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

Purchase and Sale of Common Stock and Warrants. Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and each Purchaser shall, severally but not jointly, purchase from the Company that number of shares of Common Stock (the “Shares”) and warrants to purchase shares of Common Stock equal to 40% of the number of Shares to be purchased by such Purchaser, in substantially the form attached hereto as Exhibit B (the “Warrants”), in each case, set forth opposite such Purchaser’s name on Exhibit A hereto at a price per Share and related Warrants of $1.00 for an aggregate purchase price to the Company from each Purchasers (the “Purchase Price”) equal to the amount set forth on the signature page hereof and on Exhibit A. 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.

Purchase and Sale of Common Stock and Warrants. Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and each Purchaser shall, severally but not jointly, purchase from the Company that number of shares of Common Stock (the “"Shares”") and warrants to purchase that number of shares of Common Stock equal to 4030% of the number of Shares to be purchased by such Purchaser, in substantially the form attached hereto as Exhibit B (the “"Warrants”"), in each case, set forth opposite such Purchaser’s 's name on Exhibit A hereto at a price per Share and related Warrants of equal to $1.00 2.37 (the "Per Share Purchase Price"), for an aggregate purchase price to the Company from each all Purchasers of $4,099,993.35 (the “"Purchase Price”) equal to the amount set forth on the signature page hereof and on Exhibit A. "). 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.

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 each Purchaser shall, severally but not jointly, the Purchasers shall purchase from the Company that number of Company, shares of Common Stock (the “Shares”) and warrants to purchase shares of Common Stock equal to 40% of the number of Shares to be purchased by such Purchaser, in substantially the form attached hereto as Exhibit B (the “Warrants”), in each case, set forth opposite such Purchaser’s name on Exhibit A hereto at a price per Share and related Warrants share of $1.00 1.25 (the “Per Share Purchase Price”) for an aggregate purchase price to the Company from each Purchasers of at least Two Million Dollars ($2,000,000) and no more than Three Million Dollars ($3,000,000) (the “Purchase Price”) equal ); 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 amount portion of the Purchase Price and shall receive that number of shares set forth on the signature page hereof and opposite its name on Exhibit A. 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/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.

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 each Purchaser shall, severally but not jointly, the Purchasers shall purchase from the Company that number of Company, shares of Common Stock (the “Shares”) and warrants to purchase shares of Common Stock equal to 40% of the number of Shares to be purchased by such Purchaser, in substantially the form attached hereto as Exhibit B (the “Warrants”), in each case, set forth opposite such Purchaser’s name on Exhibit A hereto at a price per Share and related Warrants share of $1.00 1.25 (the “Per Share Purchase Price”) for an aggregate purchase price to the Company from each Purchasers of at least Five Hundred Thousand Dollars ($500,000) and no more than One Million Dollars ($1,000,000) (the “Purchase Price”) equal ); 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 amount portion of the Purchase Price and shall receive that number of shares set forth on the signature page hereof and opposite its name on Exhibit A. 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/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.

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 each Purchaser shall, severally but not jointly, the Purchasers shall purchase from the Company that number of Company, shares of Common Stock (the “"Shares”") and warrants to purchase shares of Common Stock equal to 40% of the number of Shares to be purchased by such Purchaser, in substantially the form attached hereto as Exhibit B (the “Warrants”), in each case, set forth opposite such Purchaser’s name on Exhibit A hereto at a price per Share and related Warrants share of $1.00 for an 3.00. The minimum purchase price hereunder shall be no less than $3,000,000 (the "Minimum Purchase Price"). The aggregate purchase price to sold hereunder shall be the sum of the Minimum Purchase Price and the aggregate purchase price of 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 from each Purchasers (may accept investments of less than $100,000 upon the “Purchase Price”) equal to mutual agreement of the amount set forth on the signature page hereof Company and on Exhibit A. 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/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.