Common use of Sale of Securities; Offering Period Clause in Contracts

Sale of Securities; Offering Period. (a) Subject to the terms and conditions hereof and on the basis of the representations and warranties hereinafter set forth, the Company hereby agrees to issue and sell to the Subscriber and the Subscriber agrees to purchase from the Company, upon Closing, the Common Shares as described herein for the Purchase Price as set forth on the signature page of this Subscription Agreement executed by the Subscriber. The number of Common Shares purchased hereunder by a Subscriber shall be as specified on the signature page of this Subscription Agreement executed by the Subscriber. The Company may reject any subscription in whole or in part. The securities being offered consist of a total of up to approximately 500,000 Common Shares, par value $0.001 per share. The Common Shares are being offered at the Purchase Price for a minimum subscription amount of $25,000, unless waived by the Company. This Offering is only being made to “accredited investors” (as defined in Rule 501 under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance upon an exemption from registration under Section 4(2) of the Securities Act and/or Regulation D promulgated thereunder, and on similar exemptions under applicable state laws, and by officers and directors of the Company. The Common Shares may be referred to herein as the “Securities”. The Closing Date will be the date on which this Agreement is counter-signed by the Company, which shall occur after the close of trading on Nasdaq.

Sale of Securities; Offering Period. (a) Subject to the terms and conditions hereof and on the basis of the representations and warranties hereinafter set forth, the Company hereby agrees to issue and sell to the Subscriber and the Subscriber agrees to purchase from the Company, upon Closing, the Common Shares Securities as described herein for the Purchase Price as set forth on the signature page of this Subscription Agreement executed by the Subscriber. The number of Common Shares Securities purchased hereunder by a Subscriber shall be as specified on the signature page of this Subscription Agreement executed by the Subscriber. The Company may reject any subscription in whole or in part. The securities being offered consist of a total of up to approximately 500,000 Common Shares, par value $0.001 per share. The Company is selling the Common Shares are being offered in this Offering at a purchase price of $0.03 per Common Share (the “Purchase Price Price”) for a minimum subscription amount of $25,00020,000 (666,667 Common Shares), unless waived by the Company. The Company is offering the Securities on a “best efforts” basis as the total Offering amount. The Offering consists of a total of 100,000,000 Common Shares. This Offering is only being made to “accredited investors” (as defined in Rule 501 under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance upon an exemption from registration under Section 4(2) of the Securities Act and/or Regulation D promulgated thereunder, and on similar exemptions under applicable state laws. The Securities may be purchased, and in part or their entirety, by officers and directors of the Company. The Common Shares may be referred to herein Company or representatives of the Selling Agent (as the “Securities”. The Closing Date will be the date on which this Agreement is counter-signed by the Company, which shall occur after the close of trading on Nasdaqdefined below).

Sale of Securities; Offering Period. (a) Subject to the terms and conditions hereof and on the basis of the representations and warranties hereinafter set forth, the Company hereby agrees to issue and sell to the Subscriber and the Subscriber agrees to purchase from the Company, upon Closing, the Common Shares as described herein for the Purchase Price as set forth on the signature page of this Subscription Agreement executed by the Subscriber. The number of Common Shares purchased hereunder by a Subscriber shall be as specified on the signature page of this Subscription Agreement executed by the Subscriber. The Company may reject any subscription in whole or in part. The securities being offered consist of a total of up to approximately 500,000 41,666,667 Common Shares, par value $0.001 per share. The Common Shares are being offered at a purchase price of $0.06 per share (the “Purchase Price Price”) for a minimum subscription amount of $25,00020,000 (333,333 Common Shares), unless waived by the Company. This Offering is only being made to “accredited investors” (as defined in Rule 501 under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance upon an exemption from registration under Section 4(2) of the Securities Act and/or Regulation D promulgated thereunder, and on similar exemptions under applicable state laws. The Common Shares may be purchased, and in part or their entirety, by officers and directors of the Company. The Common Shares may be referred to herein as the “Securities”. The Closing Date will be the date on which this Agreement is counter-signed by the Company, which shall occur after the close of trading on Nasdaq.

Sale of Securities; Offering Period. (a) Subject to the terms and conditions hereof and on the basis of the representations and warranties hereinafter set forth, the Company hereby agrees to issue and sell to the Subscriber and the Subscriber agrees to purchase from the Company, upon Closing, the Common Shares Securities as described herein for the Purchase Price as set forth on the signature page of this Subscription Agreement executed by the Subscriber. The number of Common Shares Securities purchased hereunder by a Subscriber shall be as specified on the signature page of this Subscription Agreement executed by the Subscriber. The Company may reject any subscription in whole or in part. The securities being offered consist of a total of up to approximately 500,000 Common Shares, par value $0.001 per share. The Company is selling the Common Shares are being offered in this Offering at a purchase price of $0.03 per Common Share (the “Purchase Price Price”) for a minimum subscription amount of $25,00020,000 (666,667 Common Shares), unless waived by the Company. The Company is offering the Securities on a “best efforts” basis as the total Offering amount. The Offering consists of a total of 66,666,667 Common Shares. This Offering is only being made to “accredited investors” (as defined in Rule 501 under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance upon an exemption from registration under Section 4(2) of the Securities Act and/or Regulation D promulgated thereunder, and on similar exemptions under applicable state laws. The Securities may be purchased, and in part or their entirety, by officers and directors of the Company. The Common Shares may be referred to herein Company or representatives of the Selling Agent (as the “Securities”. The Closing Date will be the date on which this Agreement is counter-signed by the Company, which shall occur after the close of trading on Nasdaqdefined below).

Sale of Securities; Offering Period. (a) Subject to the terms and conditions hereof and on the basis of the representations and warranties hereinafter set forth, the Company hereby agrees to issue and sell to the Subscriber and the Subscriber agrees to purchase from the Company, upon Closing, the Common Shares Securities as described herein for the Purchase Price as set forth on the signature page of this Subscription Agreement executed by the Subscriber. The number of Common Shares purchased hereunder by a Subscriber shall be as specified on the signature page of this Subscription Agreement executed by the Subscriber. The Company may reject any subscription in whole or in part. The securities Securities being offered consist of a total of up to approximately 500,000 25,000,000 Common Shares, par value $0.001 .001 per share. The Common Shares Securities are being offered at the Purchase Price for a minimum subscription amount purchase price of $25,000, unless waived by 0.06 per share (the Company“Purchase Price”). This Offering is only being made to “accredited investors” (as defined in Rule 501 under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance upon an exemption from registration under Section 4(2) of the Securities Act and/or Regulation D promulgated thereunder, and on similar exemptions under applicable state laws. The Securities may be purchased, and in part or their entirety, by officers and directors of the Company. The Common Shares may be referred to herein as the “Securities”. The Closing Date will be the date on which this Agreement is counter-signed by the Company, which shall occur after the close of trading on Nasdaq.