Common use of Sale and Issuance of Series A Preferred Stock Clause in Contracts

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. (a) The Company has filed shall adopt and file with the Secretary of State of the State of Delaware on or before the First Initial Closing (as defined below) the Amended and Restated Certificate of Incorporation in the form of Attachment Exhibit B attached to this Agreement (the “Restated Certificate”). (b) On or prior to the Initial Closing, the Company shall have authorized (i) the sale and issuance to the Investors pursuant to this Agreement of up to 7,080,000 shares (the “Shares”) of its Series A Preferred Stock, $0.0001 par value per share (the “Series A Preferred Stock”), and (ii) the issuance of the shares of the Company’s Common Stock, $0.0001 par value per share (the “Common Stock”), to be issued upon conversion of the Shares (the “Conversion Shares”). As of the Initial Closing, the Series A Preferred Stock and the Common Stock shall have the rights, privileges, and restrictions set forth in the Restated Certificate. (c) Subject to the terms and conditions of this Agreement, each of the Initial Purchasers agrees Investor agrees, severally and not jointly, to purchase at the Initial Closing applicable Closing, and the Company agrees to sell and issue to each of the Initial Purchasers Investor at the Initial such Closing, (a) that number of shares Shares of Series A-1 A Preferred Stock (the “Series A-1 Preferred Stock”), set forth opposite each Initial Purchasersuch Investor’s name on Attachment A, Exhibit A attached hereto under the column entitled “Cash Paid at Closing” with respect to such Closing at a purchase price of $1.6742 1.44134 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 “SharesShare.” 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. (a) The Board of Directors of the Company has filed approved, and upon receipt of all necessary stockholder approvals, the Company shall file with the Secretary of State of the State of Delaware (i) on or before the First Closing (as defined below), an Amended and Restated Certificate of Incorporation in the form of Attachment B attached to this Agreement hereto as Exhibit A-1 (the “"First Restated Certificate”"), and (ii) on or before the Subsequent Closing (as defined below), an Amended and Restated Certificate of Incorporation in the form attached hereto as Exhibit A-2 (the "Second Restated Certificate"); provided that, if the Closing and the Subsequent Closing are substantially simultaneous, the Company shall file only the Second Restated Certificate. (b) The Board of Directors of the Company has authorized, subject to the receipt of all necessary stockholder approvals, (i) the sale and issuance to the Investors of the Series A Preferred Stock (as defined below) and (ii) the issuance of the shares of Common Stock (as defined below) 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 First Restated Certificate or the Second Restated Certificate, as applicable. (c) Subject to the terms and conditions of this Agreement, each of the Initial Purchasers agrees Investor agrees, severally and not jointly, to purchase at the Initial Closing (as defined below) and the Company agrees to sell and issue to each of the Initial Purchasers Investor at the Initial Closing, (a) that number of shares of the Company's Series A-1 A Preferred Stock (the “Series A-1 Preferred Stock”), set forth opposite each Initial Purchaser’s Investor's name on Attachment A, at Part I of Schedule A hereto for a purchase price of $1.6742 5.17 per shareshare (the "Per Share Price"). (d) Subject to the terms and conditions of this Agreement, each Investor agrees, severally and not jointly, to purchase at the Subsequent Closing (bas defined below) and the Company agrees to sell and issue to each Investor at the Subsequent Closing, 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 “Company's Series A Preferred Stock”) and that number of shares of Common Stock, Stock set forth opposite each Initial Purchaser’s Investor's name on Attachment A, at Part II of Schedule A hereto for 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 “SharesPer Share Price.” 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. (a) The Company’s Board of Directors (the “Board of Directors”) shall adopt, and the Company has filed shall file with the Secretary of State of the State of Delaware on or before the First Closing (as defined below), the Third Amended and Restated Certificate of Incorporation Designations, Preferences, and Relative Rights and Limitations of Series A Preferred Stock in the form of Attachment B Exhibit A attached to this Agreement (the “CertificateCertificate of Designations”). (b) The Certificate of Designations will amend and restate the Company’s Second Amended and Restated Certificate of Designations, Preferences and Relative Rights and Limitations of Series A Cumulative Redeemable Preferred Stock (the “Prior Certificate of Designations”), which described the rights and preferences of the Company’s “Series A-1 Cumulative Redeemable Preferred Stock” and “Series A-2 Cumulative Redeemable Preferred Stock” (as such terms are defined in the Prior Certificate of Designations). (c) Subject to the terms and conditions of this Agreement, each of the Initial Purchasers Investor agrees to purchase at the Initial Closing Closing, and the Company agrees to sell and issue to each of the Initial Purchasers Investor at the Initial Closing, (a) that number of 750,000 shares of Series A-1 A Preferred Stock Stock, $0.01 par value per share (the “Series A-1 Preferred StockNew Shares”), set forth opposite each Initial Purchaser’s name on Attachment A, at a purchase price of $1.6742 20.00 per share. (d) Simultaneously with the issuance of the New Shares, and (b) that number of shares of Series A-1 Cumulative Redeemable Preferred Stock and Series A-2 Cumulative Redeemable Preferred Stock (together, the “Series A-2 Original Preferred Stock” and along with the Series A-1 Preferred Stock, the ”) that will be re-named as “Series A Preferred Stock”) ” and that number of the Original Preferred Stock shall subsequently have identical rights and preferences as the New Shares. Collectively, the New Shares and the renamed 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 (formerly referred to as the Series A A-1 Cumulative Redeemable Preferred Stock and shares of Common Stock issued to the Purchasers pursuant to this Agreement Series A-2 Cumulative Redeemable Preferred Stock) 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. (a) The Board of Directors of the Company has filed approved, and upon receipt of all necessary stockholder approvals, the Company shall file with the Secretary of State of the State of Delaware on or before the First Closing (as defined below), an Amended and Restated Certificate of Incorporation in the form of Attachment B attached to this Agreement hereto as Exhibit A (the “"Restated Certificate”"). (b) The Board of Directors of the Company has authorized, subject to the receipt of all necessary stockholder approvals, (i) the sale and issuance to the Investors of the Series A Preferred Stock (as defined below) and (ii) the issuance of the shares of Common Stock (as defined below) 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 of the Initial Purchasers agrees Investor agrees, severally and not jointly, to purchase at the Initial Closing (as defined below) and the Company agrees to sell and issue to each of the Initial Purchasers Investor at the Initial Closing, (a) that number of shares of the Company's Series A-1 A Preferred Stock (the “Series A-1 Preferred Stock”), set forth opposite each Initial Purchaser’s Investor's name on Attachment A, at Schedule A hereto for a purchase price of $1.6742 5.17 per shareshare (the "Per Share Price"). (d) If requested by the Company pursuant to Section 1.1(e) hereof, the Investors may, in the sole discretion of the Investors holding a majority of the Series A Preferred Stock, purchase additional shares of the Company's Series A Preferred Stock from time to time at a per share purchase price equal to the Per Share Price (such purchase, an "Additional Investment") for aggregate cash consideration not to exceed $15,000,000, in order to finance the Company's working capital needs and to finance investments and acquisitions other than the acquisition described in the Asset Purchase Agreement (as defined below). (e) If the Company wishes to request that the Investors make an Additional Investment, the Company shall notify each Investor within 45 days of the date hereof. Such notice shall be irrevocable and shall specify (i) the estimated closing date of the Additional Investment (which shall be a Business Day and shall be on or after the date of the Closing), (ii) the number of shares each Investor would buy (pro rata, based on the amount of such Investor's original purchase, or as otherwise agreed by the Investors) and the aggregate consideration each Investor would pay in such Additional Investment, (iii) a reasonably detailed description of the anticipated use of proceeds of such Additional Investment, and (iv) to the extent the proceeds of the Additional Investment are to be used for investments or acquisitions, the conditions to consummation of such transaction or transactions. In addition, the Company shall provide the Investors with such other information as the Investors may reasonably request after they have received such notice. (f) If, within 45 days of the date hereof, (a) the Company provides the notice described in Section 1.1(e) and (b) Investors whose pro rata portions of the requested Additional Investment together represent a majority of the Shares of Series A Preferred Stock to be sold in connection with such Additional Investment shall have notified the Company that they (i) waive the condition to Closing set forth in Section 8.8(b) hereof, and (ii) are willing to provide their respective portions of the Additional Investment (subject to satisfaction of the remaining conditions to the Subsequent Closing), such Investor(s) shall, subject to the satisfaction of the conditions set forth in Sections 7 and 8 hereof and relying on the representations and warranties herein set forth, purchase from the Company at the Per Share Price 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 Company's Series A Preferred Stock and representing such Investors' respective pro rata portions of the Additional Investment on the requested closing date. If Investors who have agreed to purchase a majority of the shares of Common Preferred Stock issued to the Purchasers sold pursuant to this Agreement so request, the Company and the Investors shall be referred work together in good faith to in this Agreement as the “Shares.” The aggregate purchase price for the Shares shall be paid agree on modifications to the Company solely in cash by wire transfer of immediately available funds in accordance with conditions precedent to the wire transfer instructions for Subsequent Closing, and the Company set forth on Attachment C, except with respect shall deliver an amended notice pursuant 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 thereunderSection 1.1(e) incorporating such agreed conditions precedent.

Sale and Issuance of Series A Preferred Stock. (a) The Company has filed shall adopt and file with the Secretary of State of Nevada on or before the State of Delaware Closing (as such term is defined in Section 1.2) the First Amended and Restated Certificate of Incorporation Designations, Preferences and Rights in the form of Attachment B attached to this Agreement hereto as Exhibit A (the “Certificate”"Certificate of Designations"). (b) On or prior to the Closing (as defined below), the Company shall have (i) authorized the sale and issuance to Investor of 50,000,000 shares of Elsinore Corporation cumulative convertible Series A Preferred Stock with a cumulative dividend of 6% and a liquidation preference of $0.36 per share, as evidenced by share certificates substantially in the form of Exhibit B attached hereto (the "Series A Preferred Stock"), and (ii) reserved the issuance of 93,000,000 shares of common stock of the Company to be issued upon a conversion of the Series A Preferred Stock (the "Conversion Shares"). The Series A Preferred Stock shall have the rights, preferences, privileges and restrictions set forth in the Certificate of Designations and the Conversion Shares shall have the rights, preferences, privileges and restrictions of common stock of the Company as set forth in the Company's Amended and Restated Articles of Incorporation (the "Articles of Incorporation"). (c) Subject to the terms and conditions of this Agreement, each of the Initial Purchasers Investor agrees to purchase at the Initial Closing Closing, and the Company agrees to sell and issue to each to, and authenticate for, Investor at the Closing, 50,000,000 shares 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 Stock in exchange for the Mortgage Notes in the original aggregate principal amount of $1.3393 per share. The 18,000,000. (d) Both the Company and Investor agree that the existing requirements governing the election of the Company's directors are adequate to provide for the election of directors by the holders of shares of Series A Preferred Stock and Stock, pursuant to the voting rights granted to such holders herein, in the certificate evidencing such shares of Common Stock issued Series A Preferred Stock, in the Certificate of Designations, Preferences and Rights of Elsinore Corporation Series A Preferred Stock, dated September 23, 1998, or in other documents ancillary hereto or thereto, in the event of a default in the payment of dividends to such holders by the Purchasers pursuant to this Agreement shall be referred to in this Agreement as the “SharesCompany.” 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.