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

Purchase and Sale of the Notes. Subject to the terms and conditions set forth herein, the Company shall issue and sell to each Investor, and each Investor shall purchase from the Company, convertible promissory notes, in the form attached hereto as Exhibit A (each, a “Note” and together, the “Notes”), in an amount up to the principal amount set forth on the signature page hereto executed by such Investor and common stock purchase warrants, in the form attached hereto as Exhibit B (each, a “Warrant” and together, the “Warrants”). Subject to the terms and conditions set forth herein, the sale and purchase of Notes and Warrants shall be conducted in tranches (each, a “Tranche” and together, the “Tranches”) consisting of (x) an initial tranche (the “Initial Tranche”) of (i) an aggregate Principal Amount of Notes of up to Two Million and zero/100 Dollars ($2,000,000.00) and including an original issue discount of up to an aggregate of Three Hundred Thousand and zero/100 Dollars ($300,000.00), and (ii) Warrants to purchase a number of shares of Common Stock equal to the applicable Warrant Share Amounts with respect to such Tranche, (y) a second tranche (the “Second Tranche”) of (i) an aggregate Principal Amount of Notes of up to Three Hundred Fifty Thousand and zero/100 Dollars ($350,000.00) and including an original issue discount of up to an aggregate of Fifty Two Thousand Five Hundred and zero/100 Dollars ($52,500.00), and (ii) Warrants to purchase a number of shares of Common Stock equal to the applicable Warrant Share Amounts with respect to such Tranche and (z) up to three subsequent Tranches each of which shall be in (i) an aggregate Principal Amount of Notes of up to One Million and zero/100 Dollars ($1,000,000) each and each including an original issue discount of fifteen percent (15.0%) of the applicable Principal Amount, and (ii) Warrants to purchase a number of shares of Common Stock equal to the applicable Warrant Share Amounts with respect to such Tranches. The purchase price of a Note and its accompanying Warrant shall be computed by subtracting the portion of the OID represented by that such Note from the portion of the Principal Amount represented by such Note (a “Purchase Price”). For purposes of this Agreement and the other Transaction Documents, the aggregate Principal Amounts of all the Notes, shall be referred to together as, the “Aggregate Principal Amount; the aggregate original issue discounts of the Notes shall be referred to together as, the “OID; and the aggregate Funding Amounts of all of the Notes, shall be referred to together as, the “Aggregate Funding Amount”.

Purchase and Sale of the Notes. Subject to the terms and conditions set forth herein, (i) the Company shall issue and sell to each Investor, and each Investor shall purchase from the Company, convertible promissory notes, in the form attached hereto as Exhibit A (each, a “Note” and together, the “Notes”), in an amount up to the principal amount set forth on the signature page hereto executed by such Investor and common stock purchase warrantsnot to exceed an aggregate amount of Three Hundred Million and zero/100 Dollars (USD$300,000,000.00), in the form attached hereto as Exhibit B and (each, a “Warrant” and together, the “Warrants”). Subject to the terms and conditions set forth herein, ii) the sale and purchase of Notes and Warrants shall be conducted in up to fifty-nine tranches (each, a “Tranche” and together, the “Tranches”) consisting of with (x) an initial tranche Tranche (the “Initial Tranche”) of (i) an aggregate Principal Amount of Notes of up to Two Ten Million and zero/100 Dollars ($2,000,000.00USD$10,000,000.00) (the “Initial Tranche Principal Amount”) and including an original issue discount of up to an aggregate of Three Eight Hundred Thousand and zero/100 Dollars ($300,000.00USD$800,000.00) (the “Initial Tranche OID”), to cover the Investors’ accounting fees, due diligence fees, monitoring, and/or other transactional costs incurred in connection with the purchase and sale of the Notes issued in connection with the Initial Tranche, and (ii) Warrants to purchase a number of shares of Common Stock equal to the applicable Warrant Share Amounts with respect to such Tranche, (y) subsequent Tranches (each, a second tranche (the “Second Subsequent Tranche”) each of (i) an aggregate Principal Amount of Notes of up to Three Hundred Fifty Thousand Five Million and zero/100 Dollars ($350,000.00USD$5,000,000.00) (a “Subsequent Tranche Principal Amount”) and each including an original issue discount of up to an aggregate of Fifty Two Four Hundred Thousand Five Hundred and zero/100 Dollars ($52,500.00USD$400,000.00) (a “Subsequent Tranche OID”), to cover the Investors’ accounting fees, due diligence fees, monitoring, and/or other transactional costs incurred in connection with the purchase and (ii) Warrants to purchase a number of shares of Common Stock equal to the applicable Warrant Share Amounts with respect to such Tranche and (z) up to three subsequent Tranches each of which shall be in (i) an aggregate Principal Amount of Notes of up to One Million and zero/100 Dollars ($1,000,000) each and each including an original issue discount of fifteen percent (15.0%) sale of the applicable Principal AmountNotes issued in connection with each Subsequent Tranche, and (ii) Warrants to purchase a number of shares of Common Stock equal to the applicable Warrant Share Amounts with respect to such Tranchesand. The purchase price of a Note and its accompanying Warrant shall be computed by subtracting the portion Initial Tranche OID or Subsequent Tranche OID, as applicable, of the OID represented by that such Note from the portion of the Initial Tranche Principal Amount represented by or Subsequent Tranche Principal, respectively of such Note (a the “Purchase Price”” of a Note). For purposes of this Agreement and the other Transaction Documents, the Initial Tranche Principal Amount and the aggregate Subsequent Tranche Principal Amounts of all the Notes, shall be referred to together as, the “Aggregate Principal Amount; the ”. The aggregate original issue discounts Purchase Prices of all of the Notes shall be referred to together as, not exceed the “OID; and the aggregate Funding Amounts of all of the Notes, shall be referred to together as, the “Aggregate Funding Amount”.

Purchase and Sale of the Notes. Subject to the terms and conditions set forth herein, the Company shall issue and sell to each Investor, and each Investor shall purchase from the Company, convertible promissory notes, in the form attached hereto as Exhibit A (each, a “Note” and together, the “Notes”), in an amount up to the principal amount set forth on the signature page hereto executed by such Investor and common stock ordinary share purchase warrants, in the form attached hereto as Exhibit B (each, a “Warrant” and together, the “Warrants”). Subject to the terms and conditions set forth herein, the sale and purchase of Notes and Warrants shall be conducted in tranches (each, a “Tranche” and together, the “Tranches”) consisting of (x) an initial tranche (the “Initial Tranche”) of (i) an aggregate Principal Amount of Notes of up to Two Million Nine Hundred Fifty Thousand and zero/100 Dollars ($2,000,000.002,950,000.00) and including an original issue discount of up to an aggregate of Three Four Hundred Forty-Two Thousand Five Hundred and zero/100 Zero/100 United States Dollars ($300,000.00442,500.00), to cover the Investors’ accounting fees, due diligence fees, monitoring, and/or other transactional costs incurred in connection with the purchase and sale of the Notes issued in connection with such Tranche and (ii) Warrants to purchase a number of shares of Common Stock Ordinary Shares equal to the applicable Warrant Share Amounts with respect to such Tranche, (y) a second tranche (the “Second Tranche”) (i) an aggregate Principal Amount of Notes of Two Million Nine Hundred Fifty Thousand and zero/100 Dollars ($2,950,000.00) and including an original issue discount of Four Hundred Forty-Two Thousand Five Hundred and Zero/100 United States Dollars ($442,500.00), to cover the Investors’ accounting fees, due diligence fees, monitoring, and/or other transactional costs incurred in connection with the purchase and sale of the Notes issued in connection with such Tranche and (ii) Warrants to purchase a number of Ordinary Shares equal to the applicable Warrant Share Amounts with respect to such Tranche, and (z) up to five subsequent Tranches of (i) an aggregate Principal Amount of Notes of up to Three Two Million Nine Hundred Fifty Thousand and zero/100 Dollars ($350,000.002,950,000.00) each and including an original issue discount of up to an aggregate of Fifty Four Hundred Forty-Two Thousand Five Hundred and zero/100 Zero/100 United States Dollars ($52,500.00)442,500.00) each, to cover the Investors’ accounting fees, due diligence fees, monitoring, and/or other transactional costs incurred in connection with the purchase and sale of the Notes issued in connection with each such Tranches and (ii) Warrants to purchase a number of shares of Common Stock equal to the applicable Warrant Share Amounts with respect to such Tranche and (z) up to three subsequent Tranches each of which shall be in (i) an aggregate Principal Amount of Notes of up to One Million and zero/100 Dollars ($1,000,000) each and each including an original issue discount of fifteen percent (15.0%) of the applicable Principal Amount, and (ii) Warrants to purchase a number of shares of Common Stock Ordinary Shares equal to the applicable Warrant Share Amounts with respect to such Tranches. The purchase price of a Note and its accompanying Warrant shall be computed by subtracting the portion of the OID represented by that such Note from the portion of the Principal Amount represented by such Note (a “Purchase Price”). For purposes of this Agreement and the other Transaction Documents, the aggregate Principal Amounts of all the Notes, shall be referred to together as, the “Aggregate Principal Amount; the aggregate original issue discounts of the Notes shall be referred to together as, the “OID; and the aggregate Funding Amounts of all of the Notes, shall be referred to together as, the “Aggregate Funding Amount”.

Purchase and Sale of the Notes. Subject to the terms and conditions set forth herein, the Company shall issue and sell or grant, as applicable, to each Investor, and each Investor Investor, severally and not jointly, shall purchase from the Company, convertible promissory notes, in the form attached hereto as Exhibit A (each, a “Note” and and, together, the “Notes”), in an amount up to the principal amount set forth on the signature page hereto executed by such Investor and common stock purchase warrants, in the form attached hereto as Exhibit B (each, a “Warrant” and and, together, the “Warrants”). Subject to the terms and conditions set forth herein, the sale and purchase of Notes and grant of Warrants shall be conducted in tranches (each, a “Tranche” at the Closing and together, the “Tranches”) consisting of (x) an initial tranche (the “Initial Tranche”) of (i) shall be for an aggregate Principal Amount of Notes of up to Two Million Hundred Fifty Thousand and zero/100 Dollars ($2,000,000.00US$250,000.00) and including an original issue discount of up to an aggregate of Three Hundred Twenty-five Thousand and zero/100 Zero/100 Dollars ($300,000.00US$25,000.00), to cover the Investors’ accounting fees, due diligence fees, monitoring, and/or other transactional costs incurred in connection with the purchase and sale of the Notes issued in connection with the Closing and (ii) Warrants to purchase a number of shares of Common Stock equal to the applicable Warrant Share Stock Amounts with respect to such Tranchethe Closing. For purposes of clarity, (y) a second tranche (the “Second Tranche”) of (i) an aggregate Principal Amount of Notes of up to Three Hundred Fifty Thousand and zero/100 Dollars ($350,000.00) and including an original issue discount of up to an aggregate of Fifty Two Thousand Five Hundred and zero/100 Dollars ($52,500.00), and (ii) Warrants to purchase a number of shares of Common Conversion Stock equal to and Warrant Stock issued upon the applicable Warrant Share Amounts with respect to such Tranche and (z) up to three subsequent Tranches each of which shall be in (i) an aggregate Principal Amount of Notes of up to One Million and zero/100 Dollars ($1,000,000) each and each including an original issue discount of fifteen percent (15.0%) of the applicable Principal Amount, and (ii) Warrants to purchase a number of shares of Common Stock equal to the applicable Warrant Share Amounts with respect to such Tranches. The purchase price of a Note and its accompanying Warrant shall be computed by subtracting the portion of the OID represented by that such Note from the portion of the Principal Amount represented by such Note (a “Purchase Price”). For purposes of this Agreement and the other Transaction Documents, the aggregate Principal Amounts of all the Notes, shall be referred to together as, the “Aggregate Principal Amount; the aggregate original issue discounts conversion or exercise of the Notes or Warrants, respectively, issued or granted hereunder shall be referred to together as, not in any event exceed the “OID; and the aggregate Funding Amounts of all of the Notes, shall be referred to together as, the “Aggregate Funding Amount”Exchange Cap (as defined below).

Purchase and Sale of the Notes. Subject to the terms and conditions set forth herein, the Company shall issue and sell to each Investor, and each Investor shall purchase from the Company, convertible promissory notes, in the form attached hereto as Exhibit A (each, a “Note” and together, the “Notes”), in an amount up to the principal amount set forth on the signature page hereto executed by such Investor and common stock purchase warrants, in the form attached hereto as Exhibit B (each, a “Warrant” and together, the “Warrants”). Subject to the terms and conditions set forth herein, the sale and purchase of Notes and Warrants shall may be conducted in tranches (each, a “Tranche” and together, the “Tranches”) consisting of (x) an initial tranche (the “Initial Tranche”) of (i) an aggregate Principal Amount of Notes of up to Two Million One Hundred Eighty Thousand and zero/100 Dollars ($2,000,000.00180,000.00) and including an original issue discount of up to an aggregate of Three Twenty-Seven Thousand Five Hundred Thousand and zero/100 Zero/100 United States Dollars ($300,000.0027,500.00), to cover the Investors’ accounting fees, due diligence fees, monitoring, and/or other transactional costs incurred in connection with the purchase and sale of the Notes issued in connection with such Tranche and (ii) Warrants to purchase a number of shares of Common Stock equal to the applicable Warrant Share Amounts with respect to such Tranche, (y) a second tranche (the “Second Tranche”) of (i) an aggregate Principal Amount of Notes of up to Three Hundred Fifty Thousand and zero/100 Dollars ($350,000.00) and including an original issue discount of up to an aggregate of Fifty Two Thousand Five Hundred and zero/100 Dollars ($52,500.00), and (ii) Warrants to purchase a number of shares of Common Stock equal to the applicable Warrant Share Amounts with respect to such Tranche and (z) up to three subsequent Tranches each of which shall be in (i) an aggregate Principal Amount of Notes of up to One Million and zero/100 Dollars ($1,000,000) each and each including an original issue discount of fifteen percent (15.0%) of the applicable Principal Amount, and (ii) Warrants to purchase a number of shares of Common Stock equal to the applicable Warrant Share Amounts with respect to such Tranches. The purchase price of a Note and its accompanying Warrant shall be computed by subtracting the portion of the OID represented by that such Note from the portion of the Principal Amount represented by such Note (a “Purchase Price”). For purposes of this Agreement and the other Transaction Documents, the aggregate Principal Amounts of all the Notes, shall be referred to together as, the “Aggregate Principal Amount; the aggregate original issue discounts of the Notes shall be referred to together as, the “OID; and the aggregate Funding Amounts of all of the Notes, shall be referred to together as, the “Aggregate Funding Amount”.

Purchase and Sale of the Notes. Subject to the terms and conditions set forth herein, the Company shall issue and sell to each Investor, and each Investor shall purchase from the Company, convertible promissory notesnotes in an amount up to the principal amount set forth on the signature page hereto executed by such Investor, in the form attached hereto as Exhibit A (each, a “Note” and together, the “Notes”), . The Notes sold hereunder shall be in an amount up to the principal amount set forth on the signature page hereto executed by such initial aggregate Principal Amount of Notes of Two Million Four Hundred and zero/100 Dollars ($2,400,000.00), including an OID of an aggregate Three Hundred Sixty Thousand and zero/100 Dollars ($360,000.00). Each Investor and shall also be issued a common stock purchase warrantswarrant, in the form attached hereto as Exhibit B (each, a “Warrant” and together, the “Warrants”). Subject to the terms and conditions set forth herein, the sale and purchase of Notes and Warrants shall be conducted in tranches (each, a “Tranche” and together, the “Tranches”) consisting of (x) an initial tranche (the “Initial Tranche”) of (i) an aggregate Principal Amount of Notes of up to Two Million and zero/100 Dollars ($2,000,000.00) and including an original issue discount of up to an aggregate of Three Hundred Thousand and zero/100 Dollars ($300,000.00), and (ii) Warrants entitled such Investor to purchase a number of shares of Common Stock equal to the applicable Warrant Share Amounts with respect Amount relating to such Tranche, (y) a second tranche (the “Second Tranche”) of (i) an aggregate Principal Amount of Notes of up to Three Hundred Fifty Thousand and zero/100 Dollars ($350,000.00) and including an original issue discount of up to an aggregate of Fifty Two Thousand Five Hundred and zero/100 Dollars ($52,500.00), and (ii) Warrants to purchase a number of shares of Common Stock equal to the applicable Warrant Share Amounts with respect to such Tranche and (z) up to three subsequent Tranches each of which shall be in (i) an aggregate Principal Amount of Notes of up to One Million and zero/100 Dollars ($1,000,000) each and each including an original issue discount of fifteen percent (15.0%) of the applicable Principal Amount, and (ii) Warrants to purchase a number of shares of Common Stock equal to the applicable Warrant Share Amounts with respect to such TranchesNote. The purchase price of a Note and its accompanying Warrant shall be computed by subtracting the portion of the OID represented by that such Note from the portion of the Principal Amount represented by such Note (a “Purchase Price”). For purposes of this Agreement and the other Transaction Documents, the aggregate Principal Amounts of all the Notes, shall be referred to together as, the “Aggregate Principal Amount; the aggregate original issue discounts of the Notes shall be referred to together as, the “OID; and the aggregate Funding Amounts of all of the Notes, shall be referred to together as, the “Aggregate Funding Amount”.

Purchase and Sale of the Notes. Subject to the terms and conditions set forth herein, the Company shall issue and sell to each Investor, and each Investor shall purchase from the Company, convertible promissory notes, in the form attached hereto as Exhibit A (each, a “Note” and together, the “Notes”), in an amount up to the principal amount set forth on the signature page hereto executed by such Investor and common stock purchase warrants, in the form attached hereto as Exhibit B (each, a “Warrant” and together, the “Warrants”)Investor. Subject to the terms and conditions set forth herein, the sale and purchase of the Notes at the initial Closing (as defined below) and Warrants shall each funding thereof hereunder may be conducted in tranches (each, a “Tranche,” and togethercollectively, the “Tranches”,” comprised of the Initial Tranche, the Second Tranche, and the Third Tranche, each as defined below) consisting of (x) an initial tranche (the “Initial Tranche”) of (i) an aggregate Principal Amount of Notes of up to Two Five Million and zero/100 Six Hundred Twenty Five Thousand Dollars ($2,000,000.005,625,000.00) and including an original issue discount of up to an aggregate of Three One Million One Hundred Twenty Five Thousand and zero/100 United States Dollars ($300,000.001,125,000.00), and (ii) Warrants to purchase a number of shares of Common Stock equal to cover the applicable Warrant Share Amounts Investors’ accounting fees, due diligence fees, monitoring, and/or other transactional costs incurred in connection with respect to such Tranche, payable at signing; (y) a second an additional tranche (the “Second Tranche”) of (i) an aggregate Principal Amount of Notes of up to Three One Million Two Hundred Fifty Thousand and zero/100 Dollars ($350,000.001,250,000) and including an original issue discount of up to an aggregate of Two Hundred Fifty Two Thousand Five Hundred and zero/100 Zero/100 United States Dollars ($52,500.00250,000.00), and to cover the Investors’ accounting fees, due diligence fees, monitoring, and/or other transactional costs incurred in connection with the funding of such Second Tranche, to be consummated following the filing of the Registration Statement (iias defined in the Registration Rights Agreement) Warrants to purchase a number of shares of Common Stock equal pursuant to the applicable Warrant Share Amounts with respect to such Tranche terms and conditions of the Registration Rights Agreement, and (z) up to three subsequent Tranches each an additional tranche (the “Third Tranche”) of which shall be in (i) an aggregate Principal Amount of Notes of up to One Two Million and zero/100 Eight Hundred Twelve Thousand Five Hundred Dollars ($1,000,0002,812,500) each and each including an original issue discount of fifteen percent Five Hundred Sixty Two Thousand Five Hundred and Zero/100 United States Dollars (15.0%$562,500.00), to cover the Investors’ accounting fees, due diligence fees, monitoring, and/or other transactional costs incurred in connection with the funding of such Third Tranche; provided, however, that (a) of such Third Tranche shall be consummated only after the applicable Principal AmountRegistration Statement has been declared effective by the SEC, and (iib) Warrants to purchase a number the Company’s receipt of shares of Common Stock equal to the Stockholder Approval in compliance with applicable Warrant Share Amounts with respect to such Tranches. The purchase price of a Note and its accompanying Warrant shall be computed by subtracting the portion of the OID represented by that such Note from the portion of the Principal Amount represented by such Note (a “Purchase Price”). For purposes of this Agreement and the other Transaction Documents, the aggregate Principal Amounts of all the Notes, shall be referred to together as, the “Aggregate Principal Amount; the aggregate original issue discounts of the Notes shall be referred to together as, the “OID; and the aggregate Funding Amounts of all of the Notes, shall be referred to together as, the “Aggregate Funding Amount”Trading Market rules.