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

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 On or before the Closing, the Company shall adopt and file have filed with the Secretary of State of the State of Delaware on or before the Initial Closing (as defined below) the Second Third Amended and Restated Certificate of Incorporation in the form of attached as Exhibit B attached to this Agreement hereto (the “Second Restated CertificateCertificate of Incorporation”). (b) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, each Purchaser agrees to purchase at the Closing and the Company agrees to sell and issue to each Purchaser such 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, A hereto at a purchase price of $8.7992 100 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 are referred to in this Agreement as “Securities.” The Securities will have the “Shares”rights, preferences and privileges set forth in the Certificate of Incorporation.

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 (the “Restated Certificate”) in the form of Exhibit B A attached to this Agreement (the “Second Restated Certificate”)Agreement. (b) Subject to the terms and conditions of this Agreement, each the Purchaser agrees to purchase at the Closing and the Company agrees to sell and issue to each the Purchaser at the Closing that number of 12,500,000 shares of Series B Preferred StockStock of the Company, $0.0001 par value $0.001 per share (the “Series B Preferred Stock”), set forth opposite each Purchaser’s name on Exhibit A, at a purchase price of $8.7992 2.00 per shareshare (the “Original Purchase Price”). The shares of Series B Preferred Stock issued to the Purchasers Purchaser 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 Initial Closing (as defined below) the Second Amended and Restated Certificate of Incorporation in the form of Exhibit attached hereto as EXHIBIT B attached to this Agreement (the “Second Restated Certificate”"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”), Stock set forth opposite each such Purchaser’s 's name on Exhibit A, EXHIBIT A attached hereto at a purchase price of $8.7992 2.1032 per share. The shares of Series B Preferred Stock issued to the Purchasers Purchaser pursuant to this Agreement (including any shares issued at the Initial Closing and any Additional Shares, as defined below) shall be hereinafter referred to in this Agreement as the “Shares”"STOCK."

Sale and Issuance of Series B Preferred Stock. (a) The Company shall adopt have adopted and file filed with the Secretary of State of the State Commonwealth of Delaware Puerto Rico on or before the Initial First Closing (as defined below) the Second Fourth Amended and Restated Certificate of Incorporation in the form of Exhibit B attached to this Agreement (the “Second Restated Certificate”)) to, among other things, (i) authorize its Series B Preferred Stock, par value $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 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, $0.0001 par value per share Stock (the “Series B Preferred StockShares”), ) set forth opposite each Purchaser’s name on Exhibit A, A attached hereto (the “Schedule of Purchasers”) at a purchase price of $8.7992 4.0000 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 Initial Closing (as defined below) the Second Third 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 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 each the Initial Purchaser at the Initial Closing and Subsequent Closing that number of shares of Series B Preferred Stock, $0.0001 0.001 par value per share (the “Series B Preferred Stock”), set forth opposite each such Purchaser’s name on Exhibit A, at a purchase price of $8.7992 1.11 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 belowthe Subsequent Closing) 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 California on or before the Initial Closing (as defined below) the Second Amended and Restated Certificate of Incorporation Determination for Series B Preferred Stock in the form of Exhibit B attached to this Agreement (the “Second Restated CertificateCertificate of Determination”). (b) Subject to the terms and conditions 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 each Purchaser the Purchasers at the Closing that number of shares of Series B Preferred Stock, $0.0001 no par value per share (the “Series B Preferred Stock”), set forth opposite each Purchaser’s the Purchasers’ name on Exhibit A, at a purchase price of $8.7992 6.00 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 belowClosing) shall be referred to in this Agreement as the “Shares.”.

Sale and Issuance of Series B Preferred Stock. (a) The Board of Directors has duly adopted and approved and submitted to the shareholders 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 adopt and file the Certificate 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”).Delaware (b) Subject to the terms and conditions of this Agreement, each the Purchaser agrees to purchase at the Closing Closings (as defined below) and the Company agrees to sell and issue to each the Purchaser at the Closing Closings that number of shares of Series B Preferred Stock, $0.0001 .0001 par value per share (the “Series B Preferred Stock”), set forth opposite each Purchaser’s name on Exhibit Ain Section 1.3(a) below, at a purchase price of $8.7992 0.0284 per share. The shares of Series B Preferred Stock issued to the Purchasers Purchaser 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 together with the Note, the “Purchased Securities”).

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 in Section 1.2(a) below) the Second Amended and Restated Certificate of Incorporation in the form of attached hereto as 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 Closing, and the Company agrees to sell and issue to each Purchaser at the Closing Closing, that number of shares of the Company's Series B Preferred Stock, $0.0001 par value per share (the “"Series B Preferred Stock”"), set forth opposite each such Purchaser’s 's name on Exhibit A, A attached hereto at a purchase price of $8.7992 0.802 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 hereinafter referred to in this Agreement as the “Shares”"Stock."