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

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 (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 Fifth Amended and Restated Certificate of Designation Incorporation in the form of attached hereto as Exhibit B attached to this Agreement (the "Restated Certificate"). 1.1.2 (b) Subject to the terms and conditions of this AgreementAgreement and the Notes (defined below), each Purchaser severally and not jointly agrees to purchase at the Closing (as defined below) and the Company agrees to sell and issue to each such 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 Stock listed opposite each such Purchaser's name on Exhibit A, A attached hereto at a purchase price of $100,000 17.65 per shareshare upon conversion of the Notes. The shares of Series D Preferred Stock issued to the Purchasers each such Purchaser pursuant to this Agreement (including any shares issued at the Initial Closing and any Additional Shares, as defined below) shall be are hereinafter referred to in this Agreement as the "SharesStock." (c) The Stock and the Common Stock issuable upon conversion of the Stock shall have the rights, privileges, preferences and restrictions as set forth in the Restated Certificate.

Sale and Issuance of Series D Preferred Stock. 1.1.1 (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 Fifth Amended and Restated Certificate of Designation Incorporation, in the form of attached hereto as Exhibit B attached to this Agreement (the "Restated Certificate"). 1.1.2 (b) Subject to the terms and conditions of this Agreement, each Purchaser severally 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"), Stock set forth opposite each such Purchaser's name on Exhibit A, A attached hereto at a purchase price of $100,000 10.29 per share. The shares of Series D 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 "SharesStock."

Sale and Issuance of Series D Preferred Stock. 1.1.1 (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 Fourth Amended and Restated Certificate of Designation Incorporation in the form of attached hereto as Exhibit B attached to this Agreement (the "Restated Certificate"). 1.1.2 (b) Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase at the Closing (as defined below) 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 D Preferred Stock and/or Series D-1 Preferred Stock, $.001 0.0001 par value per share (the "Series D Preferred Stock")share, set forth opposite each such Purchaser's name on Exhibit A, A attached hereto at a purchase price of $100,000 8.83 per share. The shares of Series D Preferred Stock and Series D-1 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 "SharesStock."