Purchasers a. Contractor acknowledges that use of the Contract by any city, county, state agency, state school district, state higher education institution, public utility district, Medicaid provider, or organization that has a Master Contract Usage Agreement (MCUA) is discretionary.
Purchasers. On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following:
Purchasers. Name and Address of Purchasers Number of Shares Per Share Purchase Price Aggregate Purchase Price $ 0.25 $ EXHIBIT A LEGEND THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. Exhibit B Form of New Convertible Note Indenture (Attached) Exhibit B has been omitted pursuant to instruction 2 to Item 601 of Regulation S-K. See Exhibit (b)(1) of this Schedule TO for the form of indenture between U.S. Bank National Association, as trustee, and Emergent Capital, Inc. with respect to the 5.00% Senior Unsecured Convertible Notes Due 2023 to be issued by Emergent Capital, Inc. Exhibit (b)(1) modifies Exhibit B to the Master Transaction Agreement as follows: · sets the Final Maturity Date at February 15, 2023; · adds the Stock Price/Additional Shares table to Section 4.06; · makes changes throughout the form of indenture to reflect that New Unsecured Notes will be issued in both $1,000 denominations (in respect of New Unsecured Notes issued in exchange for the aggregate of $70,743,000 principal amount of Old Notes that were originally issued under the Old Notes Indenture) and $1.00 denominations (with respect to (i) New Unsecured Notes issued in exchange for the $3,447,450 in aggregate principal amount of Old Notes that were issued in lieu of the payment of cash interest due on the Old Notes on February 15, 2017 and (ii) New Unsecured Notes issued on the Settlement Date in respect of accrued and unpaid interest on the Old Notes that are tendered in the Exchange Offer through but excluding the Settlement Date); and · removes certain restrictions to conversion contained in Section 4.01(d) and the corresponding definition of “Note Trading Price.” Exhibit C Form of New Senior Note Indenture (Attached) EMERGENT CAPITAL, INC., as Issuer,
Purchasers. NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3-2) By: NEW YORK LIFE INVESTMENT MANAGEMENT LLC, its Investment Manager By: /s/ Xxxxxxxx X. Xxxxxxxxx Name: Xxxxxxxx X. Xxxxxxxxx Title: Director NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 30C) By: NEW YORK LIFE INVESTMENT MANAGEMENT LLC, its Investment Manager By: /s/ Xxxxxxxx X. Xxxxxxxxx Name: Xxxxxxxx X. Xxxxxxxxx Title: Director NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 30E) By: NEW YORK LIFE INVESTMENT MANAGEMENT LLC, its Investment Manager By: /s/ Xxxxxxxx X. Xxxxxxxxx Name: Xxxxxxxx X. Xxxxxxxxx Title: Director PURCHASERS: LIFE INSURANCE COMPANY OF THE SOUTHWEST By: /s/ R. Xxxxx Xxxxxxx Name: R. Xxxxx Xxxxxxx Title: Senior Vice President Sentinel Asset Management PURCHASERS: COUNTRY LIFE INSURANCE COMPANY By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Director – Fixed Income COUNTRY MUTUAL LIFE INSURANCE COMPANY By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Director – Fixed Income PURCHASERS: XXXXXXX NATIONAL LIFE INSURANCE COMPANY By: PPM AMERICA, INC., as attorney-in-fact By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Sr. Managing Director PURCHASERS: THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Senior Vice President PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY By: PRUDENTIAL INVESTMENT MANAGEMENT, INC., as investment manager By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Senior Vice President PURCHASERS: PIONEER MUTUAL LIFE INSURANCE COMPANY By: AMERICAN UNITED LIFE INSURANCE COMPANY, its agent By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: V.P., Fixed Income Securities AMERICAN UNITED LIFE INSURANCE COMPANY By: AMERICAN UNITED LIFE INSURANCE COMPANY, its agent By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: V.P., Fixed Income Securities THE STATE LIFE INSURANCE COMPANY By: AMERICAN UNITED LIFE INSURANCE COMPANY, its agent By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: V.P., Fixed Income Securities
Purchasers. See the introductory paragraph to this Agreement.
Purchasers. Name and Address Copy of Notice to: The Tail Wind Fund Ltd. c/o Tail Wind Advisory & Management Ltd. 00 Xxxx Xxxx Xxxxxx, XX0X 0XX, XX Fax: 000-00-000-000-0000 Email: xxxxxx@xxxxxxxxxx.xxx Xxxxx X. Xxxxxxx, P.C. 000 Xxxxxxx Xxxxxx Xxxxx 0000 Xxx Xxxx, XX 00000 Fax: 000-000-0000 Email: xxxxxxxx@xxxxxxxx.xxx Solomon Strategic Holdings, Inc. c/o Xxxxxx X. XxxXxxxxx Greenlands The Red Gap Xxxxxxxxxx, XX0 0XX, Xxxxxxx Xxxxx Fax: +000 (00) 0000 000000 Email: xxxxxxxxx_xxx@xxxx.xxx Xxxxx X. Xxxxxxx, P.C. 000 Xxxxxxx Xxxxxx Xxxxx 0000 Xxx Xxxx, XX 00000 Fax: 000-000-0000 Email: xxxxxxxx@xxxxxxxx.xxx EXHIBIT A PLAN OF DISTRIBUTION We are registering the shares of common stock on behalf of the selling security holders. Sales of shares may be made by selling security holders, including their respective donees, transferees, pledgees or other successors-in-interest directly to purchasers or to or through underwriters, broker-dealers or through agents. Sales may be made from time to time on any other exchange or market upon which our shares may trade in the future, in the over-the-counter market or otherwise, at market prices prevailing at the time of sale, at prices related to market prices, or at negotiated or fixed prices. The shares may be sold by one or more of, or a combination of, the following: • a block trade in which the broker-dealer so engaged will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction (including crosses in which the same broker acts as agent for both sides of the transaction); • purchases by a broker-dealer as principal and resale by such broker-dealer, including resales for its account, pursuant to this prospectus; • ordinary brokerage transactions and transactions in which the broker solicits purchases; • through options, swaps or derivatives; • in privately negotiated transactions; • in making short sales entered into after the date of this prospectus or in transactions to cover such short sales; and • put or call option transactions relating to the shares. The selling security holders may effect these transactions by selling shares directly to purchasers or to or through broker-dealers, which may act as agents or principals. These broker-dealers may receive compensation in the form of discounts, concessions or commissions from the selling security holders and/or the purchasers of shares for whom such broker-dealers may act as agents or to whom they sell as princi...
Purchasers. Xxxxxxx, Xxxxx & Co., on behalf of its Principal Strategies Group By: /s/ Name: Xxxxxx Xxxxxxxx Title: Managing Director Royal Bank of Canada by its agent RBC Capital Markets Corporation By: /s/ Name: Xxxxx Xxxxxxxx Title: Director and Senior Counsel By: /s/ Name: Xxxxx Xxxxxx Title: Managing Director Swank MLP Convergence Fund, LP By: /s/ Name: Xxxxx X. Xxxxx Title: Managing Partner The Xxxxxxx MLP Opportunity Fund I, LP By: /s/ Name: Xxxxx X. Xxxxx Title: Managing Partner ZLP Fund, L.P. By: Xxxxxx Xxxxx Partners, LLC, its general partner By: /s/ Name: Xxxxx X. Xxxxx Title: Managing Member Xxxxx Xxxxxxxx Energy Development Company By: /s/ Name: Xxxxx X. Xxxxx Title: Vice President Xxxxx Xxxxxxxx MLP Investment Company By: /s/ Name: Xxxxx X. Xxxxx Title: Vice President Xxxxx Xxxxxxxx Energy Total Return Fund, Inc. By: /s/ Name: Xxxxx X. Xxxxx Title: Vice President Xxxxxx Brothers Inc. By: /s/ Name: Xxxxxx X. Xxxxxxx Title: Managing Director Magnetar Capital Fund, LP By: Magnetar Financial LLC, its general partner By: /s/ Name: Xxxx X. Xxxxx Title: General Counsel Structured Finance Americas, LLC By: /s/ Name: Xxxxx Xxxxxxx Title: VP By: /s/ Name: Xxxx X. [Illegible] Title: VP LB I Group By: /s/ Name: Xxxx X. Xxxx Title: Managing Director Xxxxxx Brothers MLP Opportunity Fund L.P. By: Xxxxxx Brothers MLP Opportunity Associates L.P., its general partner By: Xxxxxx Brothers MLP Opportunity Associates L.L.C., its general partner By: /s/ Name: Xxxx Xxxxxx Title: Senior Vice President Cobalt Partners, LP By: Cobalt Management, LLC, its General Partner By: /s/ Name: Xxxxx Xxxxxxxxx Title: Managing Member Cobalt Partners II, LP By: Cobalt Management, LLC, its General Partner By: /s/ Name: Xxxxx Xxxxxxxxx Title: Managing Member Guggenheim Portfolio Company XI, LLC By: Cobalt Capital Management, its Investment Manager By: /s/ Name: Xxxxx Xxxxxxxxx Title: President Cobalt Capital SPV 1 LLC By: Cobalt Management, LLC, its General Partner By: /s/ Name: Xxxxx Xxxxxxxxx Title: Managing Member Credit Suisse Management LLC By: /s/ Name: Xxxxxx Xxxxxxx Title: Managing Director Sunlight Capital Partners, LLC By: /s/ Name: Xxxxxx Xxxxxxxxx Title: Vice President Omega Advisors, Inc.* By: /s/ Name: Xxxxx Xxxx Title: Chief Operating Officer * solely in its capacity as investment manager of the following entities and not in its individual corporate capacity: Omega Capital Partners, L.P. Omega Capital Investors, L.P. Omega SPV Partners, L.P. Omega Equity Investors, L.P. Beta Equiti...
Purchasers. To the respective addresses set forth below the Purchaser’s signature at the foot of this Agreement. With a copy (not constituting notice): Company: The Singing Machine Company, Inc. Attention: Xxxxx Xxxxx 0000 Xxxxx Xxxx, Building A-7 Coconut Creek, FL 33073 With a copy to (not constituting notice): Sichenzia Xxxx Xxxxxxxx Xxxxxxx LLP Attention: Xxxxxx X. Xxxxxx, Esq. 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000 Any notice being delivered within the continental United States shall be deemed delivered upon (a) personal service, or (b) transmission via facsimile (with the original thereof to be immediately sent via mail, postage prepaid), or (c) forty eight (48) hours after the time of deposit in the mail, as the case may be. In the event any Party changes its address, such change of address shall be communicated to the other Party in the manner set forth in this Section.
Purchasers. Aggregate Number of Principal Amount Units to be of Convertible Number of Percentage of Name and Address of Purchaser Purchased Purchase Price Notes Warrants Notes ---------------------------------- ---------------- ------------------ ------------------- --------------- ---------------- Charterhouse Equity 75 $7,500,000 $7,500,000 7,500,000 75% Partners, III, L.P. c/o Charterhouse Group International, Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: President ---------------------------------- ---------------- ------------------ ------------------- --------------- ---------------- MOBIUS Technology Ventures VI 11.615 $1,161,500 $1,161,500 1,161,500 11.615% L.P. c/o Mobius Venture Capital 000 Xxxx Xxxxxx Xxxxxx Suite 200 Mountain View California 94043 Attention: General Counsel ---------------------------------- ---------------- ------------------ ------------------- --------------- ---------------- SOFTBANK U.S. Ventures Fund VI 12.4575 $1,245,750 $1,245,750 1,245,750 12.4575% L.P. c/o Mobius Venture Capital 000 Xxxx Xxxxxx Xxxxxx Suite 200 Mountain View, California 94043 Attention: General Counsel ---------------------------------- ---------------- ------------------ ------------------- --------------- ---------------- MOBIUS .4525 $45,250 $45,250 45,250 .4525% Technology Ventures Advisors Fund VI L.P. c/o Mobius Venture Capital 000 Xxxx Xxxxxx Xxxxxx Suite 200 Mountain View, California 94043 Attention: General Counsel ---------------------------------- ---------------- ------------------ ------------------- --------------- ---------------- ---------------------------------- ---------------- ------------------ ------------------- --------------- ---------------- Aggregate Number of Principal Amount Units to be of Convertible Number of Percentage of Name and Address of Purchaser Purchased Purchase Price Notes Warrants Notes ---------------------------------- ---------------- ------------------ ------------------- --------------- ---------------- MOBIUS .475 $47,500 $47,500 47,500 .475% Technology Ventures Side Fund VI L.P. c/o Mobius Venture Capital 000 Xxxx Xxxxxx Xxxxxx Suite 200 Mountain View, California 94043 Attention: General Counsel ---------------------------------- ---------------- ------------------ ------------------- --------------- ---------------- TOTAL 100 $10,000,000.00 $10,000,000 10,000,000 100% ---------------------------------- ---------------- ------------------ ------------------- --------------- ----------------
Purchasers. Right of Refusal on Dispositions made by the Founder. Except as set forth in Section 4, if the Founder wishes to sell, assign, transfer or otherwise dispose of any or all Shares owned by him pursuant to the terms of a bona fide offer received from a third party at any time prior to the consummation of a firmly underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock of the Company in which (a) the pre-money valuation of the Company is at least $500,000,000 and (b) the gross cash proceeds (before underwriting discounts, commissions and fees) are at least $50,000,000 (a "Qualified Offering"), the Founder shall submit a written offer to sell such Shares to the Purchasers (with a copy to the Company) on terms and conditions, including price, not less favorable to the Purchasers than those on which the Founder proposes to sell such Shares to such third party (the "Offer"). The Offer shall disclose the identity of the proposed purchaser or transferee, the Shares proposed to be sold or transferred, the agreed terms of the sale or transfer and any other material facts relating to the sale or transfer. Within thirty (30) days after receipt of the Offer, each Purchaser and each Qualified Transferee, if any, shall give notice to the Founder of its intent to purchase all or any portion of the offered Shares on the same terms and conditions as set forth in the Offer. Each Purchaser and Qualified Transferee shall have the right to purchase that number of the Shares as to which the Offer applies as shall be equal to the aggregate number of such Shares multiplied by a fraction, the numerator of which is the number of shares of Common Stock of the Company then owned by such Purchaser or Qualified Transferee (as applicable) (calculated on an as converted to Common Stock basis, and including any shares of Common Stock deemed to be beneficially owned by such Purchaser pursuant to Rule 13d-3 promulgated under the Securities Exchange Act of 1934 ("Rule 13d-3")) and the denominator of which is the aggregate number of shares of said Common Stock then issued and outstanding and held by (and deemed to be beneficially owned by) all the Purchasers (calculated on an as converted to Common Stock basis). The amount of Shares each Purchaser or Qualified Transferee, as that term is defined below, is entitled to purchase under this Section 2 shall be referred to as such Purchaser's...
