Exhibit 10.1
PROMISSORY NOTE PURCHASE AGREEMENT
THIS PROMISSORY NOTE PURCHASE AGREEMENT (this "Agreement") is made effective as
of March ___, 2010, by and among Gabriel Technologies Corporation, a Delaware
corporation (the "Company"), and the investor(s) listed on the Schedule of
Investors attached hereto (each an "Investor", and collectively the
"Investors").
WHEREAS, the Company desires to raise capital in the amount of approximately Two
Million Five Hundred Thousand Dollars ($2,500,000.00) pursuant to this Agreement
(the "Loan");
WHEREAS, the Investors desire to purchase, and the Company desires to sell to
each initial Investor (each an "Investor") who desires to participate in the
Closing (as defined below), a Promissory Note in the form attached hereto as
Exhibit "A" (with all such Promissory Notes issued in the Closing, as defined
below, referred to herein as the "Notes") in the principal amount set forth
opposite such Investor's name on either Schedule "A-1" or "A-2", depending on
whether the Investor is an Option 1 or an Option 2 Investor, and cumulatively on
Schedule "A-3"), upon the terms and conditions set forth in this Agreement;
WHEREAS, the Company desires to offer and sell Notes to the Investors that elect
to participate in the Loan, each of whom will be an Investor pursuant to this
Agreement;
NOW, THEREFORE, in consideration of the foregoing promises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and the Investors hereby agree as follows:
1. Purchase and Sale of Notes; Closing.
1.1 Sale and Issuance of Notes to Investors at Closing. Subject to the terms and
conditions of this Agreement, the purchase and sale of the Notes, in the
aggregate minimum principal amount of not less than $1,000,000.00 and not
greater than $2,500,000.00, (Schedule "A-3" "Cumulative Schedule of Investors",
constitutes the cumulative list of the Schedule "A-1" and "A-2" Investors),
shall take place at the principal office of the Company (the "Closing
Location"), at 3:00 p.m., Central Standard Time, on February 23, 2010, or such
other date and time as may be mutually acceptable to the Company and the
Investors (which time and place are designated as the "Closing"). At the
Closing, the Company shall deliver to each Investor the original Note that such
Investor is purchasing pursuant to this Agreement at the Closing upon
confirmation of receipt of payment of the purchase price therefore, which
purchase price shall equal the principal amount of the Note purchased (the
"Purchase Price") and shall be paid in cash by each Initial Investor by wire
transfer to the Company, pursuant to the instructions attached hereto as Exhibit
"B". Each Investor shall be subject to the covenants set forth in Section 1.4
below and as otherwise stated in this Agreement.
1
1.2
Investment Commitment.
Each Initial Investor hereby commits and is
committed to such amounts as set forth in Schedule "A-3" under "Total Investment
Amount".
Each Investor, at his election prior to the Initial Closing shall
determine on Schedule "A-1" or Schedule "A-2", whether such "Total Investment