Common use of Purchase and Sale of Stock Clause in Contracts

Purchase and Sale of Stock. 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, Units (the “Units”), each consisting of one share of the Company’s Series A Convertible Preferred Stock, par value $0.001 per share (the “Preferred Shares”), convertible into one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”) and a Warrant (as defined below) to purchase the number of shares of Common Stock equal to fifty percent (50%) of the Preferred Shares purchased by each Purchaser pursuant to the terms of this Agreement, as set forth opposite such Purchaser’s name on Exhibit A hereto, as applicable. The designation, rights, preferences and other terms and provisions of the Series A Convertible Preferred Stock are set forth in the Series A Certificate of Designation of the Relative Rights and Preferences of the Series A Convertible Preferred Stock attached hereto as Exhibit F (the “Series A 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.

Purchase and Sale of Stock. 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, Units (the “Units”), each consisting of one share 6,668,230 shares of the Company’s 's Series A Convertible Preferred Stock, par value $0.001 0.01 per share (the “"Preferred Shares”)") for an aggregate purchase price of $13,000,000, convertible into one share shares of the Company’s 's common stock, par value $0.001 0.01 per share (the “"Common Stock”) and a Warrant (as defined below) to purchase "), in the number of shares of Common Stock equal to fifty percent (50%) of the Preferred Shares purchased by each Purchaser pursuant to the terms of this Agreement, as amounts set forth opposite such Purchaser’s 's name on Exhibit A hereto, as applicable. The designation, rights, preferences and other terms and provisions of the Series A Convertible Preferred Stock are set forth in the Series A Certificate of Designation of the Relative Rights and Preferences of the Series A Convertible Preferred Stock attached hereto as Exhibit F B (the “Series A "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.

Purchase and Sale of Stock. Upon the following terms 1.1 Sale and conditions, the Issuance of Series B Preferred Stock. (a) The Company shall issue adopt and sell to file with the Purchasers and each Secretary of State of the Purchasers shall purchase from State of Delaware on or before the Company, Units (the “Units”), each consisting of one share of the Company’s Series A Convertible Preferred Stock, par value $0.001 per share (the “Preferred Shares”), convertible into one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”) and a Warrant Closing (as defined below) the Amended and Restated Certificate of Incorporation (including the Certificates of Designation thereto) in the form attached hereto as Exhibit A (the "Restated Certificate"). (b) On or prior to the Closing (as defined below), the Company shall have authorized (i) the sale and issuance to the Investors of the Series B Preferred Stock, (ii) the issuance of the shares of Common Stock to be issued upon conversion of the Series B Preferred Stock (the "Conversion Shares") and (iii) the issuance of the warrants to be issued to the Investors, the forms of which are attached hereto as Exhibits B-1 and B-2 (together, the "Cisco Warrants"). The Series B Preferred Stock and the Conversion Shares shall have the rights, preferences, privileges and restrictions set forth in the Restated Certificate. (c) Upon the terms and subject to the conditions of this Agreement, each Investor agrees, severally, to purchase at the Closing and the Company agrees to sell and issue to each Investor at the Closing, that number of shares of Common the Company's Series B Preferred Stock equal to fifty percent (50%) of the Preferred Shares purchased by each Purchaser pursuant to the terms of this Agreement, as set forth opposite such Purchaser’s Investor's name on Exhibit A hereto, as applicable. The designation, rights, preferences and other terms and provisions of Schedule I hereto for the Series A Convertible Preferred Stock are purchase price set forth in the Series A Certificate of Designation of the Relative Rights and Preferences of the Series A Convertible Preferred Stock attached hereto as Exhibit F (the “Series A 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 Actthereon.

Purchase and Sale of Stock. 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, Units (the “Units”), each consisting number of one share shares of the Company’s 's Series A Convertible Preferred Stock, $.001 par value $0.001 per share (the “"Preferred Shares”"), convertible into one share at a purchase price of the Company’s common stockOne Thousand Dollars ($1,000) per share, par value $0.001 per share (the “Common Stock”) and a Warrant (as defined below) to purchase the number of shares of Common Stock equal to fifty percent (50%) of the Preferred Shares purchased by each Purchaser pursuant to the terms of this Agreement, as set forth opposite with respect to such Purchaser’s name Purchaser on Exhibit A hereto. Upon the following terms and conditions, the Purchasers shall be issued Warrants, in substantially the form attached hereto as applicableExhibit B (the "Warrants"), to purchase the Company's Common Stock, $.001 par value (the "Common Stock"). The aggregate purchase price for the Preferred Shares and the Warrants shall be One Million Five Hundred Thousand Dollars ($1,500,000). The designation, rights, preferences and other terms and provisions of the Series A Convertible Preferred Stock are set forth in the Series A Certificate of Designation of the Relative Rights and Preferences of the Series A Convertible Preferred Stock attached hereto as Exhibit F C (the “Series A "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.

Purchase and Sale of Stock. 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, Units (the “Units”), each consisting number of one share shares of the Company’s 's Series A D Convertible Preferred Stock, par value $0.001 0.01 per share and stated value of $9.60 per share (the “"Preferred Shares”"), each Preferred Share initially convertible into one share shares of the Company’s 's common stock, par value $0.001 0.01 per share (the “"Common Stock”") and a Warrant at the Conversion Price (as defined in the Certificate of Designation (as defined below) )), which shall initially be $0.60, subject to purchase adjustment as set forth therein, in the number of shares of Common Stock equal to fifty percent (50%) of the Preferred Shares purchased by each Purchaser pursuant to the terms of this Agreement, as amounts set forth opposite such Purchaser’s 's name on Exhibit A hereto, as applicable. The designation, rights, preferences and other terms and provisions of the Series A D Convertible Preferred Stock are set forth in the Series A Certificate of Designation of the Relative Rights and Preferences of the Series A D Convertible Preferred Stock attached hereto as Exhibit F B (the “Series A "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.

Purchase and Sale of Stock. 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, Units (the “Units”), each consisting number of one share shares of the Company’s 's Series A K Convertible Preferred Stock, par value $0.001 .001 per share (the “"Preferred Shares”"), convertible into one share at a purchase price of $10,000 per share, set forth with respect to such Purchaser on Exhibit A hereto. 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 Company’s common stock's Common Stock, par value $0.001 .001 per share (the “"Common Stock”") and a Warrant (as defined below) to The aggregate purchase the number of shares of Common Stock equal to fifty percent (50%) of price for the Preferred Shares purchased and the Warrants shall be $2,000,000 which may be funded in two or more tranches as agreed upon by each Purchaser pursuant to the terms of this Agreement, as set forth opposite such Purchaser’s name on Exhibit A hereto, as applicableCompany and the Purchasers. The designation, rights, preferences and other terms and provisions of the Series A K Convertible Preferred Stock are set forth in the Series A Certificate of Designation of the Relative Rights and Preferences of the Series A K Convertible Preferred Stock attached hereto as Exhibit F C (the “Series A "Certificate of Designation”Designations"). 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.

Purchase and Sale of Stock. Upon the following terms and -------------------------- conditions, the Company shall issue and sell to the Purchasers each Purchaser and each of the Purchasers Purchaser shall purchase from the Company, Units (the “Units”), each consisting number of one share shares of the Company’s 's Series A E Convertible Preferred Stock, par value $0.001 .01 per share (the “"Preferred --------- Shares”"), convertible into one share at a purchase price of the Company’s common stock$1,000 per share, par value $0.001 per share (the “Common Stock”) and a Warrant (as defined below) to purchase the number of shares of Common Stock equal to fifty percent (50%) of the Preferred Shares purchased by each Purchaser pursuant to the terms of this Agreement, as set forth opposite such ------ Purchaser’s 's name on Exhibit A hereto. Upon the following terms and conditions, each Purchaser shall be issued a Warrant, in substantially the form attached hereto as applicableExhibit B (each, a "Warrant" and collectively, the "Warrants"), to ------- purchase the Company's Common Stock, par value $.001 per share (the "Common ------ Stock"). The designation, rights, preferences and other terms and provisions of ----- the Series A E Convertible Preferred Stock are set forth in the Series A Certificate of Designation of the Relative Rights and Preferences of the Series A Convertible Preferred Stock attached hereto as Exhibit F C (the “Series A "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."). --------------

Purchase and Sale of Stock. 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, Units (the “Units”), each consisting number of one share shares of the Company’s 's Series A Convertible Preferred Stock, par value $0.001 .0001 per share (the “"Preferred Shares”"), convertible into one share at a purchase price of $2,700 per share, set forth opposite such Purchaser's name on Exhibit A hereto. Upon the following terms and conditions, each of the Company’s common stockPurchasers shall be issued Series A Warrants, par value $0.001 per share in substantially the form attached hereto as Exhibit B (the “Common Stock”) and a Warrant (as defined below) "Warrants"), to purchase the number of shares of the Company's common stock, par value $.0001 per share (the "Common Stock equal to fifty percent (50%Stock") of the Preferred Shares purchased by each Purchaser pursuant to the terms of this Agreement, as set forth opposite such Purchaser’s 's name on Exhibit A hereto, as applicable. The aggregate purchase price for the Preferred Shares and the Warrants shall be $11,834,000. The designation, rights, preferences and other terms and provisions of the Series A Convertible Preferred Stock are set forth in the Series A Certificate of Designation of the Relative Rights and Preferences of the Series A Convertible Preferred Stock attached hereto as Exhibit F C (the “Series A "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.)

Purchase and Sale of Stock. 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, Units (the “Units”), each consisting of one share of the Company’s Series A Convertible Preferred Stock, par value $0.001 per share (the “Preferred Shares”), convertible into one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”) and a Series A Warrant (as defined below) to purchase the number of shares of Common Stock equal to fifty forty percent (5040%) of the Preferred Shares purchased by each Purchaser pursuant to the terms of this Agreement, as set forth opposite such Purchaser’s name on Exhibit A hereto, as applicable. The designation, rights, preferences and other terms and provisions of the Series A Convertible Preferred Stock are set forth in the Series A Certificate of Designation of the Relative Rights and Preferences of the Series A Convertible Preferred Stock attached hereto as Exhibit F (the “Series A 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.

Purchase and Sale of Stock. 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, Units (the “Units”), each consisting number of one share shares of the Company’s 's Series A B Convertible Preferred Stock, par value $0.001 .01 per share (the “"Preferred Shares”"), convertible into one share at a purchase price of $3,000 per share, set forth opposite such Purchaser's name on Exhibit A hereto. Upon the following terms and conditions, each of the Company’s common stockPurchasers shall be issued Series B Warrants, par value $0.001 per share in substantially the form attached hereto as Exhibit B (the “Common Stock”) and a Warrant (as defined below) "Warrants"), to purchase the number of shares of the Company's common stock, par value $.0001 per share (the "Common Stock equal to fifty percent (50%Stock") of the Preferred Shares purchased by each Purchaser pursuant to the terms of this Agreement, as set forth opposite such Purchaser’s 's name on Exhibit A hereto, as applicable. The aggregate purchase price for the Preferred Shares and the Warrants shall be $1,000,000. The designation, rights, preferences and other terms and provisions of the Series A B Convertible Preferred Stock are set forth in the Series A Certificate of Designation of the Relative Rights and Preferences of the Series A B Convertible Preferred Stock attached hereto as Exhibit F C (the “Series A "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.)

Purchase and Sale of Stock. 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, Units (the “Units”), each consisting number of one share shares of the Company’s Series A Convertible Preferred Stock, par value $0.001 .001 per share (the “Preferred Shares”), convertible into one share set forth opposite such Purchaser’s name on Exhibit A hereto and Warrants (as defined in Section 1.4 hereof) to purchase the number of shares of the Company’s common stock, par value $0.001 .001 per share (the “Common Stock”) and a Warrant (as defined below) to purchase the number of shares of Common Stock equal to fifty percent (50%) of the Preferred Shares purchased by each Purchaser pursuant to the terms of this Agreement, as set forth opposite such Purchaser’s name on Exhibit A hereto, . The aggregate purchase price for the Preferred Shares and the Warrants (as applicabledefined in Section 1.4 hereof) shall be $4,500,000. The designation, rights, preferences and other terms and provisions of the Series A Convertible Preferred Stock are as set forth in the Series A Certificate of Designation of the Relative Rights and Preferences of the Series A Convertible Preferred Stock attached hereto as Exhibit F B (the “Series A Certificate of Designation”)) which shall be filed prior to Closing. The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon (i) the exemption from securities registration of the Securities under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”) 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 by Section 4(2) of the Securities Act, and (ii) all applicable state securities laws and regulations in the several states where Preferred Shares are sold by the Company.

Purchase and Sale of Stock. 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, Units (the “Units”), each consisting of one share of the Company’s Series A Senior Convertible Preferred Stock, par value $0.001 per share (the “Preferred Shares”), convertible into one share of the Company’s common stock, par value $0.001 0.0001 per share (the “Common Stock”) and a one Series A Warrant (as defined below) to purchase Common Stock, in the number of shares of Common Stock equal to fifty percent (50%) of the Preferred Shares purchased by each Purchaser pursuant to the terms of this Agreement, as amounts set forth opposite such Purchaser’s name on Exhibit A hereto, as applicable. The designation, rights, preferences and other terms and provisions of the Series A Senior Convertible Preferred Stock are set forth in the Series A Certificate of Designation of the Relative Rights and Preferences of the Series A Senior Convertible Preferred Stock attached hereto as Exhibit F B (the “Series A 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.

Purchase and Sale of Stock. 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, Units (the “Units”), each consisting number of one share shares of the Company’s Series A B Convertible Preferred Stock, par value $0.001 .01 per share (the “Preferred Shares”), convertible into one share at a purchase price of the Company’s common stock$5,000 per share, par value $0.001 per share (the “Common Stock”) and a Warrant (as defined below) to purchase the number of shares of Common Stock equal to fifty percent (50%) of the Preferred Shares purchased by each Purchaser pursuant to the terms of this Agreement, as set forth opposite such Purchaser’s name on Exhibit A hereto. Upon the following terms and conditions, each of the Purchasers shall be issued Warrants, in substantially the form attached hereto as applicableExhibit B (the “Warrants”), to purchase the number of shares of the Company’s Common Stock, par value $.01 per share (the “Common Stock”) 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 $8,000,000. The designation, rights, preferences and other terms and provisions of the Series A B Convertible Preferred Stock are set forth in the Series A Certificate of Designation of the Relative Rights and Preferences of the Series A B Convertible Preferred Stock attached hereto as Exhibit F C (the “Series A 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.

Purchase and Sale of Stock. 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, Units (the “Units”), each consisting number of one share shares of the Company’s 's Series A D Convertible Preferred Stock, par value $0.001 .001 per share (the “"Preferred Shares”"), convertible into one share at a purchase price of $12,000 per share, set forth with respect to such Purchaser on Exhibit A hereto. 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 Company’s common stock's Common Stock, par value $0.001 .001 per share (the “"Common Stock”) and a Warrant (as defined below) to "). The aggregate purchase the number of shares of Common Stock equal to fifty percent (50%) of price for the Preferred Shares purchased by each Purchaser pursuant to and the terms of this Agreement, as set forth opposite such Purchaser’s name on Exhibit A hereto, as applicableWarrants shall be $___________. The designation, rights, preferences and other terms and provisions of the Series A D Convertible Preferred Stock are set forth in the Series A Certificate of Designation of the Relative Rights and Preferences of the Series A D Convertible Preferred Stock attached hereto as Exhibit F C (the “Series A "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.)

Purchase and Sale of Stock. Upon the following terms and conditions, the Company shall issue and sell to the Purchasers and each of the Purchasers shall shall, severally but not jointly, purchase from the Company, Units units (the “Units”), each Unit consisting of one (1) share of the Company’s Series A C Convertible Preferred Stock, par value $0.001 0.0001 per share (the “Preferred SharesShare”), which is convertible into one share shares of the Company’s common stockStock, par value $0.001 0.0001 per share (the “Common Stock”) ), and a Warrant (as defined below) to purchase the number of shares of Common Stock equal to fifty percent Purchase Warrants (50%) of the Preferred Shares purchased by each Purchaser pursuant to the terms of this Agreement“Warrant”), as set forth opposite with respect to such Purchaser’s name Purchaser on Exhibit A hereto, as applicable. The minimum aggregate purchase price for the Units shall be $1.5 million and the maximum aggregate purchase price for the Units shall be $3.0 million. The designation, rights, preferences and other terms and provisions of the Series A Convertible Preferred Stock Shares are set forth in the Series A Certificate of Designation of the Relative Rights and Preferences of the Series A C Convertible Preferred Stock attached hereto as Exhibit F C-1 (the “Series A 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.

Purchase and Sale of Stock. 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, Units (the “Units”), each consisting of one share shares of the Company’s 's Series A B Convertible Preferred Stock, par value $0.001 .001 per share (the “"Preferred Shares”"), convertible into and one share of callable and one non-callable Warrant A, Warrant B, Warrant C and Warrant D (singularly a "Warrant" and together, the "Warrants"), each in substantially the form attached hereto as Exhibit B, to purchase the Company’s common stock's Common Stock, par value $0.001 .001 per share (the “"Common Stock”) and a Warrant (as defined below) to purchase the number of shares of Common Stock equal to fifty percent (50%) of the "). The Preferred Shares purchased and the Warrants shall be funded in two tranches as agreed upon by each Purchaser pursuant to the terms of this Agreement, as set forth opposite such Purchaser’s name on Exhibit A hereto, as applicableCompany and the Purchasers. The designation, rights, preferences and other terms and provisions of the Series A B Convertible Preferred Stock are set forth in the Series A Certificate of Designation of the Relative Rights and Preferences of the Series A B Convertible Preferred Stock attached hereto as Exhibit F C (the “Series A "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.

Purchase and Sale of Stock. 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, Units (the “Units”), each consisting number of one share shares of the Company’s 's Series A D Convertible Preferred Stock, par value $0.001 .001 per share (the “"Preferred Shares”"), convertible into one share at a purchase price of $12,000 per share, set forth with respect to such Purchaser on Exhibit A hereto. 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 Company’s common stock's Common Stock, par value $0.001 .001 per share (the “"Common Stock”) and a Warrant (as defined below) to "). The aggregate purchase the number of shares of Common Stock equal to fifty percent (50%) of price for the Preferred Shares purchased by each Purchaser pursuant to and the terms of this Agreement, as set forth opposite such Purchaser’s name on Exhibit A hereto, as applicableWarrants shall be $1,770,000. The designation, rights, preferences and other terms and provisions of the Series A D Convertible Preferred Stock are set forth in the Series A Certificate of Designation of the Relative Rights and Preferences of the Series A D Convertible Preferred Stock attached hereto as Exhibit F C (the “Series A "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.

Purchase and Sale of Stock. 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, Units (the “Units”), each consisting number of one share shares of the Company’s 's Series A L Convertible Preferred Stock, par value $0.001 .001 per share (the “"Preferred Shares”"), convertible into one share at a purchase price of $10,000 per share, set forth with respect to such Purchaser on Exhibit A hereto. 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 Company’s common stock's Common Stock, par value $0.001 .001 per share (the “"Common Stock”") and a Warrant (as defined below) to The aggregate purchase the number of shares of Common Stock equal to fifty percent (50%) of price for the Preferred Shares purchased and the Warrants shall be $2,000,000 which may be funded in one or more tranches as agreed upon by each Purchaser pursuant to the terms of this Agreement, as set forth opposite such Purchaser’s name on Exhibit A hereto, as applicableCompany and the Purchasers. The designation, rights, preferences and other terms and provisions of the Series A L Convertible Preferred Stock are set forth in the Series A Certificate of Designation of the Relative Rights and Preferences of the Series A L Convertible Preferred Stock attached hereto as Exhibit F C (the “Series A "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.

Purchase and Sale of Stock. 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, Units (the “Units”), each consisting number of one share shares of the Company’s 's Series A D Convertible Preferred Stock, par value $0.001 .01 per share (the “"Preferred Shares”"), convertible into one share at a purchase price of $1,000 per share, set forth with ----------------- respect to such Purchaser on Exhibit A hereto. 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 Company’s common stock's Common -------- Stock, par value $0.001 .001 per share (the “"Common Stock”) and a Warrant (as defined below) to purchase the number of shares of Common Stock equal to fifty percent (50%) of the Preferred Shares purchased by each Purchaser pursuant to the terms of this Agreement, as set forth opposite such Purchaser’s name on Exhibit A hereto, as applicable"). The designation, rights, ------------ preferences and other terms and provisions of the Series A D Convertible Preferred Stock are set forth in the Series A Certificate of Designation of the Relative Rights and Preferences of the Series A Convertible Preferred Stock Designations attached hereto as Exhibit F C (the “Series A "Certificate of Designation”Designations"). 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."). --------------

Purchase and Sale of Stock. 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, Units (the “Units”), each consisting of one share of the Company’s Series A Convertible Preferred Stock, par value $0.001 0.0001 per share (the “Preferred Shares”), convertible into one share of the Company’s common stock, par value $0.001 0.0001 per share (the “Common Stock”) and a Series A Warrant (as defined below) to purchase the number of shares of Common Stock equal to fifty twenty two percent (5022%) of the Preferred Shares purchased by each Purchaser pursuant to the terms of this Agreement, as set forth opposite such Purchaser’s name on Exhibit A hereto, as applicable. The designation, rights, preferences and other terms and provisions of the Series A Convertible Preferred Stock are set forth in the Series A Certificate of Designation of the Relative Rights and Preferences of the Series A Convertible Preferred Stock attached hereto as Exhibit F (the “Series A 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.

Purchase and Sale of Stock. Upon the following terms and conditions, the Company shall issue and sell to at the Purchasers and each of the Purchasers shall purchase from the Company, Units Closing (the “Units”as defined below), each consisting and the Purchasers, severally and not jointly, agree to purchase at the Closing, an aggregate of one share up to $5,530,004 of shares of the Company’s Series A I Convertible Preferred Stock, par value $0.001 per share (the “Preferred SharesStock”), convertible into one share with an aggregate number of shares of Preferred Stock for each Purchaser equal to that number of shares as is set forth on each such Purchaser’s signature page hereto (collectively, the “Shares”) and 5-year warrants (the “Warrants”) to a purchase a number of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) and as provided in Section 1.03 below, at a Warrant (as defined below) to purchase the number of shares of Common Stock price per Share equal to fifty percent (50%) of the Preferred Shares purchased by each Purchaser pursuant to the terms of this Agreement, as set forth opposite such Purchaser’s name on Exhibit A hereto, as applicable. The designation, rights, preferences and other terms and provisions of the Series A Convertible Preferred Stock are set forth in the Series A Certificate of Designation of the Relative Rights and Preferences of the Series A Convertible Preferred Stock attached hereto as Exhibit F $6.00 per share (the “Series A Certificate of DesignationPer Share Purchase Price,” and such amounts in the aggregate, 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 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) ). The Certificate of Designation of the Securities Act.Rights, Powers, Preferences, Privileges and Restrictions of the Preferred Stock (the “Certificate of Designation”) is attached hereto as Exhibit A and the form of Warrant is attached hereto as Exhibit B.

Purchase and Sale of Stock. 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, Units (the “Units”), each consisting number of one share shares of the Company’s 's Series A B Convertible Preferred Stock, par value $0.001 .01 per share (the “"Preferred Shares”"), convertible into one share at a purchase price of $3,000 per share, set forth opposite such Purchaser's name on Exhibit A hereto. Upon the following terms and conditions, each of the Company’s common stockPurchasers shall be issued Series B Warrants, par value $0.001 per share in substantially the form attached hereto as Exhibit B (the “Common Stock”) and a Warrant (as defined below) "Warrants"), to purchase the number of shares of the Company's common stock, par value $.0001 per share (the "Common Stock equal to fifty percent (50%Stock") of the Preferred Shares purchased by each Purchaser pursuant to the terms of this Agreement, as set forth opposite such Purchaser’s 's name on Exhibit A hereto, as applicable. The aggregate purchase price for the Preferred Shares and the Warrants shall be $4,000,000. The designation, rights, preferences and other terms and provisions of the Series A B Convertible Preferred Stock are set forth in the Series A Certificate of Designation of the Relative Rights and Preferences of the Series A B Convertible Preferred Stock attached hereto as Exhibit F C (the “Series A "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.)

Purchase and Sale of Stock. 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, Units (the “Units”), each consisting number of one share shares of the Company’s 's Series A C Convertible Preferred Stock, par value $0.001 .01 per share (the “"Preferred Shares”"), convertible into one share at a purchase price of $2,500 per share, set forth opposite such Purchaser's name on Exhibit A hereto. Upon the following terms and conditions, each of the Company’s common stockPurchasers shall be issued Series C Warrants, par value $0.001 per share in substantially the form attached hereto as Exhibit B (the “Common Stock”) and a Warrant (as defined below) "Warrants"), to purchase the number of shares of the Company's common stock, par value $.0001 per share (the "Common Stock equal to fifty percent (50%Stock") of the Preferred Shares purchased by each Purchaser pursuant to the terms of this Agreement, as set forth opposite such Purchaser’s 's name on Exhibit A hereto, as applicable. The aggregate purchase price for the Preferred Shares and the Warrants shall be $6,250,000. The designation, rights, preferences and other terms and provisions of the Series A C Convertible Preferred Stock are set forth in the Series A Certificate of Designation of the Relative Rights and Preferences of the Series A C Convertible Preferred Stock attached hereto as Exhibit F C (the “Series A "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.)