Purchase and Sale of Series C Preferred Stock. Subject to the terms --------------------------------------------- and conditions set forth herein, the Company agrees to issue and sell to Purchaser, and Purchaser agrees that it will purchase from the Company at the Purchase Price, on the Closing Date, the Purchased Shares.

Purchase and Sale of Series C Preferred Stock. (a) The Company has adopted and filed with the Secretary of State of the State of Delaware prior to the date hereof, the Certificate of Designations to create the Series C Preferred Stock. (b) Subject to the terms and conditions of this Agreement, each of the Investors hereby purchases from the Company, and the Company hereby sells and issues to each of the Investors, that number of Shares as is set forth opposite such Investor’s name on Schedule I at a purchase price of $1,000 per Share, with the aggregate purchase price to be paid by each Investor being as stated on Schedule I opposite such Investor’s name, which purchase price is being paid by the Investor’s cancellation of indebtedness evidenced by a promissory note issued by the Company to the Investor, dated December 8, 2023, in the principal amount set forth opposite such Investor’s name on Schedule I (each, a “Note” and collectively, the “Notes”). 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.

Purchase and Sale of Series C Preferred Stock. 1.1 Sale and Issuance of Series C Preferred. The Company shall sell to WRC and WRC shall purchase from the Company, the number of shares of Series C Preferred set forth on Exhibit A in exchange for the payments set forth on Exhibit A and the rights granted to the Company pursuant to the License Agreement (the "License Agreement") attached hereto as Exhibit H, on the terms and subject to the conditions set forth in this Agreement. The shares of Series C Preferred sold to WRC are referred to as the "Shares."

Purchase and Sale of Series C Preferred Stock. Subject to the terms and conditions hereof, and in reliance upon the representations, warranties and agreements contained herein, at the closing of the transactions contemplated by this Agreement (the "Closing"), the Company shall issue and sell to each Purchaser, and each Purchaser shall purchase from the Company, the number of shares of Series C Preferred Stock set forth next to such Purchaser's name on Exhibit B hereto (the shares to be purchased by each Purchaser hereunder being hereinafter referred to as the "Shares") for the purchase price set forth next to such Purchaser's name on Exhibit B hereto (the purchase price to be paid by each Purchaser hereunder for the Shares being hereinafter referred to as the "Purchase Price"). At the Closing, the Company shall deliver to each Purchaser, against receipt of the Purchase Price, a certificate representing the Shares, which certificate each Purchaser agrees shall bear a legend in substantially the form specified below, it being agreed that the Company shall promptly remove such legend upon the satisfaction of the requirements set forth in clause (1) or (2) of such legend, to the extent appropriate: "The securities represented by this certificate have been acquired for investment only and have not been registered under the Georgia Securities Act of 1973, as amended (the "Georgia Act"), in reliance on the exemption contained in Section 9(13) of the Georgia Act, have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and have not been registered under any other applicable securities laws. Accordingly, the securities are "restricted securities" within the meaning of said laws. The securities may not be offered, sold, exchanged, pledged, hypothecated or otherwise disposed of in the absence of (1) a registration statement being then in effect under the Securities Act, the Georgia Act and/or any other applicable securities laws; or (2) an opinion of counsel to the shareholder (including any in-house counsel of the shareholder), which counsel must be, and the form and substance of which opinion are, reasonably satisfactory to the issuer, that the transaction is exempt from registration under said laws or is in compliance with said laws. The securities shall not be transferred upon the issuer's books and records except upon compliance with the foregoing. The issuer will furnish without charge to each shareholder who so requests the powers, designations, preferences and relative...

Purchase and Sale of Series C Preferred Stock. 1.1 AUTHORIZATION OF SERIES C PREFERRED STOCK. The Company has, or before the Initial Closing (as hereinafter defined) will have, authorized the issuance and sale of up to Five Million Eight Hundred Eighty-Two Thousand Three Hundred Fifty-Three (5,882,353) shares (the "Shares") of its Series C Preferred Stock, having the rights, restrictions, privileges and preferences as set forth in the Certificate of Designation attached to this Agreement as EXHIBIT B, as amended pursuant to a Certificate of Amendment to Restated Certificate of Incorporation in substantially the form of EXHIBIT F attached hereto.

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Purchase and Sale of Preferred Stock 1.1 Sale and Issuance of Series A Preferred Stock. --------------------------------------------- (a) The Company shall adopt and file with the Secretary of State of the State of Delaware on or before the Closing (as defined below) the Amended and Restated Certificate of Incorporation in the form attached hereto as Exhibit ------- B (the "Restated Certificate"). - -------------------- (b) Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase at the Closing and the Company agrees to sell and issue to each Purchaser at the Closing that number of shares of Series A Preferred Stock set forth opposite each such Purchaser's name on Exhibit A --------- attached hereto at a purchase price of $0.609 per share. The shares of Series A Preferred Stock issued to the Purchaser pursuant to this Agreement shall be hereinafter referred to as the "Stock." -----
Purchase and Sale of Preferred Shares (a) Subject to the terms and the conditions set forth herein, and in reliance upon the representations and warranties of the Company and the First Closing Investors set forth herein or in any certificate or other document delivered pursuant hereto, the Company issued, sold and delivered to each First Closing Investor, free and clear of all Liens (except as set forth in the Registration Rights Agreement and the Shareholders Agreement), and each First Closing Investor purchased at the First Closing, the number of Series A Preferred Shares set opposite such First Closing Investor’s name in the column labeled “Series A Preferred Shares purchased at the First Closing” on Appendix I-A from the Company at a purchase price of $3.7999696 per share. (b) Subject to the terms and the conditions set forth herein, and in reliance upon the representations and warranties of the Company and the Second Closing Investors set forth herein or in any certificate or other document delivered pursuant hereto, the Company shall issue, sell and deliver to each Second Closing Investor, free and clear of all Liens (except as set forth in the Registration Rights Agreement and the Shareholders Agreement), and each Second Closing Investor shall purchase at the Second Closing, the number of Series B Units set opposite such Second Closing Investor’s name in the column labeled “Series B Units to be purchased at the Second Closing” on Appendix I-B from the Company at a purchase price of $3.00 per Series B Unit, subject to the limitation set forth in Section 2.5 with respect to the Debenture Holder Investors. The Series B Preferred Shares shall accrue dividends from the date of issuance.
Purchase and Sale of Shares and Warrants Subject to the satisfaction (or waiver) of the conditions to Closing set forth in this Agreement and the Escrow Agreement, each Subscriber shall purchase the Shares and Warrants for the portion of the Purchase Price indicated on the signature page hereto, and the Company shall sell such Shares and Warrants to the Subscriber. The Purchase Price for the Shares and Warrants shall be paid in cash. The entire Purchase Price shall be allocated to the Shares.
Series A Preferred Stock On the terms and subject to the conditions set forth herein, as soon as practicable after the receipt of the approvals of the Board of Directors of the Company and the stockholders of the Company, including the holders of the Series A Preferred Stock, referred to in Paragraph 5, the Company will amend the terms of the Series A Preferred Stock so that, as amended, the Series A Preferred Stock will have only such rights, preferences and privileges set forth on Exhibit A hereto (as so amended, the "New Preferred Stock"). As set forth in Exhibit A hereto, the New Preferred Stock will offer the holders thereof the options set forth in subparagraphs (a)-(c) below, as such holder may elect. All references herein to the Series A Preferred Stock or the New Preferred Stock shall be deemed to include all rights to dividends or other distributions in respect of such Series A Preferred Stock or the New Preferred Stock. (a) OPTION 1 - CASH. The New Preferred Stock shall be exchangeable at the option of the holder thereof at any time prior to the date which is ten days after the Closing Date (as defined in Paragraph 5 below) for cash in amount equal to 50% of the face value of the New Preferred Stock plus all accrued but unpaid dividends on the Series A Preferred Stock, up to an aggregate amount of $6.4 million face value and accrued and unpaid dividends. If, in the judgment of the Board of Directors of the Company, the Company's financial condition and results of operations permit the Company to permit the exchange for cash of more than $6.4 million face value (plus accrued dividends) of the New Preferred Stock, the terms of the New Preferred Stock will permit the exchange for cash of up to $8.0 million face value (plus accrued and unpaid dividends) of the New Preferred Stock. To the extent that holders of Series A Preferred Stock desire to exchange in the aggregate a greater face value (plus accrued and unpaid dividends) of the New Preferred Stock than is permitted under the terms of the New Preferred Stock, New Preferred Stock will be accepted for exchange by the Company for cash on a pro rata basis based upon the aggregate face value (plus accrued and unpaid dividends) of the New Preferred Stock tendered for exchange.
Purchase and Sale of Shares 2.1.1. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, transfer and deliver to Buyer, free and clear of all Liens (other than Liens under the Securities Act and any other applicable state or foreign securities Laws), and Buyer shall purchase from Seller, all right, title and interest in and to the Shares.
Purchase and Sale of Common Shares Upon the following terms and subject to the conditions contained herein, the Company shall, on the date hereof, issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of ten million two hundred thousand shares of Common Stock (the "Common Shares"). As consideration, the Purchaser shall assume financial and operational responsibility of the Company and perform certain terms and conditions as detailed in an agreement between the Purchaser and the Company dated March 11, 2005.
Purchase and Sale of Common Stock Subject to the terms and conditions set forth herein, the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company, up to that number of Shares having an aggregate Purchase Price of Ten Million dollars ($10,000,000).
Series B Preferred Stock Section 1.2(d)......................... 5 Shares............................ Section 3.2(a).........................
Purchase and Sale of Shares Closing Subject to the terms and conditions of this Agreement, the Company agrees to sell to Purchaser at the Closing, and Purchaser agrees to purchase from the Company at the Closing, 10,000,000 shares of Common Stock (the “Shares”), at a price per share of $6.00 (the “Purchase Price”). Subject to the satisfaction or waiver of the covenants and conditions set forth in Sections 2.3 and 2.4, the Closing shall occur on the date hereof at the offices of Xxxxxxxx & Xxxxxxxx or such other location as the parties shall mutually agree.
Purchase and Sale of Convertible Debentures 6 2.2 Purchase and Sale; Purchase Price....................................6 2.2 Execution and Delivery of Documents; the Closing.....................6 2.3 The Post-Closing.....................................................7

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