Common use of Nature and Purchase of Firm Securities Clause in Contracts

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, an aggregate of __________ shares (each, a “Firm Share” and collectively, the “Firm Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). For every one Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase one share of Common Stock each at an exercise price of $____ per share (110% of the public offering price per Firm Share in the Offering) (each, a “Warrant” and collectively, the “Warrants”), or an aggregate of Warrants to purchase an aggregate of _________ shares of Common Stock (the “Firm Warrants” and together with the Firm Shares, the “Firm Securities”). The Firm Shares and Firm Warrants shall be sold as a unit (a “Firm Unit”), consisting of one Firm Share and one Firm Warrant. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price of $_____ per Firm Unit (93% of the Firm Unit Offering Price), and the purchase price of the Firm Unit shall be allocated as follows: (i) $_____ per Firm Share and (ii) $0.01 per Firm Warrant. The Firm Shares are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof).

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, an aggregate of __________ [●] shares (each, a “Firm Share” and collectively, the “Firm Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). For every one Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase one share of Common Stock each at an exercise price of $____ [●] per share (110100% of the public offering price per Firm Share in the Offering) (each, a “Warrant” and collectively, the “Warrants”), or an aggregate of [●] Warrants to purchase an aggregate of _________ [●] shares of Common Stock (the “Firm Warrants” and together with the Firm Shares, the “Firm Securities”). The Firm Shares and Firm Warrants shall be sold as a unit (a “Firm Unit”), consisting of one Firm Share and one Firm Warrant. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price of $_____ [●] per Firm Unit (93[●]% of the Firm Unit Offering Price), and the purchase price of the Firm Unit shall be allocated as follows: (i) $_____ [●] per Firm Share [●]% of the per Firm Share offering price) and (ii) $0.01 [●] per Firm WarrantWarrant ([●]%) of the per Firm Warrant offering price. The Firm Shares are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof).

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, an aggregate of __________ 1,980,000 shares (each, a “Firm Share” and collectively, the “Firm Shares”) of the Company’s common stock, par value $0.0001 0.001 per share (the “Common Stock”). For every one Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters two warrants, one warrant of which is referred to herein as the “Unit A Warrant” and the other which is referred to herein as the “Unit B Warrant.”(each of the Unit A Warrants and Unit B Warrants are sometimes referred to herein as a “Warrant” and collectively as the “Warrants”) it). Each Warrant shall entitle its holder to purchase one share of Common Stock each at an exercise price of $____ 4.25 per share (110100% of the public offering price per Firm Share Unit in the Offering) (each, a “Warrant” and collectively, the “Warrants”), or an aggregate of 3,960,000 Warrants to purchase an aggregate of _________ 3,960,000 shares of Common Stock (the “Firm Warrants” and together with the Firm Shares, the “Firm Securities”). The Firm Shares and Firm Warrants shall be sold together as a unit (each a “Firm Unit” and collectively the “Firm Units”), consisting of one Firm Share and one two Firm WarrantWarrants. The Firm Shares and the Firm Warrants will be separated immediately upon issuance. The Unit A Warrants will be listing for trading on the on the NASDAQ CM (as defined below) and expire five years from the date of issuance. The Unit B Warrant will not be listed for trading on the Nasdaq CM and will expire 12 months from the date of issuance. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price of $_____ 3.9525 per Firm Unit (93% of the Firm Unit Offering Price), and the purchase price of the Firm Unit shall be allocated as follows: (i) $_____ 3.9339 per Firm Share and (ii) $0.01 0.0093 per each Firm Warrant. The Firm Shares Units are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof).

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, an aggregate of __________ [●] shares (each, a “Firm Share” and collectively, the “Firm Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). For every one Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase one share of Common Stock each at an exercise price of $____ [●] per share (110125% of the public offering price per Firm Share in the Offering) (each, a “Warrant” and collectively, the “Warrants”), or an aggregate of [●] Warrants to purchase an aggregate of _________ [●] shares of Common Stock (the “Firm Warrants” and together with the Firm Shares, the “Firm Securities”). The Firm Shares and Firm Warrants shall be sold as a unit (a “Firm Unit”), consisting of one Firm Share and one Firm Warrant. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price of $_____ [●] per Firm Unit (93[●]% of the Firm Unit Offering Price), and the purchase price of the Firm Unit shall be allocated as follows: (i) $_____ [●] per Firm Share [●]% of the per Firm Share offering price) and (ii) $0.01 [●] per Firm WarrantWarrant ([●]%) of the per Firm Warrant offering price. The Firm Shares are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof).

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, an aggregate of __________ 2,500,000 shares (each, a “Firm Share” and collectively, the “Firm Shares”) of the Company’s common stock, par value $0.0001 0.00001 per share (the “Common Stock”). For every one Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase one share of Common Stock each at an exercise price of $____ 5.50 per share (110% of the public offering price per Firm Share in the Offering) (each, a “Warrant” and collectively, the “Warrants”), or an aggregate of Warrants to purchase an aggregate of _________ 2,500,000 shares of Common Stock (the “Firm Warrants” and together with the Firm Shares, the “Firm Securities”). The Firm Shares and Firm Warrants shall be sold as a unit (a “Firm Unit”), consisting of one Firm Share and one Firm Warrant. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price of $_____ 4.65 per Firm Unit (93% of the Firm Unit Offering Price), and the purchase price of the Firm Unit shall be allocated as follows: (i) $_____ 4.64 per Firm Share and (ii) $0.01 per Firm Warrant. The Firm Shares are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof).

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, an aggregate of __________ 4,353,000 shares (each, a “Firm Share” and collectively, the “Firm Shares”) of the Company’s common stock, par value $0.0001 0.001 per share (the “Common Stock”). For every one Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant two warrants to purchase one share of Common Stock each at an exercise price of $____ 4.25 per share (110100% of the public offering price per Firm Share Security in the Offering) (each, a “Warrant” and collectively, the “Warrants”), or an aggregate of 8,706,000 Warrants to purchase an aggregate of _________ 8,706,000 shares of Common Stock (the “Firm Warrants” and together with the Firm Shares, the “Firm Securities”). The Firm Shares and the Firm Warrants shall will be sold as a unit (a “Firm Unit”), consisting of one Firm Share and one Firm Warrantseparated immediately upon issuance. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units Shares and Firm Warrants set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price of $_____ 3.9525 per combined Firm Unit Share and two Firm Warrants (93% of the per Firm Unit Offering Price), and the purchase price of the Firm Unit Security public offering price) which shall be allocated as follows: $3.9339 per share of Common Stock (ithe “Share Purchase Price”) and $_____ 0.0093 per Firm Share and warrant (ii) $0.01 per Firm Warrantthe “Warrant Purchase Price”). The Firm Shares Securities are to be offered initially to the public at the combined offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof).

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, an aggregate of __________ shares (each, a “Firm Share” and collectively, the “Firm Shares”) of the Company’s common stock, par value $0.0001 0.001 per share (the “Common Stock”). For every one Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters two warrants, one warrant of which is referred to herein as the “Unit A Warrant” and the other which is referred to herein as the “Unit B Warrant.”(each of the Unit A Warrants and Unit B Warrants are sometimes referred to herein as a “Warrant” and collectively as the “Warrants”) it). Each Warrant shall entitle its holder to purchase one share of Common Stock each at an exercise price of $____ per share (110100% of the public offering price per Firm Share in the Offering) (each, a “Warrant” and collectively, the “Warrants”), or an aggregate of ________ Warrants to purchase an aggregate of __________ shares of Common Stock (the “Firm Warrants” and together with the Firm Shares, the “Firm Securities”). The Firm Shares and Firm Warrants shall be sold together as a unit (each a “Firm Unit” and collectively the “Firm Units”), consisting of one Firm Share and one two Firm WarrantWarrants. The Firm Shares and the Firm Warrants will be separated immediately upon issuance. The Unit A Warrants will be listing for trading on the on the NASDAQ CM (as defined below) and expire five years from the date of issuance. The Unit B Warrant will not be listed for trading on the Nasdaq CM and will expire 12 months from the date of issuance. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price of $_____ per Firm Unit (93% of the Firm Unit Offering Price), and the purchase price of the Firm Unit shall be allocated as follows: (i) $_____ per Firm Share and (ii) $0.01 0.001 per each Firm Warrant. The Firm Shares Units are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof).

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, an aggregate of __________ [•] shares (each, a “Firm Share” and collectively, the “Firm Shares”) of the Company’s common stock, par value $0.0001 0.00001 per share (the “Common Stock”). For every one Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant together with Common Stock purchase warrants to purchase one share of Common Stock each at an exercise price of $____ per share (110% of the public offering price per Firm Share in the Offering) (each, a “Warrant” and collectively, the “Warrants”), or up to an aggregate of Warrants to purchase an aggregate of _________ [•] shares of Common Stock (the “Firm Warrants” and together with the Firm Shares, the “Firm Securities”). The Firm Shares and Firm Warrants shall be sold as a unit (a “Firm Unit”), consisting of one Firm Share and one Firm Warrant. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units Shares and Firm Warrants set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price of $_____ [•] per Firm Unit share (93% of the Firm Unit Offering Price), and the purchase price of the Firm Unit shall be allocated as follows: (i) $_____ per Firm Share and Security offering price) (ii) $0.01 per Firm Warrantsuch discount, the “Underwriter Discount”). The Firm Shares Securities are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). Notwithstanding the foregoing (i) the Underwriter Discount shall not apply to Firm Securities purchased using the application of proceeds from the redemption of up to $4,000,000 in principal amount of outstanding convertible debentures of the Company (the “Debenture Securities”), and (ii) the Underwriter Discount shall be 3.5% with respect to Firm Securities (i.e., (96.5% of the per Firm Security offering price) issued and sold to the Company’s existing investors (the “Existing Investor Securities”).

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, an aggregate of __________ 2,400,000 shares (each, a “Firm Share” and collectively, the “Firm Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). For every one Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase one share of Common Stock each at an exercise price of $____ 5.50 per share (110% of the public offering price per Firm Share Unit in the Offering) (each, a “Warrant” and collectively, the “Warrants”), or an aggregate of Warrants to purchase an aggregate of _________ 2,400,000 shares of Common Stock (the “Firm Warrants” and together with the Firm Shares, the “Firm Securities”). The Firm Shares and Firm Warrants shall be sold as a unit (a “Firm Unit”), consisting of one Firm Share and one Firm Warrant. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price of $_____ 4.65 per Firm Unit (93% of the Firm Unit Offering Price), and the purchase price of the Firm Unit shall be allocated as follows: (i) $_____ 4.64 per Firm Share and (ii) $0.01 per Firm Warrant. The Firm Shares are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof).

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, (a) an aggregate of [__________ ] shares (each, a “Firm Share” and collectively, the “Firm Shares”) of the Company’s common stock, $0.001 par value $0.0001 per share (the “Common Stock”), (b) Common Stock purchase warrants (the “Firm Warrants”) in the form filed as an exhibit to the Registration Statement to purchase up to an aggregate of [__] shares of Common Stock (the “Warrant Shares”), which shall have an exercise price of $[__] (subject to adjustment as provided in the Firm Warrants). For every The Firm Shares and the Warrants are referred to herein as the “Firm Securities.” The Firm Shares and the Firm Warrants shall be sold together as a fixed combination, each consisting of (i) one Firm Share issued and sold by the Company(ii) [_____] Firm Warrant to purchase one share of Common Stock, the Company shall issue with each combination consisting of one Firm Share and sell to the several Underwriters one warrant [_____] Firm Warrant to purchase one share of Common Stock each at an exercise price of $____ per share (110% of the public offering price per Firm Share in the Offering) (each, being referred to herein as a “Warrant” and collectively, the “WarrantsUnit.”), or an aggregate of Warrants to purchase an aggregate of _________ shares of Common Stock (the “Firm Warrants” and together with the Firm Shares, the “Firm Securities”). The Firm Shares and Firm Warrants shall be sold as a unit (a “Firm Unit”), consisting of one Firm Share and one Firm Warrant. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price of $[_____ ] per Firm Unit (93% of the Firm per Unit Offering Priceoffering price), and the purchase price of the Firm Unit shall be allocated as follows: (i) $_____ per Firm Share and (ii) $0.01 per Firm Warrant. The Firm Shares Units are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 2.1 hereof). The price per Unit shall reflect the sum of the prices of each applicable component Firm Security set forth herein, with each Firm Warrant having a value of $0.01.

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, an aggregate of __________ [●] shares (each, a “Firm Share” and collectively, the “Firm Shares”) of the Company’s common stock, par value $0.0001 0.001 per share (the “Common Stock”). ”). For every one Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase one share of Common Stock each at an exercise price of $____ [●] per share (110100% of the public offering price per Firm Share in the Offering) (each, a “Warrant” and collectively, the “Warrants”), or an aggregate of [●] Warrants to purchase an aggregate of _________ [●] shares of Common Stock (the “Firm Warrants” and together with the Firm Shares, the “Firm Securities”). The Firm Shares and Firm Warrants shall be sold as a unit (a “Firm Unit”), consisting of one Firm Share and one Firm Warrant. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price of $_____ [●] per Firm Unit (93[●]% of the Firm Unit Offering Price), and the purchase price of the Firm Unit shall be allocated as follows: (i) $_____ [●] per Firm Share [●]% of the per Firm Share offering price) and (ii) $0.01 [●] per Firm WarrantWarrant ([●]%) of the per Firm Warrant offering price. The Firm Shares are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof).

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, an aggregate of __________ shares (each, a “Firm Share” and collectively, the “Firm Shares”) of the Company’s common stock, par value $0.0001 0.00001 per share (the “Common Stock”). For every one Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase one share of Common Stock each at an exercise price of $____ per share (110____% of the public offering price per Firm Share in the Offering) (each, a “Warrant” and collectively, the “Warrants”), or an aggregate of __________ Warrants to purchase an aggregate of __________ shares of Common Stock (the “Firm Warrants” and together with the Firm Shares, the “Firm Securities”). The Firm Shares and Firm Warrants shall be sold as a unit (a “Firm Unit”), consisting of one Firm Share and one Firm Warrant. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price of $_____ per Firm Unit (93% of the Firm Unit Offering Price), and the purchase price of the Firm Unit shall be allocated as follows: (i) $_____ per Firm Share and (ii) $0.01 per Firm Warrant. The Firm Shares are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof).