NaturalShrimp Inc (SHMP)

[Rose101]

ARTICLE II. PURCHASE AND SALE

2.1 (a) Closing. 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 the Purchaser agrees to purchase,
One Thousand Five Hundred (1,500) shares of Preferred Stock (the “Purchased Shares”) at price of $1,000 per share of Preferred Stock

and a Warrant to purchase up to One Million Five Hundred Thousand (1,500,000) shares of Common Stock. .........

(b) Deliveries.

(ii) the Purchased Shares, which shall be delivered electronically to Purchaser per instructions provided to the Company by the Purchaser;

(iii) a Warrant registered in the name of such Purchaser to purchase up to One Million Five Hundred Thousand (1,500,000) shares of Common Stock, with an exercise price equal to $0.75, subject to adjustment therein; and

(iv)
an irrevocable letter of instruction to the Company's Transfer Agent, instructing the Transfer Agent to maintain for the benefit of the Purchaser, Fourteen Million Two Hundred Eighty-Five Thousand Seven Hundred Fourteen (14,285,714) shares of its Common Stock and at all times thereafter two times (2x) the number of shares of Common Stock issuable upon conversion of the Purchased Shares plus two times (2x) the number of shares of Common Stock issuable upon exercise of the Warrant held by the Purchaser.

(b) On or prior to the Closing Date, the Purchaser shall deliver or cause to be delivered to the Company, as applicable, the following:

(i) this Agreement duly executed by the Purchaser; and

(ii)

the Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the Company together with the subscription form attached as an Exhibit below.

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