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 29,166,667 shares of Common Stock (the “Shares”) at a price per share of $.12 (the “Per Share Purchase Price”) for an aggregate purchase price of $3,500,000 (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/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 Warrants, in substantially the form attached hereto as Exhibit B (the “Warrants”), to purchase the number of shares of Common Stock set forth opposite such Purchaser’s name on Exhibit A hereto. The Warrants shall have an exercise price equal to $0.12 per share and shall be immediately exercisable.

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 29,166,667 38,000,000 shares of Common Stock (the “"Shares”") at a price per share of $.12 .10 (the “"Per Share Purchase Price”") for an aggregate purchase price of $3,500,000 3,800,000 (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/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 Warrants, in substantially the form attached hereto as Exhibit B B-1 (the “"Warrants”"), to purchase the number of shares of Common Stock set forth opposite such Purchaser’s 's name on Exhibit A hereto. The Warrants shall have an exercise price equal to $0.12 per share and shall be immediately exercisable.

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 29,166,667 approximately 48,333,334 shares of Common Stock (the “Shares”"SHARES") at a price per share of $.12 (the “Per Share Purchase Price”"PER SHARE PURCHASE PRICE") for an aggregate purchase price of up to $3,500,000 5,800,000 (the “Purchase Price”"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”"SECURITIES ACT"), including Regulation D (“Regulation "REGULATION D”"), 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 Warrants, in substantially the form attached hereto as Exhibit EXHIBIT B (the “Warrants”"WARRANTS"), to purchase the number of shares of Common Stock set forth opposite such Purchaser’s 's name on Exhibit EXHIBIT A hereto. The Warrants shall expire five (5) years from the Closing Date and shall have an exercise price per share equal to $0.12 per share and shall be immediately exercisable.