Subject to the terms and conditions of this Agreement, and in reliance upon the representations and warranties hereinafter set forth, at the Closing provided for in Section 2.02 hereof, the Company will sell and issue to Purchaser, and Purchaser will purchase from the Company, 4,411,764 shares of Series B Preferred Stock, free and clear of all Liens (other than restrictions under applicable securities Laws), for a purchase price per share equal to $17.00 (the “ Purchase Price ”). The Purchased Securities will have the designations, relative rights, preferences and limitations set forth in the Company’s Charter, as amended, and the Series B Articles Supplementary.