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

Purchase and Sale of Preferred Stock and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers and each of the Purchasers shall purchase from the Company, the number of shares of the Company's Series B Convertible Preferred Stock, par value $.001 per share (the "Preferred Shares"), at a purchase price of $50,000 per share, set forth opposite such Purchaser's name on Exhibit A hereto. The aggregate purchase price for the Preferred Shares and the Warrants shall be up to $4,000,000. The designation, rights, preferences and other terms and provisions of the Series B Convertible Preferred Stock are set forth in the Certificate of Designation of the Relative Rights and Preferences of the Series B Convertible Preferred Stock attached hereto as Exhibit B (the "Certificate of Designation"). 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 Rule 506 of Regulation D ("Regulation D") as promulgated by the United States Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act") or Section 4(2) of the Securities Act. (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 C (the "Series A Warrants"), to purchase the number of shares of the Company's Common Stock, par value $.001 per share (the "Common Stock") equal to one hundred percent (100%) of the number of shares of Common Stock issuable upon conversion of the Preferred Shares purchased pursuant to the terms hereof, such amount to be set forth opposite such Purchaser's name on Exhibit A hereto, and (ii) Series B Warrants, in substantially the form attached hereto as Exhibit D (the "Series B Warrants" and together with the Series A Warrants, the "Warrants"), to purchase the number of shares of Common Stock equal to fifty percent (50%) of the number of shares of Common Stock issuable upon conversion of the Preferred 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 equal to the Warrant Price (as defined in the respective Warrant) and shall be exercisable as stated therein. The Warrants shall expire five (5) years from the Closing Date, as defined below.

Purchase and Sale of Preferred Stock and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers and each of the Purchasers shall purchase from the Company, the number of shares of the Company's ’s Series B C Convertible Preferred Stock, par value $.001 per share (the "“Preferred Shares"”), at a purchase price of $50,000 1,000 per share, set forth opposite such Purchaser's ’s name on Exhibit A hereto, convertible into shares of the Company’s common stock, par value $.001 per share (the “Common Stock”). The aggregate purchase price for the Preferred Shares and the Warrants shall be up to $4,000,0005,000,000. The designation, rights, preferences and other terms and provisions of the Series B C Convertible Preferred Stock are set forth in the Certificate of Designation of the Relative Rights and Preferences of the Series B C Convertible Preferred Stock attached hereto as Exhibit B (the "“Certificate of Designation"”). 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 Rule 506 of Regulation D ("“Regulation D"”) as promulgated by the United States Securities and Exchange Commission (the "“Commission"”) under the Securities Act of 1933, as amended (the "“Securities Act"”) or Section 4(2) of the Securities Act. (b) Upon the following terms and conditions, each of the Purchasers shall be issued (i) Series A C Warrants, in substantially the form attached hereto as Exhibit C (the "Series A “Warrants"”), to purchase the number of shares of the Company's Common Stock, par value $.001 per share (the "Common Stock") equal to one hundred percent (100%) of the number of shares of Common Stock issuable upon conversion of the Preferred Shares purchased pursuant to the terms hereof, such amount to be set forth opposite such Purchaser's name on Exhibit A hereto, and (ii) Series B Warrants, in substantially the form attached hereto as Exhibit D (the "Series B Warrants" and together with the Series A Warrants, the "Warrants"), to purchase the a number of shares of Common Stock equal to fifty percent (50%) of the number of shares of Common Stock Conversion Shares issuable upon conversion of the Preferred Shares purchased pursuant to the terms hereofby each Purchaser, such amount to be as set forth opposite such Purchaser's ’s name on Exhibit A attached hereto. The Warrants shall have an exercise price equal to the Warrant Price (as defined in the respective Warrant) per share of $1.60 and shall be exercisable as stated therein. The Warrants shall expire for five (5) years from following the Closing Date, as defined belowdate of issuance.

Purchase and Sale of Preferred Stock and Warrants. 1.1 Sale and Issuance of Class A Convertible Senior Preferred Stock and ------------------------------------------------------------------- Warrants. -------- (a) Upon Subject to the following terms and conditionsconditions set forth herein, on the Company shall issue and sell Closing Date (as defined), each Purchaser severally agrees to the Purchasers and each of the Purchasers shall purchase from the Company, and the number of shares of Company agrees to issue and sell to such Purchaser in the Company's Series B Convertible Preferred Stock, par value $.001 per share (amounts and for the "Preferred Shares"), at a purchase price of $50,000 per share, as set forth opposite such Purchaser's name on Exhibit Schedule 1 attached hereto (i) shares of the Company's Class A hereto. The aggregate purchase price for Convertible ----------- Senior Preferred Stock, par value $0.01 per share (the "Class A Preferred Shares and Shares"), having the Warrants shall be up to $4,000,000. The designation, rights, privileges and preferences and other terms and provisions of the Series B Convertible Preferred Stock are set forth in the Certificate of Designation Designations attached hereto as Exhibit A (the "Certificate"), --------- and (ii) warrants to purchase an aggregate of 10,714,286 shares (as such number may be adjusted as provided herein) of the Relative Rights Company's Common Stock at an exercise price of $1.625 per share (as such price per share may be adjusted as provided herein) (the "Warrants"), which Warrants shall be subject to the terms and Preferences of conditions set forth in one or more Warrant Agreements in substantially the Series B Convertible Preferred Stock form attached hereto as Exhibit B (the "Certificate of DesignationWarrant 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 Rule 506 of Regulation D ("Regulation D") as promulgated by the United States Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act") or Section 4(2) of the Securities Act.---------- (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 C (the "Series A Warrants"), to purchase The parties agree that the number of shares of the Company's Common Stock, par value $.001 per share (the "Common Stock") equal to one hundred percent (100%) of the number of shares of Common Stock issuable upon conversion of the Class A Preferred Shares purchased pursuant to the terms hereof, such amount to be set forth opposite such Purchaser's name on Exhibit A hereto, and Warrants (ii) Series B Warrants, in substantially the form attached hereto as Exhibit D (the "Series B Warrants" and together with the Series A Warrantstogether, the "WarrantsSecurities"), ) to purchase be issued by the number of shares of Common Stock equal to fifty percent (50%) of the number of shares of Common Stock issuable upon conversion of the Preferred Shares purchased pursuant Company to the terms hereof, such amount to be set forth opposite such Purchaser's name Purchasers on Exhibit A attached hereto. The Warrants shall have an exercise price equal to the Warrant Price (as defined in the respective Warrant) and shall be exercisable as stated therein. The Warrants shall expire five (5) years from the Closing Date, and the exercise price of the Warrants, shall be equitably adjusted, subject to the agreement of each party, to reflect any spin-off, split-up, reclassification, combination of shares, recapitalization or similar corporate reorganization, or any consolidation or merger under which the surviving entity is or becomes the "Company" as defined belowin this Agreement, in any such case which occurs between the effective date of this Agreement and the Closing Date.