Shares" means any shares of Common Stock constituting or issuable
pursuant to any award under the Corporation's 2009 Equity Incentive Plan.
"Initial Shares" means five million six hundred ninety-nine thousand
eighty-eight (5,699,088) shares of Class B Stock.
"Over-allotment Shares" means any shares of Common Stock issuable pursuant to
the underwriters' over-allotment option as described in the Registration
Statement on Form S-1 (File No. 333-162456) for the Corporation's initial public
offering of Common Stock.
"Purchase Price" means the sum of Seventy-Five Million Dollars ($75,000,000).
Purchaser shall be entitled to receive credit towards the Purchase Price for any
advances of cash made to the Corporation prior to consummation of the
transactions contemplated in Sections 2.1 and 2.2 hereof.
"Surplus" means the surplus (as such term is used in Section 41(1) of the
Business Corporations Act of the Republic of the Marshall Islands) of the
Corporation attributable to the Purchase Price.
ARTICLE II
PURCHASE AND SALE OF SHARES
SECTION 2.1.
AGREEMENT TO SELL AND PURCHASE THE SHARES;
ANTIDILUTION RIGHTS.
SUBJECT TO THE TERMS AND CONDITIONS HEREOF, THE
CORPORATION AGREES TO ISSUE AND SELL TO PURCHASER, AND PURCHASER AGREES TO
SUBSCRIBE FOR AND PURCHASE FROM THE CORPORATION, THE INITIAL SHARES AND THE
ANTIDILUTION SHARES IN EXCHANGE FOR THE PURCHASE PRICE PAID BY PURCHASER
SIMULTANEOUSLY WITH THE EXECUTION HEREOF OR THROUGH PRIOR ADVANCES OF CASH AS
DESCRIBED IN ARTICLE I ABOVE.
SECTION 2.2.
ISSUANCE OF INITIAL SHARES.
SIMULTANEOUSLY
WITH THE EXECUTION HEREOF, THE CORPORATION SHALL ISSUE THE INITIAL SHARES TO
PURCHASER.
SECTION 2.3.
ISSUANCES OF ANTIDILUTION SHARES.
(A)
SUBJECT TO THE TERMS AND CONDITIONS OF THIS SECTION 2.4, THE
CORPORATION SHALL ISSUE ANTIDILUTION SHARES TO PURCHASER FROM TIME TO TIME
SIMULTANEOUSLY WITH EACH FUTURE ISSUANCE OF COMMON STOCK OTHER THAN THE
INCENTIVE SHARES AND THE OVER-ALLOTMENT SHARES.
(B)
TO THE EXTENT THE CORPORATION HAS ANY REMAINING SURPLUS, THEN
CONSISTENT WITH RESOLUTIONS ADOPTED BY THE CORPORATION'S BOARD OF DIRECTORS
PRIOR TO THE EXECUTION HEREOF,
2
SUCH SURPLUS SHALL BE REDUCED, AND THE CORPORATION'S STATED CAPITAL INCREASED,
BY THE AGGREGATE PAR VALUE PER SHARE OF ANY ANTIDILUTION SHARES TO BE ISSUED.
(C)
IF CORPORATION HAS NO REMAINING SURPLUS, THEN THE ISSUANCE OF
FURTHER ANTIDILUTION SHARES SHALL BE SUBJECT TO PURCHASER'S PRIOR PAYMENT TO THE
CORPORATION OF THE AGGREGATE PAR VALUE PER SHARE FOR SUCH ANTIDILUTION SHARES.
(D)
THE PURCHASER'S RIGHT TO RECEIVE ANTIDILUTION SHARES SHALL TERMINATE
AT SUCH TIME AS PURCHASER, TOGETHER WITH ITS AFFILIATES, CEASES TO OWN AT LEAST
10% OF THE AGGREGATE NUMBER OF OUTSTANDING SHARES OF THE CORPORATION'S COMMON
STOCK AND CLASS B STOCK.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
The Purchaser hereby represents and warrants to the Corporation as follows:
(A)
THE PURCHASER HAS THE LEGAL CAPACITY, POWER AND AUTHORITY TO ENTER
INTO AND PERFORM ALL OF ITS OBLIGATIONS UNDER THIS AGREEMENT.
THE EXECUTION,
DELIVERY AND PERFORMANCE OF THIS AGREEMENT BY THE PURCHASER WILL NOT VIOLATE ANY
OTHER MATERIAL AGREEMENT TO WHICH THE PURCHASER IS A PARTY.
THIS AGREEMENT HAS
BEEN DULY AND VALIDLY AUTHORIZED, EXECUTED AND DELIVERED BY THE