Sale and Issuance of Preferred Stock. (a) The Company shall adopt and file with the Secretary of State of the State of Delaware on or before the Initial Closing (as defined below) the Amended and Restated Certificate of Incorporation in the form of EXHIBIT B attached to this Agreement (the “Restated Certificate”).
(b) Subject to the terms and conditions of this Agreement, the Purchaser agrees to purchase at the Closing and the Company agrees to sell and issue to the Purchaser at the Closing that number of shares of Series A Preferred Stock, $0.01 par value per share (the “Series A Preferred Stock”), set forth opposite the Purchaser’s name on Exhibit A, at a purchase price of $[***] per share (the “Purchase Price”). The shares of Series A Preferred Stock issued to the Purchasers pursuant to this Agreement (including any shares issued at the Initial Closing and any Milestone Shares, as defined below) shall be referred to in this Agreement as the “Shares.”
Sale and Issuance of Preferred Stock. (a) The Company shall have adopted and filed with the Secretary of State of the State of Nevada on or before the Closing (as defined below) the Amended and Restated Certificate of Incorporation in the form of Exhibit C attached to this Agreement (the “Restated Certificate”).
(b) Subject to the terms and conditions of this Agreement, each Investor agrees to purchase at the Closing (as defined below) and the Company agrees to sell and issue to each Investor at the Closing that number of shares of Series A Preferred Stock, $0.001 par value per share (the “Series A Preferred Stock”), set forth opposite each Investor’s name on Exhibit A, at a purchase price of $1,000 per share, per the conditions set forth in Section 1.2 below. The shares of Series A Preferred Stock issued to the Investors pursuant to this Agreement shall be referred to in this Agreement as the “Shares.”
Sale and Issuance of Preferred Stock. (a) The Company shall adopt and file with the Secretary of State of the State of Nevada on or before the Initial Closing (as defined below) the Certificate in the form of Exhibit A attached to this Agreement.
(b) Subject to the terms and conditions of this Agreement, Subscriber agrees to purchase at the Closing and the Company agrees to sell and issue to each Subscriber at the Closing units consisting of 300,000 shares of Preferred Stock, the Restricted Shares and Investor Warrants, at a purchase price of $1.00 per share of Preferred Stock (or an aggregate of $300,000). At Closing, the Company shall deliver to each Subscriber, among other closing documents mentioned herein, a certificate representing the Preferred Stock being purchased by such Subscriber at such Closing against payment of the purchase price therefore by check payable to the Company, by wire transfer to a bank account designated by the Company.
Sale and Issuance of Preferred Stock. (a) On June 14, 2021, and prior to the Initial Closing (as defined below), the Company adopted and filed with the Secretary of State of the State of Delaware the Second Amended and Restated Certificate of Incorporation as shown in Exhibit B attached to this Agreement (the “Restated Certificate”).
(b) Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase at the applicable Closing (as defined below), and the Company agrees to sell and issue to each Purchaser at the applicable Closing, that number of shares of Series B-1 Preferred Stock, $0.001 par value per share (the “Series B-1 Preferred Stock”), set forth opposite each Purchaser’s name on Exhibit A, at a purchase price of $0.10178 per share. The shares of Series B-1 Preferred Stock issued to the Purchasers pursuant to this Agreement shall be referred to in this Agreement as the “Shares.”
Sale and Issuance of Preferred Stock. (a) The Company shall adopt and file with the Secretary of State of California on or before the First Closing (as defined below) an Amended and Restated Articles of Incorporation in the form attached hereto as EXHIBIT A (the "Restated Articles").
(b) Subject to the terms and conditions of this Agreement, the Investor agrees to purchase and the Company agrees to sell and issue to the Investor: (i) 374,532 shares of the Company's Series A Preferred Stock at a price of $6.675 per share at the First Closing (as defined below); (ii) and 374,532 shares of the Company's Series B Preferred Stock at a price of $6.675 per share at the Second Closing (as defined below). (The Series A Preferred and Series B Preferred Stock shall hereinafter be referred to as "Preferred Stock.")
Sale and Issuance of Preferred Stock. 1.1 The Company shall adopt and file with the Secretary of State of Delaware on or before the Closing (as defined below) a Certificate of Designations, Preferences, and Other Rights and Qualifications of Series A Preferred Stock in the form attached hereto as Exhibit A (the "Certificate"). The Series A Preferred Stock will have the rights, preferences, privileges and restrictions set forth in the Certificate.
1.2 Subject to the terms and conditions of this Agreement, at the Closing Buyer agrees to purchase from the Company, and the Company agrees to sell, issue and deliver to Purchaser, Five Thousand (5,000) shares (the "Shares") of the Company's Series A Preferred Stock, $200.00 stated value per share (the "Preferred Stock"), for a total purchase price of One Million Dollars ($1,000,000) or Two Hundred Dollars ($200.00) per share of Preferred Stock.
Sale and Issuance of Preferred Stock. (a) The Company shall, on or before the Closing, adopt and file a Certificate of Designation (the "Certificate of Designation") in the form attached hereto as Exhibit B with the Delaware Secretary of State, creating a --------- Series A Convertible Preferred Stock, $.02 par value per share ("Series A Preferred Stock"), which series shall initially consist of 1,853,300 shares.
(b) Subject to the terms and conditions of this Agreement, Purchaser agrees to purchase at the Closing, and the Company agrees to sell and issue to Purchaser at the Closing, 1,853,300 shares of the Company's Series A Preferred Stock (the "Shares") for the purchase price of One Dollar and 079156/100 ($1.079156) per share, for a total purchase price for the Shares of $2,000,000. Purchaser has previously made a convertible bridge loan (the "Bridge Loan") in the amount of $200,000 to the Company and Purchaser may apply the principal amount of the Bridge Loan and any accrued interest thereon toward the purchase price of the Shares and the remainder of the purchase price shall be paid in cash.
Sale and Issuance of Preferred Stock. 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 (the “Shares”) of the Company’s Series A Preferred Stock set forth opposite such Purchaser’s name on Schedule A, at a per share purchase price of $0.95.
Sale and Issuance of Preferred Stock. Subject to the terms and conditions set forth in this Agreement, the Investor agrees to purchase at the Closing (as defined below), and the Company agrees to sell and issue to the Investor at the Closing, sixty-six thousand six hundred sixty-seven (66,667) shares of its Convertible Preferred Stock at a price per share of $45.00, payable in cash, for a purchase price to the Investor of Three Million Dollars ($3,000,000) (the "Purchase Price"), subject to increase, to a maximum of $4,750,000 as provided in Section 9.11 of this Agreement. At Closing, the Company and/or ITC shall pay to the Investor all amounts due on the Note, including accrued interest up to the date of the Closing, from the proceeds of the sale by the Company of the Convertible Preferred Stock to the Investor, in full satisfaction of the Loan and Investor shall release its related security interest and terminate the Promissory Note Conversion Agreement, dated December 1, 1994 and the related Security Agreement, dated December 1, 1994. The Convertible Preferred Stock shall be convertible at any time (and if converted prior to May 1, 1995, shall nevertheless be subject to Section 9.11 of this Agreement) at the holder's option, into the Company's common stock, initially on a one-for-one basis, representing initially 25% of the outstanding securities of the Company (including all options which may be granted or exercised), on a fully diluted basis. The Convertible Preferred Stock shall automatically convert into the Company's Common Stock in the event of a Qualified IPO (as defined below). The Convertible Preferred Stock shall have all the rights, privileges, preferences and restrictions as stated in the Restated Certificate set forth in Exhibit A attached hereto.
Sale and Issuance of Preferred Stock. (a) The Company shall have adopted and filed with the Secretary of State of the State of Delaware the Amended and Restated Certificate of Incorporation in the form of Exhibit A attached to this Agreement (the “Restated Certificate”).
(b) Subject to the terms and conditions of this Agreement, the Purchaser agrees to purchase at the Closing (as defined below) and the Company agrees to (i) sell and issue to the Purchaser at the Closing that number of shares of Series A-4 Preferred Stock, $0.01 par value per share (the “Series A-4 Preferred Stock”) subscribed for by the Purchaser at a purchase price of $665.21. The Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock and Series A-4 Preferred Stock together are referred to in this Agreement as the "Series A Preferred Stock". The shares of Series A Preferred Stock issued to the Purchaser pursuant to this Agreement shall be referred to in this Agreement as the “Shares.”