Equity Line of Credit” shall mean any transaction involving a written agreement between the Company and an investor or underwriter whereby the Company has the right to “put” its Common Stock to the investor or underwriter over an agreed period of time and at an agreed price or price formula (such Common Stock must be registered pursuant to a registration statement of the Company for the investor’s or underwriter’s resale). For the avoidance of doubt, the 120% repayment premium as further provided for in Section 1.9 of this Note shall not apply to any repayment of the Note under this Section 1.10 prior to the occurrence of an Event of Default. Notwithstanding the foregoing, this Section 1.10 of this Note shall not apply to the initial aggregate amount of $300,000.00 of proceeds received by the Company or any of the Company’s Subsidiaries from any source or transaction or series of related or unrelated sources or transactions on or after the Issue Date, excluding the Purchase Price of this Note.