Purchase and Sale of Series A Preferred Stock. Upon the following terms and conditions, Piedmont shall issue and sell to the Purchaser and the Purchaser shall purchase from Piedmont, Two Hundred Thousand (200,000) shares of Piedmont Series A Preferred Stock (the “Series A Preferred Shares”) The aggregate purchase price for the Preferred Shares shall be Four Hundred Seventy Nine Thousand Two Hundred Ninety Dollars ($479,290) (the “Purchase Price”) and paid pursuant to the terms of a promissory note, in substantially the form attached hereto as Exhibit A (the “Promissory Note”). The designation, rights, preferences and other terms and provisions of the Series A Preferred Stock are set forth in the Certificate of Designation attached hereto as Exhibit B (the “Certificate of Designation”). Piedmont and the Purchaser are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) and the safe harbor under Rule 506 of Regulation D (“Regulation D”) as promulgated by the United State Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”).
Purchase and Sale of Series A Preferred Stock. Subject to the terms and the conditions set forth herein, and in reliance upon the representations and warranties of the Company and an Investor set forth herein or in any certificate or other document delivered pursuant hereto, the Company shall issue, sell and deliver to such Investor, free and clear of all Liens (except as set forth in the Registration Rights Agreement and the Shareholders Agreement), and such Investor shall purchase (a) at the First Closing the number of Series A Preferred Shares set opposite such Investor’s name in the column labeled “Series A Preferred Shares to be purchased at the First Closing” in Appendix I from the Company at a purchase price of $3.7999696 per share and (b) at the Second Closing the number of Series A Preferred Shares set opposite such Investor’s name in the column labeled “Series A Preferred Shares to be purchased at the Second Closing” in Appendix I from the Company at a purchase price of $3.7999696 per share. The Series A Preferred Shares shall accrue dividends from the date of issuance.
Purchase and Sale of Series A Preferred Stock. 2.1 Purchase and Sale of Series A Preferred Stock. Subject to the terms set forth herein and in reliance upon the representations set forth below, the Company shall issue and sell to the Purchaser and the Purchaser shall purchase from the Company 48,095 shares of Series A Preferred Stock, for an aggregate purchase price of $50,500,000.00 (the "Purchase Price").
Purchase and Sale of Series A Preferred Stock. At the closing of the transactions contemplated by Section 2.2 of this Agreement (the "CLOSING"), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number of shares of Series A Preferred Stock (the "PREFERRED SHARES") set forth opposite on SCHEDULE A hereto, for an aggregate price in immediately available United States funds (the "PURCHASE PRICE") set forth on SCHEDULE A hereto. At the Closing (a) the Company shall deliver to the Purchaser a certificate or certificates representing the Preferred Shares being purchased by the Purchaser, and (b) the Purchaser will deliver to the Company the aggregate purchase price therefor by wire transfer of immediately available funds. The Purchaser agrees, so long as required by law, that the certificates representing the Preferred Shares and shares of Common Stock issuable upon conversion of the Purchaser's Preferred Shares shall bear a legend in substantially the following form: "The shares represented by this certificate are "restricted securities" as that term is defined in Rule 144 promulgated under the Securities Act of 1933, as amended (the "SECURITIES ACT"), and may not be offered, sold or otherwise transferred, pledged or hypothecated except in a transaction registered under the Securities Act or in a transaction exempt from such registration."
Purchase and Sale of Series A Preferred Stock. At the Closing (as --------------------------------------------- defined in Section 1.3), the Company will sell to you (each an "Investor" and together the "Investors"), and the Investors will purchase, an aggregate of 144,640 shares of the Company's Series A Convertible Preferred Stock, par value $.001 per share (the "Series A Preferred Stock"), at a price of $48.40 per share, for an aggregate purchase price of $7,000,576.00 payable as provided in Section 1.4. The Series A Preferred Stock shall have the rights, terms and privileges set forth in the Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") attached hereto as Exhibit A. The shares --------- of Series A Preferred Stock purchased pursuant to this Section 1.1 are sometimes referred to herein as the "Purchased Shares." The number of Purchased Shares to be sold by the Company to, and to be purchased by, each Investor is set forth in Schedule 1.1 attached hereto. ------------
Purchase and Sale of Series A Preferred Stock. Exhibit A attached to the Securities Purchase Agreement is hereby amended and restated in its entirety and attached herewith.
Purchase and Sale of Series A Preferred Stock. (a) Subject to the terms and conditions of this Agreement, on the closing of the Business Combination, [____] agrees to purchase from the Company, and the Company agrees to sell and issue to [____], ______ Shares at $1,000 per Share. To facilitate the issuance of shares in accordance with the provisions of this Agreement, the Company may round the number of Shares allocated to [____] up to the nearest whole number. The Company acknowledges that the Loan Amount shall be the only amounts that will be payable in full satisfaction of the purchase price for the Shares.
(b) As soon as practicable after the date of issuance of the Shares, the Company shall deliver to [____] a certificate representing _______ Shares against delivery to the Company by [____] of evidence of the cancellation of all amounts owing under the Notes.
Purchase and Sale of Series A Preferred Stock. In full satisfaction of the Vicis Debt, the parties hereto agree that, at Closing: (a) the Company shall pay $2,250,000 in cash to Vicis; (b) the Company shall execute and deliver to Vicis the New Subordinated Note; and (c) Vicis will convert the balance of the Vicis Debt, including all accrued interest through the Closing, as calculated in Exhibit C attached hereto, existing under the Prior Senior Note and DD Subordinated Note into shares of the Series A Preferred Stock at a conversion price of $1.00 per share (the “Acquired Shares”), as calculated in Exhibit C attached hereto. Any shares of Common Stock issuable upon conversion of the Series A Preferred Stock issued pursuant hereto to Vicis are herein referred to as the “Conversion Shares;” and the New Subordinated Note, the Acquired Shares and the Conversion Shares are collectively referred to herein as the “Securities.”
Purchase and Sale of Series A Preferred Stock. (a) Subject to the terms and conditions of this Agreement, each of the Investors agree to purchase from the Company, and the Company agrees to sell and issue to each of the Investors, at the Closing that number of Shares as is set forth opposite such Investor’s name on Schedule I at $1,000 per Share, with the aggregate amount to be paid by each Investor being as stated on Schedule I opposite such Investor’s name, in consideration for the cancellation of promissory notes issued by the Company to the Investors, in the principal amount set forth opposite such Investor’s name on Schedule I, pursuant to that certain Loan Agreement with bocm3-DSTLD-Senior Debt, LLC (the “Black Oak Capital”) dated March 10, 2017, and as amended on February 28, 2019 (together the “Loan Agreements”). To facilitate the issuance of shares in accordance with the provisions of this Agreement, the Company may round the number of Shares allocated to any Investor up to the nearest whole number. The Company’s agreements with each of the Investors are separate agreements, and the sale of the Shares to each of the Investors are separate sales. Investors agree that in no event will Investors in the aggregate convert in any calendar month more than the greater of (i) $500,000 of Shares (measure by the number of shares of common stock underlying the Shares to be converted multiplied by the then conversion price per Share) or (ii) Shares which underlying shares of common stock comprises more than 10% of the aggregate trading volume of the Company’s common stock as reported by Nasdaq.
(b) As soon as practicable after the date hereof, the Company shall deliver to each Investor purchasing Shares therein a certificate representing that number of the Shares set forth on Schedule I opposite the name of such Investor against delivery to the Company by the Investors of evidence of the cancellation of all amounts owing under the Loan Agreements.
Purchase and Sale of Series A Preferred Stock. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, up to two thousand (2,000) shares of the Company’s Series A Convertible Preferred Stock (the “Series A Shares”), par value $0.0001 per share and stated value of $7,500 per share, convertible into shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), in the amounts set forth opposite such Purchaser’s name on Exhibit A hereto. The designation, rights, preferences and other terms and provisions of the Series A Convertible Preferred Stock are set forth in the Certificate of Designation of the Relative Rights and Preferences of the Series A 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 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, each Purchaser shall be issued Series A-3 Warrants, in substantially the form attached hereto as Exhibit C (the "Warrants"), to purchase a number of shares of Common Stock equal to fifty percent (50%) of the number of Conversion Shares (as defined below) issuable upon conversion of such Purchaser’s Series A Shares at an exercise price per share equal to $0.40 and a term of five (5) years following issuance. The number of shares of Common Stock issuable upon exercise of the Warrants issuable to each Purchaser is set forth opposite such Purchaser’s name on Exhibit A attached hereto.
