Common use of Agreement to Sell and Purchase the Shares and Warrants Clause in Contracts

Agreement to Sell and Purchase the Shares and Warrants. 2.1 At the Closing (as defined in Section 3.1), the Company will sell to the Investor, and the Investor will purchase from the Company, upon the terms and conditions set forth herein, the number of Shares and Warrants set forth on the last page of the Agreement to which these Terms and Conditions for Purchase of Shares and Warrants are attached as Annex I (the “Signature Page”) for the aggregate purchase price therefor set forth on the Signature Page. 2.2 The Company proposes to enter into substantially this same form of Subscription Agreement with certain other investors (the “Other Investors”) and expects to complete sales of Shares and Warrants to them. The Investor and the Other Investors are hereinafter sometimes collectively referred to as the “Investors,” and this Agreement and the Subscription Agreements executed by the Other Investors are hereinafter sometimes collectively referred to as the “Agreements.” 2.3 The Company confirms that neither it nor any other Person acting on its behalf has provided the Investor or their agents or counsel with any information that constitutes or could reasonably be expected to constitute material, nonpublic information, except as will be disclosed in the Prospectus and/or in one or more filings pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to be made by the Company with the Commission and incorporated by reference into the Prospectus prior to the consummation of the Offering. The Company understands and confirms that the Investor will rely on the foregoing representations in effecting transactions in securities of the Company.

Agreement to Sell and Purchase the Shares and Warrants. 2.1 At the Closing (as defined in Section 3.1herein), the Company will sell to the InvestorPurchaser, and the Investor Purchaser will purchase buy from the Company, upon the terms and conditions hereinafter set forth hereinforth, the number of Shares and Warrants Units set forth on the last signature page of hereof at the Agreement to which these Terms and Conditions for Purchase of Shares and Warrants are attached as Annex I (the “Signature Page”) for the aggregate purchase price therefor set forth on the Signature Page. 2.2 signature page hereof (the “Purchase Price”). The Company proposes to enter into substantially this same form of Subscription Agreement purchase agreement with certain other investors (the “Other InvestorsPurchasers”) and expects to complete sales of Shares and Warrants the Securities to them. The Investor Purchaser and the Other Investors Purchasers are hereinafter sometimes collectively referred to as the “InvestorsPurchasers,” and this Agreement and the Subscription Agreements agreements executed by the Other Investors Purchasers are hereinafter sometimes collectively referred to as the “Agreements.” In the event that certain of the Prior Investors exercise the right, pursuant to Section 4.33 of the Prior Purchase Agreements (the “Preemption Right” 2.3 The Company confirms that neither it nor any other Person acting on its behalf has provided the Investor or their agents or counsel with any information that constitutes or could reasonably be expected ), to constitute material, nonpublic information, except as will be disclosed participate in the Prospectus and/or in one or more filings sale of securities pursuant to the Agreements, the total number of Securities Exchange Act of 1934, as amended (the “Exchange Act”) to be made purchased by the Company with Purchasers shall be reduced by the Commission number of Securities purchased by such Prior Investors and incorporated the number of Securities to be purchased by reference into each Purchaser, and the Prospectus prior to the consummation of the Offering. The Company understands and confirms that the Investor will rely purchase price therefor, shall be reduced on the foregoing representations in effecting transactions in securities of the Companya pro rata basis.