Purchase of Preferred Shares and Warrants Clause Samples

Purchase of Preferred Shares and Warrants. On each Closing Date (as defined below), the Company shall issue and sell to each Buyer and each Buyer severally agrees to purchase from the Company such number of Preferred Shares and Warrants for the aggregate purchase price with respect to such applicable Closing (as defined below) as is set forth immediately below such Buyer's name on the signature pages hereto. The issuance, sale and purchase of the Preferred Shares and Warrants shall take place at two (2) closings (each a "CLOSING"), the first of which is hereinafter referred to as the "FIRST CLOSING" and the second of which is referred to as the "SECOND CLOSING." The aggregate number of Series B Preferred Shares to be issued at the First Closing is Five Thousand (5,000) and the aggregate number of Series B Warrants to be issued at the First Closing is 388,500, for an aggregate purchase price of Five Million Dollars ($5,000,000) (the "FIRST CLOSING PURCHASE PRICE") and the aggregate number of Series C Preferred Shares to be issued at the Second Closing is Five Thousand (5,000) and the aggregate number of Series C Warrants to be issued at the Second Closing shall be determined by multiplying 50% by the quotient of $5,000,000 divided by the average of the Closing Bid Prices for the five (5) consecutive Trading Days ending one (1) Trading Day prior to the Closing Date (as defined below) with respect to the Second Closing, for an aggregate purchase price of Five Million Dollars ($5,000,000) (the "SECOND CLOSING PURCHASE PRICE" and, collectively with the First Closing Purchase Price, the "PURCHASE PRICE"). Subject to the satisfaction (or waiver) of the conditions thereto set forth in Section 6 and Section 7 below, (i) at the First Closing, the Company shall issue and sell to each Buyer and each Buyer shall purchase from the Company the number of Series B Preferred Shares and Series B Warrants which such Buyer is purchasing hereunder and as set forth below such Buyer's name on the signature pages hereto and (ii) at the Second Closing, the Company shall issue and sell to each Buyer and each Buyer shall purchase from the Company the number of Series C Preferred Shares and Series C Warrants as is set forth below such Buyer's name on the signature pages hereto.

Purchase of Preferred Shares and Warrants. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, agrees to purchase from the Company on the Closing Date (as defined below) the aggregate number of Preferred Shares as is set forth opposite set forth on the signature page of such Buyer attached hereto, along with Warrants to initially acquire up to that aggregate number of Warrant Shares as is set forth on the signature page of such Buyer attached hereto.

Purchase of Preferred Shares and Warrants. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 herein: (i) The Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, agrees to purchase from the Company on the date hereof (the “First Closing Date”), the number of Preferred Shares as is set forth opposite such Buyer’s name in column (3) on the Schedule of Buyers, along with the Warrants to acquire up to that number of $1.75 Warrant Shares as is set forth opposite such Buyer’s name in column (4) on the Schedule of Buyers and that number of $2.00 Warrant Shares as is set forth opposite such Buyer’s name in column (5) on the Schedule of Buyers (the “First Closing”). The purchase price for the Preferred Shares and related Warrants to be purchased by each Buyer at the First Closing shall be the amount set forth opposite such Buyer’s name in column (6) of the Schedule of Buyers (the “First Closing Purchase Price”). The First Closing shall occur on the First Closing Date at the offices of the Company. (ii) In the event that a Strategic Investor shall have entered into a binding agreement with the Company to make a Strategic Investment, or otherwise made a Strategic Investment, within 90 days after the First Closing Date, each Buyer shall have the right, but not the obligation, to purchase securities identical to those being purchased through such Strategic Investment (“Strategic Investment Securities”) on the same terms and conditions as such Strategic Investor. The Buyers shall be entitled to purchase, in the aggregate, a dollar amount of Strategic Investment Securities equal to the aggregate First Closing Purchase Price paid by all Buyers. Each Buyer shall be entitled to purchase a portion of Strategic Investment Securities in the same proportion that the First Closing Purchase Price paid by such Buyer at the First Closing bears to the aggregate First Closing Purchase Price paid by all Buyers. In the event that any Buyer elects to purchase none or less than its pro rata share of Strategic Investment Securities, then the other Buyers may elect to purchase more than their pro rata shares, with any such Strategic Investment Securities being divided among each Buyer electing to purchase more than its pro rata share in the same proportion that the First Closing Purchase Price paid by each such Buyer bears to the First Closing Purchase Price paid by each other such Buyer. The Company shall promptly notify the Buyers of the execution of a term s...

Purchase of Preferred Shares and Warrants. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, agrees to purchase from the Company on the Closing Date (as defined below), the number of Preferred Shares set forth on each Buyer’s Signature Page and the Warrants to acquire up to that number of Warrant Shares set forth on each Buyer’s Signature Page.

Purchase of Preferred Shares and Warrants. On the Closing Date (as defined below), the Company shall issue and sell to each Buyer and each Buyer severally agrees to purchase from the Company such number of Preferred Shares and number of Initial Warrants and Incentive Warrants as is set forth immediately below such Buyer's name on the signature pages hereto.

Purchase of Preferred Shares and Warrants. The Company shall issue and sell to each Buyer and each Buyer severally agrees to purchase from the Company such number of shares of Series B Preferred Stock (collectively, together with any Preferred Stock issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the "Preferred Shares") and number of Warrants for the aggregate purchase price (the "Purchase Price") as is set forth immediately below such Buyer's name on the signature pages hereto. The aggregate number of Preferred Shares to be issued at the Closing (as defined below) is One Thousand Two Hundred (1,200) and the aggregate number of Warrants to be issued at the Closing is Two Hundred Forty Thousand (240,000), for an aggregate purchase price of One Million Two Hundred Thousand Dollars ($1,200,000).

Purchase of Preferred Shares and Warrants. On the Closing Date, Subscriber will purchase the Preferred Shares and Warrants for its own account for investment only and not with a view toward, or for resale in connection with, the public sale or any distribution thereof.

Purchase of Preferred Shares and Warrants. 5 Article III

Purchase of Preferred Shares and Warrants. The Company shall issue and sell to the Buyers and each Buyer agrees, on a several and not a joint basis, to purchase from the Company such number of shares of Preferred Stock (together with any Preferred Stock issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the "Preferred Shares") and Warrants set forth under Buyer's name on the signature page hereto executed by each Buyer, for an aggregate purchase price of Ten Million U.S. Dollars (the "Purchase Price") and a per share of Preferred Stock purchase price of One Thousand Dollars ($1,000). The issuance, sale and purchase of the Preferred Shares and Warrants shall take place at the closing (the "Closing"), subject to the satisfaction (or waiver) of the conditions thereto set forth in Section 6 and Section 7 below. At the Closing, the Company shall issue and sell to each Buyer and each Buyer shall purchase from the Company Twenty Thousand (20,000) Warrants for each $1,000,000 of Preferred Shares purchased.