Purchasers a. Contractor acknowledges that use of the Contract by any city, county, state agency, state school district, state higher education institution, public utility district, Medicaid provider, or organization that has a Master Contract Usage Agreement (MCUA) is discretionary.
Purchasers. On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following:
Purchasers. Name and Address of Purchasers Number of Shares Per Share Purchase Price Aggregate Purchase Price $ 0.25 $ EXHIBIT A LEGEND THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. Exhibit B Form of New Convertible Note Indenture (Attached) Exhibit B has been omitted pursuant to instruction 2 to Item 601 of Regulation S-K. See Exhibit (b)(1) of this Schedule TO for the form of indenture between U.S. Bank National Association, as trustee, and Emergent Capital, Inc. with respect to the 5.00% Senior Unsecured Convertible Notes Due 2023 to be issued by Emergent Capital, Inc. Exhibit (b)(1) modifies Exhibit B to the Master Transaction Agreement as follows: · sets the Final Maturity Date at February 15, 2023; · adds the Stock Price/Additional Shares table to Section 4.06; · makes changes throughout the form of indenture to reflect that New Unsecured Notes will be issued in both $1,000 denominations (in respect of New Unsecured Notes issued in exchange for the aggregate of $70,743,000 principal amount of Old Notes that were originally issued under the Old Notes Indenture) and $1.00 denominations (with respect to (i) New Unsecured Notes issued in exchange for the $3,447,450 in aggregate principal amount of Old Notes that were issued in lieu of the payment of cash interest due on the Old Notes on February 15, 2017 and (ii) New Unsecured Notes issued on the Settlement Date in respect of accrued and unpaid interest on the Old Notes that are tendered in the Exchange Offer through but excluding the Settlement Date); and · removes certain restrictions to conversion contained in Section 4.01(d) and the corresponding definition of “Note Trading Price.” Exhibit C Form of New Senior Note Indenture (Attached) EMERGENT CAPITAL, INC., as Issuer,
Purchasers. Ascent Biomedical Ventures I, L.P. By: ABV, LLC, its general partner (Print Name of Purchaser) By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Director Address: 000 X. 00xx, Xxxxx 0X XX, XX 00000 PURCHASERS: Major Family Partners L.P. By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Signatory for Anterios PURCHASERS: Xxxxx X. Xxxxxxxx MD (Trust of) (Print Name of Purchaser) Name: Xxxxx X. Xxxxxxxx MD (print) Title: PURCHASERS: BARCLAYS CAPITAL, INC. CUSTODIAN FOR Xxxxx X. Xxxxxx SEP XXX By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx PURCHASERS: Barclays Capital, Inc., Custodian for Xxxxxxxxxx X. Xxxxxxx By: /s/ Xxxxxxxxxx X. Xxxxxxx Name: Xxxxxxxxxx X. Xxxxxxx Title: Beneficiary PURCHASERS: MPH Enterprises LLC By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Principal PURCHASERS: SA Capital Group, LLC By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Managing Member PURCHASERS: Xxxx Xxxxxxxxx and Xxxxxxx Xxxxxxxxx By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx PURCHASERS: Xxxxx Xxxxxxx By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx PURCHASERS: Xxx Xxxxxxxx By: /s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx PURCHASERS: Xxxxx Xxxxxx By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx PURCHASERS: Xxxxxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: COO EXHIBITS Exhibit A - SCHEDULE OF PURCHASERS Exhibit B - FORM OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Exhibit C - DISCLOSURE SCHEDULE Exhibit D - FORM OF AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT Exhibit E - FORM OF AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT Exhibit F - FORM OF AMENDED AND RESTATED VOTING AGREEMENT Exhibit G - FORM OF LEGAL OPINION OF COMPANY COUNSEL Exhibit H - FORM OF INDEMNIFICATION AGREEMENT EXHIBIT B FORM OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION EXHIBIT C DISCLOSURE SCHEDULE
Purchasers. See the introductory paragraph to this Agreement.
Purchasers. JGB (CAYMAN) PORT XXXXX LTD. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: President Dated: October 12, 2021 SCHEDULE OF PURCHASERS Purchaser Purchaser Address and E-mail Purchaser’s Representative’s Address and E-mail JGB (Cayman) Port Xxxxx Ltd. SCHEDULE OF PURCHASERS EXHIBIT A PLAN OF DISTRIBUTION We are registering the shares of Common Stock covered by this prospectus on behalf of the selling shareholders, to permit the resale of these shares of Common Stock by the selling shareholders from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling shareholders of the shares of Common Stock. We will bear all fees and expenses incident to our obligation to register the shares of Common Stock. The selling shareholders may sell all or a portion of the shares of Common Stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of Common Stock are sold through underwriters or broker-dealers, the selling shareholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of Common Stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions, • on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; • in the over-the-counter market; • in transactions otherwise than on these exchanges or systems or in the over-the-counter market; • through the writing of options, whether such options are listed on an options exchange or otherwise; • ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; • block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; • purchases by a broker-dealer as principal and resale by the broker-dealer for its account; • an exchange distribution in accordance with the rules of the applicable exchange • privately negotiated transactions; • short sales; • sales pursuant to Rule 144 under the Securities Act of 1933, as amended; • broker-dealers may agree with the selling security holders to sell a specified n...
Purchasers. Xxxxxxx, Xxxxx & Co., on behalf of its Principal Strategies Group By: /s/ Name: Xxxxxx Xxxxxxxx Title: Managing Director Royal Bank of Canada by its agent RBC Capital Markets Corporation By: /s/ Name: Xxxxx Xxxxxxxx Title: Director and Senior Counsel By: /s/ Name: Xxxxx Xxxxxx Title: Managing Director Swank MLP Convergence Fund, LP By: /s/ Name: Xxxxx X. Xxxxx Title: Managing Partner The Xxxxxxx MLP Opportunity Fund I, LP By: /s/ Name: Xxxxx X. Xxxxx Title: Managing Partner ZLP Fund, L.P. By: Xxxxxx Xxxxx Partners, LLC, its general partner By: /s/ Name: Xxxxx X. Xxxxx Title: Managing Member Xxxxx Xxxxxxxx Energy Development Company By: /s/ Name: Xxxxx X. Xxxxx Title: Vice President Xxxxx Xxxxxxxx MLP Investment Company By: /s/ Name: Xxxxx X. Xxxxx Title: Vice President Xxxxx Xxxxxxxx Energy Total Return Fund, Inc. By: /s/ Name: Xxxxx X. Xxxxx Title: Vice President Xxxxxx Brothers Inc. By: /s/ Name: Xxxxxx X. Xxxxxxx Title: Managing Director Magnetar Capital Fund, LP By: Magnetar Financial LLC, its general partner By: /s/ Name: Xxxx X. Xxxxx Title: General Counsel Structured Finance Americas, LLC By: /s/ Name: Xxxxx Xxxxxxx Title: VP By: /s/ Name: Xxxx X. [Illegible] Title: VP LB I Group By: /s/ Name: Xxxx X. Xxxx Title: Managing Director Xxxxxx Brothers MLP Opportunity Fund L.P. By: Xxxxxx Brothers MLP Opportunity Associates L.P., its general partner By: Xxxxxx Brothers MLP Opportunity Associates L.L.C., its general partner By: /s/ Name: Xxxx Xxxxxx Title: Senior Vice President Cobalt Partners, LP By: Cobalt Management, LLC, its General Partner By: /s/ Name: Xxxxx Xxxxxxxxx Title: Managing Member Cobalt Partners II, LP By: Cobalt Management, LLC, its General Partner By: /s/ Name: Xxxxx Xxxxxxxxx Title: Managing Member Guggenheim Portfolio Company XI, LLC By: Cobalt Capital Management, its Investment Manager By: /s/ Name: Xxxxx Xxxxxxxxx Title: President Cobalt Capital SPV 1 LLC By: Cobalt Management, LLC, its General Partner By: /s/ Name: Xxxxx Xxxxxxxxx Title: Managing Member Credit Suisse Management LLC By: /s/ Name: Xxxxxx Xxxxxxx Title: Managing Director Sunlight Capital Partners, LLC By: /s/ Name: Xxxxxx Xxxxxxxxx Title: Vice President Omega Advisors, Inc.* By: /s/ Name: Xxxxx Xxxx Title: Chief Operating Officer * solely in its capacity as investment manager of the following entities and not in its individual corporate capacity: Omega Capital Partners, L.P. Omega Capital Investors, L.P. Omega SPV Partners, L.P. Omega Equity Investors, L.P. Beta Equiti...
Purchasers. To the respective addresses set forth below the Purchaser’s signature at the foot of this Agreement. With a copy (not constituting notice): Company: The Singing Machine Company, Inc. Attention: Xxxxx Xxxxx 0000 Xxxxx Xxxx, Building A-7 Coconut Creek, FL 33073 With a copy to (not constituting notice): Sichenzia Xxxx Xxxxxxxx Xxxxxxx LLP Attention: Xxxxxx X. Xxxxxx, Esq. 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000 Any notice being delivered within the continental United States shall be deemed delivered upon (a) personal service, or (b) transmission via facsimile (with the original thereof to be immediately sent via mail, postage prepaid), or (c) forty eight (48) hours after the time of deposit in the mail, as the case may be. In the event any Party changes its address, such change of address shall be communicated to the other Party in the manner set forth in this Section.
Purchasers. SHARES OF CONVERTIBLE PREFERRED AGGREGATE PURCHASER NAME STOCK/WARRANTS PURCHASED PURCHASE PRICE AND NOTICE ADDRESS FROM THE COMPANY PAID AT CLOSING ------------------------------------------ ----------------------------------- ---------------- Societe Generale 4,000 Preferred Shares $4,000,000 c/o SG Cxxxx Xxxurities Corporation 221,402 Warrants 1221 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000 Xxxn: Guilxxxxx Xxxxxx Xxxsimile No.: (212) 000-0000 Xxxephone No.: (212) 000-0000 xxth a copy to: Jonex, Xxy, Reavxx & Xogux 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxn: J. Eric Xxxx Xxxsimile No.: (212) 000-0000 Xxxephone No.: (212) 000-0000 ------------------------------------------ ----------------------------------- ---------------- CATALPA ENTERPRISES LTD. 3,000 Preferred Shares $3,000,000 c/o Kennxxx X. Xxxxx 166,051 Warrants 155 Xxxxxxxx Xxxxx X.X.#0 Xxxxxxxxx, Xxxxxxx X0X 0X0 ------------------------------------------ ----------------------------------- ---------------- Jeffxxx X. Xxxxxx 500 Preferred Shares $500,000 51 Monte Vista 27,675 Warrants Athexxxx, XX 00000 ------------------------------------------ ----------------------------------- ---------------- ------------------------------------------ ----------------------------------- ---------------- SHARES OF CONVERTIBLE PREFERRED AGGREGATE PURCHASER NAME STOCK/WARRANTS PURCHASED PURCHASE PRICE AND NOTICE ADDRESS FROM THE COMPANY PAID AT CLOSING ------------------------------------------ ----------------------------------- ---------------- Robexx X. Xxxxxx 1,500 Preferred Shares $1,500,000 c/o Duxxxx xxx Associates 83,025 Warrants 1933 Xxxxx Xxxxx Xxxxx 00 Xxxxx Xxxxxxx, XX 00000 ------------------------------------------ ----------------------------------- ---------------- Mahkxx Xxxxxxxx 24 Preferred Shares $24,000 25 Pxxxx xxx Xxxxxx 1,328 Warrants 67000 Xxxxxxxxxx Xxxxxx ------------------------------------------ ----------------------------------- ---------------- BayStar Capital, LP 700 Preferred Shares $700,000 c/o BayStar Management LLC 38,745 Warrants 1500 Xxxx Xxxxxx Xxxxxx Xxxxxx, XX 00000 Xxxn: Mr. Briax Xxxxxxxx ------------------------------------------ ----------------------------------- ---------------- BayStar International, Ltd. 300 Preferred Shares $300,000 c/o BayStar International Management LLC 16,605 Warrants 1500 Xxxx Xxxxxx Xxxxxx Xxxxxx, XX 00000 Xxxn: Mr. Briax Xxxxxxxx ------------------------------------------ ----------------------------------- ---------------- EXHIBI...
Purchasers. Right of Participation in Sales made by the Founder. Except as set forth in Section 4, if at any time the Founder wishes to sell, transfer or otherwise dispose of any Shares owned by him to any person (the "Acquiror") in a transaction which is subject to the provisions of Section 2 hereof, and such sale, transfer or other disposition would, when combined with all prior sales, transfers and other dispositions by the Founder, result in the transfer by the Founder of Shares representing more than twenty-five percent (25%) of the total number of shares held by the Founder (the "Founder's Stock"), each Purchaser shall have the right to require, as a condition to such sale or disposition, that the Acquiror purchase from said Purchaser at the same price per Share and on the same terms and conditions as involved in such sale or disposition by the Founder the same percentage of shares of Common Stock owned (and deemed to be beneficially owned under Rule 13d-3) by such Purchaser as such sale or disposition represents with respect to the number of shares of Founder's Stock (calculated on an as converted to Common Stock, fully diluted basis) owned by the Founder immediately prior to such sale. Each Purchaser wishing so to participate in any such sale or disposition shall notify the Founder of such intention as soon as practicable after receipt of the Offer made pursuant to Section 2, and in all events within fifteen (15) days after receipt thereof. If a Purchaser shall elect to participate in such sale or disposition, said Purchaser shall individually communicate such election to the Founder, which communication shall be delivered by hand or mailed to the Founder at the address set forth in Section 8 below. The Founder and/or each participating Purchaser shall sell to the Acquiror all, or at the option of the Acquiror, any part of the Stock (as defined in Section 5 below) proposed to be sold by them at not less than the price and upon other terms and conditions, if any, not more favorable to the Acquiror than those set forth in the Offer; provided, however, that any purchase of less than all of such Stock by the Acquiror shall be made from the Founder and/or each participating Purchaser based upon a fraction, the numerator of which is the number of shares of Stock of the Company then owned by the Founder or such participating Purchaser (including any shares of Common Stock deemed to be owned under Rule 13d-3) and the denominator of which is the aggregate number of sha...
