Common use of Fees and Warrants Clause in Contracts

Fees and Warrants. (a) The Company will issue and deliver to the persons listed on Exhibit A under the column heading "Warrant Holders", or to such other persons as the Purchaser shall otherwise designate (such named persons, as they may be so otherwise designated, being referred to as the "Warrant Recipients"), Warrants to purchase shares of Common Stock in the amounts designated on Exhibit A hereto in connection with the Offering (the "Warrants") pursuant to Section 1 hereof. The Warrants must be delivered on the Closing Date. The aggregate number of shares of Common Stock purchasable upon exercise of the Warrants granted on the Closing Date is set forth on Exhibit A hereto. A form of Warrant is annexed hereto as Exhibit C. The per share "Purchase Price" of Common Stock as defined in the Warrants shall be equal to the lesser of (i) 120% of the average of the three lowest closing prices of the Common Stock as reported by Bloomberg Financial for the Pink Sheets, the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market, American Stock Exchange, or New York Stock Exchange (each of the foregoing the "Principal Market"), or such other principal market or exchange where the Common Stock is listed or traded, for the ten (10) trading days preceding but not including the Closing Date or (ii) 120% of the average of the three lowest closing prices of the Common Stock as reported by Bloomberg Financial on the Principal Market for the ten trading days prior to but not including the date the Warrant is exercised. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of Purchaser are hereby also made and granted to the holders of the Warrants in respect of the Warrants and shares of the Company's Common Stock issuable upon exercise of the Warrants (the "Warrant Shares").

Fees and Warrants. (a) The Company will issue and deliver to the persons listed on Exhibit A under the column heading "Warrant Holders", or to such other persons as the Purchaser shall otherwise designate (such named persons, as they may be so otherwise designated, being referred to as the "Warrant Recipients"), Warrants to purchase shares of Common Stock in the amounts designated on Exhibit A hereto in connection with the Offering (the "Warrants") pursuant to Section 1 hereof. The Warrants must be delivered on the Closing Date. The aggregate number of shares of Common Stock purchasable upon exercise of the Warrants granted on the Closing Date is set forth on Exhibit A hereto. A form of Warrant is annexed hereto as Exhibit C. The per share "Purchase Price" of Common Stock as defined in the Warrants shall be equal to the lesser of (i) 120% of the average of the three lowest closing prices bid price of the Common Stock as reported by Bloomberg Financial for the Pink Sheets, the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market, American Stock Exchange, or New York Stock Exchange (each of the foregoing the "Principal Market"), or such other principal market or exchange where the Common Stock is listed or traded, for the ten (10) trading days preceding but not including the Closing Date or (ii) 120% of the average of the three lowest closing prices of the Common Stock as reported by Bloomberg Financial on the Principal Market for the ten trading days prior to but not including the date the Warrant is exercisedDate. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of Purchaser are hereby also made and granted to the holders of the Warrants in respect of the Warrants and shares of the Company's Common Stock issuable upon exercise of the Warrants (the "Warrant Shares").

Fees and Warrants. (a) The Company will issue and deliver to the persons listed on Exhibit A under the column heading "Warrant Holders", or to such other persons as the Purchaser shall otherwise designate (such named persons, as they may be so otherwise designated, being referred to as the "Warrant RecipientsWARRANT RECIPIENTS"), Warrants to purchase shares of Common Stock in the amounts designated on Exhibit A hereto in connection with the Offering (the "WarrantsWARRANTS") pursuant to Section 1 hereof. The Warrants must be delivered on the Closing Date. The aggregate number of shares of Common Stock purchasable upon exercise of the Warrants granted on the Closing Date is set forth on Exhibit A hereto. A form of Warrant is annexed hereto as Exhibit C. The per share "Purchase PricePURCHASE PRICE" of Common Stock as defined in the Warrants shall be equal to the lesser of (i) 120% of the average of the three lowest closing prices of the Common Stock as reported by Bloomberg Financial for the Pink Sheets, the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market, American Stock Exchange, or New York Stock Exchange (each of the foregoing the "Principal MarketPRINCIPAL MARKET"), or such other principal market or exchange where the Common Stock is listed or traded, for the ten (10) trading days preceding but not including the Closing Date or (ii) 120% of the average of the three lowest closing prices of the Common Stock as reported by Bloomberg Financial on the Principal Market for the ten trading days prior to but not including the date the Warrant is exercisedDate. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of Purchaser are hereby also made and granted to the holders of the Warrants in respect of the Warrants and shares of the Company's Common Stock issuable upon exercise of the Warrants (the "Warrant SharesWARRANT SHARES").

Fees and Warrants. (a) The Company will issue and deliver to the persons listed on Exhibit A under the column heading "Warrant Holders", or to such other persons as the Purchaser shall otherwise designate (in accordance with applicable laws) (such named persons, as they may be so otherwise designated, being referred to as the "Warrant RecipientsWARRANT RECIPIENTS"), Warrants to purchase shares of Common Stock in the amounts designated on Exhibit A hereto in connection with the Offering (the "WarrantsWARRANTS") pursuant to Section 1 hereof. The Warrants must be delivered on the Closing Date. The aggregate number of shares of Common Stock purchasable upon exercise of the Warrants granted on the Closing Date is set forth on Exhibit A hereto. A form of Warrant is annexed hereto as Exhibit C. The per share "Purchase PricePURCHASE PRICE" of Common Stock as defined in the Warrants shall be equal to the lesser of (i) 120% of the average of the three eight lowest closing prices of the Common Stock as reported by Bloomberg Financial for the Pink Sheets, the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market, American Stock Exchange, or New York Stock Exchange (each of the foregoing the "Principal MarketPRINCIPAL MARKET"), or such other principal market or exchange where the Common Stock is listed or traded, for the ten thirty (1030) trading days preceding but not including the Closing Date or (ii) 120% of the average of the three lowest closing prices of the Common Stock as reported by Bloomberg Financial on the Principal Market for the ten trading days prior to but not including the date the Warrant is exercisedDate. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of Purchaser are hereby also made and granted to the holders of the Warrants in respect of the Warrants and shares of the Company's Common Stock issuable upon exercise of the Warrants (the "Warrant SharesWARRANT SHARES").

Fees and Warrants. (a) The Company will issue and deliver to the persons listed on Exhibit A under the column heading "Warrant Holders", or to such other persons as the Purchaser shall otherwise designate (such named persons, as they may be so otherwise designated, being referred to as the "Warrant RecipientsWARRANT RECIPIENTS"), Warrants to purchase shares of Common Stock in the amounts designated on Exhibit A hereto in connection with the Offering (the "Warrants") pursuant to Section 1 hereof. The Warrants must be delivered on the Closing Date. The aggregate number of shares of Common Stock purchasable upon exercise of the Warrants granted on the Closing Date is set forth on Exhibit A hereto. A form of Warrant is annexed hereto as Exhibit C. The per share "Purchase PricePURCHASE PRICE" of Common Stock as defined in the Warrants shall be equal to the lesser of (i) 120% of the average of the three lowest closing prices of the Common Stock as reported by Bloomberg Financial for the Pink Sheets, the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market, American Stock Exchange, or New York Stock Exchange (each of the foregoing the "Principal MarketPRINCIPAL MARKET"), or such other principal market or exchange where the Common Stock is listed or traded, for the ten (10) trading days preceding but not including the Closing Date or (ii) 120% of the average of the three lowest closing prices of the Common Stock as reported by Bloomberg Financial on the Principal Market for the ten trading days prior to but not including the date the Warrant is exercised. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of Purchaser are hereby also made and granted to the holders of the Warrants in respect of the Warrants and shares of the Company's Common Stock issuable upon exercise of the Warrants (the "Warrant SharesWARRANT SHARES").

Fees and Warrants. (a) The Company will issue and deliver to the persons listed on Exhibit A under the column heading "Warrant Holders", or to such other persons as the Purchaser shall otherwise designate (such named persons, as they may be so otherwise designated, being referred to as the "Warrant RecipientsWARRANT RECIPIENTS"), Warrants to purchase shares of Common Stock (the "WARRANT SHARES") in the amounts designated on Exhibit A hereto in connection with the Offering (the "WarrantsWARRANTS") pursuant to Section 1 hereof. The Warrants must be delivered on the Closing Date. The aggregate number of shares of Common Stock purchasable upon exercise of the Warrants granted on the Closing Date is set forth on Exhibit A hereto. A form of Warrant is annexed hereto as Exhibit C. The per share "Purchase PricePURCHASE PRICE" of Common Stock as defined in the Warrants shall be equal to the lesser of (i) 120% of the average of the three lowest closing prices of the Common Stock as reported by Bloomberg Financial for the Pink Sheets, the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market, American Stock Exchange, or New York Stock Exchange (each of the foregoing the "Principal MarketPRINCIPAL MARKET"), or such other principal market or exchange where the Common Stock is listed or traded, for the ten (10) trading days immediately preceding but not including the Closing Date or (ii) 120% of the average of the three lowest closing prices of the Common Stock as reported by Bloomberg Financial on the Principal Market for the ten trading days immediately prior to but not including the date the Warrant is exercised. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of Purchaser are hereby also made and granted to the holders of the Warrants in respect of the Warrants and shares of the Company's Common Stock issuable upon exercise of the Warrants (the "Warrant Shares").

Fees and Warrants. (a) The Company will issue and deliver to the persons listed on Exhibit A under the column heading "Warrant Holders", or to such other persons as the Purchaser (a) Purchasers shall otherwise designate (such named persons, as they may be so otherwise designated, being referred to as the "Warrant Recipients"), Warrants to purchase shares of Common Stock in the amounts designated on Exhibit A hereto in connection with the Offering (the "Warrants") pursuant to Section 1 hereof. The Warrants must be delivered on the Closing Date. The aggregate number of shares of Common Stock purchasable upon exercise of the Warrants granted on the Closing Date is set forth on Exhibit A hereto. A form of Warrant is annexed hereto as Exhibit C. The per share "Purchase Price" of Common Stock as defined in the Warrants shall be equal to the lesser of (i) 120% of the average of the three lowest closing prices price of the Common Stock as reported by Bloomberg Financial for the Pink Sheets, the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market, American Stock Exchange, or New York Stock Exchange (each of the foregoing the "Principal Market"), or such other principal market or exchange where the Common Stock is listed or traded, for the ten (10) trading days preceding but not including the Closing Date or (ii) 120% of the average of the three lowest closing prices of the Common Stock as reported by Bloomberg Financial on the Principal Market for day preceding the ten trading days prior to but not including the date the Warrant is exercisedClosing. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of Purchaser Purchasers are hereby also made and granted to the holders of the Warrants in respect of the Warrants and shares of the Company's Common Stock issuable upon exercise of the Warrants (the "Warrant Shares").

Fees and Warrants. (a) The Company will issue and deliver to the persons listed on Exhibit A under the column heading "Warrant Holders", or to such other persons as the Purchaser Purchasers shall otherwise designate (such named persons, as they may be so otherwise designated, being referred to as the "Warrant RecipientsWARRANT RECIPIENTS"), Warrants to purchase shares of Common Stock in the amounts designated on Exhibit A hereto in connection with the Initial Offering (the "WarrantsINITIAL WARRANTS") pursuant to Section 1 1.1 hereof. The Initial Warrants must be delivered on the each applicable Initial Offering Closing Date, with respect to the dollar amount of Notes purchased on such Closing Date, at the rate of one Warrant Share for each such dollar amount of Notes then purchased. The aggregate number of shares of Common Stock purchasable upon exercise of the Initial Warrants granted on the Initial Closing Date is set forth on Exhibit A hereto. The Company will deliver to the Warrant Recipients, Warrants which are exercisable for 12% of the shares of Common Stock to be issued upon conversion of the Obligation Notes (the "OBLIGATION WARRANTS"). The Obligation Warrants with respect to a Purchase Obligation must be delivered no later than the Delivery Date (as defined in Section 9.1(b) hereof) in relation to the relevant Conversion Date. The Initial Warrants and Obligation Warrants are referred to herein collectively as Warrants. A form of Warrant is annexed hereto as Exhibit C. D. The per share "Purchase PricePURCHASE PRICE" of Common Stock as defined in the Warrants shall be equal to the lesser of (i) 120% of the average of the three lowest closing prices bid price of the Common Stock as reported by Bloomberg Financial for the Pink Sheets, the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market, American Stock Exchange, or New York Stock Exchange (each of the foregoing the "Principal Market"), or such other principal market or exchange where the Common Stock is listed or traded, for the ten (10) trading days preceding preceding, but not including including, the applicable Initial Offering Closing Date or (ii) 120% of Obligation Closing Date, as the average of the three lowest closing prices of the Common Stock case may be, as reported by Bloomberg Financial on the Principal Market for the ten trading days prior to but not including the date the Warrant is exercisedMarket. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of Purchaser Purchasers are hereby also made and granted to the holders of the Warrants in respect of the Warrants and shares of the Company's Common Stock issuable upon exercise of the Warrants (the "Warrant SharesWARRANT SHARES").