Common use of Purchase and Sale of Preferred Stock and Warrants Clause in Contracts

Purchase and Sale of Preferred Stock and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers and each of the Purchasers shall purchase from the Company, the number of shares of the Company’s Series C Convertible Preferred Stock, par value $.001 per share (the “Preferred Shares”), at a purchase price of $1,000 per share, set forth opposite such Purchaser’s name on Exhibit A hereto, convertible into shares of the Company’s common stock, par value $.001 per share (the “Common Stock”). The aggregate purchase price for the Preferred Shares and the Warrants shall be up to $5,000,000. The designation, rights, preferences and other terms and provisions of the Series C Convertible Preferred Stock are set forth in the Certificate of Designation of the Relative Rights and Preferences of the Series C Convertible Preferred Stock attached hereto as Exhibit B (the “Certificate of Designation”). 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 Rule 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”) or Section 4(2) of the Securities Act.

Purchase and Sale of Preferred Stock and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers and each of the Purchasers shall purchase from the Company, the number of shares of the Company’s 's Series C B Convertible Preferred Stock, par value $.001 per share (the “"Preferred Shares”"), at a purchase price of $1,000 50,000 per share, set forth opposite such Purchaser’s 's name on Exhibit A hereto, convertible into shares of the Company’s common stock, par value $.001 per share (the “Common Stock”). The aggregate purchase price for the Preferred Shares and the Warrants shall be up to $5,000,0004,000,000. The designation, rights, preferences and other terms and provisions of the Series C B Convertible Preferred Stock are set forth in the Certificate of Designation of the Relative Rights and Preferences of the Series C B Convertible Preferred Stock attached hereto as Exhibit B (the “"Certificate of Designation”"). 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 Rule 506 of Regulation D (“"Regulation D”") as promulgated by the United States Securities and Exchange Commission (the “"Commission”") under the Securities Act of 1933, as amended (the “"Securities Act”") or Section 4(2) of the Securities Act.