Note and Warrant Clause Samples

Note and Warrant. At the Closing, the Company shall have duly executed and delivered to the Investor the Note and Warrant purchased hereby, in each case duly executed by the Company and registered in the name of the Investor.

Note and Warrant. PURCHASE AGREEMENT

Note and Warrant. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to Buyer, and Buyer shall purchase from the Company on the Closing Date (as defined below) the Note in the original principal amount of $1,250,000.00 along with a Warrant to initially acquire up to 925,925,925 Warrant Shares.

Note and Warrant. The Company shall have executed and delivered to the Investor the Note and the Warrant.

Note and Warrant. The Company shall have delivered to each Investor participating in the Initial Closing a duly executed copy of the Note and Warrant issuable to such Investor in such Closing.

Note and Warrant. The Note is a legal, valid and binding obligation of ---------------- Company, enforceable in accordance with its terms. The Warrant, when issued pursuant to the terms of this Agreement, will be a binding obligation of the Company in accordance with its terms. The Note Securities and the Warrant Shares have been reserved for issuance and when issued upon exercise or conversion of the Note or exercise of the Warrant will be duly authorized, validly issued and outstanding, fully paid, nonassessable and free and clear of all pledges, liens, encumbrances and restrictions.

Note and Warrant. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company on the Closing Date (as defined below), the Note and the Series A Warrant. If (i) all or any part of the Note remains outstanding on July 20, 2019, the two (2) month anniversary of the date of this Agreement, the Company shall, within two (2) Business Days of such date, issue to the Investor the Series B Warrant, (ii) all or any part of the Note remains outstanding on September 20, 2019, the four (4) month anniversary of the date of this Agreement, the Company shall, within two (2) Business Days of such date, issue to the Investor the Series C Warrant, and (iii) all or any part of the Note remains outstanding on November 20, 2019, the six (6) month anniversary of the date of this Agreement, the Company shall, within two (2) Business Days of such date, issue to the Investor the Series D Warrant.

Note and Warrant. Subject to the terms and conditions set forth herein, Company shall issue and sell to Investor and Investor shall purchase from Company the Note and the Warrant. In consideration thereof, Investor shall pay the Purchase Price (as defined below) to Company.

Note and Warrant. 1.1 On the date hereof, in exchange for the issuance of (i) a convertible promissory note, in the form of Exhibit A hereto (the "Note"); and (ii) a --------- ---- Warrant, in the form of Exhibit B hereto (the "Warrant"), Template shall pay to --------- ------- the Company, by wire transfer of immediately available funds, the aggregate amount of $1,000,000. In connection with the issuance of the Note, the Company shall execute a security agreement, in the form of Exhibit C hereto (the --------- "Security Agreement") and a financing statement, in the form of Exhibit D hereto ------------------- --------- (the "Financing Statement"). This Agreement, the Note, the Security ------------------- Agreement, the Financing Statement and any other document executed or delivered by the Company in connection herewith shall be referred to herein as the "Loan ---- Documents." --------- 1.2 The Company may, in its sole discretion, request in writing that Template fund the Second Loan, and Template shall promptly advance the Company the aggregate amount of $500,000 by wire transfer of immediately available funds. In the event the Company requests, in writing, the Second Loan, the Company shall execute a note, security agreement and financing statement, in substantially the form attached hereto, and such documents, when executed, shall become part of the Loan Documents, as defined herein.