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SERIES B PREFERRED SHARE PURCHASE AGREEMENT
B 系列优先股股权购买协议
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W I T N E S S E T H:
WHEREAS , the Board of Directors of the Company (the \has determined that it is in the best interests of the Company to raise additional capital by means of the issuance of o XXXX of the Company's Series B Preferred Shares, par value NIS 0.01 per share (the \to the Investor, at a price per Share of US (the \purchase price of XX US Dollars (the \set forth in this Agreement; and
鉴于,出于公司利益的考虑,公司董事会决定通过向投资方发行XXX股B 系列优先股来为公司筹集额外资本,票面价值为NIS 0.01,每股XXX美元,购买价格总计XXX美元(以下简称”投资总额”),如下文所示;
WHEREAS , the Investor desires to invest in the Company an amount equal to the Investment Amount and purchase the Purchased Shares (as defined below) pursuant to the terms and conditions more fully set forth, and specifically subject to the Company's achievement of a certain milestone as provided herein;
鉴于,投资方愿意依据下述条款和条件、在公司取得一定里程碑时投资XXX美元购买股票.
WHEREAS, concurrently with the signature of this Agreement, has delivered to the Investor a commitment letter in the form attached hereto as
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Schedule 2.1.13 whereby it has committed to transmit to the Company the balance of the OCS Funding Residual Amount (as defined below) in accordance with the terms set forth herein and therein.
鉴于,本协议签署之时, XXXX(如下文定义)要向投资方以附件“2.1.13”的格式递交承诺函,承诺向公司支付OCS 资金残留金额(如下文定义)
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties hereby agree as follows: 现在,在考虑到双方的承诺和契约规定,双方据此同意如下:
Issue and Purchase of Shares. 股票的发行和购买
1.1. Issue and Purchase of Shares. 股票的发行和购买
Subject to the terms and conditions hereof, the Company shall issue and allot to the Investor, and the Investor shall purchase from the Company, an aggregate of (xxxx) of the Company's Series B Preferred Shares (the \pre-money valuation of the Company of xxx and calculated on a Fully Diluted Basis (as defined below), for the aggregate Investment Amount.
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