Common use of Issuance, Sale and Purchase of Senior Preferred Stock Clause in Contracts

Issuance, Sale and Purchase of Senior Preferred Stock. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in reliance upon the representations and warranties hereinafter set forth, at the Initial Closing, the Company will issue, sell, and deliver to the Purchaser (including the Designated Purchasers), and the Purchaser will purchase from the Company, (i) 26,704 shares of Series B Preferred Stock and (ii) 49,796 shares of Series C Preferred Stock. The purchase price per share of Senior Preferred Stock shall equal $1,000.00 (the "Purchase Price"). (b) The Senior Preferred Stock shall be issued to Capital Z and to its Designated Purchaser as follows: 26,704 shares of Series B Preferred Stock to Capital Z; 48,296 shares of Series C Preferred Stock to Capital Z; and 1,500 shares of Series C Preferred Stock to Georges St. Laurent." (b) Section 2.5(b) is amended by deleting the last sentence thereof and replacing such sentence with the following: "At the earlier to occur of (i) the day the Recapitalization is consummated and (ii) June 30, 1999, the Purchaser may, at its option, (I) if on the day the Recapitalization is consummated, exchange up to 3,000,000 shares of Series C Preferred Stock acquired at the Initial Closing or (II) if on June 30, 1999, exchange up to 3,000 shares of Series C Preferred Stock acquired at the Initial Closing, in either case for an equivalent number of shares of Series B Preferred Stock; provided, that, immediately following such exchange, the total number of outstanding shares of Series B Preferred Stock do not represent more than 49.99% of the total voting power of the Company entitled to vote for the election of directors of the Company." (c) Section 4.4 is amended by adding the following sentences at the end of such section: "Notwithstanding the prior sentence, in the event that the Company is unable to cause the Existing Rights Agreement to be amended by the Initial Closing, the Company shall cause the Existing Rights Agreement to be so amended promptly after the Initial Closing Date. At the request of Capital Z, the Company will promptly take all actions necessary to redeem the Existing Rights." (d) The Series B Certificate of Designations (Exhibit A to the Stock Purchase Agreement) is amended in its entirety by replacing such Series B Certificate of Designations with the Series B Certificate of Designations attached to this Amendment as Exhibit A. (e) The Series C Certificate of Designations (Exhibit B to the Stock Purchase Agreement) is amended in its entirety by replacing such Series C Certificate of Designations with the Series C Certificate of Designations attached to this Amendment as Exhibit B. (f) The Contingent Warrant (Exhibit E to the Stock Purchase Agreement) is amended in its entirety by replacing such Contingent Warrant with the Contingent Warrant attached to this Amendment as Exhibit C.

Issuance, Sale and Purchase of Senior Preferred Stock. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in reliance upon the representations and warranties hereinafter set forth, at the Initial Closing, the Company will issue, sell, and deliver to the Purchaser (including the any Designated Purchasers), and the Purchaser will purchase from the Company, : (i) 26,704 a number of shares of Series B Preferred Stock equal to (I) the quotient obtained by dividing (A) the product of (x) the number of shares of Common Stock outstanding on the Initial Closing Date and (iiy) 49,796 shares 0.998, multiplied by (B) 1,000, rounded to the nearest tenth of a share of Series C B Preferred Stock. The purchase price per share , with such number of Senior Preferred Stock shall equal $1,000.00 (the "Purchase Price"). (b) The Senior Preferred Stock shall be issued to Capital Z and to its Designated Purchaser as follows: 26,704 shares of Series B Preferred Stock to Capital Z; 48,296 shares represent, as of Series C Preferred Stock to Capital Z; and 1,500 shares of Series C Preferred Stock to Georges St. Laurent." (b) Section 2.5(b) is amended by deleting the last sentence thereof and replacing such sentence with the following: "At the earlier to occur of (i) the day the Recapitalization is consummated and (ii) June 30, 1999, the Purchaser may, at its option, (I) if on the day the Recapitalization is consummated, exchange up to 3,000,000 shares of Series C Preferred Stock acquired at the Initial Closing or (II) if on June 30Date, 1999, exchange up to 3,000 shares of Series C Preferred Stock acquired at the Initial Closing, in either case for an equivalent number of shares of Series B Preferred Stock; provided, that, immediately following such exchange, the total number of outstanding shares of Series B Preferred Stock do not represent more than 49.99% of the total voting power of the Company entitled to vote for the election of directors of the Company.", minus (II) (A) the number of shares of Common Stock issuable upon exercise of the Warrant and the Contingent Warrant divided by (B) 1,000; and (cii) a number of shares of Series C Preferred Stock equal to 75,000 minus the number of shares of Series B Preferred Stock purchased pursuant to this Section 4.4 is amended 2.2. The purchase price per share of Senior Preferred Stock shall equal $75,000,000 divided by adding the following sentences at total number of shares of Senior Preferred Stock issued pursuant to the end provisions of such section: this Section 2.2 (the "Purchase Price"). Notwithstanding the foregoing, if the Shareholder Approval shall have been obtained, and the Recapitalization consummated prior sentence, in the event that the Company is unable to cause the Existing Rights Agreement to be amended by the Initial Closing, the Company shall cause the Existing Rights Agreement to be so amended promptly after the Initial Closing Date. At the request of Capital Z, the Company will promptly take all actions necessary to redeem number "1,000" in the Existing Rightsforegoing clause (i) shall, in each case, instead be "1" and the number "75,000" in the foregoing clause (ii) shall be "75,000,000." (d) The Series B Certificate of Designations (Exhibit A to the Stock Purchase Agreement) is amended in its entirety by replacing such Series B Certificate of Designations with the Series B Certificate of Designations attached to this Amendment as Exhibit A. (e) The Series C Certificate of Designations (Exhibit B to the Stock Purchase Agreement) is amended in its entirety by replacing such Series C Certificate of Designations with the Series C Certificate of Designations attached to this Amendment as Exhibit B. (f) The Contingent Warrant (Exhibit E to the Stock Purchase Agreement) is amended in its entirety by replacing such Contingent Warrant with the Contingent Warrant attached to this Amendment as Exhibit C.