Common use of Sale and Issuance of Securities Clause in Contracts

Sale and Issuance of Securities. Subject to the terms and conditions of this Agreement, the Company agrees to sell to the Investor and the Investor agrees to purchase from the Company a total of 3,280,000 Shares (the "Newly Issued Shares") for an aggregate purchase price of $3,444,000, or $1.05 per share, in cash. Subject to the terms and conditions of this Agreement, including the Shareholder Approval Requirements set forth at Section 1.2 below, the Company also agrees to issue to the Investor the following warrants for the purchase of the Company's Common Stock: (i) a warrant for the purchase of 2,860,000 shares at a purchase price of $1.05 per share; (ii) a warrant for the purchase of 3,000,000 shares at a price of $1.12. per share; and (iii) a warrant for the purchase of 2,860,000 shares at a price of $1.25 per share (collectively, the "Warrants"). The Warrants shall have a term of five years from the date of issuance. The Warrants shall be in substantially the form attached to this Agreement as Exhibit A. The purchase price for the Newly Issued Shares, the exercise price for the Warrants, the number of Newly Issued Shares to be purchased hereunder and the number of shares of Common Stock obtainable upon exercise of the Warrants shall be subject to adjustment if the Company (i) at any time subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, in which case the purchase price for the Newly Issued Shares and the exercise price for the Warrants in effect immediately prior to such subdivision shall be proportionately reduced and the number of Newly Issued Shares to be purchased hereunder and the number of shares of Common Stock obtainable upon exercise of the Warrants shall be proportionately increased or (ii) if the Company at any time combines (by reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the purchase price for the Newly Issued Shares and the exercise price for the Warrants in effect immediately prior to such combination shall be proportionately increased and the number of Newly Issued Shares to be purchased hereunder and the number of shares of Common Stock obtainable upon exercise of the Warrants shall be proportionately decreased.

Sale and Issuance of Securities. Subject to (a) The Company shall adopt and file with the terms Secretary of State of the State of Nevada on or before the Closing (as defined below) the Certificate of Designation of Rights, Preferences, Privileges and conditions Restrictions of this Agreement, Series A Preferred Stock of the Company agrees to sell to in the Investor and form attached hereto as Exhibit A (the Investor agrees to purchase from “Certificate of Designation”). The Series A Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”), of the Company a total shall have the rights, preferences, privileges and restrictions set forth in the Certificate of 3,280,000 Shares (the "Newly Issued Shares") for an aggregate purchase price of $3,444,000, or $1.05 per share, in cashDesignation. Subject to the terms and conditions of this Agreement, including each Investor agrees, severally and not jointly, to purchase at the Shareholder Approval Requirements set forth at Section 1.2 belowClosing, and the Company also agrees to sell and issue to each Investor at the Investor the following warrants for the purchase Closing, that number of (i) shares of the Company's ’s Series A Preferred Stock set forth opposite such Investor’s name on Schedule A-1 hereto under the heading “Closing” and (ii) warrants (the “Warrants”) to purchase shares of the Company’s common stock, par value $0.001 per share (the “Common Stock: (i) a warrant ”), set forth opposite such Investor’s name on Schedule A-1 hereto under the heading “Closing,” for the aggregate purchase of 2,860,000 shares price set forth opposite such Investor’s name on Schedule A-1 hereto under the heading “Closing.” The Series A Preferred Stock and Warrants are collectively referred to herein as the “Securities.” The Securities are being sold as units at a purchase price of $1.05 4.00 per share; unit, with each unit consisting of (i) one share of Series A Preferred Stock and (ii) a warrant for Warrant to purchase eight shares of the purchase of 3,000,000 shares Company’s Common Stock at a an exercise price of $1.12. 0.20 per share; and (iii) a warrant for the purchase of 2,860,000 shares at a price of $1.25 per share (collectively, the "Warrants"). The Warrants shall have a term of five years from the date of issuance. The Warrants shall be in substantially the form attached to this Agreement as Exhibit A. The purchase price for the Newly Issued Shares, the exercise price for the Warrants, the number of Newly Issued Shares to be purchased hereunder and the number of shares of Common Stock obtainable upon exercise of the Warrants shall be subject to adjustment if the Company (i) at any time subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, in which case the purchase price for the Newly Issued Shares and the exercise price for the Warrants in effect immediately prior to such subdivision shall be proportionately reduced and the number of Newly Issued Shares to be purchased hereunder and the number of shares of Common Stock obtainable upon exercise of the Warrants shall be proportionately increased or (ii) if the Company at any time combines (by reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the purchase price for the Newly Issued Shares and the exercise price for the Warrants in effect immediately prior to such combination shall be proportionately increased and the number of Newly Issued Shares to be purchased hereunder and the number of shares of Common Stock obtainable upon exercise of the Warrants shall be proportionately decreased.