475k for 250,000 PRE SPLIT Shares
or 475k for 16,666 shares!!!!
2.1 Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each Purchaser, severally and not jointly, agrees to purchase, one or more Notes in the aggregate principal amount of $500,000 for an aggregate purchase price of $475,000, which includes a 5% original issue discount. In addition, in consideration for the Purchaser’s execution and delivery of this Agreement, the Company shall issue to the Purchasers an aggregate of 250,000 pre-reverse split shares of Common Stock 1 (collectively, the “Commitment Shares”) on the Closing Date. Each Purchaser shall deliver to the Company, via wire transfer, immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser its respective Note and Commitment Shares, and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of Robinson Brog or such other location as the parties shall mutually agree.
1The Company effectuated a one-for-15 reverse split of the shares of its Common Stock at the close of business on February 1, 2019. Accordingly, for the avoidance of doubt, the post-reverse split number of Commitment Shares shall become 16,667 and the number of post-reverse split shares referenced in Section 4.19 shall become 8,606.