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. The closing of the execution and delivery of this Agreement shall occur upon delivery by facsimile of executed signature pages of this Agreement and all other documents, instruments and writings required to be delivered pursuant to this Agreement to the offices of Jenkens & Gilchrist Parker Chapin LLP, The Chrysler Building, 405 Lexington Aven▇▇, ▇▇▇ ▇o▇▇, ▇▇▇ ▇▇▇▇ 10174 (the "Closing"), at 10:▇▇ ▇.▇., ▇▇▇ ▇▇▇▇ ▇▇▇▇ (▇) ▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇h the last to be fulfilled or waived of the conditions set forth in Article IV hereof and applicable to such Closing shall be fulfilled or waived in accordance herewith or (ii) at such other time and place or on such date as the Purchaser and the Company may agree upon (the "Closing Date"). Notwithstanding anything to the contrary contained herein, the aggregate principal amount of the Note to be sold by the Company and purchased by the Purchaser hereunder shall not exceed Three Million One Hundred Thousand Dollars ($3,100,000.00). Funding shall take place by wire transfer of immediately available funds no later than three (3) business days following the Effectiveness Date to Jenkens & Gilchrist Parker Chapin LLP, as escrow agent (the "Escrow Agent") so l▇▇▇ ▇▇ ▇▇e ▇▇▇▇▇▇▇▇▇▇ ▇et forth in Article IV hereof shall be fulfilled or waived in accordance herewith (the "Funding Date"). The Escrow Agent shall deliver the funds to the Company no later than five (5) business days following the Effectiveness Date. The Note shall be dated as of the date that the Company receives all of the funds from the Escrow Agent.

Note and Warrant. At or prior to the Closing, the Company shall have delivered to the Purchaser the Note and the Warrant.