Common use of Sale and Issuance of Securities Clause in Contracts

Sale and Issuance of Securities. Subject to the terms and conditions of this Agreement, the Company agrees to sell to the Investor and the Investor agrees to purchase from the Company a total of 3,280,000 Shares (the "Newly Issued Shares") for an aggregate purchase price of $3,444,000, or $1.05 per share, in cash. Subject to the terms and conditions of this Agreement, including the Shareholder Approval Requirements set forth at Section 1.2 below, the Company also agrees to issue to the Investor the following warrants for the purchase of the Company's Common Stock: (i) a warrant for the purchase of 2,860,000 shares at a purchase price of $1.05 per share; (ii) a warrant for the purchase of 3,000,000 shares at a price of $1.12. per share; and (iii) a warrant for the purchase of 2,860,000 shares at a price of $1.25 per share (collectively, the "Warrants"). The Warrants shall have a term of five years from the date of issuance. The Warrants shall be in substantially the form attached to this Agreement as Exhibit A. The purchase price for the Newly Issued Shares, the exercise price for the Warrants, the number of Newly Issued Shares to be purchased hereunder and the number of shares of Common Stock obtainable upon exercise of the Warrants shall be subject to adjustment if the Company (i) at any time subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, in which case the purchase price for the Newly Issued Shares and the exercise price for the Warrants in effect immediately prior to such subdivision shall be proportionately reduced and the number of Newly Issued Shares to be purchased hereunder and the number of shares of Common Stock obtainable upon exercise of the Warrants shall be proportionately increased or (ii) if the Company at any time combines (by reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the purchase price for the Newly Issued Shares and the exercise price for the Warrants in effect immediately prior to such combination shall be proportionately increased and the number of Newly Issued Shares to be purchased hereunder and the number of shares of Common Stock obtainable upon exercise of the Warrants shall be proportionately decreased.

Sale and Issuance of Securities. (a) The Company hereby represents to the Purchasers that the Company has duly adopted and filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Certificate of Incorporation, a copy of which is attached hereto as Exhibit B (the "Amended Certificate"), which is in full force and effect as of the date hereof. (b) Subject to the terms and conditions of this Agreementthe Agreements, the Purchasers agree to purchase at the Closing (as defined in Section 1.2), and the Company agrees to sell to the Investor and the Investor agrees to purchase from the Company a total of 3,280,000 Shares (the "Newly Issued Shares") for an aggregate purchase price of $3,444,000, or $1.05 per share, in cash. Subject to the terms and conditions of this Agreement, including the Shareholder Approval Requirements set forth at Section 1.2 below, the Company also agrees to issue to the Investor the following warrants for the purchase of the Company's Common Stock: each Purchaser, (i) a warrant for the purchase of 2,860,000 shares at a purchase price of $1.05 per share; (ii) a warrant for the purchase of 3,000,000 shares at a price of $1.12. per share; and (iii) a warrant for the purchase of 2,860,000 shares at a price of $1.25 per share (collectively, the "Warrants"). The Warrants shall have a term of five years from the date of issuance. The Warrants shall be in substantially the form attached to this Agreement as Exhibit A. The purchase price for the Newly Issued Shares, the exercise price for the Warrants, the number of Newly Issued Shares to be purchased hereunder and the number of shares of the Company's Senior Class C Common Stock obtainable upon exercise Stock, par value $0.01 per share (the "Stock"), set forth opposite the name of such Purchaser under the Warrants shall be subject to adjustment if the Company (i) at any time subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes heading "Number of its outstanding shares of Common Stock into a greater number of shares, in which case the purchase price for the Newly Issued Shares and the exercise price for the Warrants in effect immediately prior to such subdivision shall be proportionately reduced and the number of Newly Issued Shares to be purchased hereunder Purchased" on Schedule 1, and (ii) a Common Stock Purchase Warrant (the "Warrant") to purchase a number of shares of the Company's Class B Non-Voting Common Stock obtainable upon exercise (the "Warrant Shares") set forth opposite the name of such Purchaser under the heading "Warrant Shares" on Schedule l, for the aggregate purchase price (the "Purchase Price") set forth opposite the name of such Purchaser under the heading "Aggregate Purchase Price" on Schedule 1. The Stock is convertible into shares of the Warrants shall be proportionately increased or Class B Non-Voting Common Stock, par value $0.01 per share (iithe "Class B Common Stock") if the Company at any time combines (by reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of such shares, as adjusted in accordance with the purchase price for the Newly Issued Shares and the exercise price for the Warrants in effect immediately prior to such combination shall be proportionately increased and the number of Newly Issued Shares to be purchased hereunder and the number of shares of Common Stock obtainable upon exercise terms of the Warrants Amended Certificate, are hereinafter referred to as the "Conversion Shares") upon the terms and conditions set forth in the Amended Certificate and shall be proportionately decreasedhave the rights and preferences set forth in the Amended Certificate.

Sale and Issuance of Securities. Subject to (a) If the terms Closing occurs concurrently with the closing of an IPO and, in connection therewith, each share of outstanding Series A, B, C, D and conditions E Preferred Stock of this Agreementthe Company is converted into shares of the Company's Common Stock (a "Qualified IPO"), the Company agrees to will issue and sell to the Investor Buyer and the Investor agrees to Buyer will purchase from the Company a total number of 3,280,000 Shares shares of Common Stock (the "Newly Issued Common Shares") equal to the quotient of (A) $3,500,000 divided by (B) the IPO Price, as defined in the next sentence (the "Common Share Number"). In consideration for an aggregate the issuance of the Common Shares, Buyer will pay a purchase price (the "IPO Price") in cash per Common Share equal to the price to the public per share of $3,444,000, or $1.05 per share, Common Stock in cash. the IPO less a discount of 3.5%. (b) Subject to Section 1.1(c) below, if the terms and conditions Closing occurs prior to the closing of this Agreement, including the Shareholder Approval Requirements set forth at Section 1.2 belowa Qualified IPO, the Company also agrees will issue and sell to issue Buyer and Buyer will purchase from the Company a number of shares of Series F Preferred Stock (the "Preferred F Shares") as follows: (i) if the Closing occurs concurrently with the closing of a non-Qualified IPO, that number of Preferred F Shares that is convertible into a number of shares of Common Stock equal to the Investor Common Share Number; or 2 (ii) if the following warrants Closing occurs prior to an IPO, 666,667 Preferred F Shares (subject to adjustment for the purchase any change in capitalization other than in respect of the Company's Common Stock: (i) a warrant for acquisition of Enact Incorporated or in respect of the purchase issuance or exercise of 2,860,000 shares at a purchase price of $1.05 per share; (ii) a warrant for stock options under the purchase of 3,000,000 shares at a price of $1.12. per share; and (iii) a warrant for the purchase of 2,860,000 shares at a price of $1.25 per share Company's Business Partner Stock Option Plan or 1996 Equity Incentive Plan (collectively, "Exempt Issuances")). The Series F Preferred Stock shall have the rights, privileges, designations and preferences set forth in the form of the Fifth Restated Certificate of Incorporation attached hereto as Exhibit A (the "WarrantsFifth Restated Certificate"). The Warrants shall have a term of five years from the date of issuance. The Warrants shall be in substantially the form attached to this Agreement as Exhibit A. The purchase price for each share of Series F Preferred Stock (the Newly Issued Shares"Purchase Price") will be as follows: (A) the IPO Price if the Closing occurs simultaneously with a non-Qualified IPO; or (B) Nine Dollars ($9.00) per share of Series F Preferred if the Closing occurs prior to an IPO (an aggregate Purchase Price of $6,000,000), subject to adjustment for any change in the capital stock of the Company (other than in respect of Exempt Issuances). (c) If Buyer purchases Series F Preferred Stock prior to an IPO and thereafter the Company issues any shares of Common Stock or Common Stock equivalents (a "Subsequent Issue") at a price per share of Common Stock (the "Subsequent Issue Price") that is less than $9.00 (adjusted for any subsequent stock splits, stock dividends, combinations or other recapitalizations), the exercise price Company will, concurrently with the closing of such issuance, issue to Buyer for no additional consideration shares of (1) Common Stock if the Warrantstransaction is a qualified public offering (as defined in the Fifth Restated Certificate) or (2) Series F Preferred Stock in all other cases. The number of shares issued pursuant to this Section 1.1(c) to Buyer shall equal, or if Series F Preferred Stock is issued shall be convertible into a number of shares of Common Stock that equals, the number difference between (i) 6,000,000 divided by the greater of Newly Issued Shares to be purchased hereunder (A) 7.00 (adjusted for any subsequent stock splits, stock dividends, combinations or other recapitalizations) and (B) the Subsequent Issue Price, and (ii) the number of shares of Common Stock obtainable into which the Series F Preferred Stock initially purchased by Buyer convert (or are convertible) upon exercise consummation of the Warrants Subsequent Issue. The adjustment provided for in this Section 1.1(c) shall be subject (x) terminate upon the closing of a Qualified IPO (after giving effect to such adjustment if the Company adjustment is required pursuant to the first sentence of this Section 1.1(c)), and (iy) at not apply to any time subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, in which case the purchase price for the Newly Issued Shares and the exercise price for the Warrants in effect immediately prior to such subdivision shall be proportionately reduced and the number of Newly Issued Shares to be purchased hereunder and the number of shares of Common Stock obtainable upon exercise of the Warrants shall be proportionately increased or (ii) if the Company at any time combines (by reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the purchase price for the Newly Issued Shares and the exercise price for the Warrants in effect immediately prior to such combination shall be proportionately increased and the number of Newly Issued Shares to be purchased hereunder and the number of shares of Common Stock obtainable upon exercise of the Warrants shall be proportionately decreasedExempt Issuances.

Sale and Issuance of Securities. Subject to (a) The Company shall adopt and file with the terms Secretary of State of the State of Nevada on or before the Closing (as defined below) the Certificate of Designation of Rights, Preferences, Privileges and conditions Restrictions of this Agreement, Series A Preferred Stock of the Company agrees to sell to in the Investor and form attached hereto as Exhibit A (the Investor agrees to purchase from “Certificate of Designation”). The Series A Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”), of the Company a total shall have the rights, preferences, privileges and restrictions set forth in the Certificate of 3,280,000 Shares (the "Newly Issued Shares") for an aggregate purchase price of $3,444,000, or $1.05 per share, in cashDesignation. Subject to the terms and conditions of this Agreement, including each Investor agrees, severally and not jointly, to purchase at the Shareholder Approval Requirements set forth at Section 1.2 belowClosing, and the Company also agrees to sell and issue to each Investor at the Investor the following warrants for the purchase Closing, that number of (i) shares of the Company's ’s Series A Preferred Stock set forth opposite such Investor’s name on Schedule A-1 hereto under the heading “Closing” and (ii) warrants (the “Warrants”) to purchase shares of the Company’s common stock, par value $0.001 per share (the “Common Stock: (i) a warrant ”), set forth opposite such Investor’s name on Schedule A-1 hereto under the heading “Closing,” for the aggregate purchase of 2,860,000 shares price set forth opposite such Investor’s name on Schedule A-1 hereto under the heading “Closing.” The Series A Preferred Stock and Warrants are collectively referred to herein as the “Securities.” The Securities are being sold as units at a purchase price of $1.05 4.00 per share; unit, with each unit consisting of (i) one share of Series A Preferred Stock and (ii) a warrant for Warrant to purchase eight shares of the purchase of 3,000,000 shares Company’s Common Stock at a an exercise price of $1.12. 0.20 per share; . (b) At one or more Subsequent Closings (as defined below), all of which shall be held within fifteen (15) days of the Closing (the “General Subsequent Closing Deadline”) and subject to the terms and conditions of this Agreement, each Investor agrees, severally and not jointly, to purchase at a Subsequent Closing, and the Company agrees to sell and issue to each Investor at such Subsequent Closing, that number of (i) shares of the Company’s Series A Preferred Stock set forth opposite such Investor’s name on Schedule A-2 hereto under the heading “Subsequent Closing” and (iiiii) a warrant the number of Warrants set forth opposite such Investor’s name on Schedule A-2 hereto under the heading “Subsequent Closing,” for the aggregate purchase price set forth opposite such Investor’s name on Schedule A-2 hereto under the heading “Subsequent Closing.” (c) At any Subsequent Closing, the Company may sell up to an additional $7,010,996 of 2,860,000 shares Securities, on the same terms and conditions set forth herein, to additional purchasers listed on Schedule A-3 in connection with the conversion of securities of the Company that are outstanding as of the date hereof in accordance with Section 4.11 of this Agreement. Any such purchaser shall execute and deliver a counterpart signature page to, and thereby, without further action by any Investor, become a party to and be deemed an Investor under this Agreement, and all schedules and exhibits hereto shall automatically be updated to reflect such purchaser as a party hereto. (d) At the Closing or any Subsequent Closing, and at a price the sole option of $1.25 per share Rembrandt Venture Partners Fund Two, L.P. and Rembrandt Venture Partners Fund Two-A, L.P. (collectively, “Rembrandt”) within sixty (60) days after the "Warrants"Closing (the “Rembrandt Subsequent Closing Deadline”), the Company shall sell and Rembrandt shall purchase up to an additional $2,500,000 of Securities, on the same terms and conditions set forth herein. The Warrants To the extent that Rembrandt has not already done so at the Closing, Rembrandt shall have execute and deliver a term counterpart signature page to, and thereby, without further action by any Investor, become a party to and be deemed an Investor under this Agreement and the Investor Rights Agreement, and all schedules and exhibits hereto shall automatically be updated to reflect such purchaser as a party hereto. (e) Following the Closing but prior to any Subsequent Closing, the Company shall adopt, and the Investors purchasing Securities at the Closing agree to vote all shares of five years from capital stock of the date Company then owned by such Investor in favor of issuance. The Warrants shall be the adoption of, an Amendment to the Company’s Articles of Incorporation in substantially the form attached to this Agreement hereto as Exhibit A. The purchase price for B (the Newly Issued Shares, “Amended Articles”) in order to increase the exercise price for the Warrants, the number of Newly Issued Shares to be purchased hereunder and the number of authorized shares of Common Stock obtainable upon exercise capital stock of the Warrants shall be subject to adjustment if the Company (i) at any time subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes the “Requisite Approval”). Promptly following receipt of its outstanding shares of Common Stock into a greater number of shares, in which case the purchase price for the Newly Issued Shares Requisite Approval and the exercise price for the Warrants in effect immediately prior to such subdivision any Subsequent Closing, the Company shall be proportionately reduced adopt and file the number Amended Articles with the Secretary of Newly Issued Shares to be purchased hereunder and the number of shares of Common Stock obtainable upon exercise State of the Warrants shall be proportionately increased or (ii) if the Company at any time combines (by reverse stock split or otherwise) one or more classes State of its outstanding shares of Common Stock into a smaller number of shares, the purchase price for the Newly Issued Shares and the exercise price for the Warrants in effect immediately prior to such combination shall be proportionately increased and the number of Newly Issued Shares to be purchased hereunder and the number of shares of Common Stock obtainable upon exercise of the Warrants shall be proportionately decreasedNevada.