1.1 Sale and Issuance. Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase at the Closing and the Company agrees to sell and issue to each Purchaser that number of shares of Series B Preferred Stock set forth opposite such Purchaser’s name on Exhibit A hereto at a purchase price of $4.82 per share (the “Per Share Purchase Price”).
1.2 Closing. The purchase and sale of the Shares shall take place remotely via the exchange of documents and signatures within five (5) business days after the satisfaction or waiver of the conditions set forth in Section 5 hereof, or at such other time and place as the Company and the Purchasers mutually agree (the “Closing”).
2.1 Organization and Qualification. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and has full corporate power and authority to own, lease, and operate its properties and assets and to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified or licensed to transact business as a foreign corporation in each jurisdiction where the nature of its business requires such qualification the jurisdictions listed in Schedule 2.1(a), which constitutes all jurisdictions where such qualification is required.
2.4 Intellectual Property. The Company owns or possesses legally enforceable rights to all patents, patent applications, trademarks, trade names, service marks, copyrights, trade secrets, licenses, and other intellectual property rights necessary for the conduct of its business as now conducted. No claims are pending or, to the knowledge of the Company, threatened against the Company To the Company’s knowledge as of the date hereof, no claims are pending or threatened in writing against the Company alleging that the Company’s activities infringe on the intellectual property rights of any third party.
3.1 Accredited Investor. Each Purchaser represents that it is an “accredited investor” within the meaning of Regulation D, Rule 501(a), promulgated by the Securities and Exchange Commission under the Securities Act and shall furnish evidence of such status to the Company upon request.
4.2 Material Adverse Change. There shall have been no Material Adverse Change in the Company’s business, assets, prospects, or financial condition since the date of the most recent financial statements. For purposes of this Agreement, “Material Adverse Change” means any change, event, or occurrence that has or could reasonably be expected to have a material adverse effect on the Company any change that has had a material adverse effect on the Company’s business, excluding changes arising from (i) general market conditions, (ii) industry-wide changes, (iii) changes in applicable law, and (iv) acts of war or terrorism.
4.5 Board Composition. The Board shall consist of five (5) directors: two (2) designated by the Series B Purchasers, two (2) designated by the founders, and one (1) independent director mutually agreed. The Purchaser Directors shall have a right to appoint the Chair.
5.1 Indemnification by the Company. The Company shall indemnify and hold harmless each Purchaser from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from any breach of representation, warranty, covenant, or agreement by the Company. Such indemnification obligations shall survive indefinitely and shall not be subject to any cap or basket.
5.4 Dispute Resolution. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the rules of JAMS in New York, New York.