Sale and Issuance of Series A 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 Third 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, 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 of Series A Preferred Stock, par value $0.00001 per share (the “Series A Preferred Stock”), set forth opposite each Purchaser’s name on Exhibit A, at a purchase price of $0.25 per share. 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 Additional Shares) shall be referred to in this Agreement as the “Shares.”
Sale and Issuance of Series A Preferred Stock. (a) The Company shall adopt and file with the Secretary of State of Delaware on or before the Closing (as defined below) the Restated Certificate of Incorporation in the form attached hereto as Exhibit A (the "Restated Certificate").
(b) On or prior to the Closing (as defined below), the Company shall have authorized (i) the sale and issuance to the Investors of the Series A Preferred Stock and (ii) the issuance of the shares of Common Stock to be issued upon conversion of the Series A Preferred Stock (the "Conversion Shares"). The Series A Preferred Stock and the Conversion Shares shall have the rights, preferences, privileges and restrictions set forth in the Restated Certificate.
(c) Subject to the terms and conditions of this Agreement, each Investor agrees, severally and not jointly, to purchase at the Closing or pursuant to Section 1.3 and the Company agrees to sell and issue to each Investor at the Closing, that number of shares of the Company's Series A Preferred Stock set forth opposite such Investor's name on Schedule A hereto for the purchase price set forth thereon.
Sale and Issuance of Series A Preferred Stock. Subject to the terms of this Agreement, the Purchaser hereby purchases and the Company hereby sells and issues to the Purchaser 80,000 shares of the Series A Preferred Stock, par value $1,000.00 per share (the “Preferred Stock”), of the Company at a purchase price per share of $1,000.00 (the “Price Per Share”). The shares of Preferred Stock issued to the Purchaser pursuant to this Agreement shall be referred to in this Agreement as the “Shares”.
Sale and Issuance of Series A Preferred Stock. (a) The Company shall adopt and file with the Secretary of State of the State of Delaware on or before the 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, 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 of Series A Preferred Stock set forth opposite each Purchaser’s name on Exhibit A, at a purchase price of $2.9651 per share. The shares of Series A Preferred Stock issued to the Purchasers pursuant to this Agreement shall be referred to in this Agreement as the “Shares.”
Sale and Issuance of Series A Preferred Stock. (a) The Company has filed with the Secretary of State of the State of Delaware the First Amended and Restated Certificate of Incorporation in the form of Attachment B attached to this Agreement (the “Certificate”).
(b) Subject to the terms and conditions of this Agreement, each of the Initial Purchasers agrees to purchase at the Initial Closing and the Company agrees to sell and issue to each of the Initial Purchasers at the Initial Closing, (a) that number of shares of Series A-1 Preferred Stock (the “Series A-1 Preferred Stock”), set forth opposite each Initial Purchaser’s name on Attachment A, at a purchase price of $1.6742 per share, and (b) that number of shares of Series A-2 Preferred Stock (the “Series A-2 Preferred Stock” and along with the Series A-1 Preferred Stock, the “Series A Preferred Stock”) and that number of shares of Common Stock, set forth opposite each Initial Purchaser’s name on Attachment A, at a purchase price of $1.3393 per share. The shares of Series A Preferred Stock and shares of Common Stock issued to the Purchasers pursuant to this Agreement shall be referred to in this Agreement as the “Shares.” The aggregate purchase price for the Shares shall be paid to the Company solely in cash by wire transfer of immediately available funds in accordance with the wire transfer instructions for the Company set forth on Attachment C, except with respect to those Shares being issued in connection with the conversion of the Convertible Notes, which are being issued in consideration, and payment and fulfilment, of the outstanding but unpaid principal and accrued interest thereunder.
Sale and Issuance of Series A Preferred Stock. The closing of the purchase of shares of the Company’s Series A Preferred Stock contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Merger. The Closing shall occur on the closing date of, and immediately prior to, or simultaneously with, the consummation of the Merger. Additional Purchaser shall deliver to the Company on or prior to August 3rd 2023, which is two (2) business days prior to the scheduled closing date of the Merger as of the date hereof of August 7th, 2023 (the “Scheduled Closing Date”), to be held in escrow until the Closing, the purchase price set forth on Exhibit A hereto (the “Purchase Price”) for the shares of the Company’s Series A Preferred Stock set forth on Exhibit A hereto (“Shares”) by wire transfer of United States dollars in immediately available funds to the account specified by the Company. In the event the Closing does not occur within five (5) business days of the Scheduled Closing Date, the Company shall promptly (but not later than two (2) business days thereafter) return the Purchase Price to the Additional Purchaser. In the event that the Closing fails to occur on the Scheduled Closing Date, Additional Purchaser hereby agrees to upon written notice from (or on behalf of) the Company to the Additional Purchaser (the “New Closing Date Notice”) that the Company reasonably expects all conditions to the Transaction Closing to be satisfied on a scheduled closing date specified in the New Closing Date Notice (the “New Scheduled Closing Date”), Additional Purchaser shall deliver to the Company, at least two (2) business days prior to the New Scheduled Closing Date to be held in escrow until the Closing, the Purchase Price for the Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the New Closing Date Notice, which at the Closing will be released to the Company against delivery by the Company promptly after the Closing. For the avoidance of doubt, the failure of the Closing to occur on the Scheduled Closing Date or New Scheduled Closing Date, as applicable, shall not terminate this Joinder or otherwise relieve any party of any of its obligations hereunder, including Additional Purchaser’s obligation to purchase the Shares following the Company’s delivery of a New Closing Date Notice.
Sale and Issuance of Series A Preferred Stock. (a) The Company shall adopt and file with the Secretary of State of the State of Delaware on or before the Closing (as defined below) the Certificate of Designations in the form of Exhibit A attached to this Agreement (the “Certificate of Designations”).
(b) On the terms and subject to the conditions of this Agreement, each Purchaser, severally and not jointly, agrees to purchase at the Closing and the Company agrees to sell and issue to each such Purchaser at the Closing the number of shares of Series A Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), set forth opposite such Purchaser’s name in Exhibit B hereto with an initial purchase price of $1,000.00 per share (the “Purchase Price”) for an aggregate purchase price of $350,000,000.00 (the “Aggregate Purchase Price”). The shares of Series A Preferred Stock issued to the Purchasers pursuant to this Agreement shall be referred to in this Agreement as the “Shares.”
Sale and Issuance of Series A Preferred Stock. (a) The Company shall adopt and file with the Secretary of State of the State of Texas on or before the Closing (as defined below) the Amended and Restated Articles of Incorporation in the form of Exhibit A attached to this Agreement (the “Restated Articles”) and the Certificate of Designation in the form of Exhibit B attached to this Agreement (the “Series A Certificate of Designation”).
(b) 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, an aggregate of 6,000,000 shares of Series A Preferred Stock, to be allocated among the Purchasers in the manner set forth opposite each Purchaser’s name on Exhibit C for the Purchase Price, as defined below. The shares of Series A Preferred Stock issued to the Purchasers pursuant to this Agreement shall be referred to in this Agreement as the “Shares.”
(c) As consideration for the Shares, the Purchaser has paid certain costs and expenses, and agrees to pay all additional costs and expenses up to but not exceeding $300,000 in the aggregate (including but not limited to legal fees, accounting fees, filing fees, printing costs, among others), associated with the Private Placement, the Registration Statement and the Trading Market Undertakings, and to provide such advise and counsel as may be reasonably necessary to carry out the Private Placement, the Registration Statement and the Trading Market Undertakings. The costs and expenses paid by the Purchaser hereunder shall be referred to in this Agreement as the “Purchase Price.”
Sale and Issuance of Series A Preferred Stock. 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, 95,000 shares of the Company's Series A Preferred Stock (the "Shares"), at a purchase price of $100 per share, or an aggregate purchase price of $9,500,000 (the "Purchase Price").
Sale and Issuance of Series A Preferred Stock. Subject to the terms and conditions of this Agreement, VB agrees to purchase at the Closing and the Corporation agrees to sell and issue to VB at the Closing the number of shares of Series A Preferred Stock set forth opposite each VB party’s name on Exhibit A attached hereto, for an aggregate purchase price of $2,200,000.00.
