Common use of Purchase and Sale of Shares and Warrants Clause in Contracts

Purchase and Sale of Shares and Warrants. (a) Sale and Issuance of the Series D+ Preferred Shares and Series D+ Warrants (i) Subject to the terms and conditions of this Agreement, at the Closing (as defined below), each Investor (other than the RMB Investors) agrees to, severally and not jointly, subscribe for and purchase, and the Company agrees to issue and sell to such Investor, at the Closing (as defined below) with respect to such Investor, that number and class of Preferred Shares (collectively, the “Sale Shares” of such Investor) set forth opposite such Investor’s name under the headings of “Number of Shares to be Purchased” and “Class of Shares” respectively on Schedule II attached hereto, at an aggregate purchase price set forth opposite such Investor’s name under the heading of “Aggregate Purchase Price” on Schedule II attached hereto, which shall be paid by such Investor to the Company in accordance with Section 2(b)(iii). The aggregate purchase price payable by an Investor with respect to all Sale Shares of such Investor is referred to as the “Purchase Price” of such Investor. (ii) Subject to the terms and conditions of this Agreement, at the Closing, each RMB Investor agrees to, subscribe for and purchase, and the Company agrees to issue and sell to such RMB Investor, certain warrant in substantially the form attached hereto as Exhibit B (the “Series D+ Warrant” of such RMB Investor), which entitles such RMB Investor to purchase up to either (x) that number and class of Preferred Shares set forth opposite such RMB Investor’s name under the headings of “Number of Shares to be Purchased” and “Class of Shares” respectively on Schedule II attached hereto, if the Series D+ Warrant of such RMB Investor is exercised before closing of the Company’s IPO or (y) If the Series D+ Warrant of such RMB Investor is exercised after closing of the Company’s IPO, that number of Conversion Shares that would have been converted from the Preferred Shares described in the foregoing sub-section (x) pursuant to the Memorandum and Articles had such RMB Investor exercised its Series D+ Warrant immediately before closing of the Company’s IPO, at an aggregate purchase price as determined pursuant to the terms and conditions of such Series D+ Warrant.

Purchase and Sale of Shares and Warrants. (a) Sale and Issuance of the Series D+ Preferred Shares and Series D+ Warrants (i) Subject to On the terms and subject to the conditions of this Agreement, at the Closing (as defined below), each Investor (other than the RMB Investors) agrees to, severally and not jointly, subscribe for and purchase, and the Company hereby agrees to issue to the Purchaser and sell the Purchaser hereby agrees to such Investoracquire from the Company, up to an aggregate of 21,428,571 shares of the Company’s Series B-1 Preference Shares (the “Shares” or “Series B-1 Shares”) at a price of USD $1.40 per share (the “Purchase Price”) as respectively set forth on Exhibit A-1. The Company is also issuing to Key Gate warrants to purchase up to 4,421,768 Series B-1 Shares (subject to adjustment) or, at the Closing holder’s sole option, shares of the class and series of Preference Shares issued by the Company to investors in the Company’s next round of equity financing (the “Next Financing”) that occurs following the Series B-1 financing and prior to the expiration of such warrants, as defined belowthe case may be, of which 2,380,952 warrants (subject to adjustment) with respect shall have an initial exercise price of USD $2.10 (subject to such Investor, that number adjustment) and class 2,040,816 warrants (subject to adjustment) shall have an initial exercise price of Preferred Shares USD $2.45 (subject to adjustment) (collectively, the “Sale Shares” of such Investor) set forth opposite such Investor’s name under the headings of “Number of Shares to be Purchased” and “Class of Shares” respectively on Schedule II attached heretoWarrants”), at an aggregate purchase price set forth opposite such Investor’s name under the heading of “Aggregate Purchase Price” on Schedule II attached hereto, which shall be paid by such Investor to the Company in accordance with Section 2(b)(iii). The aggregate purchase price payable by an Investor with respect to all Sale Shares of such Investor is referred to as the “Purchase Price” of such Investor. (ii) Subject to the terms and conditions of this Agreement, at the Closing, each RMB Investor agrees to, subscribe for and purchase, and the Company agrees to issue and sell to such RMB Investor, certain warrant in substantially the form attached hereto as Exhibit B B. On or prior to the Closing (as defined in Section 2(a) below), the Company shall have authorized (a) the sale and issuance to the Purchaser of the Shares, (b) the sale and issuance of the Warrants for the purchase of up to 4,421,768 Series B-1 Shares (subject to adjustment) or shares of the class and series of Preference Shares issued by the Company to investors in the Next Financing, as the case may be (the “Series D+ Warrant” Warrant Shares”), and (c) the issuance of such RMB InvestorOrdinary Shares (as defined in Section 4(d) below) to be issued upon conversion of the Shares and the Warrant Shares (the “Conversion Shares”). The Shares and the Conversion Shares shall have the rights, which entitles such RMB Investor to purchase up to either (x) that number preferences, privileges and class of Preferred Shares restrictions set forth opposite such RMB Investor’s name under in the headings Fifth Amended and Restated Memorandum of Association of the Company (the “Number Amended Memorandum”) and the Fifth Amended and Restated Articles of Shares to be Purchased” and Association (the “Class of Shares” respectively on Schedule II attached hereto, if the Series D+ Warrant of such RMB Investor is exercised before closing Amended Articles”) of the Company’s IPO or (y) If the Series D+ Warrant of such RMB Investor is exercised after closing of the Company’s IPO, that number of Conversion Shares that would have been converted from the Preferred Shares described in the foregoing sub-section (x) pursuant to the Memorandum forms attached hereto as Exhibit C-1 and Articles had such RMB Investor exercised its Series D+ Warrant immediately before closing of the Company’s IPOExhibit C-2, at an aggregate purchase price as determined pursuant to the terms and conditions of such Series D+ Warrantrespectively.

Purchase and Sale of Shares and Warrants. On the Closing Dates, in the manner set forth in this Section 2, upon the terms set forth in this Agreement, and in reliance on the representations and warranties contained herein, Seller will sell, transfer and deliver to Buyers, and Buyers will purchase from Seller, up to 5,000,000 Shares and the Initial Warrants for an aggregate purchase price (the "Purchase Price") of up to $5,000,000, in all cases free and clear of all interests, liens, charges, encumbrances, equities, claims, assessments and options of whatever nature; except with respect to the Warrants, for the exercise price of the Warrants as detailed herein: (a) Sale and Issuance of On the Series D+ Preferred Shares and Series D+ WarrantsFirst Closing Date, as a condition precedent to such closing, (i) Subject Seller shall deliver to Buyers the terms and conditions of this Agreement, at the Closing following: (as defined below), each Investor (other than the RMB InvestorsA) agrees to, severally and not jointly, subscribe for and purchase, and the Company agrees to issue and sell to such Investor, at the Closing (as defined below) with respect to such Investor, that number and class of Preferred Shares (collectively, the “Sale Shares” of such Investor) set forth opposite such Investor’s name under the headings of “Number of Shares to be Purchased” and “Class of Shares” respectively on Schedule II attached hereto, at stock certificates representing an aggregate purchase price set forth opposite of 1,450,000 Shares in such Investor’s name under names and denominations as Buyers shall jointly instruct Seller; (B) the heading Initial Warrants in such names and denominations as Buyers shall jointly instruct Seller; (C) an opinion of “Aggregate Purchase Price” on Schedule II attached Seller's counsel substantially in the form of Exhibit C hereto, which shall be paid by such Investor to the Company in accordance with Section 2(b)(iii). The aggregate purchase price payable by an Investor with respect to all Sale Shares of such Investor is referred to as the “Purchase Price” of such Investor.; (ii) Subject Seller shall deliver to an escrow agent to be selected by Seller with the terms advice and conditions consent of this Agreement, at the Closing, each RMB Investor agrees to, subscribe for and purchase, and the Company agrees to issue and sell to such RMB Investor, certain warrant in substantially the form attached hereto as Exhibit B Buyers (the “Series D+ Warrant” of such RMB Investor"Escrow Agent"), which entitles such RMB Investor Additional Warrants entitling Buyers (under certain circumstances) to purchase up to either 145,000 Shares on the same terms as the Initial Warrants; and (xiii) Buyers shall deliver to Seller the following: (A) officers' certificates substantially in the form of Exhibit D hereto; (B) a certified check or wire transfer in the amount of $1,450,000. (b) On the Second Closing Date, as a condition precedent to such closing, (i) Seller shall deliver to Buyers the following: (A) stock certificates representing an aggregate of 550,000 Shares in such names and denominations as Buyers shall jointly instruct Seller; (B) an opinion of Seller's counsel substantially in the form of Exhibit C hereto; (ii) Seller shall deliver to the Escrow Agent, Additional Warrants entitling Buyers (under certain circumstances) to purchase up to 55,000 Shares on the same terms as the Initial Warrants; and (iii) Buyers shall deliver to Seller the following: (A) officers' certificates substantially in the form of Exhibit D hereto; (B) a certified check or wire transfer in the amount of $550,000. (c) On the Third Closing Date, provided that the number and class of Preferred Shares set forth opposite such RMB Investor’s name under the headings of “Number of Shares authorized for issuance by Seller has been sufficiently increased at the Shareholders Meeting, as a condition precedent to be Purchased” such closing, (i) Seller shall deliver to Buyers the following: (A) stock certificates representing 3,000,000 Shares in such names and “Class denominations as Buyers shall jointly instruct Seller; (B) an opinion of Shares” respectively on Schedule II attached hereto, if the Series D+ Warrant of such RMB Investor is exercised before closing of the Company’s IPO or (y) If the Series D+ Warrant of such RMB Investor is exercised after closing of the Company’s IPO, that number of Conversion Shares that would have been converted from the Preferred Shares described Seller's counsel substantially in the foregoing sub-section form of Exhibit C hereto; (xii) pursuant Seller shall deliver to the Memorandum and Articles had such RMB Investor exercised its Series D+ Warrant immediately before closing Escrow Agent, Additional Warrants entitling Buyers (under certain circumstances) to purchase up to 300,000 Shares on the same terms as the Initial Warrants; and (iii) Buyers shall deliver to Seller the following: (A) officers' certificates substantially in the form of Exhibit D hereto; (B) a certified check or wire transfer in the Company’s IPO, at an aggregate purchase price as determined pursuant to the terms and conditions amount of such Series D+ Warrant$3,000,000.

Purchase and Sale of Shares and Warrants. (a) Sale and Issuance of the Series D+ Preferred Shares and Series D+ Warrants (i) Subject to the terms and conditions of this Agreementhereof, at the Closing (as defined below)identified in Section 2(a) hereof, each Investor (other than the RMB Investors) agrees to, severally and not jointly, subscribe for and purchase, and the Company agrees to shall issue and sell to such Investoreach Purchaser, at and each Purchaser shall purchase from the Closing (as defined below) with respect to such Investor, that number and class of Preferred Shares (collectivelyCompany, the “Sale number of shares (the Shares” ) of such Investorcommon stock, no par value, of the Company (the Common Stock) set forth opposite such Investor’s Purchaser s name under the headings of “Number of Shares to be Purchased” and “Class of Shares” respectively on Schedule II attached A hereto, at an aggregate purchase for a price set forth opposite such Investor’s name under per share equal to $2.26 (the heading of “Aggregate Purchase Share Price” on Schedule II attached hereto), which shall be paid by such Investor Share Price is equal a twenty five percent (25%) discount to the Company in accordance with Section 2(b)(iii). The aggregate purchase average closing price payable by an Investor with respect to all Sale Shares per share of such Investor is referred to as the “Purchase Price” of such InvestorCommon Stock for the thirty (30) consecutive trading days immediately preceding the date hereof. (iib) Subject In addition to the foregoing and subject to the terms and conditions hereof, at the Closing identified in Section 2(a) hereof, the Company shall issue to each Purchaser warrants to purchase shares of this AgreementCommon Stock (the Warrants), in substantially the form of Exhibit A annexed hereto, which Warrants shall expire on the third anniversary of the date hereof (the Expiration Date). Of the total Warrants to be issued to each such Purchaser at the Closing, such Warrants shall be divided into and issued as three separate Warrants, each RMB Investor agrees to, subscribe for and purchase, and of which shall entitle the Company agrees holder thereof to issue and sell to such RMB Investor, certain warrant in substantially the form attached hereto as Exhibit B (the “Series D+ Warrant” of such RMB Investor), which entitles such RMB Investor to purchase purchaser up to either (x) that one-third of the total number and class of Preferred Shares set forth opposite such RMB Investor’s Purchaser s name under on Schedule A hereto. The exercise price for each of the headings of “Number of Shares three Warrants to be Purchased” and “Class of Shares” respectively on Schedule II attached hereto, if issued to a Purchaser shall be as follows: (i) the Series D+ Warrant of such RMB Investor is exercised before first Warrants to be issued at the Closing shall have an exercise price equal to $1.00 above (x) the average closing price per share of the Company’s IPO Common Stock for the thirty (30) consecutive trading days immediately preceding the date hereof (the Average Price) or (y) If the Series D+ Warrant of such RMB Investor is exercised after closing price per share of the Company’s IPOCommon Stock on the date immediately preceding the date hereof (the Closing Price), that number whichever is higher; (ii) the second Warrants to be issued at the Closing shall have an exercise price equal to $2.00 above the above the greater of Conversion Shares that would have been converted from the Preferred Shares described in the foregoing sub-section (x) pursuant the Average Price or (y) the Closing Price, whichever is higher; and (iii) the third Warrants to be issued at the Memorandum Closing shall have an exercise price equal to $3.00 above the above the greater of (x) the Average Price or (y) the Closing Price, whichever is higher. The foregoing notwithstanding, in the event that there are any unexercised Warrants outstanding on the Expiration Date and Articles had the exercise price for such RMB Investor exercised its Series D+ Warrant immediately before Warrants exceeds the closing price per share of the Company’s IPOCommon Stock on the trading day immediately preceding the Expiration Date, at the Company will agree to extend the term of such Warrants for an aggregate additional one-year from the Expiration Date. (c) The purchase price as determined and sale of the Shares and the Warrants pursuant to the terms hereof will be made in reliance upon the provisions of Section 4(2) of the Securities Act of 1933, as amended (the Securities Act), Regulation D promulgated thereunder by the United States Securities and conditions Exchange Commission (the SEC), or such other exemptions from the registration requirements of such Series D+ Warrantthe Securities Act as may be available with respect to the investment in the Shares and the Warrants to be made hereunder.

Purchase and Sale of Shares and Warrants. (a) Sale and Issuance The Shares are being sold to the Purchasers at a price of $[•] per share. Purchasers will receive a Warrant to purchase one Warrant Share for every two shares of Common Stock that they purchase in the Offering. No additional consideration is being paid for the issuance of the Series D+ Preferred Warrants being issued in connection with the Shares. The purchases of the Shares by the Purchasers shall be evidenced by the execution of Subscription Agreements by each of the Purchasers and Series D+ Warrantsthe Issuer. The issuance of the Warrants to the Purchasers shall be evidenced by the delivery of Warrants to each of the Purchasers by the Issuer. (ib) Subject Prior to or concurrently with the terms execution and conditions delivery of this Agreement, at the Issuer, the Placement Agent and Bank of New York Mellon, as escrow agent (the “Escrow Agent”), shall enter into an escrow agreement (the “Escrow Agreement”), pursuant to which an escrow account (the “Escrow Account”) will be established for the benefit of the Issuer and the Purchasers. Prior to the Closing (as defined below)Date, each Investor Purchaser shall deposit into the Escrow Account an amount equal to the product of (other than x) the RMB Investors) agrees to, severally and not jointly, subscribe for and purchasenumber of Shares such Purchaser has agreed to purchase pursuant to the Subscription Agreement, and (y) the Company agrees to issue and sell to such Investor, at purchase price per Share set forth in the Closing Subscription Agreement (as defined below) with respect to such Investor, that number and class of Preferred Shares (collectively, the “Sale Shares” of such Investor) set forth opposite such Investor’s name under the headings of “Number of Shares to be Purchased” and “Class of Shares” respectively on Schedule II attached hereto, at an aggregate purchase price set forth opposite such Investor’s name under the heading of “Aggregate Purchase Price” on Schedule II attached hereto, which shall be paid by such Investor to the Company in accordance with Section 2(b)(iiiAmount”). The aggregate purchase price payable of the Purchase Amounts paid by an Investor with respect the Purchasers pursuant to all Sale Shares of such Investor the Subscription Agreements is referred to herein as the “Purchase Price” of such InvestorEscrow Funds”. (iic) Subject The time and date of the closing and delivery of the documents required to be delivered to the terms Placement Agent hereunder shall be at 9:00 a.m., New York City time, on [—], 2012 (the “Closing Date”), at the office of Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, 000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000, or at such other time or on such other date as may be agreed upon in writing by the Issuer and conditions the Placement Agent, provided, however, that in no event shall the Closing Date be prior to the date on which the Escrow Agent shall have received all of the Escrow Funds. (d) On the Closing Date, the Escrow Agent will disburse the Escrow Funds to the Issuer and the Placement Agent as provided in the Escrow Agreement and the Issuer shall cause its transfer agent to deliver the Shares purchased by such Purchasers and shall deliver (or cause to be delivered) the Warrants purchased by such Purchasers. The Shares shall be delivered through the facilities of The Depository Trust Company, to such persons, and shall be registered in such name or names and shall be in such denominations, as the Placement Agent may request at least one business day before the Closing Date. For purposes of this Agreement, at “business day” means a day on which banks in The City of New York are open for business and are not permitted by law or executive order to be closed. The cost of original issue tax stamps and other transfer taxes, if any, in connection with the Closing, each RMB Investor agrees to, subscribe for issuance and purchase, delivery of the Shares and the Company agrees Warrants by the Issuer to issue the respective Purchasers shall be borne by the Issuer. (e) No Shares which the Issuer has agreed to sell pursuant to this Agreement and sell the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Issuer, until such RMB Investor, certain warrant in substantially Shares (and the form attached hereto as Exhibit B (related Warrants) shall have been delivered to the “Series D+ Warrant” of Purchaser thereof against payment by such RMB Investor), which entitles such RMB Investor to purchase up to either (x) that number and class of Preferred Shares set forth opposite such RMB Investor’s name under the headings of “Number of Shares to be Purchased” and “Class of Shares” respectively on Schedule II attached hereto, if the Series D+ Warrant of such RMB Investor is exercised before closing of the Company’s IPO or (y) Purchaser. If the Series D+ Warrant of such RMB Investor is exercised after closing of Issuer shall default in its obligations to deliver the Company’s IPO, that number of Conversion Shares that would have been converted from and the Preferred Shares described in the foregoing sub-section Warrants to a Purchaser (x) under this Agreement or pursuant to the Memorandum Escrow Agreement, or otherwise) whose offer it has accepted, the Issuer shall indemnify and Articles had such RMB Investor exercised its Series D+ Warrant immediately before closing of hold the Company’s IPOPlacement Agent harmless against any loss, at an aggregate purchase price claim, damage or expense arising from or as determined pursuant to the terms and conditions a result of such Series D+ Warrantdefault by the Issuer in accordance with the procedures set forth in Section 8 hereof.

Purchase and Sale of Shares and Warrants. (a) Sale and Issuance of the Series D+ D Preferred Shares and Series D+ D Warrants (i) Subject to the terms and conditions of this Agreement, at the Closing (as defined below), each Investor (other than the RMB Investors) agrees to, severally and not jointly, subscribe for and purchase, and the Company agrees to issue and sell to such Investor, at the Closing (as defined below) with respect to such Investor, that number and class of Preferred Shares (collectively, the “Sale Shares” of such Investor) set forth opposite such Investor’s name under the headings of “Number of Shares to be Purchased” and “Class of Shares” respectively on Schedule II attached hereto, at an aggregate purchase price set forth opposite such Investor’s name under the heading of “Aggregate Purchase Price” on Schedule II attached hereto, which shall be paid by such Investor to the Company in accordance with Section 2(b)(iii). The aggregate purchase price payable by an Investor with respect to all Sale Shares of such Investor is referred to as the “Purchase Price” of such Investor. The fully-diluted pre-money valuation of the Company for the purpose of subscription and issue of the Series D Preferred Shares shall be US$4,000,000,000. (ii) Subject to the terms and conditions of this Agreement, at the Closing, each RMB Investor agrees to, subscribe for and purchase, and the Company agrees to issue and sell to such RMB Investor, certain warrant in substantially the form attached hereto as Exhibit B B-1 (the “Series D+ RMB Investor Warrant” of such RMB Investor), which entitles such RMB Investor to purchase up to either (x) that number and class of Preferred Shares set forth opposite such RMB Investor’s name under the headings of “Number of Shares to be Purchased” and “Class of Shares” respectively on Schedule II attached hereto, if the Series D+ RMB Investor Warrant of such RMB Investor is exercised before closing of the Company’s IPO or (y) If if the Series D+ RMB Investor Warrant of such RMB Investor is exercised after closing of the Company’s IPO, that number of Conversion Shares that would have been converted from the Preferred Shares described in the foregoing sub-section (x) pursuant to the Memorandum and Articles had such RMB Investor exercised its Series D+ RMB Investor Warrant immediately before closing of the Company’s IPO, at an aggregate purchase price as determined pursuant to the terms and conditions of such Series D+ RMB Investor Warrant. (iii) Subject to the terms and conditions of this Agreement, at the Closing, in addition to the Sale Shares that shall be issued to China-UAE Fund in accordance with Section 2(a)(i), the Company agrees to issue and sell to China-UAE Fund, certain warrant in substantially the form attached hereto as Exhibit B-2 (the “China-UAE Warrant”), which entitles China-UAE Fund, the right (but not the obligation) to purchase up to 10,734,220 Series D Preferred Shares at a per share purchase price equal to the Series D Per Share Purchase Price with an aggregate exercise price up to US$50,000,000 pursuant to the terms and conditions of the China-UAE Warrant. (iv) Subject to the terms and conditions of this Agreement, at the Closing, in addition to the Sale Shares that shall be issued to Allindrive in accordance with Section 2(a)(i), the Company agrees to issue and sell to Allindrive, certain warrant in substantially the form attached hereto as Exhibit B-3 (the “Allindrive Warrant”), which entitles Allindrive the right (but not the obligation) to purchase up to 10,734,220 Series D Preferred Shares with an aggregate exercise price up to US$50,000,000 pursuant to the terms and conditions of the Allindrive Warrant. (v) Subject to the terms and conditions of this Agreement, at the Closing, in addition to the Sale Shares that shall be issued to the Carlyle USD Entity in accordance with Section 2(a)(i), the Company agrees to issue and sell to the Carlyle USD Entity, certain warrant in substantially the form attached hereto as Exhibit B-4 (the “Carlyle Additional Warrant I”), which entitles Carlyle USD Entity the right (but not the obligation) to purchase up to 2,146,844 Series D Preferred Shares with an aggregate exercise price up to US$10,000,000 pursuant to the terms and conditions of the Carlyle Additional Warrant I. (vi) Subject to the terms and conditions of this Agreement, at the Closing, in addition to the RMB Investor Warrant that shall be issued to the Carlyle RMB Entity in accordance with Section 2(a)(ii), the Company agrees to issue and sell to the Carlyle RMB Entity, certain warrant in substantially the form attached hereto as Exhibit B-5 (the “Carlyle Additional Warrant II”), which entitles Carlyle RMB Entity the right (but not the obligation) to purchase up to 2,146,844 Series D Preferred Shares with an aggregate exercise price up to US$10,000,000 pursuant to the terms and conditions of the Carlyle Additional Warrant II.

Purchase and Sale of Shares and Warrants. (a) Sale and Issuance of the Series D+ Preferred Shares and Series D+ Warrants (i) Subject to the terms and conditions of this Agreementhereof, at the Closing (as defined below)identified in Section 2(a) hereof, each Investor (other than the RMB Investors) agrees to, severally and not jointly, subscribe for and purchase, and the Company agrees to shall issue and sell to such Investoreach Purchaser, at and each Purchaser shall purchase from the Closing (as defined below) with respect to such Investor, that number and class of Preferred Shares (collectivelyCompany, the “Sale number of shares (the "Shares” ") of such Investorcommon stock, no par value, of the Company (the "Common Stock") set forth opposite such Investor’s Purchaser's name under the headings of “Number of Shares to be Purchased” and “Class of Shares” respectively on Schedule II attached A hereto, at an aggregate purchase for a price set forth opposite such Investor’s name under per share equal to $2.26 (the heading of “Aggregate Purchase "Share Price” on Schedule II attached hereto"), which shall be paid by such Investor Share Price is equal a twenty five percent (25%) discount to the Company in accordance with Section 2(b)(iii). The aggregate purchase average closing price payable by an Investor with respect to all Sale Shares per share of such Investor is referred to as the “Purchase Price” of such InvestorCommon Stock for the thirty (30) consecutive trading days immediately preceding the date hereof. (iib) Subject In addition to the foregoing and subject to the terms and conditions hereof, at the Closing identified in Section 2(a) hereof, the Company shall issue to each Purchaser warrants to purchase shares of this AgreementCommon Stock (the "Warrants"), in substantially the form of Exhibit A annexed hereto, which Warrants shall expire on the third anniversary of the date hereof (the "Expiration Date"). Of the total Warrants to be issued to each such Purchaser at the Closing, such Warrants shall be divided into and issued as three separate Warrants, each RMB Investor agrees to, subscribe for and purchase, and of which shall entitle the Company agrees holder thereof to issue and sell to such RMB Investor, certain warrant in substantially the form attached hereto as Exhibit B (the “Series D+ Warrant” of such RMB Investor), which entitles such RMB Investor to purchase purchaser up to either (x) that one-third of the total number and class of Preferred Shares set forth opposite such RMB Investor’s Purchaser's name under on Schedule A hereto. The exercise price for each of the headings of “Number of Shares three Warrants to be Purchased” and “Class of Shares” respectively on Schedule II attached hereto, if issued to a Purchaser shall be as follows: (i) the Series D+ Warrant of such RMB Investor is exercised before first Warrants to be issued at the Closing shall have an exercise price equal to $1.00 above (x) the average closing price per share of the Company’s IPO Common Stock for the thirty (30) consecutive trading days immediately preceding the date hereof (the "Average Price") or (y) If the Series D+ Warrant of such RMB Investor is exercised after closing price per share of the Company’s IPOCommon Stock on the date immediately preceding the date hereof (the "Closing Price"), that number whichever is higher; (ii) the second Warrants to be issued at the Closing shall have an exercise price equal to $2.00 above the above the greater of Conversion Shares that would have been converted from the Preferred Shares described in the foregoing sub-section (x) pursuant the Average Price or (y) the Closing Price, whichever is higher; and (iii) the third Warrants to be issued at the Memorandum Closing shall have an exercise price equal to $3.00 above the above the greater of (x) the Average Price or (y) the Closing Price, whichever is higher. The foregoing notwithstanding, in the event that there are any unexercised Warrants outstanding on the Expiration Date and Articles had the exercise price for such RMB Investor exercised its Series D+ Warrant immediately before Warrants exceeds the closing price per share of the Company’s IPOCommon Stock on the trading day immediately preceding the Expiration Date, at the Company will agree to extend the term of such Warrants for an aggregate additional one-year from the Expiration Date. (c) The purchase price as determined and sale of the Shares and the Warrants pursuant to the terms hereof will be made in reliance upon the provisions of Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"), Regulation D promulgated thereunder by the United States Securities and conditions Exchange Commission (the "SEC"), or such other exemptions from the registration requirements of such Series D+ Warrantthe Securities Act as may be available with respect to the investment in the Shares and the Warrants to be made hereunder.