Common Stock and Warrant Purchase Agreement
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Title: |
Common Stock and Warrant Purchase Agreement |
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Entities: |
O2diesel Corp |
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Date: |
2006 |
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Size: |
Preview shows 7KB of 21KB total |
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Price: |
$38 |
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ID: |
#1691724 |
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Start of
Preview |
COMMON STOCK AND WARRANT PURCHASE AGREEMENT
This Common Stock and Warrant Purchase Agreement (this ?Agreement?) is made as of April 6th, 2006 (the ?Execution Date?), by and among O2Diesel Corporation, a Delaware corporation (the ?Company?), and UBS AG, London Branch (the ?Purchaser?).
In consideration of the mutual promises and covenants herein, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:
1. AUTHORIZATION AND SALE OF COMMON STOCK AND WARRANTS
1.1 Authorization of Common Stock and Warrants. The Company has authorized the sale and issuance to the Purchaser of 5,333,333 shares (the ?Shares?) of its Common Stock, par value $ 0.0001 per share (the ?Common Stock?), and warrants to purchase 2,666,667 shares of Common Stock (the ?Warrants?), such Warrants having the terms set forth in the form attached hereto as Exhibit A. The Shares and Warrants to be purchased hereunder are referred to collectively as the ?Units?, and a single ?Unit? shall consist of one Share and a Warrant to purchase [one half] Share.
1.2 Sale and Issuance of Units.
Subject to the terms and conditions hereof, the Company will issue and sell to the Purchaser and the Purchaser will buy from the Company 5,333,333 Units at a per Unit purchase price of US$0.75 (the ?Per Unit Price?), and at the aggregate purchase price of US$4,000,000 (the ?Purchase Price?).
2. CLOSING DATE; DELIVERY
2.1 Closing Date. It is anticipated that the purchase and sale of the Units hereunder shall be consummated at a closing (the ?Closing?) held at the offices of Arnold & Porter LLP, 1600 Tysons Boulevard, Suite 900, McLean, VA 22122 on April 20th, 2006, at 10:00 a.m., local time, or at such other date, time and place upon which the Company and the Purchaser shall agree (the date and time of the Closing is hereinafter referred to as the ?Closing Date?).
2.2 Delivery and Payment.
At the Closing, the Company will deliver to the Purchaser a certificate or certificates, registered in the Purchaser?s name, representing the Shares and Warrants to be purchased by the Purchaser at the Closing, against payment of the Purchase Price therefor, by wire transfer per the Company?s instructions.
2.3 Escrow of Funds Pending Closing.
Concurrent with the execution of this Agreement, the Purchaser will tender to legal counsel for the Company funds equal to the Purchase Price for the Units. Such funds will be held by such counsel in escrow pending notice by the Company and Purchaser of the Closing. If the Closing has not occurred by the termination date specified in Section 8.1, the parties will
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