Common use of Issuance Clause in Contracts

Issuance. In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without limitation the Purchase Price (as defined in the Purchase Agreement), the receipt and sufficiency of which are hereby acknowledged by HOMELAND RESOURCES LTD., A NEVADA CORPORATION (“Company”); TYPENEX CO-INVESTMENT, LLC, A UTAH LIMITED LIABILITY COMPANY, ITS SUCCESSORS AND/OR REGISTERED ASSIGNS (“Investor”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), 175,000 shares of fully paid and non-assessable shares (the “Warrant Shares”) of Company’s common stock, par value $0.0001 per share (the “Common Stock”), as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant to Purchase Shares of Common Stock (this “Warrant”). This Warrant is being issued pursuant to the terms of that certain Securities Purchase Agreement dated January 22, 2015, to which Company and Investor are parties (as the same may be amended from time to time, the “Purchase Agreement”). Unless otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. This Warrant was issued to Investor on January 22, 2015 (the “Issue Date”). For the avoidance of doubt, the Purchase Price constitutes payment in full for this Warrant.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Homeland Resources Ltd.), Homeland Resources Ltd.

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Issuance. In consideration of good and valuable consideration as set forth in the Purchase Agreement (as defined below), including without limitation the Initial Cash Purchase Price (as defined in the Purchase Agreement), the receipt and sufficiency of which are hereby acknowledged by HOMELAND RESOURCES LTDEMPIRE GLOBAL CORP., A NEVADA CORPORATION a Delaware corporation ("Company"); TYPENEX CO-INVESTMENT, LLC, A UTAH LIMITED LIABILITY COMPANYa Utah limited liability company, ITS SUCCESSORS AND/OR REGISTERED ASSIGNS its successors and/or registered assigns ("Investor"), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the "Expiration Date"), 175,000 shares a number of fully paid and non-assessable shares (the "Warrant Shares") of Company’s 's common stock, par value $0.0001 per share (the "Common Stock"), equal to $57,500.00 divided by the Market Price (as defined in the Note, as of the Issue Date), as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant #1 to Purchase Shares of Common Stock (this "Warrant"). This Warrant is being issued pursuant to the terms of that certain Securities Purchase Agreement dated January 22June 17, 2015, to which Company and Investor are parties (as the same may be amended from time to time, the "Purchase Agreement"). Unless otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. This Warrant was issued to Investor on January 22June 17, 2015 (the "Issue Date"). For the avoidance of doubt, the Initial Cash Purchase Price constitutes payment in full for this Warrant.

Appears in 2 contracts

Samples: Empire Global Corp., Empire Global Corp.

Issuance. In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without limitation the Purchase Price (as defined in the Purchase Agreement)Price, the receipt and sufficiency of which are is hereby acknowledged by HOMELAND RESOURCES LTD.EnSurge, A NEVADA CORPORATION Inc., a Nevada corporation (the “Company”); TYPENEX CO-INVESTMENT, LLCBristol Investment Fund, A UTAH LIMITED LIABILITY COMPANYLtd., ITS SUCCESSORS AND/OR REGISTERED ASSIGNS a Cayman Islands exempted company, its successors or registered assigns (the InvestorHolder”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), 175,000 shares the number of fully paid and non-assessable nonassessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.0001 0.001 per share (the “Common Stock”), equal to the outstanding balance of that certain Secured Convertible Promissory Note issued to the Holder pursuant to the Purchase Agreement (the “Note”) as of its issue date divided by the Exercise Price (defined below), as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant. This Warrant to Purchase Shares of Common Stock (this “Warrant”). This Warrant ) is being issued pursuant to the terms of that certain Securities Purchase Agreement dated January 22, 2015, to which Company and Investor are parties of even date herewith (as the same may be amended from time to time, the “Purchase Agreement”), to which the Company and the Holder (or the Holder’s predecessor in interest) are parties. Unless otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. This Warrant was originally issued to Investor the Holder or the Holder’s predecessor in interest on January 22August 17, 2015 2011 (the “Issue Date”). For the avoidance of doubt, the Purchase Price constitutes payment in full for this Warrant.

Appears in 2 contracts

Samples: Ensurge Inc, Ensurge Inc

Issuance. In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without limitation the Purchase Price (as defined in the Purchase Agreement)Price, the receipt and sufficiency of which are is hereby acknowledged by HOMELAND RESOURCES LTD.EnSurge, A NEVADA CORPORATION Inc., a Nevada corporation (the “Company”); TYPENEX CO-INVESTMENT, St. Xxxxxx Investments, LLC, A UTAH LIMITED LIABILITY COMPANYan Illinois limited liability company, ITS SUCCESSORS AND/OR REGISTERED ASSIGNS its successors or registered assigns (the InvestorHolder”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), 175,000 shares the number of fully paid and non-assessable nonassessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.0001 0.001 per share (the “Common Stock”), equal to the outstanding balance of that certain Secured Convertible Promissory Note issued to the Holder pursuant to the Purchase Agreement (the “Note”) as of its issue date divided by the Exercise Price (defined below), as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant. This Warrant to Purchase Shares of Common Stock (this “Warrant”). This Warrant ) is being issued pursuant to the terms of that certain Securities Purchase Agreement dated January 22, 2015, to which Company and Investor are parties of even date herewith (as the same may be amended from time to time, the “Purchase Agreement”), to which the Company and the Holder (or the Holder’s predecessor in interest) are parties. Unless otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. This Warrant was originally issued to Investor the Holder or the Holder’s predecessor in interest on January 22August 17, 2015 2011 (the “Issue Date”). For the avoidance of doubt, the Purchase Price constitutes payment in full for this Warrant.

Appears in 2 contracts

Samples: Ensurge Inc, Ensurge Inc

Issuance. In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without limitation the Purchase Price (as defined in the Purchase Agreement), the receipt and sufficiency of which are is hereby acknowledged by HOMELAND RESOURCES LTD.World Series of Golf, A NEVADA CORPORATION Inc., a Nevada corporation (the “Company”); TYPENEX CO, Inter-INVESTMENTMountain Capital Corp., LLCa Delaware corporation, A UTAH LIMITED LIABILITY COMPANY, ITS SUCCESSORS AND/OR REGISTERED ASSIGNS its successors or registered assigns (the InvestorHolder”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), 175,000 shares a number of fully paid and non-assessable nonassessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.0001 0.001 per share (the “Common Stock”), equal to $200,000.00 divided by 70% of the average of the three (3) lowest closing bid prices of the Common Stock reported by Bloomberg (defined below) during the twenty (20) Trading Days (defined below) immediately preceding the Issue Date, as such number may be adjusted from time to time pursuant modified according to the terms and conditions of this hereof. This Warrant to Purchase purchase Shares of Common Stock (this “Warrant”). This Warrant ) is being issued pursuant to the terms of that certain Securities Note and Warrant Purchase Agreement dated January 22, 2015, to which Company and Investor are parties of even date herewith (as the same may be amended from time to time, the “Purchase Agreement”), to which the Company and the Holder (or the Holder’s predecessor in interest) are parties. Unless otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. This Warrant was originally issued to Investor the Holder or the Holder’s predecessor in interest on January 22September 17, 2015 2010 (the “Issue Date”). For the avoidance of doubt, the Purchase Price constitutes payment in full for this Warrant.

Appears in 1 contract

Samples: World Series of Golf, Inc.

Issuance. In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without limitation the Initial Net Purchase Price (as defined in the Purchase Agreement), the receipt and sufficiency of which are is hereby acknowledged by HOMELAND RESOURCES LTD.Helix Wind, A NEVADA CORPORATION Corp., a Nevada corporation (the “Company”); TYPENEX CO-INVESTMENT, St. Xxxxxx Investments, LLC, A UTAH LIMITED LIABILITY COMPANYan Illinois limited liability company, ITS SUCCESSORS AND/OR REGISTERED ASSIGNS its successors or registered assigns (the InvestorHolder”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), 175,000 shares of up to 2,500,000 fully paid and non-assessable nonassessable shares (of the “Warrant Shares”) of Company’s common stock, par value $0.0001 per share (the “Common Stock”) at the Exercise Price (as defined below), as such number may be adjusted from time to time pursuant to the terms and conditions of this . This Warrant to Purchase Shares of Common Stock (this “Warrant”). This Warrant ) is being issued pursuant to the terms of that certain Securities Note and Warrant Purchase Agreement dated January 22, 2015, to which Company and Investor are parties of even date herewith (as the same may be amended from time to time, the “Purchase Agreement”), to which the Company and the Holder (or the Holder’s predecessor in interest) are parties. Unless otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. This Warrant was originally issued to Investor the Holder or the Holder’s predecessor in interest on January 22March 30, 2015 2010 (the “Issue Date”). For the avoidance of doubt, the Purchase Price constitutes payment in full for this Warrant.

Appears in 1 contract

Samples: Helix Wind, Corp.

Issuance. In consideration of For good and valuable consideration as set forth in the Purchase Agreement (as defined below), including without limitation the Purchase Price (as defined in the Purchase Agreement), the receipt and sufficiency of which are hereby acknowledged by HOMELAND RESOURCES LTD.Naked Brand Group Limited, A NEVADA CORPORATION an Australia corporation (“Company”); TYPENEX CO-INVESTMENT, St. Gxxxxx Investments LLC, A UTAH LIMITED LIABILITY COMPANYa Utah limited liability company, ITS SUCCESSORS AND/OR REGISTERED ASSIGNS its successors and/or registered assigns (“Investor”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth second anniversary of the Issue Purchase Price Date (as defined in the Note (as defined in Attachment 1)) occurs (the “Expiration Date”), 175,000 shares a number of fully paid and non-assessable shares (the “Warrant Shares”) of Company’s common stockordinary shares, no par value $0.0001 per share (the “Common StockOrdinary Shares”), equal to the number of Conversion Shares (as defined in the Note) issued to Investor under the Note (as defined in the Note) as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant to Purchase Ordinary Shares of Common Stock (this “Warrant”). This Warrant is being issued pursuant to the terms of that certain Securities Purchase Agreement dated January 229, 20152020, to which Company and Investor are parties (as the same may be amended from time to time, the “Purchase Agreement”). Unless otherwise indicated herein, Certain capitalized terms not used herein are defined in Attachment 1 attached hereto and incorporated herein by this reference. Moreover, to the extent any defined terms herein are defined in any other Transaction Document (as so noted herein), such defined term shall remain applicable in this Warrant even if the other Transaction Document has been released, satisfied, or is otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreementcancelled. This Warrant was issued to Investor on January 229, 2015 2020 (the “Issue Date”). For the avoidance of doubt, the Purchase Price constitutes payment in full for this Warrant.

Appears in 1 contract

Samples: NAKED BRAND GROUP LTD

Issuance. In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without limitation the Purchase Price (as defined in the Purchase Agreement), the receipt and sufficiency of which are hereby acknowledged by HOMELAND RESOURCES LTD.ULURU Inc., A NEVADA CORPORATION a Nevada corporation (“Company”); TYPENEX COInter-INVESTMENTMountain Capital Corp., LLCa Delaware corporation, A UTAH LIMITED LIABILITY COMPANY, ITS SUCCESSORS AND/OR REGISTERED ASSIGNS its successors and/or registered assigns (“Investor”), is hereby granted the right to purchase at any time on or after the Issue Exercisable Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date (as defined below) occurs (the “Expiration Date”), 175,000 shares of 194,118 fully paid and non-assessable shares (the “Warrant Shares”) of Company’s common stock, par value $0.0001 0.001 per share (the “Common Stock”), as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant to Purchase Shares of Common Stock (this “Warrant”). This Warrant is being issued pursuant to the terms of that certain Securities Purchase Agreement dated January 22April 14, 2015, to which Company and Investor are parties (as the same may be amended from time to time, the “Purchase Agreement”). Unless otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. This Warrant was issued to Investor on January 22April 14, 2015 (the “Issue Date”). For the avoidance of doubt, the Purchase Price constitutes payment in full for this Warrant. The Exercisable Date shall be the earlier to occur of (a) the effective date of a registration statement registering the re-sale of the Warrant Shares, and (b) the six-month anniversary of the Issue Date.

Appears in 1 contract

Samples: ULURU Inc.

Issuance. In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without limitation the Purchase Price (as defined in the Purchase Agreement), the receipt and sufficiency of which are hereby acknowledged by HOMELAND RESOURCES LTD.ProGreen US, A NEVADA CORPORATION Inc., a Delaware corporation (the “Company”); TYPENEX CO-INVESTMENTVista Capital Investments, LLC, A UTAH LIMITED LIABILITY COMPANY, ITS SUCCESSORS AND/OR REGISTERED ASSIGNS its successors and/or registered assigns (the InvestorHolder”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), 175,000 shares of 2,000,000 fully paid and non-assessable nonassessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), as such number of Warrant Shares may be adjusted from time to time pursuant to the terms and conditions of this Warrant to Purchase Shares of Common Stock (this “Warrant”). This Warrant is being issued pursuant to the terms of that certain Securities Purchase Agreement dated January 22April 25, 20152017, to which the Company and Investor the Holder are parties (as the same may be amended from time to time, the “Purchase Agreement”). Unless otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. This Warrant was originally issued to Investor the Holder on January 22May 3, 2015 2107 (the “Issue Date”). For the avoidance of doubt, the Purchase Price constitutes payment in full for this Warrant.

Appears in 1 contract

Samples: Progreen US, Inc.

Issuance. In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without limitation the Purchase Price (as defined in the Purchase Agreement)Price, the receipt and sufficiency of which are hereby acknowledged by HOMELAND RESOURCES LTD.ULURU Inc., A NEVADA CORPORATION a Nevada corporation (the “Company”); TYPENEX CO, Inter-INVESTMENTMountain Capital Corp., LLCa Delaware corporation, A UTAH LIMITED LIABILITY COMPANY, ITS SUCCESSORS AND/OR REGISTERED ASSIGNS its successors or registered assigns (the InvestorHolder”), is hereby granted the right to purchase at any time on or after the Issue Exercisable Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), 175,000 shares a number of fully paid and non-assessable nonassessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.0001 0.001 per share (the “Common Stock”), equal to $137,500.00 divided by the Exercise Price (defined below, as of the Issue Date), as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant. This Warrant #2 to Purchase Shares of Common Stock (this “Warrant”). This Warrant ) is being issued pursuant to the terms of that certain Securities Purchase Agreement dated January 22June 27, 20152012, to which Company and Investor are parties (as the same may be amended from time to time, time (the “Purchase Agreement”), to which the Company and the Holder (or the Holder’s predecessor in interest) are parties. Unless otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. This Warrant was originally issued to Investor the Holder or the Holder’s predecessor in interest on January 22June 27, 2015 2012 (the “Issue Date”). For , together with six (6) other similar Warrants to Purchase Common Stock issued pursuant to the avoidance terms and conditions of doubtthe Purchase Agreement (collectively, the “Warrants”). Pursuant to and in accordance with the terms of the Purchase Price constitutes payment Agreement, this Warrant is exercisable only once Holder has paid Buyer Trust Deed Note #1 (as defined in the Purchase Agreement) in full in cash (the date such Buyer Trust Deed Note #1 has been paid in full, the “Exercisable Date”). Payment of Trust Deed Note #1 by means of netting against amounts owed by the Holder under Trust Deed Note #1 against amounts owed by the Company under the Note shall not be deemed to be payment ‘in cash” for purposes of the preceding sentence, and if Trust Deed Note #1 is paid through netting, this Warrant shall immediately and automatically terminate. The Company and the Holder hereby acknowledge and agree that, notwithstanding that the Warrants are exercisable at different times, (1) all of the Warrants were issued as of the Issue Date, (2) the Holder assumed the economic risk of investment with respect to all of the Warrants as of the Issue Date, (3) the Holder is not providing any additional consideration for the Warrants following the Issue Date even though some of the Warrants are not exercisable until after the Issue Date, and (4) it is the intent of the parties, for purposes of and consistent with the public policies undergirding Rule 144, that all of the Warrants shall be deemed issued to and acquired by the Holder as of the Issue Date. Nothing contained in this paragraph shall be deemed to modify or limit in any way any of the specific terms and conditions of the Warrants, including without limitation this Warrant.

Appears in 1 contract

Samples: Uluru Inc.

Issuance. In consideration of For good and valuable consideration as set forth in the Purchase Agreement (as defined below), including without limitation the Purchase Price (as defined in the Purchase Agreement), the receipt and sufficiency of which are hereby acknowledged by HOMELAND RESOURCES LTD.Naked Brand Group Limited, A NEVADA CORPORATION an Australia corporation (“Company”); TYPENEX CO-INVESTMENT, St. Gxxxxx Investments LLC, A UTAH LIMITED LIABILITY COMPANYa Utah limited liability company, ITS SUCCESSORS AND/OR REGISTERED ASSIGNS its successors and/or registered assigns (“Investor”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth second anniversary of the Issue Purchase Price Date (as defined in the Note (as defined in Attachment 1)) occurs (the “Expiration Date”), 175,000 shares a number of fully paid and non-assessable shares (the “Warrant Shares”) of Company’s common stockordinary shares, no par value $0.0001 per share (the “Common StockOrdinary Shares”), equal to the number of Conversion Shares (as defined in the Note) issued to Investor under the Note (as defined in the Note) as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant to Purchase Ordinary Shares of Common Stock (this “Warrant”). This Warrant is being issued pursuant to the terms of that certain Securities Purchase Agreement dated January 22December 19, 20152019, to which Company and Investor are parties (as the same may be amended from time to time, the “Purchase Agreement”). Unless otherwise indicated herein, Certain capitalized terms not used herein are defined in Attachment 1 attached hereto and incorporated herein by this reference. Moreover, to the extent any defined terms herein are defined in any other Transaction Document (as so noted herein), such defined term shall remain applicable in this Warrant even if the other Transaction Document has been released, satisfied, or is otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreementcancelled. This Warrant was issued to Investor on January 22December 19, 2015 2019 (the “Issue Date”). For the avoidance of doubt, the Purchase Price constitutes payment in full for this Warrant.

Appears in 1 contract

Samples: NAKED BRAND GROUP LTD

Issuance. In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without limitation the Initial Purchase Price (as defined in the Purchase Agreement), the receipt and sufficiency of which are hereby acknowledged by HOMELAND RESOURCES LTD.DNA Precious Metals, A NEVADA CORPORATION Inc., a Nevada corporation (“Company”); TYPENEX COTypenex Co-INVESTMENTInvestment, LLC, A UTAH LIMITED LIABILITY COMPANYa Utah limited liability company, ITS SUCCESSORS AND/OR REGISTERED ASSIGNS its successors and/or registered assigns (“Investor”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth second anniversary of the Issue Date occurs (the “Expiration Date”), 175,000 shares a number of fully paid and non-assessable shares (the “Warrant Shares”) of Company’s common stock, par value $0.0001 0.001 per share (the “Common Stock”), equal to $276,250.00 divided by the Lender Conversion Price (as defined in the Note, as of the Issue Date), as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant to Purchase Shares of Common Stock (this “Warrant”). This Warrant is being issued pursuant to the terms of that certain Securities Purchase Agreement dated January 22April 28, 20152014, to which Company and Investor are parties (as the same may be amended from time to time, the “Purchase Agreement”). Unless otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. This Warrant was originally issued to Investor on January 22April 28, 2015 2014 (the “Issue Date”). For the avoidance of doubt, the Purchase Price constitutes payment in full for this Warrant.

Appears in 1 contract

Samples: Dna Precious Metals Inc.

Issuance. In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without limitation the Purchase Price (as defined in the Purchase Agreement), the receipt and sufficiency of which are hereby acknowledged by HOMELAND RESOURCES LTD.Brain Scientific, A NEVADA CORPORATION Inc., a Nevada corporation (the “Company”); TYPENEX CO-INVESTMENTVista Capital Investments, LLC, A UTAH LIMITED LIABILITY COMPANY, ITS SUCCESSORS AND/OR REGISTERED ASSIGNS its successors and/or registered assigns (the InvestorHolder”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), 175,000 shares of 100,000 fully paid and non-assessable nonassessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.0001 0.001 per share (the “Common Stock”), as such number of Warrant Shares may be adjusted from time to time pursuant to the terms and conditions of this Warrant to Purchase Shares of Common Stock (this “Warrant”). This Warrant is being issued pursuant to the terms of that certain Securities Purchase Agreement dated January 22December 31, 20152019, to which the Company and Investor the Holder are parties (as the same may be amended from time to time, the “Purchase Agreement”). Unless otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. This Warrant was originally issued to Investor the Holder on January 22December 31, 2015 2019 (the “Issue Date”). For the avoidance of doubt, the Purchase Price constitutes payment in full for this Warrant.

Appears in 1 contract

Samples: Brain Scientific Inc.

Issuance. In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without limitation the applicable Additional Net Purchase Price (as defined in the Purchase Agreement), the receipt and sufficiency of which are is hereby acknowledged by HOMELAND RESOURCES LTD.Helix Wind, A NEVADA CORPORATION Corp., a Nevada corporation (the “Company”); TYPENEX CO-INVESTMENT, St. Xxxxxx Investments, LLC, A UTAH LIMITED LIABILITY COMPANYan Illinois limited liability company, ITS SUCCESSORS AND/OR REGISTERED ASSIGNS its successors or registered assigns (the InvestorHolder”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), 175,000 shares of up to 250,000 fully paid and non-assessable nonassessable shares (of the “Warrant Shares”) of Company’s common stock, par value $0.0001 per share (the “Common Stock”) at the Exercise Price (as defined below), as such number may be adjusted from time to time pursuant to the terms and conditions of this . This Warrant to Purchase Shares of Common Stock (this “Warrant”). This Warrant ) is being issued pursuant to the terms of that certain Securities Note and Warrant Purchase Agreement dated January 22as of March 30, 2015, to which Company and Investor are parties 2010 (as the same may be amended from time to time, the “Purchase Agreement”), to which the Company and the Holder (or the Holder’s predecessor in interest) are parties. Unless otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. This Warrant was originally issued to Investor the Holder or the Holder’s predecessor in interest on January 22May 1, 2015 2010 (the “Issue Date”). For the avoidance of doubt, the Purchase Price constitutes payment in full for this Warrant.

Appears in 1 contract

Samples: Purchase Agreement (Helix Wind, Corp.)

Issuance. In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without limitation the Purchase Price (as defined in the Purchase Agreement), the receipt and sufficiency of which are hereby acknowledged by HOMELAND RESOURCES LTDRED GIANT ENTERTAINMENT, INC., A NEVADA CORPORATION a Nevada corporation (“Company”the "COMPANY"); TYPENEX CO-INVESTMENT, LLC, A UTAH LIMITED LIABILITY COMPANYan Illinois limited liability company, ITS SUCCESSORS AND/OR REGISTERED ASSIGNS its successors and/or registered assigns (“Investor”the "HOLDER"), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”"EXPIRATION DATE"), 175,000 shares a number of fully paid and non-assessable nonassessable shares (the “Warrant Shares”"WARRANT SHARES") of the Company’s 's common stock, par value $0.0001 per share (the “Common Stock”"COMMON STOCK"), equal to $557,500 divided by the Market Price (defined in the Note, as of the Issue Date), as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant to Purchase Shares of Common Stock (this "Warrant"). This Warrant is being issued pursuant to the terms of that certain Securities Purchase Agreement dated January 22June 21, 20152013, to which the Company and Investor the Holder are parties (as the same may be amended from time to time, the “Purchase Agreement”"PURCHASE AGREEMENT"). Unless otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. This Warrant was originally issued to Investor the Holder on January 22June 21, 2015 2013 (the “Issue Date”"ISSUE DATE"). For the avoidance of doubt, the Purchase Price constitutes payment in full for this Warrant.

Appears in 1 contract

Samples: Red Giant Entertainment, Inc.

Issuance. In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without limitation the Purchase Price (as defined in the Purchase Agreement)Price, the receipt and sufficiency of which are hereby acknowledged by HOMELAND RESOURCES LTD.ULURU Inc., A NEVADA CORPORATION a Nevada corporation (the “Company”); TYPENEX CO, Inter-INVESTMENTMountain Capital Corp., LLCa Delaware corporation, A UTAH LIMITED LIABILITY COMPANY, ITS SUCCESSORS AND/OR REGISTERED ASSIGNS its successors or registered assigns (the InvestorHolder”), is hereby granted the right to purchase at any time on or after the Issue Exercisable Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), 175,000 shares a number of fully paid and non-assessable nonassessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.0001 0.001 per share (the “Common Stock”), equal to $137,500.00 divided by the Exercise Price (defined below, as of the Issue Date), as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant. This Warrant #4 to Purchase Shares of Common Stock (this “Warrant”). This Warrant ) is being issued pursuant to the terms of that certain Securities Purchase Agreement dated January 22June 27, 20152012, to which Company and Investor are parties (as the same may be amended from time to time, time (the “Purchase Agreement”), to which the Company and the Holder (or the Holder’s predecessor in interest) are parties. Unless otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. This Warrant was originally issued to Investor the Holder or the Holder’s predecessor in interest on January 22June 27, 2015 2012 (the “Issue Date”). For , together with six (6) other similar Warrants to Purchase Common Stock issued pursuant to the avoidance terms and conditions of doubtthe Purchase Agreement (collectively, the “Warrants”). Pursuant to and in accordance with the terms of the Purchase Price constitutes payment Agreement, this Warrant is exercisable only once Holder has paid Buyer Trust Deed Note #3 (as defined in the Purchase Agreement) in full in cash (the date such Buyer Trust Deed Note #3 has been paid in full, the “Exercisable Date”). Payment of Trust Deed Note #3 by means of netting against amounts owed by the Holder under Trust Deed Note #3 against amounts owed by the Company under the Note shall not be deemed to be payment ‘in cash” for purposes of the preceding sentence, and if Trust Deed Note #3 is paid through netting, this Warrant shall immediately and automatically terminate. The Company and the Holder hereby acknowledge and agree that, notwithstanding that the Warrants are exercisable at different times, (1) all of the Warrants were issued as of the Issue Date, (2) the Holder assumed the economic risk of investment with respect to all of the Warrants as of the Issue Date, (3) the Holder is not providing any additional consideration for the Warrants following the Issue Date even though some of the Warrants are not exercisable until after the Issue Date, and (4) it is the intent of the parties, for purposes of and consistent with the public policies undergirding Rule 144, that all of the Warrants shall be deemed issued to and acquired by the Holder as of the Issue Date. Nothing contained in this paragraph shall be deemed to modify or limit in any way any of the specific terms and conditions of the Warrants, including without limitation this Warrant.

Appears in 1 contract

Samples: Uluru Inc.

Issuance. In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without limitation the Purchase Price (as defined in the Purchase Agreement), the receipt and sufficiency of which are is hereby acknowledged by HOMELAND RESOURCES LTD.Aethlon Medical, A NEVADA CORPORATION Inc., a Nevada corporation (the “Company”); TYPENEX CO-INVESTMENT, LLCGemini Master Fund, A UTAH LIMITED LIABILITY COMPANYLtd., ITS SUCCESSORS AND/OR REGISTERED ASSIGNS a Cayman Islands corporation, its successors or registered assigns (the InvestorHolder”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), 175,000 shares of 2,727,272 fully paid and non-assessable nonassessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.0001 0.001 per share (the “Common Stock”), as such number may be adjusted from time to time pursuant modified according to the terms and conditions of this hereof. This Warrant to Purchase purchase Shares of Common Stock (this “Warrant”). This Warrant ) is being issued in exchange for a prior warrant to purchase shares of Common Stock issued to Holder (or Holder's predecessor in interest) on February 12, 2010 pursuant to the terms of that certain Securities Purchase Agreement dated January 22February 12, 2015, to which Company and Investor are parties 2010 (as the same may be amended from time to time, the “Purchase Agreement”)) between the Company and the Holder (or the Holder’s predecessor in interest) to which the Company and the Holder (or the Holder’s predecessor in interest) are parties. Unless otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase AgreementAgreement or other applicable Transaction Document. This Warrant was originally issued to Investor the Holder or the Holder’s predecessor in interest on January November 22, 2015 2010 (the “Issue Date”). For the avoidance of doubt, the Purchase Price constitutes payment in full for this Warrant.

Appears in 1 contract

Samples: Aethlon Medical Inc

Issuance. In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without limitation the Purchase Price (as defined in the Purchase Agreement)Price, the receipt and sufficiency of which are hereby acknowledged by HOMELAND RESOURCES LTD.ULURU Inc., A NEVADA CORPORATION a Nevada corporation (the “Company”); TYPENEX CO, Inter-INVESTMENTMountain Capital Corp., LLCa Delaware corporation, A UTAH LIMITED LIABILITY COMPANY, ITS SUCCESSORS AND/OR REGISTERED ASSIGNS its successors or registered assigns (the InvestorHolder”), is hereby granted the right to purchase at any time on or after the Issue Exercisable Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), 175,000 shares a number of fully paid and non-assessable nonassessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.0001 0.001 per share (the “Common Stock”), equal to $137,500.00 divided by the Exercise Price (defined below, as of the Issue Date), as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant. This Warrant #5 to Purchase Shares of Common Stock (this “Warrant”). This Warrant ) is being issued pursuant to the terms of that certain Securities Purchase Agreement dated January 22June 27, 20152012, to which Company and Investor are parties (as the same may be amended from time to time, time (the “Purchase Agreement”), to which the Company and the Holder (or the Holder’s predecessor in interest) are parties. Unless otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. This Warrant was originally issued to Investor the Holder or the Holder’s predecessor in interest on January 22June 27, 2015 2012 (the “Issue Date”). For , together with six (6) other similar Warrants to Purchase Common Stock issued pursuant to the avoidance terms and conditions of doubtthe Purchase Agreement (collectively, the “Warrants”). Pursuant to and in accordance with the terms of the Purchase Price constitutes payment Agreement, this Warrant is exercisable only once Holder has paid Buyer Note #1 (as defined in the Purchase Agreement) in full in cash (the date such Buyer Note #1 has been paid in full, the “Exercisable Date”). Payment of Buyer Note #1 by means of netting against amounts owed by the Holder under Buyer Note #1 against amounts owed by the Company under the Note shall not be deemed to be payment ‘in cash” for purposes of the preceding sentence, and if Buyer Note #1 is paid through netting, this Warrant shall immediately and automatically terminate. The Company and the Holder hereby acknowledge and agree that, notwithstanding that the Warrants are exercisable at different times, (1) all of the Warrants were issued as of the Issue Date, (2) the Holder assumed the economic risk of investment with respect to all of the Warrants as of the Issue Date, (3) the Holder is not providing any additional consideration for the Warrants following the Issue Date even though some of the Warrants are not exercisable until after the Issue Date, and (4) it is the intent of the parties, for purposes of and consistent with the public policies undergirding Rule 144, that all of the Warrants shall be deemed issued to and acquired by the Holder as of the Issue Date. Nothing contained in this paragraph shall be deemed to modify or limit in any way any of the specific terms and conditions of the Warrants, including without limitation this Warrant.

Appears in 1 contract

Samples: Uluru Inc.

Issuance. In consideration of For good and valuable consideration as set forth in the Purchase Agreement (as defined below), including without limitation the Purchase Price (as defined in the Purchase Agreement), the receipt and sufficiency of which are hereby acknowledged by HOMELAND RESOURCES LTD.Naked Brand Group Limited, A NEVADA CORPORATION an Australia corporation (“Company”); TYPENEX CO-INVESTMENT, St. Gxxxxx Investments LLC, A UTAH LIMITED LIABILITY COMPANYa Utah limited liability company, ITS SUCCESSORS AND/OR REGISTERED ASSIGNS its successors and/or registered assigns (“Investor”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth second anniversary of the Issue Purchase Price Date (as defined in the Note (as defined in Attachment 1)) occurs (the “Expiration Date”), 175,000 shares a number of fully paid and non-assessable shares (the “Warrant Shares”) of Company’s common stockordinary shares, no par value $0.0001 per share (the “Common StockOrdinary Shares”), equal to the number of Conversion Shares (as defined in the Note) issued to Investor under the Note (as defined in the Note) as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant to Purchase Ordinary Shares of Common Stock (this “Warrant”). This Warrant is being issued pursuant to the terms of that certain Securities Purchase Agreement dated January 22February 11, 20152020, to which Company and Investor are parties (as the same may be amended from time to time, the “Purchase Agreement”). Unless otherwise indicated herein, Certain capitalized terms not used herein are defined in Attachment 1 attached hereto and incorporated herein by this reference. Moreover, to the extent any defined terms herein are defined in any other Transaction Document (as so noted herein), such defined term shall remain applicable in this Warrant even if the other Transaction Document has been released, satisfied, or is otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreementcancelled. This Warrant was issued to Investor on January 22February 11, 2015 2020 (the “Issue Date”). For the avoidance of doubt, the Purchase Price constitutes payment in full for this Warrant.

Appears in 1 contract

Samples: NAKED BRAND GROUP LTD

Issuance. In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without limitation the Purchase Price (as defined in the Purchase Agreement), the receipt and sufficiency of which are is hereby acknowledged by HOMELAND RESOURCES LTD.Silver Dragon Resources Inc., A NEVADA CORPORATION a Delaware corporation (the “Company”); TYPENEX CO-INVESTMENT, LLCTonaquint, A UTAH LIMITED LIABILITY COMPANYInc., ITS SUCCESSORS AND/OR REGISTERED ASSIGNS a Utah corporation, its successors or registered assigns (the InvestorHolder”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth third anniversary of the Issue Date occurs (the “Expiration Date”), 175,000 shares a number of fully paid and non-assessable nonassessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), equal to $500,000.00 divided by 70% of the average of the three (3) lowest VWAPs (as defined below) of the Common Stock reported by Bloomberg (defined below) during the ten (10) Trading Days (defined below) immediately preceding the Issue Date, as such number may be adjusted from time to time pursuant modified according to the terms and conditions of this hereof. This Warrant to Purchase purchase Shares of Common Stock (this “Warrant”). This Warrant ) is being issued pursuant to the terms of that certain Securities Note and Warrant Purchase Agreement dated January 22, 2015, to which Company and Investor are parties of even date herewith (as the same may be amended from time to time, the “Purchase Agreement”), to which the Company and the Holder (or the Holder’s predecessor in interest) are parties. Unless otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. This Warrant was originally issued to Investor the Holder or the Holder’s predecessor in interest on January 22February 15, 2015 2011 (the “Issue Date”). For the avoidance of doubt, the Purchase Price constitutes payment in full for this Warrant.

Appears in 1 contract

Samples: Silver Dragon Resources Inc.

Issuance. In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without limitation the Purchase Price (as defined in the Purchase Agreement)consideration, the receipt and sufficiency of which are is hereby acknowledged by HOMELAND RESOURCES LTDSUPERCLICK, INC., A NEVADA CORPORATION a Washington corporation (the "Company”); TYPENEX CO-INVESTMENT, LLC, A UTAH LIMITED LIABILITY COMPANY, ITS SUCCESSORS AND/OR REGISTERED ASSIGNS (“Investor”"), CHICAGO VENTURE PARTNERS, L.P., an Illinois limited partnership, or registered assigns (the "Holder") is hereby granted the right to purchase at any time time, on or after the Issue Date (as defined below) until 5:00 P.M., Chicago time, on the date which is the last calendar day of the month in which the fifth anniversary of the Issue Expiration Date occurs (the “Expiration Date”as defined below), 175,000 shares of Seven Hundred Forty Eight Thousand Five Hundred Two (748,502) fully paid and non-assessable nonassessable shares (of the “Warrant Shares”) of Company’s common stock's Common Stock, par value $0.0001 .0006 per share (the "Common Stock"), at an exercise price per share (the "Exercise Price") equal to (i) the average Closing Price for the forty-five (45) Trading Days ending on the Trading Day immediately before the Exercise Date (as defined below), multiplied by (ii) a percentage equal to (x) one hundred percent (100%), less (y) the Pre-Maturity Effective Percentage (provided, however, that such number amount shall be recomputed if the Pre-Maturity Effective Percentage is adjusted as contemplated by this Debenture or the Securities Purchase Agreement); provided, however, that the Exercise Price shall not be less than Thirty Cents ($0.30) per share; provided, further, that, with respect to each such amount referred to in this definition, as that amount may be subsequently be adjusted from time to time pursuant to as provided in this Debenture or in the terms and conditions of this Warrant to Securities Purchase Shares of Common Stock (this “Warrant”)Agreement. This Warrant is being issued pursuant to the terms of that certain Securities Purchase Agreement Agreement, dated January 22as of August 1, 20152005 (the "Agreement"), to which the Company and Investor Holder (or Holder's predecessor in interest) are parties (as the same may be amended from time to time, the “Purchase Agreement”)parties. Unless otherwise indicated herein, capitalized Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. This Warrant was originally issued to Investor the Holder or the Holder's predecessor in interest on January 22August 1, 2015 2005 (the "Issue Date"). For the avoidance of doubt, the Purchase Price constitutes payment in full for this Warrant.

Appears in 1 contract

Samples: Superclick Inc

Issuance. In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without limitation the Purchase Price (as defined in the Purchase Agreement)Price, the receipt and sufficiency of which are hereby acknowledged by HOMELAND RESOURCES LTD.ULURU Inc., A NEVADA CORPORATION a Nevada corporation (the “Company”); TYPENEX CO, Inter-INVESTMENTMountain Capital Corp., LLCa Delaware corporation, A UTAH LIMITED LIABILITY COMPANY, ITS SUCCESSORS AND/OR REGISTERED ASSIGNS its successors or registered assigns (the InvestorHolder”), is hereby granted the right to purchase at any time on or after the Issue Exercisable Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), 175,000 shares a number of fully paid and non-assessable nonassessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.0001 0.001 per share (the “Common Stock”), equal to $137,500.00 divided by the Exercise Price (defined below, as of the Issue Date), as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant. This Warrant #6 to Purchase Shares of Common Stock (this “Warrant”). This Warrant ) is being issued pursuant to the terms of that certain Securities Purchase Agreement dated January 22June 27, 20152012, to which Company and Investor are parties (as the same may be amended from time to time, time (the “Purchase Agreement”), to which the Company and the Holder (or the Holder’s predecessor in interest) are parties. Unless otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. This Warrant was originally issued to Investor the Holder or the Holder’s predecessor in interest on January 22June 27, 2015 2012 (the “Issue Date”). For , together with six (6) other similar Warrants to Purchase Common Stock issued pursuant to the avoidance terms and conditions of doubtthe Purchase Agreement (collectively, the “Warrants”). Pursuant to and in accordance with the terms of the Purchase Price constitutes payment Agreement, this Warrant is exercisable only once Holder has paid Buyer Note #2 (as defined in the Purchase Agreement) in full in cash (the date such Buyer Note #2 has been paid in full, the “Exercisable Date”). Payment of Buyer Note #2 by means of netting against amounts owed by the Holder under Buyer Note #2 against amounts owed by the Company under the Note shall not be deemed to be payment ‘in cash” for purposes of the preceding sentence, and if Buyer Note #2 is paid through netting, this Warrant shall immediately and automatically terminate. The Company and the Holder hereby acknowledge and agree that, notwithstanding that the Warrants are exercisable at different times, (1) all of the Warrants were issued as of the Issue Date, (2) the Holder assumed the economic risk of investment with respect to all of the Warrants as of the Issue Date, (3) the Holder is not providing any additional consideration for the Warrants following the Issue Date even though some of the Warrants are not exercisable until after the Issue Date, and (4) it is the intent of the parties, for purposes of and consistent with the public policies undergirding Rule 144, that all of the Warrants shall be deemed issued to and acquired by the Holder as of the Issue Date. Nothing contained in this paragraph shall be deemed to modify or limit in any way any of the specific terms and conditions of the Warrants, including without limitation this Warrant.

Appears in 1 contract

Samples: Uluru Inc.

Issuance. In consideration of For good and valuable consideration as set forth in the Purchase Agreement (as defined below), including without limitation the Purchase Price (as defined in the Purchase Agreement), the receipt and sufficiency of which are hereby acknowledged by HOMELAND RESOURCES LTD.Naked Brand Group Limited, A NEVADA CORPORATION an Australia corporation (“Company”); TYPENEX CO-INVESTMENTIliad Research and Trading, LLCL.P., A UTAH LIMITED LIABILITY COMPANYa Utah limited partnership, ITS SUCCESSORS AND/OR REGISTERED ASSIGNS its successors and/or registered assigns (“Investor”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth second anniversary of the Issue Purchase Price Date (as defined in the Note (as defined in Attachment 1)) occurs (the “Expiration Date”), 175,000 shares a number of fully paid and non-assessable shares (the “Warrant Shares”) of Company’s common stockordinary shares, no par value $0.0001 per share (the “Common StockOrdinary Shares”), equal to the number of Conversion Shares (as defined in the Note) issued to Investor under the Note (as defined in the Note) as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant to Purchase Ordinary Shares of Common Stock (this “Warrant”). This Warrant is being issued pursuant to the terms of that certain Securities Purchase Agreement dated January 22October 4, 20152019, to which Company and Investor are parties (as the same may be amended from time to time, the “Purchase Agreement”). Unless otherwise indicated herein, Certain capitalized terms not used herein are defined in Attachment 1 attached hereto and incorporated herein by this reference. Moreover, to the extent any defined terms herein are defined in any other Transaction Document (as so noted herein), such defined term shall remain applicable in this Warrant even if the other Transaction Document has been released, satisfied, or is otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreementcancelled. This Warrant was issued to Investor on January 22October 4, 2015 2019 (the “Issue Date”). For the avoidance of doubt, the Purchase Price constitutes payment in full for this Warrant.

Appears in 1 contract

Samples: NAKED BRAND GROUP LTD

Issuance. In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without limitation the Purchase Price (as defined in the Purchase Agreement)Price, the receipt and sufficiency of which are hereby acknowledged by HOMELAND RESOURCES LTD.ULURU Inc., A NEVADA CORPORATION a Nevada corporation (the “Company”); TYPENEX CO, Inter-INVESTMENTMountain Capital Corp., LLCa Delaware corporation, A UTAH LIMITED LIABILITY COMPANY, ITS SUCCESSORS AND/OR REGISTERED ASSIGNS its successors or registered assigns (the InvestorHolder”), is hereby granted the right to purchase at any time on or after the Issue Exercisable Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), 175,000 shares a number of fully paid and non-assessable nonassessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.0001 0.001 per share (the “Common Stock”), equal to $137,500.00 divided by the Exercise Price (defined below, as of the Issue Date), as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant. This Warrant #7 to Purchase Shares of Common Stock (this “Warrant”). This Warrant ) is being issued pursuant to the terms of that certain Securities Purchase Agreement dated January 22June 27, 20152012, to which Company and Investor are parties (as the same may be amended from time to time, time (the “Purchase Agreement”), to which the Company and the Holder (or the Holder’s predecessor in interest) are parties. Unless otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. This Warrant was originally issued to Investor the Holder or the Holder’s predecessor in interest on January 22June 27, 2015 2012 (the “Issue Date”). For , together with six (6) other similar Warrants to Purchase Common Stock issued pursuant to the avoidance terms and conditions of doubtthe Purchase Agreement (collectively, the “Warrants”). Pursuant to and in accordance with the terms of the Purchase Price constitutes payment Agreement, this Warrant is exercisable only once Holder has paid Buyer Note #3 (as defined in the Purchase Agreement) in full in cash (the date such Buyer Note #3 has been paid in full, the “Exercisable Date”). Payment of Buyer Note #3 by means of netting against amounts owed by the Holder under Buyer Note #3 against amounts owed by the Company under the Note shall not be deemed to be payment ‘in cash” for purposes of the preceding sentence, and if Buyer Note #3 is paid through netting, this Warrant shall immediately and automatically terminate. The Company and the Holder hereby acknowledge and agree that, notwithstanding that the Warrants are exercisable at different times, (1) all of the Warrants were issued as of the Issue Date, (2) the Holder assumed the economic risk of investment with respect to all of the Warrants as of the Issue Date, (3) the Holder is not providing any additional consideration for the Warrants following the Issue Date even though some of the Warrants are not exercisable until after the Issue Date, and (4) it is the intent of the parties, for purposes of and consistent with the public policies undergirding Rule 144, that all of the Warrants shall be deemed issued to and acquired by the Holder as of the Issue Date. Nothing contained in this paragraph shall be deemed to modify or limit in any way any of the specific terms and conditions of the Warrants, including without limitation this Warrant.

Appears in 1 contract

Samples: Uluru Inc.

Issuance. In consideration of For good and valuable consideration as set forth in the Purchase Agreement (as defined below), including without limitation the Initial Cash Purchase Price (as defined in the Purchase Agreement), the receipt and sufficiency of which are hereby acknowledged by HOMELAND RESOURCES LTDMOUNTAIN HIGH ACQUISITIONS CORP., A NEVADA CORPORATION a Colorado corporation ("Company"); TYPENEX CO-INVESTMENT, ST. XXXXXX INVESTMENTS LLC, A UTAH LIMITED LIABILITY COMPANYa Utah limited liability company, ITS SUCCESSORS AND/OR REGISTERED ASSIGNS its successors and/or registered assigns ("Investor"), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the "Expiration Date"), 175,000 shares a number of fully paid and non-assessable shares (the "Warrant Shares") of Company’s 's common stock, par value $0.0001 per share (the "Common Stock"), equal to $173,000.00 divided by the Market Price (as of the Issue Date), as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant to Purchase Shares of Common Stock (this "Warrant"). This Warrant is being issued pursuant to the terms of that certain Securities Purchase Agreement dated January 22June 30, 20152017, to which Company and Investor are parties (as the same may be amended from time to time, the "Purchase Agreement"). Unless otherwise indicated herein, Certain capitalized terms not used herein are defined in Attachment I attached hereto and incorporated herein by this reference. Moreover, to the extent any defined terms herein are defined in any other Transaction Document (as so noted herein), such defined term shall remain applicable in this Warrant even if the other Transaction Document has been released, satisfied, or is otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreementcancelled. This Warrant was issued to Investor on January 22June 30, 2015 2017 (the "Issue Date"). For the avoidance of doubt, the Initial Cash Purchase Price constitutes payment in full for this Warrant.

Appears in 1 contract

Samples: Mountain High Acquisitions Corp.

Issuance. In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without limitation the Purchase Price (as defined in the Purchase Agreement), the receipt and sufficiency of which are is hereby acknowledged by HOMELAND RESOURCES LTD.Nova Energy, A NEVADA CORPORATION Inc., a Nevada corporation (the “Company”); TYPENEX CO-INVESTMENT, LLCTonaquint, A UTAH LIMITED LIABILITY COMPANYInc., ITS SUCCESSORS AND/OR REGISTERED ASSIGNS a Utah corporation, its successors or registered assigns (the InvestorHolder”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), 175,000 shares a number of fully paid and non-assessable nonassessable shares (of the “Warrant Shares”) of Company’s common stock, par value $0.0001 0.001 per share (the “Common Stock”), equal to $200,000 divided by the closing bid price of the Common Stock on its Principal Market (as such number may be adjusted from time to time pursuant to defined below) for the terms and conditions of this Trading Day immediately preceding the Issue Date, at the Exercise Price (as defined below) (the “Warrant Shares”). This Warrant to Purchase purchase Shares of Common Stock (this “Warrant”). This Warrant ) is being issued pursuant to the terms of that certain Securities Note and Warrant Purchase Agreement dated January 22, 2015, to which Company and Investor are parties of even date herewith (as the same may be amended from time to time, the “Purchase Agreement”), to which the Company and the Holder (or the Holder’s predecessor in interest) are parties. Unless otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. This Warrant was originally issued to Investor the Holder or the Holder’s predecessor in interest on January 22April __, 2015 2010 (the “Issue Date”). For the avoidance of doubt, the Purchase Price constitutes payment in full for this Warrant.

Appears in 1 contract

Samples: Nova Energy, Inc.

Issuance. In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without limitation the Initial Cash Purchase Price (as defined in the Purchase Agreement)Price, the receipt and sufficiency of which are is hereby acknowledged by HOMELAND RESOURCES LTD.Global Health Ventures, A NEVADA CORPORATION Inc., a Nevada corporation (the “Company”); TYPENEX CO-INVESTMENT, LLC, A UTAH LIMITED LIABILITY COMPANYan Illinois limited liability company, ITS SUCCESSORS AND/OR REGISTERED ASSIGNS its successors or registered assigns (the InvestorHolder”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), 175,000 shares a number of fully paid and non-assessable nonassessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), equal to $250,000.00 divided by 100% of the average of the three (3) lowest closing bid prices of the Common Stock reported by Bloomberg (defined below) during the twenty (20) Trading Days (defined below) immediately preceding the Issue Date, as such number may be adjusted from time to time pursuant modified according to the terms and conditions of this hereof. This Warrant to Purchase Shares of Common Stock (this “Warrant”). This Warrant ) is being issued pursuant to the terms of that certain Securities Note and Warrant Purchase Agreement dated January 22, 2015, to which Company and Investor are parties of even date herewith (as the same may be amended from time to time, the “Purchase Agreement”), to which the Company and the Holder (or the Holder’s predecessor in interest) are parties. Unless otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. This Warrant was originally issued to Investor the Holder or the Holder’s predecessor in interest on January 22June 16, 2015 2011 (the “Issue Date”). For the avoidance of doubt, the Purchase Price constitutes payment in full for this Warrant.

Appears in 1 contract

Samples: Global Health Ventures Inc.

Issuance. In consideration of For good and valuable consideration as set forth in the Purchase Agreement (as defined below), including without limitation the Purchase Price (as defined in the Purchase Agreement), the receipt and sufficiency of which are hereby acknowledged by HOMELAND RESOURCES LTD.MGT Capital Investments, A NEVADA CORPORATION Inc., a Delaware corporation (“Company”); TYPENEX CO-INVESTMENT________________, LLCa _________, A UTAH LIMITED LIABILITY COMPANY, ITS SUCCESSORS AND/OR REGISTERED ASSIGNS its successors and/or registered assigns (“Investor”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), 175,000 shares of _______ fully paid and non-assessable shares (the “Warrant Shares”) of Company’s common stock, par value $0.0001 0.001 per share (the “Common Stock”), as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant to Purchase Shares of Common Stock (this “Warrant”). This Warrant is being issued pursuant to the terms of that certain Securities Purchase Agreement dated January 22December 15, 20152017, to which Company and Investor are parties (as the same may be amended from time to time, the “Purchase Agreement”). Unless otherwise indicated herein, Certain capitalized terms not used herein are defined in Attachment 1 attached hereto and incorporated herein by this reference. Moreover, to the extent any defined terms herein are defined in any other Transaction Document (as so noted herein), such defined term shall remain applicable in this Warrant even if the other Transaction Document has been released, satisfied, or is otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreementcancelled. This Warrant was issued to Investor on January 22December 15, 2015 2017 (the “Issue Date”). For the avoidance of doubt, the Purchase Price constitutes payment in full for this Warrant.

Appears in 1 contract

Samples: MGT Capital Investments Inc

Issuance. In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without limitation the Purchase Price (as defined in the Purchase Agreement)Price, the receipt and sufficiency of which are is hereby acknowledged by HOMELAND RESOURCES LTD.EnSurge, A NEVADA CORPORATION Inc., a Nevada corporation (the “Company”); TYPENEX CO-INVESTMENT, Zadar LLC, A UTAH LIMITED LIABILITY COMPANYa Delaware limited liability company, ITS SUCCESSORS AND/OR REGISTERED ASSIGNS its successors or registered assigns (the InvestorHolder”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), 175,000 shares the number of fully paid and non-assessable nonassessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.0001 0.001 per share (the “Common Stock”), equal to 950,000 shares, as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant. This Warrant to Purchase Shares of Common Stock (this “Warrant”). This Warrant ) is being issued pursuant to the terms of that certain Securities Purchase Agreement dated January 22, 2015, to which Company and Investor are parties of even date herewith (as the same may be amended from time to time, the “Purchase Agreement”), to which the Company and the Holder (or the Holder’s predecessor in interest) are parties. Unless otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. This Warrant was originally issued to Investor the Holder or the Holder’s predecessor in interest on January 22October 28, 2015 2011 (the “Issue Date”). For the avoidance of doubt, the Purchase Price constitutes payment in full for this Warrant.

Appears in 1 contract

Samples: Ensurge Inc

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Issuance. In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without limitation the Purchase Price (as defined in the Purchase Agreement), the receipt and sufficiency of which are is hereby acknowledged by HOMELAND RESOURCES LTD.Clear Skies Solar, A NEVADA CORPORATION Inc., a Delaware corporation (the “Company”); TYPENEX CO-INVESTMENT, St. Xxxxxx Investments, LLC, A UTAH LIMITED LIABILITY COMPANYan Illinois limited liability company, ITS SUCCESSORS AND/OR REGISTERED ASSIGNS its successors or registered assigns (the InvestorHolder”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth third anniversary of the Issue Date occurs (the “Expiration Date”), 175,000 shares a number of fully paid and non-assessable nonassessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.0001 0.001 per share (the “Common Stock”), equal to $600,000.00 divided by 70% of the average of the three (3) lowest closing bid prices of the Common Stock reported by Bloomberg (defined below) during the twenty (20) Trading Days (defined below) immediately preceding the Issue Date, as such number may be adjusted from time to time pursuant modified according to the terms and conditions of this hereof. This Warrant to Purchase Shares of Common Stock (this “Warrant”). This Warrant ) is being issued pursuant to the terms of that certain Securities Purchase Agreement dated January 22, 2015, to which Company and Investor are parties of even date herewith (as the same may be amended from time to time, the “Purchase Agreement”), to which the Company and the Holder (or the Holder’s predecessor in interest) are parties. Unless otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. This Warrant was originally issued to Investor the Holder or the Holder’s predecessor in interest on January 22March 31, 2015 2011 (the “Issue Date”). For the avoidance of doubt, the Purchase Price constitutes payment in full for this Warrant.

Appears in 1 contract

Samples: Clear Skies Solar, Inc

Issuance. In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without limitation the Purchase Price (as defined in the Purchase Agreement), the receipt and sufficiency of which are hereby acknowledged by HOMELAND RESOURCES LTD.Tauriga Sciences, A NEVADA CORPORATION Inc., a Florida corporation (the “Company”); TYPENEX COTypenex Co-INVESTMENTInvestment, LLC, A UTAH LIMITED LIABILITY COMPANYan Illinois limited liability company, ITS SUCCESSORS AND/OR REGISTERED ASSIGNS its successors and/or registered assigns (the InvestorHolder”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), 175,000 shares a number of fully paid and non-assessable nonassessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.0001 0.00001 per share (the “Common Stock”), equal to $277,500.00 divided by the Market Price (defined in the Note, as of the Issue Date), as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant to Purchase Shares of Common Stock (this “Warrant”). This Warrant is being issued pursuant to the terms of that certain Securities Purchase Agreement dated January 22June 24, 20152013, to which the Company and Investor the Holder are parties (as the same may be amended from time to time, the “Purchase Agreement”). Unless otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. This Warrant was originally issued to Investor the Holder on January 22June 24, 2015 2013 (the “Issue Date”). For the avoidance of doubt, the Purchase Price constitutes payment in full for this Warrant.

Appears in 1 contract

Samples: Tauriga Sciences, Inc.

Issuance. In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without limitation the Initial Cash Purchase Price (as defined in the Purchase Agreement), the receipt and sufficiency of which are hereby acknowledged by HOMELAND RESOURCES LTD.WindStream Technologies, A NEVADA CORPORATION Inc., a Wyoming corporation (“Company”); TYPENEX CO-INVESTMENTTypenex Co- Investment, LLC, A UTAH LIMITED LIABILITY COMPANYa Utah limited liability company, ITS SUCCESSORS AND/OR REGISTERED ASSIGNS its successors and/or registered assigns (“Investor”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), 175,000 shares a number of fully paid and non-assessable shares (the “Warrant Shares”) of Company’s common stock, par value $0.0001 0.001 per share (the “Common Stock”), equal to $137,500.00 divided by the Market Price (as defined in the Note, as of the Issue Date), as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant #1 to Purchase Shares of Common Stock (this “Warrant”). This Warrant is being issued pursuant to the terms of that certain Securities Purchase Agreement dated January 22September 26, 20152014, to which Company and Investor are parties (as the same may be amended from time to time, the “Purchase Agreement”). Unless otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. This Warrant was originally issued to Investor on January 22September 26, 2015 2014 (the “Issue Date”). For the avoidance of doubt, the Initial Cash Purchase Price constitutes payment in full for this Warrant.

Appears in 1 contract

Samples: Windstream Technologies, Inc.

Issuance. In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without limitation the Purchase Price (as defined in the Purchase Agreement)Price, the receipt and sufficiency of which are is hereby acknowledged by HOMELAND RESOURCES LTD.High Plains Gas, A NEVADA CORPORATION Inc., a Nevada corporation (the “Company”); TYPENEX CO-INVESTMENT, LLCTonaquint, A UTAH LIMITED LIABILITY COMPANYInc., ITS SUCCESSORS AND/OR REGISTERED ASSIGNS a Utah corporation, its successors or registered assigns (the InvestorHolder”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), 175,000 shares the number of fully paid and non-assessable nonassessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.0001 0.001 per share (the “Common Stock”), equal to 50% of the Outstanding Balance (as defined in that certain Secured Convertible Promissory Note issued to the Holder pursuant to the Purchase Agreement (the “Note”)) as of the Issuance Date (as defined in the Note) divided by the Exercise Price (defined below), as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant. This Warrant to Purchase Shares of Common Stock (this “Warrant”). This Warrant ) is being issued pursuant to the terms of that certain Securities Purchase Agreement dated January 22March 9, 20152012, to which Company and Investor are parties (as the same may be amended from time to time, time (the “Purchase Agreement”), to which the Company and the Holder (or the Holder’s predecessor in interest) are parties. Unless otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. This Warrant was originally issued to Investor the Holder or the Holder’s predecessor in interest on January 22March 9, 2015 2012 (the “Issue Date”). For the avoidance of doubt, the Purchase Price constitutes payment in full for this Warrant.

Appears in 1 contract

Samples: High Plains Gas, Inc.

Issuance. In consideration of For good and valuable consideration as set forth in the Purchase Agreement (defined below), including without limitation the Purchase Price (as defined in the Purchase Agreement), the receipt and sufficiency of which are hereby acknowledged by HOMELAND RESOURCES LTD.spiral toys, A NEVADA CORPORATION Inc., a Nevada corporation (the “Company”); TYPENEX CO-INVESTMENT__________, LLC, A UTAH LIMITED LIABILITY COMPANY, ITS SUCCESSORS AND/OR REGISTERED ASSIGNS its successors and/or registered assigns (the InvestorHolder”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth third anniversary of the Issue Date occurs (the “Expiration Date”), 175,000 shares of _____________ fully paid and non-assessable nonassessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.0001 0.001 per share (the “Common Stock”), as such number of Warrant Shares may be adjusted from time to time pursuant to the terms and conditions of this Warrant to Purchase Shares of Common Stock (this “Warrant”). This Warrant is being issued pursuant to the terms of that certain Securities Purchase Agreement dated January 22, 20152016, to which the Company and Investor the Holder are parties (as the same may be amended from time to time, the “Purchase Agreement”). Unless otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. This Warrant was originally issued to Investor the Holder on January 22, 2015 2016 (the “Issue Date”). For the avoidance of doubt, the Purchase Price constitutes payment in full for this Warrant.

Appears in 1 contract

Samples: Spiral Toys Inc.

Issuance. In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without limitation the Purchase Price (as defined in the Purchase Agreement), the receipt and sufficiency of which are hereby acknowledged by HOMELAND RESOURCES LTDCOMPETITIVE TECHNOLOGIES, INC., A NEVADA CORPORATION a Delaware corporation (the “Company”); TYPENEX CO-INVESTMENTTONAQUINT, LLCINC., A UTAH LIMITED LIABILITY COMPANYa Utah corporation, ITS SUCCESSORS AND/OR REGISTERED ASSIGNS its successors and/or registered assigns (the InvestorHolder”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), 175,000 shares a number of fully paid and non-assessable nonassessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.0001 0.01 per share (the “Common Stock”), equal to $112,500 divided by the Market Price (defined in the Note, as of the Issue Date), as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant to Purchase Shares of Common Stock (this “Warrant”). This Warrant is being issued pursuant to the terms of that certain Securities Purchase Agreement dated January 22July 16, 20152013, to which the Company and Investor the Holder are parties (as the same may be amended from time to time, the “Purchase Agreement”). Unless otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. This Warrant was originally issued to Investor the Holder on January 22July 16, 2015 2013 (the “Issue Date”). For the avoidance of doubt, the Purchase Price constitutes payment in full for this Warrant.

Appears in 1 contract

Samples: Securities Purchase Agreement (Competitive Technologies Inc)

Issuance. In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without limitation the Purchase Price (as defined in the Purchase Agreement), the receipt and sufficiency of which are is hereby acknowledged by HOMELAND RESOURCES LTD.A5 Laboratories Inc., A NEVADA CORPORATION a Nevada corporation (the “Company”); TYPENEX CO-INVESTMENT, LLCXxxx X. Xxxx, A UTAH LIMITED LIABILITY COMPANYan individual, ITS SUCCESSORS AND/OR REGISTERED ASSIGNS his successors or registered assigns (the InvestorHolder”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth fourth anniversary of the Issue Date occurs (the “Expiration Date”), 175,000 shares a number of fully paid and non-assessable nonassessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.0001 0.001 per share (the “Common Stock”), equal to $800,000.00 divided by 80% of the average of the three (3) lowest closing bid prices of the Common Stock reported by Bloomberg (defined below) during the twenty (20) Trading Days (defined below) immediately preceding the Issue Date, as such number may be adjusted from time to time pursuant modified according to the terms and conditions of this hereof. This Warrant to Purchase purchase Shares of Common Stock (this “Warrant”). This Warrant ) is being issued pursuant to the terms of that certain Securities Note and Warrant Purchase Agreement dated January 22, 2015, to which Company and Investor are parties of even date herewith (as the same may be amended from time to time, the “Purchase Agreement”), to which the Company and the Holder (or the Holder’s predecessor in interest) are parties. Unless otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. This Warrant was originally issued to Investor the Holder or the Holder’s predecessor in interest on January 22February 23, 2015 2011 (the “Issue Date”). For the avoidance of doubt, the Purchase Price constitutes payment in full for this Warrant.

Appears in 1 contract

Samples: A5 Laboratories Inc.

Issuance. In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without limitation the Purchase Price (as defined in the Purchase Agreement), the receipt and sufficiency of which are is hereby acknowledged by HOMELAND RESOURCES LTD.Aethlon Medical, A NEVADA CORPORATION Inc., a Nevada corporation (the “Company”); TYPENEX CO-INVESTMENT, LLCTonaquint, A UTAH LIMITED LIABILITY COMPANYInc., ITS SUCCESSORS AND/OR REGISTERED ASSIGNS a Utah corporation, its successors or registered assigns (the InvestorHolder”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), 175,000 shares a number of fully paid and non-assessable nonassessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.0001 0.001 per share (the “Common Stock”), equal to $800,000.00 divided by 80% of the average of the three (3) lowest closing bid prices of the Common Stock reported by Bloomberg (defined below) during the twenty (20) Trading Days (defined below) immediately preceding the Issue Date, as such number may be adjusted from time to time pursuant modified according to the terms and conditions of this hereof (the “Adjusted Market Price”). This Warrant to Purchase purchase Shares of Common Stock (this “Warrant”). This Warrant ) is being issued pursuant to the terms of that certain Securities Note and Warrant Purchase Agreement dated January 22, 2015, to which Company and Investor are parties of even date herewith (as the same may be amended from time to time, the “Purchase Agreement”), to which the Company and the Holder (or the Holder’s predecessor in interest) are parties. Unless otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. This Warrant was originally issued to Investor the Holder or the Holder’s predecessor in interest on January 22July 15, 2015 2010 (the “Issue Date”). For the avoidance of doubt, the Purchase Price constitutes payment in full for this Warrant.

Appears in 1 contract

Samples: Aethlon Medical Inc

Issuance. In consideration of For good and valuable consideration as set forth in the Purchase Agreement (as defined below), including without limitation the Purchase Price (as defined in the Purchase Agreement), the receipt and sufficiency of which are hereby acknowledged by HOMELAND RESOURCES LTD.MGT Capital Investments, A NEVADA CORPORATION Inc., a Delaware corporation (“Company”); TYPENEX CO-INVESTMENT, UAHC Ventures LLC, A UTAH LIMITED LIABILITY COMPANYa Nevada limited liability company, ITS SUCCESSORS AND/OR REGISTERED ASSIGNS its successors and/or registered assigns (“Investor”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), 175,000 shares a number of fully paid and non-assessable shares (the “Warrant Shares”) of Company’s common stock, par value $0.0001 0.001 per share (the “Common Stock”), equal to 861,905 Warrant Shares (as of the Issue Date), as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant to Purchase Shares of Common Stock (this “Warrant”). This Warrant is being issued pursuant to the terms of that certain Securities Purchase Agreement dated January 22August 18, 20152017, to which Company and Investor are parties (as the same may be amended from time to time, the “Purchase Agreement”). Unless otherwise indicated herein, Certain capitalized terms not used herein are defined in Attachment 1 attached hereto and incorporated herein by this reference. Moreover, to the extent any defined terms herein are defined in any other Transaction Document (as so noted herein), such defined term shall remain applicable in this Warrant even if the other Transaction Document has been released, satisfied, or is otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreementcancelled. This Warrant was issued to Investor on January 22August 18, 2015 2017 (the “Issue Date”). For the avoidance of doubt, the Purchase Price constitutes payment in full for this Warrant.

Appears in 1 contract

Samples: MGT Capital Investments Inc

Issuance. In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without limitation the Purchase Price (as defined in the Purchase Agreement)Price, the receipt and sufficiency of which are hereby acknowledged by HOMELAND RESOURCES LTD.ULURU Inc., A NEVADA CORPORATION a Nevada corporation (the “Company”); TYPENEX CO, Inter-INVESTMENTMountain Capital Corp., LLCa Delaware corporation, A UTAH LIMITED LIABILITY COMPANY, ITS SUCCESSORS AND/OR REGISTERED ASSIGNS its successors or registered assigns (the InvestorHolder”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), 175,000 shares a number of fully paid and non-assessable nonassessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.0001 0.001 per share (the “Common Stock”), equal to $275,000.00 divided by the Exercise Price (defined below, as of the Issue Date), as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant. This Warrant #1 to Purchase Shares of Common Stock (this “Warrant”). This Warrant ) is being issued pursuant to the terms of that certain Securities Purchase Agreement dated January 22June 27, 20152012, to which Company and Investor are parties (as the same may be amended from time to time, time (the “Purchase Agreement”), to which the Company and the Holder (or the Holder’s predecessor in interest) are parties. Unless otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. This Warrant was originally issued to Investor the Holder or the Holder’s predecessor in interest on January 22June 27, 2015 2012 (the “Issue Date”). For , together with six (6) other similar Warrants to Purchase Common Stock issued pursuant to the avoidance terms and conditions of doubtthe Purchase Agreement (collectively, the “Warrants”). Pursuant to and in accordance with the terms of the Purchase Price constitutes payment Agreement, all of the Warrants other than this Warrant are exercisable only beginning at specified times occurring after the Issue Date, as reflected in full the relevant Warrants and Section 2.1(b)(i) of the Purchase Agreement. The Company and the Holder hereby acknowledge and agree that, notwithstanding that the Warrants are exercisable at different times, (1) all of the Warrants were issued as of the Issue Date, (2) the Holder assumed the economic risk of investment with respect to all of the Warrants as of the Issue Date, (3) the Holder is not providing any additional consideration for the Warrants following the Issue Date even though some of the Warrants are not exercisable until after the Issue Date, and (4) it is the intent of the parties, for purposes of and consistent with the public policies undergirding Rule 144, that all of the Warrants shall be deemed issued to and acquired by the Holder as of the Issue Date. Nothing contained in this paragraph shall be deemed to modify or limit in any way any of the specific terms and conditions of the Warrants, including without limitation this Warrant.

Appears in 1 contract

Samples: Uluru Inc.

Issuance. In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without limitation the Purchase Price (as defined in the Purchase Agreement)Price, the receipt and sufficiency of which are hereby acknowledged by HOMELAND RESOURCES LTD.ULURU Inc., A NEVADA CORPORATION a Nevada corporation (the “Company”); TYPENEX CO, Inter-INVESTMENTMountain Capital Corp., LLCa Delaware corporation, A UTAH LIMITED LIABILITY COMPANY, ITS SUCCESSORS AND/OR REGISTERED ASSIGNS its successors or registered assigns (the InvestorHolder”), is hereby granted the right to purchase at any time on or after the Issue Exercisable Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), 175,000 shares a number of fully paid and non-assessable nonassessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.0001 0.001 per share (the “Common Stock”), equal to $137,500.00 divided by the Exercise Price (defined below, as of the Issue Date), as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant. This Warrant #3 to Purchase Shares of Common Stock (this “Warrant”). This Warrant ) is being issued pursuant to the terms of that certain Securities Purchase Agreement dated January 22June 27, 20152012, to which Company and Investor are parties (as the same may be amended from time to time, time (the “Purchase Agreement”), to which the Company and the Holder (or the Holder’s predecessor in interest) are parties. Unless otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. This Warrant was originally issued to Investor the Holder or the Holder’s predecessor in interest on January 22June 27, 2015 2012 (the “Issue Date”). For , together with six (6) other similar Warrants to Purchase Common Stock issued pursuant to the avoidance terms and conditions of doubtthe Purchase Agreement (collectively, the “Warrants”). Pursuant to and in accordance with the terms of the Purchase Price constitutes payment Agreement, this Warrant is exercisable only once Holder has paid Buyer Trust Deed Note #2 (as defined in the Purchase Agreement) in full in cash (the date such Buyer Trust Deed Note #2 has been paid in full, the “Exercisable Date”). Payment of Trust Deed Note #2 by means of netting against amounts owed by the Holder under Trust Deed Note #2 against amounts owed by the Company under the Note shall not be deemed to be payment ‘in cash” for purposes of the preceding sentence, and if Trust Deed Note #2 is paid through netting, this Warrant shall immediately and automatically terminate. The Company and the Holder hereby acknowledge and agree that, notwithstanding that the Warrants are exercisable at different times, (1) all of the Warrants were issued as of the Issue Date, (2) the Holder assumed the economic risk of investment with respect to all of the Warrants as of the Issue Date, (3) the Holder is not providing any additional consideration for the Warrants following the Issue Date even though some of the Warrants are not exercisable until after the Issue Date, and (4) it is the intent of the parties, for purposes of and consistent with the public policies undergirding Rule 144, that all of the Warrants shall be deemed issued to and acquired by the Holder as of the Issue Date. Nothing contained in this paragraph shall be deemed to modify or limit in any way any of the specific terms and conditions of the Warrants, including without limitation this Warrant.

Appears in 1 contract

Samples: Uluru Inc.

Issuance. In consideration of For good and valuable consideration as set forth in the Purchase Agreement (as defined below), including without limitation the Purchase Price (as defined in the Purchase Agreement), the receipt and sufficiency of which are hereby acknowledged by HOMELAND RESOURCES LTD.Naked Brand Group Limited, A NEVADA CORPORATION an Australia corporation (“Company”); TYPENEX CO-INVESTMENTIliad Research and Trading, LLCL.P., A UTAH LIMITED LIABILITY COMPANYa Utah limited partnership, ITS SUCCESSORS AND/OR REGISTERED ASSIGNS its successors and/or registered assigns (“Investor”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth second anniversary of the Issue Purchase Price Date (as defined in the Note (as defined in Attachment 1)) occurs (the “Expiration Date”), 175,000 shares a number of fully paid and non-assessable shares (the “Warrant Shares”) of Company’s common stockordinary shares, no par value $0.0001 per share (the “Common StockOrdinary Shares”), equal to the number of Conversion Shares (as defined in the Note) issued to Investor under the Note (as defined in the Note) as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant to Purchase Ordinary Shares of Common Stock (this “Warrant”). This Warrant is being issued pursuant to the terms of that certain Securities Purchase Agreement dated January 22November 12, 20152019, to which Company and Investor are parties (as the same may be amended from time to time, the “Purchase Agreement”). Unless otherwise indicated herein, Certain capitalized terms not used herein are defined in Attachment 1 attached hereto and incorporated herein by this reference. Moreover, to the extent any defined terms herein are defined in any other Transaction Document (as so noted herein), such defined term shall remain applicable in this Warrant even if the other Transaction Document has been released, satisfied, or is otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreementcancelled. This Warrant was issued to Investor on January 22November 12, 2015 2019 (the “Issue Date”). For the avoidance of doubt, the Purchase Price constitutes payment in full for this Warrant.

Appears in 1 contract

Samples: NAKED BRAND GROUP LTD

Issuance. In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without limitation the Initial Cash Purchase Price (as defined in the Purchase Agreement)Price, the receipt and sufficiency of which are is hereby acknowledged by HOMELAND RESOURCES LTD.MusclePharm Corporation, A NEVADA CORPORATION a Nevada corporation (the “Company”); TYPENEX CO, Inter-INVESTMENTMountain Capital Corp., LLCa Delaware corporation, A UTAH LIMITED LIABILITY COMPANY, ITS SUCCESSORS AND/OR REGISTERED ASSIGNS its successors or registered assigns (the InvestorHolder”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), 175,000 shares a number of fully paid and non-assessable nonassessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.0001 0.001 per share (the “Common Stock”), equal to $800,000.00 divided by 80% of the lowest trade price of the Common Stock reported by Bloomberg (defined below) during the thirty (30) Trading Days (defined below) immediately preceding the Issue Date, as such number may be adjusted from time to time pursuant modified according to the terms and conditions of this hereof. This Warrant to Purchase Shares of Common Stock (this “Warrant”). This Warrant ) is being issued pursuant to the terms of that certain Securities Note and Warrant Purchase Agreement dated January 22, 2015, to which Company and Investor are parties of even date herewith (as the same may be amended from time to time, the “Purchase Agreement”), to which the Company and the Holder (or the Holder’s predecessor in interest) are parties. Unless otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. This Warrant was originally issued to Investor the Holder or the Holder’s predecessor in interest on January 22June 29, 2015 2011 (the “Issue Date”). For the avoidance of doubt, the Purchase Price constitutes payment in full for this Warrant.

Appears in 1 contract

Samples: MusclePharm Corp

Issuance. In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without limitation the Initial Cash Purchase Price (as defined in the Purchase Agreement), the receipt and sufficiency of which are hereby acknowledged by HOMELAND RESOURCES LTD.Reve Technologies, A NEVADA CORPORATION Inc., a Nevada corporation (“Company”); TYPENEX COTypenex Co-INVESTMENTInvestment, LLC, A UTAH LIMITED LIABILITY COMPANYa Utah limited liability company, ITS SUCCESSORS AND/OR REGISTERED ASSIGNS its successors and/or registered assigns (“Investor”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), 175,000 shares a number of fully paid and non-assessable shares (the “Warrant Shares”) of Company’s common stock, par value $0.0001 0.001 per share (the “Common Stock”), equal to $30,000.00 divided by the Market Price (as defined in the Note, as of the Issue Date), as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant #1 to Purchase Shares of Common Stock (this “Warrant”). This Warrant is being issued pursuant to the terms of that certain Securities Purchase Agreement dated January 2216, 2015, to which Company and Investor are parties (as the same may be amended from time to time, the “Purchase Agreement”). Unless otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. This Warrant was issued to Investor on January 2216, 2015 (the “Issue Date”). For the avoidance of doubt, the Initial Cash Purchase Price constitutes payment in full for this Warrant.

Appears in 1 contract

Samples: Reve Technologies, Inc.

Issuance. In consideration of For good and valuable consideration as set forth in the Purchase Agreement (as defined below), including without limitation the Initial Cash Purchase Price (as defined in the Purchase Agreement), the receipt and sufficiency of which are hereby acknowledged by HOMELAND RESOURCES LTDBEYOND COMMERCE, INC., A NEVADA CORPORATION a Nevada corporation (“Company”); TYPENEX CO-INVESTMENTILIAD RESEARCH AND TRADING, LLCL.P., A UTAH LIMITED LIABILITY COMPANYa Utah limited partnership, ITS SUCCESSORS AND/OR REGISTERED ASSIGNS its successors and/or registered assigns (“Investor”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), 175,000 shares a number of fully paid and non-assessable shares (the “Warrant Shares”) of Company’s common stock, par value $0.0001 0.001 per share (the “Common Stock”), equal to $32,500.00 divided by the Market Price (as of the Issue Date), as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant #1 to Purchase Shares of Common Stock (this “Warrant”). This Warrant is being issued pursuant to the terms of that certain Securities Purchase Agreement dated January 22March 28, 20152018, to which Company and Investor are parties (as the same may be amended from time to time, the “Purchase Agreement”). Unless otherwise indicated herein, Certain capitalized terms not used herein are defined in Attachment 1 attached hereto and incorporated herein by this reference. Moreover, to the extent any defined terms herein are defined in any other Transaction Document (as so noted herein), such defined term shall remain applicable in this Warrant even if the other Transaction Document has been released, satisfied, or is otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreementcancelled. This Warrant was issued to Investor on January 22March 28, 2015 2018 (the “Issue Date”). For the avoidance of doubt, the Initial Cash Purchase Price constitutes payment in full for this Warrant.

Appears in 1 contract

Samples: Beyond Commerce, Inc.

Issuance. In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without limitation the Purchase Price (as defined in the Purchase Agreement)Price, the receipt and sufficiency of which are hereby acknowledged by HOMELAND RESOURCES LTDPURAMED BIOSCIENCE, INC., A NEVADA CORPORATION a Minnesota corporation (the “Company”); TYPENEX CO-INVESTMENT, LLCTONAQUINT, A UTAH LIMITED LIABILITY COMPANYINC., ITS SUCCESSORS AND/OR REGISTERED ASSIGNS a Utah corporation, its successors or registered assigns (the InvestorHolder”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), 175,000 shares a number of fully paid and non-assessable nonassessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.0001 0.001 per share (the “Common Stock”), equal to $129,375.00 divided by the Market Price (defined in the Note, as of the Issue Date), as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant to Purchase Shares of Common Stock (this “Warrant”). This Warrant is being issued pursuant to the terms of that certain Securities Purchase Agreement dated January 22September 7, 2015, 2012 to which the Company and Investor the Holder (or the Holder’s predecessor in interest) are parties (as the same may be amended from time to time, the “Purchase Agreement”). Unless otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. This Warrant was originally issued to Investor the Holder or the Holder’s predecessor in interest on January 22September 7, 2015 2012 (the “Issue Date”). For the avoidance of doubt, the Purchase Price constitutes payment in full for this Warrant.

Appears in 1 contract

Samples: Puramed Bioscience Inc.

Issuance. In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without limitation the Purchase Price (as defined in the Purchase Agreement)consideration, the receipt and sufficiency of which are is hereby acknowledged by HOMELAND RESOURCES LTD.AMDL, A NEVADA CORPORATION Inc., a Delaware corporation (the “Company”); TYPENEX CO-INVESTMENT, St. Gxxxxx Investments, LLC, A UTAH LIMITED LIABILITY COMPANYan Illinois limited liability company, ITS SUCCESSORS AND/OR REGISTERED ASSIGNS or registered assigns (the InvestorHolder”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), 175,000 shares of five hundred thousand (500,000) fully paid and non-assessable nonassessable shares (of the “Warrant Shares”) of Company’s common stockCommon Stock, $0.001 par value $0.0001 per share (the “Common Stock”), as such number may be adjusted from time to time pursuant to at an initial exercise price of $0.65 per share (the terms and conditions of this Warrant to Purchase Shares of Common Stock (this WarrantExercise Price”), subject to further adjustment as set forth herein. This Warrant is being issued pursuant to the terms of that certain Securities Note and Warrant Purchase Agreement dated January 22, 2015, to which Company and Investor are parties of even date herewith (as the same may be amended from time to time, the “Purchase Agreement”), to which the Company and the Holder (or the Holder’s predecessor in interest) are parties. Unless otherwise indicated herein, capitalized Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. This Warrant was originally issued to Investor the Holder or the Holder’s predecessor in interest on January 22September 15, 2015 2009 (the “Issue Date”). For the avoidance of doubt, the Purchase Price constitutes payment in full for this Warrant.

Appears in 1 contract

Samples: Amdl Inc

Issuance. In consideration of For good and valuable consideration as set forth in the Purchase Agreement (as defined below), including without limitation the Purchase Price (as defined in the Purchase Agreement), the receipt and sufficiency of which are hereby acknowledged by HOMELAND RESOURCES LTD.Naked Brand Group Limited, A NEVADA CORPORATION an Australia corporation (“Company”); TYPENEX CO-INVESTMENT, St. Gxxxxx Investments LLC, A UTAH LIMITED LIABILITY COMPANYa Utah limited liability company, ITS SUCCESSORS AND/OR REGISTERED ASSIGNS its successors and/or registered assigns (“Investor”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth second anniversary of the Issue Purchase Price Date (as defined in the Note (as defined in Attachment 1)) occurs (the “Expiration Date”), 175,000 shares a number of fully paid and non-assessable shares (the “Warrant Shares”) of Company’s common stockordinary shares, no par value $0.0001 per share (the “Common StockOrdinary Shares”), equal to the number of Conversion Shares (as defined in the Note) issued to Investor under the Note (as defined in the Note) as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant to Purchase Ordinary Shares of Common Stock (this “Warrant”). This Warrant is being issued pursuant to the terms of that certain Securities Purchase Agreement dated January 22April 15, 20152020, to which Company and Investor are parties (as the same may be amended from time to time, the “Purchase Agreement”). Unless otherwise indicated herein, Certain capitalized terms not used herein are defined in Attachment 1 attached hereto and incorporated herein by this reference. Moreover, to the extent any defined terms herein are defined in any other Transaction Document (as so noted herein), such defined term shall remain applicable in this Warrant even if the other Transaction Document has been released, satisfied, or is otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreementcancelled. This Warrant was issued to Investor on January 22April 15, 2015 2020 (the “Issue Date”). For the avoidance of doubt, the Purchase Price constitutes payment in full for this Warrant.

Appears in 1 contract

Samples: NAKED BRAND GROUP LTD

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