Common use of PURCHASE AND SALE; MUTUAL DELIVERIES Clause in Contracts

PURCHASE AND SALE; MUTUAL DELIVERIES. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, the number of shares of Series C Preferred Stock and Warrants as listed on Schedule 1 attached hereto. The shares of Series C Preferred Stock and the Warrants being sold hereunder (the “Purchased Securities”) shall be issued to the Purchasers upon receipt of the Purchase Price on the date hereof (the “Closing Date”). The shares of Series C Preferred Stock constituting the Purchased Securities shall be evidenced by a certificate issued in the name of each the Purchasers, bearing substantially the following legend: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY OTHER SECURITIES LAWS, AND SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNDER SAID ACT AND LAWS OR AN EXEMPTION THEREFROM. (b) The following provisions shall apply to the payment of the Purchase Price and the delivery of the Certificates and the Warrants. (i) The Purchasers shall pay the Purchase Price by delivering immediately available funds in United States Dollars to Maxim Group LLC by wire transfer to an account to be specified in writing by the Company. (ii) On the Closing Date, the Company shall deliver certificates representing the Series C Preferred Stock and the Warrants to the Purchasers, each duly executed on behalf of the Company and issued in the names of each Purchaser. (c) As used herein, each of the following terms has the meaning set forth below, unless the context otherwise requires:

PURCHASE AND SALE; MUTUAL DELIVERIES. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, Investors and the Purchasers Investors shall purchase from the Company, the Company that number of shares of Series C Preferred Common Stock equal to Seven Hundred and Warrants Sixty-Eight Thousand Dollars ($768,000.00) (the "Aggregate Amount") divided by the Purchase Price (as listed hereinafter defined), resulting in an aggregate of 800,000 shares (the "Shares") to be issued upon the payment of the Purchase Price by the respective Investors in the amounts and denominations set forth in Annex I. The Shares are part of an aggregate issuance of 800,000 shares of Common Stock on Schedule 1 attached heretosubstantially similar terms. The shares of Series C Preferred Stock Purchase Price is $0.96 per share. The Company's obligation to sell the Shares to each Investor and each Investor's obligation to purchase Shares from the Warrants being sold hereunder (the “Purchased Securities”) shall be issued to the Purchasers upon Company is several and represents a separate agreement. Upon receipt of the Purchase Price on Price, the date hereof (Company shall deliver to the “Closing Date”). The shares of Series C Preferred Stock constituting Investor one or more certificates representing the Purchased Securities shall be evidenced by a certificate issued in the name of each the PurchasersShares, bearing substantially the following legend: THE SECURITIES EVIDENCED BY THIS CERTIFICATE REPRESENTED HEREBY (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY OTHER SECURITIES LAWS, STATE AND SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION UNDER SAID ACT AND LAWS OR AN EXEMPTION THEREFROMIS NOT REQUIRED. (b) The following provisions shall apply to the payment of the Purchase Price and the delivery of the Certificates and the Warrants. (i) The Purchasers Investor acknowledges that (1) the Shares have not been and are not being registered under the provisions of the 1933 Act and, except as provided in the Registration Rights Agreement or otherwise included in an effective registration statement, the Shares have not been and are not being registered under the 1933 Act, and may not be transferred unless (A) subsequently registered thereunder or (B) the Investor shall pay have delivered to the Purchase Price by delivering immediately available funds Company an opinion of counsel, reasonably satisfactory in United States Dollars form, scope and substance to Maxim Group LLC by wire transfer the Company, to the effect that the Shares to be sold or transferred may be sold or transferred pursuant to an account exemption from such registration; (2) any sale of the Shares made in reliance on Rule 144 promulgated under the 1933 Act may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any resale of such Shares under circumstances in which the seller, or the Person through whom the sale is made, may be deemed to be specified an underwriter, as that term is used in writing by the Company. 1933 Act, may require compliance with some other exemption under the 1933 Act or the rules and regulations of the Securities and Exchange Commission (ii"Commission" or the "SEC") On the Closing Date, thereunder; and (3) neither the Company shall deliver certificates representing nor any other Person is under any obligation to register the Series C Preferred Stock and the Warrants Shares (other than pursuant to the Purchasers, each duly executed on behalf Registration Rights Agreement) under the 1933 Act or to comply with the terms and conditions of the Company and issued in the names of each Purchaserany exemption thereunder. (c) As used herein, each of the following terms has the meaning set forth below, unless the context otherwise requires:

PURCHASE AND SALE; MUTUAL DELIVERIES. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, Investors and the Purchasers Investors shall purchase from the Company, the Company that number of shares of Series C Preferred Common Stock equal to One Million Twenty Eight Thousand Seven Hundred and Fifty and 00/100 ($1,028,750,000.00) (the "Aggregate Amount") divided by the Purchase Price (as hereinafter defined), resulting in an aggregate of 1,959,524 Shares and Warrants as listed on Schedule 1 attached heretoto be issued upon the payment of the amounts by the respective Investors in the amounts and denominations set forth in Annex I. The Purchase Price is $.525 per share. The shares of Series C Preferred Stock Company's obligation to sell the Shares to each Investor and each Investor's obligation to purchase Shares from the Warrants being sold hereunder (the “Purchased Securities”) shall be issued to the Purchasers upon Company is several and represents a separate agreement. Upon receipt of the Purchase Price on Aggregate Amount by the date hereof (Escrow Agent, the “Closing Date”). The shares of Series C Preferred Stock constituting Company shall deliver to the Purchased Securities shall be evidenced by a certificate issued in respective Investor one or more certificates representing the name of each Shares and the PurchasersWarrants, bearing substantially the following legend: THE SECURITIES EVIDENCED BY THIS CERTIFICATE REPRESENTED HEREBY (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY OTHER SECURITIES LAWS, STATE AND SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION UNDER SAID ACT AND LAWS OR AN EXEMPTION THEREFROMIS NOT REQUIRED. (b) The following provisions shall apply to the payment of the Purchase Price and the delivery of the Certificates and the Warrants. (i) The Purchasers respective Investor acknowledges that (1) the Shares, the Warrants and the shares of Common Stock issuable upon exercise of the Warrants (the "Warrant Shares") have not been and are not being registered under the provisions of the 1933 Act and, except as provided in the Registration Rights Agreement or otherwise included in an effective registration statement, the Shares, the Warrants and the Warrant Shares have not been and are not being registered under the 1933 Act, and may not be transferred unless (A) subsequently registered thereunder and the Investor shall pay have delivered a Selling Stockholders Undertaking in the Purchase Price by delivering immediately available funds form annexed hereto or (B) the Investor shall have delivered to the Company an opinion of counsel, reasonably satisfactory in United States Dollars form, scope and substance to Maxim Group LLC by wire transfer the Company, to the effect that the Shares, the Warrants and/or the Warrant Shares to be sold or transferred may be sold or transferred pursuant to an account exemption from such registration; (2) any sale of the Shares, the Warrants and/or the Warrant Shares made in reliance on Rule 144 promulgated under the 1933 Act may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any resale of such Shares, the Warrants and/or the Warrant Shares under circumstances in which the seller, or the person through whom the sale is made, may be deemed to be specified an underwriter, as that term is used in writing by the Company. 1933 Act, may require compliance with some other exemption under the 1933 Act or the rules and regulations of the Securities and Exchange Commission (ii"Commission" or the "SEC") On thereunder; and (3) neither the Closing DateCompany nor any other person is under any obligation to register the Shares, the Company shall deliver certificates representing Warrants and/or the Series C Preferred Stock and the Warrants Warrant Shares (other than pursuant to the Purchasers, each duly executed on behalf of Registration Rights Agreement) under the Company and issued in the names of each Purchaser1933 Act. (c) As used herein, each of the following terms has the meaning set forth below, unless the context otherwise requires:

PURCHASE AND SALE; MUTUAL DELIVERIES. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, Investors and the Purchasers Investors shall purchase from the Company, the Company that number of shares of Series C Preferred Common Stock equal to Two Million Two Hundred Thousand Dollars ($2,200,000) (the "Aggregate Amount") divided by the Purchase Price (as hereinafter defined), resulting in an aggregate of 2,200,000 shares (the "Shares") and Warrants as listed on Schedule 1 attached heretoto be issued upon the payment of the Purchase Price by the respective Investors in the amounts and denominations set forth in Annex I. The Purchase Price is $1.00 per share. The shares of Series C Preferred Stock Company's obligation to sell the Shares to each Investor and each Investor's obligation to purchase Shares from the Warrants being sold hereunder (the “Purchased Securities”) shall be issued to the Purchasers upon Company is several and represents a separate agreement. Upon receipt of the Purchase Price on by the date hereof (Escrow Agent, the “Closing Date”). The shares of Series C Preferred Stock constituting Company shall deliver to the Purchased Securities shall be evidenced by a certificate issued in respective Investor one or more certificates representing the name of each the PurchasersShares, bearing substantially the following legend: THE SECURITIES EVIDENCED BY THIS CERTIFICATE REPRESENTED HEREBY (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY OTHER SECURITIES LAWS, STATE AND SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION UNDER SAID ACT AND LAWS OR AN EXEMPTION THEREFROM. (b) The following provisions shall apply to the payment of the Purchase Price and the delivery of the Certificates and the WarrantsIS NOT REQUIRED. (i) The Purchasers shall pay respective Investor acknowledges that (1) the Purchase Price by delivering immediately available funds in United States Dollars to Maxim Group LLC by wire transfer to an account to be specified in writing by the Company. (ii) On the Closing Date, the Company shall deliver certificates representing the Series C Preferred Stock Shares and the Warrants have not been and are not being registered under the provisions of the 1933 Act and, except as provided in the Registration Rights Agreement or otherwise included in an effective registration statement, the Shares and the Warrants have not been and are not being registered under the 1933 Act, and may not be transferred unless (A) subsequently registered thereunder or (B) the Investor shall have delivered to the PurchasersCompany an opinion of counsel, each duly executed on behalf reasonably satisfactory in form, scope and substance to the Company, to the effect that the Shares and/or Warrants to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; (2) any sale of the Company Shares and/or Warrants made in reliance on Rule 144 promulgated under the 1933 Act may be made only in accordance with the terms of said Rule and issued further, if said Rule is not applicable, any resale of such Shares and/or Warrants under circumstances in which the seller, or the Person through whom the sale is made, may be deemed to be an underwriter, as that term is used in the names of each Purchaser. (c) As used herein1933 Act, each may require compliance with some other exemption under the 1933 Act or the rules and regulations of the following terms has Securities and Exchange Commission ("Commission" or the meaning set forth below, unless "SEC") thereunder; and (3) neither the context otherwise requires:Company nor any other Person is under any obligation to register the Shares and Warrants (other than pursuant to the Registration Rights Agreement) under the 1933 Act.

PURCHASE AND SALE; MUTUAL DELIVERIES. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, Investors and the Purchasers Investors shall purchase from the Company, the Company that number of shares of Series C Preferred Common Stock equal to Two Million Seven Hundred Fifty Thousand Dollars ($2,750,000.00) (the "Aggregate Amount") divided by the Purchase Price (as hereinafter defined), resulting in an aggregate of 2,434,490 shares (the "Shares") to be issued upon the payment of the Purchase Price by the respective Investors in the amounts and Warrants as listed denominations set forth in Annex I. The Shares are part of an aggregate issuance of 2,434,490 shares of Common Stock on Schedule 1 attached heretosubstantially similar terms. The shares of Series C Preferred Stock Purchase Price is $1.1296 per share. The Company's obligation to sell the Shares to each Investor and each Investor's obligation to purchase Shares from the Warrants being sold hereunder (the “Purchased Securities”) shall be issued to the Purchasers upon Company is several and represents a separate agreement. Upon receipt of the Purchase Price on Price, the date hereof (Company shall deliver to the “Closing Date”). The shares of Series C Preferred Stock constituting Investor one or more certificates representing the Purchased Securities shall be evidenced by a certificate issued in the name of each the PurchasersShares, bearing substantially the following legend: THE SECURITIES EVIDENCED BY THIS CERTIFICATE REPRESENTED HEREBY (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY OTHER SECURITIES LAWS, STATE AND SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION UNDER SAID ACT AND LAWS OR AN EXEMPTION THEREFROMIS NOT REQUIRED. (b) The following provisions shall apply to the payment of the Purchase Price and the delivery of the Certificates and the Warrants. (i) The Purchasers Investor acknowledges that (1) the Shares have not been and are not being registered under the provisions of the 1933 Act and, except as provided in the Registration Rights Agreement or otherwise included in an effective registration statement, the Shares have not been and are not being registered under the 1933 Act, and may not be transferred unless (A) subsequently registered thereunder or (B) the Investor shall pay have delivered to the Purchase Price by delivering immediately available funds Company an opinion of counsel, reasonably satisfactory in United States Dollars form, scope and substance to Maxim Group LLC by wire transfer the Company, to the effect that the Shares to be sold or transferred may be sold or transferred pursuant to an account exemption from such registration; (2) any sale of the Shares made in reliance on Rule 144 promulgated under the 1933 Act may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any resale of such Shares under circumstances in which the seller, or the Person through whom the sale is made, may be deemed to be specified an underwriter, as that term is used in writing by the Company. 1933 Act, may require compliance with some other exemption under the 1933 Act or the rules and regulations of the Securities and Exchange Commission (ii"Commission" or the "SEC") On the Closing Date, thereunder; and (3) neither the Company shall deliver certificates representing nor any other Person is under any obligation to register the Series C Preferred Stock and the Warrants Shares (other than pursuant to the Purchasers, each duly executed on behalf Registration Rights Agreement) under the 1933 Act or to comply with the terms and conditions of the Company and issued in the names of each Purchaserany exemption thereunder. (c) As used herein, each of the following terms has the meaning set forth below, unless the context otherwise requires:

PURCHASE AND SALE; MUTUAL DELIVERIES. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, Investors and the Purchasers Investors shall purchase from the Company, the Company that number of shares of Series C Preferred Common Stock and Warrants as listed on Schedule 1 attached hereto. The shares of Series C Preferred Stock and the Warrants being sold hereunder equal to Five Million Dollars ($5,000,000.00) (the “Purchased Securities”"Aggregate Amount") shall divided by the Purchase Price (as hereinafter defined), resulting in an aggregate of 10,869,565 shares (the "Shares") to be issued to upon the Purchasers upon receipt payment of the Purchase Price on by the date hereof (respective Investors in the “Closing Date”)amounts and denominations set forth in Annex I. The Purchase Price is $46 per share. The shares of Series C Preferred Stock constituting Company's obligation to sell the Purchased Securities Shares to each Investor and each Investor's obligation to purchase Shares from the Company is several and represents a separate agreement. On the Closing Date , the Company shall be evidenced by a certificate issued in deliver to the name of Escrow Agent for each respective Investor one or more certificates representing the PurchasersShares, bearing substantially the following legend: THE SECURITIES EVIDENCED BY THIS CERTIFICATE REPRESENTED HEREBY (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY OTHER SECURITIES LAWS, STATE AND SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION UNDER SAID ACT AND LAWS OR AN EXEMPTION THEREFROMIS NOT REQUIRED. (b) The following provisions shall apply to the payment of the Purchase Price and the delivery of the Certificates and the Warrants. (i) The Purchasers shall pay respective Investor acknowledges that (1) the Purchase Price by delivering immediately available funds in United States Dollars to Maxim Group LLC by wire transfer to an account to be specified in writing by the Company. (ii) On the Closing Date, the Company shall deliver certificates representing the Series C Preferred Stock Shares and the Warrants have not been and are not being registered under the provisions of the 1933 Act and, except as provided in the Registration Rights Agreement or otherwise included in an effective registration statement, the Shares have not been and are not being registered under the 1933 Act, and may not be transferred unless (A) subsequently registered thereunder or (B) the Investor shall have delivered to the PurchasersCompany an opinion of counsel, each duly executed on behalf reasonably satisfactory in form, scope and substance to the Company, to the effect that the Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; (2) any sale of the Company Shares or the Warrants made in reliance on Rule 144 promulgated under the 1933 Act may be made only in accordance with the terms of said Rule and issued further, if said Rule is not applicable, any resale of such Shares under circumstances in which the seller, or the Person through whom the sale is made, may be deemed to be an underwriter, as that term is used in the names of each Purchaser. (c) As used herein1933 Act, each may require compliance with some other exemption under the 1933 Act or the rules and regulations of the following terms has Securities and Exchange Commission ("Commission" or the meaning set forth below, unless "SEC") thereunder; and (3) neither the context otherwise requires:Company nor any other Person is under any obligation to register the Shares (other than pursuant to the Registration Rights Agreement) under the 1933 Act.