Stock Warrants Subject to Board approval, Executive shall be granted stock warrants (the "Two Million Warrants") to purchase an aggregate of Two Million (2,000,000) shares of common stock of the Company. The Two Million Warrants are deemed to be of record as of March 6, 2006. The Two Million Options shall be granted in accordance with, and subject to the following:
Preferred Shares The Preferred Shares have been duly and validly authorized, and, when issued and delivered pursuant to this Agreement, such Preferred Shares will be duly and validly issued and fully paid and non-assessable, will not be issued in violation of any preemptive rights, and will rank pari passu with or senior to all other series or classes of Preferred Stock, whether or not issued or outstanding, with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Company.
Common Shares 4 Company...................................................................................... 4
Series A Preferred Stock On the Closing Date, each Subscriber shall purchase and the Company shall sell to each such Subscriber, the number of shares of Preferred Stock designated on such Subscriber’s signature page hereto for such Subscriber’s Purchase Price indicated thereon.
Shares The term “
Purchase of Preferred Shares Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, on the date hereof (the “Closing Date”) the Company shall issue and sell to the Buyer, and the Buyer agrees to purchase from the Company on the Closing Date the aggregate number of Preferred Shares as is set forth opposite the Buyer’s name in column (3) on the Schedule of Buyers.
Common Stock 1 Company........................................................................1