Common use of Purchase and Sale of Preferred Stock Clause in Contracts

Purchase and Sale of Preferred Stock. (a) Subject to the terms and conditions herein set forth, the Company agrees that it will issue to the Purchaser, and the Purchaser agrees that it will acquire from the Company, at the Initial Closing, 10,000 shares of Preferred Stock (the "Initial Preferred Shares") for an aggregate purchase price of $10,000,000 (the "Initial Purchase Price"), in cash, by wire transfer of immediately available funds to an account designated by the Company in a notice delivered to the Purchaser no less than one day prior to the Closing Date. (b) (i) The Company has the option of requiring the Purchaser (or, at the Purchaser's option, an Affiliate thereof) to acquire from time to time (in multiples of $5,000,000) before January 15, 2001 up to 15,000 additional shares of Preferred Stock (the "Additional Option Shares") at a price of $1,000 per share. (ii) If the Company has equaled or exceeded the Acquisition Threshold on or before the first anniversary of the Initial Closing Date, the Purchaser shall have the one-time option (the "Purchaser Option") to elect, on or before the first anniversary of the Initial Closing, to acquire an additional 10,000 shares of Preferred Stock (such shares, together with the Additional Option Shares, the "Additional Shares") at a price of $1,000 per share; provided, however, that the total number of shares of Preferred Stock to be acquired by the Purchaser upon exercise of the Purchaser Option shall be reduced to the extent necessary so that the aggregate purchase price of the Initial Preferred Shares and the Additional Shares does not exceed $25,000,000; provided, further, that if the Company has not equaled or exceeded the Acquisition Threshold on or before the first anniversary of the Initial Closing Date, the Purchaser Option shall be extended until the second anniversary of the Initial Closing and may be exercised by the Purchaser until that time if the Acquisition Threshold is then equaled or exceeded. In addition, the Company shall give the Purchaser notice within 10 days of the closing of any acquisition occurring prior to the expiration of the Purchaser Option that is to be included when determining if the Acquisition Threshold has been equaled or exceeded. (iii) The Company shall give the Purchaser written notice of its election to sell Additional Shares pursuant to clause (b)(i) and the Purchaser shall give the Company written notice of its election to purchase Additional Shares pursuant to clause (b)(ii), as the case may be, on a date specified in such notice (which date shall be a Business Day occurring at least 10 Business Days after the date of such notice). Such notice shall specify the number of Preferred Shares to be sold or purchased, as the case may be, and, if applicable, the name or names (with address) in which a certificate or certificates for the Additional Shares are to be issued. The purchase and sale of the Additional Shares shall, subject to the provisions contained in Section 2.4 in the event an HSR Filing is required, occur on the date specified in such notice (each, an "Additional Closing Date"). On each Additional Closing Date, the Company will issue to the Purchaser (or its Affiliate) the number of shares of Preferred Shares to be purchased on such date and the Purchaser shall deliver the purchase price therefore (the "Additional Purchase Price") in cash, by wire transfer of immediately available funds to an account designated by the Company in a notice delivered to the Purchaser. On each Additional Closing Date, the Purchaser shall deliver to the Company a certificate signed by a General Partner stating that the representations and warranties contained in Article 6 are true and correct as if made as of such Additional Closing Date (unless such representations and warranties relate to matters only as of a particular date, in which case such representations and warranties shall be true and correct in all material respects as of such date) and the President or a Vice President of the Company shall deliver to the Purchaser a certificate stating that the representations and warranties contained in Article 5 are true and correct in all material respects as of such Additional Closing Date as if made as of such date (unless such representations and warranties relate to matters only as of a particular date in which case such representations and warranties shall be true and correct in all material respects as of such date) and the Company is in compliance in all material respects with its obligations in Article 8 or 9; provided, that, (x) the references in Section 5.10 to the 1998 Audited Financials and the 1999 Audited Financials shall instead be to the audited consolidated financial statements of the Company for the two most recently completed fiscal years (which have been included in the Company's Commission Documents), (y) references in Section 5.10 to the Interim Financials shall be deemed to also include a reference to the unaudited consolidated financial statements of the Company for each completed fiscal quarter ending September 30, March 31 and September 30 since the Initial Closing for which the Company has filed a quarterly report on Form 10-Q and (z) the Company shall deliver a supplemental schedule to the Purchaser updating the capitalization and material contracts (as to the first sentence thereof only) representations and warranties contained in Sections 5.16 and 5.26; provided, further, that the Company shall also satisfy and certify that the conditions contained in Sections 3.6, 3.8, 3.9, 3.10, 3.17 and 3.18 shall be satisfied as of the Closing Date in respect of the purchase of the Additional Shares.

Purchase and Sale of Preferred Stock. (a) the Closing. ------------------------------------------------- Subject to the terms and conditions herein set forth, the Company agrees that it will issue to sell to the Purchaser, and the Purchaser agrees that it will acquire to purchase from the Company, at the Initial ClosingTime of Purchase, 10,000 up to 50,000 shares of Preferred Stock at a price equal to $100.00 per share, payable as set forth below. The sale and purchase of the Preferred Stock shall take place from time to time, at one or more closings (the "Initial Preferred SharesClosing") for an aggregate purchase price of $10,000,000 (to be held at such time as the "Initial Purchase Price"), in cash, Purchaser shall specify by wire transfer of immediately available funds to an account designated by the Company in a notice delivered to the Purchaser no less than one day prior to the Closing Date. (b) (i) The Company has the option of requiring the Purchaser (orCompany, at the Purchaser's optionleast two business days prior thereto, an Affiliate thereof) to acquire from time to time (in multiples of $5,000,000) before January 15, 2001 up to 15,000 additional shares of Preferred Stock (the "Additional Option Shares") at a price of $1,000 per share. (ii) If the Company has equaled or exceeded the Acquisition Threshold on or before except that the first anniversary of Closing shall occur on the Initial Closing Datedate hereof. At each such Closing, the Purchaser shall have purchase from the one-time option (Company, and the "Company shall sell to the Purchaser Option") to elect, on or before the first anniversary of the Initial Closing, to acquire an additional 10,000 shares of Preferred Stock (such shares, together with the Additional Option Shares, the "Additional Shares") at a price of $1,000 per share; provided, however, that the total number of shares of Preferred Stock specified by Purchaser, within the aggregate limits set forth in the first paragraph of this Section 2.1. On the first Closing, Purchaser shall purchase, and the Company shall sell to Purchaser, 20,000 shares of Preferred Stock. The date on which a Closing is scheduled to take place is herein called the "Closing Date." The time at which such Closing is concluded is herein called the "Time of Purchase." Delivery of the Preferred Stock to be acquired purchased by the Purchaser upon exercise pursuant to this Agreement shall be made at the specified Closing by the Company delivering to the Purchaser, against payment of the Purchaser Option shall be reduced to the extent necessary so that the aggregate purchase price of the Initial Preferred Shares and the Additional Shares does not exceed $25,000,000; provided, further, that if the Company has not equaled or exceeded the Acquisition Threshold on or before the first anniversary of the Initial Closing Date, the Purchaser Option shall be extended until the second anniversary of the Initial Closing and may be exercised by the Purchaser until that time if the Acquisition Threshold is then equaled or exceeded. In addition, the Company shall give the Purchaser notice within 10 days of the closing of any acquisition occurring prior to the expiration of the Purchaser Option that is to be included when determining if the Acquisition Threshold has been equaled or exceeded. (iii) The Company shall give the Purchaser written notice of its election to sell Additional Shares pursuant to clause (b)(i) and the Purchaser shall give the Company written notice of its election to purchase Additional Shares pursuant to clause (b)(ii), as the case may be, on a date specified in such notice (which date shall be a Business Day occurring at least 10 Business Days after the date of such notice). Such notice shall specify the number of Preferred Shares to be sold or purchased, as the case may be, and, if applicable, the name or names (with address) in which a certificate or certificates for the Additional Shares are to be issued. The purchase and sale of the Additional Shares shall, subject to the provisions contained in Section 2.4 in the event an HSR Filing is required, occur on the date specified in such notice (eachtherefor, an "Additional Closing Date"). On each Additional Closing Date, the Company will issue to the Purchaser (or its Affiliate) appropriate certificate evidencing the number of shares of Preferred Shares Stock purchased by the Purchaser hereunder (registered in the name of the Purchaser). Payment of the purchase price for the Preferred Stock to be purchased on such date hereunder shall be made by (i) in the case of the first 20,000 shares of Preferred Stock to be purchased and sold hereunder, by the Purchaser's delivery and surrender to the Company of two promissory notes, one dated March 31, 1997 and the Purchaser shall deliver other dated April 11, 1997, each in the purchase price therefore (the "Additional Purchase Price") in cash, by wire transfer original principal amount of immediately available funds to an account designated $1,000,000 and made by the Company in favor of the Purchaser, and (ii) with respect to additional shares of Preferred Stock to be purchased by the Purchaser, payable by check payable to the order of the Company. Following confirmation of a plan of reorganization containing the Designated Provisions (as defined in Section 6.1) in JAC's chapter 11 case under Title 11, United States Code, pending in the United States Bankruptcy Court ("Court") for the Northern District of Texas, Dallas Division, Case No. 397- 31261-SAF-11, and JAC's performance of its obligations under the Designated Provisions, including payment of the JMAC Claim in full to the Purchaser and the issuance of shares of JAC Common Stock in exchange for the shares of Preferred Stock as described in clause (ii) of Section 6.1 hereof, the right of the Purchaser to purchase shares of Preferred Stock hereunder, and the obligation of the Company to sell such shares, shall terminate. If the Company shall provide notice delivered of its election to redeem all of the outstanding shares of Preferred Stock in the manner provided in the "Statement of Resolution Establishing Series of Preferred Stock of Jayhawk Medical Acceptance Corporation," upon the receipt of such notice by the Purchaser, the right of the Purchaser to purchase shares of Preferred Stock hereunder, and the obligations of the Company to sell such shares, shall terminate; provided, however, if on the date fixed for redemption, the Company shall fail to discharge its obligations associated with such redemption and shall fail to redeem all of the outstanding Preferred Stock on the date fixed for redemption, the notice of redemption shall be of no effect and the right of the Purchaser to purchase shares of Preferred Stock hereunder, and the obligations of the Company to sell such shares to the Purchaser. On each Additional Closing Date, the Purchaser shall deliver to the Company a certificate signed by a General Partner stating that the representations and warranties contained in Article 6 are true and correct as if made as of such Additional Closing Date (unless such representations and warranties relate to matters only as of a particular date, in which case such representations and warranties shall be true reinstated and correct in all material respects as of such date) and the President or a Vice President of the Company shall deliver to the Purchaser a certificate stating that the representations and warranties contained in Article 5 are true and correct in all material respects as of such Additional Closing Date as if made as of such date (unless such representations and warranties relate to matters only as of a particular date in which case such representations and warranties shall be true and correct in all material respects as of such date) and the Company is in compliance in all material respects with its obligations in Article 8 or 9; provided, that, (x) the references in Section 5.10 to the 1998 Audited Financials and the 1999 Audited Financials shall instead be to the audited consolidated financial statements of the Company for the two most recently completed fiscal years (which have been included in the Company's Commission Documents), (y) references in Section 5.10 to the Interim Financials shall be deemed to also include a reference to the unaudited consolidated financial statements of the Company for each completed fiscal quarter ending September 30, March 31 and September 30 since the Initial Closing for which the Company has filed a quarterly report on Form 10-Q and (z) the Company shall deliver a supplemental schedule to the Purchaser updating the capitalization and material contracts (as to the first sentence thereof only) representations and warranties contained in Sections 5.16 and 5.26; provided, further, that the Company shall also satisfy and certify that the conditions contained in Sections 3.6, 3.8, 3.9, 3.10, 3.17 and 3.18 shall be satisfied as of the Closing Date in respect of the purchase of the Additional Sharescontinue unimpaired.

Purchase and Sale of Preferred Stock. (a) Subject to the terms and conditions herein set forth, the Company agrees that it will issue to the Purchaser, and the Purchaser agrees that it will acquire from the Company, at the Initial Closing, 10,000 50,000 shares of Preferred Stock (the "Initial Preferred Shares") for an aggregate purchase price of $10,000,000 50,000,000 (the "Initial Purchase Price"), in cash, by wire transfer of immediately available funds to an account designated by the Company in a notice delivered to the Purchaser no less than one day prior to the Closing Date. (b) The Purchaser (ior an Affiliate) The Company has the option of requiring the Purchaser (or, at the Purchaser's option, an Affiliate thereof) to acquire acquiring from time to time (in multiples of $5,000,0005,000,000 of Liquidation Preference) before January 15June 30, 2001 2000 up to 15,000 20,000 additional shares of Preferred Stock (the "Additional Option Shares") at a price of $1,000 per share. (ii) If the Company has equaled or exceeded the Acquisition Threshold on or before the first anniversary of the Initial Closing Date, the Purchaser shall have the one-time option (the "Purchaser Option") to elect, on or before the first anniversary of the Initial Closing, to acquire an additional 10,000 shares of Preferred Stock (such shares, together with the Additional Option Shares, the "Additional Shares") at a price of $1,000 per share; provided, however, that the total number of shares of Preferred Stock to be acquired by the Purchaser upon exercise of the Purchaser Option shall be reduced to the extent necessary so that the aggregate purchase price of the Initial Preferred Shares and the Additional Shares does not exceed $25,000,000; provided, further, that if the Company has not equaled or exceeded the Acquisition Threshold on or before the first anniversary of the Initial Closing Date, the Purchaser Option shall be extended until the second anniversary of the Initial Closing and may be exercised by the Purchaser until that time if the Acquisition Threshold is then equaled or exceeded. In addition, the Company shall give the Purchaser notice within 10 days of the closing of any acquisition occurring prior to the expiration of the Purchaser Option that is to be included when determining if the Acquisition Threshold has been equaled or exceeded. (iii) The Company shall give the Purchaser written notice of its election to sell Additional Shares pursuant to clause (b)(i) and the Purchaser shall give the Company written notice of its election to purchase Additional Shares pursuant to clause (b)(ii), as the case may be, on a date specified in such notice (which date shall be a Business Day occurring at least 10 Business Days after the date of such noticenotice and which date shall be extended, as necessary, to permit the Company and the Purchaser or its Affiliates to obtain any consents of Governmental Authorities or make any filings necessary to issue the Additional Shares or to comply with all Requirements of Law including the Securities Act, the Exchange Act and the HSR Act ). Such notice shall specify the number of Preferred Shares to be sold or purchased, as the case may be, and, if applicable, purchased and the name or names (with address) in which a certificate or certificates for the Additional Shares are to be issued. The purchase and sale Purchase of the Additional Shares shall, subject to the provisions contained in Section 2.4 in the event an HSR Filing is required, shall occur on the date specified in such notice (each, an "Additional Closing Date"). On each Additional Closing Date, the Company will issue to the Purchaser (or its Affiliate) the number of shares of Preferred Shares to be purchased on such date and the Purchaser shall deliver the purchase price therefore (the "Additional Purchase Price") in cash, by wire transfer of immediately available funds to an account designated by the Company in a notice delivered to the PurchaserPurchaser at least one day prior to the Additional Closing Date. On each Additional Closing Date, the Purchaser shall deliver to the Company a certificate signed by a General Partner stating that the representations and warranties contained in Article Section 6 are true and correct as if made as of such Additional Closing Date (unless such representations and warranties relate to matters only as of a particular date, in which case such representations and warranties shall be true and correct in all material respects as of such date) and the President or a Vice President of the Company shall deliver to the Purchaser a certificate stating that the representations and warranties contained in Article Section 5 are true and correct in all material respects as of such Additional Closing Date as if made as of such date (unless such representations and warranties relate to matters only as of a particular date in which case such representations and warranties shall be or, if any representation or warranty is not true and correct in all material respects as of such dateDate, providing information as to its accuracy in such representation or warranty) and the Company is in compliance in all material respects with its obligations in Article 8 or 9; provided, that, (x) the references in Section 5.10 to the 1998 Audited Financials and the 1999 Audited Financials shall instead be to the audited consolidated financial statements of the Company for the two most recently completed fiscal years (which have been included in the Company's Commission Documents), (y) references in Section 5.10 to the Interim Financials shall be deemed to also include a reference to the unaudited consolidated financial statements of the Company for each completed fiscal quarter ending September 30, March 31 and September 30 since the Initial Closing for which the Company has filed a quarterly report on Form 10-Q and (z) the Company shall deliver a supplemental schedule to the Purchaser updating the capitalization and material contracts (as to the first sentence thereof only) . If such representations and warranties contained are not true in Sections 5.16 and 5.26; providedall material respects on any Additional Closing Date, further, that the Company Purchaser (or its Affiliates) shall also satisfy and certify that the conditions contained in Sections 3.6, 3.8, 3.9, 3.10, 3.17 and 3.18 shall be satisfied as of the have no obligation to purchase any Additional Shares on such Additional Closing Date in respect of the purchase of the Additional SharesDate.

Purchase and Sale of Preferred Stock. 1.1 Authorization of Sale and Issuance of Series A Preferred Stock; Deliveries. (a) The Company shall adopt and file with the Secretary of State of the State of Pennsylvania on or before the date of the Initial Closing (as defined below) the Second Amended and Restated Articles of Incorporation of the Company in the form of Exhibit A attached to this Agreement (the “Certificate”). (b) Subject to the terms and conditions herein set forthof this Agreement, each Purchaser agrees to purchase at the applicable Closing (as defined below) and the Company agrees that it will to sell and issue to each Purchaser at that Closing, that number of shares of Series A Preferred Stock, $0.0001 par value per share (the Purchaser“Series A Preferred Stock”), and the required to be purchased by such Purchaser agrees that it will acquire from the Companypursuant to this Agreement, at the Initial Closing, 10,000 shares of Preferred Stock (the "Initial Preferred Shares") for an aggregate a purchase price of $10,000,000 1.50 per share (subject to appropriate adjustment in the "Initial event of any stock dividend, stock split, combination or similar recapitalization affecting such shares, the “Purchase Price"”), in cash, by wire transfer . The shares of immediately available funds to an account designated by the Company in a notice delivered Series A Preferred Stock issued and sold to the Purchaser no less than one day prior Purchasers pursuant to the Closing Date. this Agreement (b) (i) The Company has the option of requiring the Purchaser (or, at the Purchaser's option, an Affiliate thereof) to acquire from time to time (in multiples of $5,000,000) before January 15, 2001 up to 15,000 additional shares of Preferred Stock (the "Additional Option Shares") at a price of $1,000 per share. (ii) If the Company has equaled or exceeded the Acquisition Threshold on or before the first anniversary of including the Initial Closing Date, the Purchaser shall have the one-time option (the "Purchaser Option") to elect, on or before the first anniversary of the Initial Closing, to acquire an additional 10,000 shares of Preferred Stock (such shares, together with the Additional Option Shares, the "Additional Shares") at a price of $1,000 per share; provided, however, that the total number of shares of Preferred Stock to be acquired by the Purchaser upon exercise of the Purchaser Option shall be reduced to the extent necessary so that the aggregate purchase price of the Initial Preferred Shares and the Additional Milestone Shares does not exceed $25,000,000; provided, further, that if (as such terms are defined below)) shall be referred to in this Agreement as the Company has not equaled or exceeded the Acquisition Threshold on or before the first anniversary “Shares.” (c) Each closing of the Initial Closing Date, the Purchaser Option shall be extended until the second anniversary of the Initial Closing and may be exercised by the Purchaser until that time if the Acquisition Threshold is then equaled or exceeded. In addition, the Company shall give the Purchaser notice within 10 days of the closing of any acquisition occurring prior to the expiration of the Purchaser Option that is to be included when determining if the Acquisition Threshold has been equaled or exceeded. (iii) The Company shall give the Purchaser written notice of its election to sell Additional Shares pursuant to clause (b)(i) and the Purchaser shall give the Company written notice of its election to purchase Additional Shares pursuant to clause (b)(ii), as the case may be, on a date specified in such notice (which date shall be a Business Day occurring at least 10 Business Days after the date of such notice). Such notice shall specify the number of Preferred Shares to be sold or purchased, as the case may be, and, if applicable, the name or names (with address) in which a certificate or certificates for the Additional Shares are to be issued. The purchase and sale of Shares pursuant to this Agreement (each, a “Closing”) shall take place remotely via the Additional Shares shall, subject to the provisions contained in Section 2.4 in the event an HSR Filing is required, occur exchange of documents and signatures at 10:00 a.m. on the date specified in of the applicable Closing or at such notice (each, an "Additional Closing Date"). On each Additional Closing Date, place or time as shall be mutually agreed upon among the Company will issue to the Purchaser (or its Affiliate) the number of shares of Preferred Shares to be purchased on such date and the Purchaser shall deliver the purchase price therefore (the "Additional Purchase Price") in cash, by wire transfer of immediately available funds to an account designated by the Company in a notice delivered to the each Purchaser. On At each Additional Closing DateClosing, the Purchaser shall deliver to the Company a certificate signed by a General Partner stating that the representations and warranties contained in Article 6 are true and correct as if made as of such Additional Closing Date (unless such representations and warranties relate to matters only as of a particular date, in which case such representations and warranties shall be true and correct in all material respects as of such date) and the President or a Vice President of the Company shall deliver to the each Purchaser a certificate stating that representing the representations and warranties contained in Article 5 are true and correct in all material respects as Shares being purchased by such Purchaser at such Closing against payment of such Additional Closing Date as if made as of such date (unless such representations and warranties relate to matters only as of a particular date in which case such representations and warranties shall be true and correct in all material respects as of such date) and the Company is in compliance in all material respects with its obligations in Article 8 or 9; provided, that, (x) the references in Section 5.10 aggregate Purchase Price therefor by check payable to the 1998 Audited Financials and the 1999 Audited Financials shall instead be Company, by wire transfer to the audited consolidated financial statements of the Company for the two most recently completed fiscal years (which have been included in a bank account designated by the Company's Commission Documents), (y) references in Section 5.10 to the Interim Financials shall be deemed to also include a reference to the unaudited consolidated financial statements of the Company for each completed fiscal quarter ending September 30, March 31 and September 30 since the Initial Closing for which the Company has filed a quarterly report on Form 10-Q and (z) the Company shall deliver a supplemental schedule to the Purchaser updating the capitalization and material contracts (as to the first sentence thereof only) representations and warranties contained in Sections 5.16 and 5.26; provided, further, that the Company shall also satisfy and certify that the conditions contained in Sections 3.6, 3.8, 3.9, 3.10, 3.17 and 3.18 shall be satisfied as of the Closing Date in respect of the purchase of the Additional Shares.