Common use of Purchase and Sale of Common Stock and Warrants Clause in Contracts

Purchase and Sale of Common Stock and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, an aggregate of approximately 3,333,334 shares of Common Stock (the "Shares") at a price per share of $0.90 (the "Per Share Purchase Price") for an aggregate purchase price of $3,000,000 (the "Purchase Price"). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and Regulation S promulgated thereunder. and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions, the Purchasers shall be issued (i) Series A Warrants, in substantially the form attached hereto as Exhibit B (the "Series A Warrants"), to purchase the number of shares of Common Stock equal to one hundred percent of the number of Shares purchased pursuant to the terms hereof, such amount to be set forth opposite such Purchaser's name on Exhibit A attached hereto. The Warrants shall have an exercise price of $1.25 per Warrant (as defined in the respective Warrant) and shall be exercisable as stated therein. Any shares of Common Stock issuable upon exercise of the Warrants (and such shares when issued) are herein referred to as the "Warrant Shares". The Shares, the Warrants and the Warrant Shares are sometimes collectively referred to herein as the "Securities".

Purchase and Sale of Common Stock and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, an aggregate of approximately 3,333,334 1,050,000 shares of Common Stock (the "“Shares"”) at a price per share of $0.90 2.10 (the "“Per Share Purchase Price"”) for an aggregate purchase price of $3,000,000 2,205,000 (the "“Purchase Price"”). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "“Securities Act"”), including Regulation D ("“Regulation D"”), and Regulation S promulgated thereunder. and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions, the Purchasers shall be issued (i) Series A Warrants, in substantially the form attached hereto as Exhibit B (the "Series A “Warrants"”), to purchase the number of shares of Common Stock equal to one hundred percent of the number of Shares purchased pursuant to the terms hereof, such amount to be set forth opposite such Purchaser's ’s name on Exhibit A attached hereto. The Warrants shall have an exercise price of equal to $1.25 2.64 per Warrant (as defined in the respective Warrant) share and shall be exercisable as stated thereinon the date that is six months and one day following the Closing Date. Any shares of Common Stock issuable upon exercise of the Warrants (and such shares when issued) are herein referred to as the "“Warrant Shares"”. The Shares, the Warrants and the Warrant Shares are sometimes collectively referred to herein as the "“Securities"”.

Purchase and Sale of Common Stock and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, an aggregate of approximately 3,333,334 13,924,606 shares of Common Stock (the "Shares") at a price per share of $0.90 .44 (the "Per Share Purchase Price") for a cash purchase price of $2,250,000 and $3,524,388 stated value of shares of Series F Convertible Preferred Stock of the Company (the "Series F Preferred Stock"), which Series F Preferred Stock shall be exchanged for a number of Shares equal to 110% of the stated value per share of Series F Preferred Stock, for an aggregate purchase price of $3,000,000 5,774,388 (the "Purchase Price"). Each Purchaser shall pay the portion of the Purchase Price set forth opposite its name on Exhibit A hereto. The Company acknowledges that a portion of the Purchase Price shall be paid by certain Purchasers surrendering to the Company for cancellation shares of Series F Preferred Stock. The Company further acknowledges that $500,000 of the cash portion of the Purchase Price has been advanced to the Company by certain Purchasers in the form of promissory notes previously issued by the Company and will be exchanged for Shares pursuant to this Agreement. The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and Regulation S promulgated thereunder. and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditionsconditions and for no additional consideration, each of the Purchasers shall be issued (i) Series A Warrants, in substantially the form attached hereto as Exhibit B (the "Series A Warrants"), to purchase the number of shares of Common Stock equal to one hundred thirty percent (30%) of the number of Shares purchased by each Purchaser pursuant to the terms hereofof this Agreement, such amount to be as set forth opposite such Purchaser's name on Exhibit A attached hereto. The Warrants shall expire three (3) years from the Closing Date and shall have an exercise price of per share equal to $1.25 per Warrant (as defined in the respective Warrant) and shall be exercisable as stated therein1.00. Any shares of Common Stock issuable upon exercise of the Warrants (and such shares when issued) are herein referred to as the "Warrant Shares". ." The Shares, the Warrants and the Warrant Shares are sometimes collectively referred to herein as the "Securities." (c) In the event that a Purchaser would own in excess of 9.99% of the Common Stock outstanding on the Closing Date (as defined below), such Purchaser may purchase shares of the Company's Series G Convertible Preferred Stock (the "Series G Preferred Stock") set forth opposite its name on Exhibit A hereto. This Agreement, including, without limitation, the representations and warranties contained herein, shall apply to the purchase of the Series G Preferred Stock and, accordingly, any reference in this Agreement to "Shares" shall also be deemed to include shares of the Series G Preferred Stock and any shares of Common Stock issuable upon conversion of the Series G Preferred Stock. The Series G Preferred Stock pays no dividends and shall convert into Common Stock when such Purchaser's beneficial ownership percentage falls below 9.99%. The designation, rights, preferences and other terms and provisions of the Series G Preferred Stock are set forth in the Certificate of Designation of the Relative Rights and Preferences of the Series G Convertible Preferred Stock attached hereto as Exhibit C (the "Certificate of Designation").

Purchase and Sale of Common Stock and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, an aggregate of approximately 3,333,334 250,000 shares of Common Stock (the "“Shares"”) at a price per share of $0.90 2.00 (the "“Per Share Purchase Price"”) for an aggregate purchase price of $3,000,000 500,000 (the "“Purchase Price"”). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and Regulation S (“Regulation S”) promulgated thereunder. and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions, the Purchasers shall be issued (i) Series A Warrants, in substantially the form attached hereto as Exhibit B (the "Series A Warrants"), to purchase the number of shares of Common Stock equal to one hundred fifty percent of the number of Shares purchased pursuant to the terms hereof, such amount to be set forth opposite such Purchaser's ’s name on Exhibit A attached hereto. The Warrants shall have an exercise price of $1.25 2.50 per Warrant (as defined in the respective Warrant) and shall be exercisable as stated therein. Any shares of Common Stock issuable upon exercise of the Warrants (and such shares when issued) are herein referred to as the "“Warrant Shares"”. The Shares, the Warrants and the Warrant Shares are sometimes collectively referred to herein as the "“Securities"”.

Purchase and Sale of Common Stock and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, an aggregate of approximately 3,333,334 750,000 shares of Common Stock (the "“Shares"”) at a price per share of $0.90 2.00 (the "“Per Share Purchase Price"”) for an aggregate purchase price of $3,000,000 1,500,000 (the "“Purchase Price"”). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and Regulation S (“Regulation S”) promulgated thereunder. and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions, the Purchasers shall be issued (i) Series A Warrants, in substantially the form attached hereto as Exhibit B (the "Series A Warrants"), to purchase the number of shares of Common Stock equal to one hundred fifty percent of the number of Shares purchased pursuant to the terms hereof, such amount to be set forth opposite such Purchaser's ’s name on Exhibit A attached hereto. The Warrants shall have an exercise price of $1.25 2.50 per Warrant (as defined in the respective Warrant) and shall be exercisable as stated therein. Any shares of Common Stock issuable upon exercise of the Warrants (and such shares when issued) are herein referred to as the "“Warrant Shares"”. The Shares, the Warrants and the Warrant Shares are sometimes collectively referred to herein as the "“Securities"”.

Purchase and Sale of Common Stock and Warrants. (a) Upon the following terms and subject to the following conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, an aggregate of approximately 3,333,334 6,000,000 shares of Common Stock (the "“Shares"”) at a price per share of $0.90 0.10 (the "“Per Share Purchase Price"”) for an aggregate purchase price of $3,000,000 600,000 (the "“Purchase Price"”). Each Purchaser shall pay the portion of the Purchase Price set forth opposite its name on Exhibit A hereto (the “Purchasers Schedule”). Up until the Closing, Sherbrooke may amend the Purchasers Schedule under the heading “Investors” and appropriately allocate among additional investors the investment amounts and number of Shares and Warrants to be issued (so long as any such amendment does not cause the Purchase Price to equal an amount less than $600,000), and any Purchaser added to such amended Purchasers Schedule shall execute and deliver a counterpart signature page to this Agreement. Upon such execution and delivery, such additional investor shall become a party to this Agreement and shall become a Purchaser hereunder with all the rights and obligations of a Purchaser. The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "“Securities Act"”), including Regulation D ("“Regulation D"”), and Regulation S promulgated thereunder. and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditionsconditions and for no additional consideration, each of the Purchasers shall be issued (i) Series A Warrants, in substantially the form attached hereto as Exhibit B (the "Series A “Warrants"”), to purchase the number of shares of Common Stock equal to one hundred twenty-five percent (25%) of the number of Shares purchased by each Purchaser pursuant to the terms hereofof this Agreement, such amount to be as set forth opposite such Purchaser's ’s name on Exhibit A attached hereto. The Warrants shall expire two (2) years from the Closing Date and shall have an exercise price of per share equal to $1.25 per Warrant (as defined in the respective Warrant) and shall be exercisable as stated therein0.21. Any shares of Common Stock issuable upon exercise of the Warrants (and such shares when issued) are herein referred to as the "“Warrant Shares"”. The Shares, the Warrants and the Warrant Shares are sometimes collectively referred to herein as the "“Securities"”.

Purchase and Sale of Common Stock and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the PurchasersInvestors, and the Purchasers Investors shall purchase from the Company, an aggregate of approximately 3,333,334 shares of Common Stock (the "“Shares"”) of common stock, par value $0.001 per share of the Company (“Common Stock”) at a price per share of $0.90 (the "Per Share Purchase Price") [0.085/0.12] for an aggregate purchase price of $3,000,000 1,636,000 (the "“Purchase Price"”). Each Investor shall pay the portion of the Purchase Price set forth opposite its name on Exhibit A hereto. The Company and the Purchasers Investors are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and Regulation S promulgated thereunder. pursuant to the Securities Act and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditionsconditions and for no additional consideration, the Purchasers Investors shall be issued (i) Series A Warrants, warrants in substantially the form attached hereto as Exhibit B (the "Series A “Warrants")” and collectively with this Agreement, the “Transaction Documents”) to purchase the such number of shares of Common Stock equal to one hundred percent of the number of Shares purchased pursuant to the terms hereof, such amount to be as is set forth opposite such Purchaser's the name of each Investor on Exhibit A attached hereto. The Warrants shall have an exercise price of $1.25 per Warrant (as defined in the respective Warrant) and shall be exercisable as stated therein. Any shares of Common Stock issuable upon the exercise of the Warrants (and such shares when issued) are herein referred to as the "“Warrant Shares". .” The SharesStock, the Warrants and the Warrant Shares are sometimes collectively referred to herein as the "“Securities".”

Purchase and Sale of Common Stock and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of approximately 3,333,334 400,000 shares of Common Stock (the "Shares") at a price per share of $0.90 1.00 (the "Per Share Purchase Price") for an aggregate purchase price of $3,000,000 400,000 (the "Purchase Price"). The Company and the Purchasers Purchaser are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and Regulation S promulgated thereunder. thereunder and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions, the Purchasers Purchaser shall be issued (i) Series A B Warrants, in substantially the form attached hereto as Exhibit B (the "Series A B Warrants"), to purchase the number of shares of Common Stock equal to one hundred percent of twice the number of Shares purchased pursuant to the terms hereof, such amount to be set forth opposite such Purchaser's name on Exhibit A attached hereto. The Warrants shall have an exercise price of $1.25 per Warrant (as defined in the respective Warrant) and shall be exercisable as stated therein. Any shares of Common Stock issuable upon exercise of the Warrants (and such shares when issued) are herein referred to as the "Warrant Shares". The Shares, the Warrants and the Warrant Shares are sometimes collectively referred to herein as the "Securities".

Purchase and Sale of Common Stock and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, an aggregate of approximately 3,333,334 shares of Common Stock (the "Shares") at a price per share of $0.90 2.41 (the "Per Share Purchase Price") for an aggregate purchase price of up to $3,000,000 (the "Purchase Price"). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and Regulation S promulgated thereunder. and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions, each of the Purchasers shall be issued (i) Series A Warrants, in substantially the form attached hereto as Exhibit B (the "Series A Warrants"), to purchase the number of shares of Common Stock equal to one hundred percent of the number of Shares purchased pursuant to the terms hereof, such amount to be set forth opposite such Purchaser's name on Exhibit A attached hereto. The Warrants shall expire five (5) years from the Closing Date and shall have an exercise price of $1.25 per share equal to the Warrant Price (as defined in the respective Warrant) and shall be exercisable as stated therein). Any shares of Common Stock issuable upon exercise of the Warrants (and such shares when issued) are herein referred to as the "Warrant Shares". The Shares, the Warrants and the Warrant Shares are sometimes collectively referred to herein as the "Securities".

Purchase and Sale of Common Stock and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, an aggregate of approximately 3,333,334 up to 5,000,000 shares of Common Stock (the "Shares") at a price per share equal to eighty-five percent (85%) of $0.90 the average of the reported bid prices of the Common Stock for the ten (10) trading days prior to each Closing (as hereafter defined); provided, that, the "Per Share Purchase Price") for an aggregate per share purchase price of shall not be greater than $3,000,000 1.60 (the "Purchase Price"). The Company and the Purchasers Purchaser are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and Regulation S promulgated thereunder. and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions, the Purchasers Purchaser shall be issued (i) Series A Warrants, in substantially the form attached hereto as Exhibit B (the "Series A Warrants"), to purchase the number of shares of Common Stock equal to one hundred percent of the number of Shares purchased pursuant to the terms hereof, such amount to be set forth opposite such the Purchaser's name on Exhibit A attached hereto. The Warrants shall expire five (5) years from the Closing Date and shall have an exercise price of $1.25 per share equal to the Warrant Price (as defined in the respective Warrant) and shall be exercisable as stated therein). Any shares of Common Stock issuable upon exercise of the Warrants (and such shares when issued) are herein referred to as the "Warrant Shares". The Shares, the Warrants and the Warrant Shares are sometimes collectively referred to herein as the "Securities".

Purchase and Sale of Common Stock and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, an aggregate of approximately 3,333,334 6,100,000 shares of Common Stock (the "Shares") at a price per share of $0.90 2.25 (the "Per Share Purchase Price") for an aggregate purchase price of $3,000,000 13,725,000 (the "Purchase Price"). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and Regulation S promulgated thereunder. and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions, the Purchasers shall be issued (i) Series A Warrants, in substantially the form attached hereto as Exhibit B (the "Series A Warrants"), to purchase the number of shares of Common Stock equal to one hundred percent of the number of Shares purchased pursuant to the terms hereof, such amount to be set forth opposite such Purchaser's name on Exhibit A attached hereto. The Warrants shall have an exercise price of equal to $1.25 2.75 per Warrant (as defined in the respective Warrant) share and shall be exercisable as stated thereinbeginning on the date that is six months and one day following the Closing Date. Any shares of Common Stock issuable upon exercise of the Warrants (and such shares when issued) are herein referred to as the "Warrant Shares". The Shares, the Warrants and the Warrant Shares are sometimes collectively referred to herein as the "Securities".

Purchase and Sale of Common Stock and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, an aggregate of approximately 3,333,334 shares of Common Stock (the "“Shares"”) at a price per share of $0.90 .25 (the "“Per Share Purchase Price") for an ”). The minimum purchase price hereunder shall be no less than $6,000,000 (the “Minimum Purchase Price”). The aggregate purchase price sold hereunder shall be the sum of the Minimum Purchase Price and the aggregate purchase price of $3,000,000 any Shares sold in excess of the Minimum Purchase Price (the "“Purchase Price"”). The Minimum Purchase Price includes conversion of $3,486,000 of promissory notes recently issued by the Company for loans made to it in May through September of 2005 which will have converted into shares of Common Stock and warrants to purchase shares of Common Stock pursuant to the terms of such notes as more fully described on Schedule 1.1(a) attached hereto. The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "“Securities Act"”), including Regulation D ("“Regulation D"”), and Regulation S promulgated thereunder. and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) In the event that a Purchaser would own in excess of 9.99% of the Common Stock outstanding on the Closing Date (as defined below), such Purchaser shall purchase shares of the Company’s Series D Convertible Preferred Stock (the “Series D Preferred Stock”) set forth opposite its name on Exhibit A hereto. This Agreement, including, without limitation, the representations and warranties contained herein, shall apply to the purchase of the Series D Preferred Stock and, accordingly, any reference in this Agreement to “Shares” shall also be deemed to include such shares of the Series D Preferred Stock and any shares of Common Stock issuable upon conversion of such Series D Preferred Stock. The Series D Preferred Stock pays no dividends and shall convert into Common Stock when such Purchaser’s beneficial ownership percentage falls below 9.99%. (c) Upon the following terms and conditions, the Purchasers shall be issued (i) Series A F Warrants, in substantially the form attached hereto as Exhibit B (the "Series A “Warrants"”), to purchase the number of shares of Common Stock equal to one hundred percent of the number of Shares purchased pursuant to the terms hereof, such amount to be set forth opposite such Purchaser's ’s name on Exhibit A attached hereto. The Warrants shall be exercisable immediately upon issuance, shall have a term of seven (7) years and shall have an exercise price of $1.25 per share equal to the Warrant Price (as defined in the respective Warrant) and shall be exercisable as stated thereinWarrants). Any shares of Common Stock issuable upon exercise of the Warrants (and such shares when issued) are herein referred to as the "“Warrant Shares"”. The Shares, the Warrants and the Warrant Shares are sometimes collectively referred to herein as the "“Securities"”. (d) For a period of forty-five (45) days following the Closing Date (as defined below), each of the Purchasers shall have the right to purchase additional Shares equal to [________] percent (_____%) of such Purchaser’s initial investment in the Shares on the Closing Date on the same terms and conditions as set forth in this Agreement (the “Additional Investment Right”).

Purchase and Sale of Common Stock and Warrants. 1.1 Sale and Issuance of Common Stock and Warrants. (a) Upon Subject to the following terms and conditionsset forth herein, the Company shall issue Purchaser agrees to purchase by converting a Convertible Promissory Note originally issued on January 11, 2011 and sell to amended June 13, 2012 and July 1, 2013, in the Purchasersprincipal amount of $312,500 and accrued interest of $76,427 as of November 30, and the Purchasers shall purchase from the Company, an aggregate of approximately 3,333,334 2014 into 864,282 shares of Common Stock (the "Shares") common stock at a price per share of $0.90 (the "Per Share Purchase Price") for an aggregate purchase conversion price of $3,000,000 0.45 per share (the "Purchase Price"). The Company “Note”) and the Purchasers are executing Company agrees to issue to Purchaser at the Closing 864,282 shares of common stock and delivering this Agreement in accordance with two common stock purchase warrants: a Warrant A to purchase 368,750 shares of common stock and a Warrant B to purchase 1,790,117 shares of common stock. This private placement is being undertaken in reliance upon on the exemption from securities registration afforded by pursuant to Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and Regulation S promulgated thereunder. and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions, the Purchasers shall be issued (i) Series A Warrants, in substantially the form attached hereto as Exhibit B (the "Series A Warrants"), to purchase the number of The shares of Common Stock equal issued to one hundred percent of the number of Shares purchased Purchaser pursuant to the terms hereof, such amount to be set forth opposite such Purchaser's name on Exhibit A attached hereto. The Warrants shall have an exercise price of $1.25 per Warrant (as defined in the respective Warrant) and this Agreement shall be exercisable hereinafter referred to as stated therein. Any the “Stock,” the common stock purchase warrants issued to the Purchaser referred to collectively as the “Warrants” shall be referred to as “Warrant A,” and “Warrant B,” and the shares of Common Stock issuable upon exercise of the Warrants (and such shares when issued) are herein shall be hereinafter referred to as the "“Warrant Shares". Stock.” The SharesStock, Warrants, the Warrant Stock, and any equity securities issuable in exchange for the Stock, the Warrants and and/or the Warrant Shares are sometimes collectively Stock shall be hereinafter referred to herein as the "“Securities".” (c) The Purchaser hereby acknowledges receipt and approval of a copy of the following Company Documents: Annual 10-K report for the year ending December 31, 2013, Quarterly 10-Q reports for the periods ended March 31, 2014, June 30, 2014, and September 30, 2014.

Purchase and Sale of Common Stock and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, an aggregate of approximately 3,333,334 5,000,000 shares of Common Stock (the "Shares") at a price per share of $0.90 1.80 (the "Per Share Purchase Price") for an aggregate purchase price of up to $3,000,000 9,000,000 (the "Purchase Price"). Each Purchaser shall pay the portion of the Purchase Price set forth opposite its name on Exhibit A hereto. The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and Regulation S promulgated thereunder. and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditionsconditions and for no additional consideration, each of the Purchasers shall be issued (i) Series A Warrants, in substantially the form attached hereto as Exhibit B (the "Series A Warrants"), to purchase the number of shares of Common Stock equal to one hundred ___________ percent (___%) of the number of Shares purchased by each Purchaser pursuant to the terms hereofof this Agreement, such amount to be as set forth opposite such Purchaser's name on Exhibit A attached hereto. The Warrants shall expire five (5) years from the Closing Date and shall have an exercise price of $1.25 per share equal to the Warrant Price (as defined in the respective Warrant) and shall be exercisable as stated thereinWarrants). Any shares of Common Stock issuable upon exercise of the Warrants (and such shares when issued) are herein referred to as the "Warrant Shares". ." The Shares, the Warrants and the Warrant Shares are sometimes collectively referred to herein as the "Securities.".

Purchase and Sale of Common Stock and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, an aggregate of approximately 3,333,334 shares of Common Stock (the "Shares") at a price per share of $0.90 2.11 (the "Per Share Purchase Price") for an aggregate purchase price of up to $3,000,000 500,000 (the "Purchase Price"). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and Regulation S promulgated thereunder. and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions, each of the Purchasers shall be issued (i) Series A D Warrants, in substantially the form attached hereto as Exhibit B (the "Series A Warrants"), to purchase the number of shares of Common Stock equal to one hundred percent of the number of Shares purchased pursuant to the terms hereof, such amount to be set forth opposite such Purchaser's name on Exhibit A attached hereto. The Warrants shall have an exercise price of $1.25 per equal to the Warrant Price (as defined in the respective WarrantWarrants) and shall be exercisable as stated therein. Any shares of Common Stock issuable upon exercise of the Warrants (and such shares when issued) are herein referred to as the "Warrant Shares". The Shares, the Warrants and the Warrant Shares are sometimes collectively referred to herein as the "Securities".

Purchase and Sale of Common Stock and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, an aggregate of approximately 3,333,334 250,000 shares of Common Stock (the "“Shares"”) at a price per share of $0.90 2.00 (the "“Per Share Purchase Price"”) for an aggregate purchase price of $3,000,000 500,000 (the "“Purchase Price"”). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and Regulation S (“Regulation S”) promulgated thereunder. and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions, the Purchasers shall be issued (i) Series A Warrants, in substantially the form attached hereto as Exhibit B (the "Series A Warrants"), to purchase the number of shares of Common Stock equal to one hundred fifty percent of the number of Shares purchased pursuant to the terms hereof, such amount to be set forth opposite such Purchaser's ’s name on Exhibit A attached hereto. The Warrants shall have an exercise price of $1.25 2.50 per Warrant (as defined in the respective Warrant) and shall be exercisable as stated therein. Any shares of Common Stock issuable upon exercise of the Warrants (and such shares when issued) are herein referred to as the "“Warrant Shares"”. The Shares, the Warrants and the Warrant Shares are sometimes collectively referred to herein as the "“Securities"”.

Purchase and Sale of Common Stock and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, an aggregate of approximately 3,333,334 2,275,567 shares of Common Stock (the "Shares") at a price per share of $0.90 0.75 (the "Per Share Purchase Price") for an aggregate purchase price of $3,000,000 1,706,675.20 (the "Purchase Price"). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and Regulation S promulgated thereunder. and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions, the Purchasers shall be issued (i) Series A Warrants, in substantially the form attached hereto as Exhibit B (the "Series A Warrants"), to purchase the number of shares of Common Stock equal to one hundred percent of the number of Shares purchased pursuant to the terms hereof, such amount to be set forth opposite such Purchaser's name on Exhibit A attached hereto. The Warrants shall have an exercise price of $1.25 per equal to Warrant Price (as defined in the respective Warrant) and shall be exercisable as stated therein. Any shares of Common Stock issuable upon exercise of the Warrants (and such shares when issued) are herein referred to as the "Warrant Shares". The Shares, the Warrants and the Warrant Shares are sometimes collectively referred to herein as the "Securities".

Purchase and Sale of Common Stock and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, an aggregate of approximately 3,333,334 750,000 shares of Common Stock (the "“Shares"”) at a price per share of $0.90 2.00 (the "“Per Share Purchase Price"”) for an aggregate purchase price of $3,000,000 1,500,000 (the "“Purchase Price"”). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and Regulation S (“Regulation S”) promulgated thereunder. and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions, the Purchasers shall be issued (i) Series A Warrants, in substantially the form attached hereto as Exhibit B (the "Series A Warrants"), to purchase the number of shares of Common Stock equal to one hundred fifty percent of the number of Shares purchased pursuant to the terms hereof, such amount to be set forth opposite such Purchaser's ’s name on Exhibit A attached hereto. The Warrants shall have an exercise price of $1.25 2.50 per Warrant (as defined in the respective Warrant) and shall be exercisable as stated therein. Any shares of Common Stock issuable upon exercise of the Warrants (and such shares when issued) are herein referred to as the "“Warrant Shares"”. The Shares, the Warrants and the Warrant Shares are sometimes collectively referred to herein as the "“Securities"”.

Purchase and Sale of Common Stock and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, an aggregate of approximately 3,333,334 3,000,000 shares of Common Stock (the "Shares") at a price per share of $0.90 0.10 cents (the "Per Share Purchase Price") for an aggregate purchase price of $3,000,000 300,000 (the "Purchase Price"). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and Regulation S promulgated thereunder. and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions, the Purchasers shall be issued (i) Series A Warrants, in substantially the form attached hereto as Exhibit B (the "Series A Warrants"), to purchase the number an aggregate of 3,000,000 shares of Common Stock equal to one hundred percent of the number of Shares purchased pursuant to the terms hereof, such amount to be as set forth opposite such Purchaser's name on Exhibit A attached hereto. The Warrants shall have an initial exercise price of equal to $1.25 0.25 cents per Warrant (as defined in the respective Warrant) share and shall be exercisable as stated thereincommencing the Closing Date through and including the two (2) year anniversary of the Closing Date. Any shares of Common Stock issuable upon exercise of the Warrants (and such shares when issued) are herein referred to as the "Warrant Shares". The Shares, the Warrants and the Warrant Shares are sometimes collectively referred to herein as the "Securities".

Purchase and Sale of Common Stock and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, an aggregate of approximately 3,333,334 300,000 shares of Common Stock (the "Shares") at a price per share of $0.90 1.00 (the "Per Share Purchase Price") for an aggregate purchase price of $3,000,000 1.00 per share and $300,000.00 in the aggregate (the "Purchase Price"). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and Regulation S promulgated thereunder. thereunder and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions, the Purchasers shall be issued (i) 600,000 Series A B Warrants, in substantially the form attached hereto as Exhibit B (the "Series A B Warrants"), to purchase the number of shares of Common Stock equal to one hundred percent of the number of Shares as purchased pursuant to the terms hereof, such amount to be set forth opposite such Purchaser's name on Exhibit A attached hereto. The Warrants shall have an exercise price of $1.25 per Warrant (as defined in the respective Warrant) and shall be exercisable as stated therein. Any shares of Common Stock issuable upon exercise of the Warrants (and such shares when issued) are herein referred to as the "Warrant Shares". The Shares, the Warrants and the Warrant Shares are sometimes collectively referred to herein as the "Securities".

Purchase and Sale of Common Stock and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, an aggregate of approximately 3,333,334 275,000 shares of Common Stock (the "“Shares"”) at a price per share of $0.90 2.00 (the "“Per Share Purchase Price"”) for an aggregate purchase price of $3,000,000 550,000 (the "“Purchase Price"”). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and Regulation S (“Regulation S”) promulgated thereunder. and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions, the Purchasers shall be issued (i) Series A Warrants, in substantially the form attached hereto as Exhibit B (the "Series A Warrants"), to purchase the number of shares of Common Stock equal to one hundred fifty percent of the number of Shares purchased pursuant to the terms hereof, such amount to be set forth opposite such Purchaser's ’s name on Exhibit A attached hereto. The Warrants shall have an exercise price of $1.25 2.50 per Warrant (as defined in the respective Warrant) and shall be exercisable as stated therein. Any shares of Common Stock issuable upon exercise of the Warrants (and such shares when issued) are herein referred to as the "“Warrant Shares"”. The Shares, the Warrants and the Warrant Shares are sometimes collectively referred to herein as the "“Securities"”.

Purchase and Sale of Common Stock and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, an aggregate of approximately 3,333,334 up to 3,080,000 shares of Common Stock (the "“Shares"”) at a price per share of $0.90 3.00 (the "“Per Share Purchase Price"”) for an aggregate purchase price of up to $3,000,000 9,240,000 (the "“Purchase Price"”). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "“Securities Act"”), including Regulation D ("“Regulation D"”), and Regulation S promulgated thereunder. and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions, the Purchasers shall be issued (i) Series A Warrants, in substantially the form attached hereto as Exhibit B (the "Series A “Warrants"”), to purchase the number of shares of Common Stock equal to one hundred percent of the number of Shares purchased pursuant to the terms hereof, such amount to be set forth opposite such Purchaser's ’s name on Exhibit A attached hereto. The Warrants shall have an exercise price of equal to $1.25 3.97 per Warrant (as defined in the respective Warrant) share and shall be exercisable as stated thereinimmediately upon issuance. Any shares of Common Stock issuable upon exercise of the Warrants (and such shares when issued) are herein referred to as the "“Warrant Shares"”. The Shares, the Warrants and the Warrant Shares are sometimes collectively referred to herein as the "“Securities"”.

Purchase and Sale of Common Stock and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, an aggregate of approximately 3,333,334 225,000 shares of Common Stock (the "“Shares"”) at a price per share of $0.90 2.00 (the "“Per Share Purchase Price"”) for an aggregate purchase price of $3,000,000 450,000 (the "“Purchase Price"”). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and Regulation S (“Regulation S”) promulgated thereunder. and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions, the Purchasers shall be issued (i) Series A Warrants, in substantially the form attached hereto as Exhibit B (the "Series A Warrants"), to purchase the number of shares of Common Stock equal to one hundred fifty percent of the number of Shares purchased pursuant to the terms hereof, such amount to be set forth opposite such Purchaser's ’s name on Exhibit A attached hereto. The Warrants shall have an exercise price of $1.25 2.50 per Warrant (as defined in the respective Warrant) and shall be exercisable as stated therein. Any shares of Common Stock issuable upon exercise of the Warrants (and such shares when issued) are herein referred to as the "“Warrant Shares"”. The Shares, the Warrants and the Warrant Shares are sometimes collectively referred to herein as the "“Securities"”.

Purchase and Sale of Common Stock and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, an aggregate of approximately 3,333,334 shares of Common Stock (the "Shares") at a price per share of $0.90 1.87 (the "Per Share Purchase Price") for an aggregate purchase price of up to $3,000,000 2,000,000 (the "Purchase Price"). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and Regulation S promulgated thereunder. and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions, each of the Purchasers shall be issued (i) Series A Warrants, in substantially the form attached hereto as Exhibit B (the "Series A Warrants"), (ii) Series B Warrants, in substantially the form attached hereto as Exhibit C (the "Series B Warrants"), and (iii) Series C Warrants, in substantially the form attached hereto as Exhibit D (the "Series C Warrants" and together with the Series A Warrants and the Series B Warrants, the "Warrants"), to purchase the number of shares of Common Stock equal to one hundred percent of the number of Shares purchased pursuant to the terms hereof, such amount to be set forth opposite such Purchaser's name on Exhibit A attached hereto. The Warrants shall have an exercise price of $1.25 per equal to the Warrant Price (as defined in the respective Warrant) and shall be exercisable as stated therein. Any shares of Common Stock issuable upon exercise of the Warrants (and such shares when issued) are herein referred to as the "Warrant Shares". The Shares, the Warrants and the Warrant Shares are sometimes collectively referred to herein as the "Securities".

Purchase and Sale of Common Stock and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, an aggregate of approximately 3,333,334 shares of Common Stock (the "Shares") at a price per share of $0.90 3.32 (the "Per Share Purchase Price") for an aggregate purchase price of up to $3,000,000 2,500,000 (the "Purchase Price"). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and Regulation S promulgated thereunder. and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions, each of the Purchasers shall be issued (i) Series A Warrants, in substantially the form attached hereto as Exhibit B (the "Series A Warrants"), (ii) Series B Warrants, in substantially the form attached hereto as Exhibit C (the "Series B Warrants"), and (iii) Series C Warrants, in substantially the form attached hereto as Exhibit D (the "Series C Warrants" and together with the Series A Warrants and the Series B Warrants, the "Warrants"), to purchase the number of shares of Common Stock equal to one hundred percent of the number of Shares purchased pursuant to the terms hereof, such amount to be set forth opposite such Purchaser's name on Exhibit A attached hereto. The Warrants shall have an exercise price of $1.25 per equal to the Warrant Price (as defined in the respective Warrant) and shall be exercisable as stated therein. Any shares of Common Stock issuable upon exercise of the Warrants (and such shares when issued) are herein referred to as the "Warrant Shares". The Shares, the Warrants and the Warrant Shares are sometimes collectively referred to herein as the "Securities".

Purchase and Sale of Common Stock and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, an aggregate of approximately 3,333,334 shares of Common Stock (the "Shares") at a price per share of $0.90 3.00. The minimum purchase price hereunder shall be no less than $3,000,000 (the "Per Share Minimum Purchase Price") for an ). The aggregate purchase price sold hereunder shall be the sum of the Minimum Purchase Price and the aggregate purchase price of $3,000,000 any Shares sold in excess of the Minimum Purchase Price (the "Purchase Price"). Each Purchaser shall invest a minimum of $100,000 provided that the Company may accept investments of less than $100,000 upon the mutual agreement of the Company and Xxxxxxx Xxxx Partners, LLC, a division of Pali Capital, Inc. The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and Regulation S promulgated thereunder. and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions, the Purchasers each Purchaser shall be issued (i) Series A Warrants, in substantially the form attached hereto as Exhibit B C (the "Series A Warrants"), to purchase the a number of shares of Common Stock equal to one hundred forty percent (40%) of the number of Shares shares of Common Stock purchased by each Purchaser, as set forth opposite such Purchaser's name on Exhibit A hereto. The Warrants shall have an exercise price per share equal to $4.00 and a term of five (5) years as adjusted pursuant to the terms hereof, such amount and provisions of the Warrant. The number of shares of Common Stock issuable upon exercise of the Warrants issuable to be each Purchaser is set forth opposite such Purchaser's name on Exhibit A attached hereto. The Warrants shall have an exercise price of $1.25 per Warrant (as defined in the respective Warrant) and shall be exercisable as stated therein. Any shares of Common Stock issuable upon exercise of the Warrants (and such shares when issued) are herein referred to as the "Warrant Shares". The Shares, the Warrants and the Warrant Shares are sometimes collectively referred to herein as the "Securities".

Purchase and Sale of Common Stock and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, an aggregate of approximately 3,333,334 6,400,000 shares of Common Stock (the "“Shares"”) at a price per share of $0.90 1.25 (the "“Per Share Purchase Price"”) for an aggregate purchase price of $3,000,000 8,000,000 (the "“Purchase Price"”). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "“Securities Act"”), including Regulation D ("“Regulation D"”), and Regulation S promulgated thereunder. and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions, the Purchasers shall be issued (i) Series A Warrants, in substantially the form attached hereto as Exhibit B (the "Series A “Warrants"”), to purchase the number of shares of Common Stock equal to one hundred percent of the number of Shares purchased pursuant to the terms hereof, such amount to be set forth opposite such Purchaser's ’s name on Exhibit A attached hereto. The Warrants shall have an exercise price of equal to $1.25 1.75 per Warrant (as defined in the respective Warrant) share and shall be exercisable as stated thereinon the date that is six months and one day following the Closing Date. Any shares of Common Stock issuable upon exercise of the Warrants (and such shares when issued) are herein referred to as the "“Warrant Shares"”. The Shares, the Warrants and the Warrant Shares are sometimes collectively referred to herein as the "“Securities"”.

Purchase and Sale of Common Stock and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, an aggregate of approximately 3,333,334 shares of Common Stock (the "“Shares"”) at a price per share of $0.90 1.25 (the "“Per Share Purchase Price"”) for an aggregate purchase price of at least Two Million Dollars ($3,000,000 2,000,000) and no more than Three Million Dollars ($3,000,000) (the "“Purchase Price"”); provided, however, that in the event that this offering is oversubscribed, the Company may, in it sole discretion, increase the Purchase Price up to twenty percent (20%). Each Purchaser shall pay the portion of the Purchase Price and shall receive that number of shares set forth opposite its name on Exhibit A hereto. The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "“Securities Act"”), including Regulation D ("“Regulation D"”), and Regulation S promulgated thereunder. and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions, each of the Purchasers shall be issued (i) Series A Warrants, in substantially the form attached hereto as Exhibit B (the "Series A “Warrants"”), to purchase the number of shares of Common Stock equal to one hundred seventy percent (70%) of the number of Shares purchased by each Purchaser pursuant to the terms hereofof this Agreement, such amount to be as set forth opposite such Purchaser's ’s name on Exhibit A attached heretohereto The consideration for the Warrants shall be $0.0001 per Warrant and shall be deemed to be included in the Per Share Purchase Price. The Warrants shall expire five (5) years following the Closing Date at which such Warrants were issued and shall have an initial exercise price of per share equal to $1.25 per Warrant (2.00, subject to appropriate adjustment as defined set forth in the respective WarrantWarrants. Notwithstanding the foregoing, (i) and each Purchaser (including for these purposes its employees and/or any affiliates of either of them) who purchases shares of Common Stock for a purchase price of at least $750,000 shall be exercisable as stated thereinissued Warrants equal to one hundred percent (100%) of the number of Shares purchased by such Purchaser pursuant to the terms of this Agreement, and (ii) each Purchaser (including for these purposes its employees and/or any affiliates of either of them) who purchases shares of Common Stock for a purchase price of at least $1,000,000 shall be issued Warrants equal to one hundred percent (100%) of the number of Shares purchased by such Purchaser pursuant to the terms of this Agreement with an initial exercise price equal to $1.60. Any shares of Common Stock issuable upon exercise of the Warrants (and such shares when issued) are herein referred to as the "“Warrant Shares". .” The Shares, the Warrants and the Warrant Shares are sometimes collectively referred to herein as the "“Securities".”

Purchase and Sale of Common Stock and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the PurchasersInvestors, and the Purchasers Investors shall purchase from the Company, an aggregate of approximately 3,333,334 shares of Common Stock (the "“Shares"”) of common stock, par value $0.001 per share of the Company (“Common Stock”) at a price per share of $0.90 (the "Per Share Purchase Price") 0.085 for an aggregate purchase price of $3,000,000 1,116,000 (the "“Purchase Price"”). Each Investor shall pay the portion of the Purchase Price set forth opposite its name on Exhibit A hereto. The Company and the Purchasers Investors are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and Regulation S promulgated thereunder. pursuant to the Securities Act and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditionsconditions and for no additional consideration, the Purchasers Investors shall be issued (i) Series A Warrants, warrants in substantially the form attached hereto as Exhibit B (the "Series A “Warrants")” and collectively with this Agreement, the “Transaction Documents”) to purchase the such number of shares of Common Stock equal to one hundred percent of the number of Shares purchased pursuant to the terms hereof, such amount to be as is set forth opposite such Purchaser's the name of each Investor on Exhibit A attached hereto. The Warrants shall have an exercise price of $1.25 per Warrant (as defined in the respective Warrant) and shall be exercisable as stated therein. Any shares of Common Stock issuable upon the exercise of the Warrants (and such shares when issued) are herein referred to as the "“Warrant Shares". .” The SharesStock, the Warrants and the Warrant Shares are sometimes collectively referred to herein as the "“Securities".”

Purchase and Sale of Common Stock and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, an aggregate of approximately 3,333,334 Two Million Forty Thousand (2,040,000) shares of Common Stock (the "Shares") at a price per share of $0.90 1.00 (the "Per Share Purchase Price") for an aggregate purchase price of $3,000,000 2,040,000 (the "Purchase Price"). Each Purchaser shall pay the portion of the Purchase Price set forth opposite its name on Exhibit A hereto. The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and Regulation S promulgated thereunder. and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditionsconditions and for no additional consideration, each of the Purchasers shall be issued (i) Series A Warrants, in substantially the form attached hereto as Exhibit B (the "Series A Warrants"), to purchase the number of shares of Common Stock equal to one hundred thirty percent (30%) of the number of Shares purchased by each Purchaser pursuant to the terms hereofof this Agreement, such amount to be as set forth opposite such Purchaser's name on Exhibit A attached hereto. The Warrants shall expire three (3) years from the Closing Date and shall have an exercise price of $1.25 per share equal to the Warrant Price (as defined in the respective Warrant) and shall be exercisable as stated therein). Any shares of Common Stock issuable upon exercise of the Warrants (and such shares when issued) are herein referred to as the "Warrant Shares". The Shares, the Warrants and the Warrant Shares are sometimes collectively referred to herein as the "Securities".

Purchase and Sale of Common Stock and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the PurchasersInvestors, and the Purchasers Investors shall purchase from the Company, an aggregate of approximately 3,333,334 shares of Common Stock (the "“Shares"”) of common stock, par value $0.001 per share of the Company (“Common Stock”) at a price per share of $0.90 (the "Per Share Purchase Price") 0.12 for up to an aggregate purchase price of $3,000,000 1,300,000. Each Investor shall pay the portion of the Initial Purchase Price (as defined in Section 2.3), and upon the "exercise of its right to purchase additional Securities pursuant to Section 2.3 shall pay the portion of the Additional Purchase Price")Price (as defined in Section 2.3) set forth opposite its name on Exhibit A hereto. The Company and the Purchasers Investors are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and Regulation S promulgated thereunder. pursuant to the Securities Act and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditionsconditions and for no additional consideration, the Purchasers Investors shall be issued (i) Series A Warrants, warrants in substantially the form attached hereto as Exhibit B (the "Series A “Warrants")” and collectively with this Agreement, the “Transaction Documents”) to purchase the such number of shares of Common Stock equal to one hundred percent of the number of Shares purchased pursuant to the terms hereof, such amount to be as is set forth opposite such Purchaser's the name of each Investor on Exhibit A attached hereto. The Warrants shall have an exercise price of $1.25 per Warrant (as defined in the respective Warrant) and shall be exercisable as stated therein. Any shares of Common Stock issuable upon the exercise of the Warrants (and such shares when issued) are herein referred to as the "“Warrant Shares". .” The SharesStock, the Warrants and the Warrant Shares are sometimes collectively referred to herein as the "“Securities".”

Purchase and Sale of Common Stock and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, an aggregate of approximately 3,333,334 shares of Common Stock (the "“Shares"”) at a price per share of $0.90 1.00 (the "“Per Share Purchase Price"”) for an aggregate purchase price of Four Million Dollars ($3,000,000 4,000,000) (the "“Purchase Price"”). Each Purchaser shall pay the portion of the Purchase Price set forth opposite its name on Exhibit A hereto. The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "“Securities Act"”), including Regulation D ("“Regulation D"”), and Regulation S promulgated thereunder. and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) In the event that a Purchaser would own in excess of 9.99% of the Common Stock outstanding on a Closing Date (as defined in Section 1.2 below), in lieu of purchasing shares of Common Stock that would cause a Purchaser to exceed the 9.99% threshold set forth above, such Purchaser shall purchase shares of the Company’s Series A Convertible Preferred Stock (the “Series A Preferred Stock”) set forth opposite its name on Exhibit A hereto. This Agreement, including, without limitation, the representations and warranties contained herein, shall apply to the purchase of the Series A Preferred Stock and, accordingly, any reference in this Agreement to “Shares” shall also be deemed to include such shares of the Series A Preferred Stock and any shares of Common Stock issuable upon conversion of such Series A Preferred Stock. (c) Upon the following terms and conditionsconditions and for no additional consideration, each of the Purchasers shall be issued (i) Series A Warrants, in substantially the form attached hereto as Exhibit B (the "Series A “Warrants"”), to purchase the number of shares of Common Stock equal to one hundred sixty percent (60%) of the number of Shares purchased by each Purchaser pursuant to the terms hereofof this Agreement, such amount to be as set forth opposite such Purchaser's ’s name on Exhibit A attached hereto. The Warrants shall expire seven (7) years following the Closing Date and shall have an initial exercise price of per share equal to $1.25 per Warrant (as defined in the respective Warrant) and shall be exercisable as stated therein1.25. Any shares of Common Stock issuable upon exercise of the Warrants (and such shares when issued) are herein referred to as the "“Warrant Shares". .” The Shares, the Warrants and the Warrant Shares are sometimes collectively referred to herein as the "“Securities".”

Purchase and Sale of Common Stock and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, an aggregate of approximately 3,333,334 shares of Common Stock (the "“Shares"”) at a price per share of $0.90 1.25 (the "“Per Share Purchase Price"”) for an aggregate purchase price of at least Five Hundred Thousand Dollars ($3,000,000 500,000) and no more than One Million Dollars ($1,000,000) (the "“Purchase Price"”); provided, however, that in the event that this offering is oversubscribed, the Company may, in it sole discretion, increase the Purchase Price up to twenty percent (20%). Each Purchaser shall pay the portion of the Purchase Price and shall receive that number of shares set forth opposite its name on Exhibit A hereto. The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "“Securities Act"”), including Regulation D ("“Regulation D"”), and Regulation S promulgated thereunder. and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions, each of the Purchasers shall be issued (i) Series A Warrants, in substantially the form attached hereto as Exhibit B (the "Series A “Warrants"”), to purchase the number of shares of Common Stock equal to one hundred seventy percent (70%) of the number of Shares purchased by each Purchaser pursuant to the terms hereofof this Agreement, such amount to be as set forth opposite such Purchaser's ’s name on Exhibit A attached hereto. The consideration for the Warrants shall be $0.0001 per Warrant and shall be deemed to be included in the Per Share Purchase Price. The Warrants shall expire five (5) years following the Closing Date at which such Warrants were issued and shall have an initial exercise price of per share equal to $1.25 per Warrant (2.00, subject to appropriate adjustment as defined set forth in the respective Warrant) and shall be exercisable as stated thereinWarrants. Any shares of Common Stock issuable upon exercise of the Warrants (and such shares when issued) are herein referred to as the "“Warrant Shares". .” The Shares, the Warrants and the Warrant Shares are sometimes collectively referred to herein as the "“Securities".”

Purchase and Sale of Common Stock and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, an aggregate of approximately 3,333,334 shares of Common Stock (the "Shares"”) at a price per share of $0.90 1.50 (the "“Per Share Purchase Price"”) for an aggregate purchase price of up to Five Million Dollars ($3,000,000 5,000,000) (the "“Purchase Price"”); provided, however, that in the event that this offering is oversubscribed, the Company may, in it sole discretion, increase the Purchase Price up to twenty percent (20%). Each Purchaser shall pay the portion of the Purchase Price and shall receive that number of shares set forth opposite its name on Exhibit A hereto. The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "“Securities Act"”), including Regulation D ("“Regulation D"”), and Regulation S promulgated thereunder. and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions, each of the Purchasers shall be issued (i) Series A Warrants, in substantially the form attached hereto as Exhibit B (the "Series A “Warrants"”), to purchase the number of shares of Common Stock equal to one hundred fifty percent (50%) of the number of Shares purchased by each Purchaser pursuant to the terms hereofof this Agreement, such amount to be as set forth opposite such Purchaser's ’s name on Exhibit A attached hereto. The consideration for the Warrants shall be $0.0001 per Warrant and shall be deemed to be included in the Per Share Purchase Price. The Warrants shall expire five (5) years following the Closing Date at which such Warrants were issued and shall have an initial exercise price of per share equal to $1.25 per Warrant (2.25, subject to appropriate adjustment as defined set forth in the respective Warrant) and shall be exercisable as stated thereinWarrants. Any shares of Common Stock issuable upon exercise of the Warrants (and such shares when issued) are herein referred to as the "“Warrant Shares". .” The Shares, the Warrants and the Warrant Shares are sometimes collectively referred to herein as the "“Securities".”