Purchase and Sale of Units Clause Samples

Purchase and Sale of Units. At the Closing, subject to the terms and conditions of this Agreement, Aware shall sell, assign, convey, transfer and deliver the Units to Buyer, free and clear of all Encumbrances (other than restrictions on transfer imposed by applicable securities laws), and Buyer shall purchase and accept the Units from Aware.

Purchase and Sale of Units. 2.1 Subject to the terms and conditions of this Agreement, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Units as is set forth upon the signature page hereof at a price equal to $0.55 US per Unit. Upon execution, the subscription by the Subscriber will be irrevocable. 2.2 The Subscriber will complete the purchase of the Shares by delivering to the Company the following concurrently with the execution and delivery of this Subscription Agreement: (A) payment of the Purchase Price by cheque, bank draft of cashier's cheque payable to the Company or a wire transfer sent to the Company's bank account; and (B) the Accredited Investor Questionnaire Form, in the form delivered by the Company to the Subscriber. 2.3 Upon execution by the Company, the Company agrees to sell such Units to the Subscriber for the Purchase Price subject to the Company's right to sell to the Subscriber such lesser number of Units as it may, in its sole discretion, deem necessary or desirable. 2.4 Any acceptance by the Company of the Subscription is conditional upon compliance with all securities laws and other applicable laws of the jurisdiction in which the Subscriber is resident. Each Subscriber will deliver to the Company all other documentation, agreements, representations and requisite government forms required by the lawyers for the Company as required to comply with all securities laws and other applicable laws of the jurisdiction of the Subscriber. 2.5 Pending acceptance of this subscription by the Company, all funds paid by the Subscriber shall be deposited by the Company and immediately available to the Company for its corporate purposes. In the event the subscription is not accepted, the subscription funds will constitute a non-interest bearing demand loan of the Subscriber to the Company. 2.6 The Subscriber hereby authorizes and directs the Company to deliver the securities to be issued to such Subscriber pursuant to this Agreement to the Subscriber's address indicated on the signature page of this Agreement. 2.7 The Subscriber acknowledges and agrees that the subscription for the Units and the Company's acceptance of the subscription is not subject to any minimum subscription for the Offering.

Purchase and Sale of Units. Upon the following terms and conditions, the Company is offering to each Purchaser the number of Units set forth opposite such Purchaser’s name as Exhibit A hereto consisting of (i) nine (9) Preferred Shares, initially convertible into nine (9) shares of Common Stock (subject to adjustment), (ii) one (1) Common Share and (iii) a Series A Warrant and a Series B Warrant. The designation, rights, preferences and other terms and provisions of the Preferred Shares are set forth in the Series A Certificate of Designation, substantially in the form attached hereto as Exhibit C (the “Series A Certificate of Designation”).

Purchase and Sale of Units. 2.1 The Units will be registered in the name of the Subscriber. 2.2 The issue of the Units will not restrict or prevent the Corporation from obtaining any other financing, or from issuing additional securities from time to time. 2.3 Closing will be completed at the offices of the Corporation, in San Francisco, California, at 5:00 p.m. (Pacific Time), or such other place or time as the Corporation may designate (the “Closing Time”) on the Closing Date. If the Closing does not occur on or before the Closing Date, the subscription proceeds will be returned to the Subscriber without interest or deduction and the Subscriber will have the right to withdraw this subscription and to terminate its obligations hereunder. 2.4 The Corporation shall have the right to reject this Subscription Agreement if it believes for any reason that the Subscriber is not an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated by the Securities and Exchange Commission as presently in effect, or for any other reason in its sole and absolute discretion. Acceptance is evidenced only by execution of this Subscription Agreement by the Corporation in the space provided at the end of this Subscription Agreement.

Purchase and Sale of Units. At the Closing (as herein defined) and upon and subject to the terms and conditions of this Agreement, Seller agrees to sell and convey to Purchaser, and Purchaser agrees to purchase from Seller, all of Seller's Units in the Company for an amount equal to the Purchase Price.

Purchase and Sale of Units. 2.1 Subject to the terms and conditions in this Agreement, the Corporation hereby agrees to sell to the Underwriters and the Underwriters hereby agree, severally in respect of the percentages set out in Section 2.2, and not jointly or jointly and severally, to purchase from the Corporation, at the Closing Time, all, but not less than all, of the Treasury Units at the Purchase Price per Treasury Unit. Each purchaser who is resident in a Qualifying Jurisdiction shall purchase the Treasury Units pursuant to the Final Prospectus. 2.2 The obligations of the Underwriters set out herein are several and not joint, nor joint and several or joint or several, and shall be limited to the respective percentages of the aggregate number of Treasury Units (or to the extent the Over-Allotment Option is exercised, the Option Units at the Over-Allotment Closing Time) set out opposite the names of each of the Underwriters below: 2.3 If an Underwriter does not complete the purchase of the Treasury Units which it has agreed to purchase hereunder (the “Defaulted Units”) for any reason whatsoever, the other Underwriter shall be entitled, at its option, to purchase all but not less than all of the Defaulted Units. 2.4 Nothing in this Agreement shall obligate the Corporation to sell less than all of the Treasury Units or shall relieve any Underwriter in default from liability to the Corporation. In the event of a termination by the Corporation of its respective obligations under this Agreement, there shall be no further liability on the part of the Corporation to the Underwriters except in respect of any liability which may have already arisen or may thereafter arise under Sections 13, 14 and 15, as applicable. 2.5 The Underwriters will be permitted to appoint, at their sole expense, other duly registered investment dealers and brokers as their agents to assist in the distribution of the Offered Units. The Underwriters shall, and shall require each such dealer, other than the Underwriters, with which the Underwriters have a contractual relationship in respect of the Distribution of the Offered Units (the “selling group”), to comply with all applicable laws and regulations and the terms and conditions of this Agreement. For greater certainty, the Underwriters shall deliver copies of the Final Prospectus and any Supplementary Material to purchasers in compliance with Canadian Securities Laws. 2.6 Each of the Underwriters severally (and not jointly nor jointly and severally) covenant ...

Purchase and Sale of Units. Subject to the terms and conditions hereof, at the Closing (as defined in Section 1(b) below), the Company shall issue and sell to each Purchaser, and each Purchaser, severally and not jointly, shall purchase from the Company, the Units as is set forth on such Purchaser’s Execution Page, for the Purchase Price. The Units will be evidenced by the Notes and the Warrants.

Purchase and Sale of Units. Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaser, and each Purchaser will purchase from the Company, one-half of the number of Units set forth opposite such Purchaser’s name on the schedule of Purchasers set forth in Exhibit A attached hereto. The maximum number of Units issuable hereunder is 471,738 (comprising 1,886,952 Shares and Warrants for 471,738 Warrant Shares). The obligations of the Purchasers hereunder are several and not joint.

Purchase and Sale of Units. Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, each Purchaser agrees, severally and not jointly, to purchase and Phage agrees to sell and issue to each Purchaser, severally and not jointly: (1) at the Initial Closing, Units in amounts corresponding with the subscription amount set out opposite each Purchaser's name on Schedule I attached to this Agreement. The aggregate principal amount of all Units being issued at the Initial Closing pursuant to this Agreement is One Million Five Hundred Thousand Dollars ($1,500,000); and (2) at the Second Closing, Units in the amount corresponding with the subscription amount set out opposite each Purchaser's name on Schedule I attached to this Agreement. The aggregate principal amount of all Units being issued at the Second Closing pursuant to this Agreement is One Million Five Hundred Thousand Dollars ($1,500,000).