Purchasers Clause Samples

Purchasers. Name and Address of Purchasers Number of Shares Per Share Purchase Price Aggregate Purchase Price

Purchasers. See the introductory paragraph to this Agreement.

Purchasers s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ -------------------------------------------------- By: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ---------------------------------------------- Title: ------------------------------------------- SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT

Purchasers severally, and not jointly, represent and warrant to Seller and Issuer as follows: (a) Purchasers understand that neither the Shares nor the Note have been registered with the United States Securities and Exchange Commission or any state or foreign securities agencies, and that the Shares being acquired from the Seller are restricted securities as that term is defined in Rule 144 of the Act. (b) Purchasers have the requisite competence and authority to execute and deliver this Agreement and any other agreements and undertakings referenced herein, to perform their obligations hereunder and to consummate the transactions contemplated hereby. This Agreement and any other agreements executed by Purchasers in connection herewith have been duly executed and delivered by it and constitute the valid, binding and enforceable obligation of Purchasers, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and the rights of stockholders. (c) Purchasers are capable of evaluating the merits and risks of its investment in the Issuer. Purchasers acknowledge that they must bear the economic risk of this investment indefinitely, unless the Shares are subsequently registered pursuant to the Act, or an exemption from registration is available. Purchasers understand that the Issuer has no present intention of registering the Shares. (d) Purchasers are not an underwriter and are acquiring the Shares and the Note for Purchaser’s own account for investment only and not with a view towards distribution thereof within the meaning of the Act, the state securities laws and any other applicable laws. (e) Purchasers have the capacity to protect their interests in connection with the transactions contemplated hereby as a result of their business or financial expertise. (f) Purchasers acknowledge that the Shares purchased herein may not be transferred, encumbered, sold, hypothecated, or otherwise disposed of to any person in violation of federal and/or state securities laws. Disposition shall include, but is not limited to acts of selling, assigning, transferring, pledging, encumbering, hypothecating, gifting, and any form of conveying, whether voluntary or not. (g) Purchasers acknowledge that neither the Issuer nor the Seller is under an obligation to register or seek an exemption under any federal, state or foreign securities acts for any of the Shares or any shares of common stock of the Issuer into which the Note may be converted or to ca...

Purchasers. On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) a fully completed and duly executed Stock Registration Questionnaire in the form attached hereto as Exhibit A; (ii) the Registration Rights Agreement, duly executed by each Purchaser; (iii) a fully completed and duly executed Accredited Investor Qualification Questionnaire in the form attached hereto as Exhibit B; (iv) a fully completed and duly executed Bad Actor Questionnaire in the form attached hereto as Exhibit C; and (v) the Share Purchase Price by wire transfer to the account specified by the Company.

Purchasers. On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) a fully completed and duly executed Stock Certificate Questionnaire in the form attached hereto as Exhibit C; and (iii) unless such Purchaser is a director or an executive officer (as such term is defined in Rule 501(f) promulgated by the Commission under the Securities Act) of the Company as of the Closing Date, a fully completed and duly executed Accredited Investor Qualification Questionnaire in the form attached hereto as Exhibit D; (iv) a fully completed and duly executed Bad Actor Questionnaire in the form attached hereto as Exhibit E; and (v) the Unit Purchase Price by wire transfer to the account specified by the Company.

Purchasers s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ --------------------------------------------------

Purchasers. (Name, if Individual) ---------------------------- (Signature, if Individual)

Purchasers. Rights of Participation in Additional Financings From the date hereof until 12 months after the Closing Date, upon any financing by the Company of its Capital Shares or Capital Shares Equivalents (a "Subsequent Financing"), each Purchaser shall have the right to participate in up to 5% of such Subsequent Financing (the "Participation Maximum"). At least 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing ("Pre-Notice"), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a "Subsequent Financing Notice"). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. If by 6:30 p.m. (New York City time) on the second Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such 2nd Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 7(a), if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within 60 Trading Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purch...