Common use of The Investment Clause in Contracts

The Investment. The Company desires to sell and issue to Purchaser, and Purchaser desires to purchase from the Company, as an investment in the Company, (i) shares of (a) common stock, par value $0.001 per share, of the Company (the “Common Stock”), and (b) a series of preferred stock, par value $0.001 per share, of the Company designated as Series B Noncumulative Convertible Preferred Stock (the “Series B Preferred Stock”), having the terms set forth in the Certificate of Designations of the Series B Preferred Stock, in the form attached hereto as Exhibit A (the “Certificate of Designations (Series B)”), and (ii) a warrant (the “Warrant”) to purchase shares of a series of preferred stock, par value $0.001 per share, of the Company designated as Series C Non-Voting Common Equivalent Stock (the “Series C Preferred Stock” and together with the Series B Preferred Stock, the “Preferred Stock”), having the terms set forth in the Certificate of Designations of the Series C Preferred Stock, in the form attached hereto as Exhibit B (the “Certificate of Designations (Series C)” and together with the Certificate of Designations (Series B), the “Certificate of Designations”), in accordance with the terms of the Warrant, in substantially the form attached hereto as Exhibit C.

The Investment. The Company desires to sell and issue to Purchaser, and Purchaser desires to purchase from the Company, as an investment in the Company, (i) shares of (a) common stock, par value $0.001 0.01 per share, of the Company (the “Common Stock”), and (b) a series of preferred stock, par value $0.001 0.01 per share, of the Company designated as Series B Noncumulative Convertible Preferred Stock (the “Series B Preferred Stock”), having the terms set forth in the Certificate of Designations of the Series B Preferred Stock, in the form attached hereto as Exhibit A (the “Certificate of Designations (Series B)”), and (iic) a warrant (the “Warrant”) to purchase shares of a series of preferred stock, par value $0.001 0.01 per share, of the Company designated as Series C Non-Voting Common Equivalent Noncumulative Convertible Preferred Stock (the “Series C Preferred Stock” and together with the Series B Preferred Stock, the “Preferred Stock”), having the terms set forth in the Certificate of Designations of the Series C Preferred Stock, in the form attached hereto as Exhibit B (the “Certificate of Designations (Series C)” and together with the Certificate of Designations (Series B), the “Certificate of Designations”), and, in accordance the case of clauses (b) and (c), which shall be made a part of the Company’s Amended and Restated Certificate of Incorporation (as amended, restated, supplemented or otherwise modified from time to time, the “Company Certificate of Incorporation”), by the filing of the Certificate of Designations with the terms Secretary of State of the State of Delaware (the “Delaware Secretary of State”) and (ii) warrants on the terms and conditions set forth on Exhibit F (the “Permanent Warrant, in substantially the form attached hereto as Exhibit C.”).

The Investment. The Company desires to sell and issue to each Purchaser, and each Purchaser desires to purchase from the Company, as an investment in the Company, (i) shares of (a) common stock, par value $0.001 per share, of the Company (the “Common Stock”), (b) a series of preferred stock, par value $0.001 per share, of the Company designated as Series A Noncumulative Convertible Preferred Stock (the “Series A Preferred Stock”), having the terms set forth in the Certificate of Designations of the Series A Preferred Stock, in the form attached hereto as Exhibit A (the “Certificate of Designations (Series A)”), and (bc) a series of preferred stock, par value $0.001 per share, of the Company designated as Series B Noncumulative Convertible Preferred Stock (the “Series B Preferred Stock”), having the terms set forth in the Certificate of Designations of the Series B Preferred Stock, in the form attached hereto as Exhibit A B (the “Certificate of Designations (Series B)”), and (ii) a warrant (the “Warrant”) to purchase shares of a series of preferred stock, par value $0.001 per share, of the Company designated as Series C Non-Voting Common Equivalent Stock (the “Series C Preferred Stock” and together with the Series A Preferred Stock and the Series B Preferred Stock, the “Preferred Stock”), having the terms set forth in the Certificate of Designations of the Series C Preferred Stock, in the form attached hereto as Exhibit B C (the “Certificate of Designations (Series C)” and together with the Certificate of Designations (Series A) and Certificate of Designations (Series B), the “Certificate of Designations”), in accordance with the terms of the Warrant, in substantially the form attached hereto as Exhibit C.D.

The Investment. The Company desires to sell and issue to Purchaser, and Purchaser desires to purchase from the Company, as an investment in the Company, (i) shares of (a) common stock, par value $0.001 per share, of the Company (the “Common Stock”), (b) a series of preferred stock, par value $0.001 per share, of the Company designated as Series A Noncumulative Convertible Preferred Stock (the “Series A Preferred Stock”), having the terms set forth in the Certificate of Designations of the Series A Preferred Stock, in the form attached hereto as Exhibit A (the “Certificate of Designations (Series A)”), and (bc) a series of preferred stock, par value $0.001 per share, of the Company designated as Series B Noncumulative Convertible Preferred Stock (the “Series B Preferred Stock”), having the terms set forth in the Certificate of Designations of the Series B Preferred Stock, in the form attached hereto as Exhibit A B (the “Certificate of Designations (Series B)”), and (ii) a warrant (the “Warrant”) to purchase shares of a series of preferred stock, par value $0.001 per share, of the Company designated as Series C Non-Voting Common Equivalent Stock (the “Series C Preferred Stock” and together with the Series A Preferred Stock and the Series B Preferred Stock, the “Preferred Stock”), having the terms set forth in the Certificate of Designations of the Series C Preferred Stock, in the form attached hereto as Exhibit B C (the “Certificate of Designations (Series C)” and together with the Certificate of Designations (Series A) and Certificate of Designations (Series B), the “Certificate of Designations”), in accordance with the terms of the Warrant, in substantially the form attached hereto as Exhibit C.D.

The Investment. The Company desires to sell and issue to Purchaser, and Purchaser desires to purchase from the Company, as an investment in the Company, (i) shares of (a) common stock, par value $0.001 0.01 per share, of the Company (the “Common Stock”), and (b) a series of preferred stock, par value $0.001 0.01 per share, of the Company designated as Series B Noncumulative Convertible Preferred Stock (the “Series B Preferred Stock”), having the terms set forth in the Certificate of Designations of the Series B Preferred Stock, in the form attached hereto as Exhibit A (the “Certificate of Designations (Series B)”), ) and (iic) a warrant (the “Warrant”) to purchase shares of a series of preferred stock, par value $0.001 0.01 per share, of the Company designated as Series C Non-Voting Common Equivalent Noncumulative Convertible Preferred Stock (the “Series C Preferred Stock” and together with the Series B Preferred Stock, the “Preferred Stock”), having the terms set forth in the Certificate of Designations of the Series C Preferred Stock, in the form attached hereto as Exhibit B (the “Certificate of Designations (Series C)” and together with the Certificate of Designations (Series B), the “Certificate of Designations”), in accordance which shall be made a part of the Company’s Amended and Restated Certificate of Incorporation (as amended, restated, supplemented or otherwise modified from time to time, the “Company Certificate of Incorporation”) by the filing of the Certificate of Designations (Series C) with the terms Secretary of State of the State of Delaware (the “Delaware Secretary of State”) and (ii) warrants on the terms and conditions set forth on Exhibit C (the “Permanent Warrant, in substantially the form attached hereto as Exhibit C.”).