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“Optional Redemption” has the meaning ascribed to such term in Section 6 of the Note, and applies solely to the Company’s right to redeem all or a portion of the Notes, topic to the procedure and timeframes set forth in Sections 6, and therein, and to the provisions of Schedule 6 to the Notes, including the Holder’s right to convert for 72 hours following receipt of the Company’s Optional Redemption Notice. The Company has no such right of redemption for the Warrants or Warrants Shares. “Lien” means any lien mortgage, pledge, hypothecation, assignment, safety curiosity, encumbrance, cost, declare, right of first refusal, preemptive proper, restriction on transfer or comparable restriction or other security association of any sort or nature whatsoever, together with any conditional sale or different title retention agreement and any capital or financing lease having substantially the same economic impact as any of the foregoing. hereafter manufactured; all accounting data and all media by which or on which any data or data or data or records may be recorded or saved and all pc packages used for the compilation or printout of such information, information, information or data; all functions for any of the foregoing and all causes of motion, claims and warranties, in each case, now or hereafter owned or acquired in respect of any item listed above. “Governmental Authority” means any nation, sovereign or government, any state, province, territory or other political subdivision thereof, any municipality, any company, authority or instrumentality thereof and any entity or authority exercising executive, legislative, taxing, judicial, regulatory or administrative capabilities of or pertaining to authorities, and any corporation or different entity owned or managed, by way of stock or capital ownership or otherwise, by any of the foregoing, including any central bank stock change regulatory physique arbitrator, public sector entity, supra- nationwide entity and any self- regulatory organization . “Columbia Bank” means the Senior Lender to which the rights and obligations of the events hereunder are second and subordinated to .

As a situation of switch, any such transferee shall agree in writing to be certain by the terms of this Agreement and shall have the rights and obligations of a Purchaser underneath this Agreement. Each Company Party acknowledges and agrees that the representations and warranties of each Purchaser set forth in Section three.1 shall not modify, amend or have an effect on any Purchaser’s right to depend on the representations and warranties of any Company Party contained on this Agreement or in another Transaction Document or another doc or instrument executed and/or delivered in reference to this Agreement or the consummation of the transaction contemplated hereby. Such Purchaser is buying the Securities hereunder within the odd course of its business. As of the Closing Date, aside from Indebtedness in favor of Columbia Bank, no Indebtedness or different claim against any Company Party is senior in proper of payment to the Notes or the obligations due thereunder or their guaranties, whether or not with respect to interest or upon liquidation or dissolution, or in any other case, aside from indebtedness secured by buy money security pursuits and capital lease obligations . BF Borgers and previous to that, Tama Budaj and Raab (the “Accountants”) are and have been all through the periods coated by the Financial Statements and thru the date hereof a registered public accounting agency (as defined in Section 2 of the Sarbanes-Oxley Act of 2002), “impartial” with respect to the Company throughout the meaning of Regulation S-X and in compliance with subsections by way of of Section 10A of the Exchange Act and the related guidelines of the SEC and the Public Company Accounting Oversight Board.

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The Company Parties conform to take such further actions as every Purchaser shall reasonably request from time to time in connection herewith to proof, give effect to or perform this Agreement and the opposite Transaction Documents and any of the transactions contemplated hereby or thereby. of any Note, such Purchaser shall be required to return any shares of Common Stock topic https://www.autobreakingnews.com/2019/11/astrologer-reveals-how-mercury-retrograde-could-improve-your-love-life-as-she-urges-people-to-embrace-their-inner-diva-and-exper/ to any such rescinded conversion notice. discover, request or demand is actually received by the person to whose consideration at the noticed celebration such notice, request or demand is required to be sent.

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All notices, requests, demands, and other communications to either party hereto or given beneath any Transaction Document shall be in writing and shall be given to such party on the physical tackle or ship to the electronic mailing address set forth in the signature pages hereof or at such other bodily tackle or digital mailing tackle as such party may hereafter specify for the purpose of notice to the Purchasers and the Company in accordance with the provisions of this Section 5.4. This Agreement could also be executed in counterparts and by totally different events on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and each of which, when taken collectively, shall constitute however one and the identical Agreement.

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During the Company’s most up-to-date fiscal year and the next interim periods, there have been no disagreements with the Accountants on any matter of accounting ideas https://bestadulthookup.com/marital-affair-review/ or practices, monetary assertion disclosure, or auditing scope or procedures. None of the reportable occasions listed in Item 304 or of Regulation S-K occurred with respect to the Company.

The transaction paperwork associated to any Subsequent Financing relevant to any Purchaser taking part in such Subsequent Financing shall not embody any term or provision whereby such Purchaser shall be required to conform to any restrictions on trading as to any of the Securities bought hereunder. In addition, the transaction paperwork associated to the Subsequent Financing shall not embrace any requirement to consent to any amendment to or termination of, or grant any waiver, release or other modification or the like under or in connection with, this Agreement, with out the prior written consent of the number of Purchasers required hereunder to consent to this modification, termination, waiver, consent, release or other modification. IV.4Integration. The Company shall not sell, offer for sale or solicit provides to purchase or in any other case negotiate in respect of any safety that would be integrated with the provide or sale of the Securities in a way that might require the registration beneath the Securities Act of the sale of the Securities or that would be built-in with the offer or sale of the Securities for purposes of the foundations and laws of any Trading Market such that it will require shareholder approval previous to the closing of such different transaction unless shareholder approval is obtained earlier than the closing of such subsequent transaction. Nothing herein shall limit such Purchaser’s right to pursue precise damages for the Company’s failure to deliver certificates representing any Securities as required by the Transaction Documents, and every Purchaser shall have, severally and not collectively, the best to pursue all cures obtainable to it at law or in equity together with a decree of particular performance and/or injunctive aid. The Securities may only be disposed of in compliance with state and federal securities legal guidelines.

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As security for the mortgage, Yasuda received a mortgage on five parcels of property owned by Hakubotan, including junior mortgages on the two parcels Hakubotan was buying from Camacho. On April 2, Hakubotan executed a promissory observe in favor of Camacho for $1,495,000, secured by senior mortgages on the two parcels. Defendants Furusawa Investment Corporation, Julale Investment Corporation, and Yasuda Shoji KK attraction from the choice of the Appellate Division of the United States District Court for the District of Guam affirming the judgment of the Superior Court of Guam in favor of plaintiff Guam Hakubotan, Inc. (“Hakubotan”). Hakubotan had procured a loan from Yasuda, secured by a mortgage on real property, and subsequently obtained a six-month mortgage extension. Pursuant to the loan extension agreement, Hakubotan executed a guaranty deed in favor of Yasuda’s designee, Furusawa Investment, which was approved to report the deed if Hakubotan defaulted in the course of the extension interval. Hakubotan defaulted, and Furusawa Investment recorded the deed. Hakubotan then brought the current action, claiming that the deed was truly a disguised mortgage and must be voided under Guam Civ.Code § 2889, which prohibits “contracts in restraint of the proper of redemption from a lien.” The superior court entered judgment for Hakubotan, and the appellate division affirmed.

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“Capital Stock” means all shares of capital inventory , equity interests, useful, partnership or membership pursuits, three way partnership interests, participations or other ownership or revenue pursuits in or equivalents of or in a Person , whether voting or non-voting. The foregoing descriptions of the Securities Purchase Agreement, Note, Warrant, Registration Rights Agreement, Security Agreement, and Guaranty herein are certified by the terms of the total text of the respective agreements hooked up hereto as Exhibit 10.1 and the terms thereof are integrated herein by reference. The Warrants to Purchase Common Stock (the “Warrants”) to be issued to the Purchasers have an train value of $zero.002 (the “Exercise Price”), and such Purchasers may exercise the Warrants for a interval of Five Years, till the Expiration Date, and within the manner set forth therein, which features a Cashless Exercise provision, topic to every Purchaser’s beneficial possession limitation of as much as 9.ninety nine% of the total issued and excellent shares of Common Stock of the Company. The Warrants aren’t redeemable by the Company. The Convertible Secured Subordinated Promissory Notes (the “Notes”) to be issued to the Purchasers every have a One Year term, with a Maturity Date of February 11, 2022, and bear curiosity at 10%, which is to be paid to the Holders quarterly.