Common use of Issuance of Common Stock and Warrants Clause in Contracts

Issuance of Common Stock and Warrants. At each Closing provided for in Section 1(c) in respect of a particular Investor, on the terms and subject to the conditions hereof, the Company agrees to issue and sell to such Investor, and such Investor agrees to purchase from the Company, shares of Common Stock and Warrants equal in number to the investment amount (“Investment Amount”) set forth opposite the respective Investor’s name on Schedule I divided by the aggregate purchase price for (i) one share of Common Stock and (ii) one Warrant to purchase one additional share of Common Stock (“Unit Purchase Price”). The Unit Purchase Price shall be $1.42 per unit, shall be the same Unit Purchase Price for all Closings (as defined below). The Warrants shall have a cash and a cashless exercise provision and shall be exercisable at 110% percent of the Unit Purchase Price which exercise price is $1.562 per share. The obligations of the Investors to purchase the Common Stock and Warrants are several and not joint obligations and no Investor shall have any liability to any Person for the performance or non-performance of any obligation by any other Investor hereunder. The aggregate Investment Amounts for the purchase of Common Stock and Warrants hereunder shall not exceed $3,000,000.00. In addition, each Investor shall have an unlimited number of exchange rights, which are options and not obligations, to exchange such Investor’s entire investment (and not less than the entire investment) made pursuant to this SPA into subsequent offerings of the Company (“Subsequent Financings”) until the earlier of: (i) the completion of any number of Subsequent Financings aggregating at least $15 million gross proceeds to the Company, or (ii) December 30, 2017. At the time of a Subsequent Financing with respect to which the investors in this offering have an exchange right, they would have the option of either (a) retaining the securities purchased in this offering (or, if applicable, retaining the securities obtained in exchange therefor via a Subsequent Financing), or (b) exchanging the securities purchased in this offering (or, if applicable, exchanging the securities obtained in exchange therefor via a Subsequent Financing), into the next Subsequent Financing (assuming the next Subsequent Financing is one for which an exchange right is available). The dollar amount (this may also be considered a ratio) used to determine the amount invested or exchanged into the Subsequent Financing shall be 1.2 times the amount of the original investment as set forth next to such Investor’s name on Schedule I to the SPA. For clarity, this is essentially 1.2 x the dollars invested this offering become dollars invested in the Subsequent Financings if (b) above is elected. Such exchange is an option, not an obligatory exchange. To Section entitled Representations and Warranties of the Company, the following representation, warranty and covenant is added as Section 2(h):

Issuance of Common Stock and Warrants. At each Closing provided for in Section 1(c) in respect of a particular Investor, on the terms and subject to the conditions hereof, the Company agrees to issue and sell to such Investor, and such Investor agrees to purchase from the Company, shares of Common Stock and Warrants equal in number to the investment amount (“Investment Amount”) set forth opposite the respective Investor’s name on Schedule I divided by the aggregate purchase price for (i) one share of Common Stock and (ii) one Warrant to purchase one additional share of Common Stock (“Unit Purchase Price”). The Unit Purchase Price shall be $1.42 1.00 per unit, unit and shall be the same Unit Purchase Price for all Closings (as defined below). The Warrants shall have a cash and a cashless exercise provision and shall be exercisable at 110% percent of the Unit Purchase Price which exercise price is $1.562 1.10 per share. The obligations of the Investors to purchase the Common Stock and Warrants are several and not joint obligations and no Investor shall have any liability to any Person for the performance or non-performance of any obligation by any other Investor hereunder. The aggregate Investment Amounts for the purchase of Common Stock and Warrants hereunder shall not be subject to a minimum amount and shall not exceed $3,000,000.00500,000. In addition, each Investor Investors shall have an unlimited number of exchange rights, which are options and not obligations, to exchange such Investor’s their entire investment (and not less than the entire investment) made pursuant to this SPA into one or more subsequent offerings equity financings (consisting solely of convertible preferred stock or common stock or units containing preferred stock or common stock and warrants exercisable only into preferred stock or common stock) that would be considered as “permanent equity” under United States Generally Accepted Accounting Principles and the rules and regulations of the Company United States Securities and Exchange Commission, and therefore classified within stockholders’ equity, but excluding any form of debt or convertible debt or any preferred stock redeemable at the discretion of the holder (“Subsequent Equity Financings”) ). These exchange rights shall be effective until the earlier of: (i) the completion of any number of Subsequent Equity Financings aggregating that aggregate at least $15 million of gross proceeds to the Companyproceeds, or (ii) December 30, 2017. For clarity, an investor’s entire investment shall be the entire Investment Amount (for purposes of the multiple described below) and all of the Common Stock and Warrants purchased (for purposes of the exchange) pursuant to this Agreement, however, if the Warrants have been exercised in part or in whole on a cashless basis, then the Entire Investment Amount (for purposes of the multiple described below) shall be the entire Investment Amount (for purposes of the multiple described below) and all of the Common Stock initially purchased pursuant to this Agreement plus any shares of Common Stock issued pursuant to a cashless exercise and any Warrants remaining after such cashless exercise (for purposes of the exchange), or, if the Warrants are exercised for cash, then the entire investment shall be the entire Investment Amount plus the amount of cash paid upon cash exercise (for purposes of the multiple described below) and all of the Common Stock initially purchased pursuant to this Agreement plus any shares of Common Stock issued pursuant to the cash exercise and any Warrants remaining after such cash exercise (for purposes of the exchange). Investor Initials: ______________ At the time of a Subsequent Financing with respect to which the Equity Financing, investors in this offering Offering will have an exchange right, they would have the option of either right to either: (a) retaining retain the securities purchased in this offering (or, if applicable, retaining the securities obtained Offering or subsequently acquired in exchange therefor via a Subsequent Financing)Equity Financing into which they had previously exchanged, or (b) exchanging exchange the securities purchased in this offering (or, if applicable, exchanging the securities obtained Offering or in exchange therefor via a Subsequent Financing), Equity Financing into which they had previously exchanged into the next Subsequent Equity Financing (assuming the next Subsequent Equity Financing is one for which an exchange right is available). The dollar amount (this may also be considered calculated as a ratio) used to determine the measurement amount invested or exchanged for the exchange into the a Subsequent Equity Financing shall be 1.2 times the amount of the original investment entire Investment Amount described above. Under certain circumstances, as set forth next to such Investor’s name on Schedule I to the SPA. For clarity, this is essentially 1.2 x the dollars invested this offering become dollars invested described in the Subsequent Financings if (b) above is elected. Such exchange is an option, not an obligatory exchange. To Section entitled Representations and Warranties of the Company2(h), the following representation, warranty and covenant is added as Section 2(h):multiple shall be 1.4 times the entire Investment Amount described above. There shall be a floor price of $1.00 per common share equivalent in any exchange transaction.

Issuance of Common Stock and Warrants. At each Closing provided for in Section 1(c) in respect of a particular Investor, on the terms and subject to the conditions hereof, the Company agrees to issue and sell to such Investor, and such Investor agrees to purchase from the Company, shares of Common Stock and Warrants equal in number to the investment amount (“Investment Amount”) set forth opposite the respective Investor’s name on Schedule I divided by the aggregate purchase price for (i) one share of Common Stock and (ii) one Warrant to purchase one additional share of Common Stock (“Unit Purchase Price”). The Unit Purchase Price shall be $1.42 1.05 per unit, unit and shall be the same Unit Purchase Price for all Closings (as defined below). The Warrants shall have a cash and a cashless exercise provision and shall be exercisable at 110150% percent of the Unit Purchase Price which exercise price is $1.562 1.575 per share. The obligations of the Investors to purchase the Common Stock and Warrants are several and not joint obligations and no Investor shall have any liability to any Person for the performance or non-performance of any obligation by any other Investor hereunder. The aggregate Investment Amounts for the purchase of Common Stock and Warrants hereunder shall not be subject to the Minimum Amount and shall not exceed $3,000,000.00the Maximum Amout. In addition, each Investor Initials: ________________ Investors shall have an unlimited number of exchange rights, which are options and not obligations, to exchange such Investor’s their entire investment (and not less than the entire investment) made pursuant to this SPA into one or more subsequent offerings equity financings (consisting solely of convertible preferred stock or common stock or units containing preferred stock or common stock and warrants exercisable only into preferred stock or common stock) that would be considered as “permanent equity” under United States Generally Accepted Accounting Principles and the rules and regulations of the Company United States Securities and Exchange Commission, and therefore classified within stockholders’ equity, but excluding any form of debt or convertible debt or any preferred stock redeemable at the discretion of the holder (“Subsequent Equity Financings”) ). These exchange rights shall be effective until the earlier of: (i) the completion of any number of Subsequent Equity Financings aggregating that aggregate at least $15 million of gross proceeds to the Companyproceeds, or (ii) December 30, 20172018. For clarity, an investor’s entire investment shall be the entire Investment Amount (for purposes of the multiple described below) and all of the Common Stock and Warrants purchased (for purposes of the exchange) pursuant to this Agreement, however, if the Warrants have been exercised in part or in whole on a cashless basis, then the Entire Investment Amount (for purposes of the multiple described below) shall be the entire Investment Amount (for purposes of the multiple described below) and all of the Common Stock initially purchased pursuant to this Agreement plus any shares of Common Stock issued pursuant to a cashless exercise and any Warrants remaining after such cashless exercise (for purposes of the exchange), or, if the Warrants are exercised for cash, then the entire investment shall be the entire Investment Amount plus the amount of cash paid upon cash exercise (for purposes of the multiple described below) and all of the Common Stock initially purchased pursuant to this Agreement plus any shares of Common Stock issued pursuant to the cash exercise and any Warrants remaining after such cash exercise (for purposes of the exchange). At the time of a Subsequent Financing with respect to which the Equity Financing, investors in this offering Offering will have an exchange right, they would have the option of either right to either: (a) retaining retain the securities purchased in this offering (or, if applicable, retaining the securities obtained Offering or subsequently acquired in exchange therefor via a Subsequent Financing)Equity Financing into which they had previously exchanged, or (b) exchanging exchange the securities purchased in this offering (or, if applicable, exchanging the securities obtained Offering or in exchange therefor via a Subsequent Financing), Equity Financing into which they had previously exchanged into the next Subsequent Equity Financing (assuming the next Subsequent Equity Financing is one for which an exchange right is available). The dollar amount (this may also be considered calculated as a ratio) used to determine the measurement amount invested or exchanged for the exchange into the a Subsequent Equity Financing shall be 1.2 times the amount of the original investment entire Investment Amount described above. Under certain circumstances, as set forth next to such Investor’s name on Schedule I to the SPA. For clarity, this is essentially 1.2 x the dollars invested this offering become dollars invested described in the Subsequent Financings if (b) above is elected. Such exchange is an option, not an obligatory exchange. To Section entitled Representations and Warranties of the Company2(h), the following representation, warranty and covenant is added as Section 2(h):multiple shall be 1.4 times the entire Investment Amount described above. There shall be a floor price of $1.00 per common share equivalent in any exchange transaction.

Issuance of Common Stock and Warrants. At each Closing provided for in Section 1(c) in respect of a particular Investor, on the terms and subject to the conditions hereof, the Company agrees to issue and sell to such Investor, and such Investor agrees to purchase from the Company, shares of Common Stock and Warrants equal in number to the investment amount (“Investment Amount”) set forth opposite the respective Investor’s name on Schedule I divided by the aggregate purchase price for (i) one share of Common Stock and (ii) one Warrant to purchase one additional share of Common Stock (“Unit Purchase Price”). The Unit Purchase Price shall be $1.42 2.50 per unit, unit and shall be the same Unit Purchase Price for all Closings (as defined below). The Warrants shall have a cash and a cashless exercise provision and shall be exercisable at 110% percent of the Unit Purchase Price which exercise price is $1.562 2.75 per share. The obligations of the Investors to purchase the Common Stock and Warrants are several and not joint obligations and no Investor shall have any liability to any Person for the performance or non-performance of any obligation by any other Investor hereunder. The aggregate Investment Amounts for the purchase of Common Stock and Warrants hereunder shall not exceed $3,000,000.001,500,000. In addition, each Investor Initials: ______________________ Investors shall have an unlimited number of exchange rights, which are options and not obligations, to exchange such Investor’s their entire investment (and not less than the entire investment) made pursuant to this SPA into one or more subsequent offerings equity financings (consisting solely of convertible preferred stock or common stock or units containing preferred stock or common stock and warrants exercisable only into preferred stock or common stock) that would be considered as “permanent equity” under United States Generally Accepted Accounting Principles and the rules and regulations of the Company United States Securities and Exchange Commission, and therefore classified within stockholders’ equity, but excluding any form of debt or convertible debt (“Subsequent Equity Financings”) ). These exchange rights shall be effective until the earlier of: (i) the completion of any number of Subsequent Equity Financings aggregating that aggregate at least $15 million of gross proceeds to the Companyproceeds, or (ii) December 30, 2017. For clarity, an investor’s entire investment shall be the entire Investment Amount (for purposes of the multiple described below) and all of the Common Stock and Warrants purchased (for purposes of the exchange) pursuant to this Agreement, however, if the Warrants have been exercised in part or in whole on a cashless basis, then the Entire Investment Amount (for purposes of the multiple described below) shall be the entire Investment Amount (for purposes of the multiple described below) and all of the Common Stock initially purchased pursuant to this Agreement plus any shares of Common Stock issued pursuant to a cashless exercise and any Warrants remaining after such cashless exercise (for purposes of the exchange), or, if the Warrants are exercised for cash, then the entire investment shall be the entire Investment Amount plus the amount of cash paid upon cash exercise (for purposes of the multiple described below) and all of the Common Stock initially purchased pursuant to this Agreement plus any shares of Common Stock issued pursuant to the cash exercise and any Warrants remaining after such cash exercise (for purposes of the exchange). At the time of a Subsequent Financing with respect to which the Equity Financing, investors in this offering Offering will have an exchange right, they would have the option of either right to either: (a) retaining retain the securities purchased in this offering (or, if applicable, retaining the securities obtained Offering or subsequently acquired in exchange therefor via a Subsequent Financing)Equity Financing into which they had previously exchanged, or (b) exchanging exchange the securities purchased in this offering (or, if applicable, exchanging the securities obtained Offering or in exchange therefor via a Subsequent Financing), Equity Financing into which they had previously exchanged into the next Subsequent Equity Financing (assuming the next Subsequent Equity Financing is one for which an exchange right is available). The dollar amount (this may also be considered calculated as a ratio) used to determine the measurement amount invested or exchanged for the exchange into the a Subsequent Equity Financing shall be 1.2 times the amount of the original investment entire Investment Amount described above. Under certain circumstances, as set forth next to such Investor’s name on Schedule I to the SPA. For clarity, this is essentially 1.2 x the dollars invested this offering become dollars invested described in the Subsequent Financings if (b) above is elected. Such exchange is an option, not an obligatory exchange. To Section entitled Representations and Warranties of the Company2(h), the following representation, warranty and covenant is added as Section 2(h):multiple shall be 1.4 times the entire Investment Amount described above. There shall be a floor price of $1.00 per common share equivalent in any exchange transaction.