Common use of Subscription for and Sale of Shares Clause in Contracts

Subscription for and Sale of Shares. Upon the terms and subject to the conditions set forth herein, at the Closing (which shall take place on the Closing Date) the Issuer shall issue to the Conversant Investor the Shares concurrently with the Issuer’s sale of the Convertible Notes to the Conversant Investor. No additional consideration shall be paid by the Conversant Investor for the Shares; provided, that the Issuer and the Conversant Investor (and any assignee of either) agree that the Shares shall be treated as having been issued for $5.00 per Share for U.S. federal, state and local income tax purposes, including for purposes of determining the aggregate “original issue discount” on the Convertible Notes pursuant to Section 1271-1275 of the Code.

Subscription for and Sale of Shares. Upon the terms and subject to the conditions set forth herein, at the Closing (which shall take place on the Closing Date) the Issuer shall issue to the Conversant Investor the Shares concurrently with the Issuer’s sale of the Convertible Notes to the Conversant Investor. No additional consideration shall be paid by the Conversant Investor for the Shares; provided, that the Issuer and the Conversant Investor (and any assignee of either) agree that the Shares shall be treated as having been issued for $5.00 per Share for U.S. federal, state and local income tax purposes, including for purposes of determining the aggregate “original issue discount” on the Convertible Notes pursuant to Section 1271-1275 of the Code.. ​