Sale and Issuance of Series B 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 Second Amended and Restated Certificate of Incorporation in the form of Exhibit B attached to this Agreement (the “Second 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 B Preferred Stock, $0.0001 par value per share (the “Series B Preferred Stock”), set forth opposite each Purchaser’s name on Exhibit A, at a purchase price of $8.7992 per share. The shares of Series B Preferred Stock issued to the Purchasers pursuant to this Agreement (including any shares issued at the Initial Closing and any Additional Shares, as defined below) shall be referred to in this Agreement as the “Shares”.
Sale and Issuance of Series B 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 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 and the Company agrees to sell and issue to the Purchaser at the Closing three million, eight hundred thirty-one thousand, two hundred ninety-three (3,831,293) shares of Series B-1 Preferred Stock, $0.001 par value per share (the “Series B-1 Preferred Stock”), which number constitutes 10% of the Company’s outstanding shares Common Stock, calculated on an as converted basis immediately prior to the Closing, in consideration of certain license rights granted to the Company pursuant to the Collaboration Agreement (as defined below), which is being entered into concurrently with the transactions contemplated hereby. The price per share ascribed to the Shares is $6.75 per share. The shares of Series B-1 Preferred Stock issued to the Purchaser pursuant to this Agreement (including any shares issued at the Closing, as defined below) shall be referred to in this Agreement as the “Shares.”
Sale and Issuance of Series B Preferred Stock. (a) The Board of Directors of the Company has approved and shall file with the Secretary of State of the State of Delaware on or before the Closing (as defined below), a Certificate of Designations, Preferences and Rights of Series B Preferred Stock in the form attached hereto as Exhibit A-1 (the “Certificate of Designations”).
(b) The Board of Directors of the Company has authorized, subject to the receipt of all necessary stockholder approvals and the filing of the Certificate of Amendment (as defined below), (i) the sale and issuance to the Investors of the Series B Preferred Stock (as defined below), (ii) the issuance of the shares of Common Stock (as defined below) to be issued upon conversion of the Series B Preferred Stock (the “Conversion Shares”), (iii) the sale and issuance to the Investors of the Warrants (as defined below), and (iv) the issuance of the shares of Common to be issued upon exercise of the Warrants (the “Warrant Shares”). The Series B Preferred Stock, the Conversion Shares and the Warrant Shares shall have the rights, preferences, privileges and restrictions set forth in the Certificate of Designations or the Fourth Amended and Restated Certificate of Incorporation of the Company, as applicable.
(c) Subject to the terms and conditions of this Agreement, each Investor agrees, severally and not jointly, 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 the Company’s Series B Preferred Stock set forth opposite each Investor’s name on Part I of Schedule A hereto for a purchase price of $1.50 per share (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 (as defined below) and the Company agrees to sell and issue to each Investor at the Subsequent Closing, that number of shares of the Company’s Series B Preferred Stock set forth opposite each Investor’s name on Part II of Schedule A hereto for a purchase price of the Per Share Price.
Sale and Issuance of Series B Preferred Stock. (a) The Company previously filed with the Secretary of State of the State of Delaware on August 24, 2016 the Amended and Restated Certificate of Incorporation (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 93,458 shares of Series B-2 Preferred Stock for an aggregate purchase price of One Million Dollars ($1,000,000). The shares of Series B-2 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 B Preferred Stock. (a) The Company’s Fourth Amended and Restated Certificate of Incorporation in the form of Exhibit B attached to this Agreement (the “Fourth Restated Certificate”) shall remain on file with the Secretary of State of the State of Delaware on or before the Initial Closing (as defined below).
(b) Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase at the Initial Closing (or at a subsequent Closing authorized by the Company’s Board of Directors, if applicable) and the Company agrees to sell and issue to each Purchaser at the Closing that number of shares of Series B-3 Preferred Stock, $0,0001 par value per share (the “Series B-3 Preferred Stock”), set forth opposite each Purchaser’s name on Exhibit A with regard to such Closing, at a purchase price of $9.6791 per share. The shares of Series B Preferred Stock issued to the Purchasers pursuant to this Agreement (including any shares issued at the Initial Closing and any Additional Shares, as defined below) shall be referred to in this Agreement as the “Shares”, and may not exceed an aggregate of 361,604 shares of Series B-3 Preferred Stock.
Sale and Issuance of Series B Preferred Stock. (a) The Company shall adopt and file with the Secretary of State of the State of Delaware on or before the First Closing (as defined below) the Second 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 each Closing (as defined below) and the Company agrees to sell and issue to each Purchaser at the Closing that number of shares of Series B-1 Convertible Preferred Stock, par value $0.001 (the “Series B-1 Preferred Stock”), or Series B-2 Convertible Preferred Stock, par value $0.001 (the “Series B-2 Preferred” and together with the Series B-1 Preferred Stock the “Series B Preferred Stock”) set forth opposite each Purchasers name on Exhibit A, at a purchase price of $1.00 per share of Series B-1 Preferred Stock and at the Second Closing Purchase Price per share of Series B-2 Preferred Stock. The shares of Series B Preferred Stock issued to the Purchasers pursuant to this Agreement (including any shares issued at the First Closing (the “Initial Shares”) and any Milestone Shares (as defined below) shall be referred to in this Agreement as the “Shares.”
Sale and Issuance of Series B 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), Amended and Restated Articles of Incorporation in substantially the form attached hereto as EXHIBIT A (the "Restated Articles").
(b) Subject to the terms and conditions of this Agreement, each Investor agrees, severally, to purchase at the First Closing pursuant to Section 1.2, and the Company agrees to sell and issue to each Investor at the First Closing pursuant to Section 1.2, that number of shares of the Company's Series B Preferred Stock set forth opposite each Investor's name on SCHEDULE A hereto for the purchase price of $4.00 per share.
(c) Subject to the terms and conditions of this Agreement, each Subsequent Investor (as defined below) agrees, severally, to purchase at the applicable Subsequent Closing pursuant to Section 1.3, and the Company agrees to sell and issue to each Subsequent Investor at the applicable Subsequent Closing pursuant to Section 1.3, that number of shares of the Company's Series B Preferred Stock mutually agreed upon by the Company and such Subsequent Investor for the purchase price of $4.00 per share.
Sale and Issuance of Series B Preferred Stock. (a) The Company shall adopt and file with the Secretary of State of California on or before the Closing (as defined below) Amended and Restated Articles of Incorporation ("Restated Articles") in the form attached hereto as EXHIBIT A.
(b) Subject to the terms and conditions of this Agreement, each Investor agrees, severally and not jointly, to purchase at the Closing and the Company agrees to sell and issue to each Investor at the Closing, that number of shares of the Company's Series B Preferred Stock set forth opposite each Investor's name on SCHEDULE A hereto for the purchase price set forth thereon. Such purchase shall be payable by Investor either by (i) delivery to Company by Investor of a check in the amount of the purchase price payable to the Company's order (or by wire transfer of funds in such amount to the Company's designated bank account), (ii) cancellation of indebtedness of the Company to Investor in an amount equal to the purchase price through the delivery of an original Promissory Note of the Company marked cancelled for the amount of indebtedness converted or (iii) by some combination of payment and cancellation of indebtedness which in the aggregate shall be equal to such purchase price. Each Investor holding a Promissory Note from the Company will cancel such Note at the Closing in exchange for shares of Series B Preferred Stock as set forth after their names on Schedule A, and the Company will pay any accrued interest at the Closing.
Sale and Issuance of Series B Preferred Stock. Subject to the terms and conditions of this Agreement, each Investor agrees, severally but not jointly, to purchase at the Closing, and the Company agrees to sell and issue to each Investor at the Closing, that number of shares of the Company’s Series B Preferred Stock set forth opposite each Investor’s name on Exhibit A hereto at a purchase price of $46.03 per share. The shares of Series B Preferred Stock to be sold pursuant to this Agreement are collectively referred to herein as the “Shares.” The Series B Preferred Stock shall have the rights, preferences, privileges and restrictions set forth in the form of certificate of designation for the Series B Preferred Stock attached hereto as Exhibit C (the “Certificate of Designation”), which Certificate of Designation will be filed with the Secretary of State of the State of Delaware prior to the Closing (as defined below).
Sale and Issuance of Series B Preferred Stock. Subject to the terms and conditions of this Agreement, the Purchaser agrees to purchase, and the Company agrees to sell and issue to the Purchaser, in the manner and at the times and places set forth below, 500,000 shares of Series B Preferred Stock at a purchase price of $20 per share. The shares of Series B Preferred Stock issued to the Purchaser pursuant to this Agreement shall be hereinafter referred to as the "Stock." This Agreement, together with the Schedule of Exceptions attached hereto as Exhibit B, the Statement of Rights of Preferred Stock Series B (the "Statement of Rights") attached hereto as Exhibit A, and the Registration Rights Agreement (the "Registration Rights Agreement") attached hereto as Exhibit C (collectively, the "Transaction Documents"), will comprise the primary agreements governing the relationship between the Company and the Purchaser with respect to the subject matter hereof. Prior to the Initial Closing (as defined below), the Company will have adopted and filed with the Secretary of State of Minnesota the Statement of Rights, in substantially the form attached hereto as Exhibit B, establishing, among other things, the Series B Preferred Stock.
