Common use of Nature and Purchase of Securities Clause in Contracts

Nature and Purchase of 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 (the “Firm Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), an aggregate of [______] shares of Series C Convertible Preferred Stock, par value $0.001 per share (the “Preferred Shares”), which are convertible into an aggregate of [______] shares of Common Stock (the “Conversion Shares”), which shall have a stated value of $1,000 per share and shall have a conversion price of $[______], subject to adjustment as provided in the Certificate of Designation, Preferences and Rights of the Preferred Shares (the “Certificate of Designation”), an aggregate of [________] Series A Common Stock purchase warrants, which shall have an exercise price of $[________] (the “Series A Warrants”) to purchase up to an aggregate of [________] shares of Common Stock, and an aggregate of [________] Series B Common Stock purchase warrants (the “Series B Warrants”) to purchase up to an aggregate of [________] shares of Common Stock, which shall have an exercise price of $[________]. The Series A Warrants and Series B Warrants are collectively referred herein as the “Firm Warrants” and the shares of Common Stock underlying the Firm Warrants are collectively referred to herein as the “Warrant Shares.”. The Firm Shares, the Preferred Shares and the Firm Warrants are collectively referred to herein as the “Firm Securities.” The Firm Shares and the Conversion Shares are collectively referred to herein as the “Shares.”

Nature and Purchase of 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 Class A Units (each, a “Class A Unit” and collectively, the “Firm SharesClass A Units”) ), each Class A Unit consisting of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), a warrant, in the form filed as Exhibit 4.[ ] to the Registration Statement (as defined in Section 2.1.1 below), to purchase one share of Common Stock (each, a “Primary Warrant” and collectively, the “Primary Warrants”) and one warrant, in the form filed as Exhibit 4.[ ] to the Registration Statement (as defined in Section 2.1.1 below) to purchase one-half of one share of Common Stock (each, a “Common Warrant” and collectively, the “Common Warrants”, which, together with the Primary Warrants, we refer to as “Warrants”), and an aggregate of [______●] shares Class B Units (each, a “Class B Unit” and collectively, the “Class B Units”), each Class B Unit consisting of one share of Series C A Convertible Preferred Stock, par value $0.001 per share (the “Preferred SharesStock”), which are each share of Preferred Stock convertible into an aggregate of [______●] shares of Common Stock (the “Conversion Shares”), which shall have a stated value of $1,000 per share and shall have at a conversion price of [●] per share, subject to adjustment, Primary Warrants to purchase [●] shares of Common Stock and Common Warrant to purchase [●] shares of Common Stock. Each Primary Warrant shall be exercisable for a period of five (5) years at an exercise price of $[______]●] per share, subject to adjustment as provided in the Certificate Primary Warrants. Each Common Warrant will be exercisable for a period of Designation, Preferences and Rights of the Preferred Shares one (the “Certificate of Designation”), an aggregate of [________] Series A Common Stock purchase warrants, which shall have 1) year at an exercise price of $[________●] (per share, subject to adjustment as provided in the “Series A Common Warrants”) to purchase up to an aggregate of [________] shares of Common Stock, and an aggregate of [________] Series B Common Stock purchase warrants (the “Series B Warrants”) to purchase up to an aggregate of [________] shares of Common Stock, which shall have an exercise price of $[________]. The Series [●] Class A Warrants and Series B Warrants are collectively referred herein as the “Firm Warrants” Units and the shares of Common Stock underlying the Firm Warrants [●] Class B Units are collectively referred to herein as the “Warrant SharesSecurities.”. The Firm Shares, the Preferred Shares and the Firm Warrants are collectively referred to herein as the “Firm Securities.” The Firm Shares and the Conversion Shares are collectively referred to herein as the “Shares.”

Nature and Purchase of 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 [________] 2,450,000 shares (the “Firm Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), an aggregate of [______] 4,510 shares of Series C Convertible Preferred Stock, par value $0.001 per share (the “Preferred Shares”), which are convertible into an aggregate of [______] 22,550,000 shares of Common Stock (the “Conversion Shares”), which shall have a stated value of $1,000 per share and shall have a conversion price of $[______]0.20, subject to adjustment as provided in the Certificate of Designation, Preferences and Rights of the Preferred Shares (the “Certificate of Designation”), an aggregate of [________] 25,000,000 Series A Common Stock purchase warrants, which shall have an exercise price of $[________] 0.22 (the “Series A Warrants”) to purchase up to an aggregate of [________] 22,550,000 shares of Common Stock, and an aggregate of [________] 25,000,000 Series B Common Stock purchase warrants (the “Series B Warrants”) to purchase up to an aggregate of [________] 22,550,000 shares of Common Stock, which shall have an exercise price of $[________]0.22. The Series A Warrants and Series B Warrants are collectively referred herein as the “Firm Warrants” and the shares of Common Stock underlying the Firm Warrants are collectively referred to herein as the “Warrant Shares.”. ” The Firm Shares, the Preferred Shares and the Firm Warrants are collectively referred to herein as the “Firm Securities.” The Firm Shares and the Conversion Shares are collectively referred to herein as the “Shares.”

Nature and Purchase of 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 (the “Firm Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), an aggregate of [______] shares of Series C Convertible Preferred Stock, par value $0.001 per share (the “Preferred Shares”), which are convertible into an aggregate of [______] shares of Common Stock (the “Conversion Shares”), which shall have a stated value of $1,000 per share and shall have a conversion price of $[______], subject to adjustment as provided in the Certificate of Designation, Preferences and Rights of the Preferred Shares (the “Certificate of Designation”), an aggregate of [________] Series A Common Stock purchase warrants, which shall have an exercise price of $[________] (the “Series A Warrants”) to purchase up to an aggregate of [________] shares of Common Stock, and an aggregate of [________] Series B Common Stock purchase warrants (the “Series B Warrants”) to purchase up to an aggregate of [________] shares of Common Stock, which shall have an exercise price of $[________]. The Series A Warrants and Series B Warrants are collectively referred herein as the “Firm Warrants” and the shares of Common Stock underlying the Firm Warrants are collectively referred to herein as the “Warrant Shares.”. ” The Firm Shares, the Preferred Shares and the Firm Warrants are collectively referred to herein as the “Firm Securities.” The Firm Shares and the Conversion Shares are collectively referred to herein as the “Shares.”

Nature and Purchase of 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 [________] 2,450,000 shares (the “Firm Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), an aggregate of [______] 4,510 shares of Series C Convertible Preferred Stock, par value $0.001 per share (the “Preferred Shares”), which are convertible into an aggregate of [______] 22,550,000 shares of Common Stock (the “Conversion Shares”), which shall have a stated value of $1,000 per share and shall have a conversion price of $[______]0.20, subject to adjustment as provided in the Certificate of Designation, Preferences and Rights of the Preferred Shares (the “Certificate of Designation”), an aggregate of [________] 25,000,000 Series A Common Stock purchase warrants, which shall have an exercise price of $[________] 0.22 (the “Series A Warrants”) to purchase up to an aggregate of [________] 25,000,000 shares of Common Stock, and an aggregate of [________] 25,000,000 Series B Common Stock purchase warrants (the “Series B Warrants”) to purchase up to an aggregate of [________] 25,000,000 shares of Common Stock, which shall have an exercise price of $[________]0.22. The Series A Warrants and Series B Warrants are collectively referred herein as the “Firm Warrants” and the shares of Common Stock underlying the Firm Warrants are collectively referred to herein as the “Warrant Shares.”. ” The Firm Shares, the Preferred Shares and the Firm Warrants are collectively referred to herein as the “Firm Securities.” The Firm Shares and the Conversion Shares are collectively referred to herein as the “Shares.”

Nature and Purchase of 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 (the “Firm Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and an aggregate of [______•] shares of Series C Convertible Preferred Stock, par value $0.001 per share pre-funded warrants (the “Preferred SharesPre-Funded Warrants”), which are convertible ) in the form filed as an exhibit to the Registration Statement (as hereinafter defined) (the “Pre-Funded Warrant Agreement”) exercisable into an aggregate of [______•] shares of Common Stock (the “Conversion Pre-Funded Warrant Shares”), which shall have a stated value of $1,000 per share and shall have a conversion price of $[______], subject to adjustment as provided in the Certificate of Designation, Preferences and Rights of the Preferred Shares together with Common Stock purchase warrants (the “Certificate of Designation”), an aggregate of [________] Series A Common Stock purchase warrants, which shall have an exercise price of $[________] (the “Series A Warrants”) to purchase up to an aggregate of [________•] shares of Common Stock, and an aggregate of [________] Series B Common Stock purchase warrants (the “Series B WarrantsCommon Warrant Shares” and together with the Pre-Funded Warrant Shares, the “Warrant Shares”) to purchase up to an aggregate of [________] shares of Common Stock), which shall have an exercise price of $[________•], subject to adjustment as provided in the Warrant Agreement (the “Warrant Agreement”). The Series A Warrants Shares, the Warrant and Series B the Pre-Funded Warrants are collectively referred herein as the “Firm Warrants” and the shares of Common Stock underlying the Firm Warrants are collectively referred to herein as the “Warrant Shares.”. The Firm Shares, the Preferred Shares and the Firm Warrants are collectively referred to herein as the “Firm Securities.” The Firm Shares Underwriters, severally and not jointly, on a best efforts basis, agree to purchase from the Conversion Shares Company the number of Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price of $[•] per share of Common Stock (93% of the per Share offering price), $[•] per Pre-Funded Warrant (93% of the per Pre-Funded Warrant offering price) and $[•] per Warrant. The Securities are collectively referred to herein 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). It is understood that the several Underwriters are to make a “best efforts” public offering of the Securities as soon as the Representative deems it advisable to do so. The Representative may from time to time thereafter change the public offering price and other selling terms. The Company recognizes that “Sharesbest efforts” does not assure that the offering of the Securities will be consummated and it is understood between the parties that there is no firm commitment by the Underwriters to purchase any or all of the Securities.”

Nature and Purchase of 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 (the “Firm Shares”) of the Company’s common stock, $0.001 par value $0.001 per share (the “Common Stock”), (b) warrants (the “Common Warrants”) in the form filed as an exhibit to the Registration Statement to purchase up to an aggregate of [______] shares of Series C Convertible Preferred Stock, par value $0.001 per share (the “Preferred Shares”), which are convertible into an aggregate of [______●] shares of Common Stock (the “Conversion Common Warrant Shares”), which shall have a stated value of $1,000 per share and shall have a conversion price of $[______], subject to adjustment as provided in the Certificate of Designation, Preferences and Rights of the Preferred Shares (the “Certificate of Designation”), an aggregate of [________] Series A Common Stock purchase warrants, which shall have an exercise price of $[________●] (subject to adjustment as provided in the Common Warrants), and (c) pre-funded warrants (the “Series A Pre-Funded Warrants” and together with the Common Warrants, the “Warrants”) in the form filed as an exhibit to the Registration Statement to purchase up to an aggregate of [________●] shares of Common Stock, and an aggregate of [________] Series B Common Stock purchase warrants (the “Series B WarrantsPre-Funded Warrant Shares” and together with the Common Warrant Shares, the “Warrant Shares”) to purchase up to an aggregate of [________] shares of Common Stock), which shall have an exercise price of $[________]0.0001 (subject to adjustment as provided in the Pre-Funded Warrants). The Series A Warrants Shares and Series B the Warrants are collectively referred herein as the “Firm Warrants” and the shares of Common Stock underlying the Firm Warrants are collectively referred to herein as the “Warrant Shares.”. The Firm Shares, the Preferred Shares and the Firm Warrants are collectively referred to herein as the “Firm Securities.” The Firm Shares and the Conversion Shares Warrants shall be sold together as a fixed combination, each consisting of (i) one Share and (ii) [●] Common Warrant to purchase [●] share of Common Stock. The Pre-Funded Warrants and Common Warrants shall be sold together as a fixed combination, each consisting of (i) one Pre-Funded Warrant and (ii) [●] Common Warrant to purchase [●] share of Common Stock. The offering and sale of the Securities are collectively hereinafter referred to herein as the “SharesOffering.”