Additional Purchasers Persons or entities that, after the date hereof, purchase shares of any series of convertible preferred stock of the Company may, with the prior written approval of the Company (but without the need for approval by any other party to this Agreement), become parties to this Agreement by executing and delivering a counterpart signature page, whereupon they shall be deemed “Purchasers” for all purposes of this Agreement. The Company can amend Exhibit A hereto to reflect the addition of additional Purchasers. Notwithstanding Section 7.6 of this Agreement, the Company may amend this Agreement to provide such additional Purchasers with certain rights, negative covenants and other terms and conditions equivalent to those provided to the Series E Holders, Series 1 Holders and Series 2 Holders under this Agreement, with the written consent of Purchasers representing at least a majority of the voting power of all Shares then held by Purchasers. Executed as of the date first written above. COMPANY: TANGOE, INC. By: Xxxxxx X. Xxxxxxxx, Xx. President PURCHASERS: EDISON VENTURE FUND IV, L.P. By its General Partner EDISON PARTNERS IV By: Name: Xxxx X. Xxxxxxx Title: General Partner EDISON VENTURE FUND IV SBIC, L.P. By its General Partner EDISON PARTNERS IV By: Name: Xxxx X. Xxxxxxx Title: General Partner NORTH ATLANTIC VENTURE FUND III, L.P. By: North Atlantic Investors III, L.L.C., its General Partner By: Name: Xxxxx X. Xxxx Title: Managing Director NORTH ATLANTIC VENTURE FUND SBIC III, L.P. By: North Atlantic Investors III, L.L.C., its General Partner By: Name: Xxxxx X. Xxxx Title: Managing Director AXIOM VENTURE PARTNERS III, L.P. By its General Partner AXIOM VENTURE ASSOCIATES, L.P. By its General Partner AXIOM VENTURE ADVISORS, INC. By: Name: Xxxx Xxxxxxxxx Title: Chairman Xxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxxx X. Xxxxxx Xxxxx Xxxxxxx Xxxxxx Bard Financial Services, Inc., Profit Sharing Plan By: Name: Xxxxxxx Xxxxxxxxx Title Trustee Xxxxx Xxxxx OCI Chemical Corporation By: Name: Xxxxx Xxxxxxx Xxxxxx Title Executive Vice President Xxxxx Xxxx Xxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx Xxx Xxxxxxxxx & Xxxxxxx Xxxxxxxxx (as Joint Tenants with rights of survivorship) Xxxxxx Xxxx Xxxxxx X. Xxxxxxxx, Xx. Xxxxxxxx Xxx Xxxx X. Xxxxxxx Xxxxxxx Xxxxxx Xxxxxx Xxxxxxxx Xxxx Xxxxxxx Xxx Xx Fairfield Xxx X. Xxxxxxx Xxxxx Xxxxxxxx Xxxxx Xxxxxxx Xxxxx XxXxxxxxxxxx Xxxxx Xxxxxx Xxxxxxx X. Xxxx Xxxxxx X. Xxxx CONVERGENT INVESTORS VI, L.P. By: Name: Title: CVF, LLC By: Name: Title: G&H PARTNERS, L.P. By: Name: Title: Xxxxxx Xxxxxx HO2.1 FUND, L.P. By: Name: Title: HO2.1 AFFILIATES FUND, L.P. By: Name: Title: HO2.1 ANNEX FUND, L.P. By: Name: Title: JACQUES MANAGEMENT, LLC By: Name: Xxxxx Xxxxxxx Title: Director XXXXXXX FAMILY LLC By: Name: Title: Xxxxxxx Xxxxx Xxxxxxx Xxxxx Xxxx X. Xxxxx Xxxxxxxxx X. Xxxxx Xxxx X. Xxxxx Xxxxx X. Xxxxxx XXXXX XXXXX FUND VI L.P. By: SRB Associates VI L.P. Its General Partner By: Name: Title: XXXXX XXXXX VI AFFILIATES FUND L.P. By: SRB Associates VI L.P. Its General Partner By: Name: Title: XXXXX XXXXX XXXXXXX MANAGEMENT COMPANY By: Name: Title: XXXXX XXXXX FUND VIII, L.P. By: SRB Associates VIII L.P. Its General Partner By: Name: Title: XXXXX XXXXX VIII AFFILIATES FUND, L.P. By: SRB Associates VIII L.P. Its General Partner By: Name: Title: Xxxxx X. Star TARRANT VENTURES PARTNERS, L.P. By: Name: Title: TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA By: Name: Title: VENTURE LENDING & LEASING IV, LLC By: Name: Title: VENTURELINK PARTNERS, LP By: Name: Title: VERTEX PARTNERS, L.P. By: Name: Title: Exhibit A List of Purchasers Name and Address North Atlantic Venture Fund III, L.P. Xxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 Attention: Xxxxx Xxxx Xxxxxx X. Xxxxxxxx, Xx. 00 Xxxxxx Xxxx Road Woodbridge, CT 06525 with a copy to: Xxxxx Peabody LLP 000 Xxxxxx Xxxxxx Xxxxxx, XX 00000 Attention: Xxxxx Xxxxxxxx, Esq. Xxxxxx X. Xxxxxxxx 130 Xxxxx’sWay Xxxxxxxx, XX 00000 Edison Venture Fund IV SBIC, L.P. 0000 Xxxxxxxxxx Xxxxx Xxxxx 000 XxXxxx, VA 22102 Xxxxxxx Xxxxxx 000 Xxxxxxx Xxxxx Xxxxxx, XX 00000 with a copy to: Xxxxx Xxxxx 00 Xxxxxxx Xxxxx Xxxx. Shelton, CT 06484 Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP 0000 Xxxxxx Xxxx., Xxxxx 0000 XxXxxx, Virginia 22102 Attention: Xxxxxxx X. Xxxxx, Esq. Xxxxxxx X. Xxxxxxxx 000 Xxx Xxxx Xxxxx Xxxx Xxxxxxxxx, XX 00000 Edison Venture Fund IV, L.P. 0000 Xxxxxxxxxx Xxxxx Xxxxx 000 XxXxxx, XX 00000 Xxxxxxxxxxx X. Xxxxxx 0000 Xxxxxxxx Xxxxx Fort Worth, Texas 76126 with a copy to: Xxxxxxxx Xxx 00 Xxxxxxxxxxx Xxxx Xxxxxxx, XX 00000 Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP 0000 Xxxxxx Xxxx., Xxxxx 0000 XxXxxx, Virginia 22102 Attention: Xxxxxxx X. Xxxxx, Esq. Xxxxxxx Xxxxxxxxx 000 Xxxxxx Xxxxx Xx. #000 Xxxx Xxxxx, XX 00000 Bard Financial Services, Inc, Profit Sharing Plan 000 Xxxxxx Xxxx #108 West Haven, CT 06516 Xxxx X. Xxxxxxx 00 Xxxxx Xxxx Woodbridge, CT 06525 Xxxxx XxXxxxxxxxxx 0 Xxxxxx Xxxxx Xxxx Xxxxxxxx, XX 00000 Xxxxxx Xxxxxxx 0 Xxxxxxx Xxxx Xxxxxxxxxx, XX 00000 Xxx Xxxxxxxxx & Xxxxxxx Xxxxxxxxx (as Joint Tenants with rights of survivorship) 000 Xxxxxx Xxxx Laurel Hollow, NY 11791 Xxxxxxx Xxxxxx 00 Xxxxxxx Xxxxx Drive Woodbridge, CT 06525 Xxxxxx Xxxx 00 Xxxxxxx Xxxx Darien, CT 06820 Xxxxxx Xxxxxxxx 000 Xxxxxxxx Xxxxx Madison, CT 06443 OCI Chemical Corporation 0 Xxxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxx, XX 00000 Attn.: Xxxxx Xxxxxxx Xxxxxx, EVP Xxxx Xxxxxxx 000 Xxxxxxxxx Xxxxx Rocky Hill, CT 06067 Xxx Xx Fairfield 000 Xxxx Xxxxx Ladenberg, PA 19350 Xxxxx Xxxxxxx Xxxxxx 00 Xxxxxx Xxxxx Xxxxx Xxxxxxxx, XX 00000 Xxx X. Xxxxxxx 000 Xxxxx Xxxx Xxxxx, Xxxxxxxx 00000 Xxxxx Xxxxxxxx 00 Xxxxxx Xxxxx Xxxxxxxxxx, XX 00000 Axiom Venture Partners III LP CityPlace II — 17th Floor 000 Xxxxxx Xxxxxx Xxxxxxxx, XX 00000 Xxxxx Xxxxxxx 000 Xxx Xxxxxx Xxxx Xx. Xxxxxxxxxx, XX 00000 Xxxxxxx X. Xxxx 0000 Xxxxxxx Xxxxxx, Xxxxx 00000 Xxxxx Xxxxxx c/o Competition Law Group 000 X. Xxxxx Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 Convergent Investors VI, L.P. 000 Xxxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000 Xxxxxx X. Xxxx 00000 Xxxx Xxxx, Suite 1670 Dallas, Texas 75240 G&H Partners, L.P. 000 Xxxxxxxxxxxx Xxxxx Xxxxx Xxxx, Xxxxxxxxxx 00000 CVF, LLC c/o Henry Crown & Company 000 X. XxXxxxx Street Chicago, IL 60601 Xxxxxx Xxxxxx 00000 Xxxx Xxxx, Suite 1670 Dallas, Texas 75240
PURCHASERS On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following:
Other Purchasers The Company intends to enter into this same form of purchase agreement with certain other investors (the "Other Purchasers") and expects to complete sales of the Shares to them. The Purchaser's obligations hereunder are expressly not subject to or conditioned on the purchase of the Shares by any or all of the Other Purchasers.
Investor The Investor must execute and deliver a Securities Purchase Agreement, and must complete a Certificate Questionnaire (in the form attached as Exhibit A hereto) and an Investor Questionnaire (in the form attached as Exhibit C hereto) in order to purchase the Securities.
SELLING STOCKHOLDERS The common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon exercise of the warrants and conversion of the preferred stock. For additional information regarding the issuances of those shares of common stock, warrants and preferred stock, see "Private Placement of Common Shares, Warrants and Preferred Stock" above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock, the warrants and the preferred stock, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock, warrants and preferred stock, as of ________, 2017, assuming exercise of the warrants and conversion of the preferred stock held by the selling stockholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the selling stockholders in the __________________ ,(ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, and (iii) the maximum number of shares of common stock issuable upon conversion of the related preferred stock, determined as if the outstanding preferred stock were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants or the conversion of the preferred stock. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the warrants and the preferred stock, as applicable, a selling stockholder may not exercise the warrants or convert the preferred stock, as applicable to the extent such exercise or conversion, as applicable would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of the warrants or upon conversion of the preferred stock, as applicable, which have not been exercised. The number of shares in the second column does not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See "Plan of Distribution." Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Annex C Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of Nemus Bioscience, Inc., a Nevada corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.
SELLING SHAREHOLDERS The common stock being offered by the selling shareholders are those issuable to the selling shareholders upon conversion of the Debentures. For additional information regarding the issuances of those shares of common stock and warrants, see “Private Placement of Debentures” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and warrants, as of ________, 2022, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum number of shares of common stock issuable upon conversion of the Debentures, determined as if the outstanding Debentures were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Shareholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Annex C PROGRESSIVE CARE, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of Progressive Care, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.
Subsequent Closing On the terms and subject to the conditions of this Agreement, at the Subsequent Closing, the Company shall issue and sell to Sentinel and the Additional Purchasers, if any, and Sentinel and the Additional Purchasers, if any, shall purchase from the Company, in the aggregate, 2,880 shares of Series B Preferred Stock (the "Subsequent B Shares" and, together with the Sentinel B Shares, the Xxxxxxxxxxx B Shares, the GE B Shares, the Midwest B Shares, the Xxxxx B Shares and the Slack B Shares, the "Series B Shares"), for an aggregate purchase price of $288,000 (the "Subsequent B Purchase Price"), and a Note or Notes having an aggregate principal amount of $336,000 (the "Subsequent Note(s)"), for an aggregate purchase price of $336,000 (together with the Subsequent B Purchase Price, the "Subsequent Purchase Price"). The Subsequent B Shares and Subsequent Notes shall be sold on the same terms as the Series B Shares and Notes sold at the Closing. "Additional Purchasers" shall be such Persons, who shall be reasonably acceptable to the Company and Sentinel, who execute and deliver to the Company a counterpart of this Agreement, a joinder to the Stockholders Agreement and a joinder to the Registration Agreement, and purchase Subsequent B Shares and Subsequent Notes on the Subsequent Closing Date. Each Additional Purchaser shall purchase such number of Subsequent B Shares and a Subsequent Note in such principal amount as agreed to by such Additional Purchaser and Sentinel. Sentinel shall purchase all Subsequent B Shares which the Additional Purchasers, if any, do not purchase. Sentinel shall purchase a Subsequent Note having a principal amount equal to $336,000 minus the aggregate principal amount of the Subsequent Notes, if any, purchased by the Additional Purchasers, if any. Each Additional Purchaser shall be deemed a "Purchaser" hereunder. The respective amounts of Subsequent B Shares and Subsequent Notes purchased by Sentinel and each Additional Purchaser, if any, shall be set forth on a Schedule of Subsequent Purchase and shall be attached hereto on the Subsequent Closing Date.
Additional Investors Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of the Company’s Preferred Stock after the date hereof, any purchaser of such shares of Preferred Stock may become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement, and thereafter shall be deemed an “Investor” for all purposes hereunder. No action or consent by the Investors shall be required for such joinder to this Agreement by such additional Investor, so long as such additional Investor has agreed in writing to be bound by all of the obligations as an “Investor” hereunder.
Second Closing (a) In the event that prior to April 7, 2005 (the “Option Period”), a public announcement of the Clinical Event has occurred, the Company shall have the right to require a second closing (the “Second Closing”) pursuant to which the Company shall issue and sell to each Purchaser, and each Purchaser shall, severally and not jointly, purchase from the Company, one-half of such number of Units as set forth opposite such Purchaser’s name in Exhibit A attached hereto at the Per Unit Purchase Price, which shall be in addition to the Units purchased under Section 2.2. The Second Closing shall occur within two (2) business days after the public announcement of the Clinical Event. At the Second Closing, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) a Warrant, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares as set forth opposite such Purchaser’s name on Exhibit A under the heading “Second Closing Warrant Shares,” on the terms set forth therein; (ii) an instruction letter to the Transfer Agent in the form set forth on Exhibit C hereto; and (iii) a certificate from a duly authorized officer certifying on behalf of the Company that a public announcement of the Clinical Event has occurred. At the Second Closing, each Purchaser shall instruct the Escrow Agent to deliver an amount equal to the Per Unit Purchase Price multiplied by one-half of the number of Units as set forth opposite such Purchaser’s name on Exhibit A, in United States dollars and in immediately available funds, by wire transfer to an account designated in writing to such Purchaser by the Company for such purpose, and the Company shall consent to such instruction. Each Purchaser shall have the right, at any time during the Option Period, to request a Second Closing and to purchase on the terms provided herein up to the total amount of the Units that could be purchased by such Purchaser at the Second Closing.
Warrant Holders Section 8.1. Warrant Holder Deemed Not a Stockholder....................... 30 Section 8.2.
