Sale and Issuance of Notes and Warrants. Subject to the terms and conditions of this Agreement, the Company hereby agrees to sell and issue to the Purchasers, and the Purchasers, severally but not jointly, hereby agree to purchase from the Company, the principal amount of Notes and the number of Warrants set forth opposite such Purchaser's name on Schedule 1 hereto in exchange for cash in the aggregate amount of $28,231,167 (the "Purchase Price").
Sale and Issuance of Notes and Warrants. (a) The Company shall adopt and file with the Secretary of State of Nevada on or before the Closing (as defined below) the Amended Certificate of Incorporation in the form of Exhibit C attached to this Agreement (the “Amended Certificate”).
Sale and Issuance of Notes and Warrants. Subject to the terms and conditions of this Agreement, each Buyer agrees, severally and not jointly, to purchase, and the Company agrees to sell and issue to each Buyer, (x) Notes with an aggregate principal amount equal to the amount set forth in the column designated “Note Principal Amount” opposite such Buyer’s name on the Schedule of Buyers and (y) the number of Warrants set forth in the column designated “Number of Warrant Shares” opposite such Buyer’s name on the Schedule of Buyers. For each Buyer, the number of Warrant Shares underlying such Buyer’s Warrants shall equal (i) one-half of the principal amount of the Notes purchased by such Buyer divided by (ii) 80% of the closing bid price on the day immediately proceeding the date of this Agreement. The aggregate principal amount of the Notes shall equal not less than $800,000 and not more than $1,097,000 (the “Purchase Price”). The Company’s agreement with each Buyer is a separate agreement, and the sale and issuance of the Notes and Warrants to each Buyer is a separate sale and issuance.
Sale and Issuance of Notes and Warrants. Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase severally and not jointly at the Closing (as defined below) and the Company agrees to sell and issue to each Purchaser a Note in the principal amount set forth opposite such Purchaser’s name on Exhibit A-2. With respect to each Purchaser, the purchase price of each Note shall be as set forth opposite such Purchaser’s name on Exhibit A-2. Subject to the terms and conditions of this Agreement, each Holder is receiving a Warrant to purchase the number of shares of Common Stock (with respect to each Holder, their “Warrant Shares”) set forth opposite such Holder’s name on Exhibit A-1. With respect to each Holder, the purchase price of each Warrant shall be as set forth opposite such Holder’s name on Exhibit A-1.
Sale and Issuance of Notes and Warrants. Subject to the terms and conditions set forth in this Agreement, at the Initial Closing (as defined below), each Investor shall, severally and not jointly, purchase from the Company, and the Company shall sell and issue to such Investor, in exchange for cash in the amount set forth opposite such Investor's name under the heading "Purchase Price" on Schedule A or Schedule B hereto, as applicable, (i) a senior secured promissory note in substantially the form attached hereto as Exhibit A (each, a "Note" and collectively, the "Notes") in the principal amount set forth opposite such Investor's name under the heading "Principal Amount of Note to be Purchased" on Schedule A or Schedule B hereto, as applicable, which Note shall be delivered to such Investor at the Initial Closing, (ii) a warrant in the form attached hereto as Exhibit B (each, an "Initial Warrant" and collectively, the "Initial Warrants") to purchase such number of shares of the Company's common stock, par value $0.0005 per share (the "Common Stock"), set forth opposite such Investor's name under the heading "Number of Initial Warrants to be Issued" on Schedule A hereto, which Initial Warrants shall be delivered to such Investor at or reasonably promptly (but in no event more than 15 days) after the Initial Closing (as specified in Section 1.2(a)), and (iii) a warrant in the form attached hereto as Exhibit B (each, a "Subsequent Warrant" and collectively, the "Subsequent Warrants"; together with the Initial Warrants, the "Warrants") to purchase such number of shares of the Company's Common Stock set forth opposite such Investor's name under the heading "Number of Subsequent Warrants to be Issued" on Schedule A or Schedule B hereto, as applicable, which Subsequent Warrant shall be delivered to such Investor at the Second Closing (as defined below).
Sale and Issuance of Notes and Warrants. Subject to the terms --------------------------------------- and conditions of this Agreement, each Purchaser agrees to purchase at the Closing and the Company agrees to sell and issue to each Purchaser a Note in the principal amount specified with respect to such Purchaser on Exhibit A to this --------- Agreement, and a Warrant to purchase the number of shares of Common Stock specified with respect to such Purchaser on Exhibit A to this Agreement, which --------- number of shares shall be calculated on the basis of five (5) shares per $1.00 in principal under such Purchaser's Note. The purchase price of each Note shall be equal to 100% of the principal amount of such Note, and the purchase price of each Warrant shall be $0.0001 for each share of Common Stock issuable thereunder. The Company's agreements with each of the Purchasers are separate agreements, and the sales of the Notes and Warrants to each of the Purchasers are separate sales.
Sale and Issuance of Notes and Warrants. Subject to the terms and --------------------------------------- conditions of this Agreement, the Purchaser agrees to purchase at the Closing and the Company agrees to sell and issue to the Purchaser a Convertible Note in the principal amount of $250,000, a Secured Note in the principal amount of $1,000,000 and a Warrant to purchase 2,275,445 shares of Common Stock. The purchase price of each Note shall be equal to 100% of the principal amount of such Note and the exercise price of the shares issuable upon exercise of the Warrant shall be $0.45 per share.
Sale and Issuance of Notes and Warrants. Upon the terms and subject to the conditions of this Agreement, the Investors severally and not jointly agree to purchase at the Closing (as defined below), and the Company agrees to sell and issue to the Investors at the Closing, (i) Notes in the respective principal amounts set forth on Exhibit A (the "Funding Amount"), at a price equal to 100% of the Issue Price thereof, and (ii) Warrants to purchase such number of shares of the Company's Common Stock determined as follows:
Sale and Issuance of Notes and Warrants. (a) On or prior to the Closing (as defined below), the Company shall have authorized (i) the sale and issuance to the Investors of the Notes, (ii) the sale and issuance to the Investors of the Warrants, and (iii) the issuance of the shares of Common Stock to be issuable upon exercise of the Warrants (the “Warrant Shares”).
Sale and Issuance of Notes and Warrants. Upon the terms and subject to the conditions of the Original Agreement, as amended by this Waiver and Amendment, the Investors severally and not jointly agree to purchase at the Closing (as defined in Section 1.2 below), and the Company agrees to sell and issue to the Investors at the Closing, (i) convertible promissory notes in the form of Exhibit B hereto (the "Notes") in the respective principal amounts set forth on Exhibit A (the "Funding Amount"), at a price equal to 100% of the Issue Price (as defined in the Note) thereof, and (ii) warrants in the form of Exhibit C-1 to the Original Agreement (the "Warrants") to purchase such number of shares of the Company's Common Stock determined as follows:
