Subject to the terms and conditions hereof, the Purchaser agrees to purchase from the Company, and the Company agrees to issue, sell, transfer and convey to the Purchaser [_____] Shares (" Total Shares "), at a price per share equal to [______] (the " Price per Share ") for an aggregate purchase price equal to the product of the Total Shares and the Price per Share  (the " Purchase Price ") at the Closing (as defined below).