Common use of Issuance of Shares and Warrants Clause in Contracts

Issuance of Shares and Warrants. Securities"). Subject to the terms and conditions of this Agreement, each Purchaser agrees, simultaneously with the execution and delivery of this Agreement, to purchase from the Company the amount of Shares (the Common Shares) set forth opposite to its name in Exhibit 1 at a purchase price of U.S. $3.00 per share ("the purchase price"). Simultaneously with the execution and delivery of this Agreement (i) each Purchaser is paying the Purchase Price set forth on Exhibit 1 opposite to the name of such Purchaser by wire transfer of immediately available funds to the Company in accordance with the wire transfer instructions set forth on Exhibit 2 hereto and is executing and delivering to the Company an Irrevocable Proxy in favor of Guy Nissenson, the President and Chief Executive Officer of the Compxxx xx xxx xxrm attached hereto as Exhibit 3; (ii) the Company is delivering to each Purchaser a stock certificate evidencing such Purchaser's ownership of the number of shares set forth in Exhibit 1 opposite to the name of such Purchaser. Simultaneously with the payment of the purchase price, the Company is issuing to each Purchaser Warrants to purchase the amount of Shares of the Company set forth on Exhibit 1 opposite to the name of such Purchaser, such Warrants to be in the forms attached hereto as Exhibits 4 and 5. Each A Warrant shall be exercisable at a price of $5.50 per share and Each B Warrant shall be exercisable at a price of $3.50 per share. Simultaneously with the execution and delivery of this Agreement, the Company and each Purchaser is executing and delivering a Registration Rights Agreement (the "Registration Rights Agreement") substantially in the form of Exhibit 6 hereto. As used herein the term "Transaction Documents" means this Agreement, the Warrants and the Registration Rights Agreement, and execution of this agreement and the Registration Rights Agreement by each Purchaser and the Company and tender of the purchase price for the Securities by each Purchaser to the Company is considered the "Closing Date". For purposes of this Agreement, the term securities refers to the common shares, warrants and shares of common stock underlying the warrants.

Issuance of Shares and Warrants. Securities"). Subject to the terms and conditions of this Agreement, each Purchaser agrees, simultaneously with the execution and delivery of this Agreement, to purchase from the Company the amount of Shares (the Common Shares) set forth opposite to its name in Exhibit 1 at a purchase price of U.S. $3.00 per share ("the purchase price"). Simultaneously with the execution and delivery of this Agreement (i) each Purchaser is paying the Purchase Price set forth on Exhibit 1 opposite to the name of such Purchaser by wire transfer of immediately available funds to the Company in accordance with the wire transfer instructions set forth on Exhibit 2 hereto and is executing and delivering to the Company an Irrevocable Proxy in favor of Guy Nissenson, the President and Chief Executive Officer of the Compxxx xx xxx xxrm attached hereto as Exhibit 3; (ii) the Company is delivering to each Purchaser a stock certificate evidencing such Purchaser's ownership of the number of shares set forth in Exhibit 1 opposite to the name of such Purchaser. Simultaneously with the payment of the purchase price, the Company is issuing to each Purchaser Warrants to purchase the amount of Shares of the Company set forth on Exhibit 1 opposite to the name of such Purchaser, such Warrants to be in the forms attached hereto as Exhibits 4 and 55 ALL OF THE WARRANTS SHOULD CONTAIN THE LIMITATION THAT THEY CANNOT BE EXERCISED IF THE EXERCISE WOULD CAUSSE THE HOLDER TO HOLD OVER 4.9% OF THE COMPANY'S COMMON STOCK, NOT JUST PLATINUM. Each A Warrant shall be exercisable at a price of $5.50 per share and Each B Warrant shall be exercisable at a price of $3.50 per share. Simultaneously with the execution and delivery of this Agreement, the Company and each Purchaser is executing and delivering a Registration Rights Agreement (the "Registration Rights Agreement") substantially in the form of Exhibit 6 hereto. As used herein the term "Transaction Documents" means this Agreement, the Warrants and the Registration Rights Agreement, and execution of this agreement and the Registration Rights Agreement by each Purchaser and the Company and tender of the purchase price for the Securities by each Purchaser to the Company is considered the "Closing Date". For purposes of this Agreement, the term securities refers to the common shares, warrants and shares of common stock underlying the warrants.

Issuance of Shares and Warrants. Securities"). Subject to the terms and conditions of this Agreement, each Purchaser agrees, simultaneously with the execution and delivery of this Agreement, to purchase from the Company the amount of Shares (the Common Shares) set forth opposite to its name in Exhibit 1 at a purchase price of U.S. $3.00 per share ("the purchase price")share. Simultaneously with the execution and delivery of this Agreement (i) each Purchaser is paying the Purchase Price set forth on Exhibit 1 opposite to the name of such Purchaser by wire transfer of immediately available funds to the Company in accordance with the wire transfer instructions set forth on Exhibit 2 hereto and is executing and delivering to the Company an Irrevocable Proxy in favor of Guy Nissenson, the President and Chief Executive Officer of the Compxxx xx xxx xxrm form attached hereto as Exhibit 3; (ii) the Company is delivering to each Purchaser a stock certificate evidencing such Purchaser's ownership of the number of shares set forth in Exhibit 1 opposite to the name of such Purchaser. Simultaneously with the payment execution and delivery of the purchase pricethis Agreement, the Company is issuing to each Purchaser Warrants to purchase the amount of Shares of the Company set forth on Exhibit 1 opposite to the name of such Purchaser, such Warrants to be in the forms attached hereto as Exhibits 4 and 5. Each A Warrant 5 (except that the Warrants issued to Platinum Partners LLC shall be exercisable at a price also restrict Platinum Partners LLC from exercising the Warrants, if immediately upon exercise of $5.50 per share and Each B Warrant the Warrants Platinum Partners LLC shall be exercisable at a price own 4.9% or more of $3.50 per sharethe then outstanding Ordinary Shares of the Company). Simultaneously with the execution and delivery of this Agreement, the Company and each Purchaser is executing and delivering a Registration Rights Agreement (the "Registration Rights Agreement") substantially in the form of Exhibit 6 hereto. As used herein the term "Transaction Documents" means this Agreement, the Warrants and the Registration Rights Agreement, and execution completion of this agreement and the Registration Rights Agreement by each Purchaser and the Company and tender all of the purchase price for the Securities by each Purchaser to the Company actions described in this Section 1 is considered the "Closing Date". For purposes of this Agreement, the term securities refers to the common shares, warrants and shares of common stock underlying the warrants.

Issuance of Shares and Warrants. Securities"). Subject to the terms and conditions of this Agreement, each Purchaser agrees, simultaneously with the execution and delivery of this Agreement, to purchase from the Company the amount of Shares (the Common Shares) set forth opposite to its name in Exhibit 1 at a purchase price of U.S. $3.00 per share ("the purchase price")share. Simultaneously with the execution and delivery of this Agreement (i) each Purchaser is paying the Purchase Price set forth on Exhibit 1 opposite to the name of such Purchaser by wire transfer of immediately available funds to the Company in accordance with the wire transfer instructions set forth on Exhibit 2 hereto and is executing and delivering to the Company an Irrevocable Proxy in favor of Guy Nissenson, the President and Chief Executive Officer of the Compxxx xx xxx xxrm form attached hereto as Exhibit 3; (ii) the Company is delivering to each Purchaser a stock certificate evidencing such Purchaser's ownership of the number of shares set forth in Exhibit 1 opposite to the name of such Purchaser. Simultaneously with the payment execution and delivery of the purchase pricethis Agreement, the Company is issuing to each Purchaser Warrants to purchase the amount of Shares of the Company set forth on Exhibit 1 opposite to the name of such Purchaser, such Warrants to be in the forms attached hereto as Exhibits 4 and 5. Each A Warrant shall be exercisable at a price of $5.50 per share and Each B Warrant shall be exercisable at a price of $3.50 per share. Simultaneously with the execution and delivery of this Agreement, the Company and each Purchaser is executing and delivering a Registration Rights Agreement (the "Registration Rights Agreement") substantially in the form of Exhibit 6 hereto. As used herein the term "Transaction Documents" means this Agreement, the Warrants and the Registration Rights Agreement, and execution completion of this agreement and the Registration Rights Agreement by each Purchaser and the Company and tender all of the purchase price for the Securities by each Purchaser to the Company actions described in this Section 1 is considered the "Closing Date". For purposes of this Agreement, the term securities refers to the common shares, warrants and shares of common stock underlying the warrants.