Exhibit 10.72

iSign Solutions Inc.

Note and Warrant Purchase Agreement

Dated as of

____________ , 2016

TABLE OF CONTENTS

iSign Solutions Inc.

Note and Warrant Purchase Agreement

This Note Purchase Agreement (the “ Agreement ”) is dated as of            , 2016, by and among iSign Solutions Inc ., a Delaware corporation (the “ Company ”), and the purchasers listed on Schedule A attached hereto, each of which is herein referred to as an “ Initial Purchaser ” and the purchasers listed from time to time on Schedule B attached hereto, each of which is herein referred to as an “ Additional Purchaser ” and, collectively, as the “ Purchasers ”).

W I T N E S S E T H:

WHEREAS, subject to the terms and conditions set forth herein, the Company desires to issue and sell to each Initial Purchaser on the Initial Closing Date (as defined below) (i) an unsecured convertible promissory note (each an “ Initial Closing Note ” and, collectively, the “ Initial Closing Notes ”) and (ii) a warrant (each an “ Initial Closing Warrant, ” and, collectively, the “ Initial Closing Warrants ”) to purchase such number of shares of Common Stock of the Company as determined by dividing (x) 50% of the aggregate principal amount of the Initial Closing Note purchased by such Initial Purchaser, by (y) the exercise price of $1.625 per share (the “ Warrant Exercise Price ”), and the Initial Purchasers desire to purchase the Initial Closing Notes and the Initial Closing Warrants from the Company on the terms and conditions set forth herein; provided , however , that the aggregate original principal amount of Initial Closing Notes issued and sold at the Initial Closing shall not be less than

$500,000;

WHEREAS, subject to the terms and conditions set forth herein, the Company desires to issue and sell to each Additional Purchaser on the applicable Subsequent Closing Date (as defined below) (i) an unsecured convertible promissory note (each, an “ Additional Note ” and, collectively, the “ Additional Notes ” and, together with the Initial Closing Notes, the “ Notes ”) and (ii) a warrant (each an “ Additional Warrant, ” and, collectively, the “ Additional Warrants ” and, together with the Initial Closing Warrants, the “ Warrants ”) to purchase such number of shares of Common Stock of the Company as determined by dividing (x) 50% of the aggregate principal amount of the Additional Note purchased by such Additional Purchaser, by (y) the Warrant Exercise Price, and the Additional Purchasers desire to purchase such Additional Notes and Additional Warrants from the Company on the terms and conditions set forth herein; provided , however , that the aggregate original principal amount of Notes that the Company may sell pursuant to this Agreement shall not be more than $2,000,000; and

WHEREAS, the board of directors of the Company (the “ Board ”) and the special committee of the Board (the “ Special Committee ”) have approved the execution and delivery of this Agreement, the Notes and all ancillary agreements related hereto, and the transactions contemplated hereby.

NOW, THEREFORE, in consideration of the premises and agreements contained in this Agreement, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, THE PARTIES HEREBY AGREE AS FOLLOWS:

1.            Purchase and Sale of the Notes and Warrants.

1.1          Authorization of Issuance of the Notes and Warrants.

(a)          Subject to the terms and conditions of this Agreement, on or prior to the Initial Closing Date, the Company shall have authorized the issuance and sale to the Initial Purchasers of (a) the Initial Closing Notes in the form attached hereto as Exhibit A and (b) the Initial Closing Warrants in the form attached hereto as Exhibit B .

(b)          Subject to the terms and conditions of this Agreement, on or prior to any Subsequent Closing Date, the Company shall have authorized the issuance and sale to the Additional Purchasers of (a) all Additional Notes to be issued at any Subsequent Closing (as defined below) in the form attached hereto as Exhibit A and (b) all Additional Warrants to be issued at any Subsequent Closing in the form attached hereto as Exhibit B .

1.2           Purchase and Sale of the Initial Closing Notes and Initial Closing Warrants . Subject to the terms and conditions of this Agreement, each Initial Purchaser, severally and not jointly, hereby agrees to purchase at the Initial Closing (as defined below), and the Company hereby agrees to issue and sell to such Initial Purchaser at the Initial Closing, (i) an Initial Closing Note, dated as of the date of the Initial Closing Date, in the aggregate original principal amount equal to the dollar amount set forth opposite such Initial Purchaser’s name under the heading “Initial Closing Principal Amount” on Schedule A hereto and (ii) an Initial Closing Warrant to purchase shares of Common Stock of the Company as set forth opposite such Initial Purchaser’s name under the heading “Initial Closing Warrant Shares” on Schedule A hereto, in exchange for cash (or such other consideration permitted by Section 1.6) in the amount set forth opposite such Initial Purchaser’s name under the heading “Initial Closing Principal Amount” on Schedule A .

1.3           Purchase and Sale of Additional Notes and Additional Warrants . At any time and from time to time, one or more Additional Purchasers may purchase at one or more Subsequent Closings, Additional Notes and Additional Warrants, the aggregate purchase price of which, together with the aggregate purchase price of the Initial Closing Notes and the Initial Closing Warrants, shall not exceed $2,000,000. Subject to the terms and conditions of this Agreement, each Additional Purchaser, severally and not jointly, hereby agrees to purchase at the applicable Subsequent Closing, and the Company hereby agrees to issue and sell to such Additional Purchaser at the applicable Subsequent Closing, (i) an Additional Note, dated as of the date of the applicable Subsequent Closing Date, in the aggregate original principal amount equal to the dollar amount set forth opposite such Additional Purchaser’s name under the heading “Subsequent Closing Principal Amount” on Schedule B hereto and (ii) and Additional Warrant to purchase shares of Common Stock of the Company as set forth opposite such Additional Purchaser’s name under the heading “Subsequent Closing Warrant Shares” on Schedule B hereto, in exchange for cash in the amount set forth opposite such Additional Purchaser’s name under the heading “Subsequent Closing Principal Amount” on Schedule B. Schedule B attached hereto shall be amended from time to time concurrent with each Subsequent Closing to include the names of the Additional Purchasers purchasing Additional Notes and Additional Warrants at such Subsequent Closing, as well as the purchase price of the Additional Notes and Additional Warrants.

1.4           Use of Proceeds . The Company agrees to use the net proceeds from the sale and issuance of the Notes and Warrants pursuant to this Agreement for working capital and general corporate purposes.

1.5           Initial Closing . The purchase and sale of the Initial Closing Notes and Initial Closing Warrants will take place at the offices of Pillsbury Winthrop Shaw Pittman LLP, 1540 Broadway, New York, New York 10036 on the date hereof, or at such other time and place the Company and a majority-in-interest of the Initial Purchasers shall mutually agree, either orally or in writing (which time and place are designated as the “ Initial Closing ”). The date of the Initial Closing is referred to herein as the “ Initial Closing Date .”

1.6           Delivery . At the Initial Closing, the Company will deliver to each Initial Purchaser (a) an Initial Closing Note in the aggregate original principal amount equal to the dollar amount set forth opposite such Initial Purchaser’s name under the heading “Initial Closing Principal Amount” on Schedule A attached hereto, (b) an Initial Closing Warrant to purchase shares of Commons Stock of the Company as set forth opposite such Initial Purchaser’s name under the heading “Initial Closing Warrant Shares” on Schedule A attached hereto and (c) this Agreement, executed by the Company and the Initial Purchasers. At the Initial Closing, each Initial Purchaser shall deliver to the Company the amount set forth opposite such Initial Purchaser’s name under the heading “Initial Closing Principal Amount” on Schedule A hereto by any combination of (i) bank check, (ii) personal check, (iii) wire transfer of immediately available funds to such account as the Company designates or (iv) if applicable, surrender to the Company for exchange on a dollar for dollar, principal amount for principal amount basis, in whole but not in part, one or more unsecured demand promissory notes of the Company previously issued (and outstanding immediately prior to giving effect to the Initial Closing) (the “ Existing Notes ”), and this Agreement, executed by such Initial Purchaser. Each Initial Purchaser surrendering an Existing Note pursuant hereto (a) shall receive cash for accrued and unpaid interest on the principal amount of the Existing Note as of the Initial Closing Date and (b) hereby acknowledges and agrees that, notwithstanding any provisions of the Existing Note, the Existing Note tendered to the Company for exchange is automatically cancelled as of the Initial Closing Date.

1.7           Subsequent Closings . Subsequent Closings shall take place at the offices of Pillsbury Winthrop Shaw Pittman LLP, 1540 Broadway, New York, New York 10036, on such date and at such time as the Company shall determine (each, a “ Subsequent Closing ” and, collectively, the “ Subsequent Closings ” and, together with the Initial Closing, individually, a “ Closing ” and, collectively, the “ Closings ”). The date of each applicable Subsequent Closing is referred to herein as a “ Subsequent Closing Date .” At each Subsequent Closing, the Company shall deliver to each Additional Purchaser (a) an Additional Note, dated as of such applicable Subsequent Closing Date, in an aggregate original principal amount equal to the dollar amount set forth opposite such Additional Purchaser’s name under the heading “Subsequent Closing Principal Amount” on Schedule B hereto, (b) an Additional Warrant to purchase shares of Common Stock of the Company as set forth opposite such Additional Purchaser’s name under the heading “Subsequent Closing Warrant Shares” on Schedule B attached hereto and (c) this Agreement, executed by the Company and the Additional Purchasers. The Company shall update Schedule B from time to time as necessary upon each Subsequent Closing. At each Subsequent Closing, each Additional Purchaser shall deliver to the Company the amount set forth opposite such Additional Purchaser’s name under the heading “Subsequent Closing Principal Amount” on Schedule B hereto, by any combination of (i) bank check, (ii) personal check or (iii) wire transfer of immediately available funds to such account as the Company designates.

2.             Representations and Warranties of the Company . The Company hereby represents and warrants to the each Purchaser as of the Initial Closing Date and in the case of any Additional Purchasers as of such Subsequent Closing Date as follows:

2.1          Organization, Standing and Power . The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as contemplated to be conducted. The Company is duly qualified to transact business as a foreign corporation and is in good standing in any jurisdiction in which the failure to do so would have a material adverse effect on its business, properties, prospects or condition (financial or otherwise).

2.2          Certificate of Incorporation and Bylaws . The Company has made available to such Purchaser true, correct, and complete copies of the certificate of incorporation of the Company as in effect on the date of this Agreement (the “ Certificate of Incorporation ”) and the Company’s bylaws as in effect on the date of this Agreement (the “ Bylaws ”).

2.3          Power; Authority and Enforceability . The Company has all requisite corporate power and authority to execute and deliver this Agreement, the Notes and the Warrants (each, a “ Transaction Document ” and, collectively, the “ Transaction Documents ”) and to perform fully its obligations hereunder and thereunder. The Company has all requisite corporate power and authority to issue and sell the Notes and the Warrants to the Purchasers hereunder. The execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of the Company. The Transaction Documents have been duly executed and delivered by the Company and constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity, regardless of whether enforceability is considered in a proceeding at law or in equity.

2.4           Capitalization .

(a)          Immediately prior to the date hereof, the Company is authorized to issue 2,045,000,000 shares of capital stock of which (i) 2,000,000,000 are designated as Common Stock, of which [5,498,246] shares are issued and outstanding and (ii) 45,000,000 are designated as Preferred Stock, of which (A) 2,000,000 are designated as Series A-1 Cumulative Convertible Preferred Stock of the Company of which none are issued and outstanding, (B) 14,000,000 of which are designated as Series B Participating Convertible Preferred Stock of which none are issued and outstanding, (C) 10,000,000 of which are designated as Series C Participating Convertible Preferred Stock of which none are issued and outstanding, (D) 10,000,000 of which are designated as Series D-1 Convertible Preferred Stock of which none are issued and outstanding and (E) 9,000,000 of which are designated as Series D-2 Convertible Preferred Stock of which none are issued and outstanding. Immediately prior to the date of this Agreement, 3,200 shares of Common Stock are reserved for issuance under the Company’s 1999 Stock Option Plan, under which no shares are subject to outstanding options and no further grants will be made; 5,600 shares of Common Stock are reserved for issuance under the Company’s 2009 Stock Compensation Plan, under which 100 shares are subject to outstanding awards and 5,334 shares are available for grant; 120,000 shares of Common Stock are reserved for issuance under the Company’s 2011 Stock Compensation Plan, under which 71,427 shares are subject to outstanding awards and 48,523 shares are available for grant; and no shares are subject to outstanding non-plan awards. An aggregate of 1,755,559 shares of Common Stock are reserved for issuance upon the exercise of warrants and other convertible securities outstanding on the date hereof. Immediately prior to the date of this Agreement, the Company has no other shares of capital stock authorized, issued, outstanding or reserved.

(b)         As of the date hereof (and after giving effect to the conversion or exchange of the Existing Notes on the Initial Closing Date), other than as set forth in Section 2.4(a) or the Notes issued under this Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exercisable or exchangeable for, any shares of capital stock of the Company, or arrangements by which the Company is or may become bound to issue additional shares of capital stock, nor are any such issuances or arrangements contemplated; (ii) the Company has no obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any of its equity securities or any interests therein or to pay any dividend or make any distribution in respect thereof; and (iii) the Company has not reserved any shares of capital stock for issuance pursuant to any stock option plan or similar arrangement.

2.5          Authorization; Consents . The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents, the sale, issuance and delivery of the Notes and Warrants, and the performance of all of the obligations of the Company under this Agreement and each of the other Transaction Documents have been authorized by the Company’s Board and the Special Committee, and no other corporate action on the part of the Company and no other corporate or other approval or authorization is required on the part of the Company or any other individual, corporation, limited liability company, partnership, trust, incorporated or unincorporated organization, joint venture, joint stock company, or a government or any agency or political subdivision thereof or other entity of any kind (each a “ Person ”), by Law or otherwise, in order to make this Agreement and the other Transaction Documents the valid, binding and enforceable obligations (subject to (i) Laws of general application relating to bankruptcy, insolvency, and the relief of debtors, and (ii) rules of Law governing specific performance, injunctive relief, or other equitable remedies) of the Company, as the case may be. “ Law ” shall mean any foreign, federal, state or local law, statute, rule, regulation, ordinance, code, directive, writ, injunction, decree, judgment or order applicable to the Company.

2.6          Absence of Conflicts . The Company is not in violation of or default under any provision of its Certificate of Incorporation or its Bylaws. The execution, delivery, and performance of, and compliance with the Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, have not and will not:

(a)         violate, conflict with or result in a breach of any provision of or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, any of the terms, conditions or provisions of the Company’s Certificate of Incorporation or its Bylaws or any Material Contract (as defined below); or

(b)          violate any Law of any court or federal, state, county or local government or any other governmental, regulatory or administrative agency or authority which is applicable to the Company or any of its assets, properties or businesses.

“ Material Contract ” shall mean any written and oral contract, agreement, deed, mortgage, lease, sublease, license, instrument, note, commitment, commission, undertaking, arrangement or understanding (i) which by its terms involve, or would reasonably be expected to involve, aggregate payments by or to the Company during any 12-month period in excess of $50,000, (ii) the breach of which by the Company or its subsidiary would be material to the Company or its subsidiary or (iii) which is required to be filed as an exhibit by the Company with the SEC pursuant to Items 601(b)(4) and 601(b)(10) of Regulation S- K promulgated by the SEC.

2.7           Compliance with All Securities Laws; Offering Exemption . Assuming the truth and accuracy of the each Purchaser’s representations and warranties set forth in Section 3 hereof, (i) the sale of the Notes and Warrants is exempt from registration under the Securities Act, and will be registered or qualified (or exempt from registration or qualification) under applicable state securities and “blue sky” Laws, as currently in effect, and (ii) the issuance and delivery of the Notes and Warrants, and the shares of Common Stock issuable upon conversion and exercise, respectively, thereof (collectively, the “ Securities ”), as contemplated by this Agreement, does not violate or breach any applicable securities laws.

2.8           Governmental Consents . No consent, approval, qualification, order or authorization of, or filing with, any local, state or federal governmental authority is required on the part of the Company in connection with the Company’s valid execution, delivery or performance of this Agreement or the issuance and sale of the Securities, except such filings as have been made prior to the Initial Closing, any notices of sale required to be filed with the Securities and Exchange Commission under Regulation D of the Securities Act of 1933, as amended (the “ Securities Act ”), or such post-closing filings as may be required under applicable state securities laws, which will be timely filed within the applicable periods thereafter.

2.9           SEC Reports; Disclosure . The Company has filed all required forms, reports and documents required to be filed by the Company with the Securities and Exchange Commission (the “ SEC ”) since December 31, 2015, each of which has complied in all material respects with all applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), and the rules and regulations promulgated thereunder, each as in effect on the date such forms, reports and documents were filed. The Company has made available to each Purchaser, in the form filed with the SEC (including any amendments thereto) its (i) Annual Report on Form 10-K for the year ended December 31, 2015; (ii) Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2016 and June 30, 2016; (iii) Current Reports on Form 8-K dated January 6 and 25, 2016 and May 19, 2016 and (iv) all definitive proxy statements relating to the Company’s meeting of shareholders (whether annual or special) held since December 31, 2015 (collectively, the “ SEC Reports ”). None of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

2.10         Financial Statements . Included in the SEC Reports are the audited financial statements of the Company as at and for the years ended December 31, 2015 and 2014 and the unaudited financial statements of the Company for the fiscal quarters ended March 31, 2016 and June 30, 2016 (the “ Financial Statements ”). The Financial Statements have been prepared in accordance with GAAP and fairly present the financial condition and operating results of the Company and its subsidiary on a consolidated basis as of the dates, and for the periods, indicated therein, except that the unaudited financial statements as at and for the quarters ended March 31, 2016 and June 30, 2016 are subject to normal year-end adjustments and do not contain all notes required under GAAP. As of the date hereof (and after giving effect to the conversion or exchange of the Existing Notes on the Initial Closing Date), the Company has no liabilities, obligations or commitments of any nature (whether accrued, absolute, contingent, unliquidated or otherwise, due or to become due and regardless of when addressed) other than (a) liabilities that have arisen in the ordinary course of business consistent with past practice since the date of the Company’s most recent quarterly report on Form 10-Q; (b) liabilities under the Notes issued pursuant to this Agreement, and (c) obligations to perform after the date hereof any contracts or agreements which have been disclosed or which are not required to be disclosed in the SEC Reports because such contracts and agreements are not material to the Company.

2.11         Disclosure . The Company understands and confirms that such Purchaser will rely on the foregoing representations in purchasing securities of the Company. No representation or warranty by the Company contained in this Agreement contains any untrue statement of a material fact or omits to state a material fact in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company acknowledges and agrees that such Purchaser does not make and has not made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3 hereof.

3.            Representations and Warranties of each Purchaser . As of the Initial Closing Date or the applicable Subsequent Closing Date, as the case may be, such Purchaser severally and not jointly hereby represents and warrants to the Company that:

3.1        Organization and Qualification . Such Purchaser is duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation or organization to carry on its business as it is now being conducted or proposed to be conducted.

3.2           Authorization and Enforceability . Such Purchaser has all requisite corporate power and authority to enter into the Transaction Documents, as applicable. The execution, delivery and performance by such Purchaser of the Transaction Documents to which it is a party, and the performance of all of the obligations of such Purchaser under each of such Transaction Documents have been duly and validly authorized, and no other action, approval or authorization is required on the part of such Purchaser in order to make the Transaction Documents the valid, binding and enforceable obligations (subject to (i) Laws of general application relating to bankruptcy, insolvency, and the relief of debtors, and (ii) rules of Law governing specific performance, injunctive relief, or other equitable remedies) of such Purchaser. The Transaction Documents constitute legal, valid and binding obligations of such Purchaser, enforceable against it in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity, regardless of whether enforceability is considered in a proceeding at law or in equity.

3.3          Purchase Entirely for Own Account . The Securities will be acquired for investment for such Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and such Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. Such Purchaser does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation in any of the Securities to such person or to any third person.

3.4          Access to Information . Such Purchaser has been given access to the Company and has had an opportunity to ask questions and receive answers from the Company regarding the Company’s business, prospects, properties and condition (financial or otherwise) and the terms and conditions of the offering and sale of the Securities. The foregoing, however, does not limit or modify in any respect the representations and warranties of the Company in Section 2 or the right of the Purchasers to rely thereon.

3.5          Investment Experience . Such Purchaser acknowledges that it is able to fend for itself and bear the economic risk of its investment, including the complete loss thereof, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Securities. Such Purchaser has not been organized for the purpose of acquiring the Securities.

3.6          Accredited Investor . Such Purchaser is an “accredited investor” within the meaning of the Securities and Exchange Commission’s Rule 501 of Regulation D as promulgated under the Securities Act.

3.7           Restricted Securities . Such Purchaser understands that the Securities it is purchasing are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, such Purchaser is familiar with Rule 144 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. Such Purchaser understands Rule 144 under the Securities Act is not currently available for the sale of the Securities.

3.8           Legends . It is understood that the certificates evidencing the Securities may bear one or all of the following legends:

(a)         “NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT, OR (B) IF REASONABLY REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.”

(b)         Any legend required by the laws of any applicable state.

3.9          No General Solicitation . Such Purchaser acknowledges that the Notes and Warrants were not offered to such Purchaser by means of: (a) any advertisement, article, notice or other communication published in any newspaper, magazine or similar medium, or broadcast over television or radio, or (b) any other form of general solicitation or advertising.

4.             Conditions to Closing; Covenants of Company .

4.1          Conditions of Purchasers’ Obligations at Closing . The obligations of such Purchaser under this Agreement are subject to the fulfillment, on or prior to the date of such Closing, of each of the following conditions, any of which may be waived in whole or in part in writing by such Purchaser:

(a)         The representations and warranties made by the Company in Section 2 shall be true and correct when made, and shall be true and correct on and as of the Initial Closing and shall be true and correct in all material respects on and as of any applicable Subsequent Closing Date, the with the same force and effect as if they had been made on and as of the same date.

(b)         The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or prior to the date of such Closing.

(c)         No material adverse effect on the Company’s business, properties, prospects or condition (financial or otherwise) shall have occurred between the date hereof and such Closing and the President and/or Chief Executive Officer of the Company shall deliver to such Purchaser, if requested, at each such applicable Closing a certificate stating that the conditions specified in Sections 4.1(a), (b) and (c) have been fulfilled.

(d)         Except for the notices required or permitted to be filed after the date of such Closing pursuant to applicable federal and state securities laws, the Company shall have obtained all governmental approvals required in connection with the lawful sale and issuance of the Securities.

(e)          At such applicable Closing, the sale and issuance by the Company, and the purchase by the Purchaser, of the Securities shall be legally permitted by all laws and regulations to which such Purchaser and/or the Company are subject.

(f)          At such applicable Closing, the Company shall have delivered to the Purchaser, if requested, a certificate executed by the Secretary of the Company dated as of the date of such Closing certifying with respect to (i) a copy of the Company’s Certificate of Incorporation and its Bylaws in effect on such date and that the Company is not in violation of or default under any provision of its Certificate of Incorporation or Bylaw as of and on the date of the Closing, (ii) resolutions of (A) the Board of the Company and (B) the Special Committee, each authorizing the transactions contemplated by this Agreement and the other Transaction Documents.

4.2         Conditions of Initial Purchasers’ Obligations at the Initial Closing . In addition to the conditions set forth in Section 4.1 hereof, the obligations of each Initial Purchaser under Section 1.2 are subject to the satisfaction by the Company on the Initial Closing Date of each of the following condition:

(a)          The Company shall deliver to each Initial Purchaser its respective Initial Closing Note and Initial Closing Warrant.

4.3          Conditions of Additional Purchasers’ Obligations at any Applicable Subsequent Closing . In addition to the conditions set forth in Section 4.1 hereof, the obligations of each Additional Purchaser under Section 1.3 are subject to the satisfaction by the Company on each applicable Subsequent Closing Date of the following conditions:

(a)          On or before any Subsequent Closing Date, the Company shall deliver to each Additional Purchaser, a supplement to Schedule B reflecting the amount of Additional Notes and Additional Warrants that the Company will issue to such Additional Purchaser on such Subsequent Closing Date and the aggregate purchase price therefor.

(b)          The Company shall deliver to the Additional Purchaser such Additional Purchaser’s Additional Notes and Additional Warrants.

4.4          Conditions to Obligations of the Company . The Company’s obligation to issue and sell the Notes and Warrants at any Closing is subject to the fulfillment, to the Company’s reasonable satisfaction, on or prior to the date of such applicable Closing, of the following conditions, any of which may be waived in whole or in part by the Company:

(a)          The representations and warranties made by the each Purchaser in Section 3 shall be true and correct when made, and shall be true and correct on the date of such applicable Closing with the same force and effect as if they had been made on and as of the same date.

(b)          Each Purchaser shall have delivered to the Company in accordance with Section 1.6 or 1.7, as the case may be, the purchase price for the Notes and Warrants being purchased pursuant hereto on such Closing.

4.5           Reservation of Stock . For so long as the Notes are outstanding and/or the Warrants are exercisable, the Company covenants that it will (i) reserve from its authorized and unissued Common Stock, a sufficient number of shares to provide for the issuance of the Common Stock, upon conversion of the Notes and exercise of the Warrants, and (ii) take all necessary steps, as needed, to amend its Certificate of Incorporation to provide sufficient reserves of shares of Common Stock issuable upon conversion of the Notes and the exercise of the Warrants.

4.6           Restrictions on Certain Indebtedness . For so long as the Notes are outstanding, the Company shall not, nor shall it permit any subsidiary to, directly or indirectly (a) incur any indebtedness for borrowed money that ranks senior or pari passu with the Notes or (b) declare or pay any dividend or interest or make any other payment in respect to any securities (debt or equity) that are subordinate to the Notes, except in the case of clause (a) or (b), with the prior written consent of the Required Holders (as defined herein).

4.7           Participation Rights to Future Issuances .

(a)          For so long as the Notes are outstanding, subject to the terms and conditions of this Section 4.7 and applicable securities laws, if the Company proposes to offer or sell any New Securities (as defined below), the Company shall first offer such New Securities to the Purchasers in accordance with the terms hereof.

(b)         The Company shall give written notice (the “ Offer Notice ”) to each Purchaser, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities.

(c)          By notification to the Company within ten (10) days after the Offer Notice is given, each Purchaser may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion of the principal amount of the Notes purchased by such Purchaser bears to the total principal amount of Notes sold by the Company pursuant to this Agreement (which, for avoidance of doubt, shall be determined by dividing the aggregate original principal amount of Notes purchased by such Purchaser pursuant to the terms of this Agreement by the aggregate original principal amount of Notes issued by the Company to all the Purchasers pursuant to this Agreement).

(d)          If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired by the Purchasers as provided in this Section 4.7 then the Company may, during the one hundred eighty (180) day period following the expiration of the period provided in the Offer Notice, offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into a definitive agreement for the sale of the New Securities within such 180 day period, or if such transaction is not consummated within sixty (60) days of the expiration of such 180 day period, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Purchasers in accordance with this Section 4.7.

(e)          Notwithstanding anything to the contrary, the pro rata participation right provided in this Section 4.7 shall not be applicable to (i) Exempted Securities (as defined below) or (ii) New Securities issued in a public offering pursuant to the Securities Act.

(f)          For purposes of this Agreement, the term “ New Securities ” means any equity securities of the Company (including Common Stock), as well as rights, options, or warrants to purchase such equity securities, or securities of any type whatsoever (including evidences of indebtedness) that are, or may become, convertible or exchangeable into or exercisable for such equity securities. For purposes of this Agreement, the term “ Exempted Securities ” means (i) shares of Common Stock, options or convertible securities issued by reason of a dividend, stock split, split-up or other distribution on shares of Common Stock; (ii) shares of common stock or options issued to employees or directors of, or consultants or advisors to, the Company or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Board; (iii) shares of Common Stock or convertible securities issued upon the exercise of options or shares of Common Stock issued upon the conversion or exchange of convertible securities, in each case provided such issuance is pursuant to the terms of such option or convertible security; (iv) shares of Common Stock, options or convertible securities issued to banks or other financial institutions or to investment banks pursuant to a financing approved by the Board (including shares underlying any such options or convertible securities); (v) shares of Common Stock, options or convertible securities issued to suppliers or third party service providers in connection with the provision of goods or services pursuant to transactions approved by the Board; (vi) shares of Common Stock, options or convertible securities issued pursuant to the acquisition of another company by the Company by merger, purchase of substantially all of the assets or other reorganization or to a joint venture agreement, provided that such issuances are approved by the Board; or (vii) shares of Common Stock, options or convertible securities issued in connection with a technology license, development agreement or other similar agreement or strategic partnership approved by the Board.

(g)          The right of first offer set forth in this Section 4.7 shall terminate with respect to any Purchaser who fails to purchase, in any transaction subject to this Section 4.7, all of such Purchaser’s pro rata amount of the New Securities allocated. Following any such termination, such Purchaser shall no longer be deemed a “Purchaser” for any purpose of this Section 4.7.

5.           Amendment and Waiver .

5.1          Requirements . The Transaction Documents may be amended, and the observance of any term hereof or thereof may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders (as defined below), except that no such amendment or waiver may, without the written consent of each Purchaser at the time outstanding affected thereby, (i) reduce the principal amount or interest rate or change the method of computation of interest (including with respect to the amount of cash) in the Notes, (ii) change the percentage of the outstanding principal amount of the Notes required to consent to any such amendment or waiver under this Section 5.1or (iii) amend this Section 5.1. “ Required Holders ” means at any time, the holders of a majority of the outstanding principal amount of the Notes (exclusive of Notes then owned by the Company), with reference to the aggregate principal amount of the Notes listed for each Purchaser on the schedules of this Agreement.

5.2           Copies of Amendments, Waivers and Consents . The Company will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 5 to each Purchaser of outstanding Notes and Warrants promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Purchasers.

5.3           Binding Effect, Etc .. Any amendment or waiver consented to as provided in this Section 5 applies equally to all Purchasers and is binding upon them and upon each Additional Purchaser and upon the Company without regard to whether such Note has been marked to indicate such amendment or waiver. No such amendment or waiver will extend to or affect any obligation, covenant, agreement, Event of Default (as defined in the Notes) not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Company and any Purchaser or any delay in exercising any rights under this Agreement or any Note or Warrant shall operate as a waiver of any rights of any Purchaser. As used herein, the term “Transaction Documents” and references thereto shall mean the Transaction Documents, or any one of them, as they or it may from time to time be amended or supplemented.

5.4           Notes Held by Issuer, Etc .. Solely for the purpose of determining whether the requisite percentage of the aggregate principal balance of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under the Transaction Documents, or have directed the taking of any action provided herein or therein to be taken upon the direction of the Purchasers of a specified percentage of the aggregate principal balance of Notes then outstanding, Notes directly or indirectly owned by the Company shall be deemed not to be outstanding.

6.           Miscellaneous .

6.1           Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict of laws provisions thereof. Each of the parties hereto hereby irrevocably consents to the exclusive jurisdiction of the courts of the State of Delaware and of any federal court located therein in connection with any suit, action or other proceeding arising out of or relating to the Transaction Documents and waives any objection to venue in the State of Delaware. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction or any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 6.5 shall be deemed effective service of process on such party.

6.2           Survival . The representations, warranties, covenants and agreements made herein shall survive any investigation made by the Purchasers and the Closings of the transactions contemplated hereby indefinitely.

6.3           Successors and Assigns . The Company may not assign its rights or obligations under the Transaction Documents without the prior written consent of the Purchasers. Subject to the foregoing sentence and the restrictions on transfer described in the Notes and Warrants, the provisions hereof and of the other Transaction Documents shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto and thereto.

6.4           Entire Agreement . This Agreement (including the Schedules and Exhibits attached hereto) and the Notes and Warrants constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof.

6.5           Notices, etc .. All notices and other communications required or permitted hereunder shall be effective upon receipt, shall be in writing, and may be delivered in person, by fax, electronic mail, overnight delivery service or United States mail, in which event they may be mailed by first-class, certified or registered, postage prepaid, addressed (a) if to a Purchaser, at such Purchaser’s address and electronic mail address as set forth on its signature page hereto, or to such other address or electronic mail address as such Purchaser shall have furnished to the Company in writing, or (b) if to the Company, at its address and electronic mail address set forth on its signature page hereto, or at such other address or electronic mail address as the Company shall have furnished to the parties hereto in writing.

6.6           Severability . If any provision of this Agreement shall be judicially determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

6.7           Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall be deemed to constitute one instrument. Any signature page delivered by a fax machine or email shall be binding to the same extent as an original signature page, with regard to any agreement subject to the terms hereof or any amendment thereto. Any party who delivers such a signature page agrees to deliver promptly an original counterpart to each party to whom the faxed or emailed signature page was sent.

6.8           No Joint Venture or Partnership . The relationship between the Company and each Purchaser is a debtor and creditor relationship and not fiduciary in nature, nor is the relationship to be construed as creating any partnership or joint venture between such Purchaser and the Company.

6.9           Expenses . Regardless of whether the Initial Closing or any Subsequent Closing is consummated, except as otherwise expressly provided in the Notes, each party to this Agreement shall bear all reasonable costs, fees and expenses it incurs with respect to the negotiation, execution, delivery and performance of this Agreement and the other Transaction Documents.

6.10           Waiver of Jury Trial . TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH PURCHASER AND THE COMPANY HEREBY WAIVE, AND COVENANT THAT NEITHER THE COMPANY NOR SUCH PURCHASER WILL ASSERT, ANY RIGHT TO TRIAL BY JURY ON ANY ISSUE IN ANY PROCEEDING, WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE, IN RESPECT OF ANY ISSUE, CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE SUBJECT MATTER HEREOF OR THEREOF OR IN ANY WAY CONNECTED WITH, RELATED OR INCIDENTAL TO THE DEALINGS OF SUCH PURCHASER AND THE COMPANY HEREUNDER OR THEREUNDER, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER IN TORT OR CONTRACT OR OTHERWISE. The Company acknowledges that it has been informed by such Purchaser that the provisions of this Section 6.10 constitute a material inducement upon which such Purchaser is relying and will rely in entering into this Agreement. Such Purchaser or the Company may file an original counterpart or a copy of this Section 6.10 with any court as written evidence of the consent of such Purchaser and the Company to the waiver of the right to trial by jury.

6.11           Further Assurances . At any time or from time to time after any Closing, the Company, on the one hand, and each Purchaser, on the other hand, agree to cooperate with each other, and at the request of the other party, to execute and deliver any further instruments or documents and to take all such further action as the other party may reasonably request in order to evidence or effectuate the consummation of the transactions contemplated hereby relating to the purchase contemplated herein and to otherwise carry out the intent of the parties hereunder.

6.12           Delays or Omissions . No delay or omission to exercise any right, power or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power or remedy of such nonbreaching or nondefaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring.

6.13           Heading; References . All headings used herein are used for convenience only and shall not be used to construe or interpret this Agreement. Except as otherwise indicated, all references herein to Sections refer to Sections hereof.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties have caused this Note and Warrant Purchase Agreement to be duly executed and delivered by their proper and duly authorized officers.

[Signature Page to Note and Warrant Purchase Agreement]

Exhibit 10.73

NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT, OR (B) IF REASONABLY REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.

iSign Solutions Inc.

Unsecured Convertible Promissory Note

FOR VALUE RECEIVED, the undersigned, iSign Solutions Inc., a Delaware corporation (the “ Company ”), hereby promises to pay to the order of __________________________________________ or its permitted assigns (the “ Holder ”) the principal sum of _______________________________ DOLLARS ($ ____________), plus interest on the unpaid balance from the date hereof, at the rate of 6.0% per annum on the unpaid principal amount (or, if lower, the maximum interest rate permitted by applicable Law in accordance with Section 14), in lawful money of the United States of America or as otherwise provided in Section 1, at ___________________________________________________, or at such other place as the Holder may designate in writing. This Note (the “ Note ”) has been issued pursuant to the Note and Warrant Purchase Agreement dated as of __________________, 2016, as amended from time to time, among the Company and the Purchasers named therein (the “ Purchase Agreement ”) and is entitled to the benefits and rights provided therein. Terms not otherwise defined herein shall have the definitions ascribed to them in the Purchase Agreement.

1.        Maturity Date; Interest Rate .

1.1       The principal of this Note, together with all unpaid interest and any other fees or expenses otherwise due and owed to the Holder under the Purchase Agreement, shall be due and payable on December 31, 2018 (the “ Maturity Date ”).

1.2       This Note shall bear interest at the rate of 6.0% per annum (or, if lower, the maximum interest rate permitted by applicable Law in accordance with Section 14) from the date hereof until repayment of the Note or conversion by the Holder of the Note in accordance with Section 3. Interest on this Note shall be computed on the basis of a three hundred sixty-five (365) day year and actual days elapsed.

1.3       Upon conversion of all unpaid principal and accrued interest hereunder into the shares of Common Stock of the Company pursuant to Section 3, this Note shall be terminated in its entirety and shall be deemed surrendered to the Company for cancellation.

2.        Prepayment . This Note may be prepaid by the Company, in whole or in part, at any time prior to the Maturity Date, without penalty, by giving no less than fifteen (15) days’ prior notice to the Purchaser.

3.        Conversion .

3.1        Optional Conversion - Financing . In the event the Company consummates a financing transaction through the sale and issuance of any New Securities which provides gross cash proceeds to the Company in excess of One Million Dollars ($1,000,000) (a“ Financing ”) during the term that this Note is outstanding, the Holder may elect to convert all (but not less than all) of the outstanding principal and accrued and unpaid interest hereunder into unregistered shares of Common Stock of the Company at the closing of the Financing in accordance with the conversion ratio set forth in Section 3.2 and the conversion procedures of Section 3.4. Upon conversion, this Note shall be cancelled.

3.2        Shares Issuable in Optional Conversion - Financing . The number of whole shares of Common Stock into which outstanding principal and accrued and unpaid interest under this Note shall be converted pursuant to Section 3.1 shall be determined by dividing (a) the aggregate principal amount of this Note, together with all accrued and unpaid interest through the date of conversion, by (b) the lesser of $1.30 or the price per share of Common Stock in the Financing. By way of illustration, (a) if the Company sold convertible notes or preferred stock in the Financing and the conversion price of the convertible notes or preferred stock was $1.00, then the Holder would be entitled to convert the outstanding principal and accrued and unpaid interest under this Note into shares of Common Stock at $1.00 (as opposed to $1.30) and (b) if the Company sold shares of the Common Stock at $1.15 per share and warrants to purchase shares of Common Stock at an exercise price of $1.45 in the Financing, then the Holder would be entitled to convert the outstanding principal and accrued and unpaid interest under this Note into shares of Common Stock at $1.15 (as opposed to $1.30).

3.3        Optional Conversion - Other . Except as provided in Section 3.1, the Holder may elect to convert all (but not less than all) of the outstanding principal and accrued and unpaid interest under this Note into unregistered whole shares of Common Stock of the Company determined by dividing (a) the aggregate principal amount of this Note, together with accrued and unpaid interest through the date of conversion, by (b) $1.30 and in accordance with Section 3.4. Upon conversion, this Note shall be cancelled.

3.4        Conversion Procedures .

(a)       The Company shall provide the Holder with written notice of a Financing no less than fifteen (15) days prior to the consummation of such Financing. If the Holder elects to convert this Note under Section 3.1, then within five (5) days of receipt of such notice the Holder shall deliver written notice to the Company, at the address of the Company’s principal executive office, of the Holder’s election to convert the outstanding principal amount of this Note and accrued interest to the date of such conversion into shares of Common Stock in accordance with Section 3.1.

(b)       If the Holder elects to convert this Note under Section 3.3, then the Holder shall deliver written notice to the Company of at least ten (10) days prior to the conversion date, at the address of the Company’s principal executive office, of the Holder’s election to convert the outstanding principal amount of this Note and accrued interest to the date of such conversion into shares of Common Stock in accordance with Section 3.3.

In connection with giving either of such notice, the Holder shall surrender this Note to the Company for cancellation, as provided in Section 1.3.

3.5        Delivery of Book-Entry Shares . Upon the conversion of this Note into shares of Common Stock in accordance with the terms herein (and the return of the original Note to the Company together with executed copies of such ancillary agreements or documents executed by Holder as shall be reasonably requested by the Company), the Company at its expense will issue and deliver to the Holder of this Note book-entry shares (bearing such legends as are required by applicable federal and state securities laws in the opinion of counsel to the Company) for the number of whole shares of Common Stock issuable upon such conversion in accordance with Section 3.

3.6        No Fractional Shares . No fractional shares of Common Stock shall be issued upon conversion of this Note. In lieu of the Company issuing any fractional shares to the Holder upon the conversion of this Note, the Company shall pay to the Holder in cash the value of such fractional shares based upon the current market price of the Common Stock, as determined by the Company’s Board using the closing price of the Common Stock for the ten (10) consecutive trading days prior to the conversion date.

4.        Events of Default; Remedies .

4.1       So long as this Note is outstanding, an “ Event of Default ” with respect to this Note shall mean the occurrence and existence of one or more of the following events or conditions (for any reason, whether voluntary, involuntary or effected or required by any Law applicable to the Company):

(a)       The Company fails to pay when due and payable any portion of the principal, interest or expenses required to be paid by the Company pursuant to the terms of this Note (the “ Note Indebtedness ”).

(b)       The Company fails to perform, keep, or observe in any material respect any term, provision, condition, covenant or agreement contained in this Note or any other Transaction Document and such failure to perform remains in effect for a period of twenty (20) days after written notice of such default is received by the Company.

(c)       The Company institutes proceedings to be adjudicated as bankrupt or insolvent, or the consent by the Company to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable federal, provincial or state Law relating to bankruptcy, insolvency, reorganization or relief of debtors, or the consent by it to the filing of any such petition or to the appointment under any such Law of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or of substantially all of its property, or the making by it of a general assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due.

(d)       If there is the entry of a decree or order by a court having jurisdiction in the premises adjudging the Company as bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement or adjustment of or in respect of the Company under any applicable Law relating to bankruptcy, insolvency, reorganization or relief of debtors, or appointing under any such Law a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or of substantially all of its property, or ordering pursuant to any such Law the winding-up or liquidation of its affairs, and the continuance of any such decree, petition, appointment or order unstayed and in effect for a period of forty five (45) consecutive days.

(e)       If any corporate action or proceeding is taken to terminate the corporate existence of the Company, whether by winding-up, surrender of charter or otherwise.

(f)       If the Company ceases to carry on its business or consummates the sale of all or substantially all of its assets.