Common use of Nature and Purchase of Common Stock and Warrants Clause in Contracts

Nature and Purchase of Common Stock and Warrants. (A) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, an aggregate of (a) [●] shares of common stock (“Firm Shares”) of the Company, par value $.001 per share (the “Common Shares”), and (b) [●] Warrants to purchase [●] Common Share at an exercise price of $[●] per share (the “Firm Warrants” and, collectively with the Firm Shares, the “Closing Securities”). To the extent that the purchase of Firm Shares would cause the beneficial ownership of a purchaser in the Offering, together with its affiliates and certain related parties, to exceed 4.99% of the Common Shares, the Company agrees to issue the Underwriters, for delivery to such purchasers, a number shares of the Company’s Series D Preferred Stock (the “Preferred Shares”), which is initially convertible on a 1-for-1,000 basis into Common Shares, in lieu of the Firm Shares. The Firm Shares or Preferred Shares, as applicable, and the Warrants (as defined below), as well as the Common Shares issuable upon exercise of the Warrants (the “Warrant Shares”) or conversion of the Preferred Shares, are hereinafter referred to together as the “Firm Securities.” (B) The Underwriters, severally and not jointly, agree to purchase from the Company (1) the number of Firm Shares (or Preferred Shares) set forth opposite their respective names on Schedule 1 and (2) Firm Warrants to purchase up to the number of Common Shares set forth opposite their respective names on Schedule 1 attached hereto. The combined purchase price for one Common Share and a Warrant to purchase [●] Warrant Shares shall be $[●] (92% of the public offering price) which shall be allocated as $[●] per Common Share (the “Share Purchase Price”) and $[●] per Warrant (the “Warrant Purchase Price”). The Shares and Warrants are to be offered initially to the public at the offering prices set forth on the cover page of the Prospectus (as defined in Section 2(a)(i)(A) hereof).

Nature and Purchase of Common Stock and Warrants. (A) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, an aggregate of 1,410,000 units (“Units”) of securities, each such Unit consisting of (a) [●] shares one share of common stock (“Firm Shares”) of the Company, par value $.001 per share (the “Common Shares”), and (b) [●] Warrants a Warrant to purchase [●] one Common Share at an exercise price of $[●] per share (the “Firm Warrants” and, collectively with ”). The Firm Shares and the Firm Shares, Warrants will be sold as units (the “Closing SecuritiesUnits”, with each Unit consisting of one Firm Share and one Firm Warrant). To the extent that the purchase of Firm Shares would cause the beneficial ownership of a purchaser in the Offering, together with its affiliates and certain related parties, to exceed 4.99% of the Common Shares, the Company agrees to issue the Underwriters, for delivery to such purchasers, a an equal number shares of the Company’s Series D A Preferred Stock (the “Preferred Shares”), which is initially convertible on a 1one-for-1,000 for-one basis into Common Shares, in lieu of the Firm SharesShares included in the Units. The Firm Units, and the Shares (as defined below) or Preferred Shares, as applicable, included within the Units and the Warrants (as defined below)) comprising the Units, as well as the Common Shares issuable upon exercise of the Warrants (the “Warrant Shares”) or conversion of the Preferred Shares, are hereinafter referred to together as the “Firm Securities.” (B) The Underwriters, severally and not jointly, agree to purchase from the Company (1) the number of Firm Shares (or Preferred Shares) set forth opposite their respective names on Schedule 1 and (2) Firm Warrants to purchase up to the number of Common Shares Units set forth opposite their respective names on Schedule 1 attached hereto. The combined hereto and made a part hereof at a purchase price for one Common Share and a Warrant to purchase [●] Warrant Shares shall be of $[●] 3.7996 (the “Purchase Price”) per Unit (92% of the public offering price) which shall be allocated as $[●] price per Common Share (the “Share Purchase Price”) and $[●] per Warrant (the “Warrant Purchase Price”Unit). The Shares and Warrants Units are to be offered initially to the public at the offering prices price set forth on the cover page of the Prospectus (as defined in Section 2(a)(i)(A) hereof).

Nature and Purchase of Common Stock and Warrants. (A) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, an aggregate of 2,900,000 units (“Units”) of securities, each such Unit consisting of (a) [●] shares of common stock one share (the “Firm Shares”) of the Company’s common stock, par value $.001 0.01 per share (the “Common SharesStock”), ) and (bc) [●] Warrants 870,000 Warrants, which each whole Warrant is exercisable to purchase [●] one share of Common Share at an exercise price of $[●] per share Stock (the “Firm Warrants” and, collectively with the Firm Shares, the “Closing Securities”). To the extent that the purchase of Firm Shares would cause the beneficial ownership of a purchaser in the Offering, together with its affiliates and certain related parties, to exceed 4.99% of the Common Shares, the Company agrees to issue the Underwriters, for delivery to such purchasers, a number shares of the Company’s Series D Preferred Stock (the “Preferred Shares”), which is initially convertible on a 1-for-1,000 for-1 basis into Common SharesStock, in lieu of the Firm Shares. The 2,900,000 Units referred to in this Section 1(a) (the “Firm Shares Units”), and the Common Stock (or Preferred Shares, as applicable, ) included within the Unit and the Firm Warrants (as defined below)comprising the Firm Units, as well as the shares of Common Shares Stock issuable upon exercise of the Firm Warrants (the “Warrant Shares”) or upon conversion of the Preferred Shares, are hereinafter referred to together as the “Firm Securities”.” (B) The Underwriters, severally and not jointly, agree to purchase from the Company (1) the number of Firm Shares (or Preferred Shares) set forth opposite their respective names on Schedule 1 and (2) Firm Warrants to purchase up to the number of Common Shares Units set forth opposite their respective names on Schedule 1 attached hereto. The combined hereto and made a part hereof at a purchase price for one Common Share and a Warrant to purchase [●] Warrant Shares shall be of $[●] 0.95 (the “Purchase Price”) per Unit (92% of the public offering price) which shall be allocated as $[●] price per Common Share (the “Share Purchase Price”) and $[●] per Warrant (the “Warrant Purchase Price”Unit). The Shares and Warrants Units are to be offered initially to the public at the offering prices price set forth on the cover page of the Prospectus (as defined in Section 2(a)(i)(A) hereof).