Common use of Share Subscriptions Clause in Contracts

Share Subscriptions. (a) The Investors hereby subscribe for the number of (i) shares of the Company’s Common Stock par value $0.001 per share (the “Common Shares”), (ii) shares of the Company’s Series A Convertible Redeemable Preferred Stock par value $0.001 per share (the “Series A Preferred Shares”), (iii) shares of the Company’s Series B Redeemable Preferred Stock par value $0.001 per share (the “Series B Preferred Shares”, together with the Series A Preferred Shares, the “Preferred Shares”) and (iv) warrants to purchase shares of Common Shares (the “Warrants” and, together with the Common Shares and the Preferred Shares, the “Securities”), set forth opposite their respective names on Schedule I hereto, at a purchase price of (A) $1,000 per Common Share, (B) $1,000 per Series A Preferred Share, (C) $1,000 per Series B Preferred Share and (D) $0 per Warrant. (b) Each Investor agrees to tender, by wire transfer of immediately-available funds to an account specified by the Company, the purchase price of the Securities being purchased by such Investor on the date hereof in consideration for the issuance of such Securities, provided, that immediately upon each Investor’s tender of such consideration, the Company shall issue the Securities subscribed for by such Investor, as set forth in Section 1(a) above. Each of the Investors, in order to facilitate transactions contemplated by this Subscription Agreement, authorizes and appoints the Company or any of the Company’s representatives to direct the transfer of the subscription consideration from any account that such amounts may be paid into for the benefit of such Investor holder to any account established for the benefit of the Company. Each of the Investors shall deliver an IRS Form W-8 or W-9 as applicable. (c) This Subscription Agreement refers to certain pertinent documents as well as applicable laws and regulations. Each Investor acknowledges that such references are not summaries or complete and are qualified in their entirety by the complete texts of the documents, laws and regulations so summarized. (d) Each Investor acknowledges to the Company that the Investor has received and has had ample opportunity to ask questions regarding each of the following documents: (i) the Amended and Restated Certificate of Incorporation and the Amended and Restated By-laws of the Company; (ii) the organizational chart and accompanying summary of capitalization for the Company and its subsidiaries and (iii) all agreements, instruments and documents set forth in Exhibit A attached hereto (the documents referred to in clauses (i) through (iii), collectively the “Operative Documents”).

Share Subscriptions. (a) The Investors Investor hereby subscribe subscribes for the number of (i) [•] shares of the Company’s Common Stock common stock par value $0.001 per share (the “Common Shares”), (ii) shares of the Company’s Series A Convertible Redeemable Preferred Stock par value $0.001 per share (the “Series A Preferred Shares”), (iii) shares of the Company’s Series B Redeemable Preferred Stock par value $0.001 per share (the “Series B Preferred Shares”, together with the Series A Preferred Shares, the “Preferred SharesStock”) and (iv) warrants to purchase shares of Common Shares (the “Warrants” and, together with the Common Shares and the Preferred Shares, the “Securities”), set forth opposite their respective names on Schedule I hereto, at a purchase price of (A) $1,000 per Common Share, (B) share for an aggregate purchase price of $1,000 per Series A Preferred Share, (C) $1,000 per Series B Preferred Share and (D) $0 per Warrant[•]. (b) Each The Investor agrees to tender, by wire transfer of immediately-available funds to an account specified by the Companyin cash, the purchase price of the Securities Common Stock being purchased by such the Investor on the date hereof in consideration for the issuance of such SecuritiesCommon Stock, provided, that immediately upon each the Investor’s tender of such consideration, the Company shall issue the Securities Common Stock subscribed for by such the Investor, as set forth in Section 1(a) above. Each Notwithstanding the foregoing, the Company acknowledges that the purchase price for the Common Stock shall be paid out of the Investorsnet proceeds received by the Investor pursuant to the Investor’s change of control bonus that is payable by Melrose PLC upon completion of the Company’s acquisition of Dynacast and its subsidiaries and affiliates from Melrose PLC, which shall be evidenced through the Investor’s delivery of a letter of direction to Melrose PLC instructing Melrose PLC to pay the applicable portion of such bonus directly to the Company, on the Investor’s behalf. The Investor, in order to facilitate transactions contemplated by this Subscription Agreement, authorizes and appoints the Company or any of the Company’s representatives to direct the transfer of the subscription consideration from any account that such amounts may be paid into for the benefit of such the Investor holder to any account established for the benefit of the Company. Each of the Investors The Investor shall deliver to the Company an IRS Form W-8 or W-9 as applicable. (c) This Subscription Agreement refers to certain pertinent documents as well as applicable laws and regulations. Each The Investor acknowledges that such references are not summaries or complete and are qualified in their entirety by the complete texts of the documents, laws and regulations so summarized. (d) Each The Investor acknowledges to the Company that the Investor has received and has had ample opportunity to ask questions regarding each of the following documents: (i) the Amended and Restated Certificate of Incorporation and the Amended and Restated By-laws of the Company; (ii) the organizational chart and accompanying summary of capitalization for the Company and its subsidiaries and (iii) all agreements, instruments and documents set forth in Exhibit A attached hereto (the documents referred to in clauses (i) through (iii), collectively the “Operative Documents”).