Purchase and Sale of Common Shares and Warrants Clause Example with 16 Variations from Business Contracts

Purchase and Sale of Common Shares and Warrants. (a) Purchase of Common Shares and Warrants. Subject to the satisfaction (or waiver) of the conditions set forth in Sections Section 6 and 7 below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, agrees to shall purchase from the Company on the Closing Date (as defined below) (A) such aggregate below), (i) the number of Common Shares as is set forth opposite such Buyer's name in column (3) on the Schedule of Buyers, and (B) Warrants (ii) a Series A-1 War...rant to initially acquire up to that the aggregate number of Series A-1 Warrant Shares as is set forth opposite such Buyer's name in column (4) on the Schedule of Buyers, (iii) a Series B-1 Warrant to initially acquire up to the aggregate number of Series B-1 Warrant Shares opposite Buyer's name in column (5) on the Schedule of Buyers, (iv) a Series D-1 Warrant to initially acquire up to the aggregate number of Series D-1 Warrant Shares set forth opposite Buyer's name in column (6) on the Schedule of Buyers, (v) a Series C-1 Warrant to initially acquire up to (A) the aggregate number of Series C-1 Warrant Shares set forth opposite Buyer's name in column (7) on the Schedule of Buyers and (vi) a Series E-1 Warrant to initially acquire up to the aggregate number of Series E-1 Warrant Shares set forth opposite Buyer's name in column (8) on the Schedule of Buyers. (b) Purchase Price. The aggregate purchase price for the Common Shares and related Warrants to be purchased by Buyer (the "Purchase Price") shall be the amount set forth opposite Buyer's name in column (9) on the Schedule of Buyers which shall be equal to the amount of $0.20 per Common Share and the related Warrants. (c) Closing. The closing (the "Closing") of the purchase of the Common Shares and the Warrants by the Buyers Buyer shall occur at the offices of Kelley Drye Vinson & Warren LLP, 101 Park Avenue, New York, NY 10178. Elkins L.L.P. ("Vinson & Elkins"), 2801 Via Fortuna, Suite 100, Austin, Texas, 78746. The date and time of the Closing (the "Closing Date") shall be 10:00 a.m., New York time, on the first (1st) Business Day (as defined below) on which the conditions to the Closing set forth in Sections Section 6 and 7 below are satisfied or waived (or such other later date as is mutually agreed to by the Company and each Buyer). Buyer) provided that such date shall not be later than the third (3rd) Trading Day (as defined in the Warrants) after the date hereof. As used herein "Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed. (c) Purchase Price. The aggregate purchase price for the Common Shares and the Warrants to be purchased by each Buyer (the "Purchase Price") shall be the amount set forth opposite such Buyer's name in column (5) on the Schedule of Buyers. 2 (d) Form of Payment; Deliveries. On the Closing Date, (i) each Buyer shall pay its respective the Purchase Price to the Company for the Common Shares and the related Warrants to be issued and sold to such Buyer at the Closing, Closing by wire transfer of immediately available funds in accordance with the Flow of Funds Letter (as defined below) (less, in the case of the lead Buyer, the amounts withheld pursuant to Section 4. (j)) Company's written wire instructions, and (ii) the Company shall (A) cause Corporate Island Stock Transfer, Inc. Transfer (together with any subsequent transfer agent, the "Transfer Agent") through the Depository Trust Company ("DTC") Fast Automated Securities Transfer Program, Program to credit such aggregate number of Common Shares that each Buyer is purchasing as is set forth opposite such Buyer's name in column (3) of the Schedule of Buyers credit, without restriction, to such Buyer's or its designee's balance account with DTC through its Deposit/Withdrawal at Custodian system, and ("DWAC") system such aggregate number of Common Shares that Buyer is purchasing at such Closing as is set forth opposite Buyer's name in column (3) on the Schedule of Buyers, (B) deliver to each Buyer a Warrant warrant certificates, in the forms attached hereto as Exhibit A, Exhibit B, Exhibit C, Exhibit D and Exhibit E, pursuant to which such Buyer shall have the right to initially acquire up to such aggregate the number of Warrant Shares as is set forth opposite such Buyer's name in column (4) of columns ((4), (5), (6), (7) and (8), respectively, on the Schedule of Buyers, Buyers and (C) deliver to Buyer the other documents, instruments and certificates set forth in each case, duly executed on behalf of Section 6. Notwithstanding anything to the Company and registered contrary contained in the name of such Buyer or its designee. Warrants, all Warrant Shares shall be delivered via DWAC. View More

Purchase and Sale of Common Shares and Warrants. (a) Purchase of Common Shares and Warrants. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the The Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, agrees to shall purchase from the Company on the Closing Date (as defined below) (A) Date, such aggregate number of units (the "Units") consisting of (i) one share of Common Shares Stock (the aggregate amount for all Buyers shall be collectively referred to herein a...s the "Common Shares") and (ii) a warrant to purchase one-third of a share of Common Stock (each a "Warrant" and all shares of Common Stock acquirable upon exercise or exchange of the Warrants, collectively, the "Warrant Shares"), as evidenced by the warrant certificate in the form attached hereto as Exhibit A as is set forth opposite for such Buyer's name in column (3) on the Schedule of Buyers, and (B) Warrants to initially acquire up to that aggregate number of Warrant Shares as is set forth opposite such Buyer's name in column (4) Buyer on the Schedule of Buyers. Notwithstanding that the Units are being purchased hereunder, the Common Shares and Warrants underlying each Unit shall be immediately separable and shall be independent from one another. The Common Shares, the Warrants and the Warrant Shares are collectively referred to herein as the "Securities." (b) Closing. The closing and settlement (the "Closing") of the purchase of the Common Shares and the Warrants Units by the Buyers shall occur at the offices of Kelley Drye & Warren Greenberg Traurig, LLP, 101 Park Avenue, New York, NY 10178. The date and time of the Closing (the "Closing Date") shall be 10:00 a.m., New York time, 77 W. Wacker Drive, Suite 3100, Chicago, Illinois 60601 on the first (1st) Business Day (as defined below) on which the conditions to the Closing set forth in Sections 6 date hereof and 7 below are satisfied or waived shall occur at 10:00 a.m. (or such other date earlier time as is mutually agreed to by the Company and each Buyer). parties), New York time (the "Closing Date"). As used herein "Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed. (c) Purchase Price. The aggregate purchase price for the Common Shares and the Warrants Units to be purchased by each Buyer (the "Purchase Price") shall be the amount set forth opposite for such Buyer's name in column (5) Buyer on the Schedule of Buyers. (d) Form of Payment; Deliveries. On the Closing Date, (i) each Buyer shall pay its respective Purchase Price to the Company for the Common Shares and the Warrants Units to be issued and sold to such Buyer at the Closing, Closing (less for Crede (as defined below), the amounts, if any, withheld pursuant to Section 4(e)), by wire transfer of immediately available funds in accordance with the Flow of Funds Letter (as defined below) (less, in the case of the lead Buyer, the amounts withheld pursuant to Section 4. (j)) Company's written wire instructions and (ii) the Company shall (A) cause Corporate Stock Transfer, Inc. Computershare (together with any subsequent transfer agent, the "Transfer Agent") through the Depository Trust Company ("DTC") Fast Automated Securities Transfer Program, Program to credit such aggregate number of Common Shares that each Buyer is purchasing as is set forth opposite such Buyer's name in column (3) of the Schedule of Buyers credit, without restriction, to such Buyer's or its designee's balance account with DTC through its Deposit/Withdrawal at Custodian system, and ("DWAC") system such aggregate number of Common Shares that such Buyer is purchasing as is set forth for such Buyer on the Schedule of Buyers, (B) deliver to each Buyer a Warrant warrant certificate, in the form attached hereto as Exhibit A, pursuant to which such Buyer shall have the right to initially acquire up to such aggregate the number of Warrant Shares as is set forth opposite for such Buyer's name in column (4) of Buyer on the Schedule of Buyers, in each case, duly executed on behalf of the Company Buyers and registered in the name of (C) deliver to such Buyer or its designee. the other documents, instruments and certificates set forth in Section 6. View More

Purchase and Sale of Common Shares and Warrants. (a) Purchase of Common 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) (A) such aggregate below), that number of Common Shares Shares, and a Warrant to initially acquire that number of Warrant Shares, each as is set forth opposite such Buyer's name in column (3) sig...nature on the Schedule of Buyers, and (B) Warrants to initially acquire up to that aggregate number of Warrant Shares as is set forth opposite such Buyer's name in column (4) on the Schedule of Buyers. signature page hereto. (b) Closing. The closing (the "Closing") of the purchase of the Common Shares and the Warrants by the Buyers shall occur at the offices of Kelley Drye & Warren K&L Gates, LLP, 101 Park Avenue, New York, NY 10178. 200 S. Biscayne Blvd., Ste 3900, Miami, FL 33131. The date and time of the Closing (the "Closing Date") shall be 10:00 a.m., New York time, on the first (1st) Business Day (as defined below) on which the conditions to the Closing set forth in Sections 6 and 7 below are satisfied or waived (or such other date as is mutually agreed to by the Company and each Buyer). the Buyers). As used herein "Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed. (c) Purchase Price. The aggregate gross purchase price for the Common Shares and the Warrants to be purchased by each Buyer (the "Purchase Price") hereunder shall be the amount set forth opposite such each Buyer's name in column (5) signature on the Schedule of Buyers. signature page attached hereto (with respect to each Buyer, the "Purchase Price"). -1- (d) Form of Payment; Deliveries. On the Closing Date, (i) each Buyer shall pay its respective the Purchase Price to the Company for the Common Shares and the Warrants to be issued and sold to each such Buyer at the Closing, by wire transfer of immediately available funds in accordance with the Flow of Funds Letter (as defined below) (less, in the case of the lead Buyer, the amounts withheld pursuant to Section 4. (j)) below), and (ii) the Company shall (A) cause Corporate Stock Transfer, Inc. Computershare Trust Company, N.A. (together with any subsequent transfer agent, the "Transfer Agent") through the Depository Trust Company ("DTC") Fast Automated Securities Transfer Program, to credit such aggregate number of Common Shares that each Buyer is purchasing as is set forth opposite such Buyer's name in column (3) of the Schedule of Buyers to such Buyer's or its designee's balance account with DTC through its Deposit/Withdrawal at Custodian system, system the Common Shares purchased set forth opposite each Buyer's signature on the signature page attached hereto, and (B) deliver to each Buyer a the Warrant pursuant to which each such Buyer shall have the right to initially acquire up to such aggregate number of the Warrant Shares as is set forth opposite such each Buyer's name in column (4) of signature on the Schedule of Buyers, in each case, signature page attached hereto, duly executed on behalf of the Company and registered in the name of such the Buyer or its designee. View More

Purchase and Sale of Common Shares and Warrants. (a) Purchase of Common 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) (A) such aggregate below), (x) the number of Common Shares as is set forth opposite such Buyer's name in column (3) (2) on the Schedule of Buyers, and (B) along with (y) Warrants to initially acq...uire up to that aggregate number of Warrant Shares as is set forth opposite such Buyer's name in column (4) (5) on the Schedule of Buyers. (b) Closing. The closing (the "Closing") completion of the purchase and sale of the Common Shares and the Warrants by the Buyers Units (the "Closing") shall occur at promptly following the offices satisfaction of Kelley Drye & Warren LLP, 101 Park Avenue, New York, NY 10178. The date and time of the Closing (the "Closing Date") shall be 10:00 a.m., New York time, on the first (1st) Business Day (as defined below) on which the all conditions to the for Closing set forth below, but in Sections 6 and 7 below are satisfied or waived (or such other date as is no event later than March 23, 2020, unless mutually agreed to by the Company and each Buyer). As used herein "Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks in New York, the Buyers (the "Closing Date"). The Closing shall occur at 10:00 a.m., New York are authorized or required by law to remain closed. City time on the Closing Date, and shall remotely via the electronic exchange of signature pages and Closing documentation and payment of funds in accordance with Section 1(d). (c) Purchase Price. The aggregate purchase price for the Common Shares and the Warrants Units to be purchased by each Buyer (the "Purchase Price") at the Closing shall be the amount set forth opposite such Buyer's name in column (5) on (6) of the Schedule of Buyers. Buyers (the "Purchase Price"). The price per Unit shall be the amount of $2.21425 for any Buyer who is not an officer, director, employee, or consultant of the Company (an "Insider") or $2.42625 for any Insider (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and before the Closing Date). (d) Form of Payment; Deliveries. Payment. On the Closing Date, (i) each Buyer shall pay its such Buyer's respective Purchase Price to the Company for the Common Shares and the Warrants Units to be issued and sold to such Buyer at the Closing, by wire transfer of immediately available funds in accordance with the Flow Company's written wire instructions. (e) Delivery of Funds Letter (as defined below) (less, in Securities. On the case of the lead Buyer, the amounts withheld pursuant to Section 4. (j)) and (ii) Closing Date, the Company shall (A) cause Corporate Stock Transfer, Inc. (together with any subsequent deliver to each Buyer (i) evidence from the Company's transfer agent, agent of the "Transfer Agent") through issuance of the Depository Trust Company ("DTC") Fast Automated Securities Transfer Program, to credit such aggregate number of Common Shares that each Buyer is purchasing as is set forth opposite such Buyer's name in column (3) (2) of the Schedule of Buyers to Buyers, registered in the name of such Buyer's or its designee's balance account with DTC through its Deposit/Withdrawal at Custodian system, Buyer in book-entry form on the books and (B) deliver to each records of the Company's transfer agent and (ii) Warrants which such Buyer a Warrant is purchasing hereunder pursuant to which such Buyer shall have the right to initially acquire up to such aggregate number of Warrant Shares as is set forth opposite such Buyer's name in column (4) (5) of the Schedule of Buyers, in each case, duly executed on behalf of the Company and registered in the name of such Buyer or its designee. Buyer. View More

Purchase and Sale of Common Shares and Warrants. (a) Purchase of Common Shares and Warrants. Subject to the satisfaction (or waiver) of the conditions set forth in Sections Section 6 and 7 below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, agrees to shall purchase from the Company on the applicable Closing Date (as defined below) (A) such aggregate below), as applicable, (x) the number of Common Shares on the First Closing Date as is set forth opposite such Buyer's name in column (3) on the Schedu...le of Buyers, and (B) Buyers along with Warrants on the First Closing Date to initially acquire up to that the aggregate number of Warrant Shares as is set forth opposite such Buyer's name in column (5) on the Schedule of Buyers and (y) the number of Common Shares on the Second Closing Date as is set forth opposite such Buyer's name in column (4) on the Schedule of Buyers along with Warrants on the Second Closing Date to initially acquire up to the aggregate number of Warrant Shares as is set forth opposite such Buyer's name in column (6) on the Schedule of Buyers. (b) Closing. The Each closing (the "Closing") (each a "Closing" and collectively the "Closings") of the purchase of the Common Shares and the Warrants by the Buyers as contemplated by this Agreement shall occur at the offices of Kelley Drye & Warren LLP, 101 Park Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., 666 Third Avenue, New York, NY 10178. New York 10017. The date and time of the applicable Closing (the applicable "Closing Date") shall be 10:00 a.m., New York time, on the first (1st) (1st ) Business Day (as defined below) on which the conditions to the such Closing set forth in Sections Section 6 and 7 below are satisfied or waived (or such other later time or date as is mutually agreed to by the Company and each Buyer). As used herein "Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed. Subject to the conditions set forth in this Agreement and the termination provisions hereof, the first closing hereunder (the "First Closing") shall be held as soon as practicable after the date hereof, at which the Common Shares set forth on the Schedule of Buyers shall be purchased and sold and the Warrants shall be issued without further consideration by the Buyers. Subject to the conditions set forth in this Agreement and the termination provisions hereof, the second closing hereunder (the "Second Closing") shall occur on the date that is ninety (90) days after the date hereof, provided that the Company can accelerate the date of such closing upon three (3) Business Days' notice to the Buyers if the Common Stock has a closing price on the Nasdaq Capital Market (the "Principal Market") at or above 0.9545 for five (5) consecutive trading days. (c) Purchase Price. The aggregate purchase price for the Common Shares and the Warrants to be purchased by each Buyer (the applicable "Purchase Price") shall be paid at the applicable Closing and in the applicable amount set forth opposite such Buyer's name in column (5) (7) on the Schedule of Buyers. For clarification purposes, the Warrants shall be issued to such Buyer for no additional consideration. (d) Form of Payment; Deliveries. On the applicable Closing Date, (i) each Buyer shall pay its respective Purchase Price to the Company for the Common Shares and the Warrants to be issued and sold to such Buyer at such Closing (less for Crede (as defined below), the Closing, Investment Fee withheld pursuant to Section 4(f)), by wire transfer of immediately available funds in accordance with the Flow of Funds Letter (as defined below) (less, in the case of the lead Buyer, the amounts withheld pursuant to Section 4. (j)) Company's written wire instructions, and (ii) the Company shall (A) cause Corporate American Stock Transfer, Inc. Transfer & Trust Company, LLC (together with any subsequent transfer agent, the "Transfer Agent") through the Depository Trust Company ("DTC") Fast 2 Automated Securities Transfer Program, Program to credit such aggregate number of Common Shares that each Buyer is purchasing as is set forth opposite such Buyer's name in column (3) of the Schedule of Buyers credit, without restriction, to such Buyer's or its designee's balance account with DTC through its Deposit/Withdrawal at Custodian system, and ("DWAC") system such aggregate number of Common Shares that such Buyer is purchasing at such Closing as is set forth opposite such Buyer's name in columns (3) or (4), as applicable, on the Schedule of Buyers, (B) deliver to each Buyer a Warrant warrant certificate, in the form attached hereto as Exhibit A, pursuant to which such Buyer shall have the right to initially acquire up to such aggregate the number of Warrant Shares as is set forth opposite such Buyer's name in column (4) of columns (5) and (6) on the Schedule of Buyers, Buyers and (C) deliver to such Buyer the other documents, instruments and certificates set forth in each case, duly executed on behalf of Section 6. Notwithstanding anything to the Company and registered contrary contained in the name of such Buyer or its designee. Warrants, all Warrant Shares shall be delivered via DWAC. View More

Purchase and Sale of Common Shares and Warrants. (a) Purchase of Common 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) (A) such aggregate number of Common Shares as is set forth opposite such Buyer's name in column (3) on the Schedule of Buyers, and (B) Warrants to initially acquire up to that aggregate number of... Warrant Shares as is set forth opposite such Buyer's name in column (4) on the Schedule of Buyers. (b) Closing. The closing (the "Closing") of the purchase of the Common Shares and the Warrants by the Buyers shall occur at the offices of Kelley Drye & Warren LLP, 101 Park Avenue, New York, NY 10178. The date and time of the Closing (the "Closing Date") shall be 10:00 a.m., New York time, on the first (1st) Business Day (as defined below) on which the conditions to the Closing set forth in Sections 6 and 7 below are satisfied or waived (or such other date as is mutually agreed to by the Company and each Buyer). As used herein "Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks in New York, The City of New York are authorized or required by law to remain closed. closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to "stay at home", "shelter-in-place", "non-essential employee" or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers on such day. (c) Purchase Price. The aggregate purchase price for the Common Shares and the Warrants to be purchased by each Buyer (the "Purchase Price") shall be the amount set forth opposite such Buyer's name in column (5) (6) on the Schedule of Buyers. (d) Form of Payment; Deliveries. On the Closing Date, (i) each Buyer shall pay its respective Purchase Price to the Company for the Common Shares and the Warrants to be issued and sold to such Buyer at the Closing, by wire transfer of immediately available funds in accordance with the Flow of Funds Letter (as defined below) (less, in the case of the lead Buyer, the amounts withheld pursuant to Section 4. (j)) 4(j)) and (ii) the Company shall (A) cause EQ Shareowner Services (to which Corporate Stock Transfer, Inc. (together has been merged into, together with any subsequent transfer agent, the "Transfer Agent") through the Depository Trust Company ("DTC") Fast Automated Securities Transfer Program, to credit such aggregate number of Common Shares that each Buyer is purchasing as is set forth opposite such Buyer's name in column (3) of the Schedule of Buyers to such Buyer's or its designee's balance account with DTC through its Deposit/Withdrawal at Custodian system, and (B) deliver to each Buyer a Warrant pursuant to which such Buyer shall have the right to initially acquire up to such aggregate number of Warrant Shares as is set forth opposite such Buyer's name in column (4) of the Schedule of Buyers, in each case, duly executed on behalf of the Company and registered in the name of such Buyer or its designee. 2 (e) Sales During Pre-Settlement Period. Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable Buyer, through, and including the time immediately prior to the Closing (the "Pre-Settlement Period"), such Buyer sells (excluding "short sales" as defined in Rule 200 of Regulation SHO) to any Person all, or any portion, of any Common Shares to be issued hereunder to such Buyer at the Closing (collectively, the "Pre-Settlement Common Shares"), such Buyer shall, automatically hereunder (without any additional required actions by such Buyer or the Company), be deemed to be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Common Shares to such Buyer at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Common Shares to such Buyer prior to the Company's receipt of the purchase price of such Pre-Settlement Common Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Buyer as to whether or not during the Pre-Settlement Period such Buyer shall sell any Common Shares to any Person and that any such decision to sell any Common Shares by such Buyer shall be made, in the sole discretion of such Buyer, at the time such Buyer elects to effect any such sale, if any. View More

Purchase and Sale of Common Shares and Warrants. (a) Purchase of Common 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) (A) such aggregate below), the number of Common Shares as is set forth opposite such Buyer's name in column (3) on the Schedule of Buyers, Buyers and (B) the Warrants to initially acquire up to t...hat aggregate number of Warrant Shares as is set forth opposite such Buyer's name in column (4) on the Schedule of Buyers. Buyers (the "Closing"). (b) Closing. The closing (the "Closing") of the purchase of the Common Shares and the Warrants by the Buyers shall occur at the offices of Kelley Drye & Warren LLP, 101 Park Avenue, New York, NY 10178. The date and time of the Closing (the "Closing Date") shall be 10:00 a.m., New York time, on the first (1st) Business Trading Day (as defined below) on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto in connection with the Closing, and all conditions precedent to the Closing set forth in Sections 6 and 7 below are have been satisfied or waived (or waived, or at such other time or on such other date as is mutually agreed to by the Company and each Buyer). As used herein "Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed. Buyer may mutually agree upon, at the offices of K&L Gates LLP, 1 Park Plaza, 12th Floor, Irvine, California 92614. (c) Purchase Price. The aggregate purchase price for the Common Shares and the Warrants to be purchased by each Buyer at the Closing (the "Purchase Price") shall be the amount set forth opposite such each Buyer's name in column (5) on the Schedule of Buyers. (d) Form of Payment; Deliveries. Payment. On the Closing Date, (i) each Buyer shall pay its respective Purchase Price to the Company for the Common Shares and the Warrants to be issued and sold to such Buyer at the Closing, by wire transfer of immediately available funds in accordance with the Flow of Funds Letter (as defined below) (less, in the case of the lead Buyer, the amounts withheld pursuant to Section 4. (j)) Company's written wire instructions and (ii) the Company shall (A) cause Corporate Stock Transfer, Inc. (together with any subsequent transfer agent, deliver to each Buyer one or more stock certificates, evidencing the "Transfer Agent") through the Depository Trust Company ("DTC") Fast Automated Securities Transfer Program, to credit such aggregate number of Common Shares that each such Buyer is purchasing as is set forth opposite such Buyer's name in column (3) of purchasing, and one or more warrant certificates, evidencing the Schedule of Buyers to such Buyer's or its designee's balance account with DTC through its Deposit/Withdrawal at Custodian system, and (B) deliver to each Buyer a Warrant pursuant to which Warrants such Buyer is purchasing, which certificates shall have the right to initially acquire up to such aggregate number of Warrant Shares as is set forth opposite such Buyer's name in column (4) of the Schedule of Buyers, in each case, be duly executed on behalf of the Company and registered in the name of such Buyer or its designee. View More

Purchase and Sale of Common Shares and Warrants. (a) Purchase of Common Shares and Warrants. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, (x) 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) (A) (i) such aggregate number of Company Common Shares as is set forth opposite such Buyer's name in column (3) on the Schedule of Buyers, and (B) (ii) Series A Warrants to initially acquire ...up to that aggregate number of Series A Warrant Shares as is set forth opposite such Buyer's name in column (5) on the Schedule of Buyers and (iii) Series B Warrants to initially acquire up to such aggregate number of Series B Warrant Shares as is set forth opposite such Buyer's name in column (6) on the Schedule of Buyers and (y) the Selling Stockholder shall sell to each Buyer, and each Buyer severally, but not jointly, agrees to purchase from the Company on the Closing Date such aggregate number of Stockholder Common Shares as is set forth opposite such Buyer's name in column (4) on the Schedule of Buyers. (b) Closing. The closing (the "Closing") of the purchase of the Common Shares and the Warrants by the Buyers shall occur at the offices of Kelley Drye & Warren LLP, 101 Park Avenue, New York, NY 10178. The date and time of the Closing (the "Closing Date") shall be 10:00 a.m., New York time, on the first (1st) Business Day (as defined below) on which the conditions to the Closing set forth in Sections 6 and 7 below are satisfied or waived (or such other date as is mutually agreed to by the Company and each Buyer). As used herein "Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed. (c) Purchase Price. The aggregate purchase price for the Company Common Shares and the Warrants to be purchased by each Buyer (the "Company Purchase Price") shall be the amount set forth opposite such Buyer's name in column (7) on the Schedule of Buyers. The aggregate purchase price for the Stockholder Common Shares to be purchased by each Buyer (the "Stockholder Purchase Price", and together with the Company Purchase Price, the "Purchase Price") shall be the amount set forth opposite such Buyer's name in column (5) (8) on the Schedule of Buyers. (d) Form of Payment; Deliveries. Payment. On the Closing Date, (i) each Buyer shall pay (x) its respective Company Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4. (g)) to the Company for the Company Common Shares and the Warrants to be issued and sold to such Buyer at the Closing and (y) its respective Stockholder Purchase Price to the Stockholder for the Stockholder Common Shares to be sold to such Buyer at the Closing, in each case, by wire transfer of immediately available funds in accordance with the Flow of Funds Letter (as defined below) (less, in below), (ii) the case Stockholder shall deliver to the Company a stock certificate of the lead Buyer, Company (or a lost certificate affidavit in form and substance satisfactory to the amounts withheld pursuant to Section 4. (j)) and (ii) the Company shall (A) cause Corporate Stock Transfer, Inc. (together with any subsequent transfer agent, the "Transfer Agent") through the Depository Trust Company ("DTC") Fast Automated Securities Transfer Program, to credit Company) 2 for such aggregate number of Stockholder Common Shares that being sold to Buyers hereunder for cancellation and (iii) the Company shall deliver to each Buyer is purchasing (A) a stock certificate of the Company for such aggregate number of Company Common Shares as is set forth opposite such Buyer's name in column (3) of the Schedule of Buyers to Buyers, (B) a stock certificate of the Company for such aggregate number of Stockholder Common Shares as is set forth opposite such Buyer's or its designee's balance account with DTC through its Deposit/Withdrawal at Custodian system, name in column (4) of the Schedule of Buyers and (B) deliver each of (x) a Series A Warrant pursuant to each which such Buyer shall have the right to initially acquire up to that aggregate number of Series A Warrant Shares as is set forth opposite such Buyer's name in column (5) on the Schedule of Buyers and (y) a Series B Warrant pursuant to which such Buyer shall have the right to initially acquire up to such aggregate number of Series B Warrant Shares as is set forth opposite such Buyer's name in column (4) of (6) on the Schedule of Buyers, in each case, duly executed on behalf of the Company and registered in the name of such Buyer or its designee. View More

Purchase and Sale of Common Shares and Warrants. (a) Purchase of Common 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 shall purchase from the Company on the Closing Date (as defined below) (A) such aggregate below), the number of Common Shares as is set forth opposite such Buyer's name in column (3) on the Schedule of Buyers, and (B) along with the Warrants to initially acqui...re up to that aggregate number of Warrant Shares as is set forth opposite such Buyer's name in column (4) on the Schedule of Buyers. (b) Buyers (the "Closing"). (i) Closing. The closing date (the "Closing") of the purchase of the Common Shares and the Warrants by the Buyers shall occur at the offices of Kelley Drye & Warren LLP, 101 Park Avenue, New York, NY 10178. The date "Closing Date") and time of the Closing (the "Closing Date") shall be 10:00 7:00 a.m., New York City time, on March 18, 2015 (or such later date as is mutually agreed to by the first (1st) Business Day (as defined below) on which Company and each Buyer) after notification of satisfaction (or waiver) of the conditions to the Closing set forth in Sections 6 and 7 below are satisfied or waived (or such other date as is mutually agreed to by at the Company and each Buyer). As used herein "Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks in offices of Covington & Burling LLP, New York, New York are authorized or required by law to remain closed. (c) York. (ii) Purchase Price. The aggregate purchase price for the Common Shares and the Warrants to be purchased by each such Buyer at the Closing (the "Purchase Price") shall be the amount set forth opposite such each Buyer's name in column (5) on of the Schedule of Buyers. (d) (b) Form of Payment; Deliveries. Payment. On the Closing Date, (i) each Buyer shall pay its respective Purchase Price to the Company for the Common Shares and the Warrants to be issued and sold to such Buyer at the Closing, by wire transfer of immediately available funds in accordance with the Flow of Funds Letter (as defined below) (less, in the case of the lead Buyer, the amounts withheld pursuant to Section 4. (j)) Company's written wire instructions and (ii) the Company shall (A) cause Corporate Stock Transfer, Inc. (together with any subsequent transfer agent, the "Transfer Agent") through the Depository Trust Company ("DTC") Fast Automated Securities Transfer Program, to credit such aggregate number of Common Shares that each Buyer is purchasing as is set forth opposite such Buyer's name in column (3) of the Schedule of Buyers to such Buyer's or its designee's balance account with DTC through its Deposit/Withdrawal at Custodian system, and (B) deliver to each Buyer a Warrant pursuant to the Common Shares (allocated in the amounts as such Buyer shall request) which such Buyer is then purchasing hereunder along with the Warrants (allocated in the amounts as such Buyer shall have the right to initially acquire up to request) which such aggregate number of Warrant Shares as Buyer is set forth opposite such Buyer's name in column (4) of the Schedule of Buyers, purchasing, in each case, case duly executed on behalf of the Company and registered in the name of such Buyer or its designee. View More

Purchase and Sale of Common Shares and Warrants. (a) Purchase of Common Shares and Warrants. Subject to the satisfaction (or waiver) of the conditions set forth in Sections Section 6 and 7 below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, agrees to shall purchase from the Company on the Closing Date (as defined below) (A) such aggregate below), (i) the number of Common Shares as is set forth opposite such Buyer's name in column (3) on the Schedule of Buyers, and (B) Warrants (ii) a Series A Warra...nt to initially acquire up to that the aggregate number of Series A Warrant Shares as is set forth opposite such Buyer's name in column (4) on the Schedule of Buyers, (iii) a Series B Warrant to initially acquire up to the aggregate number of Series B Warrant Shares opposite such Buyer's name in column (5) on the Schedule of Buyers, (iv) a Series D Warrant to initially acquire up to the aggregate number of Series D Warrant Shares set forth opposite such Buyer's name in column (6) on the Schedule of Buyers, (v) a Series C Warrant to initially acquire up to (A) the aggregate number of Series C Warrant Shares set forth opposite such Buyer's name in column (7) on the Schedule of Buyers and (vi) a Series E Warrant to initially acquire up to the aggregate number of Series E Warrant Shares set forth opposite such Buyer's name in column (8) on the Schedule of Buyers. (b) Purchase Price. The aggregate purchase price for the Common Shares and related Warrants to be purchased by each Buyer (the "Purchase Price") shall be the amount set forth opposite such Buyer's name in column (9) on the Schedule of Buyers which shall be equal to the amount of $0.20 per Common Share and the related Warrants. (c) Closing. The closing (the "Closing") of the purchase of the Common Shares and the Warrants by the Buyers shall occur at the offices of Kelley Drye & Warren LLP, 101 Park Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. ("Mintz Levin"), 666 Third Avenue, New York, NY 10178. 10017. The date and time of the Closing (the "Closing Date") shall be 10:00 a.m., New York time, on the first (1st) Business Day (as defined below) on which the conditions to the Closing set forth in Sections Section 6 and 7 below are satisfied or waived (or such other later date as is mutually agreed to by the Company and each Buyer). Buyer) provided that such date shall not be later than the third (3rd) Trading Day (as defined in the Warrants) after the date hereof. As used herein "Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed. (c) Purchase Price. The aggregate purchase price for the Common Shares and the Warrants to be purchased by each Buyer (the "Purchase Price") shall be the amount set forth opposite such Buyer's name in column (5) on the Schedule of Buyers. 2 (d) Form of Payment; Deliveries. On the Closing Date, (i) each Buyer shall pay its respective Purchase Price to the Company for the Common Shares and the related Warrants to be issued and sold to such Buyer at the Closing, Closing by wire transfer of immediately available funds in accordance with the Flow of Funds Letter (as defined below) (less, in the case of the lead Buyer, the amounts withheld pursuant to Section 4. (j)) Company's written wire instructions, and (ii) the Company shall (A) cause Corporate Island Stock Transfer, Inc. Transfer (together with any subsequent transfer agent, the "Transfer Agent") through the Depository Trust Company ("DTC") Fast Automated Securities Transfer Program, Program to credit such aggregate number of Common Shares that each Buyer is purchasing as is set forth opposite such Buyer's name in column (3) of the Schedule of Buyers credit, without restriction, to such Buyer's or its designee's balance account with DTC through its Deposit/Withdrawal at Custodian system, and ("DWAC") system such aggregate number of Common Shares that such Buyer is purchasing at such Closing as is set forth opposite such Buyer's name in column (3) on the Schedule of Buyers, (B) deliver to each Buyer a Warrant warrant certificates, in the forms attached hereto as Exhibit A, Exhibit B, Exhibit C, Exhibit D and Exhibit E, pursuant to which such Buyer shall have the right to initially acquire up to such aggregate the number of Warrant Shares as is set forth opposite such Buyer's name in column (4) of columns ((4), (5), (6), (7) and (8), respectively, on the Schedule of Buyers, Buyers and (C) deliver to such Buyer the other documents, instruments and certificates set forth in each case, duly executed on behalf of Section 6. Notwithstanding anything to the Company and registered contrary contained in the name of such Buyer or its designee. Warrants, all Warrant Shares shall be delivered via DWAC. View More