Purchase and Sale of Common Stock and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, an aggregate of approximately 3,333,334 shares of Common Stock (the "Shares") at a price per share of $0.90 (the "Per Share Purchase Price") for an aggregate purchase price of $3,000,000 (the "Purchase Price"). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and Regulation S promulgated thereunder. and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder.
Purchase and Sale of Common Stock and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, shares of Common Stock (the "Shares") at a price per share of $2.11 (the "Per Share Purchase Price") for an aggregate purchase price of up to $500,000 (the "Purchase Price"). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder.
Purchase and Sale of Common Stock and Warrants. 1.1. Subject to the terms and conditions of this Agreement, the Investor hereby purchases from the Company, and the Company hereby sells to the Investor, 150,000 shares ("Investor Shares") at a purchase price of $5.00 per share, for an aggregate purchase price of $750,000.
Purchase and Sale of Common Stock and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, an aggregate of 5,000,000 shares of Common Stock (the "Shares") at a price per share of $1.80 (the "Per Share Purchase Price") for an aggregate purchase price of up to $9,000,000 (the "Purchase Price"). Each Purchaser shall pay the portion of the Purchase Price set forth opposite its name on Exhibit A hereto. The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder.
Purchase and Sale of Common Stock and Warrants. Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and each Purchaser shall, severally but not jointly, purchase from the Company that number of shares of Common Stock (the "Shares") and warrants to purchase shares of Common Stock equal to 25% of the number of Shares to be purchased by such Purchaser, in substantially the form attached hereto as Exhibit B (the "Warrants"), in each case, set forth opposite such Purchaser's name on Exhibit A hereto at a price per Share and related Warrants of $2.10 for an aggregate purchase price to the Company from each Purchasers (the "Purchase Price") equal to the amount set forth on the signature page hereof and on Exhibit A. The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder.
Purchase and Sale of Common Stock and Warrants. Subject to the terms and conditions of this Agreement, at the Closing, Investor agrees to purchase, and the Company agrees to sell to Investor: (1) the Shares; and (2) the Warrants, for an aggregate purchase price of Five Million Dollars ($5,000,000) (the "Purchase Price").
Purchase and Sale of Common Stock and Warrants. Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and each Purchaser shall, severally but not jointly, purchase from the Company that number of shares of Common Stock (the "Shares") and warrants to purchase that number of shares of Common Stock equal to 30% of the number of Shares to be purchased by such Purchaser, in substantially the form attached hereto as Exhibit B (the "Warrants"), in each case, set forth opposite such Purchaser's name on Exhibit A hereto at a price per Share and related Warrants equal to $2.37 (the "Per Share Purchase Price"), for an aggregate purchase price to the Company from all Purchasers of $4,099,993.35 (the "Purchase Price"). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder.
Purchase and Sale of Common Stock and Warrants. BH agrees to purchase from the Company and the Company agrees to sell to BH 500,000 shares of Common Stock and 500,000 Warrants for a purchase price of $2.50 per share of Common Stock and Warrant. BH, at its option, may purchase the shares of Common Stock and Warrants in an entity or entities that it shall create which may contain partners, members or shareholders; provided that, all such individuals or entities who are members, shareholders or partners of such entity shall themselves meet certain suitability and accredited investor standards which, if such entity did not exist, would allow them to purchase shares of Common Stock and Warrants directly from the Company without adversely affecting the exemption(s) from the registration requirements of the Securities Act relied upon in this transaction.
Purchase and Sale of Common Stock and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, an aggregate of 13,924,606 shares of Common Stock (the "Shares") at a price per share of $.44 (the "Per Share Purchase Price") for a cash purchase price of $2,250,000 and $3,524,388 stated value of shares of Series F Convertible Preferred Stock of the Company (the "Series F Preferred Stock"), which Series F Preferred Stock shall be exchanged for a number of Shares equal to 110% of the stated value per share of Series F Preferred Stock, for an aggregate purchase price of $5,774,388 (the "Purchase Price"). Each Purchaser shall pay the portion of the Purchase Price set forth opposite its name on Exhibit A hereto. The Company acknowledges that a portion of the Purchase Price shall be paid by certain Purchasers surrendering to the Company for cancellation shares of Series F Preferred Stock. The Company further acknowledges that $500,000 of the cash portion of the Purchase Price has been advanced to the Company by certain Purchasers in the form of promissory notes previously issued by the Company and will be exchanged for Shares pursuant to this Agreement. The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder.
Purchase and Sale of Common Stock and Warrants. The issuance, sale and purchase of the Common Stock and the Warrants shall take place in one or more separate closings, the first of which is hereinafter referred to as the "First Closing" and the others of which are hereinafter referred to as the "Other Closings."
