The Purchase Agreement This Agreement has been duly authorized, executed and delivered by the Company and the Guarantors. Stock Purchase Agreement Each Lender understands and agrees that the conversion of the Notes into and exercise of the Warrants for Conversion Shares may require such Lender’s execution of certain agreements in the form agreed to by investors in the Next Equity Financing relating to the purchase and sale of such securities as well as registration, co-sale, rights of first refusal, rights of first offer and voting rights, if any, relating to such securities. Related to Memorandum of Purchase AgreementĮxecution of Purchase Agreement FURTHER RESOLVED, that the Corporation be and it hereby is authorized to execute the Purchase Agreement providing for the purchase of up to Ten Million Dollars ($10,000,000) of the Corporation’s common stock and The provisions of this Paragraph 34 shall survive Closing and/or termination of this Agreement. In the event Purchaser fails to do so, Purchaser shall indemnify and defend Seller from all loss, claim, damage, or expense arising out of Purchaser’s failure to do so. Within five (5) days after termination of this Agreement or Closing, Purchaser shall cause an instrument to be recorded to release such Memorandum of Purchase Agreement of record. Such Memorandum of Purchase Agreement may only be recorded after the date which is the later of (a) the date forty-five (45) days after the date hereof, or (b) the date Purchaser delivers to Title Company the initial Letter of Credit set forth in Paragraph 30 hereof. Memorandum of Purchase Agreement. Purchaser and Seller shall sign, upon execution hereof, the Memorandum of Purchase Agreement in the form attached hereto as Exhibit F, to be held by Title Company pursuant to the provisions hereof, which shall at Purchaser’s request to Title Company, and at Purchaser’s expense be recorded by Title Company at the Office of the County Recorder or Registrar of Titles, as applicable, in Hennepin County, Minnesota.
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