Common use of Issuance, Sale and Purchase Clause in Contracts

Issuance, Sale and Purchase. (a) At the First Closing, subject to the terms and conditions set forth herein, the Company agrees to issue and sell (i) to the Carlyle Anchor Investor, and the Carlyle Anchor Investor, severally and not jointly with the Anchorage Anchor Investor, agrees to purchase from the Company, free and clear of any Liens, the number of Common Shares (excluding any shares of Common Stock issuable upon exercise in full of the warrant to be issued to an Affiliate of the Carlyle Anchor Investor pursuant to the Carlyle Investor Letter (the “Carlyle Warrant”)) equal to 24.1% of the shares of Common Stock outstanding immediately after giving effect to the transactions contemplated by the Transaction Documents to occur simultaneously with or prior to the First Closing Date, for an aggregate purchase price of $65,982,786 payable by the Carlyle Anchor Investor to the Company and (ii) to the Anchorage Anchor Investor, and the Anchorage Anchor Investor, severally and not jointly with the Carlyle Anchor Investor, agrees to purchase from the Company, free and clear of any Liens, the number of Common Shares (excluding any shares of Common Stock issuable upon exercise in full of the warrants to be issued to an Affiliate of the Anchorage Anchor Investor pursuant to the Anchorage Investor Letter (the “Anchorage Warrants”, and together with the Carlyle Warrant, the “Warrants”)) equal to 22.4% of the shares of Common Stock outstanding immediately after giving effect to the transactions contemplated by the Transaction Documents to occur simultaneously with or prior to the First Closing Date, for an aggregate purchase price of $61,208,076 payable by the Anchorage Anchor Investor to the Company (the amounts payable pursuant to clause (i) and (ii) above, collectively the “First Purchase Price”). (b) At the Second Closing, subject to the terms and conditions set forth herein, the Company agrees to issue and sell (i) to the Carlyle Anchor Investor, and the Carlyle Anchor Investor, severally and not jointly with the Anchorage Anchor Investor, agrees to purchase from the Company, free and clear of any Liens, the number of Common Shares (excluding any shares of Common Stock issuable upon exercise in full of the Carlyle Warrant) equal to 23.3% of the shares of Common Stock outstanding immediately after giving effect to the Rights Offering and the other transactions contemplated by the Transaction Documents to occur simultaneous with or prior to the Second Closing (including the backstop purchase to be provided, if required, by CapGen pursuant to the CapGen Investment Agreement), for an aggregate purchase price of $7,000,000 payable by the Carlyle Anchor Investor to the Company and (ii) to the Anchorage Anchor Investor, and the Anchorage Anchor Investor, severally and not jointly with the Carlyle Anchor Investor, agrees to purchase from the Company, free and clear of any Liens, the number of Common Shares (excluding any shares of Common Stock issuable upon exercise in full of the Anchorage Warrants) equal to 21.3% of the shares of Common Stock outstanding immediately after giving effect to the transactions contemplated by the Transaction Documents to occur simultaneous with or prior to the Second Closing (including the backstop purchase to be provided, if required, by CapGen pursuant to the CapGen Investment Agreement), for an aggregate purchase price of $5,500,000 payable by the Anchorage Anchor Investor to the Company (the “Second Purchase Price”; and together with the First Purchase Price, the “Purchase Price”).

Issuance, Sale and Purchase. (a) At the First Closing, subject to the terms and conditions set forth herein, the Company agrees to issue and sell (i) to the Carlyle Anchor Investor, and the Carlyle Anchor Investor, severally and not jointly with the Anchorage Anchor Investor, agrees to purchase from the Company, free and clear of any Liens, the number of Common Shares (excluding any which, when added to the shares of Common Stock issuable upon exercise in full of the warrant to be issued to an Affiliate of the Carlyle Anchor Investor pursuant to the Carlyle Investor Letter (the “Carlyle Warrant”)) , shall equal to 24.124.9% of the shares of Common Stock outstanding immediately after giving effect to the transactions contemplated by the Transaction Documents to occur simultaneously with or prior to the First Closing Date, for an aggregate purchase price of $65,982,786 payable by the Carlyle Anchor Investor to the Company and (ii) to the Anchorage Anchor Investor, and the Anchorage Anchor Investor, severally and not jointly with the Carlyle Anchor Investor, agrees to purchase from the Company, free and clear of any Liens, the number of Common Shares (excluding any which, when added to the shares of Common Stock issuable upon exercise in full of the warrants to be issued to an Affiliate of the Anchorage Anchor Investor pursuant to the Anchorage Investor Letter (the “Anchorage Warrants”, and together with the Carlyle Warrant, the “Warrants”)) , shall equal to 22.424.9% of the shares of Common Stock outstanding immediately after giving effect to the transactions contemplated by the Transaction Documents to occur simultaneously with or prior to the First Closing Date, for an aggregate purchase price of $61,208,076 payable by the Anchorage Anchor Investor to the Company (the amounts payable pursuant to clause (i) and (ii) above, collectively the “First Purchase Price”). (b) At the Second Closing, subject to the terms and conditions set forth herein, the Company agrees to issue and sell (i) to the Carlyle Anchor Investor, and the Carlyle Anchor Investor, severally and not jointly with the Anchorage Anchor Investor, agrees to purchase from the Company, free and clear of any Liens, the number of Common Shares (excluding any which, when added to the shares of Common Stock issuable upon exercise in full of the Carlyle Warrant) , shall equal to 23.324.9% of the shares of Common Stock outstanding immediately after giving effect to the Rights Offering and the other transactions contemplated by the Transaction Documents to occur simultaneous with or prior to the Second Closing (including the backstop purchase to be provided, if required, by CapGen pursuant to the CapGen Investment Agreement), for an aggregate purchase price of $7,000,000 payable by the Carlyle Anchor Investor to the Company and (ii) to the Anchorage Anchor Investor, and the Anchorage Anchor Investor, severally and not jointly with the Carlyle Anchor Investor, agrees to purchase from the Company, free and clear of any Liens, the number of Common Shares (excluding any which, when added to the shares of Common Stock issuable upon exercise in full of the Anchorage Warrants) , shall equal to 21.324.9% of the shares of Common Stock outstanding immediately after giving effect to the transactions contemplated by the Transaction Documents to occur simultaneous with or prior to the Second Closing (including the backstop purchase to be provided, if required, by CapGen pursuant to the CapGen Investment Agreement), for an aggregate purchase price of $5,500,000 payable by the Anchorage Anchor Investor to the Company (the “Second Purchase Price”; and together with the First Purchase Price, the “Purchase Price”).