Purchase and Sale of the Preferred Shares. On the terms and subject to the conditions set forth herein, on the Closing Date (as defined below), the Company shall issue and sell to the Buyer, and the Buyer agrees to purchase from the Company, an aggregate of 20,000 shares of Preferred Stock (the “Preferred Shares”) for an aggregate purchase price of $20,000,000 (the “Purchase Price”).
Purchase and Sale of the Preferred Shares. (a) The Company hereby agrees to issue and to sell to Subscriber, and Subscriber hereby agrees to purchase from the Company, Preferred Shares for the aggregate subscription amount set forth on the signature page hereto. The Subscriber understands that this subscription is not binding upon the Company until the Company accepts it. The Subscriber acknowledges and understands that acceptance of this Subscription will be made only by a duly authorized representative of the Company executing and mailing or otherwise delivering to the Subscriber at the Subscriber’s address set forth herein, a counterpart copy of the signature page to this Subscription Agreement indicating the Company’s acceptance of this Subscription. The Company reserves the right, in its sole discretion for any reason whatsoever, to accept or reject this subscription in whole or in part. Following the acceptance of this Subscription Agreement by the Company, the Company shall issue and deliver to Subscriber the Preferred Shares subscribed for hereunder against payment in U.S. Dollars of the Purchase Price (as defined below). If this subscription is rejected, the Company and the Subscriber shall thereafter have no further rights or obligations to each other under or in connection with this Subscription Agreement. If this subscription is not accepted by the Company on or before the last day of the Offering Period, this subscription shall be deemed rejected.
(b) Subscriber has hereby delivered and paid concurrently herewith the aggregate purchase price for the Preferred Shares set forth on the signature page hereof in an amount required to purchase and pay for the Preferred Shares subscribed for hereunder (the “Purchase Price”), which amount has been paid in U.S. Dollars by wire transfer or check, subject to collection, to the order of “Elephant Talk Communications Corp.”
(c) Subscriber understands and acknowledges that this subscription is part of a private placement by the Company of up to a minimum of $500,000 (the “Minimum Amount”) and a maximum of $1,500,000 in Preferred Shares, which offering is being made on a “all-or-none” basis with respect to the Minimum Amount and a “best efforts” basis with respect to the Maximum Amount. Subscriber understands that Company must sell the Minimum Amount before it receives, and have the right to expend, the net proceeds from the sale of any Preferred Shares. The proceeds from the sale of the Preferred Shares will be held in escrow until at least the Mini...
Purchase and Sale of the Preferred Shares. On the terms and subject to the conditions set forth herein, on the Closing Date (as defined below), the Company shall issue and sell to the Buyer, and the Buyer agrees to purchase from the Company, an aggregate of 20,000 shares of Preferred Stock (the “Preferred Shares”) for an aggregate purchase price of $20,000,000 (the “Purchase Price”). The parties agree that the Buyer’s payment of $1,800,000 to Palantir Technologies Inc. on September 30, 2024 will be counted towards the payment by Bxxxx of the Purchase Price, and that the issuance of the Preferred Shares pursuant to this Agreement will satisfy the Company’s obligation to issue Convertible Preferred Securities (as defined in the Palantir Letter) in connection with the First Payment (as defined in the Palantir Letter) pursuant to the letter agreement between Rodina Management US Inc. and the Company dated September 27, 2024 (the “Palantir Letter”).
Purchase and Sale of the Preferred Shares. At the Closing (as defined below) the Company shall issue and sell to each Purchaser, and each Purchaser agrees to purchase from the Company, severally and not jointly, upon the terms and subject to the conditions hereinafter set forth, the number of Preferred Shares set forth opposite the Purchaser’s name on Schedule A hereto at a purchase price of $100 per share.
Purchase and Sale of the Preferred Shares. On the date hereof (the “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the Preferred Shares, at a price of $25.00 per Preferred Share, for an aggregate purchase price of two million dollars ($2,000,000) (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Closing Date, upon the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company shall issue the Preferred Shares to the Purchaser, and deliver to the Purchaser a stock certificate representing the Preferred Shares.
Purchase and Sale of the Preferred Shares. On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Company shall issue, sell and deliver to the Investor, and the Investor shall purchase and acquire from the Company, 204,000 Preferred Shares for a purchase price per Preferred Share equal to $1,000, payable as set forth in Section 1.02(b). The purchase and sale of the Preferred Shares is referred to in this Agreement as the “Preferred Share Purchase”.
Purchase and Sale of the Preferred Shares. Subject to the terms and conditions of this Agreement, SMSI subscribes for and hereby purchases and acquires from the Corporation, and the Corporation hereby sells and issues SMSI, 89,286 shares of the Corporation’s Series A Preferred Stock, par value $0.01 per share (collectively, the “Preferred Shares”), at a purchase price of $1.12 per Share, and the Corporation hereby acknowledges receipt from SMSI of the aggregate purchase price of $100,000.32 (the “Purchase Price”), as payment in full for all such Preferred Shares. Each of the Shareholders hereby acknowledge and agree that, through their proportional ownership of SMSI, they will indirectly (i.e., beneficially) own the Preferred Shares in the following amounts specified for each Shareholder:
(a) 54,564 of Preferred Shares issued to SMSI are for the indirect benefit of Xxxxxx X. Xxxxx, and
(b) 34,722 of Preferred Shares issued to SMSI are for the indirect benefit of Xxxxxxx X.
Purchase and Sale of the Preferred Shares. Subject to the terms and conditions of this Agreement, each Purchaser subscribes for and hereby purchases and acquires from the Corporation, and the Corporation hereby sells and issues to each Purchaser, the number of shares of the Corporation’s Series A Preferred Stock, par value $0.01 per share, specified for such Purchaser (collectively, the “Preferred Shares”), at a purchase price of $1.12 per Share:
(a) 54,564 Preferred Shares to Xxxxxx X. Xxxxx, and
Purchase and Sale of the Preferred Shares. Subject to the terms and conditions of this Agreement, each Purchaser subscribes for and hereby purchases and acquires from the Corporation, severally and not jointly, and the Corporation hereby sells and issues to each Purchaser, the number of shares of the Corporation’s Series A Preferred Stock, par value $0.01 per share, specified for such Purchaser (collectively, the “Preferred Shares”), at a purchase price of $0.86 per Share:
(a) 284,237 Preferred Shares to the SP/R Inc. Defined Benefit Pension Plan at an individual total purchase price of $244,444.44;
(b) 137,320 Preferred Shares to the WHB Services, Inc. Defined Benefit Trust at an individual total purchase price $118,095.00; and (c) 43,559 Preferred Shares to the WHB Services, Inc., Incentive Savings Trust at an individual total purchase price $37,460.56. Each Purchaser shall pay to the Corporation such individual total purchase price in immediately available funds as payment in full for all such Preferred Shares being purchased by it.
Purchase and Sale of the Preferred Shares. Subject to the terms and conditions of this Agreement, the Company shall issue and sell to Purchasers, and each Purchaser, severally and not jointly, shall purchase from the Company, (i) the aggregate number of Preferred Shares set forth on Exhibit A (allocated among the Purchasers as set forth on Exhibit A). The Company may issue and sell to the Purchasers fractional Preferred Shares.
