Common use of Agreement to Sell and Purchase the Securities; Subscription Date Clause in Contracts

Agreement to Sell and Purchase the Securities; Subscription Date. 2.1 At each of the First Closing and the Second Closing (as such terms are defined in Section 3), the Company will sell to the Investor, and the Investor will purchase from the Company, upon the terms and conditions hereinafter set forth, the number of Shares and Warrants to purchase the number of shares of Common Stock set forth, with respect to each such closing, in Section 3 of the Securities Purchase Agreement to which these Terms and Conditions are attached as Annex I at the purchase price set forth thereon. 2.2 The Company may enter into the same form of Securities Purchase Agreement, including these Terms and Conditions, with certain other investors (the "Other Investors") and expects to complete sales of Securities to them. (The Investor and the Other Investors are hereinafter sometimes collectively referred to as the "Investors," and the Securities Purchase Agreement to which these Terms and Conditions are attached and the Securities Purchase Agreements (including attached Terms and Conditions) executed by the Other Investors are hereinafter sometimes collectively referred to as the "Agreements.") The Company may accept executed Agreements from Investors for the purchase of Shares and Warrants commencing upon the date on which the Company provides the Investors with the proposed purchase price per Share and exercise price per Underlying Share and concluding upon the date (the "Subscription Date") on which the Company has notified XX Xxxxx Securities Corporation, in its capacity as placement agent for this transaction (the "Placement Agent"), in writing that it is no longer accepting additional Agreements from Investors for the purchase of Securities. The Company may not enter into any Agreements after the Subscription Date. 2.3 The obligations of the Investor under this Agreement or any related document are several and not joint with the obligations of the Other Investors under the Agreements or any related documents to which such Other Investors are party, and the Investor shall not be responsible in any way for the performance of the obligations of any Other Investor under any such other Agreements or documents. Nothing contained herein or in any related documents, and no action taken by the Investor pursuant hereto or thereto, shall be deemed to constitute any two or more of the Investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Agreements. The Investor shall be entitled to independently protect and enforce its rights, including without limitation the rights arising out of this Agreement or out of the related documents, and it shall not be necessary for any Other Investor to be joined as an additional party in any proceeding for such purpose.

Agreement to Sell and Purchase the Securities; Subscription Date. 2.1 At each of the First Closing and the Second Closing (as such terms are defined in Section 3), the Company will sell to the Investor, and the Investor will purchase from the Company, upon the terms and conditions hereinafter set forth, the number of Shares and Warrants to purchase the number of shares of Common Stock set forth, with respect to each such closing, in Section 3 of the Securities Purchase Agreement to which these Terms and Conditions are attached as Annex I at the purchase price set forth thereonon the cover page hereto for the Purchase Price set forth on such cover page. 2.2 The Company may proposes to enter into the this same form of Securities Purchase Agreement, including these Terms and Conditions, Agreement with certain other investors (the "“Other Investors") ”), and the Company expects to complete sales of Securities Shares and Warrants to them. (The Investor and the Other Investors are hereinafter sometimes collectively referred to as the "“Investors," .” This Agreement and the Securities Purchase Agreement to which these Terms and Conditions are attached and the Securities Purchase Agreements (including attached Terms and Conditions) Warrant executed by the Company and delivered to the Investor, together with the securities purchase agreements and warrants pursuant to which the Other Investors are acquiring Securities are hereinafter sometimes collectively referred to as the "“Agreements.") ” This Agreement will be effective as of the date the Company countersigns the cover page hereto (the “Subscription Date”), but in no event shall the Subscription Date be later than November 19, 2004. The Company may accept executed Agreements from Investors for the purchase of Shares and Warrants Securities commencing upon the date on which the Company provides the Investors with the proposed purchase price per Share and exercise price per Underlying Share and concluding upon the date (the "Subscription Date") on which Date and the Company has notified XX will notify Xxxx Xxxxx Securities CorporationXxxx Xxxxxx, Incorporated (in its capacity as placement agent for this transaction (the "Securities, the “Placement Agent"), ”) in writing on the Subscription Date that it is will no longer accepting additional accept Agreements from Investors for the purchase of SecuritiesSecurities in the Offering. The Company may not enter into any Agreements after Each Investor must complete a Securities Purchase Agreement, a Securities Certificate Questionnaire (in the Subscription Dateform attached as Exhibit B hereto) and an Investor Questionnaire (in the form attached as Exhibit C hereto) in order to purchase Securities in the Offering. 2.3 The obligations Investor acknowledges that the Company intends to pay to the Placement Agent a fee in respect of the Investor under this Agreement or any related document are several and not joint with sale of Securities to the obligations of the Other Investors under the Agreements or any related documents to which such Other Investors are party, and the Investor shall not be responsible in any way for the performance of the obligations of any Other Investor under any such other Agreements or documents. Nothing contained herein or in any related documents, and no action taken by the Investor pursuant hereto or thereto, shall be deemed to constitute any two or more of the Investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Agreements. The Investor shall be entitled to independently protect and enforce its rights, including without limitation the rights arising out of this Agreement or out of the related documents, and it shall not be necessary for any Other Investor to be joined as an additional party in any proceeding for such purposeInvestor.

Agreement to Sell and Purchase the Securities; Subscription Date. 2.1 At each of the First Closing and the Second Closing (as such terms are defined in Section 3), the Company will issue and sell to the Investor, and the Investor will purchase from the Company, Company upon the terms and conditions hereinafter set forth, the number of Shares and Warrants to purchase Securities set forth on the number of shares of Common Stock set forth, with respect to each such closing, in Section 3 Signature Page of the Securities Purchase Subscription Agreement to which these Terms and Conditions are attached as Annex I at the purchase price set forth thereonthereon as determined by the Company on the Pricing Date (collectively, the “Agreement”). 2.2 The As part of the Offering, the Company may enter into the same form of Securities Purchase Subscription Agreement, including these Terms and Conditions, with certain other investors (the "“Other Investors"”) and expects to complete sales of Securities to them. (The Investor and the Other Investors are hereinafter sometimes collectively referred to as the "“Investors," ” and this Agreement and the Securities Purchase Agreement to which these Terms and Conditions are attached and the Securities Purchase Subscription Agreements (including attached the Terms and Conditions) executed by the Other Investors are hereinafter sometimes collectively referred to as the "“Agreements.") The ” Subject to Section 3.1 below, the Company may accept executed Agreements from Investors for the purchase subscription of Shares and Warrants commencing upon the Securities until such date on which as the Company provides may determine in its sole discretion (the Investors “Subscription Date”). Each Investor must complete a Subscription Agreement and an Investor Questionnaire (in the form attached as Annex II to the Subscription Agreement) in order to purchase Securities in the Offering. 2.3 The Investor acknowledges that the Company intends to pay to one or more financial advisors outside the United States, severally and not jointly (each, a “Financial Advisor”), at Closing (as defined below), subject to certain conditions, an amount in cash, unless otherwise agreed upon, equal to 7% of the gross proceeds received by the Company in the Offering from any new investor introduced to the Company by the respective Financial Advisor who purchases Securities in the Offering. The Financial Advisors are not entitled to reimbursement of their out-of-pocket expenses incurred in connection with the proposed purchase price per Share and exercise price per Underlying Share and concluding upon the date (the "Subscription Date") on which the Company has notified XX Xxxxx Securities Corporation, in its capacity as placement agent for this transaction (the "Placement Agent"), in writing that it is no longer accepting additional Agreements from Investors for the purchase of SecuritiesOffering. The Company may not enter into any Agreements after also make payments to one or more brokers or agents in the Subscription DateUnited States in connection with the offer and sale of the Securities to accredited investors in the United States. 2.3 2.4 The obligations Investor acknowledges and agrees that certain officers, directors, and employees of the Investor under this Agreement or any related document are several Company and not joint with their respective affiliates may participate in the obligations of Offering on the Other Investors under same terms and subject to the Agreements or any related documents to which such Other Investors are party, and the Investor shall not be responsible in any way for the performance of the obligations of any Other Investor under any such other Agreements or documents. Nothing contained herein or in any related documents, and no action taken by the Investor pursuant hereto or thereto, shall be deemed to constitute any two or more of the Investors same conditions as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Agreements. The Investor shall be entitled to independently protect and enforce its rights, including without limitation the rights arising out of this Agreement or out of the related documents, and it shall not be necessary for any Other Investor to be joined as an additional party in any proceeding for such purposeset forth herein.

Agreement to Sell and Purchase the Securities; Subscription Date. 2.1 At each of the First Closing and the Second Closing (as such terms are defined in Section 3), the Company will sell to the Investor, and the Investor will purchase from the Company, upon the terms and conditions hereinafter set forth, the number of Common Shares, Preferred Shares and Warrants to purchase the number of shares of Common Stock set forth, with respect to each such closing, forth in Section Paragraph 3 of the Securities Purchase Agreement to which these Terms and Conditions are attached as Annex I at the purchase price set forth thereon. 2.2 The Company may enter into the same form of Securities Purchase Agreement, including these Terms and Conditions, with certain other investors (the "“Other Investors"”) and expects to complete sales of the Securities to them. (The Investor and the Other Investors are hereinafter sometimes collectively referred to as the "“Investors," ” and the Securities Purchase Agreement to which these Terms and Conditions are attached and the Securities Purchase Agreements (including attached Terms and Conditions) executed by the Other Investors are hereinafter sometimes collectively referred to as the "“Agreements."”) The Company may accept executed Agreements from Investors for the purchase of Shares and Warrants the Securities commencing upon the date on which the Company provides the Investors with the proposed purchase price per Share and exercise price per Underlying Share and concluding upon the date (the "“Subscription Date"”) on which the Company has (i) executed Agreements with Investors for the purchase of at least an aggregate of $9,069,597 of Common Shares, Preferred Shares and Warrants, as the case may be, and (ii) notified XX Xxxxx Securities CorporationEmerging Growth Equities, Ltd., in its capacity as placement agent for this transaction (the "“Placement Agent"”), in writing that it is no longer accepting additional Agreements from Investors for the purchase of the Securities. The Company may not enter into any Agreements after the Subscription Date. 2.3 The obligations of the Investor under this Agreement or any related document are several and not joint with the obligations of the Other Investors under the Agreements or any related documents to which such Other Investors are party, and the Investor shall not be responsible in any way for the performance of the obligations of any Other Investor under any such other Agreements or documents. Nothing contained herein or in any related documents, and no action taken by the Investor pursuant hereto or thereto, shall be deemed to constitute any two or more of the Investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Agreements. The Investor shall be entitled to independently protect and enforce its rights, including without limitation the rights arising out of this Agreement or out of the related documents, and it shall not be necessary for any Other Investor to be joined as an additional party in any proceeding for such purpose.

Agreement to Sell and Purchase the Securities; Subscription Date. 2.1 At each of the First Closing and the Second Closing (as such terms are defined in Section 3), the Company will issue and sell to the Investor, and the Investor will purchase from the Company, Company upon the terms and conditions hereinafter set forth, the number of Shares and Warrants to purchase the number of shares of Common Stock Securities set forth, with respect to each such closing, forth in Section paragraph 3 of the Securities Stock Purchase Agreement to which these Terms and Conditions are attached as Annex I at the purchase price set forth thereonthereon (collectively, the “Agreement”). 2.2 The As part of the Offering, the Company may enter into the same form of Securities Stock Purchase Agreement, including these Terms and Conditions, with certain other investors (the "“Other Investors"”) and expects to complete sales of Securities to them. (The Investor and the Other Investors are hereinafter sometimes collectively referred to as the "“Investors," ” and this Agreement and the Securities Purchase Agreement to which these Terms and Conditions are attached and the Securities Stock Purchase Agreements (including attached the Terms and Conditions) executed by the Other Investors are hereinafter sometimes collectively referred to as the "“Agreements.") ” The Company may accept executed Agreements from Investors for the purchase of Shares and Warrants commencing upon the date on which the Company provides the Investors with the proposed purchase price per Share and exercise price per Underlying Share and concluding upon Securities until the date (the "“Subscription Date"”) on which the Company has (i) executed Agreements with Investors for the purchase all of the Securities, and (ii) notified XX Xxxxxx Freihofner Capital, a division of Xxxxx Securities CorporationSecurities, Inc, Member NASD/MSRB/SIPC, in its capacity as U.S. placement agent for this transaction the Offering (the "“U.S. Placement Agent"”), in writing writing, that it is will no longer accepting additional accept Agreements from Investors for the purchase of Securities. The Company may not enter into any Agreements after Securities in the Offering, but in no event shall the Subscription DateDate be later than May 7, 2007, or such earlier date as the Company has received $15 million in escrow. Each Investor must complete a Stock Purchase Agreement and an Investor Questionnaire (in the form attached as Annex II to the Stock Purchase Agreement) in order to purchase Securities in the Offering. 2.3 The obligations of Investor acknowledges that the Investor under this Agreement or any related document are several and not joint with Company intends to pay through Xxxxx Securities, Inc. to the obligations of placement agents in the Other Investors under the Agreements or any related documents to which such Other Investors are partyOffering as follows: Xxxxx Securities, Inc., and the Investor Company’s foreign finder, shall not be responsible in any way for the performance each receive 5% of the obligations of any Other Investor under any such other Agreements or documents. Nothing contained herein or in any related documents, and no action taken by the Investor pursuant hereto or thereto, shall be deemed to constitute any two or more gross proceeds of the Investors as a partnershipOffering, an association, additional 1% for non-accountable expenses and a joint venture or any other kind number of entity, or create a presumption that the Investors are in any way acting in concert or as a group with respect Warrants equal to such obligations or the transactions contemplated by the Agreements. The Investor shall be entitled to independently protect and enforce its rights, including without limitation the rights arising out of this Agreement or out 1.25% of the related documents, and it shall not be necessary for any Other Investor to be joined as an additional party number of shares of Common Stock sold in any proceeding for such purposethe Offering.

Agreement to Sell and Purchase the Securities; Subscription Date. 2.1 At each of the First Closing and the Second Closing (as such terms are defined in Section 3), the Company will sell to the Investor, and the Investor will purchase from the Company, upon the terms and conditions hereinafter set forth, the number of Shares and Warrants to purchase Securities set forth on the number of shares of Common Stock set forth, with respect to each such closing, in Section 3 of the Securities Purchase Agreement signature page to which these Terms and Conditions for Purchase of Securities are attached as Annex I (the “Signature Page”) at the purchase price set forth thereonon such Signature Page. 2.2 The Company may enter into the this same or a similar form of Securities Purchase Agreement, including these Terms and Conditions, Agreement with certain other investors (the "“Other Investors"”) and expects to may complete sales of Securities to them. (The Investor and the Other Investors are hereinafter sometimes collectively referred to as the "“Investors," ” and this Agreement and the Securities Purchase Agreement to which these Terms and Conditions are attached and the Securities Stock Purchase Agreements (including attached Terms and Conditions) executed by the Other Investors are hereinafter sometimes collectively referred to as the "“Agreements."”) 2.3 Investor acknowledges that: (a) The Company may accept executed Agreements from Investors for the purchase of Shares and Warrants commencing upon the date on which the Company provides the Investors with the proposed purchase price per Share and exercise price per Underlying Share and concluding upon the date (the "Subscription Date") on which the Company has notified XX Xxxxx Securities Corporation, retained a placement agent or placement agents in its connection with the Offering (in their capacity as placement agent of the Securities, each individually and collectively the “Placement Agent”); (b) the Company intends to pay the Placement Agent a fee in respect of the sale of Securities to the Investor; and (c) the offering of the Securities is not a firm commitment underwriting. The per unit price is the trailing five (5) trading days’ average closing price for the days including the Company Execution Date if the Company executes this transaction Agreement after the close of market, or otherwise for the days immediately preceding the Company Execution Date, (the "Placement Agent"“Share Price”) plus $0.0375 ($0.0375 represents the allocated price of the Warrant to purchase 0.30 shares of Common Stock, it being understood that $0.125 is allocated per whole Warrant share), in writing that it is no longer accepting additional Agreements from Investors for rounded to the purchase of Securitiesnearest cent. The Company may not enter into any Agreements after Execution Date shall mean the Subscription Date. 2.3 The obligations date upon which the Company receives no less than $20 million of the Investor under this Agreement or any related document are several and not joint with the obligations of the Other Investors under the Agreements or any related documents to which such Other Investors are party, and the Investor shall not be responsible in any way for the performance of the obligations of any Other Investor under any such other Agreements or documents. Nothing contained herein or in any related documents, and no action taken by the Investor pursuant hereto or thereto, shall be deemed to constitute any two or more of the Investors as a partnership, an association, a joint venture or any other kind of entityexecuted Securities Purchase Agreements, or create a presumption date as soon as reasonably practicable thereafter, that the Investors are is acceptable to a majority in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Agreements. The Investor shall be entitled to independently protect and enforce its rights, including without limitation the rights arising out interest of this Agreement or out of the related documents, and it shall not be necessary for any Other Investor to be joined as an additional party in any proceeding for such purposeall investors that have delivered executed stock purchase agreements.

Agreement to Sell and Purchase the Securities; Subscription Date. 2.1 At each of the First Closing and the Second Closing (as such terms are defined in Section 3), the Company will sell to the Investor, and the Investor will purchase from the Company, upon the terms and conditions hereinafter set forth, the number of Shares and Warrants to purchase Securities set forth on the number of shares of Common Stock set forth, with respect to each such closing, in Section 3 first page of the Securities Purchase Agreement (the "First Page") to which these Terms and Conditions for Purchase of Securities are attached as Annex I at the purchase price set forth thereonon such First Page (the "Purchase Price"). 2.2 The Company may enter into the this same form of Securities Purchase Agreement, including these Terms and Conditions, Agreement (except as to the form of consideration) with certain other investors (the "Other Investors") and expects to may complete sales of Securities to them. (The Investor and the Other Investors are hereinafter sometimes collectively referred to as the "Investors," and the Securities Purchase this Agreement to which these Terms and Conditions are attached and the Securities Purchase Agreements (including attached Terms and Conditions) executed by the Other Investors are hereinafter sometimes collectively referred to as the "Agreements.") The Company may will accept executed Agreements from the Investors for the purchase of Shares and Warrants Securities commencing upon the date on which the Company provides the Investors with the proposed purchase price per Share and exercise price per Underlying Share for the Securities and concluding upon the date (the "Subscription Date") on which the Company has notified XX Xxxxx Securities CorporationRobertson Stephens, Inc., on behalf of the Placement Agents, in its capacity as placement agent for this transaction (the "Placement Agent"), in writing that it is no wrxxxxx xxxt xx xx xo longer accepting additional Agreements from Investors for the purchase of Securities. The Company may not enter into any Agreements after the Subscription Date. 2.3 On August 24, 2001, Investor will wire in same-day funds the Purchase Price into an escrow account (the "Escrow Account"). The obligations Escrow Account will be governed by an escrow agreement dated the date hereof (substantially in the form of Exhibit D hereto, the "Escrow Agreement") by and among the Company, the Investors and the escrow agent named therein. The funds held in the Escrow Account will be released as specified in the Escrow Agreement. 2.4 Investor acknowledges that the Company intends to pay the Placement Agents a fee in respect of the sale of the Securities to the Investor under this Agreement or any related document are several and not joint a financial advisor a fee in connection with the obligations completion of the Other Investors under the Agreements or any related documents to which such Other Investors are party, and the Investor shall not be responsible in any way for the performance Offering. Each of the obligations parties hereto represents that, on the basis of any Other Investor under any such actions and agreements by it, there are no other Agreements brokers or documents. Nothing contained herein or finders entitled to compensation in any related documents, and no action taken by connection with the Investor pursuant hereto or thereto, shall be deemed to constitute any two or more sale of the Investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that Securities to the Investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Agreements. The Investor shall be entitled to independently protect and enforce its rights, including without limitation the rights arising out of this Agreement or out of the related documents, and it shall not be necessary for any Other Investor to be joined as an additional party in any proceeding for such purposeInvestor.

Agreement to Sell and Purchase the Securities; Subscription Date. 2.1 At each of the First Closing and the Second Closing (as such terms are defined in Section 3), the Company will sell to the Investor, and the Investor will purchase from the Company, upon the terms and conditions hereinafter set forth, the number of Shares and Warrants to purchase Securities set forth on the number of shares of Common Stock set forth, with respect to each such closing, in Section 3 first page of the Securities Purchase Agreement (the "First Page") to which these Terms and ---------- Conditions for Purchase of Securities are attached as Annex I at the purchase price set forth thereon.on such First Page (the "Purchase Price"). -------------- 2.2 The Company may enter into the this same form of Securities Purchase Agreement, including these Terms and Conditions, Agreement (except as to the form of consideration) with certain other investors (the "Other ----- Investors") and expects to may complete sales of Securities to them. (The Investor and the --------- Other Investors are hereinafter sometimes collectively referred to as the "Investors," and the Securities Purchase this Agreement to which these Terms and Conditions are attached and the Securities Purchase Agreements (including attached Terms and Conditions) executed by the Other --------- Investors are hereinafter sometimes collectively referred to as the "Agreements.") The Company may will accept executed Agreements from the Investors ---------- for the purchase of Shares and Warrants Securities commencing upon the date on which the Company provides the Investors with the proposed purchase price per Share and exercise price per Underlying Share for the Securities and concluding upon the date (the "Subscription Date") on which the Company has ----------------- notified XX Xxxxx Securities CorporationXxxxxxxxx Xxxxxxxx, in its capacity as placement agent for this transaction (Inc., on behalf of the "Placement Agent")Agents, in writing that it is no longer accepting additional Agreements from Investors for the purchase of Securities. The Company may not enter into any Agreements after the Subscription Date. 2.3 On August 24, 2001, Investor will wire in same-day funds the Purchase Price into an escrow account (the "Escrow Account"). The obligations Escrow -------------- Account will be governed by an escrow agreement dated the date hereof (substantially in the form of Exhibit D hereto, the "Escrow Agreement") by and ---------------- among the Company, the Investors and the escrow agent named therein. The funds held in the Escrow Account will be released as specified in the Escrow Agreement. 2.4 Investor acknowledges that the Company intends to pay the Placement Agents a fee in respect of the sale of the Securities to the Investor under this Agreement or any related document are several and not joint a financial advisor a fee in connection with the obligations completion of the Other Investors under the Agreements or any related documents to which such Other Investors are party, and the Investor shall not be responsible in any way for the performance Offering. Each of the obligations parties hereto represents that, on the basis of any Other Investor under any such actions and agreements by it, there are no other Agreements brokers or documents. Nothing contained herein or finders entitled to compensation in any related documents, and no action taken by connection with the Investor pursuant hereto or thereto, shall be deemed to constitute any two or more sale of the Investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that Securities to the Investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Agreements. The Investor shall be entitled to independently protect and enforce its rights, including without limitation the rights arising out of this Agreement or out of the related documents, and it shall not be necessary for any Other Investor to be joined as an additional party in any proceeding for such purposeInvestor.

Agreement to Sell and Purchase the Securities; Subscription Date. 2.1 2.1. At each of the First Closing and the Second Closing (as such terms are defined in Section 3), the Company will sell to the Investor, and the Investor will purchase from the Company, upon the terms and conditions hereinafter set forth, the number of Common Shares and Warrants a Warrant to purchase the that number of shares of Common Stock Warrant Shares set forth, with respect to each such closing, forth in Section 3 of the Securities Purchase Agreement to which these Terms and Conditions are attached as Annex I at the purchase price set forth thereontherein. 2.2 2.2. The Company may enter into the same form of Securities Purchase Agreement, including these Terms and Conditions, with certain other investors (the "Other Investors") and expects to complete sales of Securities to them. (The Investor and the Other Investors are hereinafter sometimes collectively referred to as the "Investors," and the Securities Purchase Agreement to which these Terms and Conditions are attached and the Securities Purchase Agreements (including attached the Terms and ConditionsConditions contained in Annex I thereto and incorporated therein by reference) executed by the Other Investors are hereinafter sometimes collectively referred to as the "Agreements.") The Company may accept executed Agreements from Investors for the purchase of Common Shares and Warrants commencing upon the date on which the Company provides the Investors with the proposed purchase price per Share and exercise price per Underlying Share for the Securities and concluding upon the date (the "Subscription Date") on which the Company has (a) executed Agreements with Investors for the purchase of the Common Shares and the Warrants, and (b) notified XX Xxxxx Securities Corporation, in its capacity as placement agent for this transaction (the "Placement Agent"), in writing potential investors that it is no longer accepting additional Agreements from Investors for the purchase of Securitiesthe Common Shares and the Warrants. The Company may not enter into any Agreements after the Subscription Date. 2.3 The obligations of the Investor under this Agreement or any related document are several and not joint with the obligations of the Other Investors under the Agreements or any related documents to which such Other Investors are party, and the Investor shall not be responsible in any way for the performance of the obligations of any Other Investor under any such other Agreements or documents. Nothing contained herein or in any related documents, and no action taken by the Investor pursuant hereto or thereto, shall be deemed to constitute any two or more of the Investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Agreements. The Investor shall be entitled to independently protect and enforce its rights, including without limitation the rights arising out of this Agreement or out of the related documents, and it shall not be necessary for any Other Investor to be joined as an additional party in any proceeding for such purpose.