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 a condition of Closing, Xxxxx Xxxxxxx shall deliver and be in compliance with (a) Upon the following terms and conditions of the subscription agreement in the form attached hereto as EXHIBIT B (the “Preferred Stock Subscription Agreement”)conditions, the Secured Promissory Note in Company shall issue and sell to 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”)Purchasers, and the Escrow Agreement in Purchasers shall purchase from the form as attached hereto as EXHIBIT E (the “Escrow Agreement”)Company, each for the purchase and sale shares of 700,000 shares Series A Preferred Stock of URM (each a “Preferred Share” and 500,000 shares of Series B Preferred Stock of URM (collectively the “URM Preferred Shares”) for and in consideration at a price per share of $125,000, 10,000.00 (the “Per Share Purchase Price”) for an aggregate purchase price of which up to Ten Million Dollars ($25,000 has been received by URM as a non-refundable deposit10,000,000) (the “Purchase Price”). Each Purchaser shall pay the portion of the Purchase Price set forth opposite its name on Exhibit A, as set forth in the Subscription Agreement, which amount shall same may be allocated and distributed in full at Closing for the satisfaction of any outstanding pre-Closing debts amended 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 supplemented from time to the holders of the Secured Promissory Notetime. The certificates of designation setting forth the respective powersdesignation, preferencesrights, limitations, restrictions preferences and relative rights other terms and provisions of the Series A Preferred Stock are set forth in the Certificate of Designation of the Relative Rights and Preferences of the Series A 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 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. (b) Upon the following terms and conditions without additional consideration, each of the Purchasers shall be issued 2,850 shares of Series E-1 Preferred (the “Series E-1 Shares”) for each Preferred Share purchased, as set forth opposite such Purchaser’s name on Exhibit A , provided, however, in lieu of Series E-1 Shares, 28,500 shares of the Company’s common stock shall be issued to the Purchasers in the Initial Closing (as defined in Section 1.2) (the “Common Shares”) for each Preferred Share purchased. The Preferred Shares and the Series B Preferred Stock E-1 Shares and/or Common Shares are attached hereto sometimes collectively referred to herein as EXHIBITS F and G, respectively, (the “URM Certificates of DesignationSecurities”) 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 C-1 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 Closing (as defined below) the Sixth Amended and Restated Certificate of Incorporation in the form attached hereto as EXHIBIT B Exhibit C (the “Restated Certificate”). (b) Subject to the terms and conditions of this Agreement, each Existing Investor agrees to purchase at the Closing and the Company agrees to sell and issue to each Existing Investor at the Closing that number of shares of Series C-1 Preferred Stock Subscription set forth opposite each such Existing Investor’s name on Exhibit A attached hereto, less the number of shares previously purchased by such Existing Investor from the 2010 Note Conversion and the Previous Drawdowns, at a purchase price of $2.67 per share. (c) Subject to the terms and conditions of this Agreement”, each New Investor agrees to purchase at the Closing and the Company agrees to sell and issue to each New Investor at the Closing that number of shares of Series C-1 Preferred Stock set forth opposite each such New Investor’s name on Exhibit B attached hereto at a purchase price of $2.67 per share. (d) The Company’s agreement with each of the Investors is a separate agreement, and the obligations of each Investor under this Agreement are several and not joint with any other Investor. Notwithstanding the foregoing, no Investor shall have any obligation hereunder to purchase its Series C-1 Preferred Stock unless all of the other Investors have previously purchased or also simultaneously purchase at the Closing the Series C-1 Preferred Stock set forth on Exhibit A and Exhibit B, as applicable. (e) This Agreement shall not in any way release or impair the rights, duties or obligations of the Company created pursuant to the Prior Agreement with respect to the representations and warranties of the Company with respect to the Additional Common Stock (as defined the Prior 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 release from escrow 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 Additional Common Stock and the Series B Preferred Stock are attached hereto as EXHIBITS F payment of reasonable fees and Gexpenses incurred by USRG Holdco 3D, respectively, (to the “URM Certificates of Designation”) extent in force and shall be duly filed with the State of Delaware on or effect prior to the Closing DateClosing, and all of such rights, duties and obligations are assumed, ratified and affirmed by the Company and the Prior Investors.

Purchase and Sale of Preferred Stock. As a condition 1.1 Sale and Issuance of Closing, Xxxxx Xxxxxxx shall deliver and be in compliance with the terms and conditions Series A-2 Preferred Stock. (a) The Company’s Board of the subscription agreement in the form attached hereto as EXHIBIT B Directors (the “Preferred Stock Subscription AgreementBoard of Directors”), 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”)) shall adopt, and the Escrow Agreement in Company shall file with the form as attached hereto as EXHIBIT E (the “Escrow Agreement”), each for the purchase and sale Secretary of 700,000 shares Series A Preferred Stock State 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 before the Closing (as defined below), the Second Amended and Restated Certificate of Designations, Preferences, and Relative Rights and Limitations of Series A Cumulative Redeemable Preferred Stock in the form of Exhibit A attached to this Agreement (the “Certificate of Designations”). (b) Subject to the Closing Dateterms and conditions of this Agreement, the Investor agrees to purchase at the Closing, and the Company agrees to sell and issue to the Investor at the Closing, 1,500,000 shares of Series A-2 Preferred Stock, $0.01 par value per share (the “Series A Preferred Stock”), at a purchase price of $20.00 per share. The shares of Series A Preferred Stock issued to the Investor pursuant to this Agreement (including any shares issued at the Closing) shall be referred to in this Agreement as the “Shares.” (c) Pursuant to Section 13 of the Amended and Restated Certificate of Designations, Preferences, and Relative Rights and Limitations of Series A Cumulative Redeemable Preferred Stock filed with the Delaware Secretary of State on October 14, 2016 (the “2016 Certificate of Designations”), Company and the Investor, in its capacity as holder of the Required Majority (as such term is defined in the 2016 Certificate of Designations), do each hereby approve the terms of and consent to the amendment and restatement of the 2016 Certificate of Designations in its entirety by the filing of the Certificate of Designations.

Purchase and Sale of Preferred Stock. As a condition of Closing, Xxxxx Xxxxxxx shall deliver and be in compliance with Upon the following terms and conditions conditions, the Company shall issue and sell to the Purchasers and each of the subscription agreement Purchasers shall purchase from the Company, the number of shares of the Company’s Series A Convertible Preferred Stock, par value $.01 per share (the “Preferred Shares”), at a purchase price of $30,000 per share, set forth opposite such Purchaser’s name on Exhibit A hereto. Upon the following terms and conditions, each of the Purchasers shall be issued Warrants, in substantially the form attached hereto as EXHIBIT Exhibit B (the “Preferred Stock Subscription AgreementWarrants”), to purchase the Secured Promissory Note in number of shares of the form as attached hereto as EXHIBIT C (the Secured Promissory Note”)Company’s Common Stock, the Security Agreement in the form as attached hereto as EXHIBIT D par value $.01 per share (the “Security AgreementCommon Stock”), ) set forth opposite such Purchaser’s name on Exhibit A hereto. The aggregate purchase price for the Preferred Shares and the Escrow Agreement in Warrants shall be $1,710,000. The designation, rights, preferences and other terms and provisions of the form as attached hereto as EXHIBIT E (the “Escrow Agreement”), each for the purchase and sale of 700,000 shares Series A Convertible 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 are set forth in the Subscription Agreement, which amount shall be allocated and distributed in full at Closing for the satisfaction Certificate of any outstanding pre-Closing debts or liabilities of URM and the retirement Designation 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 Relative Rights and relative rights Preferences of the Series A Convertible Preferred Stock and the Series B Preferred Stock are attached hereto as EXHIBITS F and G, respectively, Exhibit C (the “URM Certificates 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 shall be duly filed with Exchange Commission (the State “Commission”) under the Securities Act of Delaware on 1933, as amended (the “Securities Act”) or prior to Section 4(2) of the Closing DateSecurities Act.

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 shall deliver Series B-1 and be Series B-2 Preferred Stock. (a) The Company has adopted and concurrently herewith filed with the Secretary of State of the State of California the Certificate of Determination in compliance with the form of Exhibit A (the “Certificate of Determination”). (b) Subject to the terms and conditions of the subscription agreement in the form attached hereto as EXHIBIT B (the “Preferred Stock Subscription this 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”), Purchaser hereby agrees to purchase and the Escrow Agreement in Company agrees to sell and issue to the form as attached hereto as EXHIBIT E Purchaser, forty eight thousand one hundred fifty eight (the “Escrow Agreement”), each for the purchase and sale of 700,000 shares Series A Preferred Stock of URM and 500,000 48,158) shares of newly designated Series B B-1 Preferred Stock of URM (collectively the “URM Preferred Shares”) for Stock, par value $0.001 per share, with such terms and in consideration of $125,000, of which $25,000 has been received by URM conditions as a non-refundable deposit, as are set forth in the Subscription Certificate of Determination (the “Series B-1 Preferred Stock”) at a purchase price of $1.137505 per share. (c) Subject to the terms and conditions of this 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 Purchaser hereby agrees to purchase and the retirement Company agrees to sell and issue to the Purchaser eight hundred thirty thousand, nine hundred fifty-nine (830,959) shares of newly designated Series B-2 Preferred Stock, par value $0.001 per share, with such terms and conditions as are set forth in the URM Cancelled Shares Certificate of Determination (the “Series B-2 Preferred Stock”) at a purchase price of $1.137505 per share, such Series B-2 Preferred Stock to be issued to the Purchaser promptly following such time as determined by the current Company receives the requisite approval from the shareholders of Company to (a) increase the number of authorized shares of Common Stock to permit the conversion of all outstanding Series B-2 Preferred Stock, and (b) provide for such additional shares of authorized Common Stock as the Board of Directors of URM. In addition, at Closing interests in the Security Company shall determine is necessary or appropriate (the “Condition Precedent to the Series B-2 Issuance”). (d) The shares of Series B-1 Preferred Stock and Series B-2 Preferred Stock issued to the Purchaser pursuant to this Agreement shall be assigned pro rata referred 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 in this Agreement as EXHIBITS F and G, respectively, (the “URM Certificates of DesignationShares.”) 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 of Closing, Xxxxx Xxxxxxx shall deliver and be in compliance with (a) Upon the following terms and conditions of the subscription agreement in the form attached hereto as EXHIBIT B (the “Preferred Stock Subscription Agreement”)conditions, the Secured Promissory Note in Company shall issue and sell to 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”)Purchasers, and the Escrow Agreement in Purchasers shall purchase from the form as attached hereto as EXHIBIT E (the “Escrow Agreement”)Company, 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 (each a “Preferred Share” and collectively the “URM Preferred Shares”) at a price per share of $10,000.00 (the “Per Share Purchase Price”) for an aggregate purchase price of up to Ten Million Dollars ($10,000,000) (the “Purchase Price”). Each Purchaser shall pay the portion of the Purchase Price set forth opposite its name on Exhibit A hereto as the same may be amended or supplemented from time to time. 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 consideration 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. (b) Upon the following terms and conditions without additional consideration, each of the Purchasers shall be issued 60,000 shares of the Company’s common stock, par value $125,000, of which $25,000 has been received by URM as a non-refundable deposit.001 per share (the “Common Shares”) for each Preferred Share purchased, as set forth in the Subscription Agreementopposite such Purchaser’s name on Exhibit A hereto. The Preferred Shares, 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 Common Shares are sometimes collectively referred to herein 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 DesignationSecurities.”) 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 B Preferred Stock. (a) The Company shall deliver adopt and be file with the Secretary of State of the State of Delaware on or before the First Closing (as defined below) the Second Amended and Restated Certificate of Incorporation in compliance with the form of Exhibit B attached to this Agreement (the “Restated Certificate”). (b) Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase at each Closing (as defined below) and the subscription agreement in Company agrees to sell and issue to each Purchaser at the form attached hereto as EXHIBIT B Closing that number of shares of Series B-1 Convertible Preferred Stock, par value $0.001 (the “Series B-1 Preferred Stock Subscription AgreementStock”), the Secured Promissory Note in the form as attached hereto as EXHIBIT C (the Secured Promissory Note”)or Series B-2 Convertible Preferred Stock, the Security Agreement in the form as attached hereto as EXHIBIT D par value $0.001 (the “Security Agreement”), Series B-2 Preferred” and together with the Escrow Agreement in the form as attached hereto as EXHIBIT E (Series B-1 Preferred Stock the “Escrow AgreementSeries B Preferred Stock”)) set forth opposite each Purchasers name on Exhibit A, each for the at a purchase and sale price of 700,000 shares $1.00 per share of Series A B-1 Preferred Stock and at the Second Closing Purchase Price per share of URM and 500,000 Series B-2 Preferred Stock. The shares of Series B Preferred Stock of URM issued to the Purchasers pursuant to this Agreement (collectively including any shares issued at the First Closing (the “URM Preferred Initial Shares”) for and in consideration of $125,000, of which $25,000 has been received by URM any Milestone Shares (as a non-refundable deposit, as set forth in the Subscription Agreement, which amount defined below) shall be allocated and distributed referred to 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 this Agreement 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 DesignationShares.”) and shall be duly filed with the State of Delaware on or prior to the Closing Date.