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The document governs the purchase of Warrants issued by the specified Issuer, including the required Closing mechanics, delivery of purchase price via wire transfer, and transfer of Warrant certificates. It sets conditions for consummation, including the absence of legal prohibitions, and includes provisions for further assurances and Purchaser representations and warranties at execution and at Closing.",{"@graph":63,"@context":118},[64,80,101],{"@type":65,"itemListElement":66},"BreadcrumbList",[67,71,74,77],{"item":68,"name":69,"@type":70,"position":9},"https://docshare.wps.com","Home","ListItem",{"item":72,"name":10,"@type":70,"position":73},"https://docshare.wps.com/template/",2,{"item":75,"name":36,"@type":70,"position":76},"https://docshare.wps.com/template/forms/",3,{"item":78,"name":59,"@type":70,"position":79},"https://docshare.wps.com/template/securities-purchase-agreement-purchase-of-warrants/282301/",4,{"url":78,"name":59,"@type":81,"image":82,"author":87,"headline":59,"publisher":90,"fileFormat":93,"inLanguage":57,"description":61,"dateModified":94,"datePublished":95,"encodingFormat":93,"isAccessibleForFree":96,"interactionStatistic":97},"DigitalDocument",{"url":83,"@type":84,"width":85,"height":86},"https://docshare.wps.com/thumbnails/securities-purchase-agreement-purchase-of-warrants/282301.png","ImageObject",442,249,{"name":88,"@type":89},"WPS_1786070896","Person",{"url":68,"name":91,"@type":92},"DocShare","Organization","application/pdf","2026-10-23","2026-09-16",true,{"@type":98,"interactionType":99,"userInteractionCount":8},"InteractionCounter",{"@type":100},"ViewAction",{"@type":102,"mainEntity":103},"FAQPage",[104,110,114],{"name":105,"@type":106,"acceptedAnswer":107},"What securities are being purchased under this agreement?","Question",{"text":108,"@type":109},"The Purchaser buys the Warrants identified on Schedule A, which grant the right to purchase shares of common stock of the Issuer identified on Schedule A.","Answer",{"name":111,"@type":106,"acceptedAnswer":112},"When and how does the Closing occur?",{"text":113,"@type":109},"The Closing takes place on the Closing Date specified on Schedule A, subject to Section 3 conditions and any extension under Section 6. On the Closing Date, the Purchaser delivers the Purchase Price by wire transfer, and the Seller transfers the Warrants by delivering certificates in the Purchaser’s designated name.",{"name":115,"@type":106,"acceptedAnswer":116},"What conditions must be satisfied for the transaction to be consummated?",{"text":117,"@type":109},"The parties must not be enjoined or prohibited by any U.S. or other governmental, regulatory, or judicial authority. Additionally, the Seller’s obligation depends on the Purchaser’s representations and warranties being true and correct as of the Closing Date.","https://schema.org",{"og:url":78,"og:type":120,"og:title":59,"og:site_name":91,"og:description":61},"article",{"robots":122,"canonical":78},"index,follow",{"doc_id":124,"site_id":56},282301,1790174092,{"code":4,"msg":5,"data":127},{"doc_id":124,"user_id":128,"nickname":88,"user_avatar":129,"doc_module":9,"category_id":35,"category_name":36,"doc_title":59,"doc_description":61,"doc_content":130,"file_id":131,"file_url":132,"file_type":133,"file_size":134,"view_count":8,"is_deleted":4,"is_public":9,"is_downloadable":9,"audit_status":9,"page_count":25,"language":135,"language_code":57,"site_id":56,"html_lang":57,"table_of_contents":136,"faqs":137,"seo_title":138,"seo_description":61,"update_tm":139,"read_time":47,"preview_page_count":4},549768072016,"https://ap-avatar.wpscdn.com/davatar_155a257f0dc6eb9ab79c44ca47cae57d","SECURITIES PURCHASE AGREEMENT  \nby and between  \nTHE UNITED STATES DEPARTMENT OF THE TREASURY  \nand  \nTHE PURCHASER IDENTIFIED ON SCHEDULE A  \nSECURITIES PURCHASE AGREEMENT  \nThis SECURITIES PURCHASE AGREEMENT (as amended, supplemented, or otherwise modified from time to time, this “Purchase Agreement”) is dated as of the date of its execution by both parties hereto, and is entered into by and between the United States Department of the Treasury (the “Seller”) and the Purchaser identified on Schedule A hereto (the “Purchaser”) .  \nWHEREAS, the Seller owns the warrants to purchase shares of common stock listed on Schedule A hereto (the “Warrants”) issued by the issuer identified on Schedule A hereto (the“Issuer”), which the Issuer issued to the Seller in connection with the Payroll Support Program established under Division A, Title IV, Subtitle B of the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act, the Payroll Support Program Extension established under Division N, Title IV, Subtitle A of the Consolidated Appropriations Act, 2021, the Payroll Support Program 3 established under Title VII, Subtitle C of the American Rescue Plan Act of 2021, and the Airline Loan Program established under Division A, Title IV, Subtitle A of the CARES Act;  \nWHEREAS, the Purchaser previously entered into the Auction Participation Agreement between the Seller and the Purchaser (the “Participation Agreement”) as a condition of participating in the auction for the Warrants, which was held on the date identified on Schedule A hereto (the “Auction”);  \nWHEREAS, the Purchaser was the Winning Bidder (as defined in the Auction Procedures attached hereto as Annex A, which form part ofand are incorporated into this Purchase Agreement) ofthe lot in the Auction for the Warrants and, as such, is now obligated to enter into this Purchase Agreement to purchase the Warrants from the Seller, subject to the terms and conditions contained in this Purchase Agreement (the “Transaction”); and  \nWHEREAS, the Purchase Price (as defined below) payable by the Purchaser for the Warrants is equal to the amount of the Purchaser’s Winning Bid (as defined in the Auction Procedures) in the Auction.  \nNOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, and covenants, and subject to the conditions, set forth herein, and intending to be legally bound hereby, each of the Purchaser and the Seller acknowledges and agrees as follows:  \n1.  Securities Purchase. Subject to, and on the terms and conditions of, this Purchase Agreement, at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, convey, assign, and deliver to the Purchaser, the Warrants, free and clear of all liens, licenses, pledges, charges, encumbrances, adverse rights or claims, and security interests. The purchase price for the Warrants shall be the amount specified as the Purchase Price on Schedule A hereto (the “Purchase Price”), which is the amount of the Winning Bid in the Auction.  \n2.  Closing. The closing of the Transaction (the “Closing”) shall occur on the date specified as the Closing Date on Schedule A hereto (the “Closing Date”), subject to the satisfaction of the conditions set forth in Section 3 of this Purchase Agreement, and any extension of the Closing Date pursuant to Section 6 hereof. On the Closing Date,(i) the Purchaser shall deliver the Purchase Price by wire transfer of United States dollars in immediately available funds to the  \naccount(s) specified by the Seller on Schedule A hereto, and (ii) the Seller shall transfer the Warrants, or shall cause the Warrants to be transferred, to the Purchaser by delivering certificates representing the Warrants not bearing restrictive legends and endorsed by the Seller to the Purchaser in the name designated by the Purchaser; provided that if the Purchaser is the Issuer, this clause (ii) will be satisfied by the surrender of the certificates representing the Warran","cbCaifNIHrj9BwJ3","https://ap.wps.com/l/cbCaifNIHrj9BwJ3","pdf",239748,"English","# Securities Purchase Agreement\n## Parties and Background\n## Securities Purchase\n## Closing\n## Closing Conditions\n## Further Assurances\n## Purchaser Representations and Warranties","[{\"question\":\"What securities are being purchased under this agreement?\",\"answer\":\"The Purchaser buys the Warrants identified on Schedule A, which grant the right to purchase shares of common stock of the Issuer identified on Schedule A.\"},{\"question\":\"When and how does the Closing occur?\",\"answer\":\"The Closing takes place on the Closing Date specified on Schedule A, subject to Section 3 conditions and any extension under Section 6. On the Closing Date, the Purchaser delivers the Purchase Price by wire transfer, and the Seller transfers the Warrants by delivering certificates in the Purchaser’s designated name.\"},{\"question\":\"What conditions must be satisfied for the transaction to be consummated?\",\"answer\":\"The parties must not be enjoined or prohibited by any U.S. or other governmental, regulatory, or judicial authority. Additionally, the Seller’s obligation depends on the Purchaser’s representations and warranties being true and correct as of the Closing Date.\"}]","Securities Purchase Agreement - Purchase of Warrants | PDF",1789571464]