Common use of Sale and Purchase of the Securities Clause in Contracts

Sale and Purchase of the Securities. Subject to the terms and conditions of this Agreement, at the Closing: (a) the Company shall issue and sell to the Purchaser, free and clear of any and all Liens (except for transfer restrictions imposed by applicable securities Laws), 2,728,752 shares of Company Common Stock (the “Purchased Common Shares”), and the Purchaser shall purchase and acquire from the Company such Purchased Common Shares for an aggregate consideration of $21,830,016 (the “Common Stock Purchase Price”), at a per share price equal to $8.00, so that the Purchaser will hold 19.99% of the total issued and outstanding Company Common Stock on a fully diluted basis (assuming the conversion of the Purchased Preferred Shares into Company Common Stock of as of such time but without giving effect to the Purchaser’s ownership of Purchased Preferred Shares for purposes of calculating the Purchaser’s 19.99% holdings) immediately upon Closing); (b) the Company shall issue and sell to the Purchaser, free and clear of any and all Liens (except for transfer restrictions imposed by applicable securities Laws), 2,385,624 shares of Series B Preferred Stock (the “Purchased Preferred Shares”), which shall be convertible into 4,771,248 shares of Company Common Stock upon the Stockholder Approval (subject to adjustment in accordance with the Certificate of Designations), and the Purchaser shall purchase and acquire from the Company such Purchased Preferred Shares for an aggregate consideration of $38,169,984 (the “Preferred Stock Purchase Price”, and together with the Common Stock Purchase Price, the “Aggregate Consideration”), at a per Series B Preferred Stock price equal to $16.00, so that the Purchaser will hold 40.71% of the total issued and outstanding Company Common Stock on a fully diluted basis (assuming the conversion of the Purchased Preferred Shares into Company Common Stock as of such time) immediately upon Closing; (c) the Company and the Purchaser agree and acknowledge that the Aggregate Consideration for this Transaction shall be determined on the basis of the following assumptions: (i) the Company’s net book value per share of Company Common Stock based on the audited consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2016 (“Actual 2016 Net Book Value”) will not be lower than $8.00; and (ii) the 2017 EBITDA (as such term is defined in the 0000 Xxxxxxx) of the Company will not be lower than $22,000,000. Pursuant to the terms of the 0000 Xxxxxxx, if the Actual 2016 Net Book Value is below $8.00 per share and/or if the 2017 EBITDA is below $22,000,000, the Purchaser shall be entitled to adjustments to the Aggregate Consideration by way of downward adjustment of the exercise price of the 2018 Warrant pursuant to the terms therein, provided that if the aggregate exercise price of the 2018 Warrant is less than the total adjustment amounts, then following the exercise in full of the 2018 Warrant, the Company will be liable to pay the shortfall between the aggregate exercise price of the 0000 Xxxxxxx and the total adjustment amounts owed to the Purchaser; and (d) the Company shall issue to the Purchaser the 2018 Warrant.

Sale and Purchase of the Securities. 2.2.1 Subject to the terms and conditions of this Agreement, at on the Closing: (a) Closing Date, the Company shall issue will issue, sell and sell deliver to the Purchaser, free and clear of any and all Liens (except for transfer restrictions imposed by applicable securities Laws), 2,728,752 shares of Company Common Stock (the “Purchased Common Shares”), Purchaser and the Purchaser shall will purchase and acquire from the Company such Purchased Common Shares for an aggregate consideration of $21,830,016 one hundred fifty thousand (the “Common Stock Purchase Price”), at a per share price equal to $8.00, so that the Purchaser will hold 19.99% of the total issued and outstanding Company Common Stock on a fully diluted basis (assuming the conversion of the Purchased Preferred Shares into Company Common Stock of as of such time but without giving effect to the Purchaser’s ownership of Purchased Preferred Shares for purposes of calculating the Purchaser’s 19.99% holdings150,000) immediately upon Closing); (b) the Company shall issue and sell to the Purchaser, free and clear of any and all Liens (except for transfer restrictions imposed by applicable securities Laws), 2,385,624 shares of Series B C Preferred Stock (the “Purchased Preferred Shares”)Stock, which shall be each such share convertible into 4,771,248 7.0175466 shares of Company Common Stock upon or redeemable in cash by the Stockholder Approval (subject to adjustment Company, all as provided in accordance with the Certificate of Designations. At the Closing (as defined below), and a purchase price (the "PURCHASE PRICE") in the amount of one hundred U.S. dollars ($100.00) per share or an aggregate of fifteen million U.S. dollars ($15,000,000) shall be payable by the Purchaser shall purchase and acquire from to the Company such Purchased Preferred Shares by certified check or wire transfer of immediately available funds. 2.2.2 In consideration for an aggregate consideration the Purchaser's participation in the Financing, subject to the terms and conditions of $38,169,984 (the “Preferred Stock Purchase Price”this Agreement, and together with the Common Stock Purchase Price, the “Aggregate Consideration”), at a per Series B Preferred Stock price equal to $16.00, so that the Purchaser will hold 40.71% of the total issued and outstanding Company Common Stock on a fully diluted basis (assuming the conversion of the Purchased Preferred Shares into Company Common Stock as of such time) immediately upon Closing; (c) the Company and the Purchaser agree and acknowledge that the Aggregate Consideration for this Transaction shall be determined on the basis of the following assumptions: (i) the Company’s net book value per share of Company Common Stock based on the audited consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2016 (“Actual 2016 Net Book Value”) will not be lower than $8.00; and (ii) the 2017 EBITDA (as such term is defined in the 0000 Xxxxxxx) of Closing Date the Company will not be lower than $22,000,000. Pursuant to the terms of the 0000 Xxxxxxx, if the Actual 2016 Net Book Value is below $8.00 per share and/or if the 2017 EBITDA is below $22,000,000, the Purchaser shall be entitled to adjustments to the Aggregate Consideration by way of downward adjustment of the exercise price of the 2018 Warrant pursuant to the terms therein, provided that if the aggregate exercise price of the 2018 Warrant is less than the total adjustment amounts, then following the exercise in full of the 2018 Warrant, the Company will be liable to pay the shortfall between the aggregate exercise price of the 0000 Xxxxxxx and the total adjustment amounts owed to the Purchaser; and (d) the Company shall issue to the Purchaser the 2018 Common Stock Purchase Warrant to purchase an aggregate of seven hundred eighty nine thousand four hundred and seventy four (789,474) shares of Common Stock at an exercise price of $15.00 per share, pursuant to the terms and conditions set forth in that Common Stock Purchase Warrant, which shall be substantially in the form of Exhibit B hereto. 2.2.3 In consideration for the Purchaser's participation in the Financing, subject to the terms and conditions of this Agreement, on the Closing Date the Company will issue to the Purchaser the Additional Common Stock Purchase Warrant to purchase up to an aggregate of four hundred eighty thousand (480,000) additional shares of Common Stock at an exercise price of $4.25 per share, pursuant to the terms and conditions set forth in that Additional Common Stock Purchase Warrant, which shall be substantially in the form of Exhibit C hereto.

Sale and Purchase of the Securities. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closingcontained herein: (a) the The Company shall issue and sell to the Purchaser, free and clear of any and all Liens (except for transfer restrictions imposed by applicable securities Laws), 2,728,752 shares of Company Common Stock (the “Purchased Common Shares”), and the Purchaser shall purchase and acquire from the Company such Purchased Common Company, in the first tranche ("Tranche A"), (i) 694,444 Shares for an aggregate consideration of $21,830,016 (the “Common Stock Purchase Price”"Tranche A Shares"), at a purchase price of $1.44 per share price equal (appropriately adjusted for any stock split, combination, reorganization, recapitalization, reclassification, stock dividend, stock distribution or similar event, the "Per Share Purchase Price"), and (ii) for no additional consideration, Warrants to $8.00, so that purchase 347,222 Warrant Shares (the Purchaser will hold 19.99% of the total issued and outstanding Company Common Stock on a fully diluted basis (assuming the conversion of the Purchased Preferred Shares into Company Common Stock of as of such time but without giving effect to the Purchaser’s ownership of Purchased Preferred Shares for purposes of calculating the Purchaser’s 19.99% holdings) immediately upon Closing"Tranche A Warrants");. (b) At the Purchaser's option, exercisable at any time and from time to time within 60 days of the date hereof (or, if such day is not a business day, then the next immediately following business day), upon five business days' written notice (the "Option Notice"), subject to the conditions set forth in Section 8 hereof, the Company shall issue and sell to the Purchaser, free and clear of any and all Liens (except for transfer restrictions imposed by applicable securities Laws), 2,385,624 shares of Series B Preferred Stock (the “Purchased Preferred Shares”), which shall be convertible into 4,771,248 shares of Company Common Stock upon the Stockholder Approval (subject to adjustment in accordance with the Certificate of Designations), and the Purchaser shall purchase and acquire from the Company such Purchased Preferred Company, in the second tranche ("Tranche B") (i) up to 6,250,000 Shares for an aggregate consideration of $38,169,984 (the “Preferred Stock Purchase Price”, and together with the Common Stock Purchase Price, the “Aggregate Consideration”"Tranche B Shares"), at the Per Share Purchase Price and (ii) for no additional consideration, a per Series pro rata number of Warrants to purchase up to 3,125,000 Warrant Shares (the "Tranche B Preferred Stock price equal to $16.00, so that the Purchaser will hold 40.71% of the total issued and outstanding Company Common Stock on a fully diluted basis (assuming the conversion of the Purchased Preferred Shares into Company Common Stock as of such time) immediately upon Closing;Warrants") (c) the Company and the Purchaser agree and acknowledge that the Aggregate Consideration for this Transaction shall be determined on the basis of the following assumptions: (i) the Company’s net book value per share of Company Common Stock based on the audited consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2016 (“Actual 2016 Net Book Value”) will not be lower than $8.00; and (ii) the 2017 EBITDA (as such term is defined in the 0000 Xxxxxxx) of the The Company will not be lower than $22,000,000. Pursuant to the terms make any allocation of the 0000 Xxxxxxx, if the Actual 2016 Net Book Value is below $8.00 per share and/or if the 2017 EBITDA is below $22,000,000, the Purchaser shall be entitled to adjustments to the Aggregate Consideration by way of downward adjustment of the exercise price of the 2018 Warrant pursuant to the terms therein, provided that if the aggregate exercise price of the 2018 Warrant is less than the total adjustment amounts, then following the exercise in full of the 2018 Warrant, the Company will be liable to pay the shortfall such Per Share Purchase Price between the aggregate exercise price of the 0000 Xxxxxxx Shares and the total adjustment amounts owed to Warrants without the Purchaser; and 's concurrence thereto in writing (dthe "Agreed Allocation") and shall prepare and file all Tax Returns on a basis consistent with the Company Agreed Allocation and shall issue take no position inconsistent with the Agreed Allocation in any proceeding before any taxing authority or for any other Tax purpose, unless otherwise required to the Purchaser the 2018 Warrantdo so by applicable law.