Common use of Purchase and Sale of Shares and Warrants Clause in Contracts

Purchase and Sale of Shares and Warrants. Subject to the satisfaction (or waiver) of the conditions to Closing set forth in this Agreement, each Subscriber shall purchase the Shares and Warrants for the Purchase Price indicated on the signature page hereto, and the Company shall sell the Shares and Warrants called for by the above price to each Subscriber. The Purchase Price for the Shares and Warrants shall be paid in cash. On or before the Closing Date, each Purchaser shall deliver its portion of the Purchase Price by wire transfer to an account designated by the Company. The Company shall (i) deliver certificates for the number of Shares included in the Units to be purchased hereunder by each Subscriber, and (ii) deliver Warrants for the number of Warrants purchased hereunder by each Subscriber to such Subscriber. Each Subscriber understands that the Shares will not be issued until the shares of Common Stock into which they are convertible have been approved for listing by the American Stock Exchange, and the Warrant Shares will not be issued until they have been approved for listing by the American Stock Exchange. The Company will not issue fractional Units but will refund amounts in excess of the price of the nearest full number of Units which can be purchased with the purchase price tendered hereunder. The Closing will occur after the Company has received the Minimum Amount of subscriptions.

Purchase and Sale of Shares and Warrants. Subject to the satisfaction (or waiver) of the conditions to Closing set forth in this Agreement, each Subscriber shall purchase the Shares and Warrants for the Purchase Price indicated on the signature page hereto, and the Company shall sell the Shares and Warrants called for by the above price to each Subscriber. The Purchase Price for the Shares and Warrants shall be paid in cash. On or before the Closing Date, each Purchaser shall deliver its portion of the Purchase Price by wire transfer to an account designated by the Company. The Company shall (i) deliver instruct its transfer agent to issue stock certificates for the number of Shares included in the Units to be purchased hereunder by each Subscriber, and to deliver such Shares to such Subscriber, such Shares to be registered in the name of the Subscriber and (ii) deliver Warrants for the number of Warrants purchased hereunder by each Subscriber to such Subscriber. Each Subscriber understands that none of the Shares will not be issued until the shares of Common Stock into which they are convertible have been approved for listing by the American Stock Exchange, and or the Warrant Shares will not be issued until they have been approved for listing by the American Stock Exchange. The Company will not issue fractional Units but will refund amounts in excess of the price of the nearest full number of Units which can be purchased with the purchase price tendered hereunder. The Closing will occur after the Company has received the Minimum Amount of subscriptions.