Purchase and Sale of Preferred Stock and Warrants. Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall, severally and not jointly, purchase from the Company, an aggregate of 6,900,000 shares of Preferred Stock (the "SHARES") and warrants to purchase an aggregate of 121,954,050 shares of Common Stock, in substantially the form attached hereto as EXHIBIT B (the "WARRANTS"). The Shares and the Warrants shall be sold as units consisting of two shares of Preferred Stock and one Warrant at a price per unit of $8.00, for an aggregate purchase price of $27,600,000 (the "PURCHASE PRICE"). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "SECURITIES ACT"), including Regulation D ("REGULATION D"), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. The Preferred Stock shall have such powers, preferences and rights, and the qualifications, limitations or restrictions thereof, as set forth in the Certificate of Designation of Rights and Preferences of Series A Preferred Stock attached hereto as EXHIBIT D (the "CERTIFICATE OF DESIGNATIONS"), subject to the applicable terms and conditions of this Agreement and the Registration Rights Agreement (as defined below).
Purchase and Sale of Preferred Stock and Warrants. 5 A. Purchase and Sale of Preferred Stock and Warrants................................ 6 B.
Purchase and Sale of Preferred Stock and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers and each of the Purchasers shall purchase from the Company, the number of shares of the Company's Series B Convertible Preferred Stock, par value $.001 per share (the "Preferred Shares"), at a purchase price of $50,000 per share, set forth opposite such Purchaser's name on Exhibit A hereto. The aggregate purchase price for the Preferred Shares and the Warrants shall be up to $4,000,000. The designation, rights, preferences and other terms and provisions of the Series B Convertible Preferred Stock are set forth in the Certificate of Designation of the Relative Rights and Preferences of the Series B Convertible Preferred Stock attached hereto as Exhibit B (the "Certificate of Designation"). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Rule 506 of Regulation D ("Regulation D") as promulgated by the United States Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act") or Section 4(2) of the Securities Act.
(b) Upon the following terms and conditions, each of the Purchasers shall be issued (i) Series A Warrants, in substantially the form attached hereto as Exhibit C (the "Series A Warrants"), to purchase the number of shares of the Company's Common Stock, par value $.001 per share (the "Common Stock") equal to one hundred percent (100%) of the number of shares of Common Stock issuable upon conversion of the Preferred Shares purchased pursuant to the terms hereof, such amount to be set forth opposite such Purchaser's name on Exhibit A hereto, and (ii) Series B Warrants, in substantially the form attached hereto as Exhibit D (the "Series B Warrants" and together with the Series A Warrants, the "Warrants"), to purchase the number of shares of Common Stock equal to fifty percent (50%) of the number of shares of Common Stock issuable upon conversion of the Preferred Shares purchased pursuant to the terms hereof, such amount to be set forth opposite such Purchaser's name on Exhibit A attached hereto. The Warrants shall have an exercise price equal to the Warrant Price (as defined in the respective Warrant) and shall be exercisable as stated therein. The Warrants shall expire five (5) years from the Closing Date, as defined below.
Purchase and Sale of Preferred Stock and Warrants. 1
Section 1.1 Purchase and Sale of Stock 1
Section 1.2 Warrants 1
Section 1.3 Conversion and Warrant Shares 1
Section 1.4 Purchase Price and Closing 2
Section 1.5 Share Exchange Transaction 2
Purchase and Sale of Preferred Stock and Warrants. Upon the terms -------------------------------------------------- and subject to the conditions set forth herein, the Company shall issue and sell to Subscriber, and the Subscriber will buy for an aggregate purchase price of Two Million, Five Hundred Thousand ($2,500,000) U.S. Dollars (the "Purchase Price"), Twenty-Five Thousand (25,000) shares of Preferred Stock based on One Hundred (U.S.$100) Dollars per share, and that number of Warrants to be issued pursuant to the terms on the first page of this Agreement.
Purchase and Sale of Preferred Stock and Warrants. Subject to ------------------------------------------------- the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Purchasers, and each of the Purchasers agrees that it will purchase from the Company, at the Closing, the aggregate number of shares of Preferred Stock, and the Warrants to purchase the aggregate number of shares of Common Stock, set forth opposite such Purchaser's name on Schedule 2.1 hereto, ------------ for the aggregate purchase price set forth opposite such Purchaser's name on Schedule 2.1 hereto (all of the shares of Preferred Stock being purchased ------------ hereunder by the Purchasers being referred to herein as the "Purchased Shares" and all of the shares of Common Stock issuable upon exercise of the Warrants being purchased pursuant hereto being referred to herein as the "Warrant Shares").
Purchase and Sale of Preferred Stock and Warrants. Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and each Purchaser shall, severally but not jointly, purchase from the Company, shares of Preferred Stock (the “Shares”) and warrants to purchase shares of Common Stock (the “Warrants”), in each case, as set forth opposite each such Purchaser’s name on Exhibit A hereto, for an aggregate purchase price to the Company from all Purchasers of $________1 Not less than $6,000,000 and up to $15,000,000. (the “Purchase Price”). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), including Regulation D (“Regulation D”), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder.
Purchase and Sale of Preferred Stock and Warrants. Name Number of Preferred Stock/Warrants Aggregate Purchase Price 5,000/1,000,000 US$5,000,000.00 5,000/1,000,000 US$5,000,000.00 This Schedule II, including Annex II-1 annexed hereto, are to be completed and executed by any Investor who is a Canadian Investor, being an Investor resident in or otherwise subject to the securities laws of a jurisdiction of Canada. This Schedule II, including Annex II-1 annexed hereto, forms part of the Purchase Agreement to which it is attached (the "Agreement") and the Investor is otherwise subject to the terms and conditions specified in such Agreement. Terms not otherwise defined herein have the meanings attributed to them in the Agreement.
Purchase and Sale of Preferred Stock and Warrants. 1.1 Purchase and Sale of StockUpon and subject to the terms and conditions set forth in this Agreement, the Company agrees to issue and sell to the Purchasers, and each Purchaser severally agrees to purchase from the Company, the number of shares of the Company's Series B Convertible Preferred Stock, par value $0.001 per share (the "Preferred Shares") set forth with respect to such Purchaser on Exhibit A hereto, at a purchase price of $100 per share. The designation, rights, preferences and other terms and provisions of the Series B Convertible Preferred Stock, as of the Closing (as defined in Section 1.3), will be as set forth in the Designation of Rights and Preferences of the Series B Convertible Preferred Stock (the "Designation of Rights and Preferences") contained in Exhibit B hereto.
Purchase and Sale of Preferred Stock and Warrants. Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and each Purchaser shall, severally but not jointly, purchase from the Company, shares of Preferred Stock (the “Shares”) and warrants to purchase shares of Common Stock (the “Warrants”), in each case, as set forth opposite each such Purchaser’s name on Exhibit A hereto, for an aggregate purchase price to the Company from all Purchasers of $2,808,750 (the “Purchase Price”), as follows: (a) at the First Closing on the First Closing Date (as both terms are defined in Section 1.2(a)), 556,538 Shares, and that number of Warrants as described in Section 1.3, for an aggregate purchase price of $1,808,750; and (b) at the Second Closing on the Second Closing Date (as both terms are defined in Section 1.2(b)), 307,691 Shares, and that number of Warrants as described in Section 1.3, for an aggregate purchase price of $1,000,000. The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), including Regulation D (“Regulation D”), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder.
