Common use of Sale and Purchase of the Securities Clause in Contracts

Sale and Purchase of the Securities. 2.01 Upon the terms and subject to the conditions contained herein, the Company agrees to sell and issue to each Purchaser, and each Purchaser agrees, severally and not jointly, to purchase from the Company, at a closing to take place remotely via exchange of executed documents (the “Closing” and the date of the Closing, the “Closing Date”) to occur immediately prior to the Effective Time (as such term is defined in the Merger Agreement), that number of Shares (the “Closing Shares”) (i) the Commitment Amount (or any remainder thereof) divided by (ii) the Pre-Funded Warrant Purchase Price in lieu of Shares in such manner to result in the same Subscription Amount being paid by such Purchaser in the aggregate (including upon exercise of such Pre-Funded Warrants). The “Beneficial Ownership Limitation” shall initially be set at the discretion of each Purchaser to a percentage designated by such Purchaser on its signature page hereto between 0% and 9.9999% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of the Securities on the Closing Date, and such percentage shall be set at 9.9999% for any Purchaser that does not make such designation in the Purchase Agreement. Notwithstanding the foregoing, by written notice to the Company, any Purchaser may reset the Beneficial Ownership Limitation percentage to a higher or lower percentage, not to exceed 9.9999%, which increase or decrease will not be effective until the sixty-first (61st) day after such written notice is delivered to the Company. Upon such a change by a Purchaser of the Beneficial Ownership Limitation, the Beneficial Ownership Limitation may not be further amended by such Purchaser without first providing the minimum notice required by this Section 2.01.

Sale and Purchase of the Securities. 2.01 Upon the terms and subject to the conditions contained hereinherein contained, the Company agrees to sell and issue to each Purchaser, and each Purchaser agrees, severally and not jointly, to purchase from the Company, at a closing to take place remotely remotely, subject to the satisfaction or waiver of the closing conditions set forth in Section 6, via electronic exchange of executed documents (the “Closing” and the date of the Closing, the “Closing Date”) to occur immediately prior to on the Effective Time (third Business Day following the date of this Agreement or at such other date or place as such term is defined in shall be determined by written agreement between the Merger Agreement)Purchasers and the Company, that number of Shares Securities (the “Closing Shares”) set forth opposite such Purchaser’s name on the Schedule of Purchasers for the aggregate Purchase Price set forth under the heading “Subscription Amount” (subject to adjustment for any stock split, reverse stock split or similar recapitalization transaction effected after the Effective Date and prior to the Closing). 2.02 At or prior to the Closing, each Purchaser will pay the subscription amount set forth opposite such Purchaser’s name on the Schedule of Purchasers (the “Subscription Amount”) by wire transfer of immediately available funds in accordance with wire instructions provided by the Company to the Purchasers at least two Business Days prior to the Closing (the “Wire Instructions Notice”). On the Closing Date, the Company will deliver, against payment by each Purchaser of its Subscription Amount, the Closing Shares in book-entry form, registered in the name of the Purchaser (or its nominee as instructed by the Purchaser) free and clear of any liens or other restrictions (other than those arising under applicable securities laws) in the name of such Purchaser (or its nominee in accordance with such Purchaser’s delivery instructions) on the Company’s share register, and shall provide evidence of such issuance from the Company’s Transfer Agent as of the Closing Date to each Purchaser. Notwithstanding anything to the contrary in this Agreement, (i) each Purchaser acknowledges that, as may be agreed among the Commitment Amount Company and one or more Purchasers, such Purchasers may not be required to fund their respective Subscription Amounts until such Purchasers receive evidence of the issuance of the Closing Shares on and as of the Closing Date in book-entry form registered in the name of the Purchaser (or any remainder thereofits nominee as instructed by the Purchaser) divided by and (ii) the Pre-Funded Warrant Purchase Price in lieu Schedule of Shares in such manner Purchasers may be amended by the Company and the affected Purchaser up to result in three (3) Business Days prior to the same Subscription Amount being paid Closing, without the consent of the other parties hereto, to reflect the actual number of Securities purchased by such each Purchaser in the aggregate (including upon exercise of such Pre-Funded Warrants). The “Beneficial Ownership Limitation” shall initially be set at the discretion Closing, provided that the Company shall provide to Purchasers such updated Schedule of each Purchaser to a percentage designated by such Purchaser on its signature page hereto between 0% and 9.9999% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of the Securities on the Closing Date, and such percentage shall be set at 9.9999% for any Purchaser that does not make such designation in the Purchase Agreement. Notwithstanding the foregoing, by written notice to the Company, any Purchaser may reset the Beneficial Ownership Limitation percentage to a higher or lower percentage, not to exceed 9.9999%, which increase or decrease will not be effective until the sixty-first (61st) day after such written notice is delivered to the Company. Upon such a change by a Purchaser of the Beneficial Ownership Limitation, the Beneficial Ownership Limitation may not be further amended by such Purchaser without first providing the minimum notice required by this Section 2.01Purchasers.

Sale and Purchase of the Securities. 2.01 Upon the terms Closing In reliance upon your representations made in Section 1.3 hereof and subject to the terms and conditions contained hereinset forth herein and in the other Documents, the Company hereby agrees to sell to you the Securities set forth below your name on your signature page hereto, at a purchase price of $669.18 per $1,000 principal amount of Notes and issue to each Purchaser$1.00 per Initial Warrant. In reliance upon the representations and warranties of the Company contained herein and in the other Documents, and each Purchaser agreessubject to the terms and conditions set forth herein and therein, you hereby severally and not jointly, agree to purchase such Securities from the Company. Simultaneously with the execution of this Agreement, the Company is executing a separate purchase agreement (the "Other Purchase Agreement") identical to this Agreement with the other Purchaser (the "Other Purchaser") listed on the signature pages hereof, pursuant to which the Company will issue and sell Securities to such Other Purchaser in the respective aggregate amounts set forth below its name on the signature pages hereof for the purchase price set forth thereon. The sale of Securities to you and the Other Purchaser will be separate sales, and this Agreement and the Other Purchase Agreement will be separate agreements; however, references to this "Agreement" shall include the Other Purchase Agreement, together with all modifications hereof and thereof, where the context so permits. You and the Company agree that, for purposes of Section 1273(b) and pursuant to Section 1273(c)(2) of the Code, the "issue price" of each Note of $100,000 principal amount is equal to its purchase price as specified above. The sale and purchase of the Securities shall take place at a closing to take place remotely via exchange of executed documents (the “"Closing” ") at the offices of Cozen and O'Coxxxx, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx xx 10:00 a.m. on November 26, 1997, or such other business day on or prior to December 31, 1997, as may be agreed upon by you, the Other Purchaser and the date of Company (the "Closing Date"). At the Closing, the “Closing Date”) Company will deliver to occur immediately prior you the Securities to be purchased by you (in such permitted denomination or denominations and registered in your name or the Effective Time (name of such nominee or nominees as such term is defined in the Merger Agreementyou may request), that number of Shares (the “Closing Shares”) (i) the Commitment Amount (or any remainder thereof) divided by (ii) the Pre-Funded Warrant Purchase Price in lieu of Shares in such manner to result in the same Subscription Amount being paid by such Purchaser in the aggregate (including upon exercise of such Pre-Funded Warrants). The “Beneficial Ownership Limitation” shall initially be set at the discretion of each Purchaser to a percentage designated by such Purchaser on its signature page hereto between 0% and 9.9999% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of the Securities on dated the Closing Date, against payment of the purchase price therefor by intra-bank or federal funds bank wire transfer of same day funds to such bank account as the Company shall designate at least two Business Days prior to the Closing and which is identified on Schedule 1.2 hereto. The Company shall have delivered to you or to such percentage other persons as you shall be set at 9.9999% for any Purchaser that does not make such designation direct, prior to Closing, a check dated the Closing Date in the Purchase Agreement. Notwithstanding the foregoingamount of any out-of-pocket expenses for which you or your investment advisor are entitled to reimbursement pursuant to Section 1.5 hereof, by written notice to the Companyincluding, any Purchaser may reset the Beneficial Ownership Limitation percentage to a higher or lower percentage, not to exceed 9.9999%, which increase or decrease will not be effective until the sixty-first (61st) day after such written notice is delivered to the Company. Upon such a change by a Purchaser of the Beneficial Ownership Limitationwithout limitation, the Beneficial Ownership Limitation may not be further amended by fees and expenses of your counsel, or at your election shall authorize you to deduct such Purchaser without first providing amount from the minimum notice required by this Section 2.01.purchase price for the Securities, provided that you agree to provide the Company with a statement

Sale and Purchase of the Securities. 2.01 Upon the terms and subject to the conditions contained hereinherein contained, the Company agrees to sell and issue to each Purchaser, and each Purchaser agrees, severally and not jointly, to purchase from the Company, at a closing to take place remotely via exchange of executed documents (the “Closing” and the date of the Closing, the “Closing Date”) to occur immediately prior to the Effective Time (as such term is defined in the Merger Agreement), that number of Shares (the “Closing Shares”) set forth opposite such Purchaser’s name on Schedule I hereto (the “Schedule of Purchasers”) for the aggregate Purchase Price set forth under the heading “Subscription Amount;” provided, however, for any Purchaser that has provided notice to the Company at least 10 Business Days prior to the Closing that such Purchaser would beneficially own (when aggregated with all Securities then beneficially owned by the Purchaser and its affiliates (as calculated pursuant to Section 13(d) of the 1934 Act and Rule 13d-3 promulgated thereunder) (i) in excess of the Commitment Amount (Beneficial Ownership Limitation, or any remainder thereof) divided by (ii) the as such Purchaser may otherwise choose, in lieu of purchasing Shares such Purchaser may elect to purchase that number of Pre-Funded Warrant Purchase Price Warrants set forth opposite such Purchaser’s name on the Schedule of Purchasers in lieu of Shares in such manner to result in the same Subscription Amount being paid by such Purchaser in the aggregate (including upon exercise of such Pre-Funded Warrants)Purchaser. The “Beneficial Ownership Limitation” shall initially be set at the discretion of each Purchaser to a percentage designated by such Purchaser on its signature page hereto between 0% and 9.99999.99% of the number of shares of the Company Common Stock outstanding immediately after giving effect to the issuance of the Securities on the Closing Date. 2.02 At or prior to the Closing, each Purchaser will pay the subscription amount set forth opposite such Purchaser’s name on the Schedule of Purchasers (the “Subscription Amount”) by wire transfer of immediately available funds in accordance with wire instructions provided by the Company to the Purchasers at least two Business Days prior to the Closing (the “Wire Instructions Notice”); provided, for the avoidance of doubt, that no Purchaser shall be required to fund prior to the date on which the conditions to the Purchaser’s obligations set forth in Section 6.01 below are satisfied (other than those conditions which, by their nature, are to be satisfied at the closing of the transactions contemplated by the Merger Agreement and the Closing). If so requested by the Company in the Wire Instructions Notice and agreed by the applicable Purchaser, the Subscription Amount of such Purchaser shall be paid into an escrow fund or trust account designated by the Company in writing (the “Escrow Account”) to be released to the Company only upon satisfaction of each of the closing conditions set forth in Section 6 hereof. In the event the Closing does not occur within three Business Days of the Closing Date specified in the Wire Instructions Notice, unless otherwise agreed by the Company and the applicable Purchaser, the Company shall, or shall cause the escrow agent for the Escrow Account to, promptly (but not later than two Business Days thereafter) return the Subscription Amount set forth opposite such Purchaser’s name on the Schedule of Purchasers to such Purchaser by wire transfer of U.S. dollars in immediately available funds to the account specified by such Purchaser. On the Closing Date, the Company will deliver, against payment by each Purchaser of its Subscription Amount, the Closing Shares free and clear of all restrictive and other legends (except as required by applicable securities laws) in book-entry form registered in the name of the Purchaser (or its nominee as instructed by the Purchaser), and shall provide evidence of such percentage issuance from the Company’s transfer agent as of the Closing Date to each Purchaser; provided that, as applicable with respect to any Pre-Funded Warrants, the Company shall deliver to each applicable Purchaser one or more Pre-Funded Warrants (if applicable), in physical form (.pdf being sufficient), free and clear of all restrictive and other legends (except as expressly provided in Section 7 hereof), evidencing the number of Pre-Funded Warrants set forth opposite such Purchaser’s name on the Schedule of Purchasers within three Trading Days after the Closing. Notwithstanding anything to the contrary in this Agreement, (i) each Purchaser acknowledges that, as may be set agreed among the Company and one or more Purchasers, such Purchasers may not be required to fund their respective Subscription Amounts until such Purchasers receive evidence from the Company’s transfer agent of the issuance of the Closing Shares and, if applicable, the Pre-Funded Warrants on and as of the Closing Date in book-entry form (with respect to the Closing Shares) in the name of the Purchaser (or its nominee as instructed by the Purchaser) and (ii) the Schedule of Purchasers may be amended by the Company and the affected Purchaser up to three Business Days prior to the Closing Date, without the consent of the other parties hereto, to reflect the actual number of Shares and Pre-Funded Warrants purchased by each Purchaser at 9.9999% the Closing; provided that the Company shall provide to the Purchasers such updated Schedule of Purchasers. 2.03 Notwithstanding the foregoing, for any Purchaser that does not make such designation in the Purchase Agreement. Notwithstanding the foregoing, by written has provided notice to the CompanyCompany that this Section 2.03 shall apply to it, the Company shall not issue or sell, and the Purchaser shall not purchase or acquire, any Securities under this Agreement which, when aggregated with all Securities then beneficially owned by the Purchaser may reset and its affiliates (as calculated pursuant to Section 13(d) of the Beneficial Ownership Limitation percentage to a higher or lower percentage1934 Act and Rule 13d-3 promulgated thereunder), not to exceed 9.9999%would result in the beneficial ownership by the Purchaser of more than 9.99% of the outstanding shares of Parent common stock, which increase or decrease will not be effective until par value $0.000001 per share (the sixty-first (61st) day “Parent Common Stock”), immediately after such written notice is delivered giving effect to the Company. Upon such a change by a Purchaser Closing and the consummation of the Beneficial Ownership Limitationtransactions contemplated by the Merger Agreement, the Beneficial Ownership Limitation may not and such Purchaser’s Subscription Amount shall be further amended by such Purchaser without first providing the minimum notice required by this Section 2.01reduced accordingly.