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

Purchase and Sale of Shares and Warrants. (a) Purchaser hereby irrevocably agrees to purchase, and the Company hereby irrevocably agrees to sell to Purchaser 2,136,000 shares of Series B Common Stock, par value $0.0001 per share (“Shares”), of the Company and warrants to purchase 350,000 shares of Series B Common Stock of the Company (“Warrants”). The Warrants will entitle the holder to purchase, on the terms and conditions set forth in the Warrant Agreement governing the Warrant, shares of Series B Common Stock, par value $0.0001 of the Company (“Warrant Shares”) for $5.00 per Warrant Share (the “Warrant Price”), subject to adjustment as provided in the Warrant Agreement a copy of which is attached as Exhibit A (the “Warrant Agreement”). (b) No fractional Shares or fractional Warrants shall be issued. If the sale of the Shares and Warrants would result in the issuance of a fractional Share or fractional Warrant, the fractional portion of the Share or Warrant shall be disregarded and there shall be no reduction in the purchase price of the Shares and Warrants or cash payment in lieu of the disregarded fractional Share or fractional Warrant.