Common use of Nature and Purchase of Firm Securities Clause in Contracts

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, an aggregate of (i) [ ● ] Series A Units (the “Firm Series A Units”), each Firm Series A Unit consisting of one share of the Company’s common stock, per value $0.01 per share (the “Common Stock”), and one warrant (each, a “Warrant” and collectively, the “Warrants”), each Warrant to purchase one share of Common Stock at an exercise price of [ ● ] per share and (ii) [ ● ] Series B Units (the “Firm Series B Units”), each Firm Series B unit consisting of one share of Series A Convertible Preferred Stock (the “Preferred Shares”) and [ ● ] Warrants, each Warrant to purchase one share of common stock, or an aggregate of [ ● ] Warrants to purchase an aggregate of [ ● ] shares of Common Stock. The Firm Series A Units and the Firm Series B units (each, a “Firm Security” and, collectively, the “Firm Securities”). The securities comprising the Firm Securities will be separately transferable immediately upon issuance.

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several UnderwritersUnderwriter, an aggregate of (i) [ ● [●] Series A Units units (the “Firm Series A Units”), each Firm Series A Unit consisting of (i) one (1) share of the Company’s common stockstock (each, per a “Firm Share” and collectively, the “Firm Shares”), par value $0.01 0.0001 per share (the “Common Stock”), and ) or a pre-funded warrant to purchase one warrant share of Common Stock (each, each a “Pre-funded Warrant” and collectively, the “Pre-funded Warrants”)) in lieu thereof, each Warrant (ii) one-tenth (1/10) of a Series A common warrant to purchase one (1) share of Common Stock at an exercise price of [ ● ] per share and (ii) [ ● ] Series B Units (the “Firm Series A Warrant”) and (iii) one-tenth (1/10) of a Series B Units”), each Firm Series B unit consisting of common warrant to purchase one (1) share of Series A Convertible Preferred Common Stock (the “Preferred Shares”) and [ ● ] WarrantsSeries B Warrant” and, each Warrant to purchase one share of common stock, or an aggregate of [ ● ] Warrants to purchase an aggregate of [ ● ] shares of Common Stock. The Firm the Series A Units Warrant and the Firm Series B units (eachWarrant, a “Firm SecurityCommon Warrant,” and, and collectively, the “Firm SecuritiesCommon Warrants”). The securities comprising Firm Shares, the Pre-funded Warrants, and the Common Warrants are referred to as the “Firm Securities will be separately transferable immediately upon issuanceSecurities.”

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, an aggregate of [●] shares (i) [ ● ] Series A Units (each, a “Firm Share” and collectively, the “Firm Series A UnitsShares”), each Firm Series A Unit consisting of one share ) of the Company’s common stockshares, per no par value $0.01 per share (the “Common StockShares”). For every one Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant (each, a “Warrant,” and collectively, collectively as the “Warrants”), each . Each Warrant shall entitle its holder to purchase one share of Common Stock Share at an exercise price of [ ● $[●] per share and (ii) [ ● ] Series B Units (120% of the “public offering price per Firm Series B Units”Share in the Offering), each Firm Series B unit consisting of one share of Series A Convertible Preferred Stock (the “Preferred Shares”) and [ ● ] Warrants, each Warrant to purchase one share of common stock, or an aggregate of [ ● [●] Warrants to purchase an aggregate of [ ● [●] shares of Common Stock. The Shares (the “Firm Series A Units Warrants” and together with the Firm Series B units (each, a “Firm Security” and, collectivelyShares, the “Firm Securities”). The securities comprising Firm Shares and Firm Warrants shall be sold together as a unit (each a “Firm Unit” and collectively the “Firm Units”), consisting of one Firm Share and one Firm Warrant. The Firm Shares and the Firm Securities Warrants will be separately transferable separated immediately upon issuance. The Warrants will not be listed for trading on the Nasdaq CM and will expire [60] months from the date of issuance.

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, an aggregate of [•] (i) [ ● ] Series A Units (the “Firm Series A Units”), each Firm Series A Unit consisting of one share of the Company’s common stock, per par value $0.01 per share (the “Common Stock”), and one warrant (each, a “Warrant” and collectively, the “Warrants”), each Warrant warrant to purchase one (1) share of Common Stock at an exercise price of $[ ● ] per share and (ii) [ ● [•] Series B Units (the “Firm Series B Units”), ) each Firm Series B unit Unit consisting of one share of Series A [•] Convertible Preferred Stock (the “Preferred Shares”) and [ ● [•] Warrants, each Warrant to purchase one share of common stock, or an aggregate of [ ● ] Warrants to purchase an aggregate of [ ● ] shares of Common Stock. The Firm Series A Units and the Firm Series B units Stock (each, a “Firm Security” and, collectively, the “Firm Securities”). The securities comprising the Firm Securities will be separately transferable immediately upon issuance.

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, an aggregate of [____] shares (i) [ ● ] Series A Units (the “Firm Series A UnitsShares”), each Firm Series A Unit consisting of one share ) of the Company’s common stock, per par value $0.01 per share (the “Common Stock”). For every two Firm Shares issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase [one] share of Common Stock at an exercise price of $______ per share (125.0% of the public offering price per Firm Security in the Offering) (each, a “Warrant” and collectively, the “Warrants”), each Warrant to purchase one share of Common Stock at an exercise price of [ ● ] per share and (ii) [ ● ] Series B Units (the “Firm Series B Units”), each Firm Series B unit consisting of one share of Series A Convertible Preferred Stock (the “Preferred Shares”) and [ ● ] Warrants, each Warrant to purchase one share of common stock, or an aggregate of [ ● ] _______ Warrants to purchase an aggregate of [ ● ] ___________shares of Common Stock. The Stock (the “Firm Series A Units Warrants” and together with the Firm Series B units (each, a “Firm Security” and, collectivelyShares, the “Firm Securities”). The securities comprising Each Firm Warrant shall be exercisable for a period of [five (5)] years at an exercise price of $[____] (the “Firm Warrant Exercise Price”), subject to adjustment as provided in the agreement evidencing the Firm Securities Warrant. The Firm Shares and the Firm Warrants will be separately transferable separated immediately upon issuance.