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

Purchase and Sale of Preferred Stock. As a condition of Closing, Xxxxx Xxxxxxx shall deliver and be in compliance with the terms and conditions of the subscription agreement in the form attached hereto as EXHIBIT B (the “Preferred Stock Subscription Agreement”), the Secured Promissory Note in the form as attached hereto as EXHIBIT C (the Secured Promissory Note”), the Security Agreement in the form as attached hereto as EXHIBIT D (the “Security Agreement”), and the Escrow Agreement in the form as attached hereto as EXHIBIT E (the “Escrow Agreement”), each for the purchase and sale of 700,000 shares Series A Preferred Stock of URM and 500,000 shares of Series B Preferred Stock of URM (collectively the “URM Preferred Shares”) for and in consideration of $125,000, of which $25,000 has been received by URM as a non-refundable deposit, as set forth in the Subscription Agreement, which amount shall be allocated and distributed in full at Closing for the satisfaction of any outstanding pre-Closing debts or liabilities of URM and the retirement of the URM Cancelled Shares as determined by the current Board of Directors of URM. In addition, at Closing interests in the Security Agreement shall be assigned pro rata to the holders of the Secured Promissory Note. The certificates of designation setting forth the respective powers, preferences, limitations, restrictions and relative rights of the Series A Preferred Stock and the Series B Preferred Stock are attached hereto as EXHIBITS F and G, respectively, (the “URM Certificates of Designation”) and shall be duly filed with the State of Delaware on or prior to the Closing Date.

Purchase and Sale of Preferred Stock. As 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 condition purchase price of Closing$25,000 per share, Xxxxx Xxxxxxx set forth opposite such Purchaser’s name on Exhibit A hereto. Upon the following terms and conditions, each of the Purchasers shall be issued Series B Warrants, in substantially the form attached hereto as Exhibit B (the “Series B Warrants”), Series C Warrants, in substantially the form attached hereto as Exhibit C (the "Series C Warrants"), Series D Warrants, in substantially the form attached hereto as Exhibit D (the "Series D Warrants"), and Series E Warrants, in substantially the form attached hereto as Exhibit E (the “Series E Warrants” and, together with the Series B Warrants, Series C Warrants and the Series D Warrants, the “Warrants”), to purchase the number of shares of the Company’s Common Stock, par value $.001 per share (the “Common Stock”) set forth opposite such Purchaser’s name on Exhibit A hereto. The aggregate purchase price for the Preferred Shares and the Warrants shall be $2,500,000. 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 F (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. Each Purchaser shall have the option to purchase from the Company, and the Company shall issue and sell to each such Purchaser who exercises such option such Purchaser’s pro rata share of thirty (30) Preferred Shares (the “Purchaser Option”) set forth opposite such Purchaser’s name on Exhibit A hereto. The Purchaser Option shall expire ninety (90) days following the effective date of the registration statement under the Securities Act providing for the resale of the Conversion Shares (as defined below) and the Warrant Shares (as defined below). Each Purchaser exercising the Purchaser Option shall deliver and be in compliance with to the terms and conditions of the subscription agreement Company an Exercise Form in the form attached hereto as EXHIBIT B Exhibit G. Within five (5) days of receipt of such Exercise Form, the Company shall deliver to the Purchaser exercising such Purchaser Option a preferred stock certificate evidencing the number of Preferred Shares purchased pursuant to the Purchaser Option (the “Preferred Stock Subscription AgreementOption Shares”), the Secured Promissory Note in the form as attached hereto as EXHIBIT C (the Secured Promissory Note”), the Security Agreement in the form as attached hereto as EXHIBIT D (the “Security Agreement”), and the Escrow Agreement in the form as attached hereto as EXHIBIT E (the “Escrow Agreement”), each for the purchase and sale of 700,000 shares Series A Preferred Stock of URM and 500,000 shares of Series B Preferred Stock of URM (collectively the “URM Preferred Shares”) for and in consideration of $125,000, of which $25,000 has been received by URM as a non-refundable deposit, as set forth in the Subscription Agreement, which amount shall be allocated and distributed in full at Closing for the satisfaction of any outstanding pre-Closing debts or liabilities of URM and the retirement of the URM Cancelled Shares as determined by the current Board of Directors of URM. In addition, at Closing interests in the Security Agreement shall be assigned pro rata to the holders of the Secured Promissory Note. The certificates of designation setting forth the respective powers, preferences, limitations, restrictions and relative rights of the Series A Preferred Stock and the Series B Preferred Stock are attached hereto as EXHIBITS F and G, respectively, (the “URM Certificates of Designation”) and shall be duly filed with the State of Delaware on or prior to the Closing Date.

Purchase and Sale of Preferred Stock. As a condition 1.1 Sale and Issuance of Closing, Xxxxx Xxxxxxx Series A Preferred Stock. (a) The Company shall deliver adopt and be in compliance file with the terms and conditions Secretary of State of the subscription agreement State of Delaware on or before the Initial Closing (as defined below) the Amended and Restated Certificate of Incorporation in the form of Exhibit B attached hereto as EXHIBIT B to this Agreement (the “Preferred Stock Subscription AgreementRestated Certificate”). (b) On or prior to the Initial Closing, the Secured Promissory Note in Company shall have authorized (i) the form as attached hereto as EXHIBIT C (sale and issuance to the Secured Promissory Note”), the Security Investors pursuant to this Agreement in the form as attached hereto as EXHIBIT D of up to 7,080,000 shares (the “Security AgreementShares”) of its Series A Preferred Stock, $0.0001 par value per share (the “Series A Preferred Stock”), and (ii) the Escrow Agreement in issuance of the form as attached hereto as EXHIBIT E shares of the Company’s Common Stock, $0.0001 par value per share (the “Escrow AgreementCommon Stock”), each for to be issued upon conversion of the purchase and sale of 700,000 shares Series A Preferred Stock of URM and 500,000 shares of Series B Preferred Stock of URM Shares (collectively the “URM Preferred Conversion Shares”) for and in consideration of $125,000, of which $25,000 has been received by URM as a non-refundable deposit, as set forth in the Subscription Agreement, which amount shall be allocated and distributed in full at Closing for the satisfaction of any outstanding pre-Closing debts or liabilities of URM and the retirement ). As of the URM Cancelled Shares as determined by the current Board of Directors of URM. In additionInitial Closing, at Closing interests in the Security Agreement shall be assigned pro rata to the holders of the Secured Promissory Note. The certificates of designation setting forth the respective powers, preferences, limitations, restrictions and relative rights of the Series A Preferred Stock and the Common Stock shall have the rights, privileges, and restrictions set forth in the Restated Certificate. (c) Subject to the terms and conditions of this Agreement, each Investor agrees, severally and not jointly, to purchase at the applicable Closing, and the Company agrees to sell and issue to each Investor at such Closing, that number of Shares of Series B A Preferred Stock are set forth opposite each such Investor’s name on Exhibit A attached hereto as EXHIBITS F and G, respectively, (under the column entitled “URM Certificates Cash Paid at Closing” with respect to such Closing at a purchase price of Designation”) and shall be duly filed with the State of Delaware on or prior to the Closing Date.$1.44134 per Share. 1.2