Common use of Issue and Sale of Securities Clause in Contracts

Issue and Sale of Securities. The Company has authorized the issuance and sale to the Investors, in the respective amounts set forth below such Investor's name on the signature page hereto, of (i) an aggregate of 15,384 shares of Class B Convertible Preferred Stock, par value $.01 (the "Class B Preferred Stock"), having the ----------------------- rights set forth in the Amended and Restated Certificate of Designation of the Company and the Amended and Restated Certificate of Incorporation of the Company in the form attached as Exhibit A (collectively, the "Certificate of -------------- Incorporation"), to be issued to the Investors, and (ii) warrants (the ------------- "Warrants") to purchase, an aggregate of 1,775 shares of Class B Preferred -------- Stock, subject to adjustment as set forth in the Warrant Agreement. The shares of Class B Preferred Stock issued on the Closing Date pursuant to this Agreement (the "Preferred Shares") and the Warrants are referred to herein as a "Security" ---------------- -------- and collectively as the "Securities" and the shares of Class B Preferred Stock ---------- issuable upon exercise of the Warrants are referred to herein as the "Warrant ------- Shares." Each Holder of Securities will have certain registration rights with ------ respect to the Class B Common Stock, $.0l par value of the Company, underlying the Preferred Shares and the Warrant Shares as set forth in the Registration Rights Agreement dated as of April 30, 1996, as amended, by and among the Company, Xxxxx, the Chase Investors and each of the other Persons listed on the signature pages thereto, a copy of which is attached hereto as Exhibit C (the "Registration Rights Agreement"). Each Investor shall also become a party to the ----------------------------- Second Amended and Restated Stockholder Agreement, to be dated as of the Closing Date, by and among the Company, Xxxxx, the Chase Investors and the other Persons who are parties thereto, a copy of which is attached hereto as Exhibit D (the "Stockholders Agreement"). ---------------------- Each Warrant shall be substantially in the form attached as Exhibit A to the Warrant Agreement. Each Warrant shall be dated the date of its issuance. The Warrants will be exercisable, in the manner provided in the Warrant Agreement and the Warrants, for a number of Warrant Shares as provided in the Warrant Agreement and the Warrants. The terms and provisions contained in the Warrant Agreement and in the Warrants shall constitute, and are hereby expressly made, a part of this Agreement and, to the extent applicable, the Company and the Holders, by their execution and delivery of this Agreement, expressly agree to such terms and provisions and to be bound thereby.

Issue and Sale of Securities. The Company has authorized ---------------------------- the issuance and sale to the Investors, in the respective amounts set forth below such Investor's name on the signature page hereto, of (i) an aggregate of 15,384 - 2,000,000 shares of Class B Convertible Preferred Stockthe Company's common stock, par value $.01 (the "Class B Preferred Common ------ Stock"), having the ----------------------- rights set forth in the Amended and Restated Certificate of Designation of the Company and the Amended and Restated Certificate of Incorporation of the Company in the form attached as Exhibit A (collectively, the "Certificate of -------------- Incorporation"), to be issued to the Investors, Investors and (ii) warrants (the ------------- "Warrants") to purchase, ----- -- -------- purchase an aggregate of 1,775 1,500,000 shares of Class B Preferred -------- Common Stock, subject to adjustment as set forth in the Warrant Agreement. The shares of Class B Preferred Common Stock issued on the Closing Date pursuant to this Agreement (the "Preferred Shares") and the Warrants are ------ referred to herein as a "Security" ---------------- -------- and collectively as the "Securities" and the -------- ---------- shares of Class B Preferred Common Stock ---------- issuable upon exercise of the Warrants are referred to herein as the "Warrant ------- Shares." Each Holder of Securities will have certain -------------- registration rights with ------ respect to the Class B Common Stock, $.0l par value of the Company, underlying the Preferred Shares and the Warrant Shares as set forth in the Registration Rights Agreement Agreement, dated as of April 30, 1996, as amended, by and among the Company, Xxxxx, the Chase Investors Company and each certain stockholders of the other Persons listed on the signature pages thereto, a copy of which is attached hereto as Exhibit C Company (the "Registration Rights ------------------- Agreement"). Each Investor shall also become a party to the ----------------------------- Second Amended and Restated Stockholder Agreement, to be dated as of the Closing Date, by and among the Company, Xxxxx, the Chase Investors and the other Persons who are parties thereto, a copy of which is attached hereto as Exhibit D (the "Stockholders Agreement"). ---------------------- ---------- Each Warrant shall be substantially in the form attached as Exhibit A to the Warrant Agreement. Each Warrant shall be dated the date of its issuance. The Warrants will be exercisable, exercisable in the manner provided in the Warrant Agreement and the Warrants, for a number of Warrant Shares as provided in the Warrant Agreement and the WarrantsAgreement. The terms and provisions contained in the Warrant Agreement and in the Warrants shall constitute, and are hereby expressly made, a part of this Agreement and, to the extent applicable, the Company and the Holders, by their execution and delivery of this Agreement, expressly agree to such terms and provisions and to be bound thereby.

Issue and Sale of Securities. The Company has authorized the issuance and sale to the Investors, in the respective amounts set forth below such Investor's name on the signature page hereto, of (i) an aggregate of 15,384 67,691 shares of Class B Convertible Preferred Stock, par value $.01 (the "Class B Preferred Stock"), having the ----------------------- rights set forth in the Amended and Restated Certificate of Designation of the Company and the Amended and Restated Certificate of Incorporation of the Company in the form attached as Exhibit A (collectively, the "Certificate of -------------- Incorporation"), to be issued to the Investors, (ii) an aggregate of 9,232 ------------- shares of Class C Convertible Preferred Stock, par value $.01 (the "Class C ------- Preferred Stock"), having the rights set forth in the Certificate of --------------- Incorporation, to be issued to the Investors, and (iiiii) warrants (the ------------- "Warrants") to purchase, an aggregate of 1,775 8,875 shares of Class B Preferred -------- Stock, subject to adjustment as set forth in the Warrant Agreement. The shares of Class B Preferred Stock and Class C Preferred Stock issued on the Closing Date pursuant to this Agreement (the "Preferred Shares") and the Warrants are ---------------- referred to herein as a "Security" ---------------- -------- and collectively as the "Securities" and the -------- ---------- shares of Class B Preferred Stock ---------- issuable upon exercise of the Warrants are referred to herein as the "Warrant ------- Shares." Each Holder of -------------- Securities will have certain registration rights with ------ respect to the Class B Common Stock, $.0l .01 par value of the Company, underlying the Preferred Shares and the Warrant Shares as set forth in the Registration Rights Agreement dated as of April 30, 1996, as amended, by and among the Company, Xxxxx, the Chase Investors Xxxxx and each of the other Persons listed on the signature pages thereto, a copy of which is attached hereto as Exhibit C (the "Registration Rights Agreement"). Each Investor shall ----------------------------- also become a party to the ----------------------------- Second Amended and Restated Stockholder Agreement, to be dated as of the Closing Date, by and among the Company, Xxxxxthe Investors, the Chase Investors Xxxxx and the other Persons who are parties thereto, a copy of which is attached hereto as Exhibit D (the "Stockholders Agreement"). ---------------------- Each Warrant shall be substantially in the form attached as Exhibit A to the Warrant Agreement. Each Warrant shall be dated the date of its issuance. The Warrants will be exercisable, in the manner provided in the Warrant Agreement and the Warrants, for a number of Warrant Shares as provided in the Warrant Agreement and the Warrants. The terms and provisions contained in the Warrant Agreement and in the Warrants shall constitute, and are hereby expressly made, a part of this Agreement and, to the extent applicable, the Company and the Holders, by their execution and delivery of this Agreement, expressly agree to such terms and provisions and to be bound thereby.

Issue and Sale of Securities. The (a) At the Closing (as defined in Section 2 hereof), the Company has authorized the issuance shall issue and sale sell to the Investors, in the respective amounts set forth below such Investor's name on the signature page hereto, of (i) an aggregate of 15,384 shares of Class B Convertible Preferred Stock, par value $.01 Investor membership interests (the "Class B Preferred StockSecurities"), having the ----------------------- rights set forth in the Amended and Restated Certificate of Designation ) of the Company that shall constitute upon issuance 2,479 Units out of a total of 10,000 Units of all issued and the Amended and Restated Certificate of Incorporation outstanding membership interests of the Company in the form attached as Exhibit A (collectively, the "Certificate of -------------- IncorporationMembership Interests"), at an aggregate purchase price of $250,000. (b) At the Closing, the Investor shall lend to the Company an aggregate of $75,000, to be issued evidenced by a Convertible Secured Promissory Note (the "Convertible Note"), due in full on September 30, 1997. (c) ACQUISITION LOAN. The Investor shall lend to the InvestorsCompany not more than $100,000, to be evidenced by a Secured Term Acquisition Promissory Note in the principal amount of $100,000 (the "Term Acquisition Note") on the following terms and conditions (the "Acquisition Loan"). The Acquisition Loan shall be made, conditioned upon the closing by the Company of the acquisition of the business and assets of The Passport, Inc. ("Passport") (the "Acquisition"), on the schedule of cash needed for the payment of the last $100,000 of purchase price in connection therewith, provided that (i) such closing occurs on or before June 30, 1996, (ii) warrants (the ------------- "Warrants") to purchaseAcquisition involves aggregate consideration paid by the Company not exceeding $175,000, an aggregate of 1,775 shares of Class B Preferred -------- Stock, subject to adjustment as set forth in the Warrant Agreement. The shares of Class B Preferred Stock issued on the Closing Date is pursuant to this Agreement a written agreement, the terms and conditions of which are acceptable to the Investor, (iii) the "Preferred Shares") and obligation to repay the Warrants are referred Acquisition Loan shall be evidenced a secured Term Acquisition Note, which will provide for installment loans scheduled to herein as a "Security" ---------------- -------- and collectively as coincide with the "Securities" and the shares of Class B Preferred Stock ---------- issuable upon exercise payment of the Warrants are referred purchase price after $50,000 of payments due from the Company to herein as Passport in connection with the "Warrant ------- Shares." Each Holder Acquisition (provided that upon payment in full of Securities will have certain registration rights with ------ respect the purchase price of the Acquisition the balance of such $100,000 shall be advanced under the terms of the Acquisition Loan), in form acceptable to the Class B Common StockInvestor, $.0l par value which note shall provide that the principal amount of the Term Acquisition Note shall be repaid in full on September 30, 1998 (or September 30, 1997 to the extent that the Investor chooses to exercise its conversion option under the Convertible Note), together with interest at the prime rate, and that the repayment shall be secured by the same assets securing the Convertible Note pursuant to a security agreement and a pledge agreement in form acceptable to the Investor, (iv) no material adverse change shall have occurred in either the business or the financial condition of the Company, underlying and (v) all representations and warranties contained in Section 5 herein are true and correct at the Preferred Shares and the Warrant Shares as set forth in the Registration Rights Agreement dated as of April 30, 1996, as amended, by and among the Company, Xxxxx, the Chase Investors and each closing of the other Persons listed on the signature pages thereto, a copy of which is attached hereto as Exhibit C (the "Registration Rights Agreement"). Each Investor shall also become a party to the ----------------------------- Second Amended and Restated Stockholder Agreement, to be dated as of the Closing Date, by and among the Company, Xxxxx, the Chase Investors and the other Persons who are parties thereto, a copy of which is attached hereto as Exhibit D (the "Stockholders Agreement"). ---------------------- Each Warrant shall be substantially in the form attached as Exhibit A to the Warrant Agreement. Each Warrant shall be dated the date of its issuance. The Warrants will be exercisable, in the manner provided in the Warrant Agreement and the Warrants, for a number of Warrant Shares as provided in the Warrant Agreement and the Warrants. The terms and provisions contained in the Warrant Agreement and in the Warrants shall constitute, and are hereby expressly made, a part of this Agreement and, to the extent applicable, the Company and the Holders, by their execution and delivery of this Agreement, expressly agree to such terms and provisions and to be bound therebyAcquisition.