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

Purchase and Sale of Preferred Stock and Warrants. Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall, severally and not jointly, purchase from the Company, an aggregate of 6,900,000 shares of Preferred Stock (the "SHARES") and warrants to purchase an aggregate of 121,954,050 shares of Common Stock, in substantially the form attached hereto as EXHIBIT B (the "WARRANTS"). The Shares and the Warrants shall be sold as units consisting of two shares of Preferred Stock and one Warrant at a price per unit of $8.00, for an aggregate purchase price of $27,600,000 (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. The Preferred Stock shall have such powers, preferences and rights, and the qualifications, limitations or restrictions thereof, as set forth in the Certificate of Designation of Rights and Preferences of Series A Preferred Stock attached hereto as EXHIBIT D (the "CERTIFICATE OF DESIGNATIONS"), subject to the applicable terms and conditions of this Agreement and the Registration Rights Agreement (as defined below).

Purchase and Sale of Preferred Stock and Warrants. Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall, severally and not jointly, shall purchase from the Company, an aggregate of 6,900,000 30,000 shares of Preferred Stock (the "SHARESShares") at a price per share of $100 for an aggregate purchase price of $3,000,000 (the "Purchase Price"), and warrants to purchase an aggregate of 121,954,050 shares of Common Stock, in substantially the form attached hereto as EXHIBIT Exhibit B (the "WARRANTS"). The Shares and the Warrants shall be sold as units consisting of two shares of Preferred Stock and one Warrant at a price per unit of $8.00, for an aggregate purchase price of $27,600,000 (the "PURCHASE PRICEWarrants"). 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 ACTSecurities 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. The Preferred Stock shall have such powers, preferences and rights, and the qualifications, limitations or restrictions thereof, as set forth in the Certificate of Designation of Rights and Preferences of Series A 8% Convertible Preferred Stock attached hereto as EXHIBIT D (the "CERTIFICATE OF DESIGNATIONS")Exhibit D, subject to the applicable terms and conditions of this Agreement and the Registration Rights Agreement (as defined below).

Purchase and Sale of Preferred Stock and Warrants. Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall, severally and not jointly, shall purchase from the Company, an aggregate of 6,900,000 shares of its Preferred Stock (the "SHARESShares") at a price per share equal to $100,000 (the "Stated Value") for an aggregate purchase price of up to $10,000,000 (the "Purchase Price"), and warrants to purchase an aggregate of 121,954,050 shares of Common Stock, in substantially the form attached hereto as EXHIBIT Exhibit B (the "WARRANTSWarrants"). The Shares and the Warrants Preferred Stock shall be sold as units consisting convertible into a number of two fully paid and nonassessable shares of the Company's Common Stock equal to the quotient of (i) the Stated Value of the shares of Series C Preferred Stock and one Warrant at a price per unit of being converted divided by (ii) $8.00, for an aggregate purchase price of $27,600,000 4.25 (the "PURCHASE PRICEFixed Conversion 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 ACTSecurities 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. The Preferred Stock shall have such powers, preferences and rights, and the qualifications, limitations or restrictions thereof, as set forth in the Certificate of Designation of Rights and Preferences of Series A C Preferred Stock attached hereto as EXHIBIT Exhibit D (the "CERTIFICATE OF DESIGNATIONSCertificate of Designation"), subject to the applicable terms and conditions of this Agreement and the Registration Rights Agreement (as defined below).

Purchase and Sale of Preferred Stock and Warrants. Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers each Purchaser shall, severally and but not jointly, purchase from the Company, an aggregate of 6,900,000 shares of Preferred Stock (the "SHARES"“Shares”) and warrants to purchase an aggregate of 121,954,050 shares of Common StockStock (the “Warrants”), in substantially the form attached hereto each case, as EXHIBIT B (the "WARRANTS"). The Shares and the Warrants shall be sold as units consisting of two shares of Preferred Stock and one Warrant at a price per unit of $8.00set forth opposite each such Purchaser’s name on Exhibit A hereto, for an aggregate purchase price to the Company from all Purchasers of $27,600,000 2,575,000 (the "PURCHASE PRICE"“Purchase Price”), on the Closing Date (as defined in Section 1.2), 792,306 Shares, and 396,155 Warrants. The Company is issuing the Shares and the Purchasers are executing and delivering this Agreement Warrants 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. The Preferred Stock shall have such powers, preferences will be issued pursuant to the terms of a Certificate of Designations in the form of Exhibit D attached hereto and rightsto be filed with the Secretary of State of Delaware (the “Certificate of Designations”), and will be convertible into shares of Common Stock (collectively, the qualifications, limitations or restrictions thereof, as set forth “Conversion Shares”) in accordance with the Certificate of Designation of Rights and Preferences of Series A Preferred Stock attached hereto as EXHIBIT D (the "CERTIFICATE OF DESIGNATIONS"), subject to the applicable terms and conditions of this Agreement and the Registration Rights Agreement (as defined below)Designations.

Purchase and Sale of Preferred Stock and Warrants. Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall, severally and not jointly, shall purchase from the Company, an aggregate of 6,900,000 1,750,000 shares of Preferred Stock (the "SHARESShares") at a price per share of $2.00 for an aggregate purchase price of $3,500,000 (the "Purchase Price"), and warrants to purchase an aggregate of 121,954,050 shares of Common Stock, in substantially the form attached hereto as EXHIBIT Exhibit B (the "WARRANTS"). The Shares and the Warrants shall be sold as units consisting of two shares of Preferred Stock and one Warrant at a price per unit of $8.00, for an aggregate purchase price of $27,600,000 (the "PURCHASE PRICEWarrants"). 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 ACTSecurities 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. The Preferred Stock shall have such powers, preferences and rights, and the qualifications, limitations or restrictions thereof, as set forth in the Certificate of Designation of Rights and Preferences of Series A Preferred Stock attached hereto as EXHIBIT D (the "CERTIFICATE OF DESIGNATIONS")Exhibit D, subject to the applicable terms and conditions of this Agreement and the Registration Rights Agreement (as defined below).