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

Sale and Issuance of Series B Preferred Stock. (a) On or before the Closing, the Company shall have filed with the Secretary of State of the State of Delaware the Third Amended and Restated Certificate of Incorporation in the form attached as Exhibit B hereto (the “Certificate of Incorporation”). (b) Upon the terms and subject to the conditions set forth in this Agreement, each Purchaser agrees to purchase and the Company agrees to sell and issue to such Purchaser, at the Closing, that number of shares of the Company’s Series B Preferred Stock, par value $100 per share (the “Series B Preferred Stock”), set forth opposite each such Purchaser’s name on Exhibit A hereto at a purchase price of $100 per share. The shares of Series B Preferred Stock issued to the Purchasers pursuant to this Agreement are referred to in this Agreement as “Securities.” The Securities will have the rights, preferences and privileges set forth in the Certificate of Incorporation.

Sale and Issuance of Series B Preferred Stock. (a) On or before the Closing, the The Company shall have filed adopt and file with the Secretary of State of the State of Delaware on or before the Third Initial Closing (as defined below) the Second Amended and Restated Certificate of Incorporation in the form attached as of Exhibit B hereto attached to this Agreement (the “Certificate of IncorporationSecond Restated Certificate”). (b) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each Purchaser agrees to purchase at the Closing and the Company agrees to sell and issue to such Purchaser, each Purchaser at the Closing, Closing that number of shares of the Company’s Series B Preferred Stock, $0.0001 par value $100 per share (the “Series B Preferred Stock”), set forth opposite each such Purchaser’s name on Exhibit A hereto A, at a purchase price of $100 8.7992 per share. The shares of Series B Preferred Stock issued to the Purchasers pursuant to this Agreement are (including any shares issued at the Initial Closing and any Additional Shares, as defined below) shall be referred to in this Agreement as the “SecuritiesShares”.” The Securities will have the rights, preferences and privileges set forth in the Certificate of Incorporation.

Sale and Issuance of Series B Preferred Stock. (a) On or before The Board of Directors has duly adopted and approved and submitted to the Closingshareholders of the Company for their adoption and approval, the Second Amended and Restated Certificate of Incorporation attached to this Agreement as Exhibit B (the “Certificate”). Upon due approval of the Certificate by the shareholders of the Company, the Company shall have filed file the Certificate with the Secretary of State of the State of Delaware the Third Amended and Restated Certificate of Incorporation in the form attached as Exhibit B hereto (the “Certificate of Incorporation”).Delaware (b) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each the Purchaser agrees to purchase at the Closings (as defined below) and the Company agrees to sell and issue to such Purchaser, the Purchaser at the Closing, Closings that number of shares of the Company’s Series B Preferred Stock, $.0001 par value $100 per share (the “Series B Preferred Stock”), set forth opposite each such Purchaser’s name on Exhibit A hereto in Section 1.3(a) below, at a purchase price of $100 0.0284 per share. The shares of Series B Preferred Stock issued to the Purchasers Purchaser pursuant to this Agreement are shall be referred to in this Agreement as the “Shares” (and together with the Note, the “Purchased Securities”).” The Securities will have the rights, preferences and privileges set forth in the Certificate of Incorporation.

Sale and Issuance of Series B Preferred Stock. (a) On or before the Closing, the The Company shall have filed adopt and file with the Secretary of State of the State of Delaware on or before the Third Closing (as defined in Section 1.2(a) below) the Amended and Restated Certificate of Incorporation in the form attached hereto as Exhibit B hereto (the “Certificate of Incorporation”"Restated Certificate"). (b) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each Purchaser agrees to purchase at the Closing, and the Company agrees to sell and issue to such Purchaser, each Purchaser at the Closing, that number of shares of the Company’s 's Series B Preferred Stock, $0.0001 par value $100 per share (the “"Series B Preferred Stock”"), set forth opposite each such Purchaser’s 's name on Exhibit A attached hereto at a purchase price of $100 0.802 per share. The shares of Series B Preferred Stock issued to the Purchasers pursuant to this Agreement are shall be hereinafter referred to in this Agreement as “Securitiesthe "Stock.” The Securities will have the rights, preferences and privileges set forth in the Certificate of Incorporation."

Sale and Issuance of Series B Preferred Stock. (a) On or before the Closing, the The Company shall have filed adopt and file with the Secretary of State of the State of Delaware California on or before the Third Amended and Restated Closing (as defined below) the Certificate of Incorporation Determination for Series B Preferred Stock in the form attached as of Exhibit B hereto attached to this Agreement (the “Certificate of IncorporationDetermination”). (b) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each Purchaser agrees the Purchasers agree, severally and not jointly, to purchase at the Closing and the Company agrees to sell and issue to such Purchaser, the Purchasers at the Closing, Closing that number of shares of the Company’s Series B Preferred Stock, no par value $100 per share (the “Series B Preferred Stock”), set forth opposite each such Purchaser’s the Purchasers’ name on Exhibit A hereto A, at a purchase price of $100 6.00 per share. The shares of Series B Preferred Stock issued to the Purchasers pursuant to this Agreement are (including any shares issued at the Closing) shall be referred to in this Agreement as the “SecuritiesShares.” The Securities will have the rights, preferences and privileges set forth in the Certificate of Incorporation.”

Sale and Issuance of Series B Preferred Stock. (a) On or before the Closing, the The Company shall have filed adopt and file with the Secretary of State of the State of Delaware on or before the Third Closing (as defined below) the Second Amended and Restated Certificate of Incorporation (the “Restated Certificate”) in the form of Exhibit A attached as Exhibit B hereto (the “Certificate of Incorporation”)to this Agreement. (b) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each the Purchaser agrees to purchase and the Company agrees to sell and issue to such Purchaser, the Purchaser at the Closing, that number Closing 12,500,000 shares of shares Series B Preferred Stock of the Company’s Series B Preferred Stock, par value $100 0.001 per share (the “Series B Preferred Stock”), set forth opposite each such Purchaser’s name on Exhibit A hereto at a purchase price of $100 2.00 per shareshare (the “Original Purchase Price”). The shares of Series B Preferred Stock issued to the Purchasers Purchaser pursuant to this Agreement are shall be referred to in this Agreement as the “SecuritiesShares.” The Securities will have the rights, preferences and privileges set forth in the Certificate of Incorporation.”

Sale and Issuance of Series B Preferred Stock. (a) On or before the Closing, the The Company shall have filed 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 attached as of Exhibit B hereto attached to this Agreement (the “Certificate of IncorporationRestated Certificate”). (b) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each the Initial Purchaser agrees to purchase at the each of the Initial Closing and Subsequent Closing (as defined below) and the Company agrees to sell and issue to such Purchaser, the Initial Purchaser at the Closing, Initial Closing and Subsequent Closing that number of shares of the Company’s Series B Preferred Stock, $0.001 par value $100 per share (the “Series B Preferred Stock”), set forth opposite each such Purchaser’s name on Exhibit A hereto A, at a purchase price of $100 1.11 per share. The shares of Series B Preferred Stock issued to the Purchasers pursuant to this Agreement are (including any shares issued at the Initial Closing and the Subsequent Closing) shall be referred to in this Agreement as the “SecuritiesShares.” The Securities will have the rights, preferences and privileges set forth in the Certificate of Incorporation.”

Sale and Issuance of Series B Preferred Stock. (a) On or before the Closing, the The Company shall have adopted and filed with the Secretary of State of the State Commonwealth of Delaware Puerto Rico on or before the Third First Closing (as defined below) the Fourth Amended and Restated Certificate of Incorporation in the form attached as of Exhibit B hereto attached to this Agreement (the “Certificate of IncorporationRestated Certificate”). ) to, among other things, (bi) Upon the terms and subject to the conditions set forth in this Agreement, each Purchaser agrees to purchase and the Company agrees to sell and issue to such Purchaser, at the Closing, that number of shares of the Company’s authorize its Series B Preferred Stock, par value $100 0.01 per share (the “Series B Preferred Stock”)) and (ii) the issuance of the shares of common stock, par value $0.01 per share (the “Common Stock”) to be issued upon conversion of the Series B Preferred Stock. (b) Subject to the terms and conditions of this Agreement, each Purchaser agrees, severally and not jointly, 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 Preferred Stock (the “Shares”) set forth opposite each such Purchaser’s name on Exhibit A attached hereto (the “Schedule of Purchasers”) at a purchase price of $100 4.0000 per share. The shares of Series B Preferred Stock issued to the Purchasers pursuant to this Agreement are referred to in this Agreement as “Securities.” The Securities will have the rights, preferences and privileges set forth in the Certificate of Incorporation.