Sale and Issuance of Series D Preferred Stock. (a) The Company shall adopt and file with the Secretary of State of Delaware on or before the Initial Closing (as defined below) the Fifth Amended and Restated Certificate of Incorporation in the form attached hereto as Exhibit A (the “Restated Certificate”).
(b) On or prior to the Initial Closing, the Company shall have authorized (i) the sale and issuance to the Investors of the Shares and (ii) the issuance of the shares of Common Stock of the Company to be issued upon conversion of the Shares (the “Conversion Shares”), in each case as set forth herein. The Shares 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 applicable Closing (as defined below) pursuant to Section 1.2(a) and (b) and the Company agrees to sell, issue and deliver to each Investor at such Closing, at a purchase price per share of $10.00, that number of Shares set forth opposite such Investor’s name on Schedule I hereto, in consideration of the cash to be paid by such Investors, as set forth on Schedule I hereto.
Sale and Issuance of Series D Preferred Stock. 1.1.1 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 Certificate of Designation in the form of Exhibit B attached to this Agreement (the "Certificate").
1.1.2 Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase at the Closing (as defined below) and the Company agrees to sell and issue to each Purchaser at the Closing that number of shares of Series D Preferred Stock, $.001 par value per share (the "Series D Preferred Stock"), set forth opposite each Purchaser's name on Exhibit A, at a purchase price of $100,000 per share. The shares of Series D 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 D Preferred Stock. 1.1.1 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 attached hereto as Exhibit A (the “Restated Certificate”).
1.1.2 On or prior to the Closing, the Company shall have authorized (i) the sale and issuance to the Investors of up to twelve million five hundred thousand (12,500,000) shares of the Series D Preferred Stock of the Company, $0.0001 par value per share (the “Series D Preferred Stock”), and (ii) the issuance of the shares of the Common Stock of the Company, $0.0001 par value per share (the “Common Stock”), to be issued upon conversion of the Series D Preferred Stock (the “Conversion Shares”). The Series D Preferred Stock and the Conversion Shares shall have the rights, preferences, privileges and restrictions set forth in the Restated Certificate.
1.1.3 Subject to the terms and conditions of this Agreement, each Investor shall purchase, at the Closing, that number of shares of Series D Preferred Stock set forth opposite such Investor’s name under the heading “Number of Shares Purchased at Closing” on Schedule 1.11.1.3 hereto for the purchase price of $1.20 per share for total consideration of $15,000,000.00.
Sale and Issuance of Series D Preferred Stock. (a) The Company will have authorized before Closing (as defined below) the sale and issuance of up to 1,500,000 shares of Series D Preferred Stock (the "Shares"), with the Shares having the rights, preferences, privileges and restrictions as set forth in the Company's Amended and Restated Articles of Incorporation in the form attached hereto as Exhibit A (the "Articles"), and the Company shall adopt and file the Articles with the Secretary of State of California on or before the Closing.
(b) Subject to the terms and conditions of this Agreement, the Company shall sell and issue to each Investor, and each Investor shall purchase from the Company, the number of Shares set forth on such Investor's signature page to this Agreement at a purchase price of $4.50 per share.
Sale and Issuance of Series D 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 Amended and Restated Certificate of Incorporation (the "Restated Certificate of Incorporation") 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 D Preferred Stock (the "Series D Preferred Stock") set forth opposite each Investor's name on Schedule A hereto for the purchase price set forth thereon.
Sale and Issuance of Series D Preferred Stock a. The Company has, or before the Closing (as defined below), will have, authorized the sale and issuance (the "Offering") of up to 1,000,000 shares of its Series D Preferred Stock (the "Series D Preferred Stock"), having the rights, preferences, privileges and restrictions set forth in the Amended and Restated Articles of Incorporation of the Company attached to this Agreement as Exhibit A. The Company has, or before the Closing will have, adopted and filed the Amended and Restated Articles of Incorporation with the California Secretary of State.
b. Subject to the terms and conditions of this Agreement, Investor agrees to purchase at the Closing, and the Company agrees to sell and issue to Investor at the Closing, 1,000,000 shares of Series D Preferred Stock at a purchase price of $6.00 per share.
Sale and Issuance of Series D 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”). The Company has authorized (i) the sale and issuance to the Investor of the Series D Preferred Stock and (ii) the issuance of such shares of Common Stock to be issued upon conversion of the Series D Preferred Stock. The Series D Preferred Stock and the Common Stock to be issued upon conversion of the Series D Preferred Stock have the powers, preferences and rights set forth in the Restated Certificate.
(b) Subject to the terms and conditions of this Agreement, the Investor agrees to purchase at the Closing, and the Company agrees to sell and issue to the Investor at the Closing, that number of shares of the Company’s Series D Preferred Stock (the “Series D Preferred Stock”) set forth opposite such Investor’s name on Schedule A hereto at a purchase price per share of $18.75.
Sale and Issuance of Series D 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 Fifth Amended and Restated Certificate of Incorporation in the form of Exhibit C attached to this Agreement (the “Restated Certificate”).
(b) Subject to the terms and conditions of this Agreement, each Purchaser irrevocably commits agrees to purchase at the Closing (as defined below) and the Company agrees to sell and issue to each Purchaser at the Closing, the number of shares of Series D-1 Preferred Stock, par value of $0.001, and at a purchase price of $0.7111 per share (the “Series D-1 Preferred Stock”) and/or the number of shares of Series D-2 Preferred Stock, par value of $0.001, and at a purchase price of $1.0159 per share (the “Series D-2 Preferred Stock” and together with the Series D-1 Preferred Stock, the “Series D Preferred Stock”), set forth opposite each Purchaser’s name on Exhibit A hereto and to issue to each Purchaser, in consideration for the purchase of Shares by such Purchaser at the Closing set forth opposite such Purchaser’s name on Exhibit A hereto. The shares of Series D 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 D Preferred Stock. Subject to the terms and conditions of this Agreement, each Investor agrees to purchase at the Closing, and the Company agrees to sell and issue to each such Investor at the Closing, that number of shares of the Company's Series D Preferred Stock (as defined below) set forth opposite each such Investor's name on Schedule A for a purchase price of $2.76 per share.
Sale and Issuance of Series D Preferred Stock. 1.1.1 The Company shall have adopted and filed the Company’s amended and restated certificate of incorporation in substantially the form of Exhibit A attached to this Agreement (the “Restated Certificate”) with the Secretary of State of Delaware on or before the Closing.
1.1.2 Subject to the terms and conditions of this Agreement, Purchaser shall purchase at the Closing and the Company agrees to sell and issue to Purchaser at such Closing 1,135,628 shares (“Shares”) of Series D Preferred Stock, $0.00001 par value per share, of the Company (“Series D Preferred Stock”) at a purchase price per share equal to $8.8057 (the “Purchase Price”), or $9,999,999.48 in the aggregate.
