Second Tranche. (a) Juvenescence agrees to purchase, and the Company agrees to sell to Juvenescence, on or before 12:00 noon (Eastern Standard Time) on January 31, 2025 (the “Second Tranche Closing Date”), 500,000 shares of Common Stock (the “Second Tranche Shares”) at the purchase price of $10.00 per share for an aggregate amount of $5,000,000 (the “Second Tranche Purchase Price”). The Second Tranche Purchase Price shall be paid on or before the Second Tranche Closing Date in cash by wire transfer of immediately available funds to an account designated by the Company prior to the Second Tranche Closing Date. (b) On the Second Tranche Closing Date, the Company shall deliver irrevocable instructions to its transfer agent and take all such other actions necessary to cause its transfer agent to issue and deliver to Juvenescence, within two (2) Business Days after the Second Tranche Closing Date, a DRS Statement reflecting the Second Tranche Shares purchased by Juvenescence at the Second Tranche Closing Date, which DRS Statement shall not bear any restrictive or other legends except as may be required by applicable law and shall be freely tradable and transferable and without restriction on transfer or (ii) credit Juvenescence’s or its designee's account at DTC through its Deposit/Withdrawal at Custodian (DWAC) system, within two (2) Business Days after the Second Tranche Closing Date, with a number of shares of Common Stock equal to the number of Second Tranche Purchase Shares purchased by Juvenescence at the Second Tranche Closing Date, which shall not bear any restrictive or other legends and shall be freely tradable and transferable and without restriction on transfer. (c) On the Second Tranche Closing Date, the Company shall cause the certificate representing the Pledged Shares held by the Company to be cancelled and shall deliver irrevocable instructions to its transfer agent and take all such other actions necessary to cause its transfer agent to issue and deliver to Juvenescence, within two (2) Business Days after the Second Tranche Closing Date, a DRS Statement reflecting the Pledged Shares purchased by Juvenescence at the First Tranche Closing Date, which DRS Statement shall not bear any restrictive or other legends except as may be required by applicable law and shall be freely tradable and transferable and without restriction on transfer or (ii) credit Juvenescence’s or its designee's account at DTC through its Deposit/Withdrawal at Custodian (DWAC) system, within two (2) Business Days after the Second Tranche Closing Date, with a number of shares of Common Stock equal to the number of Pledge Shares purchased by Juvenescence at the First Tranche Closing, which shall not bear any restrictive or other legends except as may be required by applicable law and shall be freely tradable and transferable and without restriction on transfer. (d) On or before the Second Tranche Closing Date, the Company shall deliver or cause to be delivered to Juvenescence the following: (i) the Incentive Warrant Agreement, in the form attached hereto as Exhibit D duly executed by the Company, and the 755,728 Incentive Warrants (as defined in Section 2.3) issued pursuant thereto. (e) On or before the Second Tranche Closing Date, Juvenescence shall deliver or cause to be delivered to the Company the Second Tranche Closing Price, paid in accordance with Section 2.2(a). (f) The obligations of the Company to sell and issue the Second Tranche Shares to Juvenescence at the Second Tranche Closing Date is subject to the fulfillment, to the Company's reasonable satisfaction, on or prior to the Second Tranche Closing Date, of each of the following conditions: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) when made and on the Second Tranche Closing Date of the representations and warranties of Juvenescence contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of Juvenescence required to be performed at or prior to the Second Tranche Closing Date shall have been performed; and (iii) the delivery by Juvenescence of the items set forth in Section 2.2(e). (g) The obligations of Juvenescence to purchase the Second Tranche Shares from the Company at the Second Tranche Closing Date is subject to the fulfillment, to Juvenescence’s reasonable satisfaction, on or before the Second Tranche Closing Date, of each of the following conditions: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) when made and on the Second Tranche Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of Company required to be performed at or before the Second Tranche Closing Date shall have been performed; and (iii) the delivery by the Company of the items set forth in Section 2.2(d) of this Agreement.
Appears in 2 contracts
Sources: Amendment to Side Letter (Serina Therapeutics, Inc.), Amendment to Side Letter (Serina Therapeutics, Inc.)
Second Tranche. (a) Juvenescence agrees to purchase, and the Company agrees to sell to Juvenescence, on or before 12:00 noon (Eastern Standard Time) on January 31, 2025 (the “Second Tranche Closing Date”), 500,000 shares of Common Stock (the “Second Tranche Shares”) at the purchase price of $10.00 per share for an aggregate amount of $5,000,000 (the “Second Tranche Purchase Price”). The Second Tranche Purchase Price shall be paid on or before the Second Tranche Closing Date in cash by wire transfer of immediately available funds to an account designated by the Company prior to the Second Tranche Closing Date.
(b) On the Second Tranche Closing Date, the Company shall deliver irrevocable instructions to its transfer agent and take all such other actions necessary to cause its transfer agent to issue and deliver to Juvenescence, within two (2) Business Days after the Second Tranche Closing Date, a DRS Statement reflecting the Second Tranche Shares purchased by Juvenescence at the Second Tranche Closing Date, which DRS Statement shall not bear any restrictive or other legends except as may be required by applicable law and shall be freely tradable and transferable and without restriction on transfer or (ii) credit Juvenescence’s or its designee's ’s account at DTC through its Deposit/Withdrawal at Custodian (DWAC) system, within two (2) Business Days after the Second Tranche Closing Date, with a number of shares of Common Stock equal to the number of Second Tranche Purchase Shares purchased by Juvenescence at the Second Tranche Closing Date, which shall not bear any restrictive or other legends and shall be freely tradable and transferable and without restriction on transfer.
(c) On the Second Tranche Closing Date, the Company shall cause the certificate representing the Pledged Shares held by the Company to be cancelled and shall deliver irrevocable instructions to its transfer agent and take all such other actions necessary to cause its transfer agent to issue and deliver to Juvenescence, within two (2) Business Days after the Second Tranche Closing Date, a DRS Statement reflecting the Pledged Shares purchased by Juvenescence at the First Tranche Closing Date, which DRS Statement shall not bear any restrictive or other legends except as may be required by applicable law and shall be freely tradable and transferable and without restriction on transfer or (ii) credit Juvenescence’s or its designee's ’s account at DTC through its Deposit/Withdrawal at Custodian (DWAC) system, within two (2) Business Days after the Second Tranche Closing Date, with a number of shares of Common Stock equal to the number of Pledge Shares purchased by Juvenescence at the First Tranche Closing, which shall not bear any restrictive or other legends except as may be required by applicable law and shall be freely tradable and transferable and without restriction on transfer.
(d) On or before the Second Tranche Closing Date, the Company shall deliver or cause to be delivered to Juvenescence the following:
(i) the Incentive Warrant Agreement, in the form attached hereto as Exhibit D duly executed by the Company, and the 755,728 Incentive Warrants (as defined in Section 2.3) issued pursuant thereto.
(e) On or before the Second Tranche Closing Date, Juvenescence shall deliver or cause to be delivered to the Company the Second Tranche Closing Price, paid in accordance with Section 2.2(a).
(f) The obligations of the Company to sell and issue the Second Tranche Shares to Juvenescence at the Second Tranche Closing Date is subject to the fulfillment, to the Company's ’s reasonable satisfaction, on or prior to the Second Tranche Closing Date, of each of the following conditions:
(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) when made and on the Second Tranche Closing Date of the representations and warranties of Juvenescence contained herein (unless as of a specific date therein in which case they shall be accurate as of such date);
(ii) all obligations, covenants and agreements of Juvenescence required to be performed at or prior to the Second Tranche Closing Date shall have been performed; and
(iii) the delivery by Juvenescence of the items set forth in Section 2.2(e).
(g) The obligations of Juvenescence to purchase the Second Tranche Shares from the Company at the Second Tranche Closing Date is subject to the fulfillment, to Juvenescence’s reasonable satisfaction, on or before the Second Tranche Closing Date, of each of the following conditions:
(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) when made and on the Second Tranche Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date);
(ii) all obligations, covenants and agreements of Company required to be performed at or before the Second Tranche Closing Date shall have been performed; and
(iii) the delivery by the Company of the items set forth in Section 2.2(d) of this Agreement.
Appears in 1 contract
Sources: Amendment to Side Letter (Serina Therapeutics, Inc.)
Second Tranche. (a) Juvenescence agrees On the 120th day after the effectiveness of the Resale Registration Statement covering the Purchased Shares purchased pursuant to Section 2.1 or such other date mutually agreed to by the Parties so long as such mutually agreeable date is after the 60th day following the effectiveness of such Resale Registration Statement, the Company shall deliver to PERM (i) a certificate in substantially the form attached hereto as Exhibit E (the “Subsequent Purchase Officer’s Certificate”) of an officer of the Company stating that the Company’s closing conditions applicable to the Closing of the Second Tranche in Section 6.1(c) have been satisfied (the “Second Tranche Bring Down Representation”) as of the Closing Date of the Second Tranche and (ii) its proposed business plan outlining the use of proceeds received from PERM pursuant to the Closing of the Second Tranche (the “Second Tranche Business Plan”). The Subsequent Purchase Officer’s Certificate and the Second Tranche Business Plan shall be accompanied by reasonable supporting documentation for the statements made therein.
(b) If the Subsequent Purchase Officer’s Certificate makes the Second Tranche Bring Down Representation, PERM shall have the right, with its Representatives and accountants, for 30 days from delivery of the Subsequent Purchase Officer’s Certificate, together with the accompanying supporting documentation, to review such items and, during such 30-day period, shall have reasonable access to the books, records and personnel of the Company for purposes of verifying the accuracy of the Second Tranche Bring Down Representation.
(c) If PERM believes that the Second Tranche Bring Down Representation is inaccurate and as a result does not wish to consummate the subsequent purchase, it shall, within the 30-day period provided in Section 2.2(b), deliver to the Company a written notice (a “Disagreement Notice”) setting forth, in reasonable detail, the reasons for its belief that the Second Tranche Bring Down Representation is inaccurate. PERM shall be deemed to have agreed that the Second Tranche Bring Down Representation is accurate (i) unless it has timely delivered to the Company a Disagreement Notice in accordance with the immediately preceding sentence and (ii) if it has timely so delivered a Disagreement Notice, except to the extent specified therein.
(d) If a Disagreement Notice is timely delivered to the Company, the Company and PERM shall use their good faith efforts to reach agreement on the disputed items or amounts in order to determine whether the Second Tranche Bring Down Representation is accurate. If the Company and PERM do not resolve all disputed items or amounts within 30 days after delivery of the Disagreement Notice, then the disputed items and amounts will be submitted for determination to a Neutral Arbitrator (the “Deciding Arbitrator”) selected and agreed to by PERM and the Company. If PERM and the Company cannot agree on the Deciding Arbitrator, then PERM and the Company shall each select a Neutral Arbitrator, and those two Neutral Arbitrators shall select the Deciding Arbitrator. The Company and PERM may submit to such Deciding Auditor any facts which they deem relevant to the determination. The Company and PERM will use their respective commercially reasonable efforts to cause such Deciding Arbitrator to deliver to the Company and PERM a written report stating its determination within 30 days after such disputed items and amounts are submitted to such Deciding Arbitrator for determination. The determination of such Deciding Arbitrator shall be final and binding upon the Company and PERM for all purposes and shall not be subject to challenge before any court of law or arbitration tribunal. The Company and PERM agree that judgment may be entered upon the determination of such Deciding Arbitrator in any court having jurisdiction over the party against which such determination is to be enforced. The fees and expenses of such Deciding Arbitrator shall be borne one-half by the Company and one-half by PERM. Any fees and expenses of the Company’s and PERM’s own independent public accountants or legal counsel incurred in connection with their review shall be borne by the party retaining such independent public accountants or legal counsel.
(e) If it is finally determined pursuant to this Section 2.2 that the Second Tranche Bring Down Representation is accurate and PERM approves the Second Tranche Business Plan in writing, then, on the fifth Business Day next following such determination and approval at the principal executive offices of the Company (or at such other time and place as the Company and PERM may agree), PERM will purchase, and the Company agrees to will issue and sell to JuvenescencePERM, on or before 12:00 noon (Eastern Standard Time) on January 31, 2025 (the “Second Tranche Closing Date”), 500,000 shares of Common Stock (the “Second Tranche Shares”) at the purchase price of $10.00 per share for an aggregate amount of $5,000,000 (the “Second Tranche Purchase Price”). The Second Tranche Purchase Price shall be paid on or before the Second Tranche Closing Date in cash by wire transfer of immediately available funds to an account designated by the Company prior to the Second Tranche Closing Date.
(b) On the Second Tranche Closing Date, the Company shall deliver irrevocable instructions to its transfer agent and take all such other actions necessary to cause its transfer agent to issue and deliver to Juvenescence, within two (2) Business Days after the Second Tranche Closing Date, a DRS Statement reflecting the Second Tranche Shares purchased by Juvenescence at the Second Tranche Closing Date, which DRS Statement shall not bear any restrictive or other legends except as may be required by applicable law and shall be freely tradable and transferable and without restriction on transfer or (ii) credit Juvenescence’s or its designee's account at DTC through its Deposit/Withdrawal at Custodian (DWAC) system, within two (2) Business Days after the Second Tranche Closing Date, with a number of shares of Common Stock equal to the number of Second Tranche Purchase Shares purchased by Juvenescence Share Amount, free and clear of all Liens, at the Second Tranche Closing Date, which shall not bear any restrictive or other legends and shall be freely tradable and transferable and without restriction on transfer.
(c) On the Second Tranche Closing Date, the Company shall cause the certificate representing the Pledged Shares held by the Company to be cancelled and shall deliver irrevocable instructions to its transfer agent and take all such other actions necessary to cause its transfer agent to issue and deliver to Juvenescence, within two (2) Business Days after the Second Tranche Closing Date, a DRS Statement reflecting the Pledged Shares purchased by Juvenescence at the First Tranche Closing Date, which DRS Statement shall not bear any restrictive or other legends except as may be required by applicable law and shall be freely tradable and transferable and without restriction on transfer or (ii) credit Juvenescence’s or its designee's account at DTC through its Deposit/Withdrawal at Custodian (DWAC) system, within two (2) Business Days after the Second Tranche Closing Date, with a number of shares of Common Stock per share price equal to the number of Pledge Shares purchased by Juvenescence at Common Stock Per Share Price (such purchase being the First Tranche Closing, which shall not bear any restrictive or other legends except as may be required by applicable law and shall be freely tradable and transferable and without restriction on transfer.
(d) On or before the “Second Tranche Closing Date, the Company shall deliver or cause to be delivered to Juvenescence the following:
(i) the Incentive Warrant Agreement, in the form attached hereto as Exhibit D duly executed by the Company, and the 755,728 Incentive Warrants (as defined in Section 2.3) issued pursuant thereto.
(e) On or before the Second Tranche Closing Date, Juvenescence shall deliver or cause to be delivered to the Company the Second Tranche Closing Price, paid in accordance with Section 2.2(aTranche”).
(f) The obligations Notwithstanding the provisions of this Section 2.2, the Company to sell Parties acknowledge and issue the Second Tranche Shares to Juvenescence at the Second Tranche Closing Date is subject to the fulfillment, to the Company's reasonable satisfaction, on or prior to the Second Tranche Closing Date, of each of the following conditions:
agree that (i) the accuracy purchase and sale of shares pursuant to Section 2.2(e) is intended to coincide with the Company’s approved use of proceeds from such sale as outlined in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) when made and on the Second Tranche Closing Date of the representations Business Plan and warranties of Juvenescence contained herein (unless as of a specific date therein in which case they shall be accurate as of such date);
(ii) all obligations, covenants and agreements the Company shall have five (5) Business Days from the Closing of Juvenescence required to be performed at or prior to the Second Tranche Closing Date shall have been performed; and
(iii) to use or deploy the delivery by Juvenescence of the items set forth in Section 2.2(e).
(g) The obligations of Juvenescence to purchase proceeds from the Second Tranche Shares from the Company at in accordance with the Second Tranche Closing Date is subject to Business Plan. In the fulfillmentevent the Company cannot, to Juvenescence’s reasonable satisfactionor believes it will not be able to, on use or before deploy the proceeds it receives from the Second Tranche Closing Datewithin such 5-day period, of each of the following conditions:
(i) the accuracy in all material respects (orCompany shall promptly notify PERM. Upon such notification, to the extent representations or warranties are qualified by materialityPERM, in all respects) when made and on its sole discretion, may elect to postpone the Closing of the Second Tranche Closing Date of the representations and warranties of until such time as the Company contained herein can comply with such 5-day requirement. If, after Closing the Second Tranche, the Company has not used or deployed the proceeds therefrom within five (unless as of a specific date therein in which case they shall be accurate as 5) Business Days of such date);
Closing, PERM, in its sole discretion, shall have the right (iibut not the obligation) all obligations, covenants and agreements to require the Company to return the money PERM paid for the shares of Company required to be performed at or before the Common Stock acquired in such Second Tranche Closing Date shall have been performed; and
(iii) the delivery by the Company to PERM in exchange for PERM’s return of the items set forth in Section 2.2(d) of this Agreementsuch shares.
Appears in 1 contract
Sources: Stock Purchase Agreement (Rock Energy Resources, Inc.)
Second Tranche. If, within thirty (a30) Juvenescence agrees to purchase, and calendar days after the Company agrees to sell to Juvenescence, on or before 12:00 noon (Eastern Standard Time) on January 31, 2025 date of this Agreement (the “Second Tranche Closing DateCondition Period”), 500,000 shares (i) an Event of Default (as defined in the Note) has not occurred under the Note, (ii) no event has occurred that, with the passage of time, would be an Event of Default (as defined in the Note) under the Note, (iii) the Common Stock is listed for trading on the Nasdaq Capital Market, (iv) the Company is in compliance with all of the listing standards of Nasdaq Capital Market, (v) the Company has not received any delisting or deficiency notice from Nasdaq Capital Market that remains uncured (for the avoidance of doubt, any cure period or grace period granted by Nasdaq shall be irrelevant for purposes of satisfying this condition since the deficiency must be fully cured), (vi) a registration statement under the 1933 Act covering the Holder’s resale at prevailing market prices of all of the June 2024 Securities issued and to be issued in connection with the Transaction Documents, Second Tranche Transaction Documents, and Third Tranche Transaction Documents shall have been filed by the Company with the SEC, (vii) the Common Stock shall not have traded at a price per share of less than the then applicable Floor Price (as defined in the Note) for a period of fifteen (15) consecutive calendar days after the date of this Agreement, and (viii) the Company has not breached any covenant, agreement, or other term or condition contained in the Transaction Documents (all of the aforementioned conditions in (i) through (viii) of this sentence are referred to herein as the “Second Tranche Funding Conditions”), then, at the Company’s option, which may be exercised by giving written notice to the Buyer within the Second Tranche Condition Period so long the Second Tranche Funding Conditions are satisfied (the “Second Tranche SharesFunding Notice”) at ), the Buyer shall fund the second tranche purchase price of $10.00 per share for an aggregate amount of $5,000,000 specified on the Buyer’s signature page hereto (the “Second Tranche) under the same terms and conditions as the Transaction Documents (the “Second Tranche Purchase PriceTransaction Documents”) within seven (7) calendar days after the Buyer’s receipt of the Second Tranche Funding Notice (the “Second Tranche Funding Period”). The Second Tranche Purchase Price shall be paid on or before For the avoidance of doubt, the Second Tranche Closing Date in cash by wire transfer of immediately available funds Funding Conditions must continue to an account designated by the Company prior to be satisfied during the Second Tranche Closing Date.
(b) On Funding Period. The closing of the Second Tranche Closing Date, shall remain subject to the Company shall deliver irrevocable instructions to its transfer agent satisfaction of all of the other closing conditions and take all such other actions necessary to cause its transfer agent to issue and deliver to Juvenescence, within two (2) Business Days after deliverables contained in each of the Second Tranche Closing Date, a DRS Statement reflecting the Second Tranche Shares purchased by Juvenescence at the Second Tranche Closing Date, which DRS Statement shall not bear any restrictive or other legends except as may be required by applicable law and shall be freely tradable and transferable and without restriction on transfer or (ii) credit Juvenescence’s or its designee's account at DTC through its Deposit/Withdrawal at Custodian (DWAC) system, within two (2) Business Days after the Second Tranche Closing Date, with a number of shares of Common Stock equal to the number of Second Tranche Purchase Shares purchased by Juvenescence at the Second Tranche Closing Date, which shall not bear any restrictive or other legends and shall be freely tradable and transferable and without restriction on transfer.
(c) On the Second Tranche Closing Date, the Company shall cause the certificate representing the Pledged Shares held by the Company to be cancelled and shall deliver irrevocable instructions to its transfer agent and take all such other actions necessary to cause its transfer agent to issue and deliver to Juvenescence, within two (2) Business Days after the Second Tranche Closing Date, a DRS Statement reflecting the Pledged Shares purchased by Juvenescence at the First Tranche Closing Date, which DRS Statement shall not bear any restrictive or other legends except as may be required by applicable law and shall be freely tradable and transferable and without restriction on transfer or (ii) credit Juvenescence’s or its designee's account at DTC through its Deposit/Withdrawal at Custodian (DWAC) system, within two (2) Business Days after the Second Tranche Closing Date, with a number of shares of Common Stock equal to the number of Pledge Shares purchased by Juvenescence at the First Tranche Closing, which shall not bear any restrictive or other legends except as may be required by applicable law and shall be freely tradable and transferable and without restriction on transfer.
(d) On or before the Second Tranche Closing Date, the Company shall deliver or cause to be delivered to Juvenescence the following:
(i) the Incentive Warrant Agreement, in the form attached hereto as Exhibit D duly executed by the Company, and the 755,728 Incentive Warrants (as defined in Section 2.3) issued pursuant thereto.
(e) On or before the Second Tranche Closing Date, Juvenescence shall deliver or cause Transaction Documents to be delivered to the Company Buyer with respect to the Second Tranche Closing PriceTranche. Accordingly, paid in accordance with Section 2.2(a).
(f) The obligations and for the avoidance of doubt, the Company must provide signed copies of all of the Company to sell and issue the applicable Second Tranche Shares to Juvenescence at the Second Tranche Closing Date is subject to the fulfillment, to the Company's reasonable satisfaction, on or prior Transaction Documents with respect to the Second Tranche Closing Date, of each of the following conditions:
(i) the accuracy in and all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) when made and on other closing deliverables within the Second Tranche Closing Date Funding Period as a condition of closing of the representations and warranties Second Tranche. For the avoidance of Juvenescence contained herein (unless as of a specific date therein in which case they shall be accurate as of such date);
(ii) all obligationsdoubt, covenants and agreements of Juvenescence required to be performed at or prior to the Second Tranche Closing Date shall have been performed; and
(iii) the delivery by Juvenescence is part of the items set forth in Section 2.2(e)June 2024 Offering.
(g) The obligations of Juvenescence to purchase the Second Tranche Shares from the Company at the Second Tranche Closing Date is subject to the fulfillment, to Juvenescence’s reasonable satisfaction, on or before the Second Tranche Closing Date, of each of the following conditions:
(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) when made and on the Second Tranche Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date);
(ii) all obligations, covenants and agreements of Company required to be performed at or before the Second Tranche Closing Date shall have been performed; and
(iii) the delivery by the Company of the items set forth in Section 2.2(d) of this Agreement.
Appears in 1 contract
Sources: Securities Purchase Agreement (Lytus Technologies Holdings PTV. Ltd.)